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Highlights
- Financing intended to strengthen Zelluna’s position as the Company approaches initial clinical data and enhance financial flexibility to pursue future strategic opportunities.
- Advancing ZI-MA4-1, the world’s first MAGE-A4-targeting off-the-shelf TCR-NK therapy in clinical development, designed for scalable treatment of solid tumours. First clinical site activated, with second clinical site expected to be activated shortly as planned
- On track for initial clinical data to emerge from mid-2026
- Supported by around NOK 35 million of pre-commitments from existing shareholders
- Capital raise includes both a Private Placement and a retail offering facilitated by Nordnet Bank AB
17 June 2026: Zelluna ASA (the “Company”) has engaged ABG Sundal Collier ASA as manager and bookrunner (the “Manager”) to advise on and effect a contemplated private placement (the “Private Placement”) of new ordinary shares in the Company (the “Private Placement Shares”), each with a nominal value of NOK 1.00, to raise gross proceeds of approximately NOK 45-50 million. The subscription price per Private Placement Share (the “Subscription Price”) will be determined through an accelerated bookbuilding process.
In addition, the Company intends to conduct a separate retail offering of new ordinary shares in the Company (the “Retail Offer Shares” and together with the Private Placement Shares, the “Offer Shares”) at the Subscription Price and directed towards certain Norwegian 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 their facilities (the “Retail Offering” and together with the Private Placement, the “Offerings”). The Retail Offering is in addition to, and not part of, the Private Placement. No allocation volume will be shifted between the Offerings. The Manager is not acting as bookrunner in the Retail Offering.
Use of Proceeds
The net proceeds from the Offerings will primarily be used to support continued enrolment and treatment of additional patients in the Company’s Phase 1 study of ZI-MA4-1, continued development of the TCR-NK platform, and for general corporate purposes. The proceeds are expected to provide Zelluna with increased financial flexibility and operational runway as it begins generating initial clinical data, enabling the Company to pursue strategic M&A and partnering opportunities as the lead programme advances.
With initial clinical data expected to emerge from mid-2026, Zelluna is entering an important phase in its development. By strengthening its financial position ahead of these data readouts, the Company aims to maintain strategic flexibility as the lead programme advances and initial human data become available.
Pre-Commitments
A group of larger shareholders, including Gjelsten Holding AS, Sundt AS and associated partners, Radforsk Investeringstiftelse, Norda ASA, MP Pensjon and Oxford Investors (a group of international private investors with strong track-record within the Life Science industry) (the “Pre-Committing Shareholders”) have pre-committed to subscribe for, and will be allocated, Private Placement Shares at the Subscription Price totalling up to around NOK 35 million, reflecting their continued confidence in and support for the Company. The Private Placement is covered based on pre-commitments described above and additional interest indications received from investors during the pre-sounding phase of the transaction.
Retail Offering Through Nordnet
To give retail investors the opportunity to participate on the same terms as institutional investors, the Company is conducting a parallel retail offering through Nordnet. The Retail Offering is open to the public in Norway and allows individual investors to subscribe for new shares at the same Subscription Price as in the Private Placement, 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 (as defined below).
Further information regarding payment and delivery in respect of the Retail Offering is available at: www.nordnet.no/aksjer/ipo-emisjon. Information regarding the Retail Offering will be available around 16:45 CEST on 17 June 2026.
The Retail Offering is incidental to the Private Placement and 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.
Application Period and Allocation
The bookbuilding period for the Private Placement will commence today, 17 June 2026 at 16:30 CEST and close on 18 June 2026 at 08:00 CEST (the “Private Placement Application Period”). The application period for the Retail Offering will commence today, 17 June 2026 at 16:30 CEST and close at 21:00 CEST (the “Retail Application Period”).
The Manager and the Company may, however, at any time resolve to close or extend the Private Placement Application Period and/or the Retail Application Period on short or without notice, or to cancel the Private Placement and/or the Retail Offering in their entirety. If the Private Placement Application Period and/or the Retail Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
In the Private Placement, any application received by the Manager (whether in writing or by taped phone) becomes binding at the end of the Private Placement Application Period and may not be withdrawn or amended after such time.
