Medicortex Finland launches initial public offering and intends to apply for listing on Nasdaq First North Growth Market Finland
The Company has identified brain injury biomarkers and is working towards the development of a disposable, hand-held diagnostic kit which uses non-invasive samples such as urine and saliva
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Medicortex Finland Plc (“Medicortex” or “Company”), a biotechnology company developing brain injury diagnostics, announces its intention to proceed with an Initial Public Offering (“IPO” or “Offering”) and application to list its shares on Nasdaq First North Growth Market Finland (“First North”). The Company aims to tackle the ever-increasing problem of traumatic brain injury (TBI), especially mild TBI (concussion), and in particular, the lack of sufficient diagnostic methods for detection of concussion.
Medicortex in brief
Medicortex Finland Oyj was founded in 2014 by Dr. Adrian Harel and is headquartered in Turku, Finland. The Company has identified brain injury biomarkers and is working towards the development of a disposable, hand-held diagnostic kit which uses non-invasive samples such as urine and saliva. The Company’s management has estimated that a point-of-care test, which gives a reliable result rapidly and does not require medical professionals to interpret the result, would greatly benefit patient management, thus improving patient outcome and reducing the cost of diagnostics considerably. The Company maintains that current methods for determining the occurrence of mild traumatic brain injury (“TBI”) are inadequate and they are resource-intensive and prone to human error.
Medicortex has conducted three clinical studies in which body fluid samples have been collected from patients with TBI and compared to samples from uninjured control subjects to discover new biomarkers of TBI. The latest clinical study focused on children and adolescents. Throughout the clinical studies, Medicortex has consistently observed statistically significant evidence to support the claim that the biomarker is present in body fluids after TBI or concussion.
If upon the development phase the diagnostic kit is successfully commercialized, Medicortex foresees a broad and versatile customer base, potentially consisting of military, hospitals, nursing homes, first responders, among others. Medicortex has on several occasions received grants from various organizations such as the US Department of Defense’s medical research funds, Business Finland and the EU Commission.
Medicortex holds several patents and is actively working with new patent applications. The patent portfolio pertains not only to the diagnostic kit, but also to drug development within the area of TBI medication. The drug development project is currently a peripheral engagement that may be activated in the future, depending on funding secured to expand the project.
Medicortex’s strengths and strategy
Medicortex has the know-how to find and study biomarkers specific to brain injuries as well as technical skills required to develop a diagnostic test. Additionally, the management have a long experience in enterprise and company administration. The Company believes its biomarker technology is unique and innovative and something that does not exist at the moment whereby the Company is advanced in the development project so that newcomers overcoming the technology before Medicortex is unlikely. The biomarker innovation has been protected with a patent and patent applications.
The Company’s primary short-term business goal is to develop a diagnostic assay based on biomarkers found in urine and saliva. The project encompasses development and optimization of a test strip with the core detection chemistry, integration of the strip into a hand-held device and clinical validation of a prototype test in its intended use.
The Company’s long-term business goals are dependent on the funds available to the Company and the interaction with diagnostic companies. The Company has envisioned a few approaches, such as licensing out the biomarker technology to a notable diagnostic company able to further develop the product into a marketable kit with the appropriate regulatory clearance specific to its regions. Alternatively, the Company may continue developing its handheld diagnostic kit, ProbTBI™, into a commercial product and start manufacturing and sales by itself, taking into consideration the need to subcontract production and significantly increase manpower with the appropriate skills.
Dr. Adrian Harel, the CEO of Medicortex says: “Medicortex is an outstanding biotechnology company. We want to be at the forefront in tackling a global problem by developing diagnostics for head injury. We have been successful in the very difficult space of translating an idea through to the clinic stage – which is a huge step! We believe Medicortex holds lots of potential, and this has been recognized in the world with many acknowledgements – for a reason.”
The objective of the Offering and the Listing on First North is to improve Medicortex’s financial ability to further the development of its coming diagnostic products for detecting brain injuries. Furthermore, the Offering is aimed to broaden the ownership base of the Company’s Shares and to offer existing and new shareholders the ability to trade shares in Medicortex as well as to improve the quality of Medicortex’s Shares as a method of payment in the event of potential strategic acquisitions.
The contemplated Offering will consist of new shares issued by the Company. The Offering will comprise of (i) an institutional offeringto institutional investors in Finland, Sweden and Denmark and internationally in accordance with the applicable legislation, excluding the United States, and (ii) a public offering to private individuals and entities in Finland, Sweden and Denmark. Nordnet Bank AB acts as a subscription place in the Offering (www.nordnet.fi/fi/medicortex).For private individuals and entities in Sweden and Denmark, the shares will be available only to Nordnet clients (www.nordnet.se/se/medicortex and www.nordnet.dk/dk/medicortex).
In the share issue, the Company aims to raise gross proceeds of approximately a maximum of EUR 3 million by offering a maximum of 6,000,000 Offer Shares in the Company for subscription. In order to cover potential oversubscription, the Company’s Board of Directors may decide on issuing an overallotment of 2,000,000 Offer Shares whereby the gross proceeds aggregate to a maximum of EUR 4 million. The proceeds from the Offering are intended to be used primarily for the development of Medicortex’s product and execution of the Company’s business strategy.
Certain shareholders have committed to customary lock-up agreements for certain period after the commencement of trading on the Company’s Shares in First North (the “Lock-up period”). In accordance with these agreements, the shareholders commit not to exercise, sell or otherwise transfer any of the Company’s Shares or option rights held directly or indirectly by such shareholder without prior written consent from the Company’s Financial Advisor.
