Oncoinvent ASA - Successful Private Placement and Retail Offering

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Reference is made to the stock exchange announcement made by Oncoinvent ASA (the "Company") on 22 September 2026 regarding the launch of a private placement of new shares in the Company (the "Offer Shares") (the "Private Placement") at a fixed price per share of NOK 90.00 (the "Subscription Price"), and 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 and made through its facilities (the "Retail Offering", together with the Private Placement, the "Offering").

The Company is pleased to announce that the Offering has been successfully placed, through the allocation of 1,650,000 Offer Shares at the Subscription Price, raising gross proceeds to the Company of NOK 148.5 million.

"Oncoinvent is developing alpha radiation therapy for patients whose cancer has spread to the abdominal cavity, patients with few treatment options and a high risk of relapse. This financing lets us base a Phase 2 interim readout in ovarian cancer on a larger, more mature dataset, and push ahead with Phase 3 preparations. Thank you to Linc, Hadean Ventures and our other old and new shareholders for their support," said Øystein Soug, CEO of Oncoinvent.

"A more robust dataset gives Oncoinvent the strongest possible foundation for its next phase, and the Board firmly backs that approach. We're grateful for our shareholders' commitment, and with funding now secured beyond this milestone, we have full confidence in management's ability to deliver," said Gillies O'Bryan-Tear, Chair of the Board of Oncoinvent.

The Private Placement consisted of 1,531,000 Offer Shares (approximately NOK 137.8 million) and the Retail Offering consisted of 119,000 Offer Shares (approximately NOK 10.7 million).

The net proceeds from the Offering 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.

The Company's two largest shareholders pre-committed to apply for, and were allocated, Offer Shares in the Private Placement in the following amounts:

• Linc AB: Offer Shares for NOK approximately 17.4 million; and
• Hadean Ventures with associated parties ("Hadean"): Offer Shares for approximately NOK 17.3 million. Hadean is represented on the board of directors.

The following primary insiders applied for and were allocated Offer Shares for the following subscription amounts:

• Øystein Soug (CEO, through Abakus Invest AS): Offer Shares for NOK 299,970
• Ramzi Amri (CFO): Offer Shares for NOK 270,000
• Gillies O'Bryan-Tear (Chairman of the Board): Offer Shares for NOK 886,140
• Gro Hjellum (COO): Offer Shares for NOK 45,000
• Ingrid Akay (Board member, through Teakay Invest AS): Offer Shares for NOK 358,560
• Kari Grønås (Board member, through K og K AS): Offer Shares for NOK 29,880

Allocation and settlement

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

The Offer Shares have been allocated in two tranches: (i) a first tranche with 990,689 Offer Shares ("Tranche 1") and (ii) a second tranche with 541,311 Offer Shares ("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, Hadean and Linc AB (the "Share Lending Agreement").

The new shares in Tranche 1 and Tranche 2 as well as the Retail Offer Shares (the "New Shares") have been resolved issued by the Board pursuant to the board authorization granted by the general meeting of the Company held on 20 May 2026.

The date for settlement of the Private Placement is on or about 25 September 2026. Settlement in Tranche 1 and in the Retail Offering is 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 of the share capital increase, 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 NRBE. 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. 

Following registration of the share capital increase pertaining to the issuance of the New Shares in the Private Placement and Retail Offering, the Company's share capital will be NOK 1,532,103divided on 6,128,412 shares, each with a par value of NOK 0.25.

Conditions for completion

Completion of the Private Placement is subject to the Share Lending Agreement remaining unmodified and in full force and effect.

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 implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the allocation and issuance of shares in the Private Placement, the Board considered this deviation. The Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement is in compliance with the equal treatment requirements. By structuring the transaction as a private placement, the Company was able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue.

To mitigate the dilutive effects for the existing shareholders not participating in the Private Placement, the Company intends, subject to, inter alia, completion of the Private Placement, the prevailing market price of the Company's shares, the publication of a prospectus to be approved by the Norwegian Financial Supervisory Authority and certain other conditions, to carry out a subsequent repair offering of up to 200,000 new shares at the Subscription Price (the "Subsequent Offering"). The Subsequent Offering, if carried out, 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. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.

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 (jointly, the "Managers").

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