CHOSA Oncology AB resolves on a directed issue of units of initially approximately SEK 7.3 million

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This English-language version is a translation of the original Swedish stock exchange release. In the event of any discrepancies between the English translation and the Swedish original, the Swedish version shall prevail.

The Board of Directors of CHOSA Oncology AB (“CHOSA” or the “Company”) has today, pursuant to the authorization granted by the annual general meeting held on 13 June 2025, resolved to carry out a directed issue of units consisting of shares and warrants of series TO3 of initially approximately SEK 7.3 million (the “Directed Issue”). Upon full exercise of the warrants of series TO3, the Company may receive an additional maximum of approximately SEK 9.2 million before issue costs in November 2026. The Directed Issue is directed to existing shareholders and external investors. The purpose of the Directed Issue is to raise capital to accelerate commercialization, clinical establishment and continued value creation.

“Our latest clinical results confirm the clinical and commercial strength of Platin-DRP®. The capitalization provides us with financial flexibility to focus on market approval, partnerships and broad clinical implementation. With a validated and scalable technology, we address a significant medical need and create favorable conditions for continued value creation,” says Peter Buhl Jensen, CEO of CHOSA.

Background and use of the issue proceeds
CHOSA is a precision oncology company that develops and commercializes its proprietary and clinically validated gene expression technology DRP®, which enables prediction of which cancer patients benefit from platinum-based treatment. The Company recently presented strong clinical evidence showing that Platin-DRP® can predict survival in lung cancer patients, as well as additional data that broaden the commercial reach through compatibility with NanoString - a diagnostic workflow already used in clinical routine. This marks an important commercial and regulatory milestone for the Company. Against the backdrop of a significant medical need, a rapidly growing addressable market and increasing interest in partnerships, CHOSA is now carrying out the Directed Issue to accelerate commercialization, clinical establishment and continued value creation.

The Directed Issue and full exercise of warrants of series TO3 secure financing until Q3 2027. The use of the issue proceeds is presented below.
•  Conduct of retrospective studies of PD(L)-1, or bispecific drugs, in combination with platinum-based treatment – approximately 20 percent of the issue proceeds
•  Sale of the test to hospitals and/or pharmaceutical owners via distribution partners – approximately 15 percent of the issue proceeds
•  Partnerships with owners of originator drugs or biosimilars – approximately 15 percent of the issue proceeds
•  Preparations for market approval – approximately 10 percent of the issue proceeds
•  Adaptation/integration into clinical guidelines – approximately 10 percent of the issue proceeds
•  Scaling of logistics and user experience (UX) for global operations – approximately 10 percent of the issue proceeds
•  Other administrative tasks – approximately 20 percent of the issue proceeds

Should the warrants of series TO3 not be exercised, or only be partially exercised, the Company intends to explore alternative financing options such as additional capital raising, debt financing, or to conduct operations at a slower pace than planned.

Milestones and value-driving activities 2026
Planned milestones over the coming nine months include initiation of strategic collaborations with leading international hospitals, clinical experts and pharmaceutical developers within PD(L)-1 and platinum-based combination therapies, presentation of complete clinical data from conducted studies at international scientific conferences, and readouts of additional clinical study data. Furthermore, the Company intends to initiate regulatory processes with the FDA and EMA and to commence commercialization of the DRP® test for research and clinical trial purposes, including in collaboration with a major player in genetic diagnostics.

Terms of the Directed Issue
The Board of Directors has today, pursuant to the authorization granted by the annual general meeting on 13 June 2025, resolved to carry out the Directed Issue in accordance with the following principal terms:

•          The Directed Issue comprises 8,967,786 units. Each unit consists of one (1) newly issued share and one (1) warrant of series TO3, meaning that a total of 8,967,786 shares and 8,967,786 warrants of series TO3 will be issued.

•          The subscription price is SEK 0.82 per unit, corresponding to SEK 0.82 per share. The warrants are issued free of charge. The subscription price in the Directed Issue has been determined by the Board of Directors following arm’s length negotiations with investors and in consultation with the Company’s financial adviser and corresponds to a discount of approximately 11 percent compared to the volume-weighted average price (VWAP) of the Company’s share on Spotlight Stock Market during the 10 trading days up to and including 16 January 2026. In the assessment of the Board of Directors and the financial adviser, the subscription price is in line with market conditions.

•          Through the Directed Issue, the Company will initially receive approximately SEK 7.3 million before deduction of issue costs, which are estimated to amount to approximately SEK 0.7 million.

•          Upon full exercise of warrants of series TO3, the Company may receive an additional maximum of approximately SEK 9.2 million before issue costs in November 2026.

•          The following existing shareholders are subscribers in the Directed Issue:

  • Avium Fund I ApS (1,194,146 units)
  • Nels Holding Aps (351,219 units)
  • Adam Levysohn (351,219 units)
  • Sorgenfri no. 1 (351,219 units)
  • Sidse Dahlin (175,609 units)
  • Kuglepen invest ApS (175,609 units)
  • Advokatanpartsselskabet af 01.09.2012 ApS (175,609 units)
  • LSH Holding Aps (175,609 units)
  • MAMAO Holding ApS (175,609 units)
  • Biotech fund ApS (175,609 units)
  • AMO Holding (175,609 units)
  • Magnus Hackmann (87,804 units)

•          The following subscribers are new external investors in the Directed Issue:
o  Rasmus Hother (878,048 units)
o  Knud Erik Andreassen (878,048 units)
o  Daniel Nilsson (731,707 units)
o  Jesper Jønby Michelsen (702,439 units)
o  Matos Invest ApS (439,024 units)
o  D.P. Meyer Consultancy L2M (351,219 units)
o  Unterholdning ApS (351,219 units)
o  Jon Black Andersen (175,609 units)
o  Søren Houmøller (175,609 units)
o  Henrik Mikkelsen (175,609 units)
o  Nidia Finans ApS (175,609 units)
o  Linnea Andreassen (175,609 units)
o  Michala Nathan (87,804 units)
o  Rigmor Pedersen (35,121 units)
o  Regitze Pedersen (35,121 units)
o  Hold Com ApS (35,121 units)

