Oncoinvent ASA - Contemplated private placement and retail offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Oncoinvent ASA ("Company") has retained ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA (the "Managers") to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares"), raising gross proceeds of up to NOK 140million (the "Private Placement"). The offer price per share and the final number of Offer Shares to be issued in the Private Placement will be at a fixed price of NOK 90 per Offer Share.

The Company will also conduct a separate offering of new shares (the "Retail Offer Shares") directed at retail investors to raise gross proceeds of up to the NOK equivalent of EUR 1 million, subject to applicable exemptions from prospectus requirements, to be facilitated through Nordnet Bank AB ("Nordnet") and made through its facilities. Application period for the Retail Offering commences at 16:45 (CEST) on 22 September 2026 and will run until 21:00 (CEST) on 22 September 2026 (the "Retail Application Period").

The net proceeds from the Private Placement will enable the Company to:

• Progress the ongoing phase 2 study beyond a more mature interim readout in March / April 2027 on close to all patients, of which approximately 40-45 will have had 9+ months follow-up;

• Complete recruitment for the phase 2 study, expected during H1 2027, more specifically around April at the current recruitment pace;

• Deliver regulatory alignment with the FDA and EMA, culminating in phase 3 IND / CTA submission, and;

• Advance phase 3 readiness and early start-up activities

Along with existing cash, the net proceeds from the Private Placement will prolong the cash runway into H2 2027, beyond the phase 2 interim readout expected in March / April 2027.

Background for the Private Placement

• Oncoinvent has guided on a late H2 2026 interim read-out in its phase 2 study, evaluating Radspherin in patients with peritoneal metastases from ovarian cancer

• Recruitment has accelerated meaningfully in 2026, with more patients recruited in the first 5 months than in 2025 as a whole

• • The Company has to date recruited 69 of the planned total of 108 patients

• To capitalize on this significant uptick in recruitment pace, the Company is considering a March / April 2027 read-out, at or close to full recruitment of the study. This new readout makes the current readout planned for H2 2026 redundant, and allows the readout to be based on twice the number of patients having completed the 9-month follow-up, significantly increasing the materiality of the results

• To finance this deliberate step in strengthening the quality of the underlying dataset, the Company is contemplating the Private Placement to finance operations through to this new key milestone and towards readiness for and start of a pivotal study in ovarian cancer

Pre-commitments and subscriptions by primary insiders

The Company's two largest shareholders have, subject to certain customary conditions, pre-committed to apply for Offer Shares in the Private Placement (the "Pre-Committed Investors"):

• Linc AB for approximately NOK 17.4 million, equivalent to their pro-rata share of 12.40%; and

• Hadean Ventures with associated parties ("Hadean") for approximately NOK 17.3 million, equivalent to their pro-rata share of 12.38%. Hadean is represented on the board of directors.

The Pre-Committed Investors will receive full allocation based on their pre-committed amounts.

The following primary insiders have indicated that they will subscribe for and will be allocated Offer Shares for the following subscription amounts:

·                Øystein Soug (CEO, through Abakus Invest AS) for NOK 300,000,

·                Ramzi Amri (CFO) for NOK 270,000

·                Gillies O'Bryan-Tear (Chairman of the Board) for ca. NOK 886,000

·                Gro Hjellum (COO) for NOK 45,000

·                Ingrid Akay (Board member, through Teakay Invest AS), pro rata, for ca. NOK 336,000

The Private Placement consists of (i) a first tranche with up to 1,109,000 Offer Shares ("Tranche 1") and (ii) a second tranche with a number of Offer Shares which results in a total transaction (i.e. both tranches) that equals the final offer size ("Tranche 2").  

All applicants who are allocated Offer Shares are expected to receive Offer Shares in Tranche 1, except for the Pre-Committed Investors, primary insiders  and certain existing shareholders, who are expected to receive Offer Shares in Tranche 2. All investors allocated Offer Shares in Tranche 1 will receive existing shares in the Company that are tradeable on Euronext Oslo Børs, facilitated by a share loan pursuant to a share lending agreement entered into between the Company, the Managers, and the Pre-Committed Investors (the "Share Lending Agreement").

Bookbuilding Period

The bookbuilding period for the Private Placement will commence today, 22 September 2026 at 16:30 (CEST) and close on 23 September 2026 at 08:00 (CEST) (the "Bookbuilding Period"). The Company and the Managers may, however, at their sole discretion, resolve to extend or shorten the Bookbuilding Period at any time and for any reason on short or without notice. If the Bookbuilding Period is extended or shortened, the other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards investors subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations (including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) are available.

Allocation and settlement

Allocation of Offer Shares will be determined by the Board, at its sole discretion, in consultation with the Managers, following the expiry of the Bookbuilding Period. The Board will focus on criteria such as (but not limited to) pre-commitments, existing ownership in the Company,  timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon and other criteria. The Pre-ommitted Investors will receive full allocation.

