Curasight
PROVIDING ANSWERS FOR CANCER PATIENTS

Curasight is on a mission to improve the lives of millions of people with cancer

INVITATION TO SUBSCRIBE FOR UNITS IN CURASIGHT A/S

Subscription period: 16-30 September 2024

The Danish Supervisory Authority approved this prospectus on 12 September 2024. This prospectus is valid for a period of up to twelve months from the date of this approval. The obligation to supplement the prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the prospectus is no longer valid and Curasight A/S will only supplement the prospectus when required according to rules on prospectus supplement in the Prospectus Regulation.

Important information

This EU growth Prospectus (the "Prospectus") has been prepared by the Board of Directors of Curasight A/S ("Curasight" or the "Company"), with corporate registration number ("CVR") 35249389, due to the Company's offer to subscribe for units, consisting of warrants of series TO2 and TO3, with pre-emptive rights for existing shareholders in accordance with the terms of this Prospectus (the "Offer" or the "Rights Issue"). In connection with the Offer, Sedermera Corporate Finance AB ("Sedermera") is the financial adviser, VP Securities A/S ("VP Securities") is the issuing agent and Nordic Issuing AB ("Nordic Issuing") the settlement agent. DLA Piper Denmark Law Firm P/S ("DLA") the legal advisor to Curasight. Sedermera has assisted the Company in preparing this Prospectus. The Board of Directors of Curasight is responsible for the content, whereupon Sedermera disclaim all responsibility in relation to shareholders in the Company and for other direct or indirect consequences as a result of investment decisions or other decisions based in whole or in part on the information in the Prospectus.

This Prospectus has been approved by The Danish Financial Supervisory Authority (the "DFSA"), as the competent authority. The DFSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation 2017/EU/1129. Such approval should not be considered as an endorsement of the quality of the securities that are subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. The Prospectus has been prepared as an EU growth Prospectus in accordance with Article 15 of Regulation (EU) 2017/1129.

Investors should make their own assessment of whether it is appropriate to invest in the securities referred to in this Prospectus. Disputes due to the content of this Prospectus or related legal matters shall be settled in accordance with Danish law and in Danish courts. The Prospectus is available at Curasight's website (www.curasight.com). The Prospectus can also be accessed via Sedermera's website: (www.sedermera.se). The Prospectus will also be available at DFSA's website (www.finanstilsynet.dk).

The Prospectus has been passported to Sweden in accordance with article 25 of the Prospectus Regulation. The shares in Curasight are not subject to trading or application in any country other than Denmark and Sweden. Invitation according to this Prospectus is not addressed to persons whose participation presupposes additional Prospectuses, registration measures or other measures than those that comply with Danish law. The Prospectus may not be distributed in the United States, Australia, Japan, Canada, New Zealand, South Africa, Hong Kong, Switzerland, Singapore, Belarus or Russia or other countries where the distribution of this invitation requires further action under the preceding sentence or is contrary to the rules of such country. Disputes due to the content of the Prospectus or related legal matters shall be settled in accordance with Danish law and in Danish courts.

In addition to what is stated in the auditor's report, annual reports and reports incorporated by reference, no information in the Prospectus has been reviewed or audited by the Company's auditor. The Board confirms that information from third parties has been reproduced correctly and that as far as the Board is aware and can ascertain information published by third parties, no facts have been omitted that would make the reproduced information incorrect or misleading.

Forward-looking statements

The Prospectus contains forward-looking statements that reflect the Company's current views on future events and financial and operational developments. Words that indicate indications or predictions about future developments or trends and that are not based on historical facts constitute forward-looking statements. Forward-looking statements are associated with both known and unknown risks and uncertainties, as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development and actual results may differ materially from those stated in the forward-looking statements. Statements about the outside world and future conditions in this document reflect the Board's current views on future events and financial development. Forward-looking statements only express the assessments and assumptions made by the Board when preparing the Prospectus. These statements are well thought out, but the reader should be aware that these, like all future assessments, are associated with uncertainty.

Market information

The Prospectus contains market information related to the Company's operations and the market in which Curasight operates. Unless otherwise stated, such information is based on the Company's analysis of several different sources. Potential investors should be aware that financial information, market information and forecasts and estimates of market information contained in the Prospectus do not necessarily constitute reliable indicators for Curasight future development.

Spotlight Stock Market

The Company's shares are listed on Spotlight Stock Market AB ("Spotlight Stock Market"). Trading in the Company's shares can be followed in real time at https://spotlightstockmarket.com/. Investors should be aware that shares traded on Spotlight Stock Market are not subject to all regulations protecting shareholders in listed companies, although Spotlight Stock Market has chosen to apply the majority of these regulations through its listing agreement. Investors should nevertheless be aware that trading in these securities may be associated with greater risk. Trading on Spotlight Stock Market takes place through investors' banks or stockbrokers. Price information is distributed in real time on the Spotlight Stock Market website (https://spotlightstockmarket.com/), as well as through most stockbrokers, financial information websites and some newspapers. MTF stands for Multilateral Trading Facility as defined in MiFID (Markets in Financial Instruments Directive). On Spotlight Stock Market, Spotlight Group AB, a trading platform under the supervision of the Swedish Financial Supervisory Authority, is responsible for reviewing the listed companies and trading in the companies' shares.

Rights Issue | 2 | Curasight A/S

Table of contents ... 3
Documents incorporated by reference ... 4
Summary ... 5
Responsibility statement ... 11
Information from third parties ... 12
General Company Information ... 12
Motive for the Rights Issue ... 13
Business and market overview ... 15
Working capital statement ... 23
Risk factors ... 24
Terms and conditions of the Units ... 29
Terms and conditions of the Offering ... 31
Board of Directors and Executive management ... 35
Financial information and key figures ... 40
Legal issues, ownership structure and additional information ... 42
Documents available ... 44

Certain Definitions

"Curasight" or "Company" refers to Curasight A/S, corporate registration number 35249389.

"Initial Rights Issue" refers specifically to Rights Issue of units with subscription period between 16 September 2024 and 30 September 2024, where new warrants of series TO2 and TO3 are issued.

"Rights Issue" or "the Offering" refers to the overall Rights Issue, which includes the Initial Issue and subsequent exercise of TO2 and TO3 warrants in November/December 2024 and June 2025 respectively.

"Unit" refers to the bundle of two (2) warrants of series TO2 and one (1) warrant of series TO3 which are offered in the Rights Issue.

"New Units" refers to the bundle of New Warrants offered through the Initial Rights Issue.

"New Warrants" refers to warrants of series TO2 and TO3 issued in the Initial Rights Issue.

"Temporary unit" refers to an interim instrument representing paid-for units that will be registered on the subscribers' in VP Securities in a temporary ISIN during the period up until the Rights Issue is finalized. Upon registration of the Rights Issue at Erhvervsstyrelsen, the temporary unit will automatically be exchanged for warrants in the Company and delivered to the subscribers' accounts.

"UR" refers to pre-emptive Unit Right.

"DKK", "USD" and "EUR" refers to Danish kroner, U.S. dollars and Euros respectively.

Documents incorporated by reference

The investor should take note of the information incorporated into this Prospectus by reference and that the information to which reference is made should be read as part of the Prospectus. The information given below as part of the following documents is incorporated into the Prospectus by reference. Copies of the Prospectus and the documents incorporated by reference can be obtained from Curasight electronically via the Company's website, https://www.curasight.com. Non-incorporated parts of the below documents contain information presented elsewhere in this Prospectus or deemed not relevant to investors.

HALF-YEAR REPORT 2024 (unaudited)	Page
Income statement	14
Balance sheet	15-16
Statement of changes in equity	16-17
Cash flow statement	18
Link to document: Half-year report Q2 2024
ANNUAL REPORT 2023 (audited)	Page
---	---
Independent auditor's report	30-31
Income statement	18
Balance sheet	19-20
Statement of changes in equity	21
Cash flow statement	22
Notes	23-28
Link to document: Annual report 2023
ANNUAL REPORT 2022 (audited)	Page
---	---
Independent auditor's report	29-30
Income statement	17
Balance sheet	18-19
Statement of changes in equity	20
Cash flow statement	21
Notes	22-27
Link to document: Annual report 2022

Rights Issue | 4 | Curasight A/S

Summary

SECTION 1 - INTRODUCTION
1.1	Name and international securities identification number ('ISIN') of the securities	The Offer consists of units (warrants of series TO2 and series TO3) in Curasight.
One (1) unit consists of two (2) warrants of series TO2, and one (1) warrant of series TO3.
The shares have short name (ticker) CURAS and ISIN code DK0061295797.
The pre-emptive unit rights have ISIN code DK0063183124
Temporary units have ISIN code DK0063183041
Warrants of series TO2 have short name (ticker) CURAS TO2 and ISIN code DK0063183207
Warrants of series TO3 have short name (ticker) CURAS TO3 and ISIN code DK0063183397
1.2	Name and contact details to the issuer	Curasight A/S has corporate registration number (CVR) 35249389 and LEI code 984500C9E3ADR98F1070.
Representatives of Curasight may be reached by telephone at +4522830160 and by e-mail at [email protected].
The Company's visiting address is Ole Maaløes Vej 3, DK-2200 Copenhagen, Denmark, and the website is https://www.curasight.com.
1.3	Name and contact details for the relevant authority that has approved this Prospectus	The Danish Financial Supervisory Authority (Dk. Finanstilsynet) ("the DFSA") is the competent authority that is responsible for the approval of the EU growth Prospectus ("the Prospectus"). The visiting address to the DFSA is Strandgade 29, 1401 Copenhagen, Denmark, and the website is www.finanstilsynet.dk. The DFSA can also be reached on telephone at +45 33 55 82 82 and by email at [email protected].
1.4	Date of approval	The Prospectus was approved by the Danish Financial Supervisory Authority on 12 September 2024.
1.5	Warning	This summary should be read as an introduction to the Prospectus. Any decision to invest in the Units should be based on a consideration of the Prospectus as a whole by the investor. Investors may lose all or parts of the invested capital. If a claim related to information in this Prospectus is brought before a court of law, the plaintiff investor may, under national law, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation hereof, but only if the summary is misleading, inaccurate, or inconsistent when read together with the other parts of this Prospectus, or if it does not provide, when read together with the other parts of this Prospectus, key information to aid investors when considering whether to invest in such Units.

