BioInvent announces final terms for the Rights Issue of approximately SEK 430 million and informs that the Issue is fully guaranteed by additional top guarantee undertakings
Summary by AI BETAClose X
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, South Africa or any other jurisdiction where such action would be unlawful.
Lund, Sweden – November 5, 2026 – The Board of Directors of BioInvent International AB (publ) (“BioInvent” or the “Company”) (Nasdaq Stockholm: BINV) has today resolved on the final terms and conditions for the rights issue of shares of approximately SEK 430 million that was announced on October 28, 2026 (the “Rights Issue”). The subscription price has been set at SEK 1.00 per new share and the Rights Issue comprises a maximum of 427,728,353 new shares. The final terms are being announced ahead of the previously communicated timetable, following a period during which the market has had the opportunity to assess the information disclosed in connection with the Rights Issue. The Rights Issue is subject to approval by the extraordinary general meeting on December 1, 2026.
As previously announced, the Rights Issue is carried out to strengthen the Company’s financial position and fund the continued clinical development of the Company’s priority programs, principally its solid tumor opportunities for BI-1808 and BI-1206. The Company has now entered into additional top guarantee undertakings from the existing guarantors of approximately SEK 78 million which, together with existing subscription commitments and guarantee undertakings, render the Rights Issue fully covered. As a result of the earlier resolution on the final terms and conditions and the additional top guarantee undertakings, the guarantee fee has been increased from 11 percent to 12 percent of the guaranteed amount. Subject to a successful completion of the Rights Issue, the Company expects to be financed into Q1 2028.
Summary
- For each existing share in BioInvent held on the record date of December 3, 2026, shareholders will receive 1 subscription right. 2 subscription rights entitle the holder to subscribe for 13 new shares.
- The Rights Issue comprises a maximum of 427,728,353 new shares.
- The subscription price has been set at SEK 1.00 per new share. Upon full subscription, BioInvent will receive gross proceeds of approximately SEK 428 million before deduction of issue costs.
- The record date for the right to receive subscription rights is December 3, 2026. The last day of trading including the right to receive subscription rights is December 1, 2026.
- The subscription period will run from and including December 7, 2026 up to and including December 21, 2026. Trading in subscription rights will take place from and including December 7, 2026 up to and including December 16, 2026.
- Subscription commitments of approximately SEK 80 million and guarantee undertakings of approximately SEK 348 million, including additional top guarantee undertakings of approximately SEK 78 million, together now cover approximately SEK 428 million, corresponding to 100 percent of the Rights Issue.
- The Rights Issue is subject to approval by the extraordinary general meeting on December 1, 2026.
- An information document is expected to be published on or around December 2, 2026.
- The Company may, depending on market conditions, following the Rights Issue resolve on a directed issue to long-term only specialist and/or institutional investors under the existing authorization granted by the annual general meeting.
Terms and conditions of the Rights Issue
The Board of Directors has today resolved on the final terms and conditions of the Rights Issue, including the share capital increase, subscription price, subscription ratio and maximum number of new shares. The Rights Issue is subject to approval by the extraordinary general meeting on December 1, 2026. The resolution on the Rights Issue will also require that the extraordinary general meeting resolves to amend the limits for the share capital and the number of shares in the Company’s articles of association.
Those who are registered as shareholders in BioInvent on the record date of December 3, 2026 will receive 1 subscription right for each existing share held. 2 subscription rights entitle the holder to subscribe for 13 new shares in the Rights Issue.
The subscription price has been set at SEK 1.00 per new share. No brokerage commission will be charged for subscriptions in the Rights Issue. Upon full subscription, BioInvent will receive gross proceeds of approximately SEK 428 million before deduction of issue costs. The subscription price corresponds to a discount of approximately 26.6 percent to TERP, calculated based on the closing price of SEK 3.715 for BioInvent’s share on Nasdaq Stockholm on November 5, 2026.
The Rights Issue is expected to increase the share capital by not more than SEK 85,545,670.60, from SEK 13,160,872.40 to SEK 98,706,543.00, through the issue of not more than 427,728,353 new shares. Following the Rights Issue, the number of shares is expected to amount to not more than 493,532,715.
