Curasight announces outcome in rights issue
May 21, 2025
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The Board of Directors of Curasight A/S (“Curasight” or the “Company” – TICKER: CURAS), today announces the outcome of the rights issue of shares that the Board of Directors resolved to carry out on 24 April 2025 (the “Rights Issue”).
The outcome indicates that the Rights Issue has been subscribed to approximately 42.4 percent with and without exercise of subscription rights, of which approximately 41.5 percent were subscribed for by exercise of subscription rights and approximately 0.9 percent were subscribed for without exercise of subscription rights. The outcome thus indicates that approximately an additional 4.6 percent will be subscribed for by guarantors. Based on the outcome, Curasight will receive approximately DKK 47 million from the Rights Issue before issue costs and repayment of bridge loan to Fenja Capital II A/S.
Ulrich Krasilnikoff, CEO Curasight, comments
“I am very pleased that despite the very challenging market conditions, we have been able to raise important new capital for the company. This allows us to continue on our mission to develop uTRACE® and uTREAT® in parallel and bring much needed new options to cancer patients. We are also thrilled to welcome two new strategic shareholders to Curasight, Curium and Pentwater. We can now focus on upcoming key clinical milestones for the company in the coming months, including the finalization of our Phase II study with uTRACE® in prostate cancer, with topline results expected in the second half of 2025. Additionally, we expect to initiate a Phase I study with uTREAT® in aggressive brain cancer, with preliminary efficacy data expected by the end of second half of 2025 and final efficacy data during the first half of 2026. I would like to take this opportunity to sincerely thank all our shareholders and partners for their continued trust and support as we work toward delivering innovative theranostic solutions for patients worldwide.”
Outcome
The subscription period in the Rights Issue was concluded on 16 May 2025. The Rights Issue comprised a maximum of 50,522,324 shares, of which 23,737,362 shares were subscribed for, corresponding to approximately 47.0 percent of the total offering. Of these, 20,967,302 shares were subscribed for through the exercise of subscription rights, corresponding to approximately 41.5 percent. An additional 458,660 shares were subscribed for without the exercise of subscription rights, corresponding to approximately 0.9 percent. As the Rights Issue was subscribed below the guaranteed level, guarantors will subscribe for 2,311,400 shares, corresponding to approximately 4.6 percent, thereby bringing the total subscription up to the secured level of approximately 47.0 percent.
Allotment of shares subscribed for without exercise of subscription rights
The allotment of shares subscribed for without subscription rights has been carried out in accordance with the principles outlined in the information document prepared in connection with the Rights Issue and published on 29 April 2025. Notification of such allotment will be provided separately via a settlement note. Payment for subscribed and allotted shares shall be made through cash payment in accordance with the instructions specified in the settlement note. Nominee-registered shareholders will receive information regarding the allotment in accordance with the procedures established by their respective nominees.
Compensation for guarantee commitments
In connection with the Rights Issue, a number of external investors have entered into guarantee commitments. These commitments consist of a so-called bottom guarantee totaling approximately DKK 19.3 million. Under the terms of the guarantee agreements, the guarantors are entitled to receive compensation either in cash, equivalent to 13.0 percent of the guarantee amount, or in the form of newly issued shares corresponding to 22.0 percent of the guarantee amount. Compensation in the form of shares is intended to be settled through a directed share issue. The subscription price in such a directed share issue will correspond to the subscription price in the Rights Issue, which is DKK 1.98.
Changes in number of shares and share capital
Following the completion of the Rights Issue, the total number of ordinary shares in the Company will increase by 23,737,362, resulting in an increase in the total number of outstanding shares from 21,148,880 to 44,886,242. Consequently, the Company’s share capital will increase by DKK 1,186,868.10, from DKK 1,057,444.00 to DKK 2,244,312.10. This corresponds to a dilution of approximately 52.9 percent of the total number of shares in the Company post-transaction.
Prior to the Rights Issue, Ulrich Krasilnikoff through UK Curacap Aps, Krasilnikoff A/S and Krasilnikoff Holding 1 ApS owned 4,081,777 shares, corresponding to approximately 19.3 percent of the Company. Following the Rights Issue, Ulrich Krasilnikoff owns 5,379,156 shares, equivalent to approximately 12.0 percent of the Company. Prior to the Rights Issue, Andreas Kjær through AK Holding 2014 ApS owned 6,059,040 shares, corresponding to approximately 28.6 percent of the Company. Following the transaction, Andreas Kjær owns 7,321,666 shares, equivalent to approximately 16.3 percent of the Company. Before the Rights Issue, Curium International Trading B.V. (“Curium”) did not own any shares in the Company. Following the Rights Issue Curium will own 8,989,898 shares, corresponding to approximately 20.0 percent of the Company. Before the Rights Issue, Pentwater Capital Management Europe LLP. (“Pentwater”) did not own any shares in the Company. Following the Rights Issue Pentwater will own 2,373,737 shares, corresponding to approximately 5.3 percent of the Company.
Interim shares
There will be no trading in the interim shares. The estimated date for conversion to ordinary shares is 10 June 2025.
Advisors
Sedermera Corporate Finance AB acts as Sole Global Coordinator and bookrunner in connection with the Rights Issue. DLA Piper is the Company's legal advisor. Danske Bank A/S is the settlement agent.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0)40 615 14 10
E-mail: [email protected]
For further information about the Company, please contact:
Ulrich Krasilnikoff, CEO, Curasight A/S
Phone: +45 22 83 01 60
E-mail: [email protected]
www.curasight.com
Important information
The publication, disclosure, or distribution of this corporate announcement may be subject to legal restrictions in certain jurisdictions, and persons in the jurisdictions where this press release has been disclosed or distributed should inform themselves of and comply with such legal restrictions. The information in this corporate announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Curasight. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Denmark and Sweden. The recipient of this corporate announcement is responsible for using this corporate announcement and the information herein in accordance with applicable regulations in the respective jurisdiction. This corporate announcement does not constitute an offer to sell or an invitation regarding an offer to acquire or subscribe for securities issued by the Company in any jurisdiction where such an offer or invitation would be unlawful.
This corporate announcement is not a prospectus in accordance with the definition in the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. In connection with the Rights Issue the Company has prepared a disclosure document in accordance with article 1.4 db of the Prospectus Regulation. The disclosure document has been drafted in accordance with annex IX of the Prospectus Regulation. The Danish Financial Supervisory Authority, which is the competent authority, has not approved nor reviewed the disclosure document. Each investor is advised to make their own assessment of whether it is appropriate to invest in the Company.
The information in this corporate announcement may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Danish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No pre-emption rights, shares, warrants or other securities in Curasight have been registered, and no shares, warrants 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 of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, 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 of America.
Within the European Economic Area ("EEA"), no public offering of pre-emption rights, shares, warrants or other securities ("Securities") is made, except for Denmark and Sweden (“Other EEA States”). In the Other EEA States, this corporate announcement is intended only for and directed to “qualified investors” as defined in the Prospectus Regulation. The Securities are not intended to be offered to the public in any Other EEA State and are only available to “qualified investors” in such Other EEA State, except pursuant to the applicable exception in the Prospectus Regulation. In Other EEA States 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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this corporate announcement and should not act or rely on it.
This corporate announcement may contain forward-looking statements which reflect the Company's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.