Antia pukkaa:
The Board of Directors in Diamyd Medical has resolved on a rights issue of approximately SEK 208 million
Fri, Feb 28, 2025 14:45 CET
THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLICATED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONGKONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION IN WHOLE OR IN PART, IS SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN DIAMYD MEDICAL AB (PUBL) IN ANY JURISDICTION. PLEASE REFER TO THE “IMPORTANT INFORMATION” SECTION BELOW.
The Board of Directors in Diamyd Medical AB (publ) (" Diamyd Medical " or the " Company ") has today, pursuant to the authorization granted by the Company’s annual general meeting held on December 5, 2024, resolved on a rights issue of a maximum of 26,022,044 units, consisting of shares and warrants, corresponding to approximately SEK 208 million (the “Rights Issue”). The subscription price in the Rights Issue has been set to SEK 8.00 per unit, corresponding to SEK 8.00 per share (the warrants are issued free of charge). Each A-unit contains one (1) share of series A and one (1) warrant of series TO 5 A. Each B-unit contains one (1) share of series B and one (1) warrant of series TO 5 B. Shareholders in Diamyd Medical on the record date have for each four (4) held shares, regardless of share class, preferential right to subscribe for one (1) new unit of the same share class in the Rights Issue. Chairman of the Board of Directors and founder, Anders Essen-Möller, has committed to subscribe for units equivalent to approximately SEK 5 million. In addition, CEO Ulf Hannelius and CFO Anna Styrud have committed to subscribe for their respective pro rata share of the Rights Issue, corresponding to approximately SEK 0.7 million and SEK 0.3 million. Vice Chairman of the Board of Directors, Erik Nerpin, has committed to subscribe for units equivalent to approximately SEK 0.1 million. In total, the Rights Issue is thus covered by subscription commitments equivalent to approximately SEK 6.2 million, corresponding to approximately 3.0 percent of the Rights Issue.
Chairman of the Board comments
“The new issue should be seen against the background of the dilemma we have found ourselves in through our outstanding warrant TO4. We have understood that many intended to exercise their warrants, but as the redemption price for TO4 is above the current market price, we have made the assessment that TO4 will not provide the capital we need. We do not think it would be justifiable to let holders of TO4 - who in most cases are also shareholders in Diamyd - subscribe for shares at the price of SEK 16 and that we immediately afterwards carry out a new share issue at a lower price. Those who have intended to use their TO4 can now instead subscribe for more shares for the same amount. Everyone who subscribes to the issue now also receives a new warrant - TO5 - whose redemption period in April next year falls shortly after our FDA-approved early readout of the registrational phase-3 study DIAGNODE-3.
I hope for some understanding of the above and that the decision will prove to be wise in a year’s time. I intend to personally subscribe for SEK 5 million in the rights issue.”
Anders Essen-Möller, Founder and Chairman of the Board of Directors, Diamyd Medical
CEO comments
“We are now entering a crucial phase with the early readout of our registrational Phase 3 study and ongoing partnership discussions. This financing strengthens our cash position and provides us with the flexibility to focus on ongoing strategic dialogues and preparations for the study results.”
Ulf Hannelius, CEO, Diamyd Medical
Summary of the Rights Issue
The Board of Directors in Diamyd Medical has today, pursuant to the authorization granted by the Company’s annual general meeting held on December 5, 2024, resolved on the Rights Issue. The Rights Issue is carried out on the following main terms:
- The Rights Issue comprises a maximum of 26,022,044 units, of which 747,124 are A-units and 25,274,920 are B-units, corresponding to issue proceeds of approximately SEK 208 million before deduction of related issue costs.
- Shareholders in Diamyd Medical on the record date, April 11, 2025, will for each one (1) held share, regardless of share class, receive one (1) unit right of the same class. Four (4) unit rights will entitle the holder to subscribe for one (1) new unit of the corresponding share class, implying a subscription ratio of 1:4.
- Each A-unit contains one (1) share of series A and one (1) warrant of series TO 5 A and each B-unit contains one (1) share of series B and one (1) warrant of series TO 5 B.
- The subscription price in the Rights Issue has been set to SEK 8.00 per unit, corresponding to a discount of approximately 43.2 percent compared to the theoretical price after separation of unit rights (TERP), based on the volume-weighted average price (VWAP) of the B-share on Nasdaq First North Growth Market on February 27, 2025. The warrants are issued free of charge.