SECTION 2 - KEY INFORMATION ABOUT THE ISSUER
2.1	Who is the issuer of the securities?	Curasight is a Danish public limited liability company governed by Danish law including but not limited to the Danish Companies Act (Dk. "Selskabsloven"). Curasight is a clinical phase II company based in Copenhagen, Denmark. Curasight is the pioneer behind the novel uPAR Theranostics technology. The technology minimizes irradiation of healthy tissue by combining the targeted uTREAT® radiation therapy with the precise uTRACE® diagnostics. Curasight's shares are admitted to trading on Spotlight Stock Market and the Company has its office in Copenhagen Denmark. The Board of Directors has its registered office in Copenhagen, Denmark and Ulrich Krasilnikoff is since 2016 the Company's CEO. The following table shows the Company's major shareholders at the date of the Prospectus. There are, to the Board of Directors' knowledge, no shareholder agreements or other agreements between the Company's shareholders, which seek to have joint influence over the Company. The Company is not directly or indirectly controlled by any shareholders.
		Major shareholder	Number of shares Percentage of votes and capital (%)
		AK 2014 Holding ApS¹	6,059,040 29.30
		UK CURACAP ApS²	4,023,750 19.50
		CHN 204 Holding ApS³	2,408,780 11.65
2.2	What is the key financial information regarding the issuer?	Financial information and key figures The financial information incorporated into this Prospectus by reference includes the audited annual reports for the financial years 2023 and 2022 and the unaudited half-year report for 2024, which all have been prepared in accordance with the provisions of the Danish Financial Statements Act governing reporting class B enterprises with
		the financial data. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the form of a table showing the financial data of the company. The financial data are presented in the --- addition of certain provisions for reporting class C. The annual reports have been audited by the Company's independent auditor without any qualification as set forth in their audit report included therewith. Income statement \| kDKK \| 2024-01-01 \| 2022-01-01 \| 2023-01-01 \| 2022-01-01 \| \| --- \| --- \| --- \| --- \| --- \| \| \| 2024-06-30 \| 2023-06-30 \| 2023-12-31 \| 2022-12-31 \| \| \| Unaudited \| Unaudited \| Audited \| Audited \| \| Gross loss \| -16,385 \| -13,385 \| -25,729 \| -11,488 \| \| Operating loss \| -20,345 \| -16,845 \| -33,214 \| -18,962 \| \| Loss for the period \| -18,729 \| -13,138 \| -26,169 \| ,18,349 \| \| Balance sheet \| \| \| \| \| \| kDKK \| 2024-01-01 \| 2022-01-01 \| 202-01-01 \| 2022-01-01 \| \| \| 2024-06-30 \| 2023-06-30 \| 2023-12-31 \| 2022-12-31 \| \| \| Unaudited \| Unaudited \| Audited \| Audited \| \| Total assets \| 28,847 \| 46,331 \| 38,742 \| 59,667 \| \| Equity \| 12,654 \| 44,414 \| 31,383 \| 57,552 \| \| Cash flow statement \| \| \| \| \| \| kDKK \| 2024-01-01 \| 2022-01-01 \| 202-01-01 \| 2022-01-01 \| \| \| 2024-06-30 \| 2023-06-30 \| 2023-12-31 \| 2022-12-31 \| \| \| Unaudited \| Unaudited \| Audited \| Audited \| \| Cash flows from: \| \| \| \| \| \| Operating activities \| -21,697 \| -17,841 \| -29,857 \| -16,336 \| \| Investing activities \| 0 \| 0 \| -8 \| -7,283 \| \| Financing activities \| 10,000 \| 0 \| 0 \| 0 \| \| Key figures \| \| \| \| \| \| kDKK \| 2024-01-01 \| 2022-01-01 \| 2023-01-01 \| 2022-01-01 \| \| \| 2024-06-30 \| 2023-06-30 \| 2023-12-31 \| 2022-12-31 \| \| \| Unaudited \| Unaudited \| Unaudited \| Unaudited \| \| Gross loss \| -16,385 \| -13,385 \| -25,729 \| -11,488 \| \| Operating loss \| -20,345 \| -16,845 \| -33,214 \| -18,862 \| \| Loss before taxes \| -21,479 \| -16,844 \| -33,220 \| -19,488 \| \| Loss for the year \| -18,729 \| -13,138 \| -26,169 \| -18,349 \| \| Total assets \| 28,847 \| 46,331 \| 38,742 \| 59,667 \| \| Equity ratio (%)1 \| 43.9 \| 95.8 \| 81.0 \| 96.5 \| \| Earnings per share2 \| -0.54 \| -0.41 \| -1.32 \| -0.92 \| Equity ratio (%): Shareholders equity as a proportion of total assets. Earnings per share: Profit/Loss for the period divided by average number of shares. 2.3 What are the key risks that are specific to the issuer? ## Clinical trials The pharmaceutical industry in general and clinical trials in particular, are associated with great uncertainty and risks regarding delays and results in the studies. There is a risk that results from early clinical trials do not match results in more extensive clinical trials. There is a risk that the Company's current and planned future clinical trials will not indicate sufficient safety and efficacy in order for the Company to be able subsequently at a later date to out-license or sell the pharmaceutical projects according to plan. The most important study for Curasight at the moment is the just started phase II study in prostate cancer with uTRACE®, where the first patient was enrolled and treated in June 2024. The study is covered by a partnership agreement with Curium Pharma, which will be responsible for production, distribution and commercialization when the product hopefully be approved by the FDA in 2026/27. Furthermore, Curasight is in the process of planning a phase I/IIa study with uTREAT® for treatment in another cancer indication, where the first patient is expected to be enrolled in Q2 2025. This study is strategically important for the Company, as a positive outcome is considered to have great value for the Company within the treatment of several cancers. A negative outcome of the study will not be fatal for the company, as they are already working on the next generation of uTREAT®, but it will delay a final approval of the product by the FDA by up to 12 months. If these risks materialize this may lead to a reduction of cash flows or a lack of cash flows for the Company and as a result the Company can incur losses. The Company assesses the likelihood of these risks occurring as medium to low. If any of the above-mentioned risks were to arise, as a result of insufficient safety and efficacy data, an attempt will be made to conduct additional studies so that the desired requirements are achieved. The Company assesses the negative effect on the Company if the risk would occur to moderate to high. ## Product Liability Bearing in mind that the Company operates in the pharmaceutical industry, risks associated with product liability arise and are present. There is a risk that the Company will be held liable for an eventual event in clinical trials, even in cases where clinical trials are conducted by an external third party. In the event an incident does occur in a clinical trial and if the Company would be held liable for this, there is a risk that the Company's insurance coverage may not be sufficiently adequate to fully cover any future legal claims. There is a risk that this negatively affects the Company, both in terms of reputation as well as financially. A negative outcome or incident in connection with a clinical trial will always have a negative impact on the Company. In relation to the ongoing study, it is a well-tested product which has been tested in more than 400 patients in 9 cancers at Rigshospitalet - without a single incident or negative side effect being reported. If Curasight had to stop the ongoing study as a result of an unexpected event (death or very strong side effects) - then it can affect the company negatively on cash flow and reputation, if Rights Issue \| 6 \| Curasight A/S --- Rights Issue \| 7 \| Curasight A/S \| \| \| the cause can be attributed to the product uTRACE®. The patient groups included in the clinical trials will already be diagnosed with cancer - with which there are two teams of physicians who follow the patients - those who run the current cancer treatment of the patient and those who run the clinical trial. There is thus great attention to the patient's well-being. The Company assesses the likelihood of the risk occurring as medium. As with other biotech companies, there is always a risk associated with clinical trials, but the Company's UTRACE product has been tested in more than 400 patients in 9 different cancer indications, with no or limited reporting of adverse events, whereby it is assumed that the product is safe and well tolerated. The Company assesses the negative effect on the Company, if the risk would occur, to medium to high. \| \| --- \| --- \| --- \| \| SECTION 3 - KEY INFORMATION ON THE UNITS \| \| \| \| --- \| --- \| --- \| \| 3.1 \| What are the main features of the securities? \| Type, category, and ISIN of the securities Curasight shares with ISIN code DK0061295797 are traded at Spotlight Stock Market ("Spotlight Stock Market"), a multilateral trading facility platform ("MTF"). The ticker for the share is CURAS. There is only one class of shares in the Company. Currency, nominal value, and number of securities As of the date of this Prospectus, the Company's registered share capital amounts to DKK 1,034,121.35 divided among 20,682,427 shares. The shares are denominated in DKK. The nominal value of each share is DKK 0.05 and the shares have been paid in full. The currency of the Offering is DKK. Rights attached to the units The New Units do not have identical rights and be of the same seniority as the existing shares. These include voting rights, the right to dividends and the right to participate in the proceeds in case of a dissolution or liquidation of the Company. The Units that will be issued in the Rights Issue will not carry any eligibility for any dividends. Curasight is a growth company and has not since its formation paid dividends to the shareholders. The Company does not have a formalized dividend policy. The Board of Directors intends to finance development, operations, and growth with a combination of the possible profit and if needed future equity issues. In the event of a dividend, the Units will not carry the rights to dividend. Previous dividends and dividend policy Hisorically no dividends have been paid by Curasight. Curasight is currently in a development phase and potential surplus is planned to be invested in the development of the Company. The Company does not have a formalized dividend policy. \| \| 3.2 \| Where will the securities be traded? \| Curasight's shares are traded on Spotlight Stock Market (a MTF platform). The new warrants of series TO2 and TO3 will be admitted to trading on Spotlight Stock Market. Securities listed on Spotlight Stock Market are not subject to as extensive regulations as the securities that are admitted to trading on regulated markets. \| \| 3.3 \| Is there a guarantee attached to the securities? \| The securities are not covered by guarantees. \| \| 3.4 \| What are the key risks that are specific to the securities? \| Securities may fluctuate in value or liquidity There are no guarantees that the share price in the Company will have a positive development and there is a risk that investors in the Company will, in whole or in part, get back the invested capital. Curasight's share price has historically been volatile and may continue to fluctuate as a result of Company specific events and external factors. The Company's share price can be negatively affected by various reasons such as setbacks in clinical trials or other development activities, variation in profits/losses in Curasight's interim reports, increase in interest rates, political decisions, fluctuation in exchange rates and a general worsening of the economy. The share price may thus be affected by factors that Curasight cannot, wholly or partly, influence. A potential investment in Curasight should hence be preceded by a careful analysis of the Company, its competitors, general information about the industry, the general economic situation, and other relevant information. There is a risk that the Company's shares cannot be sold for a price acceptable to the holders, or at all, at any time. It is the Company's assessment that the probability of the risk occurring is medium. \| \| SECTION 4 - KEY INFORMATION ON THE OFFERING OF UNITS TO THE PUBLIC \| \| \| \| 4.1 \| Under which conditions and timetable can I invest in this security? \| The Offer On 4 September 2024, the Board of Directors resolved, with authorization in the Articles of Association, adopted by the Extraordinary General Meeting held on 2 July 2024, to carry out a Rights Issue of units. Each unit consists of two (2) warrants of series TO2 and one (1) warrant of series TO3. Subscription price in Rights Issue The preferential rights issue of units is intended to be carried out to those who are shareholders in the Company at a specific record date, and to be carried out with a subscription price of DKK 0.01 per unit. \| --- Rights Issue \| 8 \| Curasight A/S \| \| Subscription period Subscription of New Units will take place within the period from 16 September 2024 until 30 September 2024. \| \| --- \| --- \| \| \| Trading with unit rights and paid subscribed Units ("BTU") The unit rights with ISIN code DK0063183124 will be traded on Spotlight Stock Market during the period from and including 12 September 2024 up to and including 26 September 2024. Trading in BTU with ISIN code DK0063183041 will take place on Spotlight Stock Market from and including 16 September 2024 until after the Danish Business Authority has registered the Rights Issue and BTU’s are converted to warrants of series TO2 and TO3. \| \| \| Pre-emptive right and allocation Shareholders in the Company, which are registered with VP Securities on 12 September 2024 at 5:59 p.m. CET be allocated one (1) pre-emptive unit right for each of the share held. Seventeen (17) pre-emptive unit right, gives the holder of such right preferential allocation when subscribing for one (1) New Unit in the Rights Issue. The pre-emptive unit rights will be admitted to trading at Spotlight Stock Market with ISIN code DK0063183124. Shareholders who do not wish to subscribe for units in the Issue, can therefore chose to sell the pre-emptive unit rights to other potential subscribers in the Issue. Trading in unit rights will commence on 12 September 2024 at 9:00 a.m. CET and close on 26 September 2024 at 5:00 p.m. CET. Subscription Period for New Units commences 16 September 2023 at 9:00 a.m. CET and closes on 30 September 2024 at 5:00 p.m. CET. Any pre-emptive unit rights not exercised during the Subscription Period will lapse with no value, and the holder of such pre-emptive rights will not be entitled to compensation. Once a holder of a pre-emptive unit right has exercised such pre-emptive right to subscribe for New Units, such subscription cannot be withdrawn or modified by the holder. \| \| \| The pre-emptive unit rights, the temporary units, and the shares and warrants following the automatic conversion of temporary units, will be delivered in book-entry form to accounts with VP Securities. \| \| \| Warrants of series TO2 and TO3 One (1) New Unit consists of two (2) warrants of series TO2 and one (1) warrant of series TO3. In addition to the warrants being offered through the Rights Issue, there are an additional 1,250,000 warrants of series TO2 and 625,000 warrants of series TO3 outstanding. \| \| \| Each warrant of series TO2 entitles the holder to subscribe for one (1) new share at a subscription price within the range of DKK 11.50-15.55 during the exercise period which runs from 21 November 2024 until and including 5 December 2024. The exercise price for the warrants of series TO2 will be set to 70 percent of the volume-weighted average price during the period of twenty (20) trading days ending two (2) trading days before the first day of the exercise period. Last day of trading in warrants of series TO2 is 3 December 2024. Any warrants of series TO2 not exercised during the subscription period or sold before the last day of trading will laps with no value, and the holder of such warrant will not be entitled to compensation. The exercise price must be rounded to the nearest whole øre. The exercise price shall not exceed DKK 15.55. The exercise price shall not fall below DKK 11.50. \| \| \| If all warrants of series TO2 are exercised to the highest exercise price the Company will receive approximately DKK 57.3 million before issue costs. \| \| \| Each warrant of series TO3 entitles the holder to subscribe for one (1) new share at a subscription price within the range of DKK 15.55-19.40 during the exercise period which runs from 4 June 2025 until and including 18 June 2025. The exercise price for the warrants of series TO3 will be set to 70 percent of the volume-weighted average price during the period of twenty (20) trading days ending two (2) trading days before the first day of the exercise period. Last day of trading in warrants of series TO3 is 16 June 2024. Any warrants of series TO3 not exercised during the subscription period or sold before the last day of trading will laps with no value, and the holder of such warrant will not be entitled to compensation. The exercise price must be rounded to the nearest whole øre. The exercise price shall not exceed DKK 19.40. The exercise price shall not fall below DKK 15.55. \| \| \| If all warrants of series TO3 are exercised to the highest exercise price the Company will receive approximately DKK 35.7 million before issue costs. \| \| \| Publication of the outcome of the Rights Issue The result of the Rights Issue will be communicated in a company announcement expected to be published 3 October 2024, or as soon as possible after the subscription period ends. \| \| \| Dilution As at the Prospectus date, the Company’s registered share capital had a nominal value of DKK 1,034,121.35 divided into 20,682,427 existing shares with a nominal value of DKK 0.05. The Rights Issue will not cause any dilution for the existing shareholders, since there are no shares being issued through the Rights Issue. \| \| \| If the Rights Issue is fully subscribed and all warrants of series TO2 issued in the Rights Issue and all previously issued warrants of series TO2 are exercised the share capital will increase by DKK 184,190.70 to DKK 1,218,312.05 and the number of shares by 3,683,814 to 24,366,241, resulting in a dilution of approximately 15.1 percent. If all warrants of series TO3 issued in the Rights Issue and all previously issued warrants of series TO3 are exercised \| --- Rights Issue \| 9 \| Curasight A/S \| \| \| the share capital will increase by an additional DKK 92,095.35 to DKK 1,310,407.40 and the number of shares by an additional 1,841,907 to 26,208,148, resulting in a dilution of approximately 7.0 percent. Costs for the Right Issue The costs for the Rights Issue will amount to approximately DKK 0.5 million. If the Rights Issue is fully subscribed, resulting in all warrants of series TO2 and TO3 being issued, and all warrants of series TO2 and series TO3 are exercised to each of their highest exercise price, the costs for the warrant exercises will amount to a total of approximately DKK 4.5 million, corresponding to approximately 4.9 percent of the maximum issue volume from warrants of series TO2 and TO3. Subscription Price and amount of any expenses and taxes charged The New Units are offered at the Subscription Price of DKK 0.01 per New Unit (excluding fees, if any, from the investor's own custodian bank or brokers). No expenses or taxes will be charged to the investor as all cost in connection with the Rights Issue will be borne by Curasight. \| \| --- \| --- \| --- \| \| 4.2 \| Why is this EU Growth Prospectus being produced? \| Reasons for the Rights Issue According to Curasight assessment, existing capital is not sufficient to finance operational advancements in accordance with the Company's business plan. For this reason, Curasight has decided to resolve on the Rights Issue. Use of proceeds Curasight works within the field of radiopharmaceuticals with the ambition of improving diagnosis and treatment for a more gentle and efficient cancer care. The Company has pioneered the novel uPAR Theranostics platform which uses a highly specific PET imaging ligand to target the uPAR receptor for improved diagnosis uTRACE® and treatment uTREAT®. uPAR is expressed in many types of human cancers and the expression levels of uPAR have been shown to be strongly associated with metastatic disease, i.e. cancer aggressiveness, and subsequent poor prognosis. Curasight's clinical PET ligand uTRACE® has been successfully validated in more than 400 patients in several clinical PET imaging trials with uTRACE® in brain, prostate, head and neck, neuroendocrine, oral, breast and urinary bladder cancer. Using the team's scientific understanding and preclinical research results, Curasight is committed to developing its uTRACE® and uTREAT® platforms in parallel in a range of different cancers. The Rights Issue is designed to secure funding for the Company's R&D activities including maintaining the momentum of clinical trials being carried out under the partnership with Curium Inc. for uTRACE® in prostate cancer and activities to broaden the pipeline. If the Rights Issue is fully subscribed and all warrants of series TO2 are thus issued, the Company will, through the exercise of the warrants of series TO2 (including the previously issued warrants of series TO2) in November/December 2024, if all warrants are exercised, receive a minimum of approximately DKK 57.3 million in proceeds prior to transaction related costs of approx. DKK 2.7 million. The net proceeds from the warrant exercise are estimated to finance the following activities: • Continued clinical development of uTRACE® including the clinical trial with uTRACE® in prostate cancer, partnered with Curium - approximately 60 percent of the proceeds from the warrant exercises. • Initiate, plan and enrol patients in therapeutic programs with uTREAT® - approximately 25 percent of the proceeds from the warrant exercises. • Working capital and general corporate purposes, including broadening the foundation of the business and organization to maximize value creation - approximately 15 percent of the proceeds from the warrant exercises. If all warrants are subscribed but only exercised to the lowest exercise price, the TO2 warrants will provide the Company with proceeds of approximately DKK 42.4 million before deduction of transaction related costs, Curasight will prioritize the same activities limited to the capital the Company receives. If the Rights Issue is fully subscribed and all warrants of series TO3 are thus issued, the Company will, through the exercise of the