Shareholders who choose not to participate in the Rights Issue will, upon full subscription, have their ownership diluted by approximately 86.7 percent. These shareholders have the opportunity to sell their subscription rights and thereby wholly or partly compensate for the financial dilution effect.
Subscription for new shares will take place from and including December 7, 2026 up to and including December 21, 2026. Subscription rights will be traded on Nasdaq Stockholm from and including December 7, 2026 up to and including December 16, 2026. Trading in paid subscribed shares (“BTA”) is expected to take place from and including December 7, 2026 up to and including December 29, 2026.
Subscription rights must be exercised for subscription no later than December 21, 2026 or sold no later than December 16, 2026 in order not to expire without value. Shareholders whose holdings are nominee-registered must follow the instructions and deadlines of their respective nominees. The Board of Directors is entitled to extend the subscription period. Any extension will be announced by press release no later than the last day of the subscription period.
Each shareholder shall have preferential rights to subscribe for the new shares in proportion to the number of shares previously held by them. If not all shares are subscribed for by exercise of subscription rights, the Board of Directors shall, within the framework of the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the exercise of subscription rights. In such case, shares shall firstly be allotted to those who have applied for subscription and subscribed for shares by exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of subscription rights that each of them exercised for subscription, secondly to those who have applied for subscription without the exercise of subscription rights, pro rata in relation to their applied interest, and thirdly to those who have entered into guarantee undertakings for the subscription of new shares, in accordance with the terms and conditions of each guarantee undertaking.
Background and rationale
BioInvent is a clinical-stage biotech company that discovers and develops novel and first-in-class immunomodulatory antibodies for cancer therapy. The Company has drug candidates in ongoing clinical programs in Phase 2a trials for the treatment of ovarian cancer, cutaneous T-cell lymphoma (“CTCL”), non-Hodgkin’s lymphoma (“NHL”), first-line non-small cell lung cancer (“NSCLC”) and uveal melanoma.
BioInvent’s lead assets are BI-1808, an anti-TNFR2 antibody, and BI-1206, an anti-FcγRIIB antibody. The Company’s current priority is to advance its solid tumor opportunities, including BI-1808 in combination with Keytruda® and paclitaxel for the treatment of recurrent ovarian cancer, and BI-1206 in combination with pembrolizumab for the treatment of first-line NSCLC and uveal melanoma. The Company also intends to continue the development of BI-1808 as monotherapy for the treatment of CTCL, BI-1206 in combination with rituximab and acalabrutinib for the treatment of NHL, and its prioritized preclinical programs with the aim of generating additional innovative drug candidates intended for further clinical development.
BioInvent’s proprietary F.I.R.S.T.™ platform and in-house antibody manufacturing are essential to bring novel assets from discovery into the clinic, while also supporting future partnering opportunities. BI-1808 and BI-1206 have demonstrated promising clinical efficacy signals, and the Company is expected to deliver several important clinical data sets during 2027.
As of September 30, 2026, the Company’s cash position amounted to approximately SEK 225 million. The estimated capital requirement until the end of 2027 amounts to approximately SEK 300 million. Subject to a successful completion of the Rights Issue, the Company expects to be financed into Q1 2028. The Company will adapt the organization in order to support the prioritized clinical programs and the activities that are expected to create the greatest value. Subject to union negotiations, the Company will implement a workforce reduction of up to 20 positions.
Use of proceeds
Upon full subscription in the Rights Issue, the Company will receive approximately SEK 428 million before deduction of issue costs. The Rights Issue is fully covered by subscription commitments and guarantee undertakings. After deduction of estimated issue costs, the net proceeds from the Rights Issue are expected to amount to approximately SEK 366 million.
The Company intends to use the net proceeds from the Rights Issue in the following order of priority:
- Continued development of BI-1808 in the solid tumor setting, principally in combination with Keytruda® and paclitaxel for the treatment of recurrent ovarian cancer;
- Continued development of BI-1206 in combination with pembrolizumab for the treatment of first-line NSCLC and uveal melanoma;
- Continued development of BI-1808 as monotherapy for the treatment of CTCL and BI-1206 in combination with rituximab and acalabrutinib for the treatment of NHL;
- Continued development of the Company’s prioritized preclinical programs with the aim of generating additional innovative drug candidates intended for further clinical development; and
- Strengthening the Company’s liquidity reserve and providing additional financial flexibility in the implementation of the Company’s priority clinical programs.
