Rights Issue December 2022

AlzeCure Pharma AB (“AlzeCure” or “the Company”), a pharmaceutical company that develops a broad portfolio of small molecule drug candidates for diseases affecting the central nervous system, with projects in both Alzheimer’s disease and pain, today announced that the Company’s Board of Directors has resolved on a new issue of shares of approximately SEK 31.7 million, with preferential rights for existing shareholders (the “Rights Issue”). The Rights Issue is subject to approval at an Extraordinary General Meeting on November 29, 2022. Record date for participation in the Rights Issue is December 2, 2022. According to the terms of the Rights Issue, six (6) existing shares in AlzeCure entitle subscription for one (1) new share at a price of SEK 3.75 per share. The Rights Issue is secured to approximately 82.6 percent through subscription and guarantee commitments from current shareholders and the Company’s management and Board of Directors. To enable additional capital injection, the Board may exercise an over-allotment option of up to SEK 15.0 million (the “Over-allotment Option”). If the Over-allotment Option is exercised in its entirety, the maximum capital injection amounts to approximately SEK 46.7 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. Notice of the Extraordinary General Meeting is published via a separate press release.

“2022 has been successful with progress in all development projects. We are approaching an exciting year in AlzeCure’s development and the strong support from our main owners is very gratifying. The Rights Issue secures the funds we need to carry out several value-creating development steps in our research portfolio“, said AlzeCure’s CEO Martin Jönsson

Summary of the Rights Issue

• One (1) existing share in AlzeCure held on the record date December 2, 2022, entitles to one (1) subscription right. Six (6) subscription rights entitle to subscription of one (1) newly issued share.
• The subscription price amounts to SEK 3.75 per share. Payment must be made in cash.
• Through the Rights Issue, AlzeCure can receive a maximum of approximately SEK 31.7 million before issue costs, which are estimated to amount to SEK 2.1 million.
• The subscription period runs during December 6 – 20, 2022.
• Subscription rights that are not exercised during the subscription period become invalid and lose their value. Trading in subscription rights is planned to take place on the Nasdaq First North Premier Growth Market during the period December 6 – 15, 2022.
• The Rights Issue implies that the Company’s share capital increases by a maximum of SEK 211,389.00, corresponding to a maximum of 8,455,560 shares, corresponding to a maximum dilution of 14.3 percent.
• In case all shares are not subscribed for with preferential rights (i e with the support of subscription rights), the Board shall, within the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed without the support of subscription rights, whereby allotment firstly shall be made to those who also subscribed for shares exercising subscription rights and, in the event that they cannot receive a full allotment, allotment will be made in relation to their subscription on the basis of exercised subscription rights and, if this is not possible, by drawing lots, and secondly allotment shall be made to those who have subscribed for shares in the issue without the support of subscription rights and, in the event that they cannot receive a full allotment, allotment will be made in proportion to the number of shares each has subscribed for and, if this is not possible, by drawing lots. Ultimately, allocation shall be made to guarantors and in relation to the guarantee commitments made.
• Corresponding allotment criteria apply to the Over-allotment Option.
• The Board’s resolution on the Rights Issue is conditional that the Extraordinary General Meeting on November 29, 2022, approves the Rights Issue. Notice of the Extraordinary General Meeting is published separately in connection with the publication of this press release.
• The Rights Issue is secured with subscription commitments and guarantee commitments from current shareholders and the Company’s management and Board of Directors to a total of SEK 26.2 million. The subscription commitments amount to approximately SEK 10.2 million, corresponding to approximately 32.1 percent of the Rights Issue and the guarantee commitments amount to approximately SEK 16.0 million, corresponding to approximately 50.5 percent of the Rights Issue. The subscription and guarantee commitments have been agreed in writing. No compensation is paid for the subscription or guarantee commitments. The subscription and guarantee commitments are not secured by bank guarantee, blocking funds, pledges or similar arrangements.

Complete terms and conditions for the Rights Issue and other information about the Company will be available in the EU growth prospectus which is expected to be published around December 1, 2022. The schedule below is preliminary and may change.

Preliminary schedule for the Rights Issue