Nordic Nanovector and APIM Therapeutics Announce Merger Agreement

09 Nov 2022 21:38 CET

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· Merger to create a clinical-stage biotechnology company focused on advancing
a portfolio of oncology programmes including a Phase 1b/2a clinical study in
platinum-sensitive ovarian cancer and a Phase 2 clinical study in sarcoma
· Combined company is expected to have funding into 2024
· Companies will host a joint webcast on 10 November 2022 at 10:00 a.m. CET.
The associated slides can be found at www.nordicnanovector.com
· Completion of combination expected in Q4 2022, subject to certain terms and
conditions

Oslo and Trondheim, Norway, 9 November 2022

Nordic Nanovector ASA (OSE: NANOV) ("Nordic Nanovector" or the "Company") and
all shareholders of APIM Therapeutics ("APIM"), a privately held, clinical-stage
cancer-focused biotechnology company, today announce that they have entered into
a definitive merger agreement to combine the companies in an all-stock
transaction (the "Agreement"). Subject to completion of the Agreement, Nordic
Nanovector will purchase shares in APIM, and become the parent entity of APIM
(the "Transaction").

The Agreement follows the review that Nordic Nanovector conducted, in
conjunction with Carnegie Investment Bank, to optimise shareholder value
following its decision to discontinue the PARADIGME study for Nordic
Nanovector's lead asset Betalutin®.

About APIM Therapeutics

APIM Therapeutics, founded in 2010 in Trondheim, Norway, is a privately held,
clinical stage Norwegian biotechnology company developing first-in-class
molecules in oncology acting on a novel therapeutic intervention point with
potential broad application across a wide range of cancers.

APIM's lead drug candidate ATX-101 is a first-in-class peptide targeting PCNA
(Proliferating Cell Nuclear Antigen), a master regulator of cellular responses
to stress and in tumour cell evasion from therapy. In preclinical experiments,
ATX-101 has shown single agent activity in certain cancers and combinatorial
activity with more than 25 different anti-cancer drugs in different tumour
indications. A completed Phase 1 study in patients with advanced solid tumours
has delivered encouraging clinical data and shown that ATX-101 has a highly
favourable safety profile.

ATX-101 is currently being evaluated in platinum-sensitive ovarian cancer (Phase
1b/2a) and sarcoma (Phase 2) patients. Two pilot clinical studies, evaluating
ATX-101 in platinum-resistant ovarian cancer and glioblastoma are expected to
start in the second half of 2023.

APIM brings a highly competent and experienced management team, supported by
leading international key opinion leaders. To-date, APIM has raised
approximately NOK 210 million in equity and from other sources of funding. It is
backed by leading investors in Norway, including Sarsia Seed, Norsk
Innovasjonskapital III, Trond Mohn Stiftelse, Investinor and Birk Ventures.

Jan H. Egberts, Chairman of Nordic Nanovector, commented: "I am very pleased to
be able to announce our joining forces with APIM Therapeutics. This transaction,
which is backed by the Boards of both companies, is the result of an extensive
review that explored a range of strategic options for Nordic Nanovector. We
believe that this transaction presents an exciting opportunity for our
shareholders. We bring in ATX-101, a novel anti-cancer peptide currently in
Phase 2, which has significant potential for the treatment of multiple tumour
types and has already shown a highly favourable safety profile. In addition, the
combined company will have broad expertise in the discovery and development of
novel cancer therapies plus a robust discovery technology platform for
generating multiple new drug candidates in the future. I am confident that the
merger of the two companies is the start of a new and exciting phase for Nordic
Nanovector."

Erlend Skagseth, Chairman of APIM Therapeutics, commented: "Merging with Nordic
Nanovector is a significant milestone in our ambition to become a major player
in transforming the treatment of cancer. We have already made significant
progress with ATX-101, our lead oncology drug candidate, and we are looking
forward to announcing results from the two ongoing clinical studies. The
potential of ATX-101 is very significant given its unique mechanism of action.
We have generated exciting non-clinical and clinical data supporting its current
clinical development in indications with high unmet need, as well as its overall
potential to treat a plethora of additional cancer indications. This merger will
not only allow us to get access to public equity markets to support our growing
ambitions but also to create a strong pipeline and combine the expertise of the
two companies in oncology."