warrants of series TO3 (including the previously issued warrants of series TO3) in June 2025, if all warrants are exercised, receive a minimum of approximately DKK 35.7 million in proceeds prior to transaction related costs of approx. DKK 1.8 million. The net proceeds from the warrant exercise are estimated to finance the following activities: • Continued clinical development of uTRACE® including the clinical trial with uTRACE® in prostate cancer, partnered with Curium - approximately 50 percent of the proceeds from the warrant exercises. • Initiate, plan and enrol patients in therapeutic programs with uTREAT® - approximately 30 percent of the proceeds from the warrant exercises. • Working capital and general corporate purposes, including broadening the foundation of the business and organization to maximize value creation - approximately 20 percent of the proceeds from the warrant exercises. \| --- \| \| \| If all warrants are subscribed but only exercised to the lowest exercise price, the TO3 warrants will provide the Company with proceeds of approximately DKK 28.6 million before deduction of transaction related costs, Curasight will prioritize the same activities limited to the capital the Company receives. Conflicts of interest Sedermera is the financial advisor and DLA Piper is the legal advisor to Curasight in connection with the Rights Issue. VP Securities is the issuing agent and Nordic Issuing is the settlement. These parties receive a pre-agreed remuneration for services in connection with the Rights Issue. The Company's CEO and Board member Ulrich Krasilnikoff and as well as CO-founder and Board member Andreas Kjær have financial interest in the Company as a consequence of larger share holdings in the Company. Apart from the mentioned shareholdings, there are to the Company's best knowledge, no member of the Board of Directors or executive management who has any other private interests which might conflict with the Company's interests. \| \| --- \| --- \| --- \| \| 4.3 \| Who is the offeror/and or the person asking for admitting to trading? \| The offeror is Curasight A/S with corporate registration number (CVR) 35249389. \| Rights Issue \| 10 \| Curasight A/S --- # Responsibility statement ## Danish Financial Supervisory Authority The Prospectus has been approved by the Danish Financial Supervisory Authority (Dk. Finanstilsynet) (the "DFSA"), as competent authority under Regulation (EU) 2017/1129. The DFSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation 2017/EU/1129. Such approval should not be considered as an endorsement of the quality of the issuer or the quality of the securities that is subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Units. The Prospectus has been prepared as an EU growth Prospectus in accordance with Article 15 of Regulation (EU) 2017/1129. ## Financial information The financial information incorporated in this Prospectus by reference includes the half-year report 2024 (unaudited) and annual reports for the financial years 2023 and 2022, which have been presented in accordance with the provisions of the Danish Financial Statements Act governing enterprises reporting class B enterprises with addition on a few provisions for reporting Class C. The annual reports have been audited by the Company's independent auditor as set forth in their audit report included therewith. ## Persons responsible The Board of Directors and the CEO of Curasight are responsible for the content of this Prospectus. As of the date of this Prospectus, the Board of Directors of the Company comprises Kirsten Drejer (Chairman), Lars Trolle (Deputy Chairman), Charlotte Vedel (Board member), Ulrich Krasilnikoff (Board member) and Andreas Andreas Kjær (Board member). For additional information regarding Curasight's board members and CEO, please refer to section "Board of Directors and executive management" in this Prospectus. ## Statement by the CEO and the Board of Directors of Curasight A/S We hereby declare, as the persons responsible for this Prospectus on behalf of Curasight A/S (CVR 35249389), that to the best of our knowledge, the information contained in this Prospectus is in accordance with the facts and that the Prospectus makes no omission likely to affect its import. Copenhagen, 12 September 2024 Curasight A/S The CEO and Board of Directors Kirsten Drejer, Chairman Lars Trolle, Vice Chairman Charlotte Vedel, Board Member Ulrich Krasilnikoff, Board Member and CEO Andreas Kjær, Board Member, CSO and CMO Rights Issue Curasight A/S --- # Information from third parties The Board of Directors confirms that information obtained from third parties in this Prospectus has been accurately reproduced and that, as far as the Board of Directors is aware and can ascertain from the information published by these third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The statements in this Prospectus are based on the assessment of the Board of Directors and executive management if no other grounds are stated. No statement or report attributed to a person as an expert is included in this Prospectus. Apart from Curasight's audited financial statements for the last two years (2023 and 2022), no information in the Prospectus has been reviewed or audited by the Company's auditor. # References - Global Cancer Observatory (iarc.fr) - MEDraysintell Nuclear Medicine Report & Directory, 2022 edition - World Health Organization, 2024, Global cancer burden growing, amidst mounting need for services --- # Motive for the Rights Issue According to Curasight's assessment, more capital is needed to finance operational advancements. Curasight is committed to developing its uTRACE® and uTREAT® platforms in parallel in a range of different cancers. The Rights Issue is executed to secure funding for the Company's R&D activities including maintaining the momentum of clinical trials being carried out under the partnership with Curium Inc. for uTRACE® in prostate cancer and activities to broaden the pipeline. For this reason, Curasight has decided to resolve on the Rights Issue. ## Use of the proceeds Curasight works within the field of radiopharmaceuticals with the ambition of improving diagnosis and treatment for a more gentle and efficient cancer care. The Company has pioneered the novel uPAR Theranostics platform which uses a highly specific PET imaging ligand to target the uPAR receptor for improved diagnosis. uTRACE® and treatment uTREAT®. uPAR is expressed in many types of human cancers and the expression levels of uPAR have been shown to be strongly associated with metastatic disease, i.e. cancer aggressiveness, and subsequent poor prognosis. Curasight's clinical PET ligand uTRACE® has been successfully validated in more than 400 patients in several clinical PET imaging trials with uTRACE® in brain, prostate, head and neck, neuroendocrine, oral, breast and urinary bladder cancer. Using the team's scientific understanding and preclinical research results, Curasight is committed to developing its uTRACE® and uTREAT® platforms in parallel in a range of different cancers. The Rights Issue is designed to secure funding for the Company's R&D activities including maintaining the momentum of clinical trials being carried out under the partnership with Curium Inc. for uTRACE® in prostate cancer and activities to broaden the pipeline. The Company will through the initial Rights Issue not receive more than approximately DKK 12,000. If the Rights Issue is fully subscribed and all warrants of series TO2 and TO3 thus are issued, the warrants of series TO2 will, if fully exercised at the highest exercise price in December 2024, provide the Company with approximately DKK 57.3 million in proceeds before deduction of transaction related costs and the warrants of series TO3 will, if fully exercised at the highest exercise price in July 2025, provide the Company with approximately DKK 35.7 million in proceeds before deduction of transaction related costs. Costs connected to TO2 are estimated to amount to approximately DKK 2.7 million (DKK 54.6 million in net proceeds). Costs connected to TO3 are estimated to amount to approximately DKK 1.8 million (DKK 33.9 million in net proceeds). The net proceeds from the warrants of series TO2 are meant to finance the following activities: - Continued clinical development of uTRACE® including the clinical trial with uTRACE® in prostate cancer, partnered with Curium - approximately 60 percent of the proceeds from the warrant exercises. - Initiate, plan and enrol patients in therapeutic programs with uTREAT® - approximately 25 percent of the proceeds from the warrant exercises. - Working capital and general corporate purposes, including broadening the foundation of the business and organization to maximize value creation - approximately 15 percent of the proceeds from the warrant exercises. If all warrants are subscribed but only exercised to the lowest exercise price, the TO2 warrants will provide the Company with proceeds of approximately DKK 42.4 million before deduction of transaction related costs. Curasight will prioritize the same activities limited to the capital the Company receives. The net proceeds from the warrants of series TO3 are meant to finance the following activities: - Continued clinical development of uTRACE® including the clinical trial with uTRACE® in prostate cancer, partnered with Curium - approximately 50 percent of the proceeds from the warrant exercises. - Initiate, plan and enrol patients in therapeutic programs with uTREAT® - approximately 30 percent of the proceeds from the warrant exercises. - Working capital and general corporate purposes, including broadening the foundation of the business and organization to maximize value creation - approximately 20 percent of the proceeds from the warrant exercises. If all warrants are subscribed but only exercised to the lowest exercise price, the TO3 warrants will provide the Company with proceeds of approximately DKK 28.6 million before deduction of transaction related costs. Curasight will prioritize the same activities limited to the capital the Company receives. ## Advisors In connection with the Rights Issue described in this Prospectus, Sedermera is the financial adviser to Curasight, DLA Piper is the legal advisor, VP Securities is the issuing agent and Nordic Issuing the settlement agent. Sedermera has assisted the Company in the preparation of this Prospectus. The Board of Directors is responsible for the content, whereupon Sedermera disclaims all liability in relation to shareholders in the Company and regarding other direct or indirect consequences as a result of investment decisions or other decisions based wholly or partly on the information in this Prospectus. Rights Issue \| 13 \| Curasight A/S --- Rights Issue \| 14 \| Curasight A/S # Parties with interests Sedermera is the financial advisor and DLA Piper is the legal adviser to Curasight in connection with the Rights Issue. VP Securities is the issuing agent and Nordic Issuing the settlement agent. Sedermera, VP Securities and Nordic Issuing receive a pre-agreed remuneration for services rendered in connection with the Rights Issue. Apart from that, Sedermera, DLA Piper and Nordic Issuing have no financial or other interests in the Rights Issue. --- # Business and market overview ## General Company Information Curasight's legal and commercial name is Curasight A/S and the Company has the corporate registration number (CVR) 35249389. The LEI code of the Company is 984500C9E3ADR98F1070. Curasight was incorporated in Denmark and is a Danish public limited liability company governed by Danish law, including but not limited to the Danish Companies Act. The Company was registered on 22 May 2013. On 8 October 2020, The Company's shares started trading on Spotlight Stock Market as a public company. The Company's visiting address and the registered office of the Board of Directors is Ole Maaløes Vej 3, DK-2200 Copenhagen, Denmark. Company representatives may be reached at telephone +4522830160, and by e-mail at [email protected] The website is www.curasight.com. It is to be noted that the information on the Company's website does not form part of the Prospectus unless the information is incorporated in the Prospectus by reference. ## Organizational structure Curasight, founded in 2013, with its office in Copenhagen, Denmark, has an internal structure consists of the Board of Directors at the top, followed by the CEO and CFO Ulrich Krasilnikoff. Curasight has a leading management team consisting of CMO and CSO Andreas Kjær, CDO and COO Hanne Damgaard Jensen. At the date of this Prospectus, the number of employees in the Company amounts to four fulltime employees and 12 consultants. ## Financing In accordance with what is set out in the section "Motive for the Rights Issue" in the Prospectus, the Company assesses a capital need of approximately DKK 93 million from the total Offer as well as from already outstanding warrants of series TO2 and TO3 to secure funding for the Company's R&D activities including maintaining the momentum of clinical trials being carried out under the partnership with Curium Inc. for uTRACE® in prostate cancer and activities to broaden the pipeline. ## Significant changes in loan and financing structure In June 2024, Curasight secured a loan facility of a total of DKK 20 million from Fenja Capital II A/S. The loan facility enables the Company to maintain momentum during the period running up to the warrants issued in the Right Issue. In June 2024 Curasight drew upon a first tranche of DKK 10 million. The second tranche of DKK 10 million can be drawn upon once the warrants of series TO2 and TO3 have been submitted to trading on Spotlight Stock Market. The loan facility carried a setup fee of 5 percent and the activated loan runs with an interest rate of 1 percent per started 30-day period, and with two separate maturity dates - one for half of the total loan amount on 31 December 2024 (after the exercise period for warrants of series TO2) and one for the rest of loan amount as well as the interest on 31 July 2025 (after the exercise period for the warrants of series TO3). Further information about the loan and lenders can be found on page 41. Apart from the above, the Company has no significant financial contracts, including loan agreements and other financing agreements, to support day-to-day operations, and there are also no significant licensing obligations. There has been no significant change in the Company's loan and funding structure since the end of the last financial period, 30 June 2024. ## Investments As of the date of this Prospectus, no material investments have been made since the end of the last financial period, 30 June 2024. Besides the Rights Issue described in this Prospectus, there are no investments that are in progress and/or for which firm commitments have already been made. ## Curasight's business Curasight is a clinical phase II company and is the pioneer behind the novel uPAR Theranostics technology. The technology minimizes irradiation of healthy tissue by combining the targeted uTREAT® radiation therapy with the precise uTRACE® diagnostics. Nine investigator-initiated phase II clinical trials with uTRACE® have been completed or are currently undertaken. PET-imaging, usually combined with CT as PET/CT is used to create images in which the biology of the disease can be studied. The principle is that a radiolabelled tracer is injected and bound to the tumour targets in the tissues, e.g. uPAR, after which the radioactivity can be located with the help of a PET-scanner. Together with his team, Professor Andreas Kjær, developed a platform based on the radiolabelled PET-tracer uTRACE®, Curasight's novel product that highlights the cancer biomarker uPAR. By injecting the patient with uTRACE®, one can both image where the cancer is located and determine its level of aggressiveness. uTRACE® images cancer aggressiveness and invasive potential. By imaging this, Curasight's technology can diagnose and determine which therapeutic strategy should be pursued, e.g. if the patient needs treatment (e.g. surgery such as prostatectomy and/or radiotherapy) or not. In addition, uTRACE® will be used for theranostics (principle of combined therapy and diagnostics) and precision Rights Issue \| 15 \| Curasight A/S --- medicine, selecting the right therapy to the right person at the right time, creating substantial benefits for both patients and the healthcare system. uTRACE® solution is expected to have major advantages in the future evaluation of prostate cancer because it is expected to help determine what type of treatment - and in particular if surgery is necessary. Today most prostate cancer patients having prostatectomies performed are operated unnecessarily and most of these patients (up to 70 percent) experience some degree of side effects, such as impotence. The company believes that using Curasight's product and diagnosis could improve patient management. uTRACE® is designed to provide a more accurate categorisation of a patient's tumour, supporting more tailored treatment plans and allowing identification of the necessary treatment at the right time. Curasight's technology has been tested in phase II academic clinical trials. According to the board's assessments, there is currently no other early-stage biotech company in the field of PET tracer development that has their technology tested in a broader portfolio of ongoing and planned clinical trials in humans (whether investigator-initiated and academically sponsored or industry-sponsored trials), in many different cancer indications. In 2017 a phase I/IIa first-in-human academic clinical trial with uTRACE® was completed. In 2018 a phase IIb academic clinical trial with uTRACE® in breast cancer; in 2020 an Initial Public Offering ("IPO") and phase II academic study in prostate cancer; in 2021/2022 two academic studies in head-and-neck cancer and neuroendocrine tumours, respectively, were completed, and in 2023 the study in brain cancer was completed. A study in lung cancer is ongoing. In June 2024 Curasight announced the enrolment of first patient in the phase 2 trial with uTRACE® under the partnership agreement with Curium Pharma Inc. This was an important milestone for Curasight and the development of the uTRACE PET imaging technology, part of Curasight's theranostic platform leveraging the uPAR target for improved diagnosis (uTRACE®) and radioligand treatment (uTREAT®) of certain cancers. The primary objective of the phase 2 trial is to investigate Curasight's first-in-class PET tracer, $^{64}$Cu-DOTA-AE105 as a non-invasive grading tool of prostate cancer patients that are followed in active surveillance. Patients in active surveillance are continuously monitored for changes in the aggressiveness of their prostate cancer and can be followed for years without identifying the need for treatment. The trial design is informed from research and earlier studies with uTRACE® as well as protocol discussions with the US Food and Drug Administration (FDA). The phase 2 trial is part of the development framework agreed under the partnership agreement with Curium Pharma Inc. ![img-0.jpeg](img-0.jpeg) ![img-1.jpeg](img-1.jpeg) ![img-2.jpeg](img-2.jpeg) Curasight aims to establish its theranostic approach using imaging targeting the uPAR protein to improve the diagnosis and treatment of selective cancers. The Company's uTRACE® platform is investigated for its use as an alternative to biopsies and to discover and characterise tumours and the uTREAT® platform can then be used for more targeted treatment of the tumour. Currently Curasight is focused on generating data with both uTRACE® and uTREAT® in cancers including prostate cancer, glioblastoma (brain cancer), neuroendocrine tumours (NET), head and neck cancer, non-small cell lung cancer (NSCLC), and pancreatic cancer. Each of these cancers offer different development opportunities and it is Curasight's aim, based on clinical data, to find experienced partners who can collaborate on the later stages of development of uTRACE® and uTREAT®. Presently Curasight has a partnership for uTRACE® in prostate cancer with Curium, a leader in the field of radionuclide medicine. Additionally, as a small and nimble company, Curasight seeks out highly specialised partners to support its operational drug development, for example with research and clinical contract organisations who are highly competent in the field of both diagnostic and therapeutic radiopharmaceuticals. By forming partnerships with Contract Development Manufacturing Organisations (CDMOs), and Clinical Research Organisations (CROs) we ensure access to top development manufacturing expertise and capacity and skills in conducting manufacturing of investigational medicine and clinical trials in accordance with good manufacturing (GMP) and clinical practice (GCP). We have now signed an agreement with Minerva Imaging ApS considered to be the optimal CDMO for the manufacture Rights Issue \| Curasight A/S --- of the Investigational Medicinal Product for our clinical study with uTRACE®. Likewise, we have finalised the contract with the CRO partner for our Phase 2 trial in prostate cancer with a 64Cu-labeled version of uTRACE®. Curasight's new type of uPAR based technology for uTRACE® to diagnose cancer and uTREAT® for treating cancer are still in the development phase, and there is no guarantee the products will be approved and subsequently (successfully) commercialized. Curasight wish to secure commercialization partners for uTRACE® (like with Curium Pharma in prostate cancer) and uTREAT®, but it may not be able to find an out-license partner or able to negotiate favorable terms. And even with partners, there is no guarantee product launches will be commercially successful. Like many other biotech companies, Curasight can also be affected by the current market environment characterized by low-risk appetite, which can increase the dependence of further capital injections. ## uTREAT® (Therapy) Curasight's uTREAT® is a new type of targeted radiation therapy, targeting and irradiating the cancer cells and almost not healthy tissue. By injecting a substance that seeks all cancer cells, including the metastases that are far away from the primary tumour, this offers a more gentle and efficient therapy to each patient. ## uTRACE® (Diagnostics) Curasight's uTRACE® is a uPAR-PET imaging and diagnostics technology. It is used to find, visualise, and predict whether a cancer