Press release from Companies
Publicerat: 2025-06-02 08:15:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE THIS PRESS RELEASE IS DISTRIBUTABLE WOULD BE ILLEGAL OR REQUIRE ADDITIONAL ACTIONS THAN SUCH ACTIONS RESULTING FROM DANISH LAW. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE. The Board of Directors of Curasight A/S (“Curasight” or the “Company” – TICKER: CURAS), has today, based on the authorization granted by the extraordinary general meeting on 23 April 2025, resolved on a directed issue of 977,768 shares to guarantors who have entered into guarantee commitments in the rights issue of shares announced on 4 April 2025 (the “Rights Issue”) and who have chosen to receive guarantee compensation in the form of newly issued shares (the “Directed Issue”). The subscription price in the Directed Issue amounts to DKK 1.98 per share, which corresponds to the subscription price in the Rights Issue. Payment is made by offsetting the guarantor's claim for guarantee compensation.
The Directed Issue
In connection with the announcement of the Rights Issue, it was communicated that the Rights Issue was covered by guarantee commitments amounting to a total of approximately DKK 19.3 million. In accordance with the guarantee agreements, guarantee commitments were entitled to a guarantee compensation corresponding to 13 per cent of the guaranteed amount in cash or 22 per cent of the guaranteed amount in newly issued shares in the Company.
The guarantors who have not opted to receive their guarantee compensation in the form of new shares will instead receive cash compensation for their respective guarantee commitments. The cash portion of the guarantee compensation amounts to approximately DKK 1.36 million.
The reason for the deviation from the shareholders' preferential rights in the Directed Issue is to fulfill the Company's contractual obligation towards the guarantors. The Board of Directors believes that it is to the advantage of the Company's financial position to take advantage of the opportunity to pay the guarantee compensation in the form of newly issued shares instead of cash payment.
Resolutions on the Directed Issue have been made based on the authorization from the Extraordinary General Meeting held on 23 April 2025. The subscription price for shares issued through the Directed Issue has, in accordance with the guarantee agreements, been set at DKK 1.98 per share. The subscription price has been determined through arm's length negotiations between the Company and the Guarantors. The Board of Directors has made the assessment that the terms and conditions have thus been determined in such a way that market conditions have been ensured and that they reflect the current market situation. Payment in the Directed Issue will be made by set-off of the Guarantors' respective claims for guarantee compensation against the Company.
Total increase in the number of shares and share capital
Through the Directed Issue, the share capital increases by a total of DKK 48,888.40, from DKK 2,244,312.10 to DKK 2,293,200.50, through a new issue of a total of 977,768 shares, which means that the total number of shares increases from 44,886,242 to 45,864,010 shares, corresponding to a total dilution of approximately 2.1 percent of the share capital and voting rights.
Advisors
Sedermera Corporate Finance AB acts as Sole Global Coordinator and bookrunner in connection with the Rights Issue. DLA Piper is the Company's legal advisor. Danske Bank A/S is the settlement agent.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0)40 615 14 10
E-mail: cf@sedermera.se
For further information about the Company, please contact:
Ulrich Krasilnikoff, CEO, Curasight A/S
Phone: +45 22 83 01 60
E-mail: uk@curasight.com
www.curasight.com
Important information
The publication, disclosure, or distribution of this corporate announcement may be subject to legal restrictions in certain jurisdictions, and persons in the jurisdictions where this press release has been disclosed or distributed should inform themselves of and comply with such legal restrictions. The information in this corporate announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Curasight. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Denmark and Sweden. The recipient of this corporate announcement is responsible for using this corporate announcement and the information herein in accordance with applicable regulations in the respective jurisdiction. This corporate announcement does not constitute an offer to sell or an invitation regarding an offer to acquire or subscribe for securities issued by the Company in any jurisdiction where such an offer or invitation would be unlawful.
This corporate announcement is not a prospectus in accordance with the definition in the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. In connection with the Rights Issue the Company has prepared a disclosure document in accordance with article 1.4 db of the Prospectus Regulation. The disclosure document has been drafted in accordance with annex IX of the Prospectus Regulation. The Danish Financial Supervisory Authority, which is the competent authority, has not approved nor reviewed the disclosure document. Each investor is advised to make their own assessment of whether it is appropriate to invest in the Company.
The information in this corporate announcement may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Danish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No pre-emption rights, shares, warrants or other securities in Curasight 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 no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, 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 of America.
Within the European Economic Area ("EEA"), no public offering of pre-emption rights, shares, warrants or other securities ("Securities") is made, except for Denmark and Sweden (“Other EEA States”). In the Other EEA States, this corporate announcement is intended only for and directed to “qualified investors” as defined in the Prospectus Regulation. The Securities are not intended to be offered to the public in any Other EEA State and are only available to “qualified investors” in such Other EEA State, except pursuant to the applicable exception in the Prospectus Regulation. In Other EEA States 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 corporate announcement and should not act or rely on it.
This corporate announcement may contain forward-looking statements which reflect the Company's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "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.
About Curasight
Curasight is a clinical development company based in Copenhagen, Denmark. The Company is a pioneer in the field of exploiting a novel Positron Emissions Tomography (PET) imaging (uTRACE®) and Radioligand Therapy (uTREAT®) Theranostic Platform targeting the urokinase-type plasminogen activator receptor ("uPAR"). The technology is expected to improve diagnosis and provide more gentle and efficient treatment of multiple cancer types.
