2 June 2025 - The Board of Directors of Chosa Oncology AB ("Chosa" or the "Company") has today, based on the authorization granted by the annual general meeting on 31 May 2024, resolved on a directed issue of shares and warrants series TO 2 of initially approximately SEK 3.4 million (the "Directed Issue"), and on a rights issue of units consisting of shares and warrants series TO 2 of initially approximately SEK 16.5 million (the "Rights Issue", together the "Transaction"). The Directed Issue is directed at existing shareholders including Nels Holding, as well as external investors including Mamao Holding ApS, Amo Holding ApS and Adam Levysohn. The Company has received subscription intentions from members of the Board of Directors and management, for a total of approximately SEK 0.5 million, corresponding to approximately 3 percent of the Rights Issue. The purpose of the Transaction is to provide funds for reaching several value-enhancing milestones – importantly, the Company estimates that SEK 7 million would be sufficient to finance operations for the next 12 months.

 

Background and reason

Platin-based drugs are foundational treatments in several major cancer indications, including lung, bladder, breast, and colorectal cancer, often used in combination with immunotherapies such as PD-(L)1 inhibitors.

In combination treatments, cisplatin and carboplatin stand out as the most potent and widely used platins, they are currently authorized for use in 16 different cancer types. However, its full potential remains limited by two critical challenges:

 

• High Toxicity to Healthy Cells – cisplatin and carboplatin’s significant side effects reduce tolerability and treatment adherence.
• Variable Efficacy – Cisplatin and carboplatin's effectiveness varies significantly by cancer type, ranging from 20 percent to 60 percent in common cancers.

 

Chosa’s solution

Chosa has global rights to a patented gene test identifying cancer patients most likely to benefit from treatment with cisplatin—and now as announced in a press release on the 9th of May 2025 supported by positive data in carboplatin as well.

 

• This tool can help clinicians and patients make more informed decisions about platinum-based chemotherapy: guiding treatment toward those with a high likelihood of response and helping avoid ineffective and potentially toxic therapy for those unlikely to benefit.

 

While combinations of cis- and carboplatin and PD-(L)1 inhibitors have brought remarkable improvements to cancer therapy, resulting in previously unattainable cure rates, outcomes remain suboptimal. For instance, in lung cancer, where this combination is standard, two-thirds of patients still succumb to the disease. Despite various efforts, there has been little success in bridging this critical treatment gap.

 

Chosa has developed a first-in-class, and only available, biomarker, the Platin-DRP®, built on over a decade of research. This innovative technology enables precision identification of patients most likely to benefit from cisplatin and carboplatin, both as a monotherapy and in combination with immunotherapies such as PD-(L)1 inhibitors.

 

Validated in two independent lung cancer studies and two breast cancer studies, the biomarker has received scientific recognition from both the FDA and EMA as the platin-DRP was granted permission to be used in selecting patients for clinical trials. Chosa´s Platin-DRP® can help clinicians in:

 

• Optimizing therapeutic outcomes by targeting treatment to responsive patients
• Avoid unnecessary toxicity in non-responders
• Enhance overall cure rates through more effective use of existing therapies

 

For PD-(L)1 drug developers, this presents a unique opportunity to differentiate their products in a highly competitive market. With 11 approved PD-(L)1 therapies and over 20 more in development, many sharing similar mechanisms of action, product differentiation is becoming essential. As key patents begin expiring in 2028, the rise of biosimilars will further increase pressure to stand out. Chosa´s biomarker provides a compelling avenue for competitive advantage and market share expansion. Chosa is already in dialogue with current and emerging PD-(L)1 stakeholders about strategic collaborations.

