NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Oslo, 21 March 2019: Targovax ASA ("Targovax" or the "Company") has retained DNB
Markets, a part of DNB Bank ASA, and Roth Capital Partners, LLC (the "Joint
Bookrunners") to advise on and effect a private placement of new shares directed
towards Norwegian and international investors after the close of the Oslo Stock
Exchange today, 21 March 2019 (the Private Placement"). In the Private
Placement, the Company is contemplating to issue up to 10,521,973 new shares in
the Company (the "Offer Shares"), representing up to approximately 19.99% of the
outstanding share capital of the Company.
The Company intends to use the net proceeds from the Private Placement to
finance its ongoing clinical development, extension of cash runway into the
third quarter of 2020, additional manufacturing development activities and
general corporate purposes.
The bookbuilding period for the Private Placement will commence today, 21 March
2019 at 16:30 hours (CET) and close on 22 March 2019 at 08:00 hours (CET). The
Company may, however, at any time resolve to close or extend the bookbuilding
period at its own discretion and for any reason. If the bookbuilding period is
shortened or extended, any other dates referred to herein may be amended
The Private Placement will be directed towards Norwegian and international
investors, in each case subject to and in compliance with applicable exemptions
from relevant prospectus or registration requirements.
The subscription price in the Private Placement will be determined by the board
of directors of the Company (the "Board") through an accelerated bookbuilding
process. The minimum subscription and allocation amount in the Private Placement
will be the NOK equivalent of EUR 100,000, provided that the Company may, at its
sole discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
Øystein Soug, CEO of the Company, has undertaken to subscribe for shares in the
Private Placement in the amount of NOK 1 million, through his company Abakus
Allocation of the Offer Shares will be determined at the end of the bookbuilding
process, and the final allocation will be made by the Board at its sole
discretion, following advice from the Joint Bookrunners. Notification of
allotment will be sent to the applicants by the Joint Bookrunners on or about 22
March 2019, subject to any shortenings or extensions of the bookbuilding period.
The Offer Shares will be settled with existing and unencumbered shares in the
Company that are already listed on the Oslo Stock Exchange, pursuant to a share
lending agreement between HealthCap V L.P. as lender, DNB Markets, on behalf of
the Joint Bookrunners, and the Company in order to facilitate delivery of listed
shares to investors on a delivery versus payment basis. The Offer Shares
delivered to the subscribers will thus be tradable from allocation. The Joint
Bookrunners will settle the share loan with new shares in the Company to be
issued by the Board pursuant to an authorization granted at the Company's annual
general meeting held on 11 April 2018.
In connection with the Private Placement, the Company, certain shareholders, the
members of the Board and the Company's primary insiders have entered into
lock-up undertakings for a period of 90 days from the payment date, subject to
The Company will announce the final number of shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published before opening of trading on the Oslo Stock Exchange
tomorrow, 22 March 2019. Payment date for the Offer Shares is expected to be on
or about 26 March 2019. Completion of the Private Placement is subject to final
approval by the Board.
The contemplated transaction will be carried out as a private placement in order
to complete the share issue in today's market conditions in an efficient manner
and to allow for participation from new investors. As a consequence of the
transaction structure, the shareholders' preferential rights will be deviated
Subject to successful completion of the Private Placement, the Board may
consider to carry out a subsequent offering of new shares in the Company
directed towards shareholders in the Company as of 21 March 2019 (as registered
in the VPS on 25 March 2019) who were not allocated Offer Shares in the Private
Placement and who are not resident in a jurisdiction where such offering would
be unlawful or, for jurisdictions other than Norway, would require any
prospectus, filing, registration or similar action. Such shareholders will be
granted non-transferable preferential rights to subscribe for, and, upon
subscription, be allocated new shares. The subscription price in such subsequent
offering will be the same as the subscription price in the Private Placement.
For further information, please contact:
Øystein Soug, CEO
Phone: +47 906 56 525
Activating the patient's immune system to fight cancer Targovax (OSE:TRVX) is a
clinical stage biotechnology company developing immune activators to target
hard-to-treat solid tumors. Immuno-oncology is currently one of the fastest
growing therapeutic fields in medicine.
Targovax's lead product candidate, ONCOS-102, is a genetically modified
oncolytic adenovirus, which has been engineered to selectively infect and
replicate in cancer cells. It has been shown to activate the immune system to
generate tumor-specific immune responses. In phase I trials, ONCOS-102 induced
both local and systemic innate and adaptive immune activation, which has been
associated with clinical benefit. ONCOS-102's targeted path-to-market indication
is mesothelioma, where the virus is currently being tested in a randomized phase
II trial. Another trial, in checkpoint inhibitor refractory advanced melanoma,
is expected to produce important proof-of-concept immune activation data in
heavily pre-treated patients.
Targovax is also developing a neo-antigen cancer vaccine targeting tumors with
oncogenic RAS-mutations, which are known to drive cancer. The TG vaccine program
has shown strong RAS-specific immune activation and a signal of clinical
efficacy in a 32-patient trial with TG01 in resected pancreatic cancer. A next
generation product candidate, TG02 is currently tested in a phase I trial in
colorectal cancer, both as monotherapy and in combination with Keytruda (an anti
-PD1 check point inhibitor).
These materials do not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. The securities of the Company may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Directive, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Directive" means Directive 2003/71/EC as amended (together with any applicable
implementing measures in any Member State.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.