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 Krakow, Poland – December 8, 2022 – Ryvu Therapeutics S.A. (WSE:RVU), a clinical-stage company developing oncology therapeutics, published a prospectus in connection with the public offering of Series J shares.

• Subscriptions for shares for individuals and the book-building process for institutional investors will be held between December 8 and 15, 2022.
• The maximum price of the offered shares was set at PLN 65 per share.
• The Company plans to obtain up to PLN  272* million from the offer, which will be primarily allocated to the development of clinical and early-stage projects, allowing the advancement of the Company’s operations.
• The Investment Firm and Global Coordinator is Trigon Dom Maklerski, and the co-bookrunner is Biuro Maklerskie mBank. The Company’s legal advisor in this transaction is Chabasiewicz Kowalska i Wspólnicy.
• A webcast regarding the prospectus will be held on December 8 (Thursday) at 9:00 CET.
  The meeting will be publicly accessible at clickmeeting.com/ryvu-prospectus-conference/register

– “Recently, Ryvu has been dynamically developing its clinical and early-stage projects. We have also been very active in the area of business and corporate development. In the second half of this year, Ryvu obtained favorable debt financing from the European Investment Bank worth over PLN 100 million and signed two partnering agreements – with BioNTech and Exelixis – in which the company has secured a total of over PLN 100 million in upfront payments. In addition, BioNTech has committed to participation in Ryvu’s public offering by subscribing shares worth EUR 20 million, which is a strong validation of Ryvu’s entire project portfolio. Personally, in line with previous statements, I intend to participate in the issue,” says Paweł Przewięźlikowski, co-founder, largest shareholder, and CEO of Ryvu Therapeutics.

– “Since the previous share issue, Ryvu has made significant scientific progress, both in early-stage and clinical projects, where the safety of RVU120 and SEL24 has been established in dose escalation, and early signs of therapeutic benefit have been demonstrated. The quality of Ryvu’s science is reflected in our eleven partnering agreements, including two very important ones signed in 2022. We are hoping the market will appreciate our achievements,” adds Paweł Przewięźlikowski.

 

Share issue goals

The size of the offer will not exceed 4,764,674 new Series J shares. The funds raised in the public offering will be used by the Company to implement its Development Plans for 2022-2024, focused on maximizing the value of the Company for the Shareholders:

• broad development of RVU120,
• support of development of SEL24 by the Menarini Group,
• focus on synthetic lethality projects,
• acceleration of work in the portfolio of early-stage projects,
• achieving financial milestones in existing R&D collaborations,
• at least one new partnering agreement per year.

The total budget for 2022-2024 Development Plans is estimated at up to approx. PLN 558* million. The financing for the execution of Development Plans for 2022-2024 is planned to be secured from various sources (existing and new grants, expected milestones, cash, debt financing, capital market) with the aim of reducing the risk for the Shareholders and minimizing potential dilution.

In the second half of 2022, the company has implemented numerous activities resulting in raising a total of approx. PLN 212 million (including the upfront payments from Exelixis and BioNTech, as well as debt financing obtained from the European Investment Bank), securing part of the Company’s operations financing.

The company expects to obtain up to PLN 272 million from the public offering of Series J shares. The funds raised will be allocated primarily for the development of clinical and early-stage projects.

 

Budget Q4’22 – 2024 (PLN m)	Costs	Expected milestone and grant payments**	New grant payments	Cash	Debt financing	Series J share issue*
Clinical Development	302	56	7	22	78	138
Early Pipeline	199	66	8	19	26	80
G&A	57	–	–	3	–	54
SUM	558	122	15	44	104	272

 

*According to the Company’s expected proceeds from the share issue (obtaining the maximum price and selling shares in the BioNTech tranche).
** Including upfront payment from BioNTech (PLN 94 million)

 

More information about the share issue  

The Company’s public offering will include not more than 4,764,674 new Series J shares. BioNTech has committed to investment of €20 million in the offering. Due to Ryvu’s contractual obligation to allocate shares to BioNTech without any reduction in the number of shares, BioNTech may hold one of the largest stakes in the Company after the offering.

The issue will be conducted with the exclusion of pre-emptive rights. However, the Company’s existing shareholders will be entitled to a preference right, potentially allowing existing shareholders to avoid dilution in connection with the issue. The rules related to the application of the preference rights are described in the prospectus. The record date, i.e. the date on which the level of shareholder involvement in the Company’s share capital for the preference right will be determined, has been set for December 8, 2022. Subscriptions for individual investors and book building for the institutional investors will be conducted between December 8-15, 2022.

