The board of directors of Ziccum has resolved on a previously announced rights issue of units of approximately SEK 30 million

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Ziccum AB (publ) (“Ziccum” or the “Company”) announced on 10 October 2024 its intention to carry out a rights issue of units of approximately SEK 30 million (the “Rights Issue”) consisting of shares and warrants. The board of directors has today, by virtue of authorization from the extraordinary general meeting held on 12 November 2024, resolved on the Rights Issue. Each (1) existing share in the Company entitles to eleven (11) unit rights. Five (5) unit rights entitle to subscription of one (1) unit, consisting of one (1) newly issued share and one (1) newly issued warrant of series TO 6 (together, a “Unit”). The subscription price per Unit has been set at SEK 0.86, corresponding to SEK 0.86 per share. Upon full subscription of the Rights Issue, Ziccum will receive approximately SEK 30 million attributable to newly issued shares before issue costs totaling approximately SEK 4 million. In February 2025, the Company may receive additional proceeds if the Warrants issued in the Rights Issue are exercised for subscription of shares. The proceeds from the exercise of Warrants are intended to be used with a corresponding allocation as for the proceeds in the Rights Issue. The Rights Issue is covered by subscription and guarantee undertakings amounting up to approximately 39 percent of the Rights Issue.

The Rights Issue in brief

  • The proceeds from the Rights Issue are intended to be used to finance the development of the LaminarPace® technology to commercial scale and GMP production, increased capacity and expansion of the project portfolio with new projects and partners, including data generation and further development of ongoing projects. In connection with the announcement of the Rights Issue, the Company raised bridge loans of approximately SEK 6.5 million, which also will be repaid with the issue proceeds.
  • Each (1) existing share in the Company entitles the holder to eleven (11) unit rights. Five (5) unit rights entitle to subscription of one (1) Unit, consisting of one (1) newly issued share and one (1) newly issued warrant of series TO 6 (the “Warrants”). This means that a total of a maximum of 35,109,305 new shares and 35,109,305 new Warrants can be issued within the Rights Issue. The Warrants are intended to be admitted to trading on Nasdaq First North Growth Market.
  • The subscription price per Unit has been set at SEK 0.86, corresponding to SEK 0.86 per share. The Warrants are issued free of charge.
  • The subscription period for the Rights Issue runs from and including 26 November 2024 up to and including 10 December 2024.
  • A number of the Company’s existing shareholders, including all members of the Company’s board of directors and management, have undertaken to subscribe for Units amounting to approximately SEK 0.3 million, which corresponds to approximately 1 percent of the Rights Issue. In addition, the Company has received guarantee undertakings from a consortium of external investors amounting to a total of approximately SEK 11.3 million, corresponding to approximately 38 percent of the Rights Issue. The Rights Issue is thus covered by subscription and guarantee undertakings amounting up to approximately 39 percent of the Rights Issue.
  • The exercise period for the Warrants runs from and including 4 February 2025 up to and including 18 February 2025. The subscription price upon exercise of the Warrants amounts to 70 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the period from and including 17 January 2025 up to and including 30 January 2025, however, not less than the quota value of the share and not more than SEK 1.075.
  • If all Warrants are exercised for subscription of shares, the Company will receive up to approximately SEK 30 million, under the condition that the subscription price is the same as in the Rights Issue.

Background and purpose
Ziccum is a Swedish pharmaceutical technology platform company. Ziccum develops LaminarPace®, a unique technology for formulating and drying biological drugs and vaccines at room temperature. The method is based on mass transfer instead of heat transfer. By reducing the stress that the active substance is exposed to during drying with traditional methods, LaminarPace® offers an opportunity to produce thermostable biological drugs with particle technology in a robust dry powder preparation meeting high pharmaceutical quality specifications. The conversion to robust, dry powder forms enables significant cost savings in all phases of development, manufacturing, handling, transport and administration of the pharmaceutical product. The dry pharmaceutical forms are ideally suited to new dosage forms. The technology has been successfully applied to mRNA, peptides, proteins, antibodies, lipids and enzymes, as well as excipients and adjuvants, and is well suited for industrial applications.

Application of LaminarPace® offers an important possibility for particle engineering, to generate drug product particles with precise, desired properties, unlike other existing drying technologies. The powder can be engineered for adequate drug inhalation properties. This particle engineering possibility has been proven also for mRNA/LNP material, generally considered near impossible to engineer for inhalation. Inhalable mRNA/LNP offers increased storage stability compared to liquid formulations and simplified and preferred patient administration avoiding injections. Inhalable mRNA/LNP therapies are not available on the market today. In August 2024, the Company also published results from Ziccum’s internal development where a special effect has been discovered for certain lipid compositions, where the mRNA activity of the drug product is not only preserved but significantly increased after LaminarPace® treatment. The effect is being studied by measuring protein expression in live cells treated with mRNA.

Following the appointment of the new CEO Ann Gidner in May 2022, a new focused business strategy was implemented, which is based on a technology licensing business model. Following the implementation of the new strategy, a broad pipeline of customer dialogues has been created with revenue generation through paid feasibility studies. Four feasibility studies were signed in 2023/H1 2024, demonstrating progress and delivery under the new business model.

