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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Oslo, 21 March 2019: Reference is made to the stock exchange announcement by
Targovax ASA (OSE:TRVX) ("Targovax" or the "Company"), a clinical stage
biotechnology company developing immune activators to target hard-to-treat solid
tumors, on 21 March 2019 regarding a contemplated private placement of new
shares in the Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been
successfully completed, raising gross proceeds of approximately NOK 74 million
(USD 9 million) through the allocation of 10,521,973 new shares (the "New
Shares") at a subscription price of NOK 7.0 per share. The Private Placement
took place through an accelerated bookbuilding process after close of market on
21 March 2019.
DNB Markets, a part of DNB Bank ASA, and Roth Capital Partners, LLC acted as
joint bookrunners (the "Joint Bookrunners") in connection with the Private
Placement. The Private Placement attracted strong interest from existing
shareholders and new institutional investors, both in Norway and the US.
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 Private Placement and the issuance of the New Shares was resolved by the
Company's board of directors at a board meeting held on 21 March 2019, based on
the authorization granted to the board of directors at the Company's annual
general meeting held on 11 April 2018.
Completion of the Private Placement implies a deviation from the existing
shareholders' pre-emptive rights to subscribe for and be allocated new shares.
The board of directors has carefully considered such deviation and has resolved
that the Private Placement is in the best interests of the Company and its
shareholders. In reaching this conclusion the board of directors has inter alia
considered the implications of an underwritten rights issue given the volatility
and negative development in the Company's share price, alternative financing
sources, the dilutive effect of the share issue, the investor interest in the
transaction, the strengthening of the shareholder base that will be achieved by
the Private Placement, and that a subsequent offering is expected to be carried
Notification of allotment of the new shares in the Private Placement and payment
instructions is expected to be sent to the applicants through a notification
from the Joint Bookrunners on 22 March 2019. Settlement of the New Shares
towards investors will be made on a delivery versus payment basis on 26 March
2019 (T+2 settlement), by delivery of existing and unencumbered shares in the
Company that are already listed on the Oslo Stock Exchange, pursuant to a share
lending agreement between DNB Markets (on behalf of the Joint Bookrunners), the
Company and HealthCap V L.P. The new shares delivered to the subscribers will
thus be tradable from allocation. The shares borrowed for settlement of the
Private Placement will be redelivered to HealthCap V L.P. in the form of new
shares in the Company.
Following registration of the new share capital pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, which is expected
to take place on or about 27 March 2019, the Company will have an issued share
capital of NOK 6,313,842.10, divided into 63,138,421 shares, each with a par
value of NOK 0.10.
The board of directors of the Company has resolved to propose to the annual
general meeting of the Company to be held on 30 April 2019, that a subsequent
repair offering consisting of up to 2,104,394 new shares (the "Subsequent
Offering") is carried out directed towards shareholders of the Company as of
today, 21 March 2019 (as registered in the Norwegian Central Securities
Depository ("VPS") on 25 March 2019), who were not allocated shares in the
Private Placement and who are not resident in a jurisdiction where such offering
would be unlawful, or would in jurisdictions other than Norway require any
prospectus filing, registration or similar action, will receive non-transferable
subscription rights. Over-subscription will be allowed but subscription without
subscription rights will not be allowed. The subscription price in the
Subsequent Offering will be the same as in the Private Placement, i.e. NOK 7.0
per share. Launch of the Subsequent Offering is conditional upon (i) the
approval by the Company's annual general meeting, expected to be held on or
about 30 April 2019 and (ii) the publication of a prospectus approved by the
Norwegian Financial Supervisory Authority. The subscription period in the
Subsequent Offering is expected to commence on or about 2 May 2019.
The following primary insider has been allocated New Shares in the Private
Placement at a subscription price of NOK 7.0 per New Share:
Øystein Soug, CEO of the Company, through his company Abakus Invest AS, was
allocated 75,000 shares in the Private Placement. Following this allocation,
Øystein Soug with his related parties hold 190,000 shares and 1,160,000 options
in the Company.
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.