Each transaction involves the issue of Units, each Unit consisting of one NeuroVive common share and one warrant.
The Board of Directors has approved and authorized the first 4.5 million SEK transaction and issued 1,080,255 Units to Esousa at approximately 4.17 SEK/Unit. The issue of shares and warrants is based on the 2017 annual general meeting's authorization to the Board to issue shares and warrants. The reason for the deviation from shareholders’ pre-emption rights is that the transaction is on favorable terms compared to other available options for capital procurement and the Company gains a new institutional shareholder of strategic importance.
The subscription price is approximately SEK 4.17 per share, a 20% discount to the 5 day VWAP (volume-weighted average price) immediately preceding the transaction. The warrants are issued without consideration. Each warrant entitles the holder to acquire an additional common share at 20% discount to the 3 day VWAP for the period prior to the exercise date. The warrants may be exercised from the date of registration for a period of five years. As a result of the first issue, the company’s share capital increases by SEK 54,012.75. If the warrants are exercised, the company’s share capital will increase by not more than SEK 54,012.75.
The second 4.5 million SEK tranche will take place by the end of 2017 and have the same terms as the first tranche.
Esousa is a life-sciences focused U.S. family office investing in interesting emerging growth companies in a variety of sectors. Esousa has invested in a number of health care companies over the years.
Erik Kinnman, CEO of NeuroVive commented: "The fact that Esousa has chosen to invest in NeuroVive as part of its life science directed investment on the back of the addition of the KL1333 mitochondrial disease clinical asset and the recent positive traumatic brain injury project results, is very encouraging. This financing provides us with additional working capital and the development of our clinical project portfolio, leveraging its value, and progressing these new therapeutic opportunities to patients who need them.
Following the registration of the new shares, the company will have 50,566,197 shares outstanding.