It is the Company’s assessment that the existing working capital is not sufficient for the current needs during the coming twelve-month period. The Company believes that the capital raised through the Rights Issue will enable continued progress for the Company through the completion of ongoing projects, the establishment of new projects (through continued industry dialogues), the generation of additional milestone data through studies and collaborative projects and the strengthening of intellectual property rights and, ultimately, work for licensing agreements.

Upon full subscription in the Rights Issue, the Company will raise approximately SEK 30 million before issue costs. The costs related to the Rights Issue are estimated to amount to a maximum of SEK 4 million upon full subscription, of which approximately SEK 1.5 million is attributable to guarantee compensation. The expected net proceeds from the Rights Issue, upon full subscription, are thus estimated to amount to approximately SEK 26 million. The net proceeds, after repayment of the bridge loans, are intended to be used for the following purposes, listed in order of priority and with an approximate share indicated in brackets:

  • Technology development of LaminarPace® to commercial scale and GMP production and expansion of current capacity (80 percent)
    • A prerequisite for being an attractive licence partner is to be able to offer an industrial version of LaminarPace® suitable for commercial scale and GMP production. Ziccum is running two projects for this purpose. The first is the LaminarPace® Master plan, an internal technology development project that refines and optimises LaminarPace® and its capabilities. The second project is LaPaSim, where Ziccum is using leading expertise from the ICP Institute of computational physics at the Zurich University of Technology (ZHAW). The 3D modelling is performed to build a complete digital model of the LaminarPace® process, optimise design and process parameters, explore optimal capacity loads and create a digital twin ready for tech transfer to licensees.
  • Pipeline expansion, adding additional projects and partners to the project portfolio. Project development, continued work and progress on existing projects, and data generation in the form of data from ongoing and future projects with partners (20 percent)
    • Ongoing external feasibility studies, as well as ongoing internal data generation, are crucial for the continued quality, pace and volume of business development. It is of great importance to ensure continued strong efforts to build up data proving the applicability of the LaminarPace® technology. The commercialisation of the valuable LaminarPace® offering has been successfully launched and according to the Company has received global attention. The primary data generation will consist of factorial experiments with LaminarPace® runs to select optimal process parameters, followed by animal experiments with selected materials to investigate further typical preclinical parameters.

In February 2025, the Company may receive additional proceeds if the Warrants issued in the Rights Issue are exercised for subscription of shares. The proceeds from the exercise of Warrants are intended to be used with a corresponding allocation as for the proceeds in the Rights Issue.

Terms and conditions of the Rights Issue
The board of directors has today, by virtue of authorization from the extraordinary general meeting held on 12 November 2024, resolved on the Rights Issue. The right to subscribe for Units is granted with pre-emption rights to the Company’s shareholders. Each (1) existing share in the Company held on the record date of 22 November 2024 entitles to eleven (11) unit rights. Five (5) unit rights entitle to subscription of one (1) Unit, consisting of one (1) newly issued share and one (1) newly issued warrant of series TO 6. The subscription price per Unit has been set at SEK 0.86, corresponding to SEK 0.86 per share.

One (1) Warrant entitles the holder, during the period from and including 4 February 2025 up to and including 18 February 2025, to subscribe for one (1) new share in the Company at a subscription price per share amounting to 70 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the period from and including 17 January 2025 up to and including 30 January 2025, however, not less than the quota value of the share and not more than SEK 1.075. Thus, the Company may receive additional proceeds of approximately SEK 30 million in February 2025 if the Warrants are exercised for subscription of new shares, under the condition that the subscription price is the same as in the Rights Issue. The Warrants are intended to be admitted to trading on Nasdaq First North Growth Market.

Allocation principles
In the event that not all Units are subscribed for with unit rights, the board of directors shall, within the limits of the maximum amount of the Rights Issue, resolve on allotment of Units subscribed for without unit rights. Allotment shall then be made in accordance with the following allocation principles.

  • Firstly, allotment shall be made to those who have subscribed for Units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of unit rights exercised for subscription and, to the extent this cannot be done, by drawing lots.
  • Secondarily, allocation shall be made to others who have applied for subscription without unit rights. In the event that these cannot receive full allotment, allotment shall be made pro rata in relation to the number of shares for which each person has applied for subscription and, to the extent this cannot be done, by drawing lots.
  • Thirdly and finally, any remaining shares shall be allocated to the parties that have undertaken to guarantee the Rights Issue, in proportion to the guarantee undertakings made.

Subscription and guarantee undertakings
A number of the Company’s existing shareholders, including all members of the Company’s board of directors and management, have undertaken to subscribe for Units amounting to approximately SEK 0.3 million, which corresponds to approximately 1 percent of the Rights Issue. In addition, the Company has received guarantee undertakings from a consortium of external investors amounting to a total of approximately SEK 11.3 million, corresponding to approximately 38 percent of the Rights Issue. The Rights Issue is thus covered by subscription and guarantee undertakings amounting up to approximately 39 percent of the Rights Issue.

No compensation is paid for the subscription undertakings. Compensation for the guarantee undertakings is paid with 13 percent of the guaranteed amount in cash or 15 percent of the guaranteed amount in the form of newly issued Units in the Company, with the same terms and conditions as for Units in the Rights Issue. The subscription and guarantee undertakings are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements.

