News Tag: English

NEW NOTICE OF EXTRAORDINARY GENERAL MEETING IN ZICCUM AB (PUBL)

NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.

N.B., Notice of the extraordinary general meeting of Ziccum AB (publ) on 8 November 2024 was published through a press release on 10 October 2024. For administrative reasons, it has been resolved to change the date of the announced extraordinary general meeting. The previous notice of the extraordinary general meeting is hereby withdrawn and the notice of a new extraordinary general meeting on 12 November 2024 is issued as follows, which does not contain any material changes compared to the previous one.

The shareholders of Ziccum AB (publ), reg. no. 559107-9412, (the “Company”) are hereby given notice to attend the extraordinary general meeting (the “EGM”) on 12 November 2024 at 12.00 CET at the Company’s premises at Scheelevägen 22 in Lund. Registration starts at 11.30 CET.

Right to participate
Shareholders that wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 4 November 2024 and shall have notified the Company of their intention to participate at the EGM no later than on 6 November 2024. Notice to participate shall be given in writing by e-mail to ziccum@fredersen.se or by post to Ziccum AB (publ) c/o Fredersen Advokatbyrå, Neptunigatan 82, 211 18, Malmö. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the EGM. Such registration, which may be temporary, must be effected no later than on 6 November 2024 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the EGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the EGM. Power of attorney forms are available at the Company and on the Company’s website, www.ziccum.com and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to attest the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Resolution on amendment to the articles of association
  8. Resolution on authorization for the board to resolve on issue of units etc.
  9. Closing of the meeting

Proposals

Resolution on amendment of the articles of association (item 7)
At the time of the notice, there are a total of 15,958,775 shares outstanding in the Company. As part of the board of directors' intention to carry out a rights issue of units of approximately SEK 30 million, by virtue of the authorization proposed to be resolved on in accordance with item 8 in the agenda and as set out in the Company's press release on 10 October 2024, the board of directors proposes that the EGM resolves to amend the articles of association by adopting new limits for the share capital and the number of shares. Therefore, the board of directors has prepared four different proposals for amendments to the articles of association with regard to the limits for the share capital and the number of shares. The articles of association that are to be registered with the Swedish Companies Registration Office depends on how many units are subscribed for and paid in the rights issue that the Board of Directors intends to resolve on by virtue of the authorization proposed to be resolved on under item 8.

The board of directors, the CEO, or a person appointed by the board of directors is authorized, after the board of directors has resolved to carry out a rights issue of units, by virtue of the authorization proposed to be resolved pursuant to item 8, and after that rights issue has been completed and the outcome is known, to submit to the Swedish Companies Registration Office for registration the amendment of the articles of association that is best adapted to the outcome of the rights issue.

i) Amendment of the articles of association (alternative 1)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 15,000,000 and not more than 60,000,000.”

ii) Amendment of the articles of association (alternative 2)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 5,000,000 and not more than SEK 20,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 30,000,000 and not more than 120,000,000.”

iii) Amendment of the articles of association (alternative 3)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 10,000,000 and not more than SEK 40,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 60,000,000 and not more than 240,000,000.”

iv) Amendment of the articles of association (alternative 4)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 20,000,000 and not more than SEK 80,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 120,000,000 and not more than 480,000,000.”

Further, the board of directors proposes some minor editorial changes and that the CEO, or the person appointed by them, is authorized to make the minor adjustments to the resolution that may prove necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office.

The board of directors' proposal for resolution under this item 7 is conditional upon the EGM resolving to authorize the board of directors to resolve on a new issue of units under item 8.

Resolution on authorization for the board to resolve on issue of units etc. (item 8)
The board of directors proposes that the EGM resolves 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 to finance the expansion of the Company's technologies and the Company's technical development of LaminarPace®. 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.

The CEO, or the person appointed by the CEO, shall be authorized to make such minor adjustments to the resolution as may be required for the purposes of registration and execution.

The board of directors' proposal for resolution under this item 8 is conditional upon the EGM resolving to amend the articles of association under item 7.

Majority requirements
Resolutions in accordance with items 7 and 8 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the EGM.

Further information
At the time of publication of this notice, the total number of shares and votes in the Company are 15,958,775. The Company does not hold any own shares. 

Proxy forms and other documents related to the EGM will be available at the Company and on the Company’s website at least three weeks before the EGM. The documents will be sent to shareholders who request it and who provide their postal address.