Notification of allocation and payment instructions are expected to be distributed by the Managers on or about 23 September 2026.

The new shares in Tranche 1 and Tranche 2 as well as the Retail Offer Shares (the "New Shares") will be issued by the Board pursuant to the board authorization granted by the general meeting of the Company held on 20 May 2026 (the "Board Authorisation"). The date for settlement of the Private Placement is expected to be on or about 25 September 2026, subject to any shortening or extension of the Bookbuilding Period. Settlement in Tranche 1 and in the Retail Offering expected to be made on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to the Share Lending Agreement. The Offer Shares allocated in Tranche 1 are hence expected to be tradable upon allocation.     

Offer Shares allocated in Tranche 2 will be delivered following registration of the share capital increase in the Norwegian Register of Business Enterprises ("NRBE").

Upon registration, up to 895,681 of such New Shares will be issued on the Company's existing ISIN, and will be delivered (i) first to investors who were allocated Offer Shares in Tranche 2 and (ii) thereafter as partial settlement of the share loan pursuant to the Share Lending Arrangement. These New Shares will be tradable from the time of registration with NBRE. The remaining New Shares will be issued on a separate, temporary ISIN pending approval by the Norwegian Financial Supervisory Authority (Norwegian: Finanstilsynet) of a listing prospectus and will be utilised to settle the remaining portion of the share loan pursuant to the Share Lending Arrangement. The New Shares delivered on the separate, temporary ISIN will thus not be listed or tradeable on Euronext Oslo Børs until such listing prospectus has been approved and published, expected during Q4 ] 2026.  

RETAIL OFFERING THROUGH NORDNET

To give retail investors the opportunity to participate on the same terms as institutional investors, the Company is also conducting the Retail Offering, facilitated through Nordnet. The Retail Offering is open to the public in Norway and allows individual investors to subscribe for new shares at the Offer Price, up to a maximum of the NOK equivalent of EUR 1 million in aggregate, subject to applicable exemptions from prospectus requirements and other applicable filing and registration requirements. Applications in the Retail Offering can be made through Nordnet's website from commencement of the Retail Application Period and must be submitted before the end of the Retail Application Period. Further information regarding payment and delivery in respect of the Retail Offering is available at: www.nordnet.no/aksjer/ipo-emisjon (http://www.nordnet.no/aksjer/ipo-emisjon). Information regarding the Retail Offering will be available around 16:45 (CEST) on 22 September 2026. The Retail Offering will not be carried out if the Private Placement is not completed. The Private Placement is not conditional on the Retail Offering. Each applicant in the Retail Offering accepts the following by placing an application through Nordnet's platform: an investment in the Retail Offer Shares is made solely at the applicant's own risk and is based on the applicant's own assessment of the Company and the Retail Offer Shares. An investment in the Retail Offer Shares is only suitable for investors who can afford to lose the investment amount. No prospectus or other document providing a similar level of disclosure has been prepared in connection with the Retail Offering. Allocation of Retail Offer Shares in the Retail Offering will be determined by the Board at its sole discretion following the expiry of the Retail Application Period. The Retail Offering is limited to a maximum total amount of the NOK equivalent of EUR 1 million.

Conditions for completion

Completion of the Private Placement is subject to (i) all necessary corporate resolutions required to implement the Private Placement, including the Board resolving to proceed with the Private Placement, allocate the Offer Shares and issue the Offer Shares pursuant to the Board Authorisation,  and (ii) the Share Lending Agreement remaining unmodified and in full force and effect.

The Private Placement may be cancelled if the above-mentioned conditions are not fulfilled and may be cancelled by the Company or the Managers in their sole discretion at any time and for any other reason and on short or without notice. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Lock-up

The Company, members of the Company's management and the Company's Board have agreed to a lock-up undertaking for a period of 180 calendar days subject to customary exemptions. Certain shareholders with board representation as well as Linc AB have agreed to a lock-up undertaking for a period of 180 days, subject to customary exemptions.

Equal treatment considerations and potential subsequent offering

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company expects to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Company expects to be in a position to complete the contemplated equity issue in today's market conditions in an efficient manner, at a higher subscription price and at significantly lower cost and with a lower completion risk than would have been the case for a rights issue.

The Company may, subject to completion of the Private Placement and certain other conditions, and subject also the prevailing market price of the Company's shares, resolve to carry out a subsequent repair offering (the "Subsequent Offering") of new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Launch of a Subsequent Offering, if carried out, will be contingent on the approval and publication of a prospectus. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.

Company presentation

An updated company presentation will be available at the Company's website: www.oncoinvent.com.

Advisors 

ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA are acting as Joint Global Coordinators and Joint Bookrunners in the Private Placement.

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in connection with the Private Placement.