Subscription of Units in the Rights Issue (other than by exercising pre-emption rights) which result in an investor acquiring a shareholding corresponding to or exceeding a threshold of 10 percent or more of the total number of votes in the Company following the completion of the Rights Issue, must prior to the investment be filed with the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter). To the extent any guarantors’ fulfilment of their guarantee commitment entails that the investment must be approved by the Inspectorate of Strategic Products in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), such part of the guarantee is conditional upon notification that the application of the transaction is left without action or that approval has been obtained from the Inspectorate of Strategic Products.

Indicative timetable for the Rights Issue

20 November 2024 Expected date for the publication of the prospectus
20 November 2024 Last day of trading in the share including the right to receive unit rights
21 November 2024 First day of trading in the share excluding the right to receive unit rights
22 November 2024 Record date for participation in the Rights Issue
26 November – 5 December 2024 Trading in unit rights
26 November – 10 December 2024 Subscription period
26 November – around 30 December 2024 Trading in BTUs (paid subscribed units)

Lock-up agreements
In connection with the Rights Issue, all shareholding members of the board of directors and management in Ziccum have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or carry out other transactions with a similar effect as a sale unless, in each individual case, first having obtained written approval from Vator Securities AB. Decisions to give such written consent are resolved upon by Vator Securities AB and an assessment is made in each individual case. Consent may depend on both individual and business reasons. The lock-up undertakings only cover the shares held prior to the Rights Issue and the lock-up period lasts for 180 days after the announcement of the Rights Issue.

Bridge loans
To secure the Company’s liquidity needs until completion of the Rights Issue, the Company has, as previously communicated, entered into bridge loan agreements with VIFC Nordic AB and Dariush Hosseinian of a total of approximately SEK 6.5 million. The bridge loans have an arrangement fee of 5 percent of the loan amount and carries an interest rate of initially 1.25 percent per month and shall be repaid with the proceeds from the Rights Issue.

Prospectus
The prospectus and application forms will be made available before the subscription period begins on Ziccum’s website (www.ziccum.com) and on Vator Securities AB’s website (www.vatorsecurities.se).

Shares, share capital and dilution
Upon full subscription in the Rights Issue, the share capital of the Company will increase by SEK 5,851,550.833339, from SEK 2,659,795.833336 to SEK 8,511,346.666675, through the issuance of a maximum of 35,109,305 shares, resulting in an increase in the number of outstanding shares in the Company from 15,958,775 to 51,068,080.

Shareholders who choose not to participate in the Rights Issue will, assuming that the Rights Issue is fully subscribed, have their shareholdings diluted by approximately 68.75 percent (based on the number of shares after completion of the Rights Issue). However, such shareholders have the opportunity to partially financially compensate for this dilution by selling their unit rights.

Advisors
Vator Securities AB is acting as financial advisor and issuing agent and Fredersen Advokatbyrå AB is acting as legal advisor to Ziccum in connection with the Rights Issue.

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in units, shares, warrants or other securities in Ziccum. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units, shares or warrants in Ziccum will only be made through the prospectus that Ziccum estimates to publish on or around 20 November 2024 on Ziccum’s website. The upcoming approval of the prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the Company’s shares, warrants or any other securities. This press release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not need approved by any regulatory authority in any jurisdiction. 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 shares, warrants or other securities in Ziccum. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.

The publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in Ziccum in any jurisdiction, neither from Ziccum nor from anyone else.

This press release does not constitute an offer or invitation 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 U.S. Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold in the United States absent registration or an 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 such securities in the United States. The information contained in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this guidance may constitute a breach of applicable securities laws.

The Company considers that it carries out protection-worthy activities under the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar) (the FDI Act”). According to the FDI Act, the Company must inform presumptive investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Inspectorate of Strategic Products (the ISP). investor should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the participation in the Rights Issue by the individual investor.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs or expectations regarding the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as ”believes”, ”expects”, ”anticipates”, ”intends”, ”estimates”, ”will”, ”may”, ”assumes”, ”should”, ”could” and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader 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 expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or applicable listing rules.

Ziccum has appointed a nomination committee for the 2025 annual general meeting

The delegates have been appointed for the nomination committee in anticipation of Ziccum’s 2025 annual general meeting ("AGM").

Ziccum’s nomination committee for the annual general meeting 2025 has been appointed in accordance with the instructions for the nomination committee decided by the 2022 AGM.

The nomination committee consists of:
• Randy Rivera, Global Corporate Finance (“GCF”)
• William Lithander, own mandate
• Göran Conradson, own mandate

Shareholders who wish to submit proposals to the nomination committee are welcome to contact the nomination committee via letter to Ziccum AB, Scheelevägen 22, 223 63 Lund, Sweden or via e-mail to agm@ziccum.com no later than 28 February 2025.

The 2025 annual general meeting will take place on Tuesday, 27 May 2025.

Ziccum har utsett valberedning inför årsstämma 2025

Valberedningens ledamöter inför Ziccums årsstämma 2025 har nu utsetts.

Ziccums valberedning inför årsstämman 2025 har tillsatts i enlighet med instruktionen för valberedningen som beslutades av årsstämman 2022.