The Transaction and the Combined Entity

Nordic Nanovector has entered into the Agreement with Sarsia Seed AS, Trond Mohn
Stiftelsen, Norsk Innovasjonskapital III AS and Investinor Direkte AS together
with the remaining shareholders of APIM collectively holding 100% of the shares
in APIM on a fully diluted basis. Following and subject to completion of the
Transaction, Nordic Nanovector will own all issued and outstanding shares in
APIM on a fully diluted basis.

The Transaction is structured as an acquisition of shares in APIM by Nordic
Nanovector, with an equity valuation of APIM at NOK 439 million plus any net
cash raised prior to completion of the Transaction. Through the exercise of
existing warrants held by current APIM shareholders, a minimum of NOK 55 million
is contemplated to be raised prior to completion of the Transaction. This will
provide additional liquidity for the combined company.

Assuming Nordic Nanovector acquires 100% of the shares in APIM and NOK 55
million of warrants are exercised and subject to no other changes in the share
capital of APIM, a total of 372,126,641 new shares in Nordic Nanovector will be
issued as consideration shares (the "Consideration Shares") to APIM shareholders
corresponding to a price per Nordic Nanovector share of NOK 1.32769 and a market
cap of NOK 154.1 million. The price of the Consideration Shares has been fixed
based on a 10-days' volume weighted average of the traded share prices on Oslo
Børs in the period prior to and including 28 October 2022.

Upon completion of the Transaction, Nordic Nanovector will acquire 100% of the
shares in APIM (assuming NOK 55 million of warrants are exercised) and subject
to no other changes in the share capital of APIM (i) the former shareholders of
APIM Therapeutics will own approximately 76% of the post-Transaction combined
entity (the "Combined Entity"), and (ii) Nordic Nanovector's current
shareholders will own approximately 24%.

The Combined Entity will seek to retain the public listing on Oslo Børs and is
expected to be renamed in due course.

The key shareholders of APIM will enter into customary lock-up agreements for
the Consideration Shares, in favour of the Combined Entity, for a period of 12
months following completion of the Transaction.

The Combined Entity is expected to focus on:

· Advancing APIM's pipeline of oncology programmes, including multiple
clinical studies for its lead candidate ATX-101
· Evaluating the most optimal way to generate value from Nordic Nanovector's
portfolio of novel, preclinical- and clinical-stage CD37-targeting immunotherapy
programmes, and
· Exploiting APIM's novel therapeutic intervention strategy aiming to develop
and validate additional combinatorial drug treatments across multiple tumour
types

Management and Board - Significant experience in cancer drug discovery and
development

Upon completion of the Transaction, Jan H. Egberts, currently Chairman of Nordic
Nanovector is expected to become Chairman of the Board of Directors. In
addition, the Board of Directors are expected to consist of Malene Brondberg,
(current interim CEO and CFO of Nordic Nanovector), Erlend Skagseth, member
(current Chairman of APIM), Gökhan Batur, member (current board member of APIM)
and one additional board member to be appointed by the top four largest
shareholders in APIM Therapeutics. The Chair of the Nomination Committee in
Nordic Nanovector has been informed of the Agreement and it is expected that the
committee will assess the composition of the Board of Directors in relation to
the next annual general meeting in the Combined Entity.

Kostas Alevizopoulos is contemplated to take the role as CEO of the Combined
Entity, replacing Malene Brondberg, interim CEO and CFO of Nordic Nanovector,
who will join the Board of Directors of the Combined Entity.

Nordic Nanovector's experienced R&D team, led by Jostein Dahle, will also join
the Combined Entity following completion of the Transaction.

