The Finnish Financial Supervisory Authority has approved a supplement to the Prospectus prepared for approval of the project plan by the US Department of Defense
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Finnish Financial Supervisory Authority has today on June 20, 2022, approved a supplement (“Supplement”) to the Prospectus prepared for approval of the project plan by the US Department of Defense as well as the effect of the new information on the Subscription Period of the Offering.
The supplement relates to the company release published by Medicortex Finland Plc (”Medicortex” or the ”Company”) on June 17, 2022, according to which Medicortex announced approval of its project plan by the US Department of Defense (“DoD”) and starting negotiations on a research grant. Admission of the prospective funds and the amount of money will only be confirmed during the negotiation and grant preparation phase, however, in Company’s view the approval of the plan and the budget substantially enhances the chance for the Company to get the grant
Medicortex has an initial public offering (“IPO”, “Offering”) underway and the Company has applied for listing at Nasdaq First North Growth Market Finland. The Company has composed a prospectus (“Prospectus”), which the Finnish Financial Supervisory Authority (“FIN-FSA”) approved on 9 June 2022. Following the new information above, the Company has compiled a supplementation document (“Supplement”) for the Prospectus. FIN-FSA has approved the Supplement on 20 June 2022. The Prospectus and the Supplement are available electronically on the Company’s website at https://sijoittajat.medicortex.fi/ as well as in Company’s registered address at Itäinen Pitkäkatu 4 B, 20520 Turku. In addition, the Prospectus and the Supplement are available at Nordnet Bank AB’s website at www.nordnet.fi/fi/medicortex.
Due to the supplement to the Prospectus, the Board of Directors has resolved on 17 June 2022 to extend the Subscription Period of the Offering in accordance with the terms and conditions of the Offering until 27 June 2022. Accordingly, the Subscription Period will end on 27 June 2022 at 16:30 (Finnish time).
Nordic Certified Adviser AB acts as the Company’s Certified Adviser under the First North Nordic Rulebook. The Company has appointed Göteborg Corporate Finance AB (“GCF”) to act as the Financial Adviser for the Offering.
Since the Prospectus has been be supplemented, the investors who have committed to subscribe for shares before the publication of a supplement or correction of the Finnish Prospectus have, in accordance with the Prospectus Regulation, the right to withdraw their Commitments within at least three (3) working days after the supplement or correction has been published. In addition, the use of the withdrawal right requires that the error, shortcoming or significant information that led to the supplement or correction arose or was noted before the closing of the Offering’s Subscription Period. If an investor wants to withdraw the Commitment under the above-mentioned right to withdraw a Commitment, the withdrawal of a Commitment must be notified in writing to the Subscription Place within the time limit set for such withdrawal. A written withdrawal request must be sent within the set time limit to email@example.com. The Commitment submitted by Nordnet’s own customers via Nordnet’s online service can be withdrawn via Nordnet’s online service by accepting the separate withdrawal of Commitment by using Nordnet’s bank identifier. The possible withdrawal of a Commitment concerns the entire Commitment. After the period entitling to the withdrawal right has lapsed, the withdrawal right no longer exists. If the Commitment is withdrawn, the Subscription Place refunds the sum paid to the bank account specified in the Commitment. The funds will be refunded as soon as possible after the withdrawal, approximately within five (5) banking days from the withdrawal notice has been issued to the Subscription Place. If an investor’s bank account is in a different bank than the Subscription Place, the refund will be paid to the investor’s bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. No interest will be paid on such repaid funds.
Nordic Certified Adviser AB
Tel. +46 707 94 90 73
The Offering nor the information herein does not apply to people resident in Australia, South-Africa, Hong Kong, Japan, Canada, New Zealand or the United States or in any other country where it would be prohibited by local laws or other regulations. 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 under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S), unless registered under the U.S. Securities Act or pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States.
The Offering is governed by the laws of Finland.