Valberedningen består av:
• Randy Rivera, Global Corporate Finance (“GCF”)
• William Lithander, eget innehav
• Göran Conradson, eget innehav

Aktieägare som vill lägga fram förslag till valberedningen är välkomna att kontakta valberedningen via brev till adress Ziccum AB, Scheelevägen 22, 223 63 Lund, Sweden eller via e-post till agm@ziccum.com senast fredagen den 28 februari 2025.

Årsstämman 2025 kommer att äga rum tisdagen den 27 maj 2025.

Ziccum reports good progress in the project for inhalable mRNA/LNP

Ziccum AB (publ) (‘Ziccum’) has an ongoing project with Copenhagen University to engineer inhalable solid dosage forms of mRNA/LNP. At the production stage, all primary development objectives have been met. The project has reached the phase of animal testing, with several trials completed with good results.

The two main objectives of the study involve engineering of inhalable dry powder particles of mRNA/LNP materials with the precise activity and structure characteristics required for inhalation, and to then test the effectiveness of delivery to the lungs in animal studies. Through the efforts in this project, Ziccum is aiming to build a strong case for pharmaceutical companies that have an ambition to develop inhalable mRNA/LNP, an area that is rapidly becoming of high interest in respect to new vaccines and treatments.

The project is executed in collaboration with Copenhagen University together with Professor Camilla Foged, who is an international authority in vaccine design and delivery. Model messenger-RNA used in the project is formulated in lipid nanoparticles (LNPs). Production of dry powders based on these fragile LNP-formulations has been considered very challenging or even impossible with conventional manufacturing methods.

As reported earlier this year, Ziccum has generated an encouraging set of trial formulations with the precise desired powder properties for inhalation. These results have now been further complemented. Today, Ziccum can also report on several positive findings achieved in the project, as described below.

First stage: endpoints met and further complemented
The desired outcome in stage 1 related to particle morphology, structure and mass median aerodynamic diameter (MMAD). These are important metrics that describe the dry particle’s ability to ‘fly’ as an aerosol. The results demonstrate that LaminarPace® successfully produces inhalable particles with the correct MMAD and morphology.

These are very important results: other techniques to obtain dry powder have not generated materials of reliable quality, let alone with any acceptable particle characteristics. For example, freeze-drying will typically only produce a sticky cake of material. Now, additional formulation excipient compositions have been investigated in the project, for further advancement regarding delivery performance parameters.

Second stage: advanced in-vivo testing in good progress
The purpose of administering dry powder LaminarPace® material to mice is to verify that the active drug ingredient is correctly delivered to the mucosal barrier, transported through this barrier and resulting in the desired therapeutic effect. The mRNA activity is monitored with advanced image analysis of the fluorescence that is generated upon correct drug delivery effect.

The scope in this experimental stage has included one trial with intra-muscular injection in mice, where the LaminarPace® material has excellent initial results, fully preserving the mRNA activity.
A second animal trial has verified the delivery of LaminarPace® material to the lung via aerosol inhalation, showing correct delivery and uptake, demonstrating the desired therapeutic effect for the LaminarPace® material. The third animal study, currently on-going, is testing this also with dry powder materials.

Ziccum CEO Ann Gidner: “Having the ability to accomplish mRNA delivery through inhalation is a unique argument for LaminarPace®. Since the world-wide deployment of mRNA-based Covid vaccines, there has been a rapidly increasing interest in RNA-based drugs that are suitable for delivery by inhalation. This has resulted in multiple new business dialogues for Ziccum. With the current progress, we see several important topics to pursue further”.

To achieve inhalable Biopharmaceuticals and RNA/LNP treatments
Inhalable solid dosage forms of biological drugs and vaccines are of great interest to the pharmaceutical industry. Solid dosage forms may offer increased storage stability compared to liquid formulations, simplified handling and patient convenience, and very significant cost savings. Currently, there are no existing inhalable mRNA/LNP therapies on the market. The main reason is that the elevated temperatures of conventional drying methods are not applicable for processing of mRNA/LNP materials, since the active substances are highly sensitive to changes in temperature and other factors causing molecular stress. Ziccum’s technology LaminarPace® is applied at room temperature with minimal stress factors, enabling a very gentle treatment compared to other methods.

Kommuniké från extra bolagsstämma i Ziccum

Ziccum AB (publ) (”Bolaget”) avhöll den 12 november 2024 extra bolagsstämma i Lund. Vid stämman fattades bland annat följande beslut.

Ändring av bolagsordningen
Stämman beslutade, i enlighet med styrelsens förslag, att anta en ny bolagsordning. Den nya bolagsordningen innehåller ändrade gränser för aktiekapital respektive antal aktier för att möjliggöra den företrädesemission av units som styrelsen har för avsikt att besluta om enligt Bolagets pressmeddelande den 10 oktober 2024.

Emissionsbemyndigande
Stämman beslutade, i enlighet med styrelsens förslag, att bemyndiga styrelsen att, under tiden intill nästa årsstämma och utöver bemyndigandet som beslutades om vid årsstämman 2024, vid ett eller flera tillfällen fatta beslut om nyemission av aktier och teckningsoptioner. Nyemission av aktier och teckningsoptioner med stöd av bemyndigandet ska kunna ske med eller utan avvikelse från aktieägarnas företrädesrätt, mot kontant betalning, apport eller kvittning eller i annat fall på villkor som avses i 2 kap. 5 § andra stycket 1–3 och 5 aktiebolagslagen. Beslut om nyemission av aktier och teckningsoptioner med stöd av bemyndigandet ska kunna ske med högst det sammanlagda antal aktier och teckningsoptioner som kan ges ut utan ändring av den vid var tid av bolagsstämman antagna bolagsordningen.

