Lördag 5 Juli | 21:21:48 Europe / Stockholm
2025-07-04 18:00:00

GOTHENBURG, Sweden, 4 July 2025 – Isofol Medical AB ("Isofol" or the "Company") today announces the outcome of the Company’s rights issue of units with preferential rights for the Company's existing shareholders, as resolved by the Board of Directors on 12 May 2025 and approved by the Extraordinary General Meeting on 11 June 2025 (the "Rights Issue"). The outcome of the Rights Issue shows that 7,597,154 new units, corresponding to approximately 85 percent of the Rights Issue, have been subscribed for with the support of unit rights. In addition, applications have been received to subscribe for approximately 3,163,173 units without the support of unit rights, corresponding to approximately 35 percent of the Rights Issue. The Rights Issue is thus oversubscribed (by approximately 120 percent), and no guarantee commitments have been utilised. In light of the oversubscription of the Rights Issue, a portion of the overallotment issue (the “Overallotment Issue”), amounting to SEK 5 million, will be utilised to ensure allocation to the Company’s Japanese collaboration partner. Through the Rights Issue and the Overallotment Issue, Isofol will thus receive total issue proceeds of approximately SEK 91 million before deduction of costs.

This press release may not be made public, distributed or published, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such disclosure, distribution or publication of this press release would be unlawful or require additional registration measure- or other measures. For more information, refer to the section “Important information” at the end of this press release.
 
Summary of the Rights Issue outcome:

  • The Rights Issue has been oversubscribed (to 120 percent).
  • No guarantee commitments will be utilised.
  • The Overallotment Issue is being exercised; however, the Company has chosen to utilise only half of the available amount, to ensure allocation to the Japanese collaboration partner Solasia Pharma K.K.
  • The share issues will provide the Company with gross proceeds of approximately SEK 91 million and net proceeds of approximately SEK 84 million after deduction of transaction costs.

"The positive outcome of our rights issue is very gratifying. The strong support we have received from both existing and new shareholders demonstrates great confidence in our strategy and belief in the potential of arfolitixorin. Our full focus is now on quickly and efficiently generating new clinical data, bringing us closer to our vision: to improve the outlook for millions of cancer patients worldwide", says Petter Segelman Lindqvist, CEO of Isofol.

The summary of subscriptions in the Rights Issue shows that 7,597,154 units, corresponding to 85 percent of the Rights Issue, were subscribed for with the support of unit rights. In addition, 3,163,173 units were subscribed for without the support of unit rights, corresponding to approximately 35 percent of the Rights Issue. The Rights Issue has thus been subscribed to 120 percent of the offered units, with and without the support of unit rights, and is therefore fully subscribed. Isofol will receive approximately SEK 86.1 million in gross proceeds before deduction of costs related to the Rights Issue.

In connection with the Rights Issue, a number of investors provided guarantee commitments, which have not been utilised. For these commitments, a guarantee fee of 7 percent of the guaranteed amount will be paid, either in cash or in the form of newly issued units. All investors who provided guarantee commitments have chosen to receive the compensation in the form of units. The units issued as guarantee compensation carry the same terms and conditions as those offered in the Rights Issue.

As confirmation of allocation of units subscribed for without subscription rights, a settlement note will be distributed around 7 July 2025. Subscribed and allocated units must be paid in cash in accordance with the instructions in the settlement note. The allocation of units subscribed for without preferential rights has been carried out in accordance with the allocation principles set out in the prospectus published by Isofol on 17 June 2025 (the “Prospectus”). Shareholders whose holdings are registered with a nominee will receive notice of allocation and payment in accordance with the nominee's procedures.

Through the Rights Issue, Isofol’s share capital will increase by SEK 3,296,835, from the current SEK 4,945,252 to SEK 8,242,087, and the number of shares will increase by 107,676,960, from 161,515,440 to 269,192,400. The shares subscribed for with, and without, unit rights are expected to be registered with the Swedish Companies Registration Office (Bolagsverket) around 15 July 2025 and are expected to begin trading on Nasdaq Stockholm around 28 July 2025. Shareholders who chose not to participate in the Rights Issue will have their ownership diluted by approximately 40 percent (calculated based on the total number of outstanding shares in the Company after the Rights Issue).