- The last day of trading in Diamyd Medical’s B-shares including the right to receive unit rights of series B in the Rights Issue is April 9, 2025. The B-shares are traded excluding the right to receive unit rights of series B in the Rights issue from April 10, 2025.
- The record date for participation in the Rights Issue is April 11, 2025.
- The subscription period in the Rights Issue runs from and including April 15, 2025, to and including April 29, 2025.
- Trading in unit rights of series B (UR B) will take place on Nasdaq First North Growth Market during the period from and including April 15, 2025, to and including April 24, 2025, and trading in paid subscribed B-units (BTU B) will take place on Nasdaq First North Growth Market during the period from and including April 15, 2025 to and including May 20, 2025. No trading will take place in neither unit rights of series A nor paid subscribed A-units (BTU A).
- Two (2) warrants of series TO 5 entitle the holder to subscribe for one (1) new share of the corresponding share class in the Company during the period from and including April 16, 2026, to and including April 30, 2026. The exercise price for subscription of shares by exercise of warrants of series TO 5 is SEK 20.00 per share.
- Provided that the Rights Issue is fully subscribed, the Board of Directors may resolve on an additional unit issue of a maximum of 2,500,000 B-units.
- Chairman of the Board of Directors and founder, Anders Essen-Möller, has committed to subscribe for units equivalent to approximately SEK 5 million. In addition, CEO Ulf Hannelius and CFO Anna Styrud have committed to subscribe for their respective pro rata share of the Rights Issue, corresponding to approximately SEK 0.7 million and SEK 0.3 million. Vice Chairman of the Board of Directors, Erik Nerpin, has committed to subscribe for units equivalent to approximately SEK 0.1 million. In total, the Rights Issue is thus covered by subscription commitments equivalent to approximately SEK 6.2 million, corresponding to approximately 3.0 percent of the Rights Issue.
- The complete terms and conditions for the Rights Issue, including additional information about the Company, will be made available in the EU growth prospectus that is expected to be published on the Company’s website on April 14, 2025 (the “Prospectus”).
Warrants of series TO 4
The terms of Diamyd Medical’s outstanding warrants of series TO 4 remain unchanged, meaning that during the period from March 3 to March 31, 2025, two (2) warrants can be exercised to subscribe for one (1) new share at an exercise price of SEK 16.00. In the event that new shares are subscribed for through the exercise of TO 4, these newly subscribed shares will be given the opportunity to participate in the Rights Issue under the same conditions as currently existing shares. This would also mean that the Board of Directors’ decision regarding the Rights Issue will be adjusted to include these newly subscribed shares. Shareholders should therefore note that the number of units, shares, warrants, and share capital stated in the press release are subject to change due to such adjustments. Anyone considering exercising TO 4 to subscribe for new shares should carefully review the terms of the Rights Issue and the additional information provided in this press release.
Background and reason
The past year has been eventful for Diamyd Medical. The US FDA has confirmed that the ongoing Phase 3 study, DIAGNODE-3, meets the requirements for accelerated approval. An early readout in early 2026 will serve as the basis for potential market approval in the US. Market analyses in the US indicate that Diamyd® has sales potential exceeding USD 2 billion per year for its launch indication. Diamyd® has already received Fast Track Designation as well as Orphan Drug Designation from the FDA.
The Company’s lead drug candidate, Diamyd®, is an antigen-specific immunotherapy for individuals carrying a common risk gene called HLA DR3-DQ2. The gene is carried by up to 40 percent of the millions of individuals worldwide who are at risk for, or have been diagnosed with, autoimmune diabetes. By intervening early in the disease process and preserving as much of the body’s own insulin production as possible, the progression of the disease can be delayed, blood sugar control improved, and complications of autoimmune diabetes, which include cardiovascular disease, retinopathy (an eye disease that can lead to blindness), neuropathy (a nerve disease that can lead to amputations and pain) and nephropathy (a kidney disease that can lead to kidney failure) be significantly reduced. Here, Diamyd Medical has a broad focus on preventive medicine through the registration-based precision medicine Phase 3 study DIAGNODE-3 and the prevention study DiaPrecise.
