NeuroVive publishes prospectus and new financial information included in the prospectus in connection with forthcoming rights issue

NeuroVive Pharmaceutical AB (Nasdaq Stockholm: NVP) (”NeuroVive” or the ”Company”) has in connection with the forthcoming issue of shares with preferential rights for existing shareholders, announced on February 19, 2020 (the ”Rights Issue”), and the admission to trading of the shares in the Company on Nasdaq Stockholm, prepared a prospectus (the ”Prospectus”) that today, on April 3, 2020, has been approved and registered by the Swedish Financial Supervisory Authority (”SFSA”).

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

Publishing of Prospectus
The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on April 3, 2020, been approved and registered by the SFSA. The Prospectus, containting full terms and conditions, and application forms are available on the Company’s website (www.neurovive.com, www.neurovive.com/rightsissue2020ld/) and on Erik Penser Bank’s website (www.penser.se). The Prospectus will also be available on the SFSA’s website (www.fi.se). In connection with the start of the subscription period, a summarizing folder will be sent out by mail to NeuroVive’s directly and nominee registered shareholders.

New financial information contained in the Prospectus
Stated in the Prospectus is NeuroVive’s capital structure and net debt as of January 31, 2020. This is in the light of regulatory requirements which implies that financial information regarding the capital structure must not be older than 90 days when the Prospectus is published. This information has not previously been published and the tables below provide the information. Note that only interest-bearing liabilities are reported in the tables. The information has not been reviewed by the Company’s auditor.

Capital structure

KSEK	2020-01-31
Short-term interest-bearing liabilities
Guaranteed	–
Secured(1)	332
Unsecured debt	–
Total short-term interest-bearing liabilities	332

Long-term interest-bearing liabilities
Guaranteed	–
Secured(1)	346
Unsecured debt	–
Total long-term interest-bearing liabilities	346

Equity(2)
Share capital	9,298
Other capital contribution	592,980
Reserves	610
Retained earnings	-475,107
Minority interests	5
Total equity	127,795

Total equity and interest-bearing liabilities	128,473

(1) Refers to lease debt right of use.
(2) Figures as of December 31, 2019.

Net debt

KSEK	2020-01-31
A. Cash and cash equivalents	–
B. Liquid funds(1)	41,740
C. Liquid securities	–
D. Total liquidity (A+B+C)	41,740

E. Short-term interest-bearing receivables	1,883

F. Current liabilities to credit institutions	–
G. Short-term portion of long-term liabilities	332
H. Other current interest-bearing liabilites	–
I. Short-term interest-bearing debt (F+G+H)	332

J. Net short-term interest-bearing debt (I-E-D)	-43,291

K. Long-term liabilities to credit institutions	–
L. Issued bonds	–
M. Other long-term interest-bearing liabilities	346
N. Long-term interest-bearing debt (K+L+M)	346

O. Net debt (J+N)	-42,945

(1) Consists of available liquid funds in bank account.

The Rights Issue in short

For each exisiting share held in the Company on the record date on April 1, 2020, one (1) subscription right was obtained. Two (2) subscription rights entitle to subscription of one (1) new share.
The subscription price amounts to SEK 0.80 per share.
Upon full subscription the Company will raise approximately SEK 74m before issue costs.
Subscription of shares with or without the use of subscription rights takes place during the period April 6 – 24, 2020.
Trading in subscription right takes place on Nasdaq Stockholm during the period April 6 – 22, 2020.
The Rights issue is covered by subscription and guarantee commitments totaling approximately SEK 67m, corresponding to approximately 90 percent of the Rights Issue.

Advisors
Erik Penser Bank AB acts as financial advisor to NeuroVive in connection with the Rights issue and Cirio Advokatbyrå AB acts as legal advisor.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in NeuroVive. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in NeuroVive will only be made through the prospectus that NeuroVive published through this press release.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in NeuroVive have been registered, and no shares 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 and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, 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.

Within the European Economic Area (“EEA”), no public offering of Securities is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA 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.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

About Us

NeuroVive Pharmaceutical AB is a leader in mitochondrial medicine, with one project in clinical phase I (KL1333) for chronic treatment of primary mitochondrial diseases and one project, in preparation for clinical trials (NV354), for treatment of primary mitochondrial diseases with Complex I deficiency. NeuroSTAT for traumatic brain injury (TBI) is ready to enter a clinical phase II efficacy study. The R&D portfolio also consists of early projects for primary mitochondrial disease, and NASH. NeuroVive’s ambition is to take drugs for primary mitochondrial diseases through clinical development and all the way to market, with or without partners. For the TBI and NASH projects the goal is to enter strategic partnerships. A subset of compounds under NeuroVive’s NVP015 program has been licenced to Fortify Therapeutics, a BridgeBio company, for local treatment development of Leber’s Hereditary Optic Neuropathy (LHON). NeuroVive is listed on Nasdaq Stockholm, Sweden (ticker: NVP). The share is also traded on the OTC Market’s Pink Open market in the US (OTC: NEVPF).

Attachments

NeuroVive publishes prospectus and new financial information included in the prospectus in connection with forthcoming rights issue