The shareholders are reminded of their right of information according to Chapter 7, Section 32 of the Swedish Companies Act.

The Company has its registered office in Lund.

Processing of personal data
For information on how your personal data is processed, see: 
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Lund, October 2024
Ziccum AB (publ)
The Board of Directors

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Vator Securities AB

About Ziccum

Ziccum is developing LaminarPace®, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPace® uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

NEW NOTICE OF EXTRAORDINARY GENERAL MEETING IN ZICCUM AB (PUBL)

NEW NOTICE OF EXTRAORDINARY GENERAL MEETING IN ZICCUM AB (PUBL)

NOTICE OF EXTRAORDINARY GENERAL MEETING IN ZICCUM AB (PUBL)

NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.

The shareholders of Ziccum AB (publ), reg. no. 559107-9412, (the “Company”) are hereby given notice to attend the extraordinary general meeting (the “EGM”) on 8 November 2024 at 15.00 CET at the Company’s premises at Scheelevägen 22 in Lund. Registration starts at 14.30 CET.

Right to participate
Shareholders that wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 31 October 2024 and shall have notified the Company of their intention to participate at the EGM no later than on 1 November 2024. Notice to participate shall be given in writing by e-mail to ziccum@fredersen.se or by post to Ziccum AB (publ) c/o Fredersen Advokatbyrå, Neptunigatan 82, 211 18, Malmö. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the EGM. Such registration, which may be temporary, must be effected no later than on 4 November 2024 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the EGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the EGM. Power of attorney forms are available at the Company and on the Company’s website, www.ziccum.com and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to attest the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Resolution on amendment to the articles of association
  8. Resolution on authorization for the board to resolve on issue of units etc.
  9. Closing of the meeting

Proposals

Resolution on amendment of the articles of association (item 7)
At the time of the notice, there are a total of 15,958,775 shares outstanding in the Company. As part of the board of directors' intention to carry out a rights issue of units of approximately SEK 30 million, by virtue of the authorization proposed to be resolved on in accordance with item 8 in the agenda and as set out in the Company's press release on 9 October 2024, the board of directors proposes that the EGM resolves to amend the articles of association by adopting new limits for the share capital and the number of shares. Therefore, the board of directors has prepared four different proposals for amendments to the articles of association with regard to the limits for the share capital and the number of shares. The articles of association that are to be registered with the Swedish Companies Registration Office depends on how many units are subscribed for and paid in the rights issue that the Board of Directors intends to resolve on by virtue of the authorization proposed to be resolved on under item 8.

The board of directors, the CEO, or a person appointed by the board of directors is authorized, after the board of directors has resolved to carry out a rights issue of units, by virtue of the authorization proposed to be resolved pursuant to item 8, and after that rights issue has been completed and the outcome is known, to submit to the Swedish Companies Registration Office for registration the amendment of the articles of association that is best adapted to the outcome of the rights issue.

i) Amendment of the articles of association (alternative 1)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 15,000,000 and not more than 60,000,000.”

ii) Amendment of the articles of association (alternative 2)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 5,000,000 and not more than SEK 20,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 30,000,000 and not more than 120,000,000.”

iii) Amendment of the articles of association (alternative 3)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 10,000,000 and not more than SEK 40,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 60,000,000 and not more than 240,000,000.”

iv) Amendment of the articles of association (alternative 4)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.

The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 20,000,000 and not more than SEK 80,000,000.”

Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 120,000,000 and not more than 480,000,000.”

Further, the board of directors proposes some minor editorial changes and that the CEO, or the person appointed by them, is authorized to make the minor adjustments to the resolution that may prove necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office.

The board of directors' proposal for resolution under this item 7 is conditional upon the EGM resolving to authorize the board of directors to resolve on a new issue of units under item 8.

Resolution on authorization for the board to resolve on issue of units etc. (item 8)
The board of directors proposes that the EGM resolves 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 9 October 2024, which enables the Company to finance the expansion of the Company's technologies and the Company's technical development of LaminarPace®. 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.

The CEO, or the person appointed by the CEO, shall be authorized to make such minor adjustments to the resolution as may be required for the purposes of registration and execution.

The board of directors' proposal for resolution under this item 8 is conditional upon the EGM resolving to amend the articles of association under item 7.

Majority requirements
Resolutions in accordance with items 7 and 8 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the EGM.

