Scandion Oncology A/S

Summary of the offering

•  Subscription period: 20 June 2019 – 9 July 2019.
•  Record date and preferential rights: The record date is on the 14th of June 2019. Shareholders of Scandion Oncology at the record date have preferential rights in the unit issue. Last day of trading in Scandion Oncology’s share including the right to receive unit rights is on 12th of June 2019. First day of trading in Scandion Oncology’s share excluding the right to receive unit rights is on 13th of June 2019. Each currently held share qualifies for one (1) unit right. Five (5) unit rights entitles the subscriber to subscribe for one (1) unit. One (1) unit consists of three (3) new shares and one (1) consideration free warrants of series TO 1.
•  Issue price: 12.30 SEK per unit, corresponding to 4.10 SEK per share. Warrants of series TO 1 are received free of consideration.
•  Volume of issuance: The offering consists of up to 7,144,590 shares and a total of up to 2,381,530 warrants of series TO 1, corresponding to payment of an aggregate cash subscription amount of approximately SEK 29.3 million (for subscription of the shares) and SEK 12.4 million respectively (for subscription of shares based on exercise of warrants). If the unit issue is fully subscribed and all the warrants of series TO 1 are exercised, Scandion Oncology is provided with a total of approximately SEK 41.7 million before issuing costs.
•  Subscription commitments and guarantee commitments: Scandion Oncology has prior to the planned unit issue in writing agreed on subscription commitments of approximately SEK 16.9 million and guarantee commitments of approximately SEK 7.2 million. Thus, in total the Company has agreed on approximately SEK 24.1 million, corresponding to approximately 82 % of the issue volume, through subscription commitments and guarantee commitments. The guarantee commitments will be from the top down, meaning e.g. if the rights issue is subscribed for approximately SEK 22,1 million, the guarantee commitment is executed for the remaining approximately SEK 7,2 million.
•  Number of shares before the unit issue: 11,907,651 shares.
•  Valuation (pre-money): Approximately SEK 48.8 million.
•  Trading in unit rights: Trading in unit rights will be made at Spotlight Stock Market during the time period 20th of June 2019 – 5th of July 2019.
•  Trading in BTU: Trading in paid subscribed unit (“BTU”) will take place on Spotlight Stock Market from 20th of June 2019 until the Danish Business Agency (Erhvervsstyrelsen) has registered the unit issue. This registration is expected to take place in the middle of July 2019.
•  Marketplace: The share of Scandion Oncology is listed at Spotlight Stock Market.
•  Cross border-transfer of securities: From 3rd of June 2019 – 18th of June 2019, cross border-transfer of shares, i.e. transfers of shares from VP-Securities to Euroclear or vice versa, in Scandion Oncology, are stopped. Unit rights and paid and subscribed units (”BTU”) in the Company will not be subject to cross border-transfer between VP-Securities and Euroclear during this period.

Summary of the consideration free warrants

•  Exercise period: 10 September 2020 – 1 October 2020.
•  Exercise price: Each warrant entitles the holder the right to subscribe for one (1) new share in Scandion Oncology at a subscription price of SEK 5.20 per share.
•  Issue volume: If the initial issue of units is fully subscribed, a total of 2 381 530 warrants of series TO 1 will be issued. The warrants can provide the Company a total of SEK 12 383 956,00 if all warrants are exercised.
•  Valuation (pre-money): Approximately SEK 99 million.