On May 15, 2023, STENOCARE announced that the company intends to carry out a preferential Rights Issue of shares and warrants of series TO 1 and TO 2. The initial Rights Issue, excluding TO 1 and TO 2, offers 2,335,224 new shares at subscription price per share of DKK 4.58. As the offer is for a unit, which includes two shares, the subscription price per unit is DKK 9.16, corresponding to, given a full subscription of the Rights Issue, gross proceeds in cash of DKK 10.7m and net proceeds, after transaction-related costs, in cash of DKK 8.5m. In addition to the initial rights issue, a unit consists of warrants of series TO 1 and TO 2. These warrants can, if fully subscribed to, provide the Company with an additional amount of approx. DKK 3.7-7.8 million and DKK 3.7-11.2 million in gross proceeds. Hence, the total gross proceeds, if all the steps of the Rights Issue are subscribed and exercised at maximum, amounts to DKK 29.7m.
The Company has received pre-subscription commitments amounting to DKK 3.2 million, or 30% of the initial Rights Issue, and guarantee commitments amounting to DKK 6.1 million, or 56.5%. Hence, the Rights Issue is secured to approximately DKK 9.3 million gross, or 86.5%. Several people from STENOCARE’s board and management have committed to pre-subscription, including CEO Thomas Skovlund Schnegelsberg (5.1% of initial Rights Issue), COO Søren Kjær (9.3%) and CFO Peter Bugge Johansen (1.9%).
The dilution effect from the initial Rights Issue, assuming fully subscribed of 2,335,224 new shares, amounts to approx. 16.7% for existing shareholders who do not exercise the allocated Unit Rights. Shareholders who do not participate in any part of the Issue could experience a dilution of a maximum of 28.6% if all the steps, including TO 1 and TO 2, of the Rights Issue are subscribed and exercised at maximum.
Furthermore, in addition to the Rights Issue, STENOCARE has received commitments to conversion of debt of DKK 3.1m, which is planned to take place in a separate, parallel directed issue on identical terms with the initial Rights Issue. However, this is conditional upon the granting of authorization at an Extraordinary General Meeting, expected to be held on June 13, 2023.
STENOCARE has identified three initiatives to which the funds from the Issue will be directed:
- Further scaling of the core business
- Investment in the completion and commercialization of the indoor cultivation facility
- Repayment of short-term debt
“On November 15, 2022, STENOCARE announced that the company added a new financial instrument, a convertible loan facility of up to DKK 11m, that enables the company to issue loans (convertible bonds) where the lenders have the opportunity to convert to shares at a price that is fixed to 25% above market-price on issue. STENOCARE also announced that the loan facility was expected to cover the company’s funding needs until the anticipated break-even by end of 2023. However, the company also communicated that the Board of Directors and management team are constantly monitoring opportunities to make investments and accelerate the STENOCARE 2.0 strategy to become a leading brand for medical cannabis in Europe. In connection with the Rights Issue, STENOCARE repeats its guidance of expected break-even by the end of 2023, why we see the Rights Issue as a step towards accelerating commercial activities and scale up sales, rather than monitor a worse-than-expected cash flow going forward.
The funds are expected to be used regarding continued investments to secure approval for new products, both in new and existing markets, something that is a result of investment in licenses, infrastructure and distribution.
Furthermore, the funds will also be used to finalize STENOCARE’s own cultivation facility, which is expected to start generating sales during 2024, upon approval from authorities. Thus, the funds are indeed expected to be used for accelerating commercial activities and scale up sales. However, all of the above are activities that is included in our financial forecasts for STENOCARE, why we expected the company to complete these activities without further capital injections, hence, the investments needed for this appears to be higher than we expected.
Going forward, we see it as important that STENOCARE continues to work with its four categories of assets, especially commercial and regulatory assets, to get new products approved and sold in both new and existing markets. Given STENOCARE’s track record, with 11 products approved in five regulated countries, we see that the company has a good opportunity to obtain approvals for new products, as well as the own cultivation facility, in order to scale up sales in the coming years and capitalize on the fast-growing medical cannabis market. Moreover, the repayment of debt will strengthen STENOCARE’s balance sheet, which is expected to result in better opportunities for growth going forward, as organic positive cash flows, which is expected in Q1-24, can be used to accelerate sales rather than repaying debt. Also, the fact that loan givers have committed to a conversion of debt to shares of DKK 3.1m, which is conditional upon the granting of authorization at an Extraordinary General Meeting, shows that loan givers believe in STENOCARE’s strategy and ability to create shareholder value going forward. Lastly, we see positively towards that several people from STENOCARE’s management and board have committed to pre-subscription, since we see this as an incentive to creating further shareholder value going forward.
In conclusion, Analyst Group sees the Unit Rights Issue as an initiative to accelerate commercial activities, hence scale up sales, as well as securing the supply chain, through getting more products approved and finalize the Company’s own cultivation facility. These are activities we expected to be finalized without further capital injections, however, the improved financial position, with the repayment of the short-term debt, puts STENOCARE in a position where the company can invest organic positive cash flow, expected from Q1-24, for further commercial activities rather than repaying debt. Hence, Analyst Group believes that STENOCARE is in a great position to keep capitalizing on a market with strong expected growth and deliver exponential revenue growth going forward”, says the analyst at Analyst Group covering STENOCARE.
About Warrants of Series TO 1
1 (one) Warrant of series TO1 gives the right to subscribe for 1 (one) new share in the Company during the exercise period from 1 December to 14 December 2023. The exercise price of Warrants of series TO 1 will be determined using the 10 day-VWAP prior to the first day of the exercise period, less 30%, with a minimum price of DKK 3.21 per share and a maximum price of DKK 6.70 per share.
About Warrants of Series TO 2
1 (one) Warrant of series TO 2 gives the right to subscribe for 1 (one) new share in the Company during the exercise period that is from 10 June to 21 June 2024. The exercise price of Warrant of series TO 2 will be determined using the 10 day-VWAP prior to the first day of the exercise period, less 30%, with a minimum price of DKK 3.21 per share and a maximum price of DKK 9.62.