is aggressive or not and if so, how it should be treated. uTRACE® has been tested on over 400 patients in several cancer forms and proven to be safe and well tolerated. ## uPAR Theranostics ### High grade glioma and glioblastoma Treatment of glioblastoma presents a significant unmet medical need, necessitating innovative and effective treatments. Curasight's research and development efforts aim to address this challenge and improve the lives of patients facing aggressive brain cancer. Curasight's first goal is to advance its lead platforms uTREAT® (used for therapy) and uTRACE® (used for diagnosing) to improve outcomes for the approximately 65,000 patients in the US and EU diagnosed annually with brain tumours. Accordingly, approximately 30,000 patients are diagnosed each year with high-grade glioma, where the prognosis is very poor. Glioblastoma is a rare disease in both markets, qualifying for Orphan Drug Designation; moreover, because of the high unmet need, platforms targeting it are more likely to qualify for e.g. Priority Review, Breakthrough Therapy Designation, or Accelerated Approval. Approximately 10 percent of the patients are children. The prognosis for individuals with glioblastoma is very poor as approximately 50 percent of the patients die within 14 months and after five years from diagnosis only 5 percent are still alive. ### Neuroendocrine tumours Each year approximately 35,000 new cases of neuroendocrine tumours are diagnosed in the US and EU. Due to the long survival of these patients, more than 400,000 patients are living with the disease in the US and EU. Neuroendocrine tumours are a rare form of cancer that occurs in glandular cells, most frequently in the lining of the gastrointestinal tract or in the lungs, but the disease can in principle occur in all organs of the body. The main findings from the phase II trial with uTRACE® were that uPAR-positive lesions were seen in most NET patients and that uPAR PET was prognostic, and that uPAR will be a promising target for therapy in NET patients. ### Head and neck cancer Head and neck squamous cell carcinoma are the 6th most common cancer worldwide, with 890,000 new cases and 450,000 deaths in 2018. The incidence of HNSCC continues to rise and is anticipated to increase by 30 percent by 2030¹. The main finding from the Phase II trial using uTRACE® was that patients with high uptake on uPAR-PET compared to those with a low uptake had an 8.5-fold poorer prognosis regarding relapse-free survival. The conclusion from the trial was that uPAR-PET could become valuable regarding planning of therapy and follow-up in head and neck cancer patients. In addition, the presence of uPAR in head and neck cancer patients, and in particular in those with the most aggressive disease, also formed the basis for pursuing uPAR-targeted radionuclide therapy (uTREAT®) in this cancer type. ### Non-Small Cell Lung Cancer (NSCLC) Lung cancer is the leading cause of cancer-related deaths worldwide, accounting for the highest mortality rates among both men and women. NSCLC is the most common type of lung cancer with approximately 700,000 patients being diagnosed each year in the US and EU alone. The five-year survival rate in the US is around 28%. Despite advances, there is a need for more effective therapies. Curasight's preclinical studies show uTREAT® is effective in treating non-small cell lung cancer (NSCLC). Preliminary data from the investigator-initiated study presented at WMIC in Prague last year, demonstrates that almost all NSCLC tumours are uPAR positive and thus would be eligible for uTREAT®. ¹ Global Cancer Observatory (iarc.fr) Rights Issue \| 17 \| Curasight A/S --- # Pancreatic Cancer Pancreatic cancer is the 12th most common cancer in men and the 11th most common cancer in women worldwide. There were more than 495,000 new cases of pancreatic cancer in 2020. Pancreatic cancer begins when abnormal cells in the pancreas grow and divide out of control and form a tumour. The pancreas is a gland located deep in the abdomen, between the stomach and the spine. It makes enzymes that help digestion and hormones that control blood-sugar levels. More than 66,000 Americans are expected to be diagnosed with pancreatic cancer in 2024. ## Trends Curasight is a development company that develops new drugs for diagnosis and treatment of various types of cancer. The Company's go-to-market strategy is through strategic partnerships - like the partnership the Company entered into with Curium Pharma in May 2023, as the world's largest pharmaceutical company within nuclear medicine, where Curium Pharma handles sales, production, distribution to the end user, which in this case is the cancer department at the hospitals around the world. There have been no new trends in production, sales, inventory, costs and selling prices since the end of the last financial year to the date of this prospectus. The use of nuclear medicine in the diagnosis and treatment of cancer patients is rapidly increasing - as the technique is more precise and often cheaper to use than the current forms of treatment. The trend is thus positive and the pricing per dose per patient is also attractive - both for the manufacturer in relation to the cost price and for the hospitals in relation to the current cost level for current paradigms within both diagnostics and treatment. ## Strategic partnerships Due to the encouraging results from the finalised investigator-initiated clinical phase-II study in Prostate Cancer, Curasight has entered into a collaborative partnership with Curium Inc ("Curium") to accelerate the product development of uTRACE® as a more flexible and non-invasive risk stratification tool compared to the present gold standard (biopsy), for prostate cancer patients entering or being followed in active surveillance programs. The first two milestone payments from Curium have been received by Curasight. To support and accelerate the strategic business development, discussions are currently ongoing with a number of major pharma companies with a view to uncover opportunities and interest in uTRACE® and uTREAT®. Curasight is built on more than a decade of research in Positron Emissions Tomography (PET) imaging in cancer at the University of Copenhagen and Rigshospitalet, the National University Hospital of Denmark. A scientific team led by Professor Andreas Kjær, Curasight's Chief Scientific Officer, developed the concept of PET imaging of urokinase-type plasminogen activator receptor (uPAR), a known marker of cancer aggressiveness, to be used for improved diagnosis, risk stratification and treatment planning/monitoring in multiple types of cancer. The lead uPAR-PET tracer candidate from this research developed into Curasight's uTRACE® product for cancer diagnosis. At the same time Curasight pursued the idea of using uPAR as a biomarker to create a theranostic platform solution - combining detection and classification of a tumour using uTRACE® with subsequent improved treatment solutions for the cancer. This led to Curasight acquiring all the international patent rights (IP) to the radionuclide uTREAT®. Curasight's product designed to treat certain types of tumours. Curasight is currently in Phase 2 with uTRACE® and in preclinical testing with uTREAT®. ![img-3.jpeg](img-3.jpeg) Rights Issue \| Curasight A/S --- ![img-4.jpeg](img-4.jpeg) # Market overview Cancer is among the leading causes of morbidity and mortality, and thus a major worldwide health threat. According to World Health Organization (WHO), in 2022, global cancer burden was estimated to have risen to 20 million new cases and 9.7 million cancer related deaths annually. Despite the considerable therapeutic advances, perspectives for the next two decades are not optimistic with the number of new cancer cases expected to rise to 29.5 million by 2040. The economic impact of cancer is significant and ever increasing, with total annual costs in 2010 estimated at approximately USD 1.16 trillion. Expenses with cancer therapy range among the highest within countries health care budgets and WHO predicts a further increase in cancer incidence over the next years. Global spending on cancer medicines continues to rise with therapeutic and supportive care use at USD 133 billion globally in 2017, expected to reach as much as USD 200 billion by 2022, averaging 10-13% annual growth. The market for oncology therapeutic medicines is driven by the growing prevalence of various types of cancer, increasing demand of biological, targeted drug therapies and large research investments from multinational companies. The largest leading pharmaceutical players of the world strive to be at the forefront of innovation, by competing for innovative products (life-improving cancer drugs) and with strong development pipelines. Curasight's clinical pipeline addresses a number of significant and unmet diagnostic and medical needs as well as a large market. The portfolio overview provided below is a summary of the cancer indications that the Company's forthcoming clinical pipeline is focused on². Curasight's main geographical market will be North America (USA and Canada), as well as Europe. ![img-5.jpeg](img-5.jpeg) Global nuclear medicine market expected to grow from USD 5.9 billion in 2019 to USD 35 billion in 2031 From 2021 to 2031 the total nuclear medicine is estimated to grow by 19 percent per year, nuclear medicine therapy by 35 percent per year and nuclear medicine diagnostics by 7 percent per year³. ² Global cancer burden growing, amidst mounting need for services (who.int) ³ MEDraysintell Nuclear Medicine Report & Directory, 2022 edition Rights Issue \| 19 \| Curasight A/S --- # Competitor landscape Currently, to the best of the Board of Directors knowledge, there is no other company that is clinical stage with a uPAR-targeting peptide radioligand. In a broader sense, there are currently two approved targeted radioligand therapies, Luthathera® and Pluvicto®. These are targeted towards, somatostatin receptors mainly expressed on some neuroendocrine neoplasms, and towards PSMA mainly expressed on prostate cancers, respectively. Accordingly, none of these drugs work across several solid cancer types. # Intellectual property rights According to the Board of Directors, the company is dependent on strong patent protection for continued financing and business development. Curasight works with Plougmann Vingtoft - leading consultants on patent, trademarks, and design protection as its representative for the management of the Company's intellectual property rights. The table below summarizes Curasight's patents: \| Patent case \| Country \| Application /patent no. \| Patent agent case no. \| Priority date \| Expiration date \| Owner/ exclusive licence \| Status \| Comment \| \| --- \| --- \| --- \| --- \| --- \| --- \| --- \| --- \| --- \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| Canada \| CA2903261C \| P58905CA01 \| Dec 2012 \| Nov 2033 \| Curasight \| Issued Renewal \| Relates to uTRACE® \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| Canada \| CA3106713A 1 \| CA3106713A 1 \| Dec 2012 \| \| Curasight \| Awaiting further examination report or issuance \| Relates to uTRACE® \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| Europe \| EP2928505B1 \| P58905EP01 \| Dec 2012 \| Nov 2033 \| Curasight \| Issued and validated in Austria, Switzerland, Germany, Denmark, Spain, France, United Kingdom, Hungary, Italy, Netherlands, Norway, Poland, Sweden \| Relates to uTRACE® \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| Europe \| 19193807 \| P58905EP02 \| \| \| \| Awaiting examination/Filing of divisional \| Relates to uTRACE® \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| USA \| US 9,884,131 \| P58905US01 \| Nov 2013 \| Mar 2034 \| Curasight \| Issued Renewal in August 2025 \| Relates to uTRACE® \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| USA \| Appl. 15/832,371 \| P58905US02 \| Dec 2017 \| \| Curasight \| Awaiting examination Filing of divisional? \| Relates to uTRACE® \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| USA \| (Appl. 16/870,776) US11311637B 2 \| P58905US03 \| Dec 2012 \| Nov 2033 \| Curasight \| Granted \| Relates to uTRACE® \| Rights Issue \| 20 \| Curasight A/S --- Rights Issue \| 21 \| Curasight A/S \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| USA \| 17/697,485 \| P58905U504 \| \| \| \| Filed / Awaiting examination \| Relates to uTRACE® \| \| --- \| --- \| --- \| --- \| --- \| --- \| --- \| --- \| --- \| \| uPAR-PET/CT in Neuroendocrine neuroplasma \| Europe \| EP21214757.3 \| PV 78596EP01 \| Dec 2021 \| Dec 2041 \| Curasight \| Filed / Awaiting examination \| Relates to uTRACE® \| \| uPAR-PET/CT in Head and Neck Squamous Cell Carcinomas (HNSCCs) \| Europe \| EP21211370.8 \| PV 78526EP01 \| Nov 2021 \| Nov 2041 \| Curasight \| Filed / Awaiting examination \| Relates to uTRACE® \| \| Positron emitting radionuclide labelled peptides for human uPAR pet imaging \| USA \| Appl. 17/697,485 \| P58905U504 \| Mar 2022 \| \| Curasight \| Divisional appl. \| Relates to uTRACE® \| \| 177-lu labelled peptide for site-specific uPARtargeting \| Canada \| CA 2905172 \| Budde-Schou \| May 2012 \| May 2033 \| Curasight (by subsidiary TRT) \| Granted \| Relates to uTREAT® \| \| 177-Lu labelled peptide for site-specific uPARtargeting \| USA \| (Appl. 14/399,820) Pat. 10994032 \| Budde-Schou \| May 2022 \| May 2033 \| Curasight (by subsidiary TRT) \| Granted \| Relates to uTREAT® \| \| 177-Lu labelled peptide for site-specific uPARtargeting \| Europe \| EP2846826B1 \| Budde-Schou \| May 2012 \| May 2033 \| Curasight (by subsidiary TRT) \| Granted \| Relates to uTREAT® \| \| 177-Lu labelled peptide for site-specific uPARtargeting \| Japan \| JP6814234B2 \| Budde-Schou \| May 2012 \| May 2033 \| Curasight (by subsidiary TRT) \| Granted \| Relates to uTREAT® \| \| 177-Lu labelled peptide for site-specific uPARtargeting \| China \| CN10476857 3B \| Budde-Schou \| May 2021 \| May 2033 \| Curasight (by subsidiary TRT) \| Granted \| Relates to uTREAT® \| \| 177-Lu labelled peptide for site-specific uPARtargeting \| Hong Kong \| HK1212219A 1 \| Budde-Schou \| May 2012 \| May 2033 \| Curasight (by subsidiary TRT) \| Granted \| Relates to uTREAT® \| \| FTO-analysis (on a continuous basis) \| USA Europa Incl. PCTappli cations \| \| P58586XX01 \| \| \| \| As per March 2023 \| FTO analysis concerning composition comprising 68Ga NOTA-AE105 or 64Cu-DOTA-AE105 \| --- # Anticipated timeline for Objectives ## 2024 - Q4 Last patient included part I - uTRACE® (Phase II, Prostate Cancer, Partnered project) - Q4 Preliminary efficacy data - uTRACE® (Phase II, Prostate Cancer, Partnered project) ## 2025 - H1 Acceptance of CTA by EMA - uTREAT® (Phase I/IIa, Therapeutic program, First indication) - H1 Last patient included Part II - uTRACE® (Phase II, Prostate Cancer, Partnered project) - H1 First patient dosed, part I - uTREAT® (Phase I/IIa, Therapeutic program, First indication) - H2 Topline results, Phase II - uTRACE® (Phase II, Prostate Cancer, Partnered project). - H2 Preliminary efficacy data - uTREAT® (Phase I/IIa, Therapeutic program, First indication) - H2 First patient included part II - uTREAT® (Phase I/IIa, Therapeutic program, First indication) # Long term strategic Objectives ## 2026 - Acceptance of CTA by EMA and first patient included part I - uTREAT® (Phase I/IIa, Therapeutic program, Basket trial) - Last patient included part II - uTREAT® (Phase I/IIa, Therapeutic program, First indication) ## 2027 - Topline results, Phase I/IIa - uTREAT® (Phase I/IIa, Therapeutic program, First indication) - Last patient included part I and preliminary efficacy data - uTREAT® (Phase I/IIa, Therapeutic program, Basket trial) --- # Working capital statement According to the Board's assessment, the existing capital is not sufficient to conduct the current operations for the next twelve months from the date of this Prospectus. Working capital is the amount of cash and other assets a business has available after all its current liabilities are accounted for. In order to provide additional working capital to Curasight, the Board of Directors has resolves on the Rights Issue to finance the Company's further development. The Company's liquidity forecast of cash flow, together with available cash and cash equivalents, indicates that the available working capital is expected to run out in December 2024. In order to provide the Company with working capital and finance the development of uTRACE® and uTREAT® platforms in parallel in a range of different cancers, the Company is executing the Rights Issue. The Rights Issue is further executed to secure funding for the Company's R&D activities including maintaining the momentum of the clinical trial being carried out under the partnership with Curium Inc. for uTRACE® in prostate cancer and activities to broaden the pipeline. The proceeds from the total Offering (warrants of series TO2 and TO3 issued through the Rights Issue) amount to a maximum of approximately DKK 61.5 million. In addition to the warrants that are issued through the Rights Issue, warrants of series TO2 and series TO3, which when exercised can provide the Company with a maximum of approximately DKK 31.6 million, have also been issued through a directed issue of units to Fenja Capital II A/S in July 2024. The total maximum proceeds from the warrant exercises (series TO2 and series TO3) are thus approximately DKK 93 million. Although the maximum amount is desirable, it is the Board's assessment that approximately DKK 71 million, which corresponds to the warrants being fully exercised but to the lowest exercise price, is sufficient to satisfy the Company's working capital need until Q3 2025. In the event that the Company does not succeed, for various reasons, in receiving a minimum of approximately DKK 71 million in proceeds from the warrants of series TO2 and TO3, if, for example the warrants are out of the money, the Company are still actively pursuing additional financing solutions for at least the remaining amount up to DKK 71 million. Such financing solutions are not detailed at the date of this Prospectus but will include, if necessary, non-exhaustively, additional capital raises through share issues, debt financing or a combination thereof. The Company is currently investigating further funding opportunities from institutional investors and industrial venture investors, as part of a strategic strengthening of the company's capital structure. In addition, the Company will apply for additional grant opportunities that align with the overall strategy and explore partner financing solution including but not limited to strategic partnerships with established companies within the Company's industry. Investors should be aware that there is no guarantee the Company will succeed in securing additional financing solutions, which might force the Company to run the business at a lower rate than planned, until additional capital can be secured. The long-run consequences, if the Company fails to raise sufficient capital and sales activities fail, may be to file for bankruptcy. Rights Issue \| 23 \| Curasight A/S --- A number of risk factors can have a negative impact on Curasight's operations. There are risks pertaining to Curasight, and risks that have no specific connection with Curasight, but that impact the industry and market in which the Company operates. The risks that, according to the Company's assessment, are specific and material to Curasight and the Company's securities are described below. It is of great importance to consider the material risks associated with the future development of the Company and its shares. For natural reasons, it is not possible to assess all risk factors without a combined evaluation of other information in the Prospectus, along with a general assessment. The risk factors include an assessment of the probability of the occurrence of the risk and the extent of its negative impact on the Company listed as high, medium, or low. The most material risks, as assessed by Curasight, take into account the negative impact on the Company and the probability of their occurrence, are set out first. ## Risks related to the Company's operations ### Clinical trials The pharmaceutical industry in general and clinical trials in particular, are associated with great uncertainty and risks regarding delays and results in the studies. There is a risk that results from early clinical trials do not match results in more extensive clinical trials. There is a risk that the Company's current and planned future clinical trials will not indicate sufficient safety and efficacy in order for the Company to be able subsequently at a later date to out-license or sell the pharmaceutical projects according to plan. The most important study for Curasight at the moment is the just started phase II study in prostate cancer with uTRACE, where the first patient will was enrolled and treated in June 2024. The study is covered by a partnership agreement with Curium Pharma, which will be responsible for production, distribution and commercialization when the product hopefully can be approved by the FDA in 2026/27. Furthermore, Curasight is in the process of planning a phase I/IIa study with uTREAT for treatment in another cancer indication, where the first patient is expected to be enrolled in Q2 2025. This study is strategically important for the Company, as a positive outcome is considered to have great value for the Company within the treatment of several cancers. A negative outcome of the study will not be fatal for the Company, as the next generation of uTREAT is already in the works, but it will delay a final approval of the product by the FDA by up to 12 months. If these risks materialize this may lead to a reduction of cash flows or a lack of cash flows for the Company and as a result the Company can incur losses. The Company assesses the likelihood of these risks occurring as medium to low. If any of the above-mentioned risks were to arise, as a result of insufficient safety and efficacy data, an attempt will be made to conduct additional studies so that the desired requirements are achieved. The Company assesses the negative effect on the Company if the risk would occur to moderate to high. ### Product Liability Bearing in mind that the Company operates in the pharmaceutical industry, risks associated with product liability arise and are present. There is a risk that the Company will be held liable for an