Prior to the Directed Issue, the Board of Directors has made an overall assessment and carefully considered the possibility of raising the necessary capital through a rights issue but considers that this would, for example, entail a risk that the Company would not be able to meet its capital needs while at the same time maintaining an optimal capital structure. The Board of Directors has, inter alia, considered the following:

• The Directed Issue is carried out at a subscription price determined through arm’s length negotiations between the Company and participating investors in consultation with the Company’s financial adviser. The subscription price corresponds to a discount of approximately 11 percent compared to the volume-weighted average price (VWAP) of the Company’s share on Spotlight Stock Market during the 10 trading days up to and including 16 January 2026. In the assessment of the Board of Directors and the financial adviser, the subscription price is in line with market conditions. A rights issue would, in all likelihood, have required a substantial discount, which would have resulted in significant dilution effects for the Company’s existing shareholders. From a shareholder perspective, a rights issue at a discounted price would also entail a risk of a negative impact on the share price. The Company carried out a rights issue in the summer of 2025 with a low participation rate; consequently, there is significant uncertainty regarding the participation rate in a rights issue and thus also regarding the amount of capital the Company could receive through such an issue.
• The Directed Issue also enables the Company to broaden and strengthen its shareholder base with new long-term external investors. A stronger shareholder base contributes to increased security and stability for both the Company and its shareholders. In addition, the participation of a few larger existing shareholders has been a key factor in this process. Their commitment has served as a clear signal of confidence to the market and has helped attract new investors by demonstrating confidence in the Company’s strategy, governance and future potential.
• The Company is in need of working capital, and through the Directed Issue the Company can strengthen its balance sheet in a challenging market environment.
• A rights issue would also be significantly more time- and resource-intensive, particularly in view of the work and costs associated with underwriting commitments and documentation. Through the determined efforts of the Board of Directors and the Company’s advisers, the financing can be carried out in a time- and cost-efficient manner, which the Board of Directors believes will lead to a favorable outcome.

 

Against the background of the above, the Board of Directors has concluded that the Directed Issue, in accordance with the presented terms, constitutes a better alternative for all shareholders than a rights issue with a significant discount in relation to the prevailing market price. The Board of Directors’ overall assessment is therefore that the reasons stated for the Directed Issue outweigh the reasons for a rights issue under the main rule, and that the financing should be considered to be in the best interest of both the Company and its shareholders.

 

Warrants of series TO3
One (1) unit in the Directed Issue consists of one (1) share and one (1) TO3. Warrants of series TO3 are issued free of charge. One (1) TO3 entitles the holder to subscribe for one (1) new share. The exercise price for TO3 amounts to SEK 1.025 per new share, corresponding to 125 percent of the subscription price per share in the Directed Issue. TO3 may be exercised for subscription of new shares in CHOSA during the period 3–17 November 2026. TO3 will not be subject to trading on Spotlight Stock Market.

Shares, share capital and dilution
The Directed Issue will initially increase the number of shares by 8,967,786, from 78,895,886 to 87,863,672 shares. The share capital will increase by SEK 1,614,201.48, from SEK 14,201,259.48 to SEK 15,815,460.96. The Directed Issue entails a dilution effect of approximately 10.2 percent of votes and capital, calculated based on the number of shares in the Company after the Directed Issue.

If all warrants of series TO3 issued in the Directed Issue are fully exercised for subscription of new shares in the Company, the share capital will increase by an additional SEK 1,614,201.48, from SEK 15,815,460.96 to SEK 17,429,662.44, and the total number of shares will increase by 8,967,786 shares, from 87,863,672 shares to 96,831,458 shares. This entails an additional dilution from the warrants of series TO3 of approximately 9.3 percent.

The Directed Issue and full exercise of warrants of series TO3 entail a total dilution of approximately 18.5 percent.

Advisers
Navia Corporate Finance AB (www.naviacorporatefinance.com) is Sole Manager and Sole Bookrunner, and Setterwalls Advokatbyrå AB (www.setterwalls.se) is legal adviser to CHOSA in connection with the Directed Issue. Aqurat Fondkommission AB (www.aqurat.se) acts as issuing agent.

For further information regarding the Directed Issue, please contact:
Navia Corporate Finance AB
info@naviacf.se

For further information regarding the Company, please contact:
Peter Buhl Jensen, CEO
peter@chosa.bio
+45 21 60 89 22

This information constitutes information that CHOSA Oncology AB is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the above contact person, on 19 January 2026 at 08:53 CET.

CHOSA in brief
CHOSA Oncology AB is an oncology biotechnology company led by an experienced international team with specialists in oncology, drug development, conduct of clinical trials, regulatory expertise and business development. CHOSA intends to enter into partnership or out-licensing agreements for LiPlaCis® and DRP®.

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

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any public offering of shares or other securities in any EEA country, and no prospectus has been or will be prepared in connection with the Directed Issue. In all EEA Member States, this communication is addressed to and directed at qualified investors and equivalents in that Member State within the meaning of the Prospectus Regulation.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is provided solely to describe the background to the Directed Issue and does not purport to be complete or exhaustive. No representation shall be made regarding the accuracy or completeness of the information in this press release.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, 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 CHOSA 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, 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.

Within the European Economic Area ("EEA"), no public offering of shares, warrants or other securities ("Securities") is made in other countries than Sweden and Denmark. In other member states of the European Union ("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