Full terms, conditions and instructions for the contemplated IPO will be available in the Prospectus that is prepared by Medicortex in connection with the IPO. Should the Company decide to proceed with the Offering, the Prospectus, as approved by the Finnish Financial Supervisory Authority Finanssivalvonta (FIN-FSA), is published on the Company’s website at https://sijoittajat.medicortex.fi/. An English translation of the official Finnish prospectus is published in parallel.
Subscription period of the Offering commences:13.6.2022 at 9:30 (at 8:30 Swedish and Danish time)
Subscription period of the Offering ends:22.6.2022 at 16:30 (at 15:30 Swedish and Danish time)
The earliest date when the Offering may be discontinued:20.6.2022
The results of the Offering are announced (estimate):23.6.2022
Entering of the Offer Shares on the book-entry accounts is expected to start (estimate):28.6.2022
Trading in the Shares on First North is expected to commence (estimate):30.6.2022
The Company has appointed Göteborg Corporate Finance AB (“GCF”) to act as the Financial Adviser for the Offering. Nordic Certified Adviser AB acts as the Company’s Certified Adviser under the First North Nordic Rulebook. The Legal Adviser to the Company is Lukander Ruohola HTO Attorneys at Law Ltd.
The Offering nor the information herein does not apply to people resident in Australia, South-Africa, Hong Kong, Japan, Canada, New Zealand or the United States or in any other country where it would be prohibited by local laws or other regulations. The Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S), unless registered under the U.S. Securities Act or pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States.
The Offering shall be governed by the laws of Finland.
Full terms, conditions and instructions for the contemplated IPO will be available in the Prospectus that is prepared by Medicortex in connection with the IPO. Should the Company decide to proceed with the Offering, the prospectus, as approved by the Finnish Financial Supervisory Authority (Finanssivalvonta), will be published on the Company’s website at https://sijoittajat.medicortex.fi/. An English translation (“Prospectus”) of the official Finnish prospectus will be published at the same time. Approval by the FIN-FSA of the Finnish Prospectus shall not be considered as an endorsement of the issuer that is the subject of the Finnish Prospectus.
Investment in the Offer Shares involves risks. The principal risk factors are discussed in the Prospectus.
Prospective investors should, prior to making an investment decision, carefully acquaint themselves with the entire Prospectus. The investors should, based on their own assessment, consult their own advisers before subscribing for the Offer Shares. Investors should make an independent assessment of the legal, tax, business, financial and other consequences and risks of subscribing for or purchasing the Offer Shares.
The information contained herein and, in the Prospectus, was given on the date of the Prospectus. Neither the delivery of the Prospectus nor any offering, sale or distribution based thereon shall mean that all the information contained in the Prospectus would be correct in the future or that no changes would have taken place in respect of the business of the Company, which may result in or have resulted in a material adverse effect on the Company’s business operations, operating result or financial position as of the date of the Prospectus.
In a number of countries, in particular in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa, the distribution of the Prospectus and the offer of the Offer Shares is subject to statutory restrictions such as registration, listing and listing conditions. The offering of the Offer Shares does not apply to persons in any jurisdiction where such offer would be illegal. No action has been or will be taken by the Company or the Financial Adviser to permit the holding or distribution of the Prospectus (or any other offering or disclosure materials relating to the Offering) in any jurisdiction where such distribution may result in a violation of any laws or regulations.
The Offer Shares may not be offered or sold, directly or indirectly, and the Prospectus or any other documents or advertisements related to the Offer Shares may not be distributed or published in any jurisdiction where this would violate any laws or regulations. No action has been or will be taken by the Company or the Financial Adviser to permit a public offering of the Offer Shares outside Finland, Sweden or Denmark. However, the Offer Shares may be offered to qualified investors in member states of the European Economic Area (EEA), if any of the exceptions in the Prospectus Regulation are applicable.
The Offer Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities authority of any state of the United States. The Offer Shares may not, with certain exceptions, be offered, sold, exercised, pledged, transferred or delivered, directly or indirectly, in or into the United States. In addition to the United States, the legislation of certain other countries may restrict the distribution of the Prospectus. The Prospectus must not be considered an offer of securities in such country, where offering of Offer Shares would be forbidden. The Offer Shares may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into such country.
Neither the Company nor the Financial Adviser accepts any legal responsibility for persons who have obtained the Prospectus in violation of these restrictions, irrespective of whether these persons are prospective subscribers or purchasers of the Offer Shares.
Investors must not construe the contents of this announcement or the Prospectus as legal, investment or tax advice. Each investor should consult such investor’s own counsel, accountant or business advisor as to legal, investment and tax advice and related matters pertaining to the Offering, if they deem it necessary.
Certain statements in this communication are forward-looking statements. They are based on the views of the Company’s management, as well as the understanding and assumptions of the Company’s management based on the information available at present, and due to this, they may be forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, which may result in that the Company’s actual future results, operations, achievements and performance of the sector may differ significantly from the results, operations, achievements and performance specifically or indirectly indicated in such forward-looking statements. Such risks, uncertainties and other important factors include, among other things, risks related to the implementation of the Company’s strategy and availability of financing, general economic and market situation and other risks described in the Prospectus. Forward-looking statements are not a guarantee of the Company’s operational or financial performance in the future.