 

The proceeds from the Transaction are intended to fund the achievement of the following value-enhancing milestones:

 

• Lung cancer study readout – Q2 2025
• Initiation of new research group collaborations – Q3 2025
• Expansion of DRP application to additional cancer indications – Q4 2025
• Readout from lung cancer combination therapy study – Q1 2026
• Submission of FDA regulatory application – Q1 2026

 

Use of proceeds

The Company’s current working capital is insufficient to fund the above operations. The Transaction will, upon full subscription in the Rights Issue, provide the Company with a total of approximately SEK 20 million before deduction of issue costs, which are estimated to amount to approximately SEK 2 million. The net proceeds are intended to be used for the following purposes, in order of priority:

 

• Approximately 60 percent will be invested in key opinion leader (KOL)-led clinical highly cost-effective studies, supporting further validation and adoption of Chosa´s biomarker technology.
• Approximately 40 percent will be used to meet the Company’s working capital requirements.

 

Importantly, the Company estimates that SEK 7 million would be sufficient to finance operations for the next 12 months, including the completion of the upcoming lung cancer study readout from combination of PD1 inhibitor and platin and maintaining core activities. However, raising additional capital through full subscription of the Rights Issue would enable faster progress, broader study execution, and deeper engagement with new research collaborations, thereby accelerating Chosa´s strategic and clinical roadmap.

 

If all warrants series TO 2 issued in the Transaction are exercised for subscription of shares, the Company will receive additional net proceeds of approximately SEK 25 million before deduction of issue costs, which are estimated to amount to approximately SEK 2 million. The issue proceeds from the warrants series TO 2 are intended to further strengthen the Company’s working capital and support expanded development initiatives.

 

Terms for the Directed Issue

The Board of Directors has today resolved, based on the authorization granted by the annual general meeting on 31 May 2024, to carry out the Directed Issue in accordance with the following main terms:

 

• The Directed Issue comprise 1,811,894 units. Each unit consists of three (3) newly issued shares and three (3) warrants series TO2, thus in total 5,435,682 shares and 5,435,682 warrants series TO 2 will be issued.

• The subscription price is SEK 1.86 per unit, which corresponds to a subscription price of SEK 0.62 per share. The warrants are issued free of charge. The subscription price has been determined through negotiations with the subscribers. Considering the challenging capital market conditions and the fact that shareholders are offered the opportunity to subscribe for shares in the Rights Issue at the same subscription price, the Board of Directors considers the Directed Issue is made at a market-based discount.
• Through the Directed Issue, the Company will raise initially approximately SEK 3.4 million before deduction of issue costs.  
• The subscribers in the Directed Issue are the existing shareholders Nels Holding ApS (642,060 shares), Biotech & Life Science Fund A/S (72,582 shares), Kærsgaard Holding Østervrå ApS (380,184 shares), H & H Dahl ApS (190,092 shares), Leon Sass (474,384 shares), Sidse Dahlin (355,788 shares), QKREATE ApS (237,192 shares), and the external investors Adam Levysohn (592,980 shares), Amo Holding ApS (711,576 shares), Mamao Holding ApS (711,576 shares), Advokatanpartsselskabet af 0109.20212 (237,192 shares), Omkring ApS (237,192 shares), Knud-Erik Andreasen (355,788 shares), and Claus Rønnow (237,096 shares).  
• The shares subscribed for and issued in the Directed Issue will be registered with the Swedish Companies Registration Office after the record date for the Rights Issue and thus do not entitle to participation in the Rights Issue.

 

The Company’s Board of Directors believes, upon an overall assessment and after careful consideration, that the Directed Issue with deviation from the shareholders’ preferential rights, together with the subsequent Rights Issue, is a better alternative for the Company and the Company’s shareholders than an isolated Rights Issue and that it is objectively in the interest of both the Company and its shareholders to carry out the Directed Issue. The Board of Directors has, among other things, considered the following:

 

• That it is of importance to broaden the shareholder base with new, long-term external investors. The participation of a few larger existing shareholders has been a key enabler in this process. Their commitment has served as a clear market confidence signal, helping to attract new investors by demonstrating trust in the Company’s strategy, governance, and future potential. Hence, the Board of Directors considers it justified that the Directed Issue is made with deviation from the shareholders’ preferential rights. At the same time, other shareholders are given the opportunity to defend their ownership in the Rights Issue.
• The Company needs working capital, and through the Directed Issue, the Company can improve its balance sheet in a tough market situation.
• The Directed Issue can be made at lower costs and with less complexity than a rights issue that had not been combined with the Directed Issue. If the Directed Issue was not to be carried out, the Company might have needed to procure underwriting commitments for the Rights Issue, which could be both time-consuming and costly.

