Nykode Therapeutics ASA - Private Placement Completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 27 August 2026

Reference is made to the stock exchange notice published by Nykode Therapeutics
ASA ("Nykode" or the "Company", ticker code "NYKD") related to the contemplated
private placement in the Company (the "Private Placement"). 

The Company is pleased to announce that the Private Placement has been
successfully placed, raising approximately NOK 286 million in gross proceeds
through the allocation of 65,000,000 new shares (the "Offer Shares") at a
subscription price of NOK 4.40 per share (the "Offer Price"). 

The Private Placement was multiple times oversubscribed with substantial
interest from local and international investors. Rasmussengruppen, who is
represented on the board of directors of the Company (the "Board"), was
allocated its pro rata share of approximately 11% in the Private Placement and
Andenæsgruppen (with associated parties) who is also represented on the Board,
accepted a reduced allocation of 50% in order to allow allocation of a
satisfactory number of shares to international high-quality investors.

The net proceeds from the Private Placement will be used to: (i) strengthen
Nykode's position for potential partnering by development of VB.10.NEO
(including potential next-gen) and advancement of manufacturing enhancements,
(ii) support accelerated transition of abi-suva from phase 2 to phase 3, (iii)
explore expansion of abi-suva into locally advanced settings via a KOL-led
Investigator Initiated Trial (IIT) targeting early-stage patient population
recently validated by peer data, (iv) progress the Tolerance platform towards
first clinical development by identifying a lead program within H1 2027, and (v)
general corporate purposes.

Timeline and settlement 
Notifications of allocation and payment instructions are expected to be
communicated by the Managers to the applicants allocated Offer Shares on or
about 28 August 2026. 

The Offer Shares are expected to be tradable from 31 August 2026 (T+1) following
registration of the share capital increase pertaining to the Private Placement
with the Norwegian Register of Business Enterprises (the "NRBE"). Settlement and
delivery of Offer Shares will be made on a delivery-versus-payment (DVP) basis
on or about 1 September 2026 (T+2) and be facilitated by a pre-funding agreement
(the "Pre-funding Agreement") entered into between the Company and the Managers.

The Board has resolved to issue the Offer Shares in accordance with the
authorisation to issue new shares granted to the Board by the Company's annual
general meeting on 13 May 2026. Following registration of the share capital
increase pertaining to the issuance of the Offer Shares, the Company will have a
share capital of NOK 3,915,464.44, divided into 391,546,444 shares, each with a
nominal value of NOK 0.01.

Completion of the Private Placement is subject to (i) the Pre-funding Agreement
remaining unmodified and in full force and effect pursuant to its terms and
conditions, (ii) the share capital increase pertaining to the issuance of the
Offer Shares being validly registered with the NRBE and (iii) the Offer Shares
being validly issued and registered with the VPS (jointly, the "Conditions"). 

Allocations of Offer Shares
The following close associates of primary insiders of the Company have
subscribed for and been allocated Offer Shares at the Offer Price: 

* Rasmussengruppen AS, a close associate of primary insider Trygve Lauvdal,
member of the Board, was allocated 7,200,000 Offer Shares; and 

* Norda ASA and Victoria India Fund, close associates of primary insider
Christian Åbyholm, member of the Board, were each allocated 1,705,000 Offer
Shares. 

Further details will be released in a separate announcement.

Lock-ups
The Company, the members of the Board and the executive management have agreed
to a lock-up period of 180 days, and Rasmussengruppen and associated parties and
Andenæsgruppen and associated parties have agreed to a lock-up period of 90
days.  

Potential subsequent repair offering and equal treatment considerations 
The Private Placement represents a deviation from the existing shareholders'
pre-emptive right to subscribe for new shares in the Company. The Board has
carefully considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Public Limited Companies Act, the
rules of equal treatment set out in the continuing obligations for companies
admitted to trading on Euronext Oslo Børs and the guidelines on the rules of
equal treatment. The Board is of the opinion that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement. By structuring the transaction as a private placement, the Company
was able to utilize current market conditions to raise capital in an efficient
manner and with lower completion risk, which allowed the Company to raise
capital at a lower discount compared to a rights issue. On this basis, the Board
has concluded to not carry out a subsequent repair offering. 


Advisors
ABG Sundal Collier ASA, Arctic Securities AS and DNB Carnegie, a part of DNB
Bank ASA acted as joint global coordinators and joint bookrunners (the
"Managers") in the Private Placement. Advokatfirmaet Schjødt AS acts as legal
advisors to the Company.


Contact for Nykode Therapeutics ASA: 
[email protected]

Harald Gurvin, CFO
Tel: +47 975 20 363, Email: [email protected] 


Disclosure requirements
This announcement contains inside information pursuant to the EU Market Abuse
Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR
article 17 and section 5-12 the Norwegian Securities Trading Act. This stock
exchange announcement was published by Harald Gurvin, CFO at Nykode Therapeutics
ASA at the time and date stated above in this announcement.


IMPORTANT NOTICE

This announcement is not for publication or distribution in, directly or
indirectly, Australia, Canada, Japan, Hong Kong, Switzerland or the United
States or any other jurisdiction in which such release, publication or
distribution would be unlawful, and it does not constitute an offer or 
invitation to subscribe for or purchase any securities in such countries or in
any other jurisdiction where to do so might constitute a violation of the local
securities laws or regulations of such jurisdiction.

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 with any
securities regulatory authority of any state or other jurisdiction of the United
States and may not be offered, sold or transferred, directly or indirectly, in
or into the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Offer Shares are being offered and sold
(i) inside the United States to persons reasonably believed to be "qualified
institutional buyers" as defined in Rule 144A of the U.S. Securities Act and
(ii) outside the United States in accordance with Regulation S under the U.S.
Securities Act.

In any EEA Member State, this announcement is only addressed to and is only
directed at qualified investors in that Member State within the meaning of
Article 2(e) of the Prospectus Regulation, i.e., only to investors who can
receive the offer without an approved prospectus in such EEA Member State. The
expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (together
with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at persons who are "qualified investors", as defined in paragraph 15 of
Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and
who are: (i) persons having 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)
high net worth entities falling within Article 49(2)(a) to (d) of the Order; or
(iii) such other persons to whom it may otherwise lawfully be communicated (all
such persons being "Relevant Persons"). Securities issued by the Company are
only available to, and any invitation, offer or agreement to purchase securities
will be engaged in only with, Relevant Persons. These materials are directed
only at Relevant Persons and must not be acted on or relied on by persons who
are not Relevant Persons. 

The Managers are acting exclusively for the Company in connection with the
Private Placement and no one else and will not be responsible to anyone other
than the Company for providing the protections afforded to their respective
clients or for providing advice in relation to the Private Placement or any
transaction or arrangement referred to in this announcement.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company. Neither the Managers nor any of their respective
affiliates makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any responsibility for the contents of
this announcement or any matters referred to herein and each of them expressly
disclaims any obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as a result of
new information, future developments or otherwise.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
t to be used or considered as\
an offer to sell\, or a solicitation of an offer to buy any securities or a\
recommendation to buy or sell any securities of the Company. Neither the\
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Managers nor any of their respective affiliates accepts any liability arising\
from the use of this announcement.\