As of today, Tuesday June 14, 2017, subscription opens for a rights issue in Medical Prognosis Institute A/S (MPI).
The rights issue is open to the public. Subscription period ends on Thursday June 29, 2017.
A fully subscribed rights issue would provide MPI with approximately 12 million SEK before issue costs. The company has agreed on forehand subscription commitments amounting to approximately 6.9 million SEK, which equals 57.7 % of the total rights issue. Memorandum for Swedish investors, Danish prospectus for Danish investors, teaser and subscription forms are available on the respective websites of MPI (www.medical-prognosis.com) and Sedermera Fondkommission (www.sedermera.se).
Motive for the rights issue
The funds from the rights issue is primarily intended to finance the further work creating companion diagnostics in collaboration with Oncology Venture and for further development of MPI’s PRPTM platform, which are the two main elements in MPI’s focus towards Precision Medicine. Among other things, this includes financing the study announced by MPI on September 14, 2016, in which patient data from over 800 Metastatic Breast Cancer patients will be studied by MPI in collaboration with Breast Cancer experts at Danish oncology departments. The objective of the study is showing that with statistical significance, PRPTM can predict the treatment outcome for cancer patients. This would greatly strengthen the clinical relevance of the PRPTM, and imply major benefits for cancer patients as well as for treating physicians. The other main motive for the rights issue is financing the daily operations of the company. Being a company in development phase, MPI currently has a burn rate of about 0.7 – 1 million DKK per month. Like most development companies within the Life Science sector, MPI has limited revenues and therefor rely upon risk capital.
“Through MPI’s efforts in creating companion diagnostics in collaboration with Oncology Venture for anti-cancer drugs, we realized the same data could be used for developing a product to predict which anti-cancer drugs are likely to be beneficial to the individual patient. We call this product Patient Response Predictor, PRP(TM). Applying the technology, MPI together with oncologists specialized in Breast Cancer initiated a study. The oncologists got permission to investigate around 800 patients with Metastatic Breast Cancer by analysing their biopsies and comparing the result with the patients’ clinical response data. The study has greatly accelerated the development of the PRP(TM). The funds from this rights issue will mainly finance MPI’s ongoing work with the drug response prediction for drug development and a dedicated and ambitious development of the PRP(TM) platform, which constitutes the two key elements in our efforts towards Presision Medicine”, said Peter Buhl Jensen, Adjunct Professor, M.D., PhD and CEO for MPI.
Summary of the terms and conditions for the rights issue
Subscription Period: June 14 – 29, 2017.
Subscription Price: 14,80 SEK or 11,29 DKK per share.
Share Nominal Value: 0,05 DKK per share.
Volume of Issuance: Based upon the subscription price in SEK, the total volume of issuance amounts to approximately 12 million SEK, comprising a maximum of 814 235 new shares.
Number of Shares Prior to The Rights Issue: 23 612 840
Company Valuation in The Offer (pre-money): Approximately 349,5 million SEK.
Subscription Commitments: MPI has received subscription commitments to the amount of approximately 6,9 million SEK, which equals 57,7 % of the total issuance volume. Out of these approximately 6,9 million SEK in subscription commitments, Buhl Krone Holding ApS (co-owned by CEO Peter Buhl Jensen and COO Ulla Hald Buhl) has commited to approximately 1,5 million SEK. Furthermore, Sass & Larsen ApS, a major shareholder in MPI, has commited to approximately 1,3 million SEK.
Record Date and Preferential Rights: The rights issue is conducted with preferential rights for existing shareholders in MPI. Record date for receiving subscription rights was June 9, 2017. For each held share in MPI on the record date, one (1) subscription right was received. 29 subscription rights entitle to subscription of one (1) new share in MPI.
Shareholders whose shares were registered in the shareholder register maintained by Euroclear Sweden AB (“Euroclear”) on the record date June 9, 2017 will receive subscription rights through Euroclear’s system.
Shareholders whose shares were not affiliated to Euroclear on the record date June 9, 2017, will receive subscription rights through the system of VP Securities A/S (“VP-Securities”).
Trading Period of Subscription Rights and BTA’s: Only subscription rights issued through the Euroclear system will be subject to trading on Nasdaq Stockholm First North during the subscription period. Trading with subscription rights will be conducted through Nasdaq Stockholm First North from June 14, 2017 until June 27, 2017 (both dates included).
Only BTA’s (paid and subscribed for shares) issued through the Euroclear system will be subject to trading on Nasdaq Stockholm First North. Trading with BTA’s will be conducted on Nasdaq Stockholm First North from June 14, 2017 and until the rights issue is registered at the Danish Business Authority.