Further information
At the time of publication of this notice, the total number of shares and votes in the Company are 15,958,775. The Company does not hold any own shares. 

Proxy forms and other documents related to the EGM will be available at the Company and on the Company’s website at least three weeks before the EGM. The documents will be sent to shareholders who request it and who provide their postal address.

The shareholders are reminded of their right of information according to Chapter 7, Section 32 of the Swedish Companies Act.

The Company has its registered office in Lund.

Processing of personal data
For information on how your personal data is processed, see: 
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Lund, October 2024
Ziccum AB (publ)
The Board of Directors

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Vator Securities AB

About Ziccum

Ziccum is developing LaminarPace®, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPace® uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

NOTICE OF EXTRAORDINARY GENERAL MEETING IN ZICCUM AB (PUBL)

NOTICE OF EXTRAORDINARY GENERAL MEETING IN ZICCUM AB (PUBL)

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR ANY OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW. SEE ALSO THE SECTION ”IMPORTANT INFORMATION” BELOW.

The Board of Directors of Ziccum AB (publ) (“Ziccum” or the “Company”) announces today 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.

Jonas Ekblom, Chairman of Ziccum says:

“A concentrated effort in technology and business advancement has brought Ziccum to this gateway. It is important to recognize that the attractive value potential of Ziccum depends on further investments into our platform. In this regard, we feel confident about our continued ability to advance the LaminarPace® technology. After careful evaluation of the company’s prospective capital needs and capital structure, Ziccum’s board has concluded that it is in the shareholders’ best interest to secure additional financing for such efforts. Although there is a financing agreement with American investor GCF, there is a strong preference of GCF to not exceed a 10% ownership threshold in Ziccum, motivating this capital raise.”

The Rights Issue in brief

  • The Rights Issue is comprised of Units and will initially, if fully subscribed, provide Ziccum with approximately SEK 30 million before issue costs. Each Unit will consist of one (1) share and one (1) Warrant. The Warrants are intended to be admitted to trading on Nasdaq First North Growth Market.
  • The Board of Directors’ resolution on the Rights Issue, including the subscription price, increase of the share capital and number of shares and warrants issued, is intended to be announced no later than 14 November 2024. The subscription price is intended to be set based on a discount to TERP (theoretical share price after separation of unit rights) of approximately 30 percent based on the volume-weighted average share price of the Company’s share on Nasdaq First North Growth Market during the period from and including 1 November 2024 up to and including 14 November 2024 (the “Subscription Price”), however not less than the quota value of the share.
  • Provided that the authorization is granted by the extraordinary general meeting on 8 November 2024, the record date for the Rights Issue is expected to be 22 November 2024 and the subscription period is expected to run 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.
  • One (1) Warrant entitles the holder, during the exercise 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 125 percent of the Subscription Price in the Rights Issue. Thus, the Company may receive additional proceeds in February 2025 if the Warrants are exercised for subscription of new shares.
  • The full terms and conditions of the Rights Issue, along with information about the Company, will be presented in a prospectus which is expected to be published on or around 20 November 2024.
  • 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.

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 resolved on the intention to carry out the Rights Issue. Through the Rights Issue, Ziccum may receive initial issue proceeds of approximately SEK 30 million, excluding the additional proceeds that may be received upon exercise of the Warrants that are issued in the Rights Issue. Those who are registered as shareholders in the Company on the record date 22 November 2024 are expected to be entitled to subscribe for units with pre-emption rights. 
 
The Board of Directors’ resolution on the Rights Issue, including the subscription price, increase of the share capital and number of shares and warrants issued, is intended to be announced no later than 14 November 2024. Each Unit will consist of one (1) share and one (1) Warrant. The subscription price is intended to be set based on a discount to TERP (theoretical share price after separation of unit rights) of approximately 30 percent based on the volume-weighted average share price of the Company’s share on Nasdaq First North Growth Market during the period from and including 1 November 2024 up to and including 14 November 2024, however, not less than the quota value of the share.

Provided that the authorization is granted by the extraordinary general meeting on 8 November, the record date for the Rights Issue is expected to be 22 November 2024 and the subscription period is expected to run from and including 26 November 2024 up to and including 10 December 2024.

