Press release from Companies
Publicerat: 2025-05-05 08:00:00
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Genetic Analysis AS (“GA” or the “Company”) is pleased to announce that it has successfully placed a directed issue on basis of commitments received from current major shareholders. The board of directors of GA have approved the subscriptions of 14,889,576 new shares at a subscription price of NOK 0.86 per share (the “Directed Issue”) and will propose the issue to be approved on the Annual General Meeting (AGM) that is to be held on May 19th, 2025. Through this issue, the Company will raise approximately NOK 12.8 million before transaction related costs of approx. NOK 0.6 million. Subscribers of the Directed Issue is a group of existing shareholders, including the Company’s main shareholder Bio-Rad Laboratories and Board of Directors and management. The subscription price of the Directed Issue of NOK 0.86 equals the average volume weighted trading price on Spotlight Stock Market the last 15 trading days up to and including 24 May 2024. The Company has further received committed innovation grant financing related to further development of the Company’s’ diagnostic product related to Clostridium difficile of NOK 1,125 million, conditional on the Company raising at least NOK 2.5 million in proceeds from an equity offering.
The Directed Issue
GA is pleased to announce that it has received subscriptions in a conditional share issue. Received subscriptions amount to 14.889.576 new shares at a subscription price of NOK 0.86 per share (the "Directed Issue"), through which the Company may raise approximately NOK 12.8 million before transaction related costs. The board have approved the subscriptions and will propose the issue to be approved on the Annual General Meeting (AGM) that is to be held on May 19th ,2025. The issue is included in the notice for the AGM published today. The subscribers, who are among the larger shareholders of the company have given authorisation to the CEO to subscribe for the shares in the coming AGM.
The subscription price of the Directed Issue of NOK 0.86 equals the average volume weighted trading price on Spotlight Stock Market the last 15 trading days up to and including 24 April 2025.
The board of directors invited a limited number of existing shareholders as well as proposed board members to subscribe for shares in the issue. The board of directors (incl proposed new members) and management has subscribed for 23% of the proposed issue.
The Directed Issue entails a deviation from existing shareholders’ preferential rights to subscribe for new shares in the Company. The Company's board of directors has investigated the conditions and carefully considered the possibility of carrying out a preferential rights issue to raise the necessary capital as an alternative to a directed issue. The board of directors has concluded that a preferential rights issue would entail a significantly longer completion period and thus greater exposure to share price fluctuations in the stock market in comparison to a directed issue and may lead to the Company losing the opportunity to make value-driving investments in the business that will be beneficial to all shareholders. Against the background of decreasing liquidity, prevailing sentiment and the volatility that has been observed in the stock market for smaller growth companies recently, which also continues to prevail, the board of directors has assessed that a preferential rights issue would require significant underwriting from a consortium of guarantors, which if feasible at all would entail substantial costs and/or further dilution for the shareholders depending on the type of remuneration paid for such underwriting commitments. In addition, a preferential rights issue would likely have been made at a lower subscription price, given the recent discount levels for preferential rights issues in the market.
The board of directors’ overall assessment is thus that the reasons for conducting the Directed Issue in this manner outweighs the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and the board of directors is of the opinion that the Direct Issue is in the common interest of the Company and its shareholders. The board of directors have also observed the share price development recently and are aware of the difference between the subscription price and the latest trading price on Spotlight Market.
On this basis it is the board of directors’ intention to carry out a Subsequent Offering directed towards shareholders of the Company who were not invited to participate in the Directed Issue (the Subsequent Offering) in order to mitigate the dilutive effects of the Directed Issue and also provide such shareholders with the opportunity to subscribe for new shares at the same subscription price as applied in the Directed Issue. Based on subscriptions in the Directed Issue a Subsequent Offering will be for subscription of shares totalling around NOK 6 million.
A Subsequent Offering is inter alia dependent upon that the Directed Issue is approved by the AGM and that the AGM resolves to issue a board authorisation to increase the share capital of the Company. The board of directors reserves the right at its sole discretion to decide that a Subsequent Offering shall not be carried out or be cancelled.
Further details and exact timing, including at what date the shares will trade without rights to participate in the Subsequent offering will be announced after the AGM.
The Directed Issue is conditional on approval of the AGM and the Company receiving payment for all new shares allocated in the Directed Issue by the respective investors, the share capital increase pertaining to the new shares being registered with the Norwegian register of Business Enterprises and the new shares being validly registered and issued in the VPS.
The proceeds from the issue will enable the Company to use additional resources to follow up the existing cooperation with Ferring as mentioned in a press release from 20. December 2024 and work to establish additional business cooperation’s within the microbiome field. The need for diagnostics like GA-map® that will facilitate base line diagnostics and follow up patients undergoing treatment with the new microbiota altering drugs are expected to see huge growth in the coming years and will provide a significant market potential for current and future products based on the GA’s technology.