 

Terms for the Rights Issue

The Board of Directors has today, based on the authorization granted by the annual general meeting on 31 May 2024, resolved to carry out the Rights Issue in accordance with the following main terms:

 

• The Rights Issue comprise a maximum of 8,868,018 units.
• Those who are registered as shareholders in Chosa on the record date on June 10, 2025, have a preferential right to subscribe for units in the Company in relation to the existing shareholding in the Company.
• Shareholders in the Company receive one (1) unit right for each one (1) share held on the record date. Eight (8) unit rights entitle to subscription of one (1) unit in the Company. Each unit consists of three (3) newly issued shares and three (3) warrant series TO2, the Rights Issue thus entails an issue of a maximum of 26,604,054 shares and a maximum of 26,604,054 warrants series TO2.  
• The subscription price is SEK 1.86 per unit, which corresponds to a subscription price of SEK 0.62 per share (i.e. the same subscription price as in the Directed Issue). The warrants are issued free of charge.
• The subscription period for subscription of units runs from and including June 12, 2025, to and including June 26, 2025.
• Upon full subscription in the Rights Issue, the Company receives initial issue proceeds of approximately SEK 16.5 million before deduction of issue costs.
• If not all units are subscribed with the support of unit rights, the allocation of the remaining units within the framework of the Rights Issue’s maximum amount shall take place: primarily to those who have subscribed for units with the support of unit rights (regardless of whether they were shareholders on the record date or not) and who have registered an interest in subscription of units without the support of unit rights and in the event that allocation to these cannot take place in full, allocation must be made pro rata in relation to the number of unit rights that each of those who have declared an interest in subscribing to units without the support of unit rights used for subscription of units; and secondarily to others who subscribed for units in the Rights Issue without the support of unit rights and in the event that allocation to these cannot take place in full, allocation must be made pro rata in relation to the total number of units for which the subscriber has registered for subscription. To the extent that allocation in any stage according to above cannot be done pro rata, allocation shall occur by drawing lots.
• Trading in unit rights takes place on Spotlight Stock Market during the period from and including June 12, 2025, up to and including June 23, 2025.
• Trading in Paid Subscribed Units (Sw. Betalda tecknade units, "BTU") is expected to take place during the period from and including June 12, 2025, until approximately July 18, 2025, when the shares are expected to be Registered with the Swedish Companies Registration Office.  
• More information regarding the Rights Issue will be available in a so-called simplified information document to be prepared by the Company and expected to be made public on the Company’s website on June 10, 2025 (the "Simplified Information Document").

 

Terms for warrants series TO 2

• A maximum of 32,039,736 warrants series TO 2 can be issued in the Transaction.
• One (1) warrant of series TO 2 entitle the right to subscribe for one (1) new share in the Company, during the period from and including July 1, 2026 to and including July 14, 2026 against cash payment where the subscription price is set at 125 percent of the subscription price in the Transaction, corresponding to SEK 0.78 per share.
• Upon full subscription of the Directed Issue and the Rights Issue and full exercise of TO 2 issued thereby, the Company may receive a maximum of approximately SEK 25 million before deduction of issue costs.
• The warrants series TO2 are intended to be admitted to trading on Spotlight Stock Market after final registration of the Rights Issue with the Swedish Companies Registration Office.

 

Subscription intentions

Members of the Company’s Board of Directors and management, including Morten Myrhøj Kristensen, Peter Buhl, Ulla Buhl and Claus Frisenberg, have expressed their intention to subscribe for units in the Rights Issue of approximately SEK 0.5 million, corresponding to approximately 3 percent of the Rights Issue.