One (1) Warrant entitles the holder, during the exercise 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 125 percent of the Subscription Price in the Rights Issue. Thus, the Company may receive additional proceeds in February 2025 if the Warrants are exercised for subscription of new shares. 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 thirteen (13) percent of the guaranteed amount in cash or fifteen (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, however, the subscription price per unit shall correspond to the Subscription Price in the Rights Issue. The subscription and guarantee undertakings are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements.

A 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 ten (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 31 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.  

Extraordinary General Meeting
The Board of Directors’ resolution on the Rights Issue is subject to an extraordinary general meeting resolving to grant the Board of Directors an authorization to issue shares and warrants and to adopt new articles of association. The extraordinary general meeting is planned to be held on 8 November 2024 and the notice will be published through a separate press release.

Bridge loans
To secure the Company’s liquidity needs until the completion of the Rights Issue, the Company has entered into agreements on bridge loans from 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 full terms and conditions of the Rights Issue, along with information about the Company, will be presented in a prospectus (available in Swedish only), which is expected to be published on the Company’s website on or around 20 November 2024.

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.

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Vator Securities AB

About Ziccum

Ziccum is developing LaminarPace®, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPace® uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

This information is information that Ziccum 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 2024-10-10 08:55 CEST.

Attachments

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

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

Ziccum announces change of Certified Adviser to Vator Securities

Ziccum AB (publ) hereby announces 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.

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Carnegie Investment Bank AB (publ)
Follow us on https://eucaps.com/ziccum

About Ziccum

Ziccum is developing LaminarPace®, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPace® uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

Ziccum announces change of Certified Adviser to Vator Securities

Ziccum announces change of Certified Adviser to Vator Securities

Ziccum announces outcome of exercise of warrants of series TO5

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR ANY OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW. SEE ALSO THE SECTION ”IMPORTANT INFORMATION” BELOW.

Today, 17 September 2024, 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.

The exercise period for the Warrants took place from and including 2 September 2024 up to and including 13 September 2024. The exercise price for the Warrants amounted to SEK 4.91 per share. A total of 23,880 Warrants were exercised for the subscription of 23,880 shares, meaning that approximately 2.53 percent of all outstanding Warrants were exercised for subscription of shares. As a result of the exercise of the Warrants, Ziccum will receive approximately SEK 117,000 in issue proceeds before issue costs.

Exercised Warrants have been replaced with interim shares pending registration with the Swedish Companies Registration Office. The conversion of interim shares to ordinary shares is expected to take place within three weeks.

Share capital and dilution
Through the exercise of the Warrants, the Company’s registered share capital will increase by SEK 3,980, from SEK 2,655,815.833336 to SEK 2.659,795.833336, and the number of shares will increase by 23,880 shares, from 15,934,895 shares to 15,958,775 shares. For existing shareholders who did not exercise any Warrants, the dilution effect amounts to approximately 0.15 percent of the number of shares and votes in the Company.

Advisors
Vator Securities AB is acting as issuing agent and Fredersen Advokatbyrå AB is acting as legal advisor to Ziccum in connection with the exercise of the Warrants.

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in Ziccum. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and this press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Ziccum. No prospectus will be prepared by the Company and published on the Company’s website in connection with the exercise of Warrants.

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 (2023:560) (the “FDI Act”) (Sw. lag (2023:560) om granskning av utländska direktinvesteringar). 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). Each warrant holder should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the warrant exercise for the individual warrant holder.

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.

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Carnegie Investment Bank AB (publ)
Follow us on https://eucaps.com/ziccum

About Ziccum

Ziccum is developing LaminarPace®, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPace® uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

Ziccum announces outcome of exercise of warrants of series TO5

Ziccum announces outcome of exercise of warrants of series TO5

Ziccum announces trademarking LaminarPace in the USA

Ziccum is pleased to announce 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.

In addition to trademarking LaminarPace the company also received trademark registration for the company name Ziccum by USPTO. The trademarks are valid for 10 years from the priority date associated with the filing of the trademark applications with the USPTO (10 November 2022), and they can then be renewed.

Ziccum applied in 2022 for trademark protection in all the relevant geographical territories for pharmaceutical markets to ensure full protection for the LaminarPace and Ziccum names. The US approval is the first registration obtained.

Ann Gidner, CEO: “As we are gaining growing industrial recognition in the international pharmaceutical industry, it is important to protect the LaminarPace and Ziccum names and their increasing brand value. We are happy to get the formal registration completed for the United States and look forward to receiving further territory approvals ahead”.

