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The Board of Directors of Vivesto AB (“Vivesto” or the “Company”) has today, based on the authorisation from the Extraordinary General Meeting held on 22 December 2025, resolved on a directed new issue of 31,050,000 shares to certain guarantors in the rights issue of shares resolved upon by the Board of Directors on 20 November 2025 (the “Rights Issue“), in accordance with the guarantee agreements previously communicated (the “Compensation Issue“). The subscription price in the Compensation Issue is SEK 0.10 per share, and payment is made by offsetting the guarantors’ claims on the Company.
In connection with the Rights Issue, the Company received guarantee undertakings from the existing shareholder Arwidsro Investment AB (“Arwidsro Investment”) through a so-called top guarantee, as well as from an additional existing shareholder and a number of external investors through so-called bottom guarantees. As communicated in connection with the announcement of the Rights Issue, the guarantors are, according to the guarantee agreements entered into, entitled to commission, whereby commission for the bottom guarantee undertakings is paid with 15 percent of the guaranteed amount in the form of newly issued shares in the Company, or alternatively 13 percent of the guaranteed amount in the form of cash commission. For the top guarantee undertaking provided by Arwidsro Investment, commission is paid with 17 percent of the guaranteed amount, only in the form of newly issued shares in the Company.
In addition to Arwidsro Investment, a number of guarantors have chosen to receive guarantee commission in the form of shares, whereas the others will receive cash guarantee commission. Accordingly, the Board of Directors of Vivesto has today, based on the authorisation from the Extraordinary General Meeting held on 22 December 2025, resolved on the Compensation Issue, comprising 31,050,000 shares to Arwidsro Investment and the bottom guarantors who have chosen to receive guarantee commission in the form of shares. The cash portion of the guarantee commission paid to bottom guarantors who have chosen cash commission amounts to approximately SEK 2.6 million.
The reason for the deviation from the shareholders’ preferential rights is to fulfil the Company’s obligations to the guarantors, as they under the guarantee agreements entered into are entitled to set off their claims against the Company arising from guarantee undertakings provided in connection with the Rights Issue. In addition, the Board of Directors considers that it is beneficial to the Company’s financial position and in the interest of the shareholders to settle the guarantee commission in the form of shares instead of cash payment, as it preserves cash resources, thus strengthening the Company’s working capital.
Payment in the Compensation Issue shall be made by set-off of claims against the Company, which consists of these guarantors’ entitlement to guarantee commission. The subscription price in the Compensation Issue amounts to SEK 0.10 per share, which corresponds to the subscription price per share in the Rights Issue. The guarantee commission and the subscription price were determined through arm’s length negotiations between the Company and the parties that have provided guarantee undertakings in connection with the entry into the guarantee agreements prior to the Board of Directors’ resolution to carry out the Rights Issue, which was made in consultation with the Company’s financial advisor Bergs Securities. The Board of Directors therefore considers that the terms have been determined in such a way as to ensure market fairness and that they reflect prevailing market conditions.
Through the Compensation Issue, the Company’s share capital will increase by SEK 3,105,000, from SEK 107,608,691 to SEK 110,713,691, through a new issue of 31,050,000 shares, which entails that the total number of shares in the Company will increase from 1,076,086,910 to 1,107,136,910, corresponding to a dilutive effect of approximately 2.8 percent of the total number of shares and votes in the Company. The above figures are calculated based on the number of outstanding shares in the Company following registration with the Swedish Companies Registration Office of the Rights Issue.
Advisors
In connection with the Rights Issue, Vivesto has engaged Bergs Securities as financial advisor and Sole Bookrunner. TM & Partners is acting as legal advisor to the Company.
For more information:
Erik Kinnman, Chief Executive Officer, Vivesto
Phone: +46 018-50 54 40
E-mail: IR@vivesto.com
About Vivesto AB
Vivesto is a Swedish development company that aims to offer new treatment options for hard-to-treat cancers where there are major medical needs and significant market potential. The project portfolio consists of Cantrixil, which is being developed for blood cancer, and the veterinary oncology program Paccal Vet (paclitaxel micellar), which is being evaluated in a pilot clinical trial in dogs with splenic hemangiosarcoma following splenectomy and in a dose-finding study in cats with solid tumors.
Vivesto’s shares are traded on Nasdaq Stockholm (ticker: VIVE). Visit www.vivesto.com for more information about Vivesto.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Vivesto in any jurisdiction, neither from Vivesto nor from someone else.
This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company has prepared and published an information document in accordance with Annex IX of the Prospectus Regulation. Each investor is encouraged to make their own assessment of whether it is appropriate to invest in the Company.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public Rights Issue of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, ”qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of ”investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ”relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s and the group’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as ”believe”, ”expect”, ”anticipate”, ”intend”, ”may”, ”plan”, ”estimate”, ”will”, ”should”, ”could”, ”aim” or ”might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers 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 that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq Stockholm’s rule book for issuers.