Background and rationale
On 27 August 2025, the Board of Directors of Immunovia resolved, with subsequent approval from the Extraordinary General Meeting on 29 September 2025, to carry out a new issue of a maximum of 333,908,814 shares, corresponding to issue proceeds of approximately SEK 100 million, with preferential rights for the Company's shareholders (the "Rights Issue” or the “Offer").
Pancreatic cancer is among the deadliest cancers, with survival rates remaining critically low due to late-stage detection when surgical treatment is no longer viable. As the third leading cause of cancer-related deaths in both Europe and the United States, the disease represents a significant unmet medical need. Immunovia’s mission is to increase survival rates by enabling earlier diagnosis through innovative blood-based testing for individuals at high risk.
After more than two years of development and clinical validation, PancreaSure, the Company’s next-generation test for early pancreatic cancer detection, launched in the United States on 2 September 2025. This launch marks a major milestone, transitioning the Company into its commercialization phase and positioning PancreaSure as a transformative solution in high-risk patient management.The Company’s three-phase strategy focuses on driving early adoption through key opinion leaders and surveillance centers, expanding access via strategic commercial partnerships, and securing insurance reimbursement to scale testing volumes in 2026. With strong clinical data, increasing physician interest, and prestigious recognition of its CLARITI study, Immunovia is well-positioned to deliver significant clinical and commercial impact. PancreaSure represents a critical step toward establishing a new standard of care in early pancreatic cancer detection.
Given the capital needs the commercial launch and implementation of additional studies supporting reimbursement in the United States will give rise to, Immunovia assesses that its existing working capital is not sufficient to cover the Company's capital needs. To ensure continued successful progress in accordance with the Company's business plan and strategy, Immunovia has decided to carry out the Rights Issue.
Upon full subscription in the Rights Issue, the Company will receive approximately SEK 100 million before issue costs. The costs related to the Rights Issue, upon full subscription, are estimated to amount to a maximum of approximately SEK 15 million, of which approximately SEK 8.7 million is attributable to guarantee compensation (provided that all guarantors choose to receive guarantee compensation in cash). The expected net proceeds from the Rights Issue, upon full subscription, are thus estimated to amount to approximately SEK 85 million. The net proceeds from the Rights Issue, after repayment of bridge loans, are intended to be used for the commercial launch of PancreaSure in H2 2025 and additional studies supporting reimbursement in the United States.
Terms and conditions for the Rights Issue
Terms and conditions for the Rights Issue (rubrik)Anyone who is registered as a shareholder in Immunovia on the record date, 3 October 2025, will receive twelve (12) subscription rights per existing share in Immunovia. Eleven (11) subscription rights entitle the holder to subscribe for one (1) new share.
The subscription price in the Rights Issue has been set to SEK 0.30 per share. The subscription price corresponds to, in accordance with the principles set out in the Company’s press release on 27 August 2025, approximately 70 per cent of the theoretical share price after the separation of rights (TERP), based on the volume-weighted average share price of the Company’s share on Nasdaq Stockholm during the period 12 – 25 September 2025. Upon full subscription in the Rights Issue, Immunovia will receive approximately SEK 100 million before issue costs.
Subscription of shares with or without preferential rights shall be made during the period from and including 7 October 2025 up to and including 21 October 2025. Subscription rights that are not exercised during the subscription period become invalid and lose their value. Trading in subscription rights takes place on Nasdaq Stockholm during the period from and including 7 October 2025 up to and including 16 October 2025 and trading in BTA (paid subscribed share) during the period from and including 7 October 2025 up to and including 10 November 2025.
Subscription undertakings and guarantee commitments
As communicated in the press release on 27 August 2025, board members and the Company’s CEO Jeff Borcherding intended to enter into binding subscription undertakings following the publication of the Company’s interim report for the second quarter of 2025 on 28 August 2025. The binding subscription undertakings have been entered into, and the Company has therefore received subscription undertakings amounting to approximately SEK 1 million from all members of the Company's Board of Directors and the Company’s CEO Jeff Borcherding, corresponding to approximately 1 per cent of the Rights Issue. No compensation will be paid for subscription undertakings.
Immunovia has also entered into agreements with a number of external investors on guarantee commitments of a total of approximately SEK 99 million, corresponding to approximately 99 per cent of the Rights Issue. The guarantee commitments are comprised partly of so-called bottom guarantee commitments of approximately SEK 79 million which corresponds to the range from SEK 1 million to SEK 80 million in the Rights Issue, and partly of so-called top guarantee commitments of approximately SEK 20 million, which corresponds to the range from SEK 80 million to SEK 100 million in the Rights Issue. The range from SEK 0 to SEK 1 million relates to subscription undertakings. The top and bottom guarantee commitments have been entered into with the same guarantors. Guarantee compensation for the bottom guarantee commitments is paid with 11 per cent of the guaranteed amount in cash or 13 per cent of the guaranteed amount in shares, where the subscription price for such shares shall correspond to the subscription price per share in the Rights Issue. Guarantee compensation for the top guarantee commitments is paid with 12 per cent of the guaranteed amount in cash or 14 per cent of the guaranteed amount in shares, where the subscription price for such shares shall correspond to the subscription price per share in the Rights Issue.
In total, the Rights Issue is covered by subscription undertakings and guarantee commitments amounting up to approximately SEK 100 million, corresponding to approximately 100 per cent of the Rights Issue. The subscription undertakings and guarantee commitments are not secured by bank guarantee, blocked funds, pledge or similar arrangements.
Subscription price: 0.24 SEK
Exercise period: 1 April 2025 - 15 April 2025
Warrant series TO2
One (1) warrant series TO 2 entitles the holder the right to subscribe for one (1) new share in the company at a subscription price corresponding to seventy (70) percent of the volume-weighted average price of the company's share on Nasdaq Stockholm during the period from and including 12 December 2024 up to and including 27 December 2024, however not less than the share's quota value and not higher than 125 percent of the subscription price per share in the rights issue. Subscription of shares by exercise of warrants series TO 2 shall be made during the period from and including 2 January 2025 up to and including 16 January 2025.
Read moreWarrant series TO3
One (1) warrant series TO 3 entitles the holder the right to subscribe for one (1) new share in the company to a subscription price corresponding to seventy (70) percent of the volume-weighted average price of the company's share on Nasdaq Stockholm during the period from and including 14 March 2025 up to and including 27 March 2025, however not less than the share's quota value and not higher than 150 percent of the subscription price per share in the rights issue. Subscription of shares by exercise of warrants series TO 3 shall be made during the period from and including 1 April 2025 up to and including 15 April 2025.
Read moreFDI legislation and registration certificate
FDI legislationRegistration certificate