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Carnegie Investment Bank AB (publ)
Follow us on https://eucaps.com/ziccum

About Ziccum

Ziccum is developing LaminarPaceTM, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPaceTM uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

Ziccum announces trademarking LaminarPace in the USA

Ziccum announces trademarking LaminarPace in the USA

Ziccum CEO Analyst video interview: Q2, 2024 highlights

Watch Ziccum CEO Ann Gidner in a comprehensive interview in Swedish with analyst Jonathan Furelid on the highlights of Ziccum’s Q2 2024 report and the company’s current and coming status.

CEO Ann Gidner provides investors with updates and insights on further mRNA/LNP milestones, including the recently disclosed significant mRNA activity increase with LaminarPace, the status of Ziccum’s current partner projects including the newly signed ReCode Therapeutics deal, the growing industry-wide interest for Ziccum and the progress in solidifying Ziccum’s intellectual property protection.

You may watch the interview here: https://youtu.be/6ttsdxZh6UM

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Carnegie Investment Bank AB (publ)
Follow us on https://eucaps.com/ziccum

About Ziccum

Ziccum is developing LaminarPaceTM, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPaceTM uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

Ziccum CEO Analyst video interview: Q2, 2024 highlights

Ziccum CEO Analyst video interview: Q2, 2024 highlights

The exercise period for warrants of series TO5 in Ziccum commences today

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR ANY OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW. SEE ALSO THE SECTION ”IMPORTANT INFORMATION” BELOW.

Today, 2 September 2024, the exercise period for Ziccum AB (publ)’s (”Ziccum” or the ”Company”) warrants of series TO5 (the ”Warrants”), issued in connection with the rights issue of units that ended in February 2024, begins. One (1) unit consisted of one (1) share and one (1) free of charge Warrant. According to the terms and conditions for the Warrants, each Warrant entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to the lowest of i) SEK 8.00 or ii) the subscription price of the most recently resolved share issue, in the event that the Company has resolves on a new issue of shares with deviation from the shareholders’ pre-emption rights between 1 February 2024 and 31 August 2024. In accordance with previous communication, the Company resolved on a new issue of shares with deviation from the shareholders’ pre-emption rights to Global Corporate Finance (“GCF”) on 25 June 2024. The subscription price in that new issue of shares amounted to approximately SEK 4.91 per share, and thus the exercise price for the Warrants has been set at SEK 4.91. The exercise period for the Warrants runs up to and including 13 September 2024.

Summarized terms for the Warrants

  • Exchange ratio: For each one (1) Warrant, the holder may subscribe for one (1) new share in the Company.
  • Exercise period: 2 September 2024 – 13 September 2024.
  • Exercise price: 4.91 SEK per share.
  • Issue volume: 943,745 Warrants. Upon full exercise, 943,745 new shares will be issued, and the Company will receive approximately SEK 4.6 million in issue proceeds before issue costs.
  • Trading in Warrants: The Warrants are admitted to trading on Nasdaq First North Growth Market under the ticker ”ZICC TO5” with ISIN code SE0021512308.
  • Last day of trading in the Warrants: 11 September 2024.

Please note that the Warrants that are not exercised for subscription of shares on the 13 September 2024 at the latest, or are sold no later than 11 September 2024, will expire without value. For the Warrants not to lose their value, holders must actively exercise their Warrants for subscription of new shares or sell their Warrants within the above stated time. Please also note that some banks/nominees may close their application earlier than 13 September 2024, and for this reason, holders who have their holdings of Warrants nominee-registered are encouraged to contact their bank or nominee at an early stage.

Complete terms and conditions for the Warrants are available on the Company’s website (www.ziccum.com).

How the Warrants are exercised

Nominee-registered Warrants
Subscription and payment of new shares, by exercise of Warrants, shall be made to the account-holding bank/nominee with which the Warrants are registered. The subscription and payment shall be made in accordance with instructions from each such bank or nominee.

Directly registered Warrants
No payment instructions will be sent out. Subscription shall be made by simultaneous cash payment in accordance with the instructions on the subscription form. The Warrants will then be replaced with interim shares pending registration with the Swedish Companies Registration Office.

A subscription form with instructions for payment is available on the Company’s website (www.ziccum.com) and on the website of the issuing agent Vator Securities AB (www.vatorsecurities.se).