The terms and conditions, as well as a timetable of the public offering of Series J shares, are presented in the prospectus, published on the Company’s website – www.ryvu.com/pl/spo/ and for information purposes on the website of the investment firm brokering the offering, Trigon Dom Maklerski.

The prospectus webcast will be held on December 8 (Thursday) at 9:00 am (CET). The meeting will be publicly available at ryvu.clickmeeting.com/ryvu-prospectus-conference/register

The role of Investment Firm and Global Coordinator will be performed by Trigon Dom Maklerski, and the co-bookrunner is Biuro Maklerskie mBank. There is also a plan to establish a broad distribution consortium of brokerage houses to serve the needs of the individual investors.

The Company’s legal advisor on the transaction is Chabasiewicz Kowalska and Partners.

 

Disclaimer

This press release is solely for information purposes. This press release is by no means intended, whether directly or indirectly, to promote the offering, subscription or purchase of any securities, in particular Company’s shares and is not an advertisement or promotional material prepared or published for the purpose of promoting any securities or their offering or subscription or for the purpose of encouraging an investor, whether directly or indirectly, to subscribe for or acquire any securities.

This press release is not to be used or considered as, does not constitute or form part of, an offer to or solicitation of an offer to sell, purchase, exchange or transfer any securities or invitation to subscribe for any securities in Poland or any other jurisdiction, and does not constitute an advertisement of the securities in Poland or any other jurisdiction. This press release is not a basis of and should not be relied on in connection with or act as an inducement or an advertisement to enter into any contract or commitment. 

This press release does not constitute a public offering in the meaning of the Regulation 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 or any other offer or invitation to acquire any Company’s securities nor the incentive to submit bids for the acquisition or subscription of the Company’s securities. This press release does not constitute information about the Company’s securities and the terms and conditions of their acquisition or offering sufficient grounds to decide whether to purchase or acquire such securities.

The only legally binding documents containing information on the Company and the public offer of J shares of the Company (the “Offer”) (the “Offered Shares”) is the prospectus published on 7 December 2022, together with supplements and update announcements (the “Prospectus”). The Prospectus is available on the Company’s website: https://ryvu.com/pl/spo/.

The approval of the Prospectus by the Financial Services Authority should not be understood as an endorsement of the Offered Shares. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Offer Shares.

This press release is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction in which such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction, including, but not limited to, the United States, Canada, Australia, the United Kingdom or Japan.

The information and opinions presented or contained in this press release (including forward-looking statements) are accurate as of the date hereof (unless otherwise stated) and are subject to updating, revision, verification and amendment without notice and such information may change materially. Information and opinions herein may be subject to significant change. Neither the Company nor the persons acting on its behalf, in particular the members of the Company’s Management Board, the Company’s advisers nor any other person are under an obligation to correct, update or keep current the information contained in this press release or to publicly announce or inform you of the result of any revision to the statements made herein except where they would be required to do so under applicable law. This press release is made on the express understanding that it does not contain all information that may be required to evaluate the Company, its business or any of its securities. No part of this press release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision relating thereto, nor does it constitute a recommendation regarding any securities of the Company. 

Matters discussed in this press release may constitute forward-looking statements that reflect management’s current views with respect to future events, strategy and financial and operational performance of the Company.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts.  The words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “may”, “project”, “should”, “will” and similar expressions identify forward-looking statements.  Others can be identified from the context in which they are made. These forward-looking statements involve various assumptions, known and unknown risks, uncertainties, estimates and other factors which are beyond the Company’s control and which may cause actual results or performance to differ materially from those expressed or implied from such forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. No statement in this press release is intended to be a profit forecast. In addition, even if the Company’s performance and results are consistent with forward-looking statements, they may not be adequately predictive of future performance or development. Among the factors that may cause differences is that the Company’s expectations regarding the programs under development may not be correct due to the inherent uncertainties associated with clinical trials and project development activities, and regulatory approval requirements, the Company’s reliance on third-party collaborations, and estimating the commercial potential of development programs.

Neither the Company nor the persons acting on its behalf, in particular the members of the Company’s Management Board, the Company’s advisers nor any other person, shall have any liability whatsoever for any loss howsoever arising from any information or opinions presented or contained in this press release nor shall they accept any responsibility whatsoever for, or make any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the information in this press release (or whether any information has been omitted from the press release) or any other information relating to the Company, in any form whatsoever, howsoever transmitted or made available, or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith.