Mar 22, 2022, 14:00
Carbiotix AB (“Carbiotix” or “the Company”) hereby announces that the Board of Directors of the Company has decided to propose to the coming Annual General Meeting to authorize the Board to decide on the implementation of a rights issue of units of initially approximately SEK 20 million and thereafter approximately SEK 20-40 million attributable to attached warrants (“the Rights Issue”). The public is also given the opportunity to participate. The rights issue is covered to approximately 80 percent by pre-subscription- and guarantee commitments. Notice for the Annual General Meeting is published in a separate press release.
Background and motive for the Rights Issue
The Board of Directors of the Company has at a Board meeting decided to propose to the already planned Annual General Meeting that the Annual General Meeting shall authorize the Board to decide on the implementation of the Rights Issue. The Annual General Meeting, which is scheduled to take place on April 22, 2022, will be announced by a separate notice by press release.
The motive for the Rights Issue is to finance future goals, primarily the start-up and upscaling of Carbiotix's first CarbiAXOS production facility in Bjuv, as well as the start-up and growth of product sales. The Company's goals for the coming years include an initial sales agreement for CarbiAXOS and the launch of CarbiAXOS as a nutritional ingredient in the USA, which are expected during the current year. In 2022, the Company also intends to start the first medical food study with CarbiAXOS (which is expected to be completed in 2023) and ISO 9000 certification. Next year, the Company intends to conclude sales agreements in Europe, increase capacity in the production facility and plan for the first 200-ton large-scale CarbiAXOS production module in Sweden through a joint venture structure. For 2024, the Company has goals such as building the first full-scale food and beverage CarbiAXOS ingredient plant in the US through a joint venture structure, concluding a first CarbiAXOS sales agreement outside the USA and Europe, and achieving positive EBIT of SEK 20 million on sales of SEK 70 million during the financial period, with a forecast of 10x EBIT 2025 when the first CarbiAXOS facility for the production of food and beverage ingredients in the USA goes online.
Subject to the Annual General Meeting approving the Board's proposal to authorize the Board to decide on the Rights Issue, the initial part of the Rights Issue is secured to approximately 80 percent through pre-subscriptionand guarantee commitments. The terms (including the subscription price) in the planned Rights Issue are intended to be determined in connection with the Board's decision on the Rights Issue on the basis of the proposed authorization. The subscription price is planned to be determined with a market discount to TERP based on the average volume-weighted share price over a period of twenty trading days prior to the determination of terms before the Board decides on the Rights Issue.
In the proposed Rights Issue of units, in addition to shares, free warrants are planned to be issued. The exercise price of the warrants is intended to be based on the average volume-weighted share price during a trading period of ten to twenty trading days before the exercise period begins, with a discount of 30 percent. The exercise price for the warrants is planned to be determined within the interval where the minimum price corresponds to the same subscription price per share as in the Rights Issue and where the maximum price corresponds to an increase of 100 percent. The amount the Company can obtain through the exercise of warrants is thus estimated to amount to approximately SEK 20-40 million at maximum exercise, provided that all warrants are exercised.
Pre-subscription and guarantee commitments
Carbiotix has received subscription and guarantee commitments totalling approximately SEK 16 million, which corresponds to approximately 80 percent of the Rights Issue. Subscription commitments from existing owners and external investors correspond to approximately SEK 6.85 million (approximately 34.2 percent of the total issue proceeds) and of these, approximately SEK 1 million pertains to pre-subscription commitments from the Company's Board and management. Guarantee commitments from external investors correspond to approximately SEK 9.15 million (approximately 45.8 percent of the total issue proceeds). For issued guarantee commitments, a cash premium of ten percent is paid.
Annual General Meeting and expected schedule for the Rights Issue
The Board convenes the shareholders to the Annual General Meeting through a separate press release. The Annual General Meeting is scheduled to take place on April 22, 2022. A detailed schedule and terms for the Rights Issue will be announced in the decision on the Rights Issue. Provided that the Board is authorized by the Annual General Meeting, the subscription period in the Rights Issue is planned to be completed in May/June 2022.
Advisors
In connection with the Rights Issue, Carbiotix has engaged Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor, and Nordic Issuing AB as issuing agent. Shark Communication AB has provided the Company with advice regarding communication.
For additional information about the Rights Issue, please contact:
Sedermera Corporate Finance AB Phone: +46 40 615 14 10 E-mail: cf@sedermera.se www.sedermera.se
This information is such information that Carbiotix AB is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the agency of the above contact person, for publication on March 22, 2022.
For further information:
Carbiotix AB
Kristofer Cook, CEO
Tel: +46 (0)708-796580
E-mail: kristofer.cook@carbiotix.com
Carbiotix AB (CRBX) (www.carbiotix.com) is an award-winning biotechnology company pioneering microbiome healthcare through a range of cost-effective gut health testing services and a portfolio of microbiome modulators covering prebiotic ingredients, medical foods and therapeutics.
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