Press release from Companies
Publicerat: 2025-04-04 17:14:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE THIS PRESS RELEASE IS DISTRIBUTABLE WOULD BE ILLEGAL OR REQUIRE ADDITIONAL ACTIONS THAN SUCH ACTIONS RESULTING FROM DANISH LAW. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE. Curasight A/S ("Curasight" or the "Company" – TICKER: CURAS) announces that the Board of Directors has today resolved on its intention to carry out a new issue of shares with pre-emption rights for the Company's existing shareholders (the "Rights Issue"). The Rights Issue is subject to approval at an extraordinary general meeting ("EGM"), authorizing the Board of Directors to carry out the Rights Issue and that the Board subsequently resolves to utilize the authorization to carry out the Rights Issue. If the Rights Issue is fully subscribed, the Company will raise approximately DKK 100 million (before deduction of transaction costs). Two new shareholders have committed to participate in the rights issue: Curium and Pentwater. Curium, a leader in radiopharmaceuticals and an existing partner to Curasight, has expressed its strong support for the Rights Issue and has committed to subscribe for a total of DKK 17.8 million. Curium’s investment in Curasight serves as a significant endorsement of its groundbreaking uPAR-based technology, which integrates precision diagnostics with targeted therapy to revolutionize cancer treatment. As the global leader in radiopharmaceuticals, Curium brings unparalleled expertise and resources to accelerate Curasight’s development and commercialization efforts. This partnership validates Curasight’s innovative approach, solidifying its position as a leader in the field and paving the way for revolutionary advancements in oncology care worldwide. Pentwater has committed to subscribe for 10 percent of the final issue volume, with a minimum investment of approximately DKK 4.7 million. This marks the first investment for both Curium and Pentwater in Curasight. Additionally, Curasight’s management and members of the Board of Directors have committed to subscribe for a total of approximately DKK 5.2 million. Thus, the total subscription commitments in the Rights Issue amount to approximately DKK 27.7 million, corresponding to approximately 27.7 percent of the Rights Issue. Furthermore, the Company has received guarantee commitments of approximately DKK 19.3 million, corresponding to approximately 19.3 percent of the Rights Issue. In total, the Rights Issue is thus covered to DKK 47 million, which corresponds to approximately 47 percent through subscription and guarantee commitments. The company also announces that the publication of its interim report for the first quarter of 2025 will be brought forward to 25 April 2025, due to the Rights Issue. To ensure financial flexibility until the completion of the Rights Issue, the Company has raised a bridge loan of DKK 8 million. The Company has also renegotiated and extended its outstanding loan with Fenja Capital II A/S (“Fenja Capital”).
Summary of the Rights Issue
Chaitanya Tatineni, CEO International Markets and Chief M&A Officer of Curium, comments:
"As the global leader in nuclear medicine, Curium is dedicated to developing life-saving diagnostic and therapeutic solutions for cancer patients. We are excited about the potential of Curasight’s uPAR-PET technology and by leveraging Curium’s Cu64 platform, prostate cancer expertise and global footprint we hope to bring innovative solutions to patients and healthcare professionals around the world."
Ulrich Krasilnikoff, CEO in Curasight, comments:
" We are very pleased to welcome Curium and Pentwater as new shareholders in Curasight, which we believe provides further validation of our theranostic approach for better diagnosis and more precise treatment of cancers via our uTRACE® and uTREAT® platforms. Curium is an important strategic partner for uTRACE in prostate cancer and through our positive collaboration they have first hand experience of the utility and potential of our diagnosis capabilities. Attracting these two new investors allows us to continue parallel development of our diagnostic and therapeutic platforms and brings us closer to fulfilling our ambition of helping a large number of cancer patients."