Subscription commitments, guarantee undertakings and declarations of intent
The Rights Issue is covered by subscription commitments and guarantee undertakings amounting to a total of approximately SEK 428 million, corresponding to 100 percent of the Rights Issue. The Company has received subscription commitments from the three largest shareholders, Redmile, Van Herk and Forbion, as well as other existing shareholders, including HealthInvest, amounting to approximately SEK 80 million, corresponding to approximately 19 percent of the Rights Issue. In addition DNB Bank ASA[1] (“DNB Bank”) has increased its guarantee undertakings towards the Company by an aggregate amount of approximately SEK 78 million. The guarantee undertakings now amount to approximately SEK 348 million, corresponding to approximately 81 percent of the Rights Issue, and, together with the subscription commitments, cover 100 percent of the Rights Issue.
The guarantee undertaking with DNB Bank is subject to customary termination rights pursuant to which DNB Bank may terminate the guarantee undertaking if statements in the information memorandum published in connection with the Rights Issue, or any other documentation relating to the Rights Issue, are or are alleged to be untrue, incorrect or misleading, there has been a breach or alleged breach of the representations, warranties and/or guarantees provided by the Company, there has been a material adverse financial or other change in the Company’s business or other events have occurred affecting the conditions for issuing the new shares or the market for, or the value of, the Company’s shares or certain force majeure events. The other guarantors are entitled to terminate their respective guarantee undertakings in the event that DNB Bank terminates its guarantee undertaking. To the extent that the fulfilment of the guarantee undertakings would require authorization under the Swedish foreign direct investment review Act, the guarantee undertakings are conditional upon such authorization being obtained. DNB Bank’s guarantee undertaking is further conditional upon those who have entered into sub-underwriting agreements with DNB Bank also obtaining such authorization, to the extent required. Neither the subscription commitments nor the guarantee undertakings are secured through bank guarantees, blocked funds, pledges or similar arrangements.
As a result of the earlier resolution on the final terms and conditions and the additional top guarantee undertakings, the guarantee fee has also been increased from (as previously announced) 11 percent to 12 percent of the guaranteed amount. The guarantee fee is payable in cash.
Shareholding members of the Board of Directors and Management have declared their intention to subscribe for new shares in the Rights Issue of approximately SEK 0.6 million in total, including pro-rata intentions from CEO Martin Welschof and Chairman Leonard Kruimer. Additionally, due to restrictions on participation of US persons in the Rights Issue, members Kate Hermans, Bernd Seizinger and Scott Zinober of the Board of Directors have declared their intention to purchase shares on the market during the subscription period in the Rights Issue corresponding to approximately SEK 1.6 million in total, as Scott Zinober has increased his declared intention to purchase shares on the market during the subscription period to approximately SEK 1.0 million.
Shareholders, including Redmile, Van Herk, Forbion, as well as shareholding members of the Board of Directors and Management, have also undertaken or declared their intent, as applicable, to vote in favor of the Rights Issue and other necessary resolutions to implement the Rights Issue at the extraordinary general meeting, collectively representing approximately 50 percent of the shares and votes in the Company.
Lock-up undertakings
In connection with the Rights Issue, the Company has undertaken, subject to customary exceptions (also including a directed issue of shares to long-term only specialist and/or institutional investors), not to issue additional shares or other share-related securities for a period of 90 calendar days following the announcement of the outcome of the Rights Issue. In addition, shareholding members of the Board of Directors and Management have undertaken, subject to customary exceptions, not to sell or otherwise dispose of shares or other securities in BioInvent from October 28, 2026 and for a period of 90 calendar days following the announcement of the outcome of the Rights Issue.
Information document
The full terms and conditions of the Rights Issue and certain information about the Company will be presented in an information document prepared pursuant to Article 1.4 db and Article 1.5 ba of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and prepared in accordance with the requirements of Annex IX to the Prospectus Regulation.
