May 19, 2022, 08:45
Today, the 19th of May 2022, the subscription period in Carbiotix AB's ("Carbiotix" or the "Company") issue of units with preferential rights for existing shareholders (the "Rights Issue") begins. The public is also invited to subscribe for units in the Rights Issue. The subscription period runs until the 2nd of June 2022. Upon full subscription, the Rights Issue can initially provide the Company with approximately SEK 20.1 million before issue costs and thereafter an additional maximum of approximately SEK 20.1-40.1 million before issue costs referring to the exercise of attached warrants of series TO 1 approximately 14 months after the initial issue. The rights issue is secured in writing to approximately 80 percent through pre-subscription- and guarantee commitment agreements. The memorandum, teaser and subscription form are available via the Company's (www.carbiotix.com), Sedermera Corporate Finance AB's (www.sedermera.se), Nordic Issuing AB's (www.nordic-issuing.se) and Spotlight Stock Market’s (www.spotlightstockmarket.com) respective websites. In addition, it is possible to subscribe for units with digital signing via Nordic Issuing AB's website.
Background and Motive
Since the listing in 2019, Carbiotix has focused on scaling up and developing the business. In September 2021, Carbiotix presented a product launch plan for the next five years, which includes the launch of CarbiAXOS as a dietary supplement ingredient in the USA in 2022. To enable the launch of CarbiAXOS in the USA, market approval in the form of GRAS SA status is required. According to a GRAS consultant, this can be granted in October 2022. Thus, the Company plans to launch CarbiAXOS at a conference in Boston, USA, in early November 2022. Furthermore, Carbiotix announced at the end of April that the Company has entered into its first sales agreement regarding CarbiAXOS with a Swedish consumer product company focusing on dietary supplements containing prebiotic fibre. Carbiotix has also completed its first production facility at FoodHills in Bjuv, which marked the start of the commercialization of CarbiAXOS. During the first quarter of 2022, a type-2 diabetes clinical study was also initiated by Lund University, which is testing the co-treatment of CarbiAXOS as a medical food together with the drug metformin. This is done to evaluate whether the side effects of metformin can potentially be reduced in cointervention with CarbiAXOS.
The purpose of the Rights Issue is to finance the Company's activities to achieve future objectives, primarily the start-up and upscaling of Carbiotix first production facility in Bjuv, as well as the commencement and growth of product sales. The Company's goals for the upcoming years include the first sales agreement for CarbiAXOS in the USA and the launch of CarbiAXOS as a nutritional ingredient in the USA, which are expected during the current year. In 2022, the Company intends to carry out the first medical food study with CarbiAXOS (which was started at the end of March 2022 and is expected to be completed in 2023) and complete ISO 9000 certification. During the next year, the Company intends to conclude sales agreements in Europe, increase production 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 CarbiAXOS production facility for food and beverage ingredients in the US through a joint venture structure, concluding a first CarbiAXOS sales agreement outside the US and Europe, and achieving a positive operating profit (EBIT) of SEK 20 million on sales of SEK 70 million during the financial period, with a forecast of 10x EBIT for 2025, when the first CarbiAXOS production facility for the production of food and beverage ingredients in the USA is inaugurated.
For full information, please refer to the memorandum prepared in connection with the Rights Issue. The memorandum, containing full terms and conditions, as well as a summary teaser and subscription form are available on the Company's (www.carbiotix.com), Sedermera Corporate Finance AB's (www.sedermera.se), Nordic Issuing AB's (www.nordic-issuing.se) and Spotlight Stock Market’s (www.spotlightstockmarket.com) respective websites. In addition, it is possible to subscribe for units with digital signing on Nordic Issuing AB's website.
• Subscription period: 19th of May 2022 – 2 nd of June 2022.
• Trading in unit rights: 19th of May 2022 – 30th of May 2022.
• Trading in BTU: The 19th of May 2022 until the Rights Issue has been registered at the Swedish Companies Registration Office.
• Announcement of the final outcome of the Rights Issue: Around the 8 th of June 2022.
The offer in summary
• Preferential right to subscribe: For each share held on the record date the 13th of May 2022, one unit right will be received. Thirty-four (34) unit rights entitle to subscription of one (1) unit. One (1) unit consists of seven (7) shares and seven (7) warrants of series TO 1.
• Subscription and payment: Subscription with the support of unit rights is made during the subscription period in accordance with the terms and conditions of the offer. Please note that unit rights that the shareholder does not intend to exercise must be sold no later than on the 30th of May 2022 in order not to expire.
• Subscription price: The subscription price is SEK 55.30 per unit, which corresponds to SEK 7.90 per share. Brokerage fee does not apply.
• Pre money valuation in the current offer: SEK 97.4 million.
• Number of shares before the Rights Issue: 12,333,000 shares.
• Dilution: For existing shareholders who choose not to exercise their unit rights to subscribe for units, a maximum dilution of approximately 17 percent will apply through the initial issue. Provided that also the warrants of series TO 1 are fully exercised, the dilution amounts to an additional approximately 15 percent.
• Issue volume: Initially, approximately SEK 20.1 million before issue costs, and through warrants the possibility of an additional maximum of approximately SEK 20.1-40.1 million before issue costs during June/July 2023.
• Pre-subscription- and guarantee commitments: Carbiotix has received pre-subscription- and guarantee commitments of approximately SEK 16 million (corresponding to approximately 80 percent of the initial issue volume). For guarantee commitments issued, a cash premium payment of ten percent is paid.
• Trading venue: Spotlight Stock Market.
Warrants of series TO 1
Holders of warrants of series TO 1 have, during the exercise period from the 28th of June 2023 to the 19th of July 2023, the right to subscribe for one new share in the Company for each warrant at an exercise price that will be determined within the range of SEK 7.90-15.80 per share. The exercise price will be based on the average volumeweighted share price during a period of 20 trading days prior to the beginning of the exercise period, with a discount of approximately 30 percent, but as mentioned above the price will be determined within the range of SEK 7.90- 15.80. The final exercise price will be communicated one to two days before the start of the exercise period. Provided that all warrants of series TO 1 are exercised at the highest exercise price, the Company will through exercise of warrants receive approximately SEK 40.1 million before issue related costs.
In connection with the Rights Issue, Carbiotix has assigned 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 provides the Company with advice regarding communication.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 40 615 14 10
For further information:
Kristofer Cook, CEO
Tel: +46 (0)708-796580
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.Go Back