AlzeCure Carries out a Rights Issue of Approximately SEK 48.5 million
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO THE RUSSIAN FEDERATION, BELARUS, AUSTRALIA, HONGKONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE CONTRAVENING TO ANY APPLICABLE RULES. ADDITIONAL RESTRICTIONS ARE APPLICABLE, PLEASE SEE "IMPORTANT INFORMATION" IN THE END OF THIS PRESS RELEASE.
STOCKHOLM, SE / ACCESS Newswire / June 16, 2025 /AlzeCure Pharma (STO:ALZCUR)(FRA:AC6) - AlzeCure Pharma AB ("AlzeCure" or the "Company"), a pharmaceutical company that develops a broad portfolio of small molecule drug candidates for diseases affecting the central nervous system, with projects in both Alzheimer 's disease and pain, today announces that the Board of Directors has resolved on a new share issue of approximately SEK 48.5[1] million with preferential rights for existing shareholders (the "Rights Issue"). The Rights Issue is subject to approval by an extraordinary general meeting to be held on 2 July 2025. The record date for participation in the Rights Issue is 4 July 2025. According to the terms of the Rights Issue, one (1) existing share in AlzeCure entitles the holder to one (1) subscription right, and four (4) subscription rights entitle the holder to subscribe for one (1) new share at a subscription price of SEK 2.20 per share. The Rights Issue is secured to approximately 42 percent through subscription undertakings from existing shareholders, including members of the Company 's management and Board of Directors. In order to enable additional capital raise, the Board may also resolve on the exercise of an over-allotment option of up to approximately SEK 10 million (the "Over-Allotment Option"). If the Over-Allotment Option is exercised in full, the total gross proceeds may amount to approximately SEK 58.5 million. A separate notice to the extraordinary general meeting will be published.
"We are very pleased that all of our major existing shareholders, as well as all members of the Board of Directors, support our exciting projects by committing to subscribe for their respective pro-rata shares in the Rights Issue, alongside myself. Given this strong support and considering our upcoming capital needs, we are in the fortunate position of not requiring external guarantors for this transaction, which makes the Rights Issue cost-efficient. The proceeds will be used to prepare for the upcoming Phase 2 study with ACD856 in Alzheimer 's patients, which is also co-financed by the European Innovation Council (EIC). In addition to the EUR 2.5 million grant from EIC, we have also received an offer for further potential funding through an EIC equity investment in AlzeCure, which we are currently evaluating. The proceeds will also support continued business development efforts, with a focus on out-licensing ACD440 following the positive feedback from the FDA regarding a Phase 2b/3 registration study, which adds value for our shareholders," says Martin Jönsson, CEO of AlzeCure Pharma AB.
Background and rationale for the Rights Issue
AlzeCure® is a Swedish pharmaceutical company focused on developing novel, innovative small molecule therapies for the treatment of severe diseases affecting the central nervous system, such as Alzheimer 's disease and pain - indications for which current treatment options remain very limited. The Company is listed on Nasdaq First North Premier Growth Market and is developing several drug candidates in parallel across its three research platforms: NeuroRestore®, Alzstatin®, and Painless.
The medical need in the Alzheimer 's space remains significant, with the number of patients expected to triple over the next 30 years. [2] Studies show that only 5 to 8 percent of Alzheimer 's patients referred to memory clinics are suitable for treatment with the recently approved antibody-based therapies.[3] Despite this, such therapies are expected to generate peak annual sales exceeding SEK 100 billion. NeuroRestore ACD856 has shown potent memory- and learning-enhancing effects in preclinical models and new studies also indicate disease-modifying potential. ACD856 has shown neuroprotective and anti-inflammatory properties and is currently being prepared for Phase II.[4] Alzstatin ACD680 has demonstrated a strong ability to reduce the production of the toxic Ab42 protein - the building block of the amyloid plaques that are so characteristic of Alzheimer 's disease. Together, these results suggest that AlzeCure 's two Alzheimer 's projects, NeuroRestore and Alzstatin, have the potential to become important stand-alone therapies as well as to complement antibody-based treatments, thereby addressing a significant unmet medical need.
