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Important information

Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

 

The information contained in this section of the website of Oncopeptides AB (publ) (the “Company”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or Switzerland and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any securities of the Company in the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa, Switzerland or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

 

The securities of the Company referred to in this section of the Company’s website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States and may not be offered or sold within the United States unless the Securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the Securities will be sold only to “qualified institutional buyers” (as defined in Rule 144A in the Securities Act) (“QIBs”), pursuant to an exemption from registration under the Securities Act. All offers and sales of the Securities outside the United States will be made in compliance with Regulation S under the Securities Act and in accordance with applicable law.

 

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August 21, 2025

Investor Q&A: Oncopeptides Rights Issue and Japan Partnership

RIGHTS ISSUE OVERVIEW

Oncopeptides has announced that it is carrying out a rights issue of approximately SEK 150 million. The purpose is to finance the ongoing commercialization of Pepaxti in Europe until the Company expects to become cash flow positive by the end of 2026, and also to secure early progression of the Company’s portfolio of pre-clinical assets.

What is the size and structure of the Rights Issue?

The Rights Issue of 150 million SEK was decided to be partially guaranteed up to 130 million SEK with new shares issued of approximately SEK 150 million with preferential rights for existing shareholders. It is based on the authorization granted at the AGM on 22 May 2025 and is designed to secure further financing for both Pepaxti commercialization in Europe and early progression of pre-clinical assets.

Why is Oncopeptides carrying out this Rights Issue now?

The Board believes the net proceeds will provide sufficient runway to reach profitability and cash-flow positivity by Q4 2026, regardless of the outcome of Japanese partnership negotiations. It also secures funding to advance the company’s pipeline, notably OPD5 and other pre-clinical projects.

How does the company assess its cash runway following this share issue, and does this financing fully bridge the company to positive cash flow in 2026?

Yes, the proceeds from the rights issue are deemed by the company to be sufficient to reach profitability and cash flow positivity, regardless of if the company is successful in its negotiations regarding a partnership in Japan. As communicated cash flow positivity requires quarter over quarter sales growth to be approximately 30-40%. We continuously assess our financial needs based on commercial progress, business development assessments, and pipeline advancement.

If the Japan partnership agreement does not materialize or is delayed, does the company foresee the need for additional financing in the near term?

As with all partnership negotiations, receiving an upfront Japan license payment is likely but not certain until a deal has been finalized. The proceeds from the Rights Issue are deemed by the Board of Directors to be sufficient to reach profitability and cash flow positivity, regardless if Oncopeptides is successful in the negotiations regarding partnerships in Japan.

 

TERMS AND MECHANICS

What is the subscription price and discount level?

The subscription price is SEK 3.20 per new share, representing approximately a 32% discount to the theoretical ex-rights price (TERP) based on the closing price on Nasdaq Stockholm on 20 August 2025.

How many new shares will be issued if fully subscribed?

Assuming full subscription, 46,947,534 new ordinary shares will be issued, increasing share capital by approximately SEK 5,216,392.88 and total shares from 225,758,823 to 272,706,357.

How do subscription rights work?

  • Record date: 28 August 2025.
  • Every shareholder on that date receives one subscription right per existing share.
  • Nine rights entitle the holder to subscribe for two new shares.
  • Investors may also apply for shares without holding rights in a separate “no-rights” application.

Will it be possible to sell my subscription rights/to buy more subscription rights?

Yes – it will be possible to trade subscription rights on Nasdaq Stockholm between September 1 and September 15.

 

USE OF PROCEEDS

What are the primary uses of the Rights Issue proceeds?

  • Finance ongoing European commercialization of Pepaxti® until projected cash-flow positivity.
  • Advance pre-clinical pipeline assets, including early development of OPD5 toward IND readiness.
  • Support sales growth momentum following strong Q2 performance and early Italian market entry.

Will additional funds from a Japan partnership change the planned use of proceeds?

If an upfront Japan license payment is realized, those funds would be directed to accelerate pipeline projects beyond the scope currently financed by this Rights Issue.

 

SUBSCRIPTION COVERAGE & GUARANTEE COMMITMENTS

How much of the Rights Issue is already covered?

Approximately 87% (SEK 130 million) is covered by:

  • HealthCap VIII LP has committed to subscribe for SEK 15.5 million. Certain members of the Board of Directors of the Company and senior executives also intend to enter into binding subscription undertakings after the publication of the Company’s interim report for the second quarter of 2025 up to their respective pro-rata amounts and this commitment and these intentions correspond to approximately 11 percent of the Rights Issue.
  • A full list of commitments will be published on August 28 as part of the Publication of the disclosure document.
  • Guarantee commitments totaling SEK 113.8 million

Will the board of directors and management participate in the new share issue?

A full list of commitments will be published on 28 August as part of the information document.

Senior representatives of the company, including its CEO and CFO, have indicated that they will cover their pro-rata share as a minumum.

Participating in a new share issue is a personal financial decision and reasons can vary.

Under what conditions will guarantors be required to subscribe?

Guarantors will subscribe for any unsubscribed shares up to SEK 130 million. This ensures a minimum level of capital raised.

 

DILUTION AND LOCK-UP

What dilution will non-participating shareholders face?

If fully subscribed, non-participating shareholders would see an 18.2% dilution in their ownership. However, they can mitigate dilution by selling their subscription rights on the market.

Given the potential dilution, what steps are you taking to ensure shareholder value is maximized?

Our strategy to maximize shareholder value is focused on accelerating commercial performance, particularly in Europe, securing a favorable partnership deal in Japan, and progressing our pipeline assets efficiently, all of which we expect to drive long-term value creation for all shareholders.

Are there any lock-up commitments?

Yes.

  • The company’s Board and senior management have agreed not to propose new share issues or sell shares for 180 calendar days post-announcement, subject to customary exceptions.
  • The company retains the right to issue warrants to the European Investment Bank as previously agreed.

 

UPDATE REGARDING POTENTIAL PARTNERSHIP IN JAPAN

What is the status of the Japan licensing negotiations?

Oncopeptides continues its negotiations with well-established sizeable Japanese pharma companies for the licensing of Pepaxti for the Japanese market and are in advanced discussions with, and have received a non-binding offer from one highly reputable partner and has in addition also received a non-binding offer from another potential partner which the company is considering in parallel.

What are the key commercial terms expected in a Japan deal?

  • Partner assumes all costs for regulatory activities and commercialization in Japan.
  • An upfront payment, milestone payments tied to clinical and commercial milestones, and a double-digit tiered royalty on net sales.

 

TIMELINE

Milestone Date
Last day trading with rights 26 August 2025
First day trading ex-rights 27 August 2025
Record date for subscription rights 28 August 2025
Publication of disclosure document 28 August 2025
Trading in subscription rights 1–10 September 2025
Subscription period 1–15 September 2025
Trading in paid subscribed shares (BTA) 1–22 September 2025
Announcement of outcome Around 17 September 2025

 

RISKS & FORWARD-LOOKING STATEMENTS

What disclaimer applies to forward-looking statements?

This document contains forward-looking statements and projections that involve known and unknown risks. Actual results may differ materially. Investors should review the Prospectus Regulation disclosure document for a detailed risk factor analysis.

 

FOR MORE INFORMATION

More information will be provided in the Disclosure document to be published on or around August 28.

 

For further information or follow-up questions, please contact:

David Augustsson
Director of IR and Communications
E: ir@oncopeptides.com
T: +46 76 229 38 68