Each unit in the Rights Issue consists of twelve (12) newly issued shares in the Company and four (4) warrants of series TO1 and four (4) warrants of series TO2. These may, if fully exercised, result in an additional increase in the number of shares by up to 71,784,640, from 269,192,400 to 340,977,040, and the share capital may increase by up to an additional SEK 2,197,890, from SEK 8,242,087 to SEK 10,439,997, provided all warrants are exercised. The first day of trading in the TO1 and TO2 warrants is expected to be around 28 July 2025, with a subscription period from 16 March – 30 March 2026 for TO1 and 16 November– 30 November 2026 for TO2.

Due to the high subscription rate, the Company's Board of Directors, based on an authorisation decided at the Extraordinary General Meeting held on 11 June 2025 and as previously announced, has decided to utilise part of the available amount under the Overallotment Issue in order to ensure the allocation of units to the Company’s Japanese collaboration partner, Solasia Pharma K.K., which thereby becomes a shareholder in the Company. This will provide the Company with an additional approximately SEK 5 million before deduction of issue-related costs. Through the Overallotment Issue, the Company’s shares will increase by an additional 6,249,996 to a total of 275,442,396 shares after the Rights Issue and the Overallotment Issue. Including the warrants (TO1 and TO2) included in the units, a maximum of 10,416,660 shares may be issued from the Overallotment issue.

Furthermore, the guarantee compensation will result in an additional 5,664,828 shares being issued. Including the warrants (TO1 and TO2) included in the units, a maximum of 9,441,380 shares may be issued from the Overallotment issue.

The Company will thus have a total of 281,107,224 shares outstanding following the Rights Issue, the Overallotment Issue, and the guarantee compensation.

Trading in paid subscribed units (BTU)
Trading in paid subscribed units (BTU) takes place on Nasdaq Stockholm under the ticker “ISOFOL BTU” until the Rights Issue has been registered with the Swedish Companies Registration Office (Bolagsverket), which is expected to occur around 22 July 2025.

Advisors
ABG Sundal Collier AB is acting as financial advisor to the Company, Advokatfirman Vinge KB is legal advisor, to the Company and Aqurat Fondkomission is the issuing agent in connection with the Rights issue.

For more information, please contact
Isofol Medical AB (publ)
Petter Segelman Lindqvist, CEO
E-mail: petter.s.lindqvist@isofolmedical.com
Phone: +46 (0) 739 60 12 56

Margareta Hagman, CFO
E-post: margareta.hagman@isofolmedical.com
Phone: +46 (0) 738 73 34 18

The information was submitted for publication, through the agency of the contact person set out above, at 18:00 CEST on 4 July 2025.

About Isofol Medical AB (publ)
Isofol Medical AB (publ) works to improve the quality of life and prognosis for patients with severe forms of cancer. The company's drug candidate arfolitixorin aims to increase the effect of first-line standard treatment for several forms of solid tumors and is currently being studied in colorectal cancer, the world's third most common cancer, where the medical need for better treatments is truly urgent. A phase Ib/II study is now being conducted with a new dosage regimen that are expected to optimize the effect of the drug candidate. Isofol Medical AB (publ) is traded on Nasdaq Stockholm. www.isofolmedical.com

Important information
The information in this press release does not contain and does not constitute an offer to acquire, subscribe for, or otherwise trade in shares, warrants, or other securities in Isofol. No action has been taken, and no actions will be taken, to permit an offer to the public in any jurisdictions other than Sweden.

This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Isofol. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which such action would be unlawful or would be subject to legal restrictions or require any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Isofol have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the European Union (“EU”), such an offering of Securities may only be made in accordance with the exceptions in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “assess”, “expect”, “may”, “plan”, “consider”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development, and the actual outcome could differ materially from the forward-looking statements.

This information, opinions and forward-looking statements contained in this press release applies only as of the date hereof and may be subject to change without notice. Isofol makes no commitment to publicly update or revise any forward-looking statements, future events or similar circumstances other than as required by applicable law.

Since Isofol conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products (ISP). More information on this can be found on the Company’s website, www.isofolmedical.com.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.