Allocation and final number of Private Placement Shares to be issued will be determined at the end of the Private Placement Application Period by the Board in its sole discretion, after input from the Manager, based on allocation criteria such as (but not limited to) pre-commitments, existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board reserves the right at its sole discretion, to reject and/or reduce any applications, in whole or in part. There is no guarantee that any potential investor will be allocated Private Placement Shares, other than the Pre-Committing Shareholders.
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. Allocations will be reduced at the Board’s discretion should demand exceed this limit.
Notification of allocation and settlement instructions for the Private Placement is expected to be sent by the Manager on or about 18 June 2026, subject to any shortening or extension of the Private Placement Application Period.
Conditions for Completion
Completion of the Offerings by delivery of the Offer Shares to applicants in the Offerings (“Applicants”) is subject to: (i) all necessary corporate resolutions required to implement the Private Placement and the Retail Offering being validly made by the Company, including without limitation, the Board resolving to allocate and issue the Offer Shares pursuant to the board authorisation to issue new shares granted by the Company’s annual general meeting held on 23 April 2026 (the “Board Authorisation”), and (ii) the SLA being in full force and effect (the “Conditions”).
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Offerings prior to notification of allocation. If the Conditions are not satisfied, the Offerings may be revoked or suspended without any compensation to Applicants. Neither the Company nor the Manager will be liable for any losses incurred by Applicants if the Offerings are cancelled, irrespective of the reason for such cancellation.
The Private Placement is not conditional on completion of the Retail Offering. The Retail Offering is conditional on completion of the Private Placement and will not be carried out if the Private Placement is not completed.
Settlement and Dates
The Offer Shares allocated to Applicants in the Private Placement and/or the Retail Offering will be settled on a delivery versus payment (“DVP”) basis. The Offer Shares allocated to applicants in the Private Placement and Retail Offering, respectively, will be settled by delivery of existing and unencumbered shares in the Company already listed on Euronext Oslo Børs, pursuant to a share lending agreement entered into between the Manager, the Company and Radforsk Investeringsstiftelse and Gjelsten Holding AS as share lenders (the “SLA”), in order to facilitate prompt DVP settlement.
Subject to any shortening or extension of the Private Placement Application Period and/or the Retail Application Period, and subject to delivery to the Manager of borrowed shares under the SLA, the Offer Shares are expected to commence trading on Euronext Oslo Børs on or about 18 June 2026. Settlement of the Offer Shares is expected to take place on or about 22 June 2026. The Offer Shares will be delivered to the Applicant’s VPS account as soon as practicable after full payment has been received and the Conditions have been met.
The share loan pursuant to the SLA will be settled with new shares in the Company to be issued pursuant to the Board Authorisation.
Advisors
The Company has appointed ABG Sundal Collier ASA as Manager and Bookrunner in relation to the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
For more information, please visit www.zelluna.com or contact:
Namir Hassan, CEO
Email: namir.hassan@zelluna.com
Phone: +44 7720 687608
Geir Christian Melen, CFO
Email: geir.christian.melen@zelluna.com
Phone: +47 913 02 965
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This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Joachim Midttun, Finance Manager in Zelluna ASA on 17 June 2026 at 16:45 (CEST).
About Zelluna ASA
Zelluna ASA (OSE: ZLNA) is a Company pioneering allogeneic ‘off-the-shelf’ T Cell Receptor-based Natural Killer (TCR-NK) cell therapies for the treatment of solid cancers. The company’s platform combines the innate killing power of NK cells with precise solid tumour targeting of TCRs, designed to address the limitations of current cell therapies in solid tumours. The company’s lead candidate, ZI-MA4-1, is the world’s first MAGE-A4 targeting TCR-NK therapy expected to enter clinical trials in 2026. Zelluna is headquartered at the Oslo Cancer Cluster Innovation Park in Oslo, Norway and is listed on the Oslo Stock Exchange under the ticker ZLNA.