The Painless platform, which includes the pain projects ACD440 and TrkA-NAM, is also advancing. ACD440, a topically administered gel for neuropathic pain, has previously shown a statistically significant analgesic effect in patients with chronic nerve pain. Preparations are ongoing for the continued clinical development of ACD440, for which the Company recently received positive feedback from the FDA on a planned Phase 2b/3 registration study in erythromelalgia. TrkA-NAM, a project targeting pain associated with knee osteoarthritis, has this year demonstrated potent analgesic effects in preclinical models and also shown joint-protective properties. Both projects address areas with high medical need. In the United States alone, approximately 50 million adults are estimated to suffer from chronic severe pain - more than the total number of people affected by diabetes, heart disease and cancer combined.[5] Data from Europe show similar trends, and the associated healthcare and societal costs are estimated to amount to 3-10 percent of GDP.[6] Due to the risk of misuse, overdose, and secondary harm, opioids are typically avoided in pain treatment, highlighting the need for new non-opioid treatment options.
All of the Company 's projects are progressing strongly. The Company is engaged in multiple discussions regarding potential licensing or collaboration agreements across its pipeline. The scientific value of the programs is also validated by the significant, highly competitive EIC Accelerator grant of EUR 2.5 million awarded to the NeuroRestore ACD856 project. In addition, the Company has been offered the opportunity to receive further funding through the EIC Fund, subject to additional due diligence and certain conditions. Against this backdrop, the Board considers it strategically valuable to strengthen the Company 's cash position at this stage, in order to improve the Company 's negotiating position and to fully leverage the opportunities presented through the EIC.
The net proceeds from the Rights Issue will be used for the following purposes:
Continued safety and toxicology studies, as well as preparations for Phase I clinical trials for the Alzheimer 's project Alzstatin, aimed at early preventive treatment.
Initiation of preparatory activities for the upcoming Phase 2a clinical trial in patients with early Alzheimer 's for NeuroRestore ACD856, designed to enhance memory and learning. This study is also co-funded by the European Innovation Council.
Continued safety and toxicology studies, as well as preparations for Phase I clinical trials for TrkA-NAM ACD137, targeting pain treatment of knee osteoarthritis.
Intensified business development efforts aimed at achieving out-licensing and/or partnerships for the Company 's drug candidates, with a primary focus on the pain program ACD440. These efforts are intended to support long-term financing and development opportunities for the Company 's project portfolio.
Summary of the Rights Issue
One (1) existing share in AlzeCure held on the record date of 4 July 2025 entitles the holder to one (1) subscription right. Four (4) subscription rights entitle the holder to subscribe for one (1) newly issued share.
The subscription price is SEK 2.20 per share.
Through the Rights Issue, AlzeCure may raise up to approximately SEK 48.5 million before deduction of issue-related costs (estimated at approximately SEK 2.9 million).
The subscription period runs from 8 July 2025 to 22 July 2025.
Subscription rights that are not exercised during the subscription period will become invalid and lose their value. Trading in subscription rights is expected to take place on Nasdaq First North Premier Growth Market between 8-17 July 2025.
The Board 's resolution on the Rights Issue is conditional upon approval by the extraordinary general meeting to be held on 2 July 2025. The notice convening the extraordinary general meeting will be published in connection with this press release.
The Company has received subscription undertakings from existing shareholders, board members and management to subscribe for shares corresponding to approximately SEK 20 million, or about 42 percent of the Rights Issue. These undertakings are not secured by bank guarantees, blocked funds, pledges or similar arrangements.
Based on the authorization granted at the Annual General Meeting on 14 May 2025, the Board also has the option to utilize an over-allotment option of SEK 10 million. The over-allotment option is intended primarily for strategic and/or qualified investors who apply to subscribe in the Rights Issue but do not receive full allocation. Any remaining allocation will follow the principles applicable to the Rights Issue.
Full terms and conditions of the Rights Issue as well as additional information about the Company will be set out in the Annex IX, prepared and published in accordance with Article 1.4 i) db) of the Prospectus Regulation, which is expected to be published on or around 4 July 2025. The timetable is preliminary and subject to change.