The Board of Directors in Diamyd Medical is now offering shareholders the opportunity to participate in the Rights Issue, which will provide working capital to prepare the Company for an early readout of DIAGNODE-3 in March 2026. To capitalize the Company with working capital and create the conditions necessary to ensure the execution of the Company’s business plan and strategy, the Board of Directors resolved on the Rights Issue on February 28, 2025.
Use of issue proceeds
Upon full subscription in the Rights Issue, the Company will receive initial proceeds of approximately SEK 208 million before deduction of issue costs, which are estimated to amount to approximately SEK 9 million. Upon full exercise of all warrants, provided that the Rights Issue is fully subscribed and that the additional unit issue is exercised to the maximum possible amount, the Company will receive additional issue proceeds of approximately SEK 285 million before deduction for issue costs, i.e. approximately SEK 277 million after deduction for issue costs. All proceeds are intended to be used for the following purposes, listed in order of priority:
- approximately 65 percent will be used for the clinical development of Diamyd®, primarily for the Phase 3 study DIAGNODE-3 and preparations for the early readout of the study;
- approximately 20 percent will be used for the continued development of the Company’s production facility in Umeå for production of GAD65;
- approximately 10 percent will be used for the general administration and other; and
- approximately 5 percent will be used may be used for an expansion of the Company’s antigen-specific immunotherapy platform.
Preliminary timeline for the Rights Issue
| April 9, 2025 | Last day of trading in B-shares including right to receive unit rights of series B |
|---|---|
| April 10, 2025 | First day of trading in B-shares excluding right to receive unit rights of series B |
| April 11, 2025 | Record date for the Rights Issue |
| April 14, 2025 | Planned publishing date of the Prospectus |
| April 15, 2025 – April 29, 2025 | Subscription period |
| April 15, 2025 – April 24, 2025 | Trading in unit rights of series B (UR B) |
| April 15, 2025 – May 20, 2025 | Trading in paid subscribed B-units (BTU B) |
| April 29, 2025 | Expected announcement of the preliminary outcome |
| April 30, 2025 | Expected announcement of the final outcome |
The above preliminary timeline is conditional on the Prospectus being approved and published at the estimated date of April 14, 2025.
Subscription commitments
Chairman of the Board of Directors and founder, Anders Essen-Möller, has committed to subscribe for units equivalent to approximately SEK 5 million. In addition, CEO Ulf Hannelius and CFO Anna Styrud have committed to subscribe for their respective pro rata share of the Rights Issue, corresponding to approximately SEK 0.7 million and SEK 0.3 million. Vice Chairman of the Board of Directors, Erik Nerpin, has committed to subscribe for units equivalent to approximately SEK 0.1 million. In total, the Rights Issue is thus covered by subscription commitments equivalent to approximately SEK 6.2 million, corresponding to approximately 3.0 percent of the Rights Issue. No fee is to be paid for the subscription commitments. The subscription commitments are not secured through pledged assets, restricted funds or similar arrangements.
Exercise price and subscription period for warrants of series TO 5
Two (2) warrants of series TO 5 entitle the holder to subscribe for one (1) new share of the corresponding share class in the Company during the period from and including April 16, 2026, to and including April 30, 2026, at an exercise price of SEK 20.00.
Additional unit issue
Contingent on that the Rights Issue is fully subscribed, the Board of Directors of Diamyd Medical may resolve on an additional unit issue of a maximum of 2,500,000 B-units, equivalent to additional issue proceeds of up to SEK 20 million. The allocation in the additional unit issue is conducted at the discretion of the Board of Directors and is primarily aimed towards current shareholders and strategic investors who have subscribed for units in the Rights Issue but not received full allocation. Thus, the additional unit issue may increase the total issue proceeds in the Rights Issue to approximately SEK 228 million before related issue costs.
Shares and share capital
Upon full subscription in the Rights Issue, Diamyd Medical’s share capital will initially increase by SEK 2,639,188.4834, from SEK 10,556,754.1362 to SEK 13,195,942.6196, and the number of shares by 26,022,044, from 104,088,178 shares to 130,110,222 shares. After a fully subscribed Rights Issue, the number of A-shares will increase by 747,124 shares, from 2,988,496 shares to 3,735,620 shares, and the number of B-shares will increase by 25,274,920 shares, from 101,099,682 shares to 126,374,602 shares.