 

Changes in shares, share capital, and dilution

The Directed Issue will initially increase the number of shares with 5,435,682, from 70,944,146 to 76,379,828. The share capital will increase by SEK 978,422.76, from SEK 12,769,946.28 to SEK 13,748,369.04. The Directed Issue entails a dilution effect of approximately 7 percent of the votes and capital, calculated on the number of shares in the Company after the Directed Issue.

 

The Rights Issue will, if fully subscribed, initially increase the number of shares with 26,604,054, from 76,379,828 to 102,983,882. The share capital will increase by SEK 4,788,729.72, from SEK 13,748,369.04 to SEK 18,537,098.76. The Rights Issue entails a dilution effect of approximately 26 percent of the votes and capital, calculated on the number of shares in the Company after the Transaction. Shareholders who do not participate in the Rights Issue can partially compensate themselves for the financial dilution effect by selling their unit rights no later than June 23, 2025.

 

In the event all warrants series TO 2 issued in the Transaction are fully exercised for subscription of new shares in the Company, the share capital will increase by SEK 5,767,152.48, from SEK 18,537,098.76 to SEK 24,304,251.24, and the total number of shares will increase by 32,039,736 shares, from 102,983,882 shares to 135,023,618 shares. This entails an additional dilution from the warrants of series TO 2 of approximately 24 percent.

 

Upon a fully subscribed Transaction and full exercise of the warrants of series TO 2, the total dilution amounts to a maximum of approximately 47 percent.

 

Preliminary timetable for the Rights Issue

 

June 5, 2025	Last day of trading in the share with the right to participate in the Rights Issue.
June 9, 2025	First day of trading in the share without the right to participate in the Rights Issue.
June 10, 2025	Publication of Simplified Information Document.
June 10, 2025	Record date for participation in the Rights Issue.
June 12 – June 23, 2025	Trading in unit rights on Spotlight Stock Market.
June 12, 2025 – June 26, 2025	Subscription period
June 12, 2025 – approx. July 18, 2025	Trading in paid subscribed units (BTU)
June 30, 2025	Estimated date for publication of the outcome of the Rights Issue

 

Simplified Information Document

The Simplified Information Document will be made available on the Company's website (www.chosaoncology.se) before the subscription period in the Rights Issue begins.

 

Advisors

Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Chosa in connection with the Transaction. Nordic Issuing AB acts as issuer agent in connection with the Transaction.

 

For additional information, contact:
Peter Buhl Jensen, CEO
peter@chosa.bio   
+ 45 21 60 89 22

 

This information is such information as Chosa Oncology AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 2 June 2025.

 

About Chosa

Chosa Oncology AB is an oncology biotechnology company led by a proven international team with veteran specialists in oncology; drug development; running clinical trials; regulatory expertise; and business development. Chosa intends to enter into agreements for partnership or sublicensing of LiPlaCis® and the DRP®.

 

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Chosa. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden and Denmark. The Company will prepare and publish the Simplified Information Document on their website www.chosaoncology.se before the subscription period begins. The Simplified Information Document does not constitute a prospectus as defined in the provisions of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council ("Prospectus Regulation") and has not been reviewed, registered or approved by the Swedish Financial Supervisory Authority. The offering in the Simplified Information Document is exempt from the prospectus obligation in accordance with Article 3 (2) of the Prospectus Regulation and Chapter 2, Section 1 of the EU Prospectus Regulation (Supplemental Provisions) Act (2019:414) due to the fact that the amount offered by the Company to the public is less than EUR 2.5 million.

 

This press release 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 Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

 

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, 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 Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Chosa 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, warrants 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 shares, warrants or other securities ("Securities") is made in other countries than Sweden and Denmark. In other member states of the European Union ("EU"), such an offering of Securities may only be made in accordance with 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.

 

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 press release and should not act or rely on it.

 

This press release 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.