Preliminary timetable for the Rights Issue
2 July 2025 - Extraordinary general meeting
2 July 2025 - Last day of trading in shares including the right to receive subscription rights
3 July 2025 - First day of trading excluding the right to receive subscription rights
4 July 2025 - Record date for participation in the Rights Issue
4 July 2025 - Publication of the Annex IX
8-22 July 2025 - Subscription period
8-17 July 2025 - Trading in subscription rights on Nasdaq First North Premier Growth Market
24 July 2025 - Announcement of the outcome of the Rights Issue
Changes in share capital, number of shares and dilution
Through the Rights Issue, the Company 's share capital may increase by a maximum of SEK 551,845, from SEK 2,207,380 to SEK 2,759,225, through the issuance of up to 22,073,800 new shares. As a result, the number of shares may increase from 88,295,200 to a maximum of 110,369,000 shares. For shareholders who do not participate in the Rights Issue, this corresponds to a dilution effect of approximately 20 percent of the capital and votes in the Company, assuming full subscription.
Over-Allotment Option
To enable additional capital inflow in the event the Rights Issue is oversubscribed, the Board may resolve to utilize the Over-Allotment Option. Shares issued under the Over-Allotment Option will be primarily allocated to strategic and/or qualified investors who apply to subscribe in the Rights Issue without receiving full allocation. Any remaining shares will be allocated in accordance with the principles of the Rights Issue. If fully exercised, the Over-Allotment Option may raise an additional SEK 10 million. This would result in the issuance of an additional 4,545,455 shares at the subscription price of SEK 2.20 per share. The Board intends to resolve on the Over-Allotment Option based on the existing issuance authorization. If fully utilized, the Over-Allotment Option would increase the share capital by SEK 113,636, corresponding to additional dilution of approximately 3 percent. The total dilution, including the Rights Issue and the Over-Allotment Option, would thus amount to approximately 23 percent.
Approval at the Extraordinary General Meeting
To obtain shareholder approval of the Board 's resolution on the Rights Issue, the Company will convene an extraordinary general meeting, scheduled to be held on 2 July 2025. A separate notice convening the meeting will be published.
Advisors
AlzeCure has engaged Zonda Partners AB and Synch Advokat AB as financial and legal advisors, respectively, in connection with the Rights Issue.
Important information
The information in this press release does not contain nor constitute an offer to acquire, subscribe for or in any other way trade with shares, warrants or other securities in AlzeCure. No measures have been taken and no measures will be taken in order to allow for an offer to the public in any other jurisdictions than Sweden. Offer to for the relevant persons to subscribe for shares in AlzeCure will only be made through the Annex IX which AlzeCure expects will be published around July 4, 2025.
The information in this press release may not be made public, be published or distributed, directly or indirectly, within or to USA, Belarus, Russia, Australia, Hongkong, Japan, New Zeeland, Switzerland, Singapore, South Africa or any other jurisdiction where such action would be illegal, subject to legal restrictions or require other actions than what is stipulated under Swedish law. Any actions not in compliance with these instructions may constitute a violation against applicable securities regulation. No shares or other securities in AlzeCure have been registered, and no shares or other securities will be registered, under United States Securities Act of 1933 ("Securities Act") as in force from time to time or under the securities laws in any state or other jurisdiction in the US and may not be offered, sold or in any other way transferred, directly or indirectly, in or to the US, except for pursuant to an applicable exemption from, or in a transaction not subject to, the registration rules in the Securities Act and in compliance with the securities regulations in the relevant state or other jurisdiction in the US. This communication is distributed and aimed for only persons in Great Britain who are (i) professional investors under Article 19(5) in UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") as in force from time to time or (ii) subjects with a high net wealth and other persons to whom this message can be legally addressed, who are subject to Article 49(2)(a)-(d) in the Order (all those persons referred to as "Relevant Persons"). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment action referred to in this communication is only possible for Relevant Persons and will only be closed with Relevant Persons. Persons who distribute this communication must themselves make certain that such distribution is allowed.