The information document is expected to be published on or around December 2, 2026 and will be available on BioInvent’s website, www.bioinvent.com, and DNB Carnegie’s website, www.dnbcarnegie.com.
Preliminary timetable for the Rights Issue
| Event | Date |
| Extraordinary general meeting | December 1, 2026 |
| Last day of trading including subscription rights | December 1, 2026 |
| First day of trading excluding subscription rights | December 2, 2026 |
| Publication of information document | December 2, 2026 |
| Record date | December 3, 2026 |
| Trading in subscription rights | December 7, 2026 – December 16, 2026 |
| Subscription period | December 7, 2026 – December 21, 2026 |
| Trading in BTAs | December 7, 2026 – December 29, 2026 |
| Announcement of outcome | On or about December 22, 2026 |
Foreign Direct Investments
BioInvent has made the assessment that it conducts protection-worthy activities under the Swedish foreign direct investment review Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar). This entails that investors that gain certain influence in BioInvent may need to notify investments in BioInvent to, and obtain approval from, the Swedish Inspectorate of Strategic Products (Sw. Inspektionen för Strategiska Produkter) before such investments can be completed. For more information, please visit the Swedish Inspectorate of Strategic Products website, www.isp.se, or contact BioInvent.
Advisors
DNB Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Sole Bookrunner in connection with the Rights Issue. Mannheimer Swartling Advokatbyrå acts as legal counsel to the Company.
For further information, please contact
Cecilia Hofvander, VP Investor Relations
Phone: +46 (0)46 286 85 50
Email: cecilia.hofvander@bioinvent.com
BioInvent International AB (publ)
Co. Reg. No.: 556537-7263
Visiting address: Ideongatan 1
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50
www.bioinvent.com
About BioInvent
BioInvent International AB (Nasdaq Stockholm: BINV) is a clinical-stage biotech company that discovers and develops novel and first-in-class immunomodulatory antibodies for cancer therapy, with drug candidates in ongoing clinical programs in Phase 1/2 trials for the treatment of solid tumors and hematological cancer. The Company’s validated, proprietary F.I.R.S.T™ technology platform identifies both targets and the antibodies that bind to them, generating many promising new immunomodulatory candidates to fuel the Company’s own clinical development pipeline and providing licensing and partnering opportunities.
The Company generates revenues from research collaborations and license agreements with multiple top-tier pharmaceutical companies, as well as from producing antibodies for third parties in the Company’s fully integrated manufacturing unit. More information is available at www.bioinvent.com.
Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore or South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional information documents, prospectuses, filings or other measures in addition to those required under Swedish law.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in BioInvent. This press release is not a prospectus for the purpose of the Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. BioInvent will prepare and publish an information document in the form provided for in Annex IX of the Prospectus Regulation on or around December 2, 2026.
Any offer in respect of any Securities in connection with the Rights Issue will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional information documents, prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the Securities in the United States.
Within the European Economic Area (the “EEA”), no public offering of Securities is made in other countries than Sweden. In other member states of the European Union, such an offering may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA, any offer of Securities may only be made in accordance with applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024) who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any person in the United Kingdom that is not a Relevant Person should not act or rely on the information included in this press release or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this press release relates to is available only to, and will be engaged in only with, Relevant Persons.
BioInvent has made the assessment that it conducts protection-worthy activities under the Swedish foreign direct investment review Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar). This entails that investors that gain certain influence in BioInvent may need to notify investments in BioInvent to, and obtain approval from, the Swedish Inspectorate of Strategic Products (Sw. Inspektionen för Strategiska Produkter) before such investments can be completed. For more information, please visit the Swedish Inspectorate of Strategic Products website, www.isp.se, or contact BioInvent.
This press release contains forward-looking statements that reflect BioInvent’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect BioInvent’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, BioInvent does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.
[1] DNB Bank ASA is the parent company of DNB Carnegie Investment Bank AB. DNB Bank ASA has entered into (and may enter into) sub-underwriting agreements in respect of all or part of its guarantee undertaking.
Latest directors dealings
- 1 day ago Close Brothers Group
- 1 day ago Savannah Energy
- 1 day ago Mid Wynd International Inv Trust
- 1 day ago Dillistone Group
- 1 day ago SSP Group