Bemyndigandet avses bland annat användas för att genomföra den företrädesemission av units som styrelsen har för avsikt att besluta om enligt Bolagets pressmeddelande den 10 oktober 2024, vilket möjliggör Bolagets tekniska utveckling av LaminarPace® samt vidare affärsutveckling. Skälet till att nyemission av aktier och teckningsoptioner med stöd av bemyndigandet ska kunna ske med avvikelse från aktieägarnas företrädesrätt är för att möjliggöra för Bolaget att betala garantiersättning i form av units till garanter som lämnar garantiåtaganden i den företrädesemission som styrelsen avser besluta om med stöd av bemyndigandet.

Bulletin from the extraordinary general meeting of Ziccum

The following main resolutions were passed at the extraordinary general meeting (the “EGM”) of Ziccum AB (publ) (the “Company”) on 12 November 2024 in Lund.

Amendment of the articles of association
The EGM resolved, in accordance with the board of directors’ proposal, to adopt new articles of association. The new articles of association contain changed limits for share capital and number of shares to enable the rights issue of units that the board of directors intends to resolve upon in accordance with the Company’s press release on 10 October 2024.

Issue authorization
The EGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors to, during the period until the next annual general meeting and in addition to the authorization resolved upon at the annual general meeting 2024, on one or more occasions resolve on a new issue of shares and warrants. New issues of shares and warrants by virtue of the authorization may be made with or without deviation from the shareholders’ pre-emption rights, against payment in cash, in kind or by way of set-off or otherwise on terms referred to in Chapter 2. Section 5, second paragraph, 1–3 and 5 of the Swedish Companies Act. Resolutions on new issues of shares and warrants by virtue of the authorization may be made with a maximum of the total number of shares and warrants that may be issued without amendment to the articles of association adopted at any time by the general meeting.

The authorization is intended to be used, among other things, to carry out the rights issue of units that the board of directors intends to resolve upon in accordance with the Company’s press release on 10 October 2024, which enables the Company’s continued technical development of LaminarPace® as well as further business development. The reason for why new issues of shares and warrants by virtue of the authorization may be made with deviation from the shareholders’ pre-emption rights is to enable the Company to pay guarantee compensation in the form of units to guarantors who provide guarantee undertakings in the rights issue that the board of directors intends to resolve on pursuant to the authorization.

Analyst interview in Swedish with Ziccum’s CEO following the release of Q3, 2024 report

Watch Ziccum’s CEO Ann Gidner in a comprehensive interview with analyst Jonathan Furelid in Swedish on the highlights of Ziccum’s Q3 2024 report and the company’s current status.

Ziccum’s CEO, Ann Gidner, shares a number of exciting developments, including an invitation to participate in a large international consortium with key industrial and academic partners, the on-going inhaled mRNA/LNP animal studies, and the current status of the collaboration with ReCode Therapeutics.

Please watch the entire interview here: https://youtu.be/5fUJ-wSJGX8

Three significant Ziccum patent families to be published

The three Ziccum AB (publ) (‘Ziccum’) patent application families advanced to international Patent Cooperation Treaty (PCT) stage in April 2024 will now be published. As of 31 October 2024, the PCT applications will be available for consultation worldwide. This constitutes another important step in Ziccum’s intellectual property development program for its LaminarPace® technology.

The specific Ziccum strategy for intellectual property (IP) is a multi-layered approach to cover and protect the full range of Ziccum’s innovations. It consists of patents, trademarks and know-how. The international Patent Cooperation Treaty (PCT) patent applications to be published now are addressing three different perspectives of the unique LaminarPace® processing and its results, to generate several layers of protection. The three fields are as follows.

1) ‘SYSTEMS FOR DRYING OF COMPOSITIONS AND RELATED METHODS’
covering substantial equipment development for the LaminarPace® unit.

This application, covering new equipment configurations in the LaminarPace® drying unit, has the largest scope including 50 claims. It covers numerous modifications in design and operational mode, for example enabling higher nebulization rates to increase production capacity. It also covers a vast number of additional equipment principles and fine optimizations performed during years of development of the LaminarPace® unit at Ziccum.

2) ‘DRYING OF COMPOSITIONS’
covering optimized parameters for LaminarPace® processing.

The second application is detailing the best process parameters for optimal LaminarPace® processing, based on valuable learnings in the Ziccum master plan work since 2022, learning from the interaction of equipment, formulations and process parameters. It is an important extra level of protection and secures the Ziccum position carrying unique knowledge of how to apply the LaminarPace® technology for the best pharmaceutical product quality and attributes.

3) ‘NANOPARTICLE FORMULATIONS’
covering formulations that are optimized for LaminarPace® drying.