Shareholders who choose not to subscribe in the Rights Issue will therefore be faced with a maximum dilution effect of approximately 20 percent of the number of shares and votes, calculated as new shares and votes divided by the total number of outstanding shares and votes after the Rights Issue, but are given the opportunity to be financially compensated for this dilution effect by selling their received unit rights of series B.
If the Board of Directors of Diamyd Medical resolve on the additional unit issue and it is exercised and subscribed to the maximum amount possible, the number of B-shares will increase by 2,500,000 shares. Given that the Rights Issue is fully subscribed, the total number of shares will thus increase by 28,522,044 shares, from 104,088,178 shares to 132,610,222 shares, of which 3,735,620 are A-shares and 128,874,602 are B-shares. Upon full exercise and subscription of the additional unit issue, the share capital will increase by SEK 253,553.1493, from SEK 13,195,942.6196 to SEK 13,449,495.7689, provided a fully subscribed Rights Issue. Shareholders would thereby experience a dilution effect of an additional maximum of approximately 1.9 percent of the number of shares and approximately 1.5 percent of the number of votes. Shareholders who choose not to subscribe in the Rights Issue may therefore experience a dilution effect of up to approximately 21.5 percent of the number of shares and approximately 21.2 percent of the total number of votes.
Should the warrants be fully exercised (assuming full subscription in the Rights Issue), this would imply an additional dilution effect of approximately 9.1 percent of the number of shares and approximately 9.1 percent of the number of votes. Should the Board of Directors resolve on the additional unit issue, and it is exercised to the maximum extent possible, provided the Rights Issue is fully subscribed, the dilution effect resulting from the warrant series being fully exercised would instead amount to approximately 9.7 percent of the number of shares and approximately 9.6 percent of the number of votes. Shareholders may therefore be faced with a maximum dilution effect of approximately 29.1 percent of the number of shares and approximately 28.8 percent of the number of votes.
Prospectus
An EU growth prospectus with complete terms and conditions for the Rights Issue will be published and made available before the subscription period commences on Diamyd Medical’s website, www.diamyd.com, and on Aqurat Fondkommission AB’s website, www.aqurat.se.
Advisors
G&W Fondkommission acts as Financial Advisor to Diamyd Medical in connection with the Rights Issue. Aqurat Fondkommission AB has been appointed as Issuer Agent.
About Diamyd Medical
Diamyd Medical develops precision medicine therapies to prevent and treat Type 1 Diabetes and LADA (Latent Autoimmune Diabetes in Adults). Diamyd® is an investigational antigen-specific immunomodulatory therapeutic
for the preservation of endogenous insulin production specifically for individuals carrying a HLA DR3-DQ2 gene. Diamyd® has been granted Orphan Drug Designation in the U.S. as well as Fast Track Designation by the U.S. FDA for the treatment of Stage 3 (clinically diagnosed symptomatic) Type 1 Diabetes. Diamyd® has also been granted Fast Track Designation for the treatment of Stage 1 and 2 (pre-symptomatic) Type 1 Diabetes. DIAGNODE-3, a confirmatory Phase III trial is actively recruiting patients with recent-onset (Stage 3) Type 1 Diabetes at 60 clinics in eight European countries and in the US. Significant results have previously been shown in a large genetically predefined patient group - in a large-scale meta-analysis as well as in the Company’s prospective European Phase IIb trial, where Diamyd® was administered directly into a superficial lymph node in children and young adults with recently diagnosed Type 1 Diabetes. The DIAGNODE-3 trial is recruiting only this patient group that carries the common genotype known as HLA DR3-DQ2, which constitutes approximately 40 % of patients with Type 1 Diabetes in Europe and the US. Injections into a superficial lymph node can be performed in minutes and are intended to optimize the treatment response. A biomanufacturing facility is under development in Umeå, Sweden, for the manufacture of recombinant GAD65 protein, the active ingredient in the antigen-specific immunotherapy Diamyd®. Diamyd Medical is a major shareholder in the stem cell company NextCell Pharma AB and in the artificial intelligence company MainlyAI AB.
Diamyd Medical’s B share is traded on Nasdaq First North Growth Market under the ticker DMYD B. FNCA Sweden AB is the Company’s Certified Adviser.