Background and motive
Curasight A/S is the pioneer behind the novel imaging and therapeutic approach based on the urokinase-type plasminogen activator receptor (uPAR). The technology minimizes irradiation of healthy tissue by combining the targeted uTREAT® radiation therapy with the precise uTRACE® diagnostics. Several investigator-initiated phase II clinical trials have been completed or are currently undertaken. Curasight is currently running a phase II trial in prostate cancer as part of a global partnership with Curium - the world leader in radiopharmaceuticals. Furthermore, Curasight is actively generating clinical data using both uTRACE® and uTREAT® across a range of cancer types, including prostate cancer, bladder cancer, glioblastoma (brain cancer), neuroendocrine tumors (NET), head and neck cancer, non-small cell lung cancer (NSCLC), and pancreatic cancer. Each of these indications represents unique development opportunities. Based on emerging clinical evidence, Curasight aims to identify and engage experienced partners for the later stages of development for uTRACE® and uTREAT®—as exemplified by the partnership with Curium for uTRACE® in prostate cancer.
As a small and agile company, Curasight strategically partners with highly specialised organisations to support its drug development efforts. This includes collaboration with leading Contract Research Organisations (CROs) and Contract Development and Manufacturing Organisations (CDMOs) that possess deep expertise in both diagnostic and therapeutic radiopharmaceuticals. Through these partnerships, Curasight ensures access to top-tier development and manufacturing capabilities, including the production of investigational medicines and the execution of clinical trials in full compliance with Good Manufacturing Practice (GMP) and Good Clinical Practice (GCP) standards.
The Rights Issue will, if fully subscribed, provide the Company with approximately DKK 100 million in gross proceeds before deduction of transaction costs. The costs related to the Rights Issue are estimated at full subscription, to amount to a maximum of approximately DKK 8.1 million, of which approximately DKK 2.5 million is attributable to guarantee compensation (provided that all guarantors choose to receive the compensation in cash). The expected net proceeds from the Rights Issue are thus estimated to amount to approximately DKK 91.9 million, assuming full subscription. The Board assesses that the net proceeds from the Rights Issue, if fully subscribed, will be sufficient to fund the Company until mid-2026 and will, for example, support the following:
The Board of Directors assesses that the net proceeds from a secured Rights Issue will be sufficient to finance the Company's operations to the end of 2025, covering the completion of the uTRACE® Phase II trial (prostate cancer) including topline results, the uTREAT® Phase I trial (brain cancer) including preliminary efficacy data, and providing necessary working capital.
Bridge financing
In connection with the Company raising a bridge loan of DKK 8 million with Fenja Capital, warrants will be allotted free of charge to Fenja Capital. The warrants entitle the holder to subscribe for shares in the Company at a subscription price equal to 140 percent of the Subscription Price in the Rights Issue.
The warrants may be exercised from and including the date of registration with the Danish Business Authority up to and including 30 April 2030. The number of warrants to be issued will be set to correspond to an approximate 5 percent dilution following the completion of the Rights Issue.
For the new bridge loan, an interest rate of 1.5 percent per commenced 30-day period applies. The bridge loan is intended to be repaid with proceeds from the Rights Issue. The Board of Directors assesses the terms of the bridge loan as being in line with market conditions. In addition to the new bridge loan, the Company has refinanced an existing loan of DKK 10 million, excluding accrued interest, originally obtained from Fenja Capital in October 2024. The refinanced loan carries a monthly interest rate of 1.25 percent per commenced 30-day period and matures on 31 March 2026. The Board of Directors considers the terms of the refinanced loan to be market-based.
The issuance of the warrants is conditional upon the Board of Directors being authorized by the EGM resolve on the issue of warrants and the Board of Directors subsequently resolving on both the issuance of the warrants and to carry out the Rights Issue.
Subscription and guarantee commitments
Curium a partner to Curasight, has expressed its strong support for the offering and has committed to subscribing for a total of DKK 17.8 million. Additionally, the Company has secured a subscription commitment from Pentwater for 10% of the final issue volume, with a minimum investment of approximately DKK 4.7 million. The Rights Issue is also covered by subscription undertakings of approximately DKK 5.2 million from members of the Board of Directors and the management. Thus, the total subscription commitments in the offering amount to approximately DKK 27.7 million.
