Alligator publishes supplementary prospectus

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

Alligator Bioscience AB (publ) (“Alligator” or the “Company”) has prepared a second supplementary prospectus (the “Supplement Prospectus”) to the prospectus regarding invitation to subscribe for units (the “Rights Issue”) which was approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) on 26 April 2023, and published by the Company on the same day (the “Prospectus”) and the supplement prospectus that was approved by the Swedish Financial Supervisory Authority on 9 May 2023 and published by the Company on the same day (the “Supplement Prospectus 1”).

The Supplement Prospectus has been prepared as Alligator on 11 May 2023 through a press release announced that Orion Corporation, a global pharmaceutical company based in Finland, has selected bispecific lead antibodies and is exercising its option to develop these molecules under the existing research collaboration and license agreement between Alligator and Orion Corporation.

The Supplement Prospectus has been prepared in accordance with Article 23 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) and was approved by the Swedish Financial Supervisory Authority on 12 May 2023. The Supplement Prospectus is to be considered a part of, and shall be read in connection with, the Prospectus and the Supplement Prospectus 1. The Prospectus, the Supplement Prospectus 1 and the Supplement Prospectus (together the ”Prospectuses”) are available on the Company’s, Aktieinvest FK AB’s and Redeye AB’s respective websites (www.alligatorbioscience.com, www.aktieinvest.se and www.redeye.se), and will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se).

Investors who, prior to the publication of the Supplement Prospectus, have applied or in any other way consented to subscription of units in the Rights Issue have, according to Article 23 in the Prospectus Regulation, the right to withdraw their application or consent within two business days from the publication of the Supplementary Prospectus, i.e. until and including 16 May 2023. Withdrawal shall be made in writing to Aktieinvest FK AB, Emittentservice, P.O. Box 7415, SE-103 91 Stockholm, Sweden, or via email to emittentservice@aktieinvest.se. Investors who have applied for subscription of units through a nominee shall contact their nominee regarding withdrawal. Application which is not withdrawn within said time will remain binding and investors who wish to keep their application for units do not need to take any actions.

For complete terms and conditions and other information regarding the Rights Issue, please refer to the Prospectus.

Advisers
DNB Markets, a part of DNB Bank ASA, Sweden Branch and Redeye AB act as Joint Global Coordinators in connection with the Rights Issue. Setterwalls Advokatbyrå AB acts as legal adviser to Alligator in connection with the Rights Issue. Aktieinvest FK AB acts as the issuing agent in connection with the Rights Issue.

IMPORTANT INFORMATION

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Alligator. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden.

This release is not a prospectus in accordance with the definition in the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Alligator. Any invitation to the persons concerned to subscribe for units in Alligator has only been made through the Prospectuses published by the Company on 26 April 2023, 9 May 2023 and 12 May 2023, respectively. The Prospectuses have been approved and registered by the Swedish Financial Supervisory Authority and have been published on
https://alligatorbioscience.se/en/investors/preferential-rights-issue-q2-2023/. The approval should not be considered as an endorsement of the Company or as an endorsement of the quality of the securities that are the subject of the Prospectuses and does not indicate that the Swedish Financial Supervisory Authority guarantees that the facts in the Prospectuses are correct or complete. Investors should make their own assessment as to the suitability of investing in the Company’s securities. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectuses. Thus, investors are encouraged to review the Prospectuses in their entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Alligator have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

DNB Markets, a part of DNB Bank ASA, Sweden branch and Redeye AB are acting for Alligator in connection with the transaction and no one else and will not be responsible to anyone other than Alligator for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

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