AlzeCure Pharma AB publishes prospectus and invites to investor presentations

Prospectus

The prospectus that AlzeCure has prepared due to the upcoming rights issue has today been approved and registered by the SFSA. The prospectus, containing complete terms and instructions, and application forms can be obtained from AlzeCure and Erik Penser Bank and is available at AlzeCure’s website (www.alzecurepharma.se) and Erik Penser Bank’s website (www.penser.se). The prospectus will also be available at the SFSA’s website (www.fi.se).

Invitation to investor meetings

AlzeCure’s CEO, Martin Jönsson, will present the Company’s operations and future plans on the following occasions:

• March 9, 2022 at 18:00 at Erik Penser Bank, Apelbergsgatan 27, Stockholm
• March 15, 2022 at 16:30 at Aktiedagen Stockholm with Aktiespararna, Birger Jarlsgatan 61A, Stockholm
• March 16 at 14:45 at BioStock Investor Meeting, virtual meeting (see link below)
• March 21, 2022 at 12:00 at Erik Penser Bank, Apelbergsgatan 27, Stockholm.

Registration to attend must be submitted to Aktiespararna, through www.aktiespararna.se and to Erik Penser Bank, through http://enews.penser.se/public/event/RegistrationForm/4343584774444A59457040. Please note that the number of seats are limited.

The presentation at Erik Penser Bank on March 9, 2022, will be available on Erik Penser Bank’s youtube channel.

The presentation at Aktiespararna on March 15, 2022, will be available on www.aktiespararna.se/tv/live.

The presentation at BioStock on March 16, 2022, will be available on https://youtu.be/tv-ZDUn3zzI.

The presentations will be held in Swedish. The presentations will also be available afterwards on AlzeCure’s website https://www.alzecurepharma.se/en/presentations-and-interviews/.

Summary of the rights issue

• One (1) existing share in AlzeCure held on the record date March 4, 2022, entitles to one (1) subscription right. Five (5) subscription rights entitle to subscribe for two (2) newly issued shares.
• The subscription price amounts to SEK 4.00 per share. Payment must be made in cash.
• Through the Rights Issue, AlzeCure can receive a maximum of approximately SEK 60.4 million before issue costs.
• To enable additional capital injection, the Board may exercise an over-allotment option of up to SEK 12.0 million (the “Over-allotment Option”). If the Over-allotment Option is exercised in its entirety, the maximum capital injection amounts to approximately SEK 72.4 million. The exercise of the Over-allotment Option is contingent on resolution by the Board of Directors to issue new shares with the support of the existing authorization to issue new shares.
• The subscription period runs during March 8 – 22, 2022.
• Trading in subscription rights will take place on the Nasdaq First North Premier Growth Market during the period March 8 – 17, 2022.
• The Rights Issue implies that the Company’s share capital increases by a maximum of SEK 377,657.15, corresponding to a maximum of 15,106,286 shares, implying a maximum dilution of 28.6 percent.
• The Rights Issue is secured with subscription commitments and guarantee commitments to a total of SEK 48.5 million. The subscription commitments amount to approximately SEK 13.9 million, corresponding to approximately 23.0 percent of the Rights Issue and the guarantee commitments amount to approximately SEK 34.6 million, corresponding to approximately 57,3 percent of the Rights Issue. Subscription and guarantee commitments from management and board members amount to a total of SEK 2.1 million.

Advisors

In connection with the Rights Issue, AlzeCure has hired Erik Penser Bank AB and Synch Advokat AB as financial and legal advisers.

Important information

The information in this press release does not contain nor constitute an offer to acquire, subscribe for or in any other way trade with shares, warrants or other securities in AlzeCure. No measures have been taken and no measures will be taken in order to allow for an offer to the public in any other jurisdictions than Sweden. Offer to for the relevant persons to subscribe for shares in AlzeCure is only made through the prospectus which AlzeCure now has published.

The information in this press release may not be made public, be published or distributed, directly or indirectly, within or to USA, Australia, Hongkong, Japan, New Zeeland, Switzerland, Singapore, South Africa or any other jurisdiction where such action would be illegal, subject to legal restrictions or require other actions than what is stipulated under Swedish law. Any actions not in compliance with these instructions may constitute a violation against applicable securities regulation. No shares or other securities in AlzeCure have been registered, and no shares or other securities will be registered, under United States Securities Act of 1933 (“Securities Act”) as in force from time to time or under the securities laws in any state or other jurisdiction in the US and may not be offered, sold or in any other way transferred, directly or indirectly, in or to the US, except for pursuant to an applicable exemption from, or in a transaction not subject to, the registration rules in the Securities Act and in compliance with the securities regulations in the relevant state or other jurisdiction in the US. This communication is distributed and aimed for only persons in Great Britain who are (i) professional investors under Article 19(5) in UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) as in force from time to time or (ii) subjects with a high net wealth and other persons to whom this message can be legally addressed, who are subject to Article 49(2)(a)-(d) in the Order (all those persons referred to as “Relevant Persons”). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment action referred to in this communication is only possible for Relevant Persons and will only be closed with Relevant Persons. Persons who distribute this communication must themselves make certain that such distribution is allowed.

Forward-looking statements

This press release contains forward-looking statements regarding the Company’s intentions, assessments, or expectations in respect of the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies and possibilities as well as the market within which the Company operates. Forward-looking statements are statements which do not refer to historical facts and which typically contain words such as “considers”, “expects”, “predicts”, “intends to”, “estimates”, “will”, “can”, “presumes”, “should”, “may” and, in each case, negations thereof or other similar expressions. The forward-looking statements in this press release are based on different assumptions which, in several cases, are based on additional assumptions. Even if the Company considers the assumptions which are reflected in these forward-looking statements to be true, it cannot be guaranteed that they will in fact occur or that they are correct. Given that these assumptions are based on assumptions or estimates and that they are subject to risks and uncertainties, the actual result may, for many reasons, substantially deviate from what is stated in the forward-looking statements.

Such risks, uncertainties, eventualities, and other significant factors may lead to the actual events deviating substantially from the expectations that have been explicitly or implicitly provided for under this press release through the forward-looking statements. The Company does not guarantee that the assumptions which the forward-looking statements in this press release are based on are correct, and a reader of this press release should not unduly rely on the forward-looking statements contained herein. The information, opinions, and forward-looking statements which are either explicitly or implicitly presented herein, are only provided as of the day of this press release and may be subject to change. Neither the Company nor anyone else undertakes to oversee, update, confirm or provide public notification in respect of any change of any forward-looking statement for the purpose of reflecting the actual events or circumstances which occurs in respect of the content of this press release, unless required by law or Nasdaq First North Growth Market’s rules for issuers.