Share Issue/Capital Change • Jan 9, 2026
Share Issue/Capital Change
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Lytix Biopharma AS: Key information relating to potential subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 9 January 2026. Reference is made to the stock exchange announcement published by Lytix Biopharma AS ("Lytix Biopharma" or the "Company") earlier today, on 9 January 2026, regarding the successful completion of a private placement (the "Private Placement") of new shares raising approximately NOK 61 million in gross proceeds, and a potential subsequent offering of up to NOK 30 million, equivalent to 3,333,333 new shares, at NOK 9.00 per share (the "Subsequent Offering").
The Subsequent Offering is expected to be directed to existing shareholders in the Company as of 8 January 2026 (as registered in VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such an offering would be unlawful or would, in jurisdictions other than Norway, require any prospectus, filing, registration or similar action (jointly, the "Eligible Shareholders"). Eligible Shareholders are expected to receive non-transferable subscription rights, and oversubscription will be permitted.
The following key information is provided with respect to the Subsequent Offering:
Date for announcement of terms: 9 January 2026
Last day including right: 8 January 2026
First day excluding right: 9 January 2026
Record date: 12 January 2026
Date of approval: the extraordinary general meeting required for the Subsequent Offering is expected to be held on or about 26 January 2026 (the "EGM")
Maximum number of new shares: 3,333,333
Subscription price: NOK 9.00
Other information: Each Eligible Shareholder will be allocated, on a pro rata basis, non-transferable subscription rights (the "Subscription Rights") based on the number of shares registered in their name as of the Record Date. The number of Subscription Rights granted to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. The Subscription Rights will not be listed. The Subsequent Offering is subject to (i) the completion of the Private Placement, (ii) the necessary corporate approvals, including the EGM resolving to issue new shares or authorizing the board of directors to issue new shares in the Subsequent Offering, and the board of directors subsequently resolving to issue new shares in the Subsequent Offering, (iii) the publication of a national prospectus pertaining to the Subsequent Offering, and (iv) the prevailing market price of the Company's shares following the Private Placement. The Company may, in consultation with the Manager (as defined below), decide that the Subsequent Offering will not be carried out if the Company's shares trade at or below the subscription price in the Subsequent Offering at sufficient volumes.
Advisors:
DNB Carnegie, a part of DNB Bank ASA, is acting as sole bookrunner in the Private Placement (the “Manager”).
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Disclosure regulation:
This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth.
This stock exchange announcement was published by Gjest Breistein on 9 January 2026 at the time set out in this notice on behalf of the Company.
For further information, please contact:
Gjest Breistein, CFO
+47 952 60 512
About Lytix Biopharma
Based in Oslo, Norway, Lytix Biopharma is a clinical-stage biotech company with a highly novel technology based on world leading research in host-defense peptide-derived molecules. Lytix Biopharma’s lead product, LTX-315, is a first-in-class oncolytic molecule representing a new principle to boost anti-cancer immunity. Lytix Biopharma has a pipeline of molecules that can work in many different cancer indications and treatment settings, both as mono- and combination therapy.
Important information: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investments activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither the Company nor the Manager make any guarantee that the assumptions underlying any forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither the Company nor the Manager undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
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