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On 28 May, Cessatech A/S, CVR no. 41293055 (“Cessatech” or the “Company”) announces that the board of directors in Cessatech has resolved to raise the share capital in the Company by DKK 232,624.60 by issuance of 1,163,123 shares (the “Directed Issue”) in accordance with the intention to carry out a directed issue as communicated by the Company through a press release, on 28 May 2025. The subscription price in the Directed Issue was DKK 12.72 per share, which was determined through an accelerated bookbuilding procedure led by Sedermera Corporate Finance AB (“Sedermera”). Through the Directed Issue, Cessatech will receive proceeds of approximately DKK 14.8 million before transaction costs. 

The Directed Issue
The resolution to increase the Company’s share capital by issuance of shares without preferential right to existing shareholders has been made by the Board of Directors in the Company, in accordance with the authorization in paragraph 3.2.1 of the Company’s articles of association. The subscription price in the Directed Issue was set to DKK 12.72 per share and has been determined through an accelerated bookbuilding procedure led by Sedermera.

Background, motive and considerations
Cessatech has continued to make progress across several key development and regulatory milestones during the first half of 2025. Some of the key achievements include receiving positive MDR assessment for CT001 and the completion of the final of five studies under the EMA approved PIP program. Earlier today, 28 May 2025, Cessatech announced positive top-line data from the 0202 study which met all its primary endpoints.

The completion of the 0202 study marks the fourth out of the five goals set out in Cessatech’s 2023-2025 plan with only commercial launch of CT001 in the U.S. under the FDA early access program remaining. The Company is currently finalizing the U.S. manufacturing setup, which will enable the Company’s commercial partner to release CT001 for distribution and begin marketing activities. Although there have been obstacles in the U.S. set up, the Company anticipates launch during 2025.

The Directed Issue has been carried out to strengthen Cessatech’s financial position ahead of the launch and hence improving the Company’s financial flexibility and allowing for additional investments into U.S. commercial activities following market entry alongside its commercial partner Ventis Pharma.

The reasons for deviation from the shareholders' preferential right
The Board of Directors has conducted a comprehensive analysis and carefully evaluated the possibility of raising capital through a rights issue. The analysis shows that a directed share issue in the current market conditions is the most advantageous for the Company and its shareholders as well as for the Company's strategic goals. In the evaluation, the Board of Directors has concluded that;

• A rights issue would be significantly more time- and resource consuming compared to the Directed Issue, not least as a result of the work related to securing a rights issue, also considering there are no guarantees that a rights issue would be fully subscribed. A reduced financing timeline further allows the management team to focus on value creating activities, contributes to reduced exposure to price fluctuations in the stock market and provides the opportunity to benefit from the current interest in the Company's share. In addition, the costs for the Directed Share Issue are estimated to be lower than in a rights issue where, among other things, a potential guarantee consortium would likely need to be procured.

• An additional aspect that speaks in favor of the choice of a directed share issue is that a rights issue would most likely have had to be carried out at a lower issue price, which would lead to greater dilution effects for the Company's existing shareholders. From a shareholder perspective, a rights issue at a higher discount also entails a risk of longer-term negative effects on the share price in connection with the completion of the rights issue.

In view of the above, the Board of Directors has concluded that a directed share issue, with deviation from the shareholders' preferential rights, is the most time-, cost- and value-preserving alternative to strengthen the Company's financial position and to finance commercial- and other value enhancing activities following the U.S. launch of CT001.

As the subscription price in the Directed Issue was determined through an accelerated book-building procedure, the Board of Directors considers that the marketability of the subscription price was ensured.

Number of shares, share capital and dilution
Through the Directed Issue, the Company's share capital will increase by DKK 232,624.60, from DKK 3,485,018.80 to DKK 3,717,643.40, through a new issue of 1,163,123 shares, which means that the total number of shares will increase from 17,425,094 shares to 18,588,217 shares and will result in a dilution of approximately 6.3 percent of the capital for existing shareholders who did not participate in the issue.

The new shares will be identical in all respects to the existing shares in Cessatech. This means that all shares in the Company, including the new shares, will be negotiable instruments, carry no restrictions on their transferability nor carry any special rights. The rights conferred by the new shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority.

The new shares are expected to be registered with Ehrvervstyrelsen around 5 June 2025, and admitted to trading on Spotlight Stock Market shortly thereafter.

Advisors
Cessatech has engaged Sedermera Corporate Finance AB as financial adviser and Sole Bookrunner and Elmann Advokatpartnerselskab as legal advisor in connection with the Directed Issue.

This disclosure contains information that Cessatech is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 28-05-2025 22.30 CET.

IMPORTANT INFORMATION
The publication, release or distribution of this press release may be restricted in certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves about and observe any such restrictions. This announcement does not constitute an offer to the public, or a solicitation of any offer, to buy or subscribe for any securities of the Company in any jurisdiction. This document has not been approved by any authority in any jurisdiction and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). No prospectus has been or will be prepared in connection with the Directed Issue. 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. 

The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose on the information contained herein or its accuracy or completeness. Neither the Company nor any of its affiliates, advisors or representatives accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted).

The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require a prospectus, registration or other measures than those required by Danish law.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States.

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release. 

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and may be subject to change.

This disclosure contains information that Cessatech is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 28-05-2025 22:30 CET.

For more information about Cessatech, please contact:
Jes Trygved, CEO
Phone: +45 9387 2309
E-mail: jes.trygved@cessatech.com
www.cessatech.com