This application covers new aspects of Ziccum’s formulation expertise, specifically for LaminarPace® applications. Lipid nanoparticle (LNP) formulation is the preferred formulation type in the growing field of (m)RNA development for new therapeutics and vaccines. Ziccum has gained extensive knowledge in the complex LNP formulation field in several studies during 2023 and 2024, confirming excellent results both in-vitro and in-vivo. This patent application covers these data sets as well as formulation knowledge also in a broader sense.

Ann Gidner CEO: “It is impressive how we have executed on our new strategy and master plan, both taking the LaminarPace unit much further towards completion and final design and generating strong data packages for new valuable targets. We are proud to include this new knowledge built for all these patent perspectives. Also, we are generating further data for a new patent application in planning.”

Ziccum AB (publ) Interim report Q3 2024

INTERIM REPORT Q3, 1 JULY – 30 SEPTEMBER 2024

Significant events after Q3 2024

  • Ziccum intends to resolve on a rights issue of approximately SEK 30 million and raises a bridge loan

On October 10, The Board of Directors of Ziccum AB (publ) (“Ziccum” or the “Company”) announced its intention to carry out a new issue of shares and warrants (“Units”) with pre-emption rights for the Company’s shareholders (the ”Rights Issue”). The Board of Directors intends to publish a notice to an extraordinary general meeting planned to be held on 8 November 2024, to grant the Board of Directors an authorization to resolve on the Rights Issue and for the adoption of new articles of association. Each Unit consists of one (1) share and one (1) warrant free of charge of series TO 6 (“Warrants”). Upon full subscription in the Rights issue, the Company will initially receive approximately SEK 30 million in issue proceeds before issue costs. In connection with the Rights Issue, the Company has received subscription and guarantee undertakings amounting up to a total of approximately SEK 11.6 million, corresponding up to approximately 39 percent of the Rights Issue. The issue proceeds will primarily be used to further the technological development of LaminarPace®. To secure the Company’s liquidity needs until the completion of the Rights Issue, the Company has secured a SEK 6.5 million bridge loan from VIFC Nordic AB and Dariush Hosseinian.

Significant events during Q3 2024

  • Ziccum investigates significant increase in mRNA activity achieved with LaminarPace®

On August 16, Ziccum AB (publ) announced important findings on an increase in mRNA drug activity after LaminarPace® treatment and the investigations of the potential mechanisms behind this effect, including the development of a new, unique analytical method to generate further proof for this effect.

  • Ziccum announces trademarking LaminarPace in the USA

On 16 September, Ziccum announced that the appellation of its proprietary technology, LaminarPace, has been officially registered with the United States Patent and Trademark Office (USPTO) as a trademark since 23 July 2024. Obtaining trademark protection in the US, a market of primary importance to Ziccum, is a significant step in light of Ziccum’s growing industry presence, recognition as a commercial partner of choice, and Ziccum’s continuous scientific progress.

  • Ziccum announces outcome of exercise of warrants of series TO5

On September 17, Ziccum AB (publ) (”Ziccum” or the ”Company”) announces the outcome of the exercise of warrants of series TO5 (the ”Warrants”), which were issued in connection with the Company’s rights issue of units that ended in February 2024. In total, 23,880 Warrants, corresponding to approximately 2.53 percent of the number of outstanding Warrants, were exercised for subscription of 23,880 shares at an exercise price of SEK 4.91 per share. Through the exercise of the Warrants, Ziccum will receive approximately SEK 117,000 in issue proceeds before issue costs.

  • Ziccum announces change of Certified Adviser to Vator Securities

On September 26, Ziccum announced that the company has retained Vator Securities AB (“Vator Securities”) to serve as its Certified Adviser. The appointment of Vator Securities as Ziccum's Certified Adviser (CA) shall come into effect on September 27, 2024.

