Publication of supplementary prospectus related to NeuroVive’s rights issue

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.

NeuroVive Pharmaceutical AB (Nasdaq Stockholm: NVP) (”NeuroVive” or the ”Company”) has prepared a supplementary prospectus (the “Supplementary Prospectus”) to the prospectus that was approved and registered by the Swedish Financial Supervisory Authority (the “SFSA”) and published on April 3, 2020 (the “Prospectus”).

The Supplmentary Prospectus has been prepared since NeuroVive, during the subscription period of the ongoing rights issue of shares (the “Rights Issue”), has entered inte an investment undertaking and has decided upon a directed issue of approximately SEK 20 million to the nordic life science investor Hadean Ventures. Information about the directed issue was published by NeuroVive through a press release on April 22, 2020. The press release is available on the Company’s website (www.neurovive.com).

The Supplementary Prospectus has been prepared in accordance with Article 23 in Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) and has today on April 24, 2020 been approved and registered by the SFSA. The Supplementary Prospectus is a part of the Prospcectus and shall be read together with the Prospcectus in all respects. The Prospectus and the Supplementary Prospectus are available on the Company’s website, www.neurovive.com and on Erik Penser Bank’s website, www.penser.se, and will also be available on the SFSA’s website, www.fi.se.

Investors who, prior to the publication of the Supplementary Prospectus, have notified or otherwise consented to subscribe for shares in the Rights Issue are according to Article 23 in the Prospectus Regulation entitled to withdraw their notification or consent within two working days of the publication of the Supplementary Prospectus, i.e. until April 28, 2020. Withdrawal must be made in writing to Erik Penser Bank, P.O. Box 7405, SE-103 91 Stockholm or via e-mail to emission@penser.se. Investors who have notified to subscribe for shares trough their bank/trustee should contact their bank/trustee regarding withdrawal. Notification that is not withdrawn within the specified time will remain binding and investors who wish to remain with their subscription of shares do not have to take any measures.

For full terms and other information related to the Rights Issue, please refer to the Prospectus and the Supplementary Prospectus.

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 on April 3, 2020 and the supplementary prospectus that is 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.

Attachments

Publication of supplementary prospectus related to NeuroVive’s rights issue