Full terms, conditions and instructions for the IPO are available in the Prospectus that is prepared by Medicortex in connection with the IPO. The prospectus, as approved by the Finnish Financial Supervisory Authority (Finanssivalvonta), is published on the Company’s website at https://sijoittajat.medicortex.fi/. An English translation (“Prospectus”) of the official Finnish prospectus is also available. Approval by the FIN-FSA of the Finnish Prospectus shall not be considered as an endorsement of the issuer that is the subject of the Finnish Prospectus.
Investment in the offer shares involves risks. The principal risk factors are discussed in the Prospectus.
Prospective investors should, prior to making an investment decision, carefully acquaint themselves with the entire Prospectus. The investors should, based on their own assessment, consult their own advisers before subscribing for the offer shares. Investors should make an independent assessment of the legal, tax, business, financial and other consequences and risks of subscribing for or purchasing the offer shares.
The information contained in the Prospectus, was given on the date of the Prospectus. Neither the delivery of the Prospectus nor any offering, sale or distribution based thereon shall mean that all the information contained in the Prospectus would be correct in the future or that no changes would have taken place in respect of the business of the Company, which may result in or have resulted in a material adverse effect on the Company’s business operations, operating result or financial position as of the date of the Prospectus.
In a number of countries, in particular in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa, the distribution of the Prospectus and the offer of the offer shares is subject to statutory restrictions such as registration, listing and listing conditions. The offering of the offer shares does not apply to persons in any jurisdiction where such offer would be illegal. No action has been or will be taken by the Company or the Financial Adviser to permit the holding or distribution of the Prospectus (or any other offering or disclosure materials relating to the Offering) in any jurisdiction where such distribution may result in a violation of any laws or regulations.
The offer shares may not be offered or sold, directly or indirectly, and the Prospectus or any other documents or advertisements related to the offer shares may not be distributed or published in any jurisdiction where this would violate any laws or regulations. No action has been or will be taken by the Company or the Financial Adviser to permit a public offering of the offer shares outside Finland, Sweden or Denmark. However, the offer shares may be offered to qualified investors in member states of the European Economic Area (EEA), if any of the exceptions in the Prospectus Regulation are applicable.
The offer shares have not been, and will not be, registered under the U.S. Securities Act or with any securities authority of any state of the United States. The offer shares may not, with certain exceptions, be offered, sold, exercised, pledged, transferred or delivered, directly or indirectly, in or into the United States. In addition to the United States, the legislation of certain other countries may restrict the distribution of the Prospectus. The Prospectus must not be considered an offer of securities in such country, where offering of offer shares would be forbidden. The offer shares may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into such country.
Neither the Company nor the Financial Adviser accepts any legal responsibility for persons who have obtained the Prospectus in violation of these restrictions, irrespective of whether these persons are prospective subscribers or purchasers of the offer shares.
Investors must not construe the contents of this announcement or the Prospectus as legal, investment or tax advice. Each investor should consult such investor’s own counsel, accountant or business advisor as to legal, investment and tax advice and related matters pertaining to the Offering, if they deem it necessary.
Certain statements in this communication are forward-looking statements. They are based on the views of the Company’s management, as well as the understanding and assumptions of the Company’s management based on the information available at present, and due to this, they may be forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, which may result in that the Company’s actual future results, operations, achievements and performance of the sector may differ significantly from the results, operations, achievements and performance specifically or indirectly indicated in such forward-looking statements. Such risks, uncertainties and other important factors include, among other things, risks related to the implementation of the Company’s strategy and availability of financing, general economic and market situation and other risks described in the Prospectus. Forward-looking statements are not a guarantee of the Company’s operational or financial performance in the future.
About Medicortex Finland Oyj
Medicortex Finland Oyj is a biotechnology company dedicated to improving the diagnostics and treatment of Traumatic Brain Injury (TBI). Its current focus is on developing biomarker diagnostics to detect brain injury easily. The company has technology to capture biomarkers from urine and saliva and capability to develop an affordable diagnostic tool to detect biomarkers. Company's second goal is to develop new compounds to serve as drug candidates to halt progression of brain injury and reduce the secondary degeneration. Medicortex was founded by an Israeli Neurobiologist Adrian Harel (PhD, MBA) and the company is based in Turku, Finland.