Significant events during Q2 2024

  • Ziccum strengthens and streamlines business and finance functions
    On April 3, the company announced that it is reorganizing its administrative functions, due to the increased amount of business dialogues and to perform financial reporting in a more streamlined fashion. Two new roles of Business & Project Manager and a business-oriented, junior Financial Manager are introduced while the CFO role is eliminated.
  • Ziccum CEO to present at first annual event for Biopharma/Biotech Disruptors hosted by major US bank in New York City
    On April 10, the company announced that on Tuesday May 14th, in New York City, Ziccum CEO Ann Gidner will present at the first event on high-value biotech and biopharma disruptor technologies to be hosted by CapitalOne, one of the US’ largest bank corporations. She will present as part of an expert panel regarding mRNA and gene therapeutics.
  • Ziccum contracts RFR Solutions for GMP manufacturing in next phase of technology scale-out
    On April 26, the company announced that in addition to its existing network of high expertise suppliers and consultants, Ziccum has signed a long-term agreement with the GMP equipment specialist RFR Solutions, for the next phase in the industrialization and scale-out of the LaminarPace® equipment.
  • Ziccum AB strengthens patent portfolio with three solid data PCT applications according to expanded IP strategy
    On April 30, the company announced that they have filed three PCT with ample and significant data covering years of equipment development and refinement, process parameter knowledge gained, plus key biopharmaceutical formulation expertise established. These various perspectives provide multi-layered protection to the company’s unique drying technology LaminarPace®.
  • Ziccum partners with Dagens Industri for Investor Relations program
    On May 28, the company announced that they partner with Dagens Industri, the largest Nordic business paper, to improve shareholders’ access to news updates and raise broader awareness of its continuous scientific and commercial progress.
  • Exercise of employee stock options of series LTI 2021:1 at Ziccum AB (publ)
    On June 3, the company announced on 27 April 2021, the Annual General Meeting of Ziccum AB (publ) ("Ziccum" or the "Company") resolved on a directed issue of not more than 46,000 employee stock options of series LTI 2021:1 (the "Stock Options") to certain employees and consultants in the Company. Today, Ziccum announces that 14,819 warrants of series 2021/2024 (the "Warrants"), related to LTI 2021:1, have been exercised for subscription of 23,709 new shares in the Company.
  • Ziccum reports on developments in the portfolio of industry partner projects
    On June 11, the company announced that Ziccum is continuously engaged in business discussions with potential industrial partners. The status of Ziccum’s project portfolio is presented quarterly in the company interim reports. There are currently further updates to report.
  • Ziccum signs Evaluation agreement with ReCode Therapeutics for LaminarPace® mRNA study
    On June 19, Ziccum AB signed an Evaluation Agreement with ReCode Therapeutics, Inc. (ReCode), a US clinical-stage genetic medicines company using tissue-specific delivery to power the next wave of mRNA and gene correction therapeutics, for evaluation of LaminarPace® enabling dry powder forms of ReCode’s proprietary therapeutic modalities.
  • Ziccum calls for a second investment tranche in accordance with its financing agreement with GCF
    On June 25, the board of directors of Ziccum AB (publ) (“Ziccum” or the “Company”) called for a second investment tranche in accordance with the previously communicated financing agreement between the Company and Global Corporate Finance (“GCF”), and in connection therewith resolved to carry out a directed share issue.

Significant events during Q1 2024

  • Successful outcomes of LaminarPace® Feasibility study with Biotech partner
    On January 10, the company announced that, together with its Biotech Corporation collaboration partner, it has reviewed the outcomes of the LaminarPace®. Feasibility study of mRNA/LNP materials under the agreement signed on May 9th, 2023. The study was very successful, and both parties confirmed consistent, positive readouts in the Study’s major parameters.
  • Financing secured through directed share issue and rights issue

On January 22, the company announced that it has carried out a directed share issue of 622,371 shares of approximately MSEK 4.2 to the American professional investor Global Corporate Finance (GCF).

The Directed New Share Issue is part of a long-term financing arrangement with GCF under which Ziccum has the unilateral right to call for additional investments from GCF, in exchange for newly issued shares, totaling approximately MSEK 28 over the next thirty months.

The Board of Directors of Ziccum has also, based on the existing authorization from the Annual General Meeting, decided to carry out a Rights Issue of units of a maximum of MSEK 10.4.

Considering the Directed New Share Issue, and provided that the Rights Issue is fully subscribed, Ziccum will receive initial proceeds totaling approximately MSEK 13.5.

  • Ziccum has proven excellent mRNA activity in animal study with LaminarPace® material
    On January 31, the company announced that it has performed an animal study, confirming excellent genetic activity of mRNA/LNP materials treated by LaminarPace®. The in-vivo data confirms the ability of Ziccum’s LaminarPace® technology to transform delicate mRNA/LNP liquid solution into stable dry powder form, now proving the preserved mRNA activity also in animal testing. Assessing the mRNA effect in animal trials is a significant step for Ziccum.
  • Ziccum’s CEO Ann Gidner in Fireside Chat on mRNA development hosted by US Force Family Office

On February 12, the company announced that based on the growing reputation that Ziccum is building in the international pharmaceutical industry, Ziccum CEO Ann Gidner has taken part in a recorded Fireside Chat reviewing the mRNA arena, its tremendous growth, and the shortcomings of the RNA/LNP technology which can be addressed by treatment with the Ziccum technology LaminarPace®.

  • Ziccum announces outcome in rights issue

On February 16, the company announced the outcome of the rights issue of units, consisting of shares and warrants, which ended on 14 February 2024 (the ”Rights Issue”). The Rights Issue has been subscribed to a total of approximately 61.5 percent, of which approximately 58.6 percent was subscribed with unit rights and approximately 2.9 percent was subscribed without unit rights. Through the Rights Issue, Ziccum thus receives approximately MSEK 6.4 before issuing costs.

  • Ziccum reports significant progress in 3D-modelling project with model completion

On March 1, the company announced that Ziccum AB and project partner Zurich institute of Applied Sciences (ZHAW) have made a milestone review of the LaminarPace® simulation (LaPaSim) project progress and findings. The complex, dynamic model digitally replicating the LaminarPace® operation has been created and validated against comprehensive data sets created in physical trial runs and is now reaching a stage close to full completion. Ziccum can now perform trial runs in the 3D simulation environment, enabling the generation of vast amounts of data and in-depth understanding of optimal parameters and scale-out.

  • Ziccum inhalable mRNA/LNP project confirms excellent properties obtained by LaminarPace®

On March 14, the company announced that it has generated very good findings in the first stages of its collaborative project to engineer inhalable mRNA/LNP together with the University of Copenhagen. The results demonstrate that LaminarPace® successfully produces inhalable particles with special, desirable properties. The project will continue with in-vivo studies comparing inhalation versus injection.