An additional but not decisive reason for carrying out the issue is the Grant described below.
The Innovation Grant The Company has received committed grant offer from Innovation Norway related to further development of the Company’s’ diagnostic product related to Clostridium difficile of NOK 1,125 million (the "Innovation Norway Grant"), conditional on the Company raising at least NOK 2.50 million in proceeds from an equity offering (the "Innovation Norway Condition").
Shares and share capital
The Directed Issue entails a dilution effect of approximately 30 percent of the number of shares and votes in the Company. Through the Directed Issue, the number of shares and votes in the Company increases by 14,890,576 from 49,383,271 to 64,273,847. The share capital increases through the Directed Issue by NOK 8,934,345,60 from NOK 29,629,962.60 to NOK 38,564,208,20.
Financial Risk
The Company currently has restricted available liquidity to operate its business if it wants to strengthen its efforts within sales and marketing as well as continue existing development projects. Even though the company have seen gradual improvements in sales and have held a tight cost control it is the boards assessment that the issue and the additional financial flexibility will facilitate additional efforts within sales and marketing and the continuation of interesting development projects and thereby be positive for all shareholders in the medium to long term.
The Company have explored alternatives to a direct issue and found that they are difficult to access and if available only on terms that is exceptionally diluting for the shareholders. If the Company fails to raise additional new capital, the Company will need to explore alternative strategic measures over time, and if not successful, may not be able to sustain its current business plan.
The Directed Issue is subscribed by the following parties:
| Subscriber | Amount in NOK |
| BioRad Inc | 4,693,500 |
| Muen Invest AS | 860,000 |
| Ochrino AS | 752,500 |
| Finn Ørjan Sæle | 516,000 |
| Gerhard Dahl | 500,004 |
| S.Munkhaugen AS | 450,000 |
| LJM AS | 344,000 |
| Lucellum AS | 301,000 |
| Erik Gjone | 301,000 |
| Ole Andreas Baksaas | 301,000 |
| Per Anton Invest AS | 215,000 |
| Arvo Invest AS | 215,000 |
| Michelet Consult AS | 129,000 |
| Lemica AS | 100,000 |
| Karlander Invest AS | 100,000 |
| Kess Investments AS | 51,376 |
| Total | 9,829,380 |
The following members of Board & Management have participated in the offering:
| Subscriber | Amount - NOK |
| Kagge AS (Thorvald Steen – Board member) | 800,015 |
| Tind AS (Rune Sørum – Board members) | 215,000 |
| Jurs AS (Morten Jurs – proposed Chairperson of the Board) | 300,000 |
| Meje AB (Ove Öhman – proposed Board member) | 494,500 |
| InVitroDia AS (Ronny Hermansen – CEO) | 301,000 |
| Tore Grøttum – Interim CFO | 516,000 |
| Cristina Casén – SVP Clinical & Medical | 300,000 |
| Kari Furu – Head of Commercial | 30,000 |
| Lars Tiller – Head of Operations | 20,000 |
| Total | 2,976,515 |
| Grand Total | 12,805,895 |
For further information, please contact:
Ronny Hermansen, CEO
E-mail: rh@genetic-analysis.com
Tore Grøttum, Interim Chief Financial Officer
E-mail: tg@genetic-analysis.com
The information included in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation. This announcement was made by the contact persons set out above on 5 May 2025 at 08:00.
About Genetic Analysis:
Genetic Analysis AS (GA) is a science-based diagnostic company and pioneer in the human microbiome field with more than 15 years of expertise in research and product development. The unique GA-map® platform is based on a pre-determined multiplex targets approach specialized for simultaneous analysis of a large number of bacteria in one reaction. The test results are generated by utilizing the clinically validated cutting edge GA-map® software algorithm. This enables immediate results without the need for further bioinformatics work. GA’s vision is to become the leading company for standardized gut microbiota testing worldwide, and GA is committed to help unlocking and restoring the human microbiome through its state-of-the-art technology. GA employs a team of highly qualified employees with scientific backgrounds and competence in sales, operations, bioinformatics, molecular biology, and bioengineering.
For more general information: www.genetic-analysis.com
Stay updated on GA and sign up for more investor-related information: https://www.genetic-analysis.com/subscriptions/
Interested in reading more about GA's products? Please visit ga-map.com
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from someone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, the United Kingdom, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore, South Korea, Russia, Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. The information in this press release is only disclosed as background information and does not claim to be complete. Accordingly, an investor should not rely solely on the information in this press release or its accuracy or completeness.
This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or the rules of Spotlight Stock Market.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