In addition, procured guarantee commitments, from a number of external investors, have been provided corresponding to a total of approximately DKK 19.3 million.
In total, the Rights Issue is thus covered by subscription and guarantee commitments totaling approximately DKK 47 million, which corresponds to approximately 47 percent of the Rights Issue. No compensation will be paid for subscription commitments. For guarantors, a remuneration of 13 percent of the guaranteed amount in cash or 22 percent of the guaranteed amount in shares, with the same terms and conditions as for shares in the Rights Issue.
In order to enable issue of shares as guarantee compensation to the guarantors who choose to receive guarantee compensation in the form of newly issued shares, the Board of Directors has proposed that the Extraordinary General Meeting on 23 April 2025, among other things, resolves on approval of the Rights Issue and authorization for the Board of Directors to resolve on issue of such shares to guarantors.
The subscription and guarantee commitments are not secured by bank guarantees, escrow funds, pledging or similar arrangements.
Terms of the Rights Issue and invitation to subscribe
The full terms and conditions, along with detailed instructions regarding the Rights Issue, will be published in a separate corporate announcement indicatively on 24 April 2025.
No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document (the "Information Document") in accordance with article 1.4 db) in Regulation (EU) 2024/2809 ("Listing Act"). Further information concerning the Rights Issue and the Company will be provided in the Information Document, which will be prepared in accordance with Annex IX of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and which the Company estimates to publish on its website on 29 April 2025.
Preliminary time plan for the Rights Issue
23 April 2025 | Extraordinary general meeting |
24 April 2025 | Publication of final terms of the Rights Issue, including Subscription Price |
29 April 2025 | Last day of trading incl. pre-emption rights |
29 April 2025 | Publication of the Annex IX |
30 April 2025 | First day of trading excl. pre-emption rights |
1 May 2025 | Record date in the Rights Issue |
30 April 2025 – 14 May 2025 | Trading in subscription rights |
2 May 2025 – 16 May 2025 | Subscription period |
21 May 2025 | Estimated publication of the outcome of the Rights Issue |
Extraordinary General Meeting
The Rights Issue is subject to approval at the EGM authorizing the Board of Directors to carry out the Rights Issue and that the Board subsequently utilizes the authorizations to resolve to carry out the Issue. Notice of the extraordinary general meeting will be announced through a separate press release.
Interim Report Q1
Due to the Rights Issue, the Company intends to bring forward the publication of its Q1 2025 interim report to 25 April 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.
This disclosure contains information that Curasight is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 04-04-2025 17:14 CET.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0)40 615 14 10
E-mail: cf@sedermera.se
For further information about the Company, please contact:
Ulrich Krasilnikoff, CEO, Curasight A/S
Phone: +45 22 83 01 60
E-mail: uk@curasight.com
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. Furthermore, this corporate announcement does not constitute a document in the form prescribed by Annex IX of the Prospectus Regulation. No prospectus will be prepared in connection with the Rights Issue. Curasight will prepare the Information Document in accordance with Annex IX of the Prospectus Regulation, which Curasight estimates to publish on Curasight’s website (www.curasight.com) on 29 April 2025. The Information Document will not constitute a prospectus as defined in the Prospectus Regulation and will not be reviewed or approved by the Danish or the Swedish Financial Supervisory Authority. Recipients of this corporate announcement are urged not to place any undue reliance on this corporate announcement or any information contained herein. Each potential investor is advised to make their own assessment of whether it is appropriate to invest in Curasight.
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.
About Curasight
Curasight is a clinical development company based in Copenhagen, Denmark. The Company is a pioneer in the field of exploiting a novel Positron Emissions Tomography (PET) imaging (uTRACE®) and Radioligand Therapy (uTREAT®) Theranostic Platform targeting the urokinase-type plasminogen activator receptor ("uPAR"). The technology is expected to improve diagnosis and provide more gentle and efficient treatment of multiple cancer types.