Forward-looking statements
This press release contains forward-looking statements regarding the Company 's intentions, assessments, or expectations in respect of the Company 's future results, financial position, liquidity, development, prospects, expected growth, strategies and possibilities as well as the market within which the Company operates. Forward-looking statements are statements which do not refer to historical facts and which typically contain words such as "considers", "expects", "predicts", "intends to", "estimates", "will", "can", "presumes", "should", "may" and, in each case, negations thereof or other similar expressions. The forward-looking statements in this press release are based on different assumptions which, in several cases, are based on additional assumptions. Even if the Company considers the assumptions which are reflected in these forward-looking statements to be true, it cannot be guaranteed that they will in fact occur or that they are correct. Given that these assumptions are based on assumptions or estimates and that they are subject to risks and uncertainties, the actual result may, for many reasons, substantially deviate from what is stated in the forward-looking statements.
Such risks, uncertainties, eventualities, and other significant factors may lead to the actual events deviating substantially from the expectations that have been explicitly or implicitly provided for under this press release through the forward-looking statements. The Company does not guarantee that the assumptions which the forward-looking statements in this press release are based on are correct, and a reader of this press release should not unduly rely on the forward-looking statements contained herein. The information, opinions, and forward-looking statements which are either explicitly or implicitly presented herein, are only provided as of the day of this press release and may be subject to change. Neither the Company nor anyone else undertakes to oversee, update, confirm or provide public notification in respect of any change of any forward-looking statement for the purpose of reflecting the actual events or circumstances which occurs in respect of the content of this press release, unless required by law or Nasdaq First North Growth Market 's rules for issuers.
[1] The exact amount is SEK 48,562,360.
[2] Dementia facts and figures. Alzheimer 's Disease International. https://www.alzint.org/about/dementia-facts-figures/ hämtad 2023-10-12.
[3] Eligibility for Anti-Amyloid Treatment in a Population-Based Study of Cognitive Aging; Rioghna R. Pittock et al; Neurology, 2023;101:e1837-e1849. https://pmc.ncbi.nlm.nih.gov/articles/PMC10663008/ .
[4] Preclinical evidence for anti-inflammatory and immunomodulatory effects of NeuroRestore ACD856, a Trk-PAM in clinical development for the treatment of Alzheimer 's disease, Parrado-Fernández, C., CTAD poster, October 2024. https://www.alzecurepharma. se/en/wp-content/uploads/sites/2/2024/10/lp025-ctad-2024-acd856-poster.pdf.
[5] Dahlhamer, J. et. al., Prevalence of Chronic Pain and High-Impact Chronic Pain Among Adults - United States, 2016.
[6] Leadley, R. M. et. al., Journal of Pain & Palliative Care Pharmacotherapy Volume 26,2012 issue 4, Chronic Diseases in the European Union: The Prevalence and Health Cost Implications of Chronic Pain, 2012.
For more information, please contact
Martin Jönsson, CEO
Tel: +46 707 86 94 43
martin.jonsson@alzecurepharma.com
About AlzeCure Pharma AB (publ)
AlzeCure ®is a Swedish pharmaceutical company that develops new innovative drug therapies for the treatment of severe diseases and conditions that affect the central nervous system, such as Alzheimer 's disease and pain - indications for which currently available treatment is very limited. The company is listed on Nasdaq First North Premier Growth Market and is developing several parallel drug candidates based on three research platforms: NeuroRestore ® , Alzstatin ® and Painless.
NeuroRestore consists of two symptomatic drug candidates where the unique mechanism of action allows for multiple indications, including Alzheimer 's disease, as well as cognitive disorders associated with traumatic brain injury, sleep apnea and Parkinson 's disease and is being prepared for phase 2. The Alzstatin platform focuses on developing disease-modifying and preventive drug candidates for early treatment of Alzheimer 's disease. Painless is the company 's research platform in the field of pain and contains two projects: ACD440, which is a drug candidate in the clinical development phase for the treatment of neuropathic pain with positive phase 2 results, and TrkA-NAM, which targets severe pain in conditions such as osteoarthritis. AlzeCure aims to pursue its own projects through preclinical research and development through an early clinical phase, and is continually working on business development to find suitable outlicensing solutions with other pharmaceutical companies.
FNCA Sweden AB is the company 's Certified Adviser. For more information, please visit www.alzecurepharma.se .
This information is information that AlzeCure Pharma is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-06-16 08:00 CEST.
Attachments
AlzeCure carries out a rights issue of approximately SEK 48.5 million
SOURCE: AlzeCure Pharma
View the original press release on ACCESS Newswire
© 2025 ACCESS Newswire. All Rights Reserved.