CEO statement

Sharpening our focus and executing intensively on new abilities

Based on the generation of strong, extensive data with LaminarPace for mRNA in lipid formulations, we have validated an excellent position for this top development target. With such clear results for this most fragile entity, we have a solid position to address all types of biopharmaceuticals with LaminarPace.

We have updated our strategic focus accordingly, to address biological therapeutics as well as vaccines. In this large field we zoom in on the complex, fragile RNAs, plus protein-based drugs and vaccines. The therapeutic applications of the revolutionary mRNA technology are advancing fast, and this offers perfect timing to get new technology introduced in early stages of drug development. Drug projects, so called therapies, are also a good fit with LaminarPace capacity. This focus on the highest possible value for Ziccum, is complemented with a continued focus for new and better vaccines.

Proving LaminarPace for mRNA/LNP – even making inhalation possible

After proving excellent mRNA activity, both in partnered client studies and in our first animal trials, we are currently progressing with a more specialized animal study – the testing of inhaled mRNA/LNP. This is the sharpest edge of LaminarPace performance; no other technology has created inhalable mRNA/LNP so far.

In addition to the on-going project, engineering inhalable mRNA/LNP together with world-leading expertise, where the animal trials are just being completed, Ziccum has been invited to a new collaboration. A leading European institution was considering inhaled mRNA/LNP impossible – until seeing Ziccum present. A large international consortium is now in the works, to develop several mucosal applications of mRNA/LNP. All such applications require dry powder drug forms – which may be enabled by Ziccum technology. We look forward to announcing this when formalized.

For the topic of increased mRNA activity, the interesting work to understand the cellular mechanisms behind it is continuing, and we are preparing to add further patent protection for the valuable findings currently being generated.

Adding more partner projects for key clients

The project execution for ReCode Therapeutics with a specific mRNA/LNP therapeutic entity is just completed at Ziccum’s side. Resulting materials have been shipped to the client for assessment. As the potential benefits of dry powder forms of mRNA/LNP are significant for Recode, this client has asked Ziccum to present two more project offers – to ensure we evaluate the important potential. We are eager to look further into this.

Just after the quarter closing, we were happy to welcome a significant vaccine developer (Biotech Corp V) for a site visit in Lund, further assessing a collaboration and visiting our pilot facility. It is important to keep building the pipeline of dialogues. We are scheduling partnering meetings at the upcoming BIO-Europe conference for existing and new dialogues.

Executing on all the development projects, building intellectual property

The execution of Masterplan projects is continuously intense. In the recent period, the hardworking pilot team has generated LaminarPace materials for animal studies, process optimization work, nebulizer tests and the investigation of mRNA activity. This high capacity load is making it important to be careful about our client projects in parallel, selecting opportunities for the best near term and long term outcome.

The new expertise partnerships for optimizing the Ziccum-specific equipment components are rewarding, with good delivery of results while keeping strict budgets. The updated plan and new partner for the continuous processing project has enabled good savings on external costs. We will have a keen focus on this step in the Master plan in the quarter to come, and the 3D-modelling is a vital component.

The protection of immaterial rights is progressing, with an internal workshop for strategic planning held this quarter to ensure the best possible management. The international PCT patent families are taken forward and we are preparing for a next patent application based on new data.

Ensuring our solid progress ahead

To ensure the company’s financial foundation for continued development plans, the board of directors decided to propose a rights issue during fourth quarter to best serve Ziccum value and shareholder interests. In the current stock market climate it is not an easy feat, but initial proceedings already have generated good interest and secured new investors. We know we are building fantastic company value. Ziccum has generated solid proof for the disruptive technology possibilities, addressing the highest value market segment, and is pursuing collaborations with world-leading partners. We have the most interesting journey to take forward.

I want to extend my warmest gratitude to everyone involved in lots of enjoyable efforts – the team, our clients and partners, our owners and new investors, thank you!

Lund, October 29th, 2024

Ann Gidner

  • Operating income: kSEK 571 (2,329)
  • Result for the quarter: kSEK -5,887 (-3,882)
  • Earnings per share: SEK -0.37 (-0.28)
  • Cash flow for the quarter: kSEK -2,985 (-4,793)
  • Cash at the end of the reporting period: kSEK 1,107 (9,790)

Financial summary

Jul-Sep Jul-Sep Jan-Sep Jan-Sep Jan-Dec
kSEK 2024 2023 2024 2023 2023
Operating income 571 2,329 4,186 4,743 6,318
Operating result -5,924 -3,899 -17,563 -13,857 -21,560
Result -5,887 -3,882 -17,491 -13,720 -21,412
Balance sheet total 9,848 21,764 9,948 21,764 14,972
Cash flow -2,985 -4,793 -1,887 -13,161 -19,956
Cash and cash equivalents 1,107 9,790 1,107 9,790 2,994
Equity ratio % 26 73 26 73 57
Per share data (SEK)    
Number of shares 15,958,775 13,806,142 15,958,775 13,806,142 13,806,142
Result per share before and after dilution* -0.37 -0.28 -1.10 -0.99 -1.55
Cash flow per share -0.19 -0.35 -0.12 -0.95 -1.45
Equity per share 0.16 1.51 0.16 1.51 0.62

* Dilution effect is not calculated when the result is negative

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