eventual event in clinical trials, even in cases where clinical trials are conducted by an external third party. In the event an incident does occur in a clinical trial and if the Company would be held liable for this, there is a risk that the Company's insurance coverage may not be sufficiently adequate to fully cover any future legal claims. There is a risk that this negatively affects the Company, both in terms of reputation as well as financially. A negative outcome or incident in connection with a clinical trial will always have a negative impact on the Company. In relation to the ongoing study, it is a well-tested product which has been tested in more than 400 patients in 9 cancers at Rigshospitalet - without a single incident or negative side effect being reported. If Curasight had to stop the ongoing study as a result of an unexpected event (death or very strong side effects) - it could affect the Company negatively on cash flow and reputation, if the cause can be attributed to the product uTRACE. The patient groups included in the clinical trials will already be diagnosed with cancer - with which there are two teams of physicians who follow the patients - those who run the current cancer treatment of the patient and those who run the clinical trial. There is thus great attention to the patient's well-being. The Company assesses the likelihood of the risk occurring as medium. As with other biotech companies, there is always a risk associated with clinical trials, but the Company's UTRACE product has been tested in more than 400 patients in 9 different cancer indications, with no or limited reporting of adverse events, whereby it is assumed that the product is safe and well tolerated. The Company assesses the negative effect on the Company, if the risk would occur, to medium to high. ### A company in late development phase The Company was formed in 2013 and has since then been engaged in research and development of new drug candidates within cancer (imaging and therapy). The Company has not yet launched its specific PET imaging ligand uTRACE^{®} or anti-cancer radiation treatment, uTREAT^{®} to the market and therefore has not generated any revenues. The Board of Directors has made the assessment that further studies and clinical trials are required before the out-licensing or approval from the FDA and EMEA can be obtained. There is a risk that the Company will not be able to attract licensees or buyers within specific cancer indications. There is a risk that the Company will be adversely affected by a situation where it has minimal revenue, which may result in the need for acquisition of additional capital. If any of these risks materialize, it will have a significant impact on the Company's future prospects, including the inability to commercialize and sell its products, reduced or no earnings, ultimately leading to the Company having to cease its operations and file for bankruptcy. --- The Company assesses the likelihood of the risk occurring as low. If the above-mentioned risk were to arise, the Company may have no other option than to identify alternative options to complete the development of the Company's activities and products, including as a last resort, to carry out a full or partial sale of the company's IP and development activities to a third party in order to reduce the creditors' and shareholders' losses. The Company assesses the negative effect on the Company if the risk would occur to medium to high. ## Financing needs and capital The Company's clinical studies with uTRACE® and uTREAT® currently underway and those planned for the future will entail significant costs for the Company. There is a risk that delays in clinical trials or product development will result in the cash flow being generated later than planned. Furthermore, there is a risk that the Company's targets will not be achieved within the timeframe determined and that it takes longer than planned to reach the milestones determined by the Board of Directors in the Company. A situation may arise where the Company may need to acquire additional capital in the future, depending upon how much revenue the Company is able to generate in relation to its expenses. There is a risk however that such additional capital may not be able to be acquired. If such risk materializes it may result in the development being temporarily halted or the Company being forced to conduct its business operations at a slower pace than desired, which can lead to delays or the commercialization not being implemented, and no revenue being obtained. The Company assesses the likelihood of the risk occurring as medium to low. A contingency plan has been prepared to enhance the likelihood of the Company's survival and that the values in the Company are preserved until new capital is provided, but the Company's survival can never be ensured. The Company assesses the negative effect on the Company if the risk would occur to medium to high. ## Registration and licensing at the agencies / governmental authorities In order to be able to market and sell pharmaceutical drugs, authorisation must be obtained, and registration take place at the appropriate agency/governmental authority in their respective markets, such as the Food and Drug Administration (FDA) in the U.S. and the European Medicines Agency (EMA) in Europe. In the event the Company, directly or via collaborative partners, fails to obtain the requisite permits and registrations from the governmental authorities, there is a risk that the Company's ability to generate revenue will be inhibited. There is also a risk that observations and feedback on the Company's proposed plans for planned upcoming studies and clinical trials will result in delays and/or increased costs for the Company. The now in effect applicable rules and regulations, and their interpretations, may change. There is a risk that this will affect the Company's prerequisites for meeting regulatory requirements. There is thus a risk that the Company, directly or via its collaborative partners, will not receive the necessary permits and registrations with the governmental authorities. In the event that the Company does not receive the necessary permits and registrations from the governmental authorities there is a risk that the Company's earnings potential and financial position will be adversely affected. The Company assesses the likelihood of the risk occurring as medium. The Company works professionally in relation to drug development and authority approvals and has built systems and an organization that is able to ensure that it maintains compliance with applicable requirements. The Company assesses the negative effect on the Company if the risk would occur to medium to high. ## Development costs The Company will continue to develop and further develop products within its area of business. It is not possible to predict the exact time and cost aspects of the development of the products in advance. This means that there is a risk that planned product development will be more costly than planned and budgeted. The company has a clear strategy to develop its two main products uTRACE - for use in diagnostics and as a follow-up to ongoing treatment, as well as uTREAT for targeted radiotherapy within cancers, all of which have a solid primary tumour. Since this is characterized as drug development, there is a clearly defined regime that must be followed, where we have detailed time and action plans within the phase division of the individual study. The biggest unknown factor in a study process is often the inclusion of patients in a study, where there is always a risk that the enrollment of patients will be slower than first assumed, the materialization of such risks will adversely affect the Company's business operations and earnings. If the development of a new product takes a longer period of time than projected, this may lead to increased development costs and thereby a reduced operating profit for the Company. The Company assesses the likelihood of the risk occurring as medium. The Company runs a close follow-up on all projects and related development costs - just as it budgets conservatively in relation to expected cost consumption. Further, the Company has the opportunity to adjust its cost level relatively quickly, since a significant part of the costs are variable. The Company assesses the negative effect on the Company if the risk would occur to medium. ## Key individuals and employees The Company's key personnel consist of founders and personnel with several years of experience in the Company that have extensive and broad expertise. In the event one or more key employees chooses to leave their employment with the Company, there is a risk that such a loss for the Company could adverse consequences for its business operations and its potential earnings. If this risk materializes, the Company will need to recruit and hire personnel to replace key people, which may be a costly process, both in terms of time and Rights Issue \| 25 \| Curasight A/S --- money as the Company will likely incur increased expenses as a consequence of this. Curasight operates within nuclear medicine, which is a specialist area within cancer diagnosis and treatment. However, even though the area is growing rapidly as big pharma can see the value of this specialist area for diagnosing and treating cancer, which is why it will also be easier to recruit new employees, the lack of expertise is currently considered a material risk factor. Additionally, there is also a risk that the Company will not be able to find a suitable replacement for the (former) employee. If the Company fails to find a replacement for a key employee, this will have significant implications for the Company's ability to develop and commercialize its products, potentially resulting in postponement, delays, which may result in a reduced or a lack of cash flow for the Company. The Company assesses the likelihood of the risk occurring as low. All key employees are either shareholders and/or covered by an incentive program that makes it attractive to maintain employment in the Company. The Company assesses the negative effect on the Company if the risk would occur to medium. ## Unauthorised disclosure of information There is a risk that the Company will be unable to protect itself against unauthorised disclosure of information, which could present a resulting risk that competitors may receive information about, take advantage of and benefit from, the know-how that has been developed by the Company. The Company's employees and individuals associated with the Company are subject to confidentiality and non-disclosure obligations, however there is a risk that via the use of such unauthorised disclosure of information, the Company's competitors will further develop their products and thereby that the Company faces increased competition, which may adversely affect the Company's business operations, financial position, and earnings. The Company assesses the likelihood of the risk occurring as low. The Company tries to protect itself against unauthorised disclosure of confidential information by critically assessing who needs a given knowledge and works with authorisation levels in relation to which employees/consultants have access to which type of information. In relation to external collaboration partners, these always work under confidential disclosure agreement or non-disclosure agreements. The Company assesses the negative effect on the Company if the risk would occur to medium. ## Competitors The Company's potential future competitors are multinational companies with significant financial resources. There is a risk that substantial investment and product development by a competitor will result in a less favourable situation in terms of sales or revenue opportunities, due to the possibility a competitor may develop products that outperform the Company's products, thereby taking market share from the Company. Furthermore, companies with global operations currently working within similar adjacent fields could decide to establish themselves within the same business area as the Company's business area. The materialization of such risks may lead to increased competition which can have negative impacts on the sales prospects and profit prospects for the Company in the event competitors develop products with better function and/or better quality. Additionally, there is a risk that parties with competing business operations obtain patents in fields related or adjacent to the Company's existing patents or patent applications, resulting in the competitors' treatment alternatives attaining the same efficacy as that of the Company's alternatives. Risk is present that as a result, the Company will be faced with a more difficult marketing situation with an increasingly competitive situation, which may adversely affect the Company's revenue and earnings. The Company assesses the likelihood of the risk occurring as medium. The barriers to entry within nuclear medicine are relatively high and require deep insight, which means that there are few competitors in the areas the Company works with, just as there is a tendency for big pharma to buy companies/technology like Curasight - rather than starting from scratch. The Company assesses the negative effect on the Company if the risk would occur to medium. ## Suppliers/Manufacturers The Company has a working relationship with suppliers and manufacturers. If one or more of the Company's suppliers or manufacturers choose to cease their cooperative efforts with the Company, there is a risk that this will adversely affect the activities relating to the development of the drug or future sales and/or earnings. There is also the risk that the Company's suppliers and/or manufacturers do not satisfy the quality standards, which the Company has established. There is a risk that the establishment of relationships with new suppliers or manufacturers will be more costly and/or take longer than the Company calculates. In the event of a suspension or the ending of the working relationship with a supplier or manufacturer, there is a risk that the Company will need to spend resources on establishing new working partnerships. Such a process may become costly and as a result the Company's operating profit will decrease. There are currently a handful of suppliers who can produce and distribute Curasight's products. As the nuclear medicine market grows the Company have noted that new suppliers are emerging within this area and will with time intensify the competition among suppliers. Curasight always strives to have a back-up supplier, so that the negative effect is limited if a supplier suddenly cannot deliver an isotope or similar. If the Company cannot replace a supplier who has terminated its agreement with the Company, it may result in a reduced or a lack of cash flow for the Company. As such, if the Company cannot find other suitable supplies or manufacturers, this may adversely impact the prospects of the Company. Rights Issue \| 26 \| Curasight A/S --- The Company assesses the negative effect on the Company if the risk would occur to medium. The Company assesses the likelihood of the risk occurring as moderate to low. The Company has identified back-up suppliers within critical areas who will be able to substitute a given supplier, so that financial loss and time are minimized. ## Foreign exchange risk A portion of the Company's future sales revenues may be received, and costs may be incurred, in various currencies other than DKK, including USD. Exchange rates can change substantially. There is a risk that the Company's costs and future revenues are adversely impacted by fluctuations in exchange rates. If, for instance, the Danish krone DKK (which is the Company's accounting currency), increases in value, there is a risk that the Company's future exports will decrease. This, in turn, will lead to a decrease in revenue for the Company and reduced operating profits for the Company. The Company assesses the likelihood of the risk occurring as low. The Company continually assesses the need for hedging regarding the currencies to which the Company is most exposed. The Company assesses the negative effect on the Company if the risk would occur to low. ## Political risk The Company operates in a number of different countries, and in a number of various ways. There is a risk that changes in laws, income taxes, customs duties, exchange rates and other conditions for foreign companies will adversely affect the Company's business operations. The Company is also affected by political and economic uncertainties in these countries. Furthermore, certain products from Curasight are subject to regulatory approval by governmental bodies. Medicines must be approved before they can be sold in Denmark, the EU or the US. The company must apply to either the Danish Medicines Agency or the EMA (EU) for approval of medicinal products in the EU. The application must contain documentation of the medicinal product's effect. There is a risk that the Company will be adversely affected by possible domestic political or governmental bodies' decisions. Should such risks materialize, the Company may face negative consequences in terms of the Company's business activities and its earnings potential. The Company assesses the likelihood of the risk occurring as low. The Company tries to limit itself to areas where there is a fairly healthy political climate and economic stability, which means the main markets are defined as the US and the EU. The Company assesses the negative effect on the Company if the risk would occur to medium. ## Insurance risk The Company has business insurance, which includes property damage and business interruption loss, legal liability, and product liability coverage, as well as general liability insurance. Patients who participate in Curasight's trials may be subject to side effects and there is a risk that the Company will suffer injury or loss, or incur a liability for compensation for damages, which is not covered or only partially covered by the insurance, in which event this may adversely affect the Company's business operations, earnings and financial position. This poses the risk that in such scenario, the Company will have to pay damages or repairs via its own financial resources, which results in a deteriorating financial position for the Company. The Company assesses the likelihood of the risk occurring as low. In the view of management, the Company has the insurances expected of a company with similar activity and work. The Company assesses the negative effect on the Company if the risk would occur to medium. ## Patent Risk The Company has obtained patents and other intellectual property rights and applied for further patents. Patents and intellectual property rights always have a limited service life, and the Company strategy is to continuously secure rights to new inventions and optimize the patent portfolio around the Company technology. No Company IP have been conflicted by third parties, but in the event that the Company is required to defend its patent rights against a competitor, the risk is present that this will result in significant costs being incurred, which may adversely affect the Company's business operations, earnings and financial position. There are no identified issues related to other parties' patent rights which may limit the ability or possibilities for one or more of the Company's future collaborative partners to freely use the affected product or production method. However, it is not possible to anticipate the outcome of any future potential patent rights or disputes in advance. To the Company's best knowledge, there is a low risk of conflicts which can result in potential litigation relating to intellectual property rights. The costs of any such potential conflicts, even in the event of a final result with a favourable outcome for the Company, can be substantial. There is always a risk of that unforeseen conflicts can adversely affect the Company's earnings and financial position, or that any such conflict can result in difficulties or delays in the commercialization of future products and thus difficulties in generating revenue. The same applies to other intellectual property rights, such as brands and trademarks. The Company has not identified any potential conflicts. The Company continuously prioritizes to protect its technology and is constantly taking out new patents, and thus now has 7 patent families to protect its products. The Company has also repeatedly had a third-party patent analysis prepared, where no obstacles have been reported as of the date of this Information Prospectus. The Company assesses the negative effect on the Company if the risk would occur to low. Rights Issue \| 27 \| Curasight A/S --- ### Disputes and legal claims There is a risk that the Company will be involved in disputes within the framework of its ordinary business activities and may also be subject to claims concerning contractual issues, product liability and alleged problems or mistakes in deliveries of the Company's products. For example, disputes may arise with Curasight's collaborative partners in connection with clinical trials. There is a risk that such disputes and claims will be time-consuming for the Company to deal with, disturbing normal business operations, and eventually result in the incurring of significant costs. It is not possible to anticipate in advance the outcome of complex disputes, and there is thus a risk that disputes will have a material adverse impact on the company's business operations, earnings, and financial position. The Company assesses the likelihood of the risk occurring as low. The Company spends resources on legal assistance in order to protect itself against being subject to claims regarding contractual issues, product liability and alleged problems or errors in deliveries of the Company's products. The Company assesses the negative effect on the Company if the risk would occur to low. ### Risks related to the Company's securities ### Securities may fluctuate in value or liquidity There are no guarantees that the share price in the Company will have a positive development and there is a risk that investors in the Company will, in whole or in part, get back the invested capital. Curasight's share price has historically been volatile and may continue to fluctuate as a result of Company specific events and