Conditions for the completion of the Transaction

The Transaction is subject to customary terms and conditions, including inter
alia the following being satisfied or waived by the parties:

· The general meeting of Nordic Nanovector approving the Transaction.
· The Combined Entity's continued listing on Oslo Børs
· A share capital increase by exercise of existing warrants issued by APIM
raising a minimum of NOK 55 million shall have been completed
· Nordic Nanovector having published an exemption document allowing listing of
the consideration shares on Oslo Børs

It is expected that an extraordinary general meeting in Nordic Nanovector will
be held on or about 1 December 2022. Completion of the Transaction is expected
in Q4 2022.

Update on Nordic Nanovector restructuring

Following the decision to discontinue PARADIGME announced on 5 July 2022, the
Nordic Nanovector Board decided to implement a restructuring of the Company. The
restructuring is now complete and as a result there are eight full-time
employees remaining in Nordic Nanovector. All outstanding larger contract
agreements have been terminated and will be closed in accordance with good
compliance practices.

The PARADIGME trial is currently being wound down and this is expected to be
concluded by the end of Q1 2023. The study results will be published in the
required public access databases thereafter.

Nordic Nanovector's stand-alone cash position at the end of 2022 is expected to
be in the region of NOK 95 million. Further commitments in relation to the
closure of PARADIGME extending into 2023 are expected to be in the region of NOK
25 million. As a result, the uncommitted net cash level at Nordic Nanovector is
expected to be approximately NOK 70 million excluding any costs associated with
the announced Transaction. In light of the announced transaction, Nordic
Nanovector will not report on Q3 2022 results.

The Combined Entity's cash position, based on current estimates at signing of
the Agreement, is expected to support its operation into 2024.

Advisers

Carnegie Investment Bank is acting as financial advisor to Nordic Nanovector.
Advokatfirmaet Selmer AS is acting as legal advisor to Nordic Nanovector and
KPMG AS assisted Nordic Nanovector with financial due diligence and fairness
opinion. Advokatfirmaet Schjødt AS is acting as legal advisor to APIM.

Webcast

Nordic Nanovector and APIM Therapeutics will host a joint webcast at 10:00 CET
on 10 November followed by a Q&A session. To join the webcast please sign up via
Nordic Nanovector's website www.nordicnanovector.com. The associated slides can
be found at www.nordicnanovector.com

Contacts

Nordic Nanovector

Jan H. Egberts, Chairman of Nordic Nanovector
+31 614672518
janegberts@aol.com

Frazer Hall / Mark Swallow (MEDiSTRAVA Consulting)
+44 203 928 6900
nordicnanovector@medistrava.com

APIM Therapeutics

Kostas Alevizopoulos, Chief Executive Officer
+41 78 752 7002
kalevizo@apimtherapeutics.com

About Nordic Nanovector:

Nordic Nanovector is committed to develop and deliver innovative therapies to
patients to address major unmet medical needs and advance cancer care. The
Company's pipeline includes:

· Betalutin® and Humalutin®, both CD37-targeting radioimmunotherapies
incorporating the beta emitter lutetium-177 to treat non-Hodgkin's lymphoma
(NHL);
· Alpha37, a CD37-targeting radioimmunotherapy candidate incorporating the
alpha-emitting radionuclide lead-212, currently being explored with partner
Oranomed for chronic lymphocytic leukaemia;
· Multiple fully humanized anti-CD37 antibodies with potential in
haematological cancers and autoimmune diseases; and
· A CD37 DOTA CAR-T cell opportunity in haematological cancers, which is being
advanced via a research collaboration with the University of Pennsylvania.

Further information can be found at
www.nordicnanovector.com (https://nam10.safelinks.protection.outlook.com/?url=ht
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KcIhc5hpqa4eLFZk%3D&reserved=0).

Important information

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Malene Brondberg, interim CEO and CFO of
Nordic Nanovector ASA, at the time and date stated above in this announcement.

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.

Matters discussed in this announcement constitute forward-looking statements.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as "believe", "expect", "anticipate", "strategy",
"intends", "estimate", "will", "may", "continue", "should" 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 Nordic Nanovector 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.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. Nordic Nanovector undertakes no obligation to review, update, confirm,
or to release publicly any revisions to any forward-looking statements to
reflect events that occur or circumstances that arise in relation to the content
of this announcement.

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.

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