Share capital and dilution
Upon exercise of all Warrants, the registered share capital will increase by approximately SEK 157,290.83, from approximately SEK 2,655,815.83 to approximately SEK 2,813,106.67, and the number of shares will increase by 943,745 shares, from 15,934,895 shares to 16,878,640 shares. The dilution upon exercise of all Warrants amounts to approximately 5.59 percent of the number of shares and votes in the Company.

Advisors
Vator Securities AB is acting as issuing agent and Fredersen Advokatbyrå AB is acting as legal advisor to Ziccum in connection with the exercise of the Warrants.

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in Ziccum. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and this press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Ziccum. No prospectus will be prepared by the Company and published on the Company’s website in connection with the exercise of Warrants.

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 (2023:560) (the “FDI Act”) (Sw. lag (2023:560) om granskning av utländska direktinvesteringar). 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). Each warrant holder should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the warrant exercise for the individual warrant holder.

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.

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Carnegie Investment Bank AB (publ)
Follow us on https://eucaps.com/ziccum

About Ziccum

Ziccum is developing LaminarPaceTM, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPaceTM uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

The exercise period for warrants of series TO5 in Ziccum commences today
Ziccum TO5 VP-konto, Subscription Form
Board's Statement, Chapter 14, Section 32 of the Swedish Companies Act
Auditor's Statement, Chapter 14, Section 32 of the Swedish Companies Act

The exercise period for warrants of series TO5 in Ziccum commences today
Ziccum TO5 VP-konto, Subscription Form
Board's Statement, Chapter 14, Section 32 of the Swedish Companies Act
Auditor's Statement, Chapter 14, Section 32 of the Swedish Companies Act

Ziccum AB (publ) Interim report Q2 2024

INTERIM REPORT Q2, 1 JANUARY – 30 JUNE 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 LaminarPaceTM 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 LaminarPaceTM.

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 27 April 2021, the Annual General Meeting of Ziccum AB (publ) ("Ziccum" or the "Company") resolved on a directed issue of no more than 46,000 employee stock options of series LTI 2021:1 (the "Stock Options") to certain employees and consultants in the Company. On June 3, Ziccum announced that 14,819 warrants of series 2021/2024 (the "Warrants"), in relation 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 after Q2 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.

CEO statement

Remarkable new technology advancement and keen international interest

After fully confirming our mRNA capabilities in first quarter 2024, we are happy to build such keen interest for our technology, across the international industry. Now seeing the ability to increase the mRNA activity for certain formulations, applying LaminarPace at optimal conditions, is amazing. The potential value of LaminarPace to achieve better and completely new biopharmaceuticals has reached new levels. This could eliminate interest for any tentative competing solutions.

Proving LaminarPace for mRNA/LNP – even increasing protein expression

While the LaminarPace technology has been successfully applied for all kinds of fragile, demanding biopharmaceuticals – proteins, peptides, antibodies and more – the current focus of Ziccum is to address the booming field of mRNA in lipid nanoparticle formulation (mRNA/LNP). This is no small feat. The amount of data generated in a short timeframe 2023/24 is rewarding, especially as every data set is positive; in a completely new field one could expect various outcomes. The first animal study performed gave very clear, good preservation of mRNA activity for LaminarPace material.

In addition to partnered trials during spring, Ziccum spent important efforts generating further mRNA data, optimizing performance both in pilot scale trials and in the 3D-modelling performed in parallel. In this work, we have been intrigued to see not only well preserved but also increased mRNA activity, in terms of protein expression in live cells. This triggered more investigation, and we are delighted to announce both the confirmation of this effect, and the continued work to understand the mechanisms behind it. We are thrilled to investigate this further.

Unique value creation for industry leading partners

We now have repeated external validations from reputable industry players. Also, we have reached a stage where the world’s largest pharmaceutical corporations are approaching Ziccum to learn more – a unique situation for a company our size. While it is very rewarding to see the industry interest, a lot of effort of course remains to get widespread industry recognition. Ziccum is not spending the marketing budgets of large corporations. But with hard work and using a significant industry network, we are already reaching out to key stakeholders and generating keen interest on a global scale.