external factors. The Company's share price can be negatively affected by various reasons such as setbacks in clinical trials or other development activities, variation in profits/losses in Curasight's interim reports, increase in interest rates, political decisions, fluctuation in exchange rates and a general worsening of the economy. Average turnover per trading day in Curasight's share during the period 1 January - 31 December 2023 amounted to DKK 188,966.92. Average closing price in Curasight's share during the same period amounted to DKK 18.1 with the lowest closing price amounting to DKK 11.3 per share and highest closing price amounting to DKK 28 per share. The Company's share can drop in value by a maximum of 100 percent. An investor can thus lose part or all of his invested capital in the Company. The share price may thus be affected by factors that Curasight cannot, wholly or partly, influence. A potential investment in Curasight should hence be preceded by a careful analysis of the Company, its competitors, general information about the industry, the general economic situation, and other relevant information. There is a risk that the Company's shares cannot be sold for a price acceptable to the holders, or at all, at any time. It is the Company's assessment that the probability of the risk occurring is medium. ### Trading in unit Rights and paid subscribed Units ("BTU") may be limited Those who were registered as shareholders in Curasight on the record date receive unit rights in proportion to their existing shareholdings. The unit rights are expected to have an economic value that only can benefit the holder if he or she either exercises them to subscribe for Units no later than 30 September 2024 or sells them no later than 26 September 2024. After 30 September 2024, unexercised unit rights will be removed, without prior notification, from the holder's securities account and the holder will thus, in full, be deprived of the expected economic value of the unit rights. Both unit rights and BTUs which, after payment, are booked into the securities account of those who subscribed for Units, will be subject to trading on Spotlight Stock Market for a limited period of time. Trading in these instruments may be limited, which may cause problems to individual holders in selling their unit rights and/or BTU and thereby mean that the holders will not be able to compensate themselves for the economic dilution effect that the Rights Issue carries as well as during the period when trading in BTU is expected to take place on Spotlight Stock Market (16 September 2024 until the Rights Issue is registered with the Danish Business Authority, which is expected to be on or around 10 October 2024). Investors also thereby risks being unable to realize the value of their BTUs. Such circumstances would entail a significant risk for single investors. Limited liquidity could also enhance fluctuations in the market price of unit rights and/or BTUs. Consequently, pricing of these instruments risks to be incorrect or misleading. ### Unsecured pre-subscription and guarantee commitments The warrants issued in the Rights Issue are not covered by any formal pre- and guarantee commitments. There is therefore a risk that the Rights Issue is not fully subscribed, which would mean that the Company raises less capital than requested in the upcoming warrant exercises of series TO2 and TO3. If the above-mentioned commitments are not met, this could negatively impact Curasight's ability to successfully complete the Rights Issue, which in turn could adversely affect the Company's business activities with negative impacts related to reduced financial resources propel the business activities forward going into the future. It is the Company's assessment that the probability of the risk occurring is medium. ### The securities are subordinated to most of the Company's liabilities New and existing shares in Curasight are subordinated the Company's liabilities. This means that if Curasight is subject to any liquidation or bankruptcy, the shareholders receive payment after all other stakeholders with claims on the Company have been paid in full. As the shareholder will only have an unsecured claim against the Company, the shareholders may not recover any or all of their investment. Any potential investor should therefore be aware that an investment in the Company's shares and warrants entails a risk that the investors lose all or part of their investment if the Company for example carries out a restructuring, becomes liquidated, insolvent, or bankrupt. It is the Company's assessment that the probability of the risk occurring is low. --- # Terms and conditions of the Units ## Issuer Curasight with corporate registration number (CVR) 35249389 and LEI code 984500C9E3ADR98F1070. Curasight's shares are traded on Spotlight Stock Market (an MTF platform). ## Resolutions, authorisations, and approvals In respect of the Rights Issue, the board of directors will exercise the authorization in the article of association to issue the Units. Specifically, the board of directors will: - Exercise article 5.2.3 of the Company's article of association granted by the general meeting on the 2 July 2024 to issue 2,433,814 warrants of series TO2 and 1,216,907 warrants of series TO3 through the Rights Issue with pre-emption rights for the Company's existing shareholders. There are no other authorisations relevant to the Units offered under the prospectus. ## Information concerning the Units to be offered In this Prospectus, Curasight offers New Units, each unit consisting of two (2) warrants of series TO2 and one (1) warrant of series TO3 in the Company. The Offer consists of a maximum 1,216,907 New Units. The Offer consists of maximum 2,433,814 warrants of series TO2, each granting the right to subscribe for one (1) new share in the Company to an exercise price that may not exceed DKK 15.55 per share, nor be less than DKK 11.50. The Offer consists of maximum 1,216,907 warrants of series TO3, each granting the right to subscribe for one (1) new share in the Company to an exercise price that may not exceed DKK 19.40 per share, nor be less than DKK 15.55. With a subscription of the maximum number of New Units in the Issue, Curasight's share capital will initially not increase and the number of shares will initially not increase but the number of outstanding warrants will increase by a total of 2,433,814 warrants of series TO2 and 1,216,907 warrants of series TO3, which will be issued to the investors subscribing in the Issue. With a subscription of the maximum number of New Units in the Rights Issue, the net issue proceeds to be received by the Company from the Rights Issue will amount to approximately DKK 12,200. If all the warrants of series TO2 issued in the Rights Issue, as well as the already outstanding warrants of series TO2, are exercised, the share capital will increase with DKK 184,190.70 to DKK 1,218,312.05 and the proceeds from the exercise will be a maximum of approximately DKK 57.3 million (before deduction of transaction related costs) given the highest exercise price. If all the warrants of series TO3 issued in the Rights Issue, as well as the already outstanding warrants of series TO3 are exercised, the share capital will increase with additionally DKK 92,095.35 to DKK 1,310,407.40 and the proceeds from the exercise will be a maximum of approximately DKK 35.7 million (before deduction of transaction related costs) given the highest exercise price. With a subscription of the maximum number of New Units in the Initial Issue and subsequent full exercise of both series of warrants, the Offering will increase Curasight's share capital with a total of nominally 276,286.05 from nominally DKK 1,034,121.35 to DKK 1,310,407.40 and the number of shares will increase with 5,525,721 shares, from 20,682,427 shares to 26,208,148 shares. The Units consist of warrants of series TO2 and TO3. The warrants of series TO2 will be traded under the ISIN DK0063183207 on Spotlight Stock Market Denmark under "CURAS TO2", and the warrants of series TO2 will have CFI code RWSTCB and FISN code Curasight AS/Warrant TO2. The warrants of series TO3 will be traded under the International Security Identification Number (ISIN) DK0063183397 on Spotlight Stock Market Denmark under "CURAS TO3", and the warrants of series TO3 will have CFI code RWSTCB and FISN code Curasight AS/Warrant TO3. The New Units are estimated to be allocated around 3 October 2024 and the underlying warrants of series TO2 and TO3 are expected to be issued to the subscribers' accounts around 21 October 2024, when the Rights issue has been registered with the Danish Business Authority. The warrants are intended to be registered with VP Securities A/S ("VP Securities"), Nicolai Eigtveds Gade 8, 1402 Copenhagen, Denmark and the Company's share register is kept by VP Securities. The warrants will be in book-entry form. The warrants of series TO2 and TO3 are to be issued in Danish kroner (DKK). ## Rights attached to the Units Each of the Units offered in the Rights Issue consists of two (2) warrants of series TO2 and one (1) warrant of series TO3 in the Company. Each of the warrant series gives the warrant holder the right to subscribe for one new share in the Company for each warrant during specific pre-determined periods and to pre-determined terms. ## Voting rights At General Meetings, there are no voting rights attached to the Units. Rights Issue \| 29 \| Curasight A/S --- Right to dividend The Units that will be issued in the Rights Issue will not carry any eligibility for any dividends. Curasight is a growth company and has not since its formation paid dividends to the shareholders. The Company does not have a formalized dividend policy. The Board of Directors intends to finance development, operations, and growth with a combination of the possible profit and if needed future equity issues. In the event of a dividend, the Units will not carry the rights to dividend. ### Pre-emptive rights Each Unit consists of two (2) warrants of series TO2 and one (1) warrant of series TO3. One (1) warrant of series TO2 will give the holder the right to subscribe for one (1) new share in the Company during a pre-determined exercise period and to a price set prior to the exercise period for the warrants of series TO2. One (1) warrant of series TO3 will give the holder the right to subscribe for one (1) new share in the Company during a pre-determined exercise period and to a price set prior to the exercise period for the warrants of series TO3. ### Liquidation rights In case of the dissolution or winding-up of the Company, the Units will not entitle to any liquidation rights. ### Redemption and conversion provisions According to the Articles of Association of the Company, no shareholder is obliged to have its units redeemed in whole or in part. In addition, no units carry any redemption or conversion rights or any other special rights. ### Take-over regulation The Danish take-over regulation does not apply to companies with shares admitted to trading on a multilateral trading facility. Therefore, any offer made by the offeror will be subject to an unregulated takeover offer, not governed by Danish takeover regulations. Holders of the Units do not have any rights or obligations in case of a mandatory take-over bid. No unregulated takeover bids have been made by any third party in respect of the Company's units during the past or the current financial years. ### Squeeze-out Holders of units do not have any rights or obligations in case of a squeeze-out. ### The Units' transferability As at the date of this Prospectus, there are no restrictions in the transferability of the Units. ### Applicable legislation The Units are issued according to the Danish Companies Act and the Company's Articles of Association as at the date of this Prospectus. Curasight is, moreover, subject to general Danish legislation, including Regulation (EU) 2017/1129 and the Danish Act on Capital Markets (no. 41 of 13/01/2023). Due to its listing on Spotlight Stock Market, a multilateral trading facility platform, Curasight is bound to the obligations set out in the applicable Spotlight Regulations. Companies having securities admitted to trading on Spotlight Stock Market are subject to the European Parliament and the Council Regulation (EU) No 596/2014 on Market Abuse Regulation (MAR) which contains regulation on information obligations and a prohibition on market abuse. Such obligations include, but are not limited to, complying with disclosure and information requirements. ### Tax considerations Investors should take note that tax legislation in the member state of the investor and the issuer's country of registration may affect any income from the Units. Investors are urged to consult their independent adviser regarding tax consequences that may arise in connection with the Rights Issue. --- # Terms and conditions of the Offering The Offering consists of a Rights Issue of units in Denmark and Sweden, with pre-emptive rights for the Company's existing shareholders. The Rights Issue comprises up to 1,216,907 New Units, hence 2,433,814 warrants of TO2 and 1,216,907 warrants of TO3 will be issued if the Rights Issue of units is fully subscribed. Upon full subscription of the Rights Issue, the gross proceeds will be DKK 12,169.07. ## Pre-emptive right Each shareholder registered in the Company's share register kept by VP Securities on the record date 13 September 2024 at 5:59 p.m. CET will be allocated one (1) pre-emptive right for each existing share held. Seventeen (17) pre-emptive rights entitle the holder to subscribe for one (1) New Unit. Each New Unit comprises of two (2) warrants of series TO2 and one (1) warrant of series TO3. The minimum subscription is one New Unit, while the maximum subscription may extend up to the entirety of the current Rights Issue (1,216,907 New Units). However, final allotment shall be allocated according to the allocation principles set out in the section "Allocation of New Units" in this Prospectus. ## Subscription Price and amount of any expenses and taxes charged The New Units are offered at the Subscription Price of DKK 0.01 per New Unit (excluding fees, if any, from the investor's own custodian bank or brokers). No expenses or taxes will be charged to the investor as all cost in connection with the Rights Issue will be borne by Curasight. ## Record date The record date in VP Securities A/S to determine which persons are entitled to receive Unit rights in the Rights Issue is 13 September 2024. The last day of trading in shares in the Company including the right to participate in the Rights Issue is 11 September 2024. The first day of trading excluding the right to participate in the Rights Issue is 12 September 2024. ## Subscription period The Subscription Period of the New Units will commence on 16 September 2024 at 9:00 a.m. CET and will close on 30 September 2024 at 5:00 p.m. CET. ## Trading in unit rights The pre-emptive unit rights have been approved for trading and admitted to trading on Spotlight Stock Market (a MTF platform) to the effect that they can be traded on Spotlight Stock Market with ISIN DK0063183124 during the period between 12 September 2024 at 9:00 a.m. CET and 26 September 2024 at 5:00 p.m. CET. Any pre-emptive rights not exercised during the Subscription Period will lapse with no value, and the holder of such pre-emptive rights will not be entitled to compensation. Once a holder of a pre-emptive right has exercised the pre-emptive right to subscribe for New Units, such subscription cannot be withdrawn or modified by the holder. ## Allocation of New Units Allotment of New Units will be decided by Curasight's Board of Directors, with the following allocation principles: 1) Subscription with support of pre-emptive unit right 2) Subscription without support of pre-emptive unit right 3) Guarantors (potential) 4) Pre-subscriber (potential) Upon exercise of pre-emptive rights to subscribe for units in the Issue and payment of the Subscription price, temporary units will be issued and recorded on subscribers' account with VP Securities. The temporary unit will be issued with ISIN code DK0063183041. The temporary units will not be admitted to trading on Spotlight Stock Market under the temporary ISIN code. The temporary ISIN code is, thus, registered in Euronext Securities Copenhagen solely for the subscription of New Units. The temporary units will be held in VP Securities until registration of the warrants are registered with the Danish Business Authority. Once the Issue is registered with the Danish Business Authority, the temporary units will automatically be exchanged for two (2) warrants of series TO2 and one (1) warrant of series TO3 in the Company. Registration of the warrants with the Danish Business Authority is expected to take place around 10 October 2024. The pre-emptive rights, the temporary units and the new warrants following the automatic exchange from temporary units, will be delivered in book-entry form to accounts with VP Securities. Existing shares traded from 12 September 2024 at 9:00 a.m. CET will be traded without pre-emptive rights, provided that the existing shares are traded with customary two-day settlement. Rights Issue \| 31 \| Curasight A/S --- # Plan of distribution and allotment and process for notifying applicants There is no pre-allotment of New Units. The New Units may be subscribed for by the Existing Shareholders of the Company according to the pre-emptive rights allocated. New Units which have not been subscribed for by the existing shareholders before the expiry of the Subscription Period will be cancelled. The subscribers will be notified on the number of New Units allotted, by their own bank. ## Timeline \| 11 September 2024 \| Last day of trading in Curasight's shares including the right to receive unit rights \| \| --- \| --- \| \| 12 September 2024 \| First day of trading in Curasight's shares excluding the right to receive unit rights \| \| 12 September 2024 \| First day of trading in unit rights \| \| 13 September 2024 \| Record date for obtaining pre-emptive unit rights \| \| 16 September 2024 \| First day of subscription period \| \| 26 September 2024 \| Last day of trading in unit rights \| \| 30 September 2024 \| Last day of subscription period \| \| 10 October 2024 \| Expected day for the Rights Issue to be registered with the Danish Business Authority \| \| 18 October 2024 \| Expected day of delivery of the new warrants \| \| 22 October 2024 \| Expected first day of trading with the warrants \| ## Payments and delivery of the New Units Upon exercise of the pre-emptive rights, the holder must pay an amount equal to the Subscription Price multiplied by the number of New Units subscribed for. Payment for the New Units shall be made in DKK and shall be made upon subscription against registration of the New Units in the transferee's account with VP Securities no later than 30 September 2024 at 5:00 p.m. Holders of pre-emptive unit rights shall adhere to the account agreement with their own Danish custodian institution or other financial intermediary, through which they hold existing shares. Financial intermediaries through which a holder holds pre-emptive rights may require payment on an earlier date. As soon as the rights issue has been registered, BTUs will be converted into warrants. ## Warrants of series TO2 The exercise price for warrants of series TO2 shall amount to seventy (70) percent of the average volume-weighted price for the share according to Spotlight Stock Market's official price statistics during the period of 20 trading days ending two (2) banking days before the exercise period begins. Last day of trading in warrants of series TO2 is 3 December 2024, which is two days prior to the end of the exercise period. Any warrants of series TO2 not exercised during the subscription period or sold before the last day of trading will laps with no value, and the holder of such warrant will not be entitled to compensation. The Company will announce the exercise price the day before the first day of the exercise period. The exercise price must be rounded to the nearest whole Danish øre. The exercise price may not exceed DKK 15.55 per share, nor be less than DKK 11.50. Warrants of series TO2 are planned to be subject to trading on Spotlight Stock Market starting after the Rights Issue has been registered at Erhvervsstyrelsen and with last day of trading two days prior to the last day in the exercise period for warrants of series TO2. ## Warrants of series TO3 The exercise price for warrants of series TO3 shall amount to seventy (70) percent of the average volume-weighted price for the share according to Spotlight Stock Market's official price statistics during the period of 20 trading days ending two (2) banking days before the exercise period begins. Last day of trading in warrants of series TO3 is 16 June 2025 which is two days prior to the end of the exercise period. Any warrants of series TO3 not exercised during the subscription period or sold before the last day of trading will laps with no value, and the holder of such warrant will not be entitled to compensation. The Company will announce the exercise price the day before the first day of the exercise period. The exercise price must be rounded to the nearest whole Danish øre. The exercise price may not exceed DKK 19.40 per share, nor be less than DKK 15.55. Warrants of series TO3 are planned to be subject to trading on Spotlight Stock Market starting after the Rights Issue has been registered at Erhvervsstyrelsen and with last day of trading two days prior to the last day in the exercise period for warrants of series TO3. ## Reduction of subscription Reduction of subscription is not applicable in connection with the Offering. The subscription is binding. ## Minimum and maximum subscription amounts In connection with the offering, the minimum number of new units that a holder of pre-emptive rights may subscribe for will be one (1) unit, requiring the exercise of seventeen (17) pre-emptive unit rights and the payment of the Subscription Price. The number of new units that a holder of pre-emptive rights may subscribe for is not capped. However, the number is limited to the number of units that may be subscribed for through the exercise of the pre-emptive rights held or acquired. The minimum number of units that investor who do not hold any pre-emptive rights may subscribe for will