Trading in The MPI Share: The MPI shares are listed on Nasdaq Stockholm First North. Only shares registered in the Euroclear system is subject to trade on Nasdaq Stockholm First North.
Subscribing to Shares in Swedish Krona (SEK) and Subscription to Shares Without Preferential Right:
Subscription and payment of shares by shareholders whose shares are affiliated to Euroclear on the record date is made in SEK through the use of subscription rights issued in the Euroclear system. In the rights issue, subscription and payment of shares without preferential right is only possible in SEK. Shares subscribed and paid for in SEK will be delivered to the investors through Euroclear, and will hence be admitted to trading on Nasdaq Stockholm First North upon registration of the share issue at the Danish Business Authority.
Subscribing to Shares in Danish Krona (DKK): Subscription and payment of shares in DKK is only possible by shareholders whose shares are not affiliated to Euroclear on the record date. These subscriptions to shares in the rights issue are based on preferential right through subscription rights issued in the VP-Securities system.
Shares subscribed and payed for in DKK in the share issue will not be affiliated to Euroclear, and will hence not be subject for trade on Nasdaq Stockholm First North upon registration of the share issue at the Danish Business Authority. In order for such shares to be admitted to trading on Nasdaq Stockholm First North, the shareholder must first administrate for a cross border affiliation of the shares to Euroclear. Such a cross border affiliation may be subject to additional cost and fees.
Memorandum, Danish Prospectus, Application Form and Teaser
Memorandum for Swedish investors, Danish prospectus for Danish investors, teaser and subscription forms are available on the respective websites of MPI (www.medical-prognosis.com) and Sedermera Fondkommission (www.sedermera.se). The Danish prospectus is also available on the website of the Danish Financial Supervisory Authority (www.finanstilsynet.dk).
Sedermera Fondkommission is the financial advisor to MPI in connection with the planned rights issue.
For questions related to the rights issue, please contact:
Telephone: + 46 40-615 14 10
E-mail: [email protected]
For further information, please contact:
CEO, Peter Buhl Jensen, Adjunct Professor, MD, Ph.D. Ulla Hald Buhl, IR & Communication
E-mail: [email protected] E-mail: [email protected]
Telephone: +45 21 60 89 22 Telephone +45 21 70 10 49
About MPI’s Multiple Biomarker Called Drug Response Predictor – DRP(TM)
MPI’s DRP(TM) is a tool for developing tumor-derived genetic signatures for predicting which cancer patients are most likely to respond to a given anti-cancer product. The DRP(TM) has been tested in 37 trials, where 29 trials showed that drug-specific DRP(TM) Biomarkers could predict which patients responded well to the treatment. Among others, the DRP(TM) platform has been externally validated and published in collaboration with leading statisticians at the MD Anderson Cancer Center. The DRP(TM) method can be used for designing the Clinical Development Plan, i.e. to select which indications are relevant for a given anti-cancer drug. In addition to this, the individual genetic patterns of patients can be analyzed as part of a screening procedure for a clinical trial, to ensure inclusion of patients with a high likelihood of responding to the drug. DRP(TM) builds on comparison between sensitive and resistant human cancer cell lines, including genomic information from cell lines combined with clinical tumor biology and clinical correlates in a systems biology network. The DRP(TM) is a Big Data tool based on messenger RNA. The DRP(TM) platform can be used in all cancer types, and has been patented for more than 70 anti-cancer drugs in the US.
Medical Prognosis Institute is a publicly traded international company specialized in improving cancer patients’ lives by using its unique DRP(TM) technology for developing Personalized Medicine. MPI’s exceptional opportunity to personalize cancer treatment begins with Breast Cancer, moving on to Multiple Myeloma and Prostate Cancer as the first steps. MPI’s DRP(TM) tool has shown its ability to separate patients who will benefit and who will not benefit from a specific cancer treatment. This has been shown in as many as 29 out of 37 trials, and covers more than 80 anti-cancer treatments in a wide range of cancer indications. MPI has built a significant large database with over 1,000 screened Breast Cancer patients, and is building a database in Multiple Myeloma to be followed by Prostate Cancer. This is done in collaboration with oncologists and hematologists throughout Denmark. MPI has ownership of Oncology Venture (Publ), a spinout with currently three anti-cancer drugs in its pipeline. MPI also has ownership in the privately held Special Purpose Vehicles (SPV’s) 2X Oncology Inc. and OV-SPV2 Aps, with four products in pipeline.
This information is information that Medical Prognosis Institute A/S is obliged to make public in accordance with the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above, on June 14, 2017.
Certified Adviser: Sedermera Fondkommission, Norra Vallgatan 64, 211 22, Malmö, Sweden