Press release from Companies

Publicerat: 2022-09-23 10:18:01

Cereno Scientific AB: The last day of trading with the warrants of series TO2 in Cereno Scientific is on Monday, September 26, 2022

Monday, September 26, 2022, is the last day of trading with the warrants of series TO2 in Cereno Scientific AB (publ) ("Cereno" or the "Company"). The exercise period runs until September 28, 2022. Each warrant of series TO2 entitles the holder to subscribe for one (1) new share of series B in the Company at a price of SEK 1.90 per share.

Summarized terms for the warrants of series TO2:          

Exercise period: September 14, 2022 – September 28, 2022.

Exercise price: SEK 1.90 per share of series B.

Issue size: 34,519,281 warrants of series TO2. If all the warrants are exercised, 34,519,281 shares of series B are issued, and the Company will receive approximately SEK 65.6 million before issuing costs.

Last day for trading with warrants of series TO2: Monday, September 26, 2022.

Note that the warrants that are not exercised at latest on September 28, 2022, or sold at the latest on Monday,  September 26, 2022, will expire without value. For the warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants. Please observe that certain nominees might close their application earlier than September 28, 2022.

Full terms an conditions for the warrants are available at the Company's website, www.cerenoscientific.com, and Mangold’s website, www.mangold.se.

How to excersice the warrants:

Nominee-registered warrants (custody):

Subscription and payment through the exercise of the warrants shall take place in accordance with instructions from the respective nominee. Please contact your nominee for further information.

Directly registered warrants (VP ​​account):

No issue report or payment instruction will be sent out. Subscription must be made by simultaneous cash payment according to the instructions on the application form. The warrants are then replaced with interim shares (IA) pending registration at the Swedish Companies Registration Office.

The application form with instructions for payment will be available on the Company's website, www.cerenoscientific.com, and on the issue institute Mangold Fondkommission AB's website, www.mangold.se.

Mangold Fondkommission AB is financial adviser and issuing agent and MAQS Advokatbyrå AB is legal advisor to Cereno in connection with the exercise of the warrants of series TO2.

For questions regarding the warrants, please contact:

Mangold Fondkommission AB
Tel: +46 8 5030 1595
E-mail: emissioner@mangold.se

For more information regarding Cereno, please contact:

Daniel Brodén, CFO
Cell: +46 768 66 77 87
E-mail: info@cerenoscientific.com

About Cereno Scientific

Cereno Scientific is a clinical stage biotech company within cardiovascular diseases. The lead drug candidate, CS1, is a Phase II candidate in development for the treatment of the rare disease pulmonary arterial hypertension (PAH). CS1 is an HDAC (histone deacetylase) inhibitor that acts as an epigenetic modulator with pressure-reducing, reverse-remodeling, anti-inflammatory, anti-fibrotic and anti-thrombotic properties, all relevant for PAH. A clinical Phase II study is ongoing to evaluate CS1’s safety, tolerability and efficacy in patients with PAH. A collaboration agreement with global healthcare company Abbott allows Cereno to use their cutting-edge technology CardioMEMS HF System in the study. Cereno also has two promising preclinical drug candidates in development for cardiovascular disease through research collaborations with the University of Michigan. Drug candidate CS585 is a stable, selective, and potent prostacyclin receptor agonist. It has been documented in preclinical studies to target the IP receptor for prevention of thrombosis without increased risk of bleeding. Drug candidate CS014 is a novel HDAC inhibitor with epigenetic effects. In preclinical studies it has been documented to regulate platelet activity, fibrinolysis and clot stability for prevention of thrombosis without increased risk of bleeding. The company is headquartered in Gothenburg, Sweden, and has a US subsidiary Cereno Scientific Inc. based in Kendall Square in Boston, Massachusetts, US. Cereno is listed on the Swedish Spotlight Stock Market (CRNO B). More information on www.cerenoscientific.com.

Important information        
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. 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 Cereno in any jurisdiction, neither from Cereno nor anyone 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 Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States 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.

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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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 based on this press release and should not act or rely on it.

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 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”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares or warrants in Cereno may decline and investors could lose all or part of their investment; the shares or warrants in Cereno offer no guaranteed income and no capital protection; and an investment in the shares or warrants in Cereno 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the warrants.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; 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 or warrants in Cereno.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares or warrants in Cereno and determining appropriate distribution channels.

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