be one (1) unit and the maximum number of units is not capped. ## Subscription for remaining units The existing shareholders can subscribe for any remaining units not subscribed for with support from pre-emptive rights. Such remaining units will be subscribed for to the same terms, including dates, as for those subscribing using pre-emptive rights. Subscription Rights Issue \| 32 \| Curasight A/S --- shall be made on a subscription form, which is available on the Company's website (www.curasight.com), Sedermera's website (www.sedermera.se) and Nordic Issuing's website (www.nordic-issuing.se). The subscription shall be filled out and submitted to the account holders own bank according to their respective instructions. In case of oversubscription of remaining units in connection with the Offering, the allocation of such remaining units will be determined according to allocation principles made by the Board of Directors, and this can thus result in a reduction in any shareholder's subscription made without the support of pre-emptive rights. In the event that an excess amount has been paid by a subscriber for subscribed units, Nordic Issuing will arrange for the excess amount to be refunded. Nordic Issuing will in such case contact the subscriber for information on a bank account to which Nordic Issuing can refund the amount. ## Payments and delivery for remaining units Upon subscription of the remaining units, if any, the holder must pay an amount equal to the Subscription Price multiplied by the number of New Units allocated. Payment for remaining units will be made via a delivery versus payment transfer through the subscriber's own bank and will be withdrawn from the account by the subscriber's own account holding bank or broker. ## Trading in Paid subscribed Units ("BTU") The unit rights with ISIN code DK0063183124 will be traded on Spotlight Stock Market during the period from and including 12 September 2024 up to and including 26 September 2024. Trading in BTU with ISIN code DK0063183041 will take place on Spotlight Stock Market from 16 September 2024 until after the Danish Business Authority has registered the Rights Issue and BTU are converted to warrants of series TO2 and TO3. ## Announcement of the results of the Offering The results of the Rights Issue will be communicated in a company announcement expected to be published 3 October 2024, or as soon as possible after the subscription period ends. ## Withdrawal or suspension of the Offering The Offering may be withdrawn by the Company subject to certain conditions before registration of the updated Articles of Association in connection with the issuance of the TO2 and TO3 warrants pertaining to the New Units with the Danish Business Authority. If the Offering is withdrawn, any exercise of pre-emptive rights that has already taken place will be cancelled automatically. The subscription amount for the New Units will be refunded (less any transaction costs) to the last registered owner of the temporary units as at the date of such withdrawal. All pre-emptive rights will lapse, and no New Units will be issued. Trades of pre-emptive rights executed during the Rights Trading Period will, however, not be affected. Consequently, investors who have acquired pre-emptive rights will incur a loss corresponding to the purchase price of the pre-emptive rights and any transaction costs. The Company is entitled to withdraw the Offer (a) if the Company decides not to pursue with the Offering (b) the registration of the warrants is refused by the Danish Business Authority. The Company is not liable for any losses that investors may suffer as a result of withdrawal of the Offering including but not limited to, any transaction costs or lost interest. A withdrawal of the Offering will be announced as a company announcement through a press release. The Company is not authorized to close the Offer on an earlier date than the last subscription date. ## Procedure for the exercise of and trading in pre-emptive rights The pre-emptive rights have been approved for trading and admission to trading on Spotlight Stock Market under the ISIN code DK0063183124 and will be traded in the ISIN code under the symbol "CURAS UR". Holders of pre-emptive rights wishing to subscribe for New Units must do so through their own custodian institution or financial intermediary, in accordance with the rules of such institution. The deadline for notification of exercise depends on the holder's agreement with, and the rules and procedures of, the relevant custodian institution or other financial intermediary and may be earlier than the end of the Subscription Period. Once a holder has exercised its pre-emptive rights, the exercise may not be revoked or modified. During the Rights Trading Period, holders of pre-emptive rights who do not wish to exercise their pre-emptive rights to subscribe for New Units may sell their pre-emptive rights on Spotlight Stock Market, and a purchaser may use the acquired pre-emptive rights to subscribe for New Units. Holders wishing to sell their pre-emptive rights should instruct their custodian institution or other financial intermediary accordingly. Any holders of pre-emptive rights that exercise any of their pre-emptive rights shall be deemed to have represented that they have complied with all applicable laws. Custodian banks exercising pre-emptive rights on behalf of beneficial holders shall be deemed to have represented that they have complied with the offering procedures set forth in this Prospectus. Upon expiry of the Subscription Period, any pre-emptive rights not exercised will lapse without value, and the holders of lapsed pre-emptive rights will not be entitled to any compensation. Rights Issue \| 33 \| Curasight A/S --- Upon exercise of pre-emptive rights and payment of the Subscription Price, temporary units will be delivered through VP Securities by being recorded on subscribers' accounts with VP Securities. The temporary units will be issued under a temporary ISIN code DK0063183041. The temporary units will be held in VP Securities until the warrants are registered with the Danish Business Authority. Upon registration, the warrants will be delivered to subscribers in the Rights Issue by conversion of the temporary share into warrants. Every investor should be aware of that their respective bank/financial institute may classify subscription of unit as a complex product and may therefore request information from the investor before subscription can be carried out. ## Jurisdictions in which the Offering will be announced and restrictions applicable to the Offering The Offer is only directed at investors residing in Denmark and Sweden. As such, the Offering is exclusively targeted at investors in Denmark and Sweden. The distribution of this Prospectus and the Offering is restricted by law in certain jurisdictions, and this Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. ## Withdrawal of applications of subscription Instructions to exercise pre-emptive rights or subscriptions of remaining units related to the New Units are irrevocable. ## Completion of the Offering The Offering will only be completed if and when the New Units subscribed for are issued by the Company upon registration with the Danish Business Authority, which is expected to take place on or around 10 October 2024. A company announcement concerning the results of the Offering is expected to be disclosed around 3 October 2024. ## Dilution As at the date of this Prospectus, the Company's registered share capital amounts to nominally DKK 1,034,121.35 divided into 20,682,427 existing shares with a nominal value of DKK 0.05 per share. All existing shares are issued and fully paid up, and each existing share represents one vote. Through the initial Rights Issue, the Company's share capital will not increase and will thus not cause any dilution to existing shareholders who do not exercise pre-emptive unit rights. If all steps in the Offering is subscribed and exercised in full, the Company's share capital can increase with a total nominal value of maximum of DKK 276,286.05 through the issuing of 5,525,721 new shares (issued through the exercise of warrants of series TO2 and TO3). Shareholders who do not participate in any part of the Offering can thus experience a dilution of a maximum of 21.1 percent if all the steps in the Offering is subscribed and exercised at maximum. ## Pre-Subscription commitments The Rights Issue is not covered by any pre-subscription commitments. ## Guarantee commitments The Rights Issue is not covered by any guarantee commitments. ## Passporting The Prospectus has been passported to Sweden in accordance with article 25 of the Prospectus Regulation. ## Financial advisor, issuing and settlement agent Sedermera as financial advisor in connection with the Rights Issue, VP Securities is the issuing agent and Nordic Issuing is the Company's settlement agent. Sedermera's visiting address is Norra Vallgatan 64, 211 22 Malmö, Sweden, VP Securities visiting address is Nicolai Eigtveds Gade 8, 1402 Copenhagen, and Nordic Issuing's visiting address is Stortorget 3, 211 22 Malmö, Sweden. Rights Issue \| 34 \| Curasight A/S --- # Board of Directors and Executive management ## Board of Directors Pursuant to clause 6.1 of Curasight's Articles of Association, the general meeting elects a Board of Directors consisting of up to eight (8) members elected. According to section § 111(2) in the Danish Companies Act (Dk. Selskabsloven) shall the Board of Directors consist of at least three (3) members. At the date of this Prospectus, the Board of Directors consists of five (5) members elected at the Annual General Meeting held on 21 March 2024. All members of the Board of Directors may be contacted at the Company's address, Ole Maaløes Vej 3, DK-2200 Copenhagen. The table below contains information about the Board of Directors, their year of birth, each member's position, the year they were elected as board members for the first time, and whether they are considered to be independent in relation to the Company and its executive management, and major shareholders. The table is followed by individual information regarding each board member. \| Name \| Year of birth \| Position \| Member of the Board since \| Independent in relation to: \| \| \| --- \| --- \| --- \| --- \| --- \| --- \| \| \| \| \| \| The Company and its executive management \| Major shareholders \| \| Kirsten Drejer \| 1956 \| Chairman \| 2021 \| Yes \| Yes \| \| Lars Trolle \| 1967 \| Deputy Chairman \| 2014 \| No \| Yes \| \| Charlotte Vedel \| 1968 \| Member \| 2020 \| Yes \| Yes \| \| Ulrich Krasilnikoff \| 1967 \| Member \| 2016 \| No \| No \| \| Andreas Kjær \| 1963 \| Member \| 2013 \| No \| No \| ## Information on the members of the Board of Directors ![img-0.jpeg](img-0.jpeg) Kirsten Drejer Member (2021) and Chairman (2024) Education: MSc, PhD in pharmacology - The Danish University of Pharmaceutical Science, Copenhagen University. About: Kirsten Drejer was born in 1956 and holds an M.Sc. in Pharmacy and a PhD in pharmacology and is well known in the pharma and biotech community, in which she has over 30 years of experience. She is best known for being co-founder and CEO of Symphogen A/S through 18 years, but before this she also held scientific and managerial positions at Novo Nordisk. Symphogen is a biotech company with a primary focus on oncology and immunoncology. During her time at Symphogen, she raised EUR 300m from international investors and EUR 250m through partnerships. Kirsten Drejer is also a member of the board of directors at several other biotech or pharma companies, including Zealand Pharma and Antag Therapeutics. She thus has vast experience within drug development within oncology, building biotech companies as well as raising capital. - Other previous and ongoing assignments: - CEO and co-founder, Symphogen A/S (2000-2016) - Corporate Facilitator, Novo Nordisk A/S (1997-2000) - Director of Diabetes Discovery, Novo Nordisk A/S (1992-1996) - Head of Diabetes Pharmacology, Novo Nordisk A/S (1991-1992) - Board member: Zealand Pharma, Bioneer, Antag Therapeutics, Resother Pharma and other biotech companies Shareholding in the Company: 8,333 shares Rights Issue \| 35 \| Curasight A/S --- Lars Trolle Deputy Chairman (2024) ![img-1.jpeg](img-1.jpeg) Education: B.Sc., BBa – CBS About: Lars Trolle was born in 1967 has been Chairman of the Board of Directors of Curasight A/S since 2014 and Deputy Chairman of the Board since 2020. He holds a B.Sc. in Mechanical and Plastic Engineering from Elsinore Technical University, and a BBa in Organization and Strategy from Copenhagen Business School. In the period 2009-2015, Mr Trolle was the CEO of DDD-Diagnostic A/S, which is a developer and supplier of gamma cameras to Nuclear medicine. From 2015-2018 he was CEO of Contura International A/S, where he afterwards became Chief Development Officer & VP Operation at UNEEG medical A/S. Today he is positioned as CTO at MedTrace Pharma, a Danish company that develops PET diagnostic imaging by transforming blood flow quantification by making 15O-water PET practically available in clinical settings. Other previous and ongoing assignments: - CTO MedTrace Pharma - CDO at UNEEG medical A/S (2018 – 2023) - CEO of Contura International A/S (2015 – 2018) - CEO of DDD-Diagnostic A/S (2009 – 2015) Shareholding in the Company: 586,510 shares Charlotte Vedel Board member (2020) ![img-2.jpeg](img-2.jpeg) Education: MSc, PhD in biotechnology – DTU. MSc in biomedicine – Ulster University. European Patent Attorney. About: Charlotte Trolle was born in 1968 and has been a member of the Board of Directors of Curasight A/S since 2020. She holds an M.Sc. and Ph.D. in Biotechnology from DTU and M.Sc. in Biomedicine, immunology and haematology from Ulster University. She has been CTO at the Novo Nordisk Center for Biosustainability, which focuses on research in developing technologies to help facilitate the transformation from an oil-based chemical industry to a sustainable bio-based society. In 2017 she founded Lactobio, which is a company that focuses on developing microbial solutions against pathogenic and resistant bacteria relevant for skin and gut health. Other previous and ongoing assignments: - COO and co-founder, Lactobio ApS - CTO, Novo Nordisk Foundation, Center for Biosustainability (2017-2018) - Corporate VP, R&D, Innovation management, Head of IP strategy, DuPont Nutrition Biosciences (2011-2017) - Corporate VP, IP, Danisco A/S (2006-2011) - Department manager, R&D, Santaris Pharma A/S (2001-2003) - R&D specialist, Novo Nordisk A/S (1994-2001) Shareholding in the Company: 13,020 shares Ulrich Krasilnikoff Board member, CEO and CFO (2016) ![img-3.jpeg](img-3.jpeg) Education: MBA, Dipl. Ing., B.Sc. in finance and accounting, Certified Public Accountant. About: Ulrich Krasilnikoff was born in 1967 and is a member of the Board of Directors of Curasight A/S as well as being CEO and CFO of the company since 2016. He holds an MBA, Diploma Engineering and a B.Sc. in Finance and Accounting and is also a certified public accountant. In the years 2015-2016, he was Executive Vice President of BIOFAC Group which specializes in manufacturing of products for the pharmaceutical, veterinary and the nutraceutical industries. Furthermore, he has more than 10 years' experiences partner in the private equity industry, besides he is member of the Board of Primodan, AH Metal Solutions and has previously been a member of the Board of other tech companies. Other previous and ongoing assignments: - CEO & CFO Curasight A/S (2016-) Rights Issue \| 36 \| Curasight A/S --- - EVP Biofac Group (pharma; 2015-2016) - Ass. Partner Capidea Capital Fund (Private equity; 2012-2014) - Partner/EVP Mezzanin Capital A/S (Private equity; 2004-2012) - EVP HNC Group A/S (2002-2004) - Board member; Primodan A/S, AH Metal Solutions and other companies. Shareholding in the Company: 4,036,770 shares Andreas Kjær Board member, CSO and CO-Founder (2013) ![img-4.jpeg](img-4.jpeg) Education: MD, PhD, DMSc, MBA and professor at the University of Copenhagen and chief physician at Rigshospitalet, the National University Hospital of Denmark. About: Andreas Kjær was born in 1963 and is the co-founder of Curasight A/S, CSO and member of the Board of Directors of the company. From the University of Copenhagen, he has obtained an MD, PhD, DMSc and an MBA for Copenhagen Business School. He is a professor at University of Copenhagen and a chief physician at Rigshospitalet, and head of Cluster for Molecular Imaging His research is focused on molecular imaging with PET, PET/MRI and theranostics in cancer. He has published more than 500 peer-reviewed articles, has received numerous scientific awards and is the holder of an ERC Advanced Grant. He is also a member of the Danish Academy of Technical Sciences, which is a non-profit organization that strives to make Denmark a leading region within Science & Engineering. Other ongoing assignments: - His research is focused on molecular imaging with PET and PET/MRI and theranostics in cancer. - His achievements include development of several new tracers that have reached first-in-humans clinical use. - He is the holder of an ERC Advanced Grant, has published more than 500 peer-review articles and has received numerous prestigious scientific awards over the years. - He is a member of the Danish Academy of Technica Sciences. Shareholding in the Company: 6,059,040 shares Executive management and management team All persons in executive management positions in Curasight may be contacted at the Company's address, Ole Maaløes Vej 3, DK-2200 Copenhagen. The table below contains information about the management of Curasight, their year of birth, current position, and the year the person became a member of the management. CEO Ulrich Krasilinkoff, is the only employee registered as executive at Erhvervsstyrelsen. The table is followed by individual information regarding each person in the management team. \| Name \| Year of birth \| Position \| Member of the management since \| \| --- \| --- \| --- \| --- \| \| Ulrich Krasilnikoff \| 1967 \| Chief Executive & Financial Officer \| 2016 \| \| Andreas Kjær \| 1963 \| Co-founder, Chief Medical & Science Officer \| 2013 \| \| Hanne Damgaard Jensen \| 1963 \| Chief Development & Operational Officer \| 2022 \| Information about the executive management Ulrich Krasilnikoff CEO and CFO - Board member ![img-5.jpeg](img-5.jpeg) See description under "Information on the members of the Board of Directors" Rights Issue \| 37 \| Curasight A/S --- Information about members in the management team \| Andreas Kjær \| CSO, CMO and CO-founder - Board member \| \| --- \| --- \| \| See description under "Information on the members of the Board of Directors" \| \| \| Hanne Damgaard Jensen \| CDO and COO (2022) \| \| --- \| --- \| \| ![img-6.jpeg](img-6.jpeg) \| \| \| Education: MSc Pharm and MBA \| \| \| About: Hanne Damgaard Jensen was born in 1963 and in her roles, she has been pivotal in bringing several products from early stage to market approval in EU and US. In most occupations, her focus has been on autoimmune diseases within oncology, psoriasis and rheumatoid arthritis. She has worked with several technologies, including small molecules, peptides, antisense and antibodies. At her time at Genmab she was pivotal in building a development organization counting 80 employees in 2007 and managing the project portfolio. During her tenure at Azanta, she was the company responsible for the development program of a radiosensitizer in squamous cell cancer of the head and neck (SCCHN) and supported a phase III tripartite collaboration between the company, Academia and the European Organization of Research and Treatment of Cancer (EORTC). Scientific advice by EMA and FDA was received on the phase III protocol that included prospective testing of a companion diagnostic test for selection of patients responding to treatment. \| \| ## Other previous and ongoing assignments: - Hanne is founder and part-time CEO of ROS Therapeutics focused on development of a pediatric formulation of methotrexate for children with juvenile arthritis, psoriasis and ALL. - Hanne Damgaard Jensen is the Chief Development Officer (CDO) and Chief Operational Officer (COO) of the company. From the University of Copenhagen, she has obtained a master's degree in pharmaceutical science and an MBA from Copenhagen Business School. Shareholding in the Company: 35,000 shares ## Additional information about the board of directors and the executive management All members of the Board of Directors are elected until the following Annual General Meeting. Members of the Board of Directors may resign from their position at any time. The division of responsibilities between the CEO and the Board of Directors is defined in the Board of Directors' rules of procedure as well as the CEO instructions and delegation of authority established by the Board of Directors. Both the rules of procedure as well as the CEO instructions are determined annually by the Company's Board of Directors. Issues related to audit and compensation matters are decided directly by the Board of Directors. No member of the Board of Directors or the executive management has, during the past five years, been convicted in any fraud-related case, nor been subject to any prohibition of engaging in commercial activities. There are none existing or pending sanctions or allegations from the competent authorities (including approved professional bodies) against these persons and no member of the Board of Directors, or the executive management has, in the past five years, been disqualified by a court from holding a position on an administrative, management or supervisory body or from holding an executive or senior position at a company. ## Remuneration to the Board of Directors and executive management Members of the Board of Directors receive DKK 100,000 annually and the chairman of the Board of Directors receive DKK 200,000 annually. During the year the Company also paid out accrued board and consultancy fees to members of the Board which was earned during 2023. For information regarding the remuneration to the executive management and Board of Directors paid out during financial year 2023, please see the chart below. Rights Issue \| 38 \| Curasight A/S --- \| DKK \| Remuneration/salary \| Other remuneration \| Pension \| In total \| \| --- \| --- \| --- \| --- \| --- \| \| Board of Directors \| \| \| \| \| \| Kirsten Drejer^{1} \| 100,000 \| 0 \| 0 \| 100,000 \| \| Lars Trolle \| 150,000 \| 72,000 \| 0 \| 222,000 \| \| Charlotte Vedel \| 100,000 \| 0 \| 0 \| 100,000 \| \| Ulrich Krasilnikoff \| 0 \| 0 \| 0 \| 0 \| \| Andreas Kjær \| 0 \| 0 \| 0 \| 0 \| \| Per Falholt^{2} \| 200,000 \| 0 \| 0 \| 200,000 \| \| Executive Management \| \| \| \| \| \| Ulrich Krasilnikoff \| 1,340,000 \| 0 \| 0 \| 1,340,000 \| \| Total \| 1,890,000 \| 72,000 \| 0 \| 1,962,000 \| 1. Chairman of the Board of Directors 2. Former chairman of the Board of Directors ## Warrant programs The Company has a long-term incentive program covering the financial years 2022-2025 with a total of 1,015,902 warrants covering the Company's Board of Directors, executive management, and other key employees. For the Board of Directors, a total of 229,230 warrants have been issued entitling the warrant holders to subscribe for up to a total of nominally DKK 11,461.50 shares in the Company. The warrants are allocated between Per Falholt (former chairman of the Board of Directors), Lars Trolle (vice-chairman of the Board of Directors), Charlotte Vedel (member of the Board of Directors) and Kirsten Aarup Drejer (chairman of the Board of Directors). 