While we have very good results in our partnered studies, with validation by world leading corporations, the current Big Pharma II partner has chosen not to proceed at the present time, having many competing priorities. This is well in line with the Ziccum strategy, where a pipeline of many collaborations will be needed considering the conservative approach in pharmaceutical industry – and as we have the great benefit of a technology platform. We are delighted to have signed with ReCode Therapeutics, especially as this is an mRNA pioneer, also working at the pharmaceutical forefront and open to new technology. We keep adding advanced dialogues to our portfolio. Obviously, having an even stronger potential value proposition, increasing mRNA activity in new therapies or vaccines, industry interest can be fuelled further.

Progressing with more convincing data

The Masterplan project work is intense. In addition to the studies in live cells, resulting in the new findings of higher mRNA activity, we are planning for further animal data. The inhalation studies with Copenhagen University are reconciled into a new format, to ensure timely delivery from our partner. We are excited to see the outcome. Old drying methods like lyophilization can rarely be applied to biologics at all, and could never give fine, tailor-made particles applicable by inhalation. For LNP formulations, inhalation has been considered impossible by industry – until LaminarPace was applied.

In addition to the animal studies proving mRNA activity, we are also progressing towards next level studies, to assess the immune response in animals.

LaminarPace development continues

The development of the LaminarPace rig continues with a keen focus having secured further partnerships with leading expertise. A main topic is the continuous product outtake, which will be key to high capacity. This work is strongly accelerated, using our 3D model to assess configurations quickly and easily.

During the quarter we secured significant intellectual property (IP) protection. We have progressed our patent applications to international PCT stage and added a high number of patent claims for all three fields, thanks to the high pace of internal trials. This is creating a strong, multilayered protection for Ziccum. Based on the investigations of LaminarPace giving higher mRNA activity, we may have the basis for further patent protection.

Developing Ziccum and planning ahead

To ensure the company’s financials for its ambitious growth plans while balancing low expenditures, to serve shareholders’ best interest, the company board of directors and management are assessing options for the company’s capital needs ahead. Without increasing costs, we have been able to recruit two new, talented colleagues to the international Ziccum team, strengthening our analytical, financing and business capabilities: most happy to welcome Christo Vassilev and Ilkim Atmaca.

We have very interesting results ahead. Let me thank everyone involved for such valuable efforts, give a warm welcome to new board members and my appreciation to partners, owners and investors for continued support. Looking forward to next steps together!

Lund, August 30th, 2024
Ann Gidner

Financial summary

Apr-Jun Apr-Jun Jan-Jun Jan-Jun Jan-Dec
kSEK 2024 2023 2024 2023 2023
Operating income 367 1,776 3,615 2,414 6,318
Operating result -7618 -5,060 -11,641 -9,995 -21,560
Result -7,647 -4,965 -11,604 -9,837 -21,412
Balance sheet total 15,791 24,635 15,791 24,635 14,972
Cash flow -4,967 -4,440 1,098 -8,368 -19,956
Cash and cash equivalents 4,092 14,583 4,092 14,583 2,994
Equity ratio % 52 80 52 80 57
Per share data (SEK)    
Number of shares 15,372,258 13,806,142 15,372,258 13,806,142 13,806,142
Result per share before and after dilution* -0.50 -0.36 -0.75 -0.71 -1.55
Cash flow per share -0.34 -0.32 0.08 -0.61 -1.45
Equity per share 0.53 1.43 0.53 1.43 0.62

* Dilution effect is not calculated when the result is negative

For more information about Ziccum, please contact:

Ann Gidner
CEO, Ziccum AB
Mail: gidner@ziccum.com
Mobile: +46 722140141

Jonas Ekblom
Chairman of the Board, Ziccum AB
Mail: ekblom@ziccum.com
Mobile: +46 736777540

Ziccum’s Certified Adviser is
Carnegie Investment Bank AB (publ)
Follow us on https://eucaps.com/ziccum

About Ziccum

Ziccum is developing LaminarPaceTM, a unique drying method for biopharmaceuticals and vaccines based on mass transfer, not heat transfer. The technology is offered by licensing to vaccine and biologics developers and manufacturers in the global pharmaceutical industry. By reducing drying stress to the active ingredient, LaminarPaceTM uniquely enables particle-engineered, thermostable dry powder biopharmaceuticals which can be easily handled and transported and are highly suitable for novel administration routes. 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 application. Ziccum is listed on the Nasdaq First North Growth Market.

Attachments

Ziccum AB Q2 Report 2024

Ziccum AB Q2 Report 2024

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