20,770 warrants remain at the disposal of the Company's Board of Directors subject to the authorisation specified in the Company's articles of association. For the executive management and other key employees of the Company, a total of 727,540 warrants are issued entitling the warrant holders to subscribe for up to a total of DKK 36,377.00 nominally worth of shares in the Company. The warrants are allocated between Ulrich Krasilnikoff (CEO), Andreas Kjær (CSO), Hanne Damgaard Jensen (CDO), Carsten Deleuran (Finance Director), Nic Gillings (Head of Quality Assurance and Regulatory Affairs) and Jacob Madsen (Director CMC). 42,460 warrants remain at the disposal of the Company's Board of Directors subject to the authorisation specified in the Company's articles of association. For the Company's Board of Directors, Executive Management and other key employees, a total of 59,132 warrants are issued with rights to subscribe for a total of DKK 2,956.60 nominally worth of shares in the Company. The warrants are allocated to Carsten Deleuran (Finance Director) as part of the ordinary incentive program covering the Executive Management and key employees of the Company. 16,672 warrants will be re-issued and allocated to Chair of the Board of Directors Kirsten Drejer as part of the ordinary incentive program covering the Board of Directors of the Company. Rights Issue \| 39 \| Curasight A/S --- # Financial information and key figures ## Introduction The financial information incorporated in this Prospectus by reference includes the half-year report 2024 and annual reports for the financial years 2023 and 2022, which have been presented in in accordance with the provisions of the Danish Financial Statements Act governing enterprises reporting class B enterprises with addition on a few provisions for reporting Class C. The annual reports have been audited by the Company's independent auditor as set forth in their audit report included therewith. At the annual general meeting of Curasight, held on 21 March 2024 the Company elected Deloitte Statsautoriseret Revisionspartnerselskab with corporate registration number (CVR) 33771231 and visiting Strandvejen 44, 2900 Hellerup, as auditor of the Company. The MNE-number of the Company's auditors Søren Ørjan Jensen and Kristian Højgaard Carlsen is 33226 and 44112. The annual report for the financial year 2023 and 2022 has been audited without negative observations or comments. Notes to the financial statements can be found in the audited financial statements for 2023 and 2022, which have been incorporated into the Prospectus by reference. Unless otherwise stated, no other information in the Prospectus has been audited or reviewed by the Company's auditor. ## Key figures The Prospectus contains certain key figures that have not been defined in accordance with Curasight's applied accounting rules for financial reporting. This key financial data has not been audited or reviewed by the Company's auditor. Curasight believes that these key figures are deemed to be useful supplementary measures of earnings performance and financial position. The key figures, as defined by the Company, are not necessarily comparable with similar measures presented by other companies and have certain limitations as tools for analysis. \| DKK \| 2024-01-01 \| 2023-01-01 \| 2023-01-01 \| 2022-01-01 \| \| --- \| --- \| --- \| --- \| --- \| \| \| 2024-06-30 \| 2023-06-30 \| 2023-12-31* \| 2022-12-31* \| \| Gross loss \| -16,385 \| -13,685 \| -25,729 \| -11,488 \| \| Operating loss \| -20,345 \| -16,842 \| -33,214 \| -18,862 \| \| Loss before taxes \| -21,479 \| -16,844 \| -33,220 \| -19,488 \| \| Loss for the year \| -18,729 \| -13,138 \| -26,169 \| -18,349 \| \| Total assets \| 28,847 \| 46,331 \| 38,742 \| 59,667 \| \| Equity ratio (%)^{1} \| 43.9 \| 95.8 \| 81.0 \| 96.5 \| \| Earnings per share^{2} \| -0.94 \| -0.66 \| -1.32 \| 0.92 \| Audited report * Unaudited report 1 Equity ratio (%): Shareholders equity as a proportion of total assets. 2 Earnings per share: Profit/Loss for the period divided by average number of shares. ## Significant changes in financial position On the 14th of June 2024, Curasight secured a loan facility of approximately DKK 20 million from Fenja Capital. The loan enables the Company to draw two loan tranches of DKK 10 million respectively. Curasight has decided to draw upon a first tranche of DKK 10 million. The second tranche of DKK 10 million can be drawn upon once the warrants of series TO2 and TO3 have been submitted to trading on Spotlight Stock Market. The loan facility has a setup fee of 5 percent and the activated loan runs with an interest rate of 1 percent per started 30-day period, and with two separate maturity dates - one for half of the total loan amount on the 31st of December 2024 (after the exercise period for warrants of series TO2) and one for the rest of loan amount as well as the interest on the 31st of July 2025 (after the exercise period for the warrants of series TO3). For a period running from now until the 5th of December 2024, which is the planned last day in the exercise period for the warrants of series TO2, Fenja has the right to request that the Board of Directors executes directed issues comprising a total issue amount of DKK 5 million, at a subscription price corresponding to 150 percent of the subscription price in the directed issue to external investors executed in June 2024. For a period running from the day after the planned last day in the exercise period for the warrants of series TO2 until the 19th of June 2025, which is the planned last day in the exercise period for the warrants of series TO3, Fenja has the right to request that the Board of Directors executes directed issues comprising a total issue amount of DKK 5 million, at a subscription price corresponding to 175 percent of the subscription price in the directed issue to external investors executed in June 2024. Curasight can repay the loan and interest at any time before the maturity date. Rights Issue \| 40 \| Curasight A/S --- # Dividend policy The Company does not have a dividend policy. All shares in the Company are entitled to dividends. The right to a dividend applies to investors who are registered as shareholders in the Company on the record day for the distribution of profit. There are no existing restrictions on dividends or special procedures for shareholders resident outside Denmark, and payment of any distribution of profit is intended to take place via VP Securities in the same manner as for shareholders resident in Denmark. The claim to distribution of profit is limited after ten years. Dividends go to the Company after the limitation. The Company did not pay any dividends for the most recent financial year, nor has it paid any dividends historically. Rights Issue \| 41 \| Curasight A/S --- # Legal issues, ownership structure and additional information ## Share information As at the date of this Prospectus, the Company's registered share capital amounts to nominally DKK 1,034,121.35 divided among 20,682,427 shares, each with a nominal value of approximately DKK 0.05. The number of outstanding shares at the beginning of the most recent financial year, 1 January 2023, was 19,893,891 and amounted to 19,893,891 shares at the end of the same financial year. There is only one class of shares, and the nominal value of each share is DKK 0.05. Curasight's shares have been issued pursuant to Danish law and are denominated in DKK. The shares have been fully paid in and are freely transferrable. ## Ownership structure The table below sets forth information about the major shareholders of Curasight as at the date of this Prospectus. There is only one class of shares, and each share carries one (1) vote at general meetings. As at the date of this Prospectus, the Board of Directors is not aware of any directly or indirectly controlling parties or of any such agreements that can change the control of the Company. There are, to the Board of Directors knowledge, no shareholder agreements, or other agreements between the Company's shareholders, which seek to have joint influence over the Company. No shares are held by the issuer, and the issuer does not have any subsidiaries. Except for what is presented in the table below, according to the Company's knowledge, there are no natural or legal persons owning more than five percent of the votes and capital. \| Major shareholder \| Number of shares \| Percentage of votes and capital (%) \| \| --- \| --- \| --- \| \| AK 2014 Holding ApS^{1} \| 6,059,040 \| 29.30 \| \| UK CURACAP ApS^{2} \| 4,023,750 \| 19.50 \| \| CHN 204 Holding ApS^{3} \| 2,408,780 \| 11.65 \| 1. Fully owned by Andreas Kjær (board member and CSO in the Company) 2. Fully owned by Exeter Invest ApS, which is controlled by Ulrich Krasilnikoff (CEO in the Company) and Ulrich Krasilnikoff's wife to 67 percent and by Peter Krasilnikoff (Ulrich Krasilnikoff's cousin) to 33 percent. 3. Fully owned by Carsten H. Nielsen (co-founder of the Company) ## Warrant programs The Company has a long-term incentive program covering the financial years 2022-2025 with a total of 956,770 warrants covering the Company's Board of Directors, executive management, and other key employees. For the Board of Directors, a total of 229,230 warrants have been issued entitling the warrant holders to subscribe for up to a total of nominally DKK 11,461.50 shares in the Company. The warrants are allocated between Per Falholt (former chairman of the Board of Directors), Lars Trolle (vice-chairman of the Board of Directors), Charlotte Vedel (member of the Board of Directors) and Kirsten Aarup Drejer (chairman of the Board of Directors). 20,770 warrants remain at the disposal of the Company's Board of Directors subject to the authorisation specified in the Company's articles of association. For the executive management and other key employees of the Company, a total of 727,540 warrants are issued entitling the warrant holders to subscribe for up to a total of DKK 36,377.00 nominally worth of shares in the Company. The warrants are allocated between Ulrich Krasilnikoff (CEO), Andreas Kjær (CSO), Hanne Damgaard Jensen (CDO), Nic Gillings (Head of Quality Assurance and Regulatory Affairs) and Jacob Madsen (Director CMC). 42,460 warrants remain at the disposal of the Company's Board of Directors subject to the authorisation specified in the Company's articles of association. ## Material contracts The Company has not entered into any agreements that are outside the Company's ordinary operations and which are of material importance to the Company, or which contain rights or obligations that are of material importance to the Company for a period of two years prior to this Prospectus. It is the customary business of the Company to license-out its intellectual property rights within the relevant indications. Until today the Company has entered into one license and collaboration agreement which is entered into with Curium US LLC within the field of diagnosis and radioligand therapy selection of prostate cancer. Pursuant to the agreement, the Company will develop its proprietary uTRACE® technology for use in prostate cancer until regulatory approval is granted in the EU and USA. Curium has the responsibility for the commercial manufacture of uTRACE® and world-wide commercialization. The Company is eligible to receive up to USD 70 million in development and commercial milestones as well as double-digit percentage royalties on sales in major markets upon eventual Rights Issue \| 42 \| Curasight A/S --- commercialization. The agreement is further described in press release of 1 May 2023. As stated in press release of 22 January 2024, the Company has achieved the first milestone under the license and collaboration agreement with Curium. ## Conflicts of interests Sedermera Corporate Finance ("Sedermera") are the financial advisers, DLA Piper ("DLA Piper") is a legal advisor, VP Securities is the issuing agent and Nordic Issuing is the settlement agent to Curasight in connection with the Rights Issue. These parties receive a pre-agreed remuneration for services in connection with the Offer. The Company's CEO Ulrich Krasilnikoff and Board Member Andreas Kjær have financial interest in the Company as a consequence of larger share holdings in the Company. Apart from the mentioned shareholdings, there are to the Company's best knowledge, no member of the Board of Directors or executive management who has any other private interests which might conflict with the Company's interests. ## Related party transactions The Company has not engaged in any transactions with related parties since the date of the latest annual report. ## Authority proceedings, legal proceedings, and arbitration There are no ongoing or settled regulatory procedures, legal proceedings, or arbitration proceedings that could have, or have recently had, significant effects on the financial position or profitability of the Company during the course of the previous 12 months. Furthermore, there is no information to suggest the existence of any potential risks or the initiation of such proceedings that may impact the Company in the foreseeable future. ## Miscellaneous There are no arrangements, known to the issuer, which may at a subsequent date result in or prevent a change in control of the issuer. Neither does it exist any provision in Curasight's articles of association, statutes, charter, or bylaws that would have an effect of delaying, deferring, or preventing a change in control of the issuer. Rights Issue \| 43 \| Curasight A/S --- # Documents available The below documents are available in electronic form on the Company's website: www.curasight.com. - 2023 Annual Report - 2022 Annual Report - Articles of Association - Memorandum of Incorporation - Terms and Conditions for the New Warrants of series TO2 and TO3 --- # Description of the underlying shares ## General information The shares in Curasight and shares issued through the warrants expected to be issued (as underlying instruments of the Units issued through the Rights Issue) are issued in accordance with Danish law. The shares in the Company are denominated in DKK and are issued in VP Securities A/S. There is only one class of shares, Curasight's shares are traded under the International Security Identification Number (ISIN) DK0061295797 on Spotlight Stock Market Denmark under the code/ticker "CURAS". The shares have CFI code ESVUFN and FISN code Curasight AS/-. Curasight's shares are admitted to trading on Spotlight Stock Market and is not part of a group and does not have any subsidiaries. ## Voting rights The shares issued through the warrants expected to be issued (as underlying instruments of the Units issued through the Rights Issue) will be ordinary shares and no shares of the Company carry special rights. At General Meetings, each share of a nominal value of DKK 0.05 carries one vote, and each shareholder can vote for their full number of shares without limitation. The right of a shareholder to attend a general meeting and to vote is determined by the shares held by the shareholder at the record date. The record date is one week before the general meeting is held. ## Pre-emptive right to new shares Under Danish law, the shareholders generally have pre-emptive right if the general meeting of the Company resolves to increase the share capital by cash payment. However, the pre-emptive right of the shareholders may be derogated from by a majority comprising at least 2/3 of the votes cast and of the share capital represented at the general meeting if the share capital increase is made at market price. ## Central securities deposit and shareholders' register The Company's shares are issued in dematerialized form and registered in book-entry form in the Danish central securities depository as maintained by VP Securities A/S, address Nicolai Eigtveds Gade 8, 1402 Copenhagen, Denmark. The Company's shareholders' register is kept by VP Securities A/S. ## Right to dividend The shares that will be issued through the exercise of warrants of series TO2 and series TO3 will, when fully paid up and registered with the Danish Business Authority, have the same rights as the existing shares, including with respect to eligibility for any dividends paid to holders of shares. Curasight is a growth company and has not since its formation paid dividends to the shareholders. The Board of Directors intends to finance development, operations, and growth with a combination of the possible profit and if needed future equity issues. In the event of a dividend, all shares in the Company carry equal right to dividends. Consequently, the shares from the each of the warrant exercises are eligible for dividends as of the date of registration with the Danish Business Authority. The registrations from the exercises of the warrants of series TO2 and series TO3 are expected to take place in December 2024 and July 2025 respectively. Further, the right to dividends applies to investors who are registered as shareholders in Curasight on the record day applicable for the distribution of dividend. Any dividends will be paid in DKK to the shareholder's account with VP Securities. No restrictions on dividends or special procedures apply to holders of shares who are not residing in Denmark. Dividend withholding tax may be withheld by the Company in accordance with applicable Danish law. Dividends which have not been claimed by shareholders within three (3) years from the time they are payable will in accordance with applicable Danish law be forfeited and will accrue to the Company. Curasight has no dividends policy, and no dividends are planned. ## Take-over regulation and regulation on "squeeze-out" Under the Danish Companies Act, a shareholder who directly or indirectly holds more than 90 percent of the share capital in a company has the right to redeem the remaining shares from other shareholders in Curasight ("squeeze-out"). In a corresponding manner, a shareholder whose shares can be redeemed is entitled to such redemption by the majority shareholder holding more than 90 percent of the share capital in a company. No public takeover bids have been made by any third party in respect of the Company's existing shares during the past or the current financial years. The Danish take-over regulation does not apply to companies with shares admitted to trading on a multilateral trading facility. ## Authorisations relevant to the shares In respect of the Rights Issue, the board of directors will exercise the authorization in the article of association to issue the Units, which also authorizes the issuance of shares and the corresponding capital increase if the TO2 and TO3 warrants are exercised. Specifically, the board of directors will: Rights Issue \| 45 \| Curasight A/S --- - Exercise its authorization under article 5.2.3 of the Company's article of association granted by the general meeting on the 2 July 2024 and issue 2,433,814 warrants of series TO2 and 1,216,907 warrants of series TO3 through the Rights Issue with preemption rights for the Company's existing shareholders. Any new shares issued pursuant to the exercise of warrants of series TO2 or series TO3 will, as soon as possible following registration of each of the warrant exercises and the associated capital increase with the Danish Business Authority, be admitted to trading on Spotlight Stock Market in the same ISIN code as the existing shares already admitted to trading. There are no other authorisations relevant to the Units or the underlying new shares offered under the prospectus. ## Liquidation rights In case of the dissolution or winding-up of the Company, the shares will be entitled to a proportionate part of the Company's assets after payment of the Company's creditors. ## Redemption and conversion provisions According to the Articles of Association of the Company, no shareholder is obliged to have its shares redeemed in whole or in part. In addition, no shares carry any redemption or conversion rights or any other special rights. ## Dilution As at the Prospectus date, the Company's registered share capital had a nominal value of DKK 1,034,121.35 divided into 20,682,427 existing shares with a nominal value of DKK 0.05. The Rights Issue will not cause any dilution for the existing shareholders, since there are no shares being issued through the Rights Issue. If the Rights Issue is fully subscribed and all warrants of series TO2 issued in the Rights Issue and all previously issued warrants of series TO2 are exercised the share capital will increase by DKK 184,190.70 to DKK 1,218,312.05 and the number of shares by 3,683,814 to 24,366,241, resulting in a dilution of approximately 15.1 percent. If all warrants of series TO3 issued in the Rights Issue and all previously issued warrants of series TO3 are exercised the share capital will increase by an additional DKK 92,095.35 to DKK 1,310,407.40 and the number of shares by an additional 1,841,907 to 26,208,148, resulting in a dilution of approximately 7.0 percent. The net asset value per share as of 30 June 2024 was DKK 1.04 and the offering price per Unit is DKK 0.01. Rights Issue \| 46 \| Curasight A/S

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Curasight A/S Capital/Financing Update 2024