KLARIA PHARMA PUBLISHES PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE OF APPROXIMATELY SEK 147.6 MILLION
Idag, 18:11
KLARIA PHARMA PUBLISHES PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE OF APPROXIMATELY SEK 147.6 MILLION
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL PROSPECTUSES, REGISTRATION OR ANY OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW.
The board of directors of Klaria Pharma Holding AB (publ) (“Klaria” or the “Company”) has prepared an EU Follow-on prospectus (the “Prospectus”) relating to the rights issue of units of approximately SEK 147.6 million, which was resolved by the extraordinary general meeting held on 5 October 2026 (the “Rights Issue”). The Prospectus has today been approved by the Swedish Financial Supervisory Authority.
The Prospectus
The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on 13 October 2026, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions and instructions, is available on the Company’s website, www.klaria.com. The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website, www.fi.se.
Summary of the Rights Issue
- Anyone who was registered as a shareholder on the record date, 12 October 2026, will receive one (1) unit right for each existing share. Four (4) unit rights entitle the holder to subscribe for one (1) unit. Shareholders and other investors may also apply to subscribe for units without exercising unit rights in accordance with the terms and conditions of the Prospectus.
- The Rights Issue entails the issuance of a maximum of 61,494,038 units, corresponding to a maximum of 245,976,152 shares and a maximum of 61,494,038 warrants series TO1 issued free of charge. Each unit consists of four (4) newly issued shares and one (1) warrant series TO1 issued free of charge. The subscription price is SEK 2.40 per unit, corresponding to SEK 0.60 per share. No brokerage commission will be charged. Subscription may only be made for whole units.
- One (1) warrant series TO1 entitles the holder to subscribe for one (1) new share at a subscription price of SEK 0.60 during any of the following periods: 22–26 November 2027, 17–21 April 2028, 9–13 October 2028, 5–9 March 2029 and 17–31 October 2029. The subscription price and the number of shares may be subject to adjustment in accordance with the full terms and conditions of the warrants. A warrant that has not been exercised by the end of the final subscription period will expire without value.
- Upon full subscription in the Rights Issue, the issue amount will be approximately SEK 147.6 million before issue costs. In certain cases, payment may be made by set-off of claims against the Company, reducing the cash proceeds by the corresponding amount while also reducing the Company’s indebtedness. The conditions for set-off are described in the Prospectus.
- If the Rights Issue is fully subscribed and all warrants series TO1 issued in the Rights Issue are exercised, the Company may receive additional proceeds of approximately SEK 36.9 million before issue costs. The Company intends to apply for admission to trading of the warrants on Nasdaq First North Growth Market.
- The subscription period will run from and including 14 October up to and including 28 October 2026.
- The Rights Issue aims to strengthen Klaria’s financial position ahead of its next commercial phase. The net proceeds are intended to be used for repayment of bridge loans and addressing other financial obligations, strengthening the cash position, and commercial, regulatory, technical, clinical and business development activities relating to the Company’s operations, including Sumatriptan Alginate Film (“SAF”) and initiatives for future commercialisation in the United States of America. Further information on the use of the proceeds and the priorities in the event of a lower subscription level is available in the Prospectus.
- The Rights Issue is covered by subscription undertakings of approximately SEK 37.1 million and guarantee commitments of approximately SEK 74.1 million, totalling approximately SEK 111.1 million, corresponding to approximately 75.3 percent of the Rights Issue. Vator Securities AB acts as guarantor of the Rights Issue. Neither the subscription undertakings nor the guarantee commitments are secured by pledged assets, blocked funds or other similar arrangements.
- Upon full subscription, the dilution for shareholders who do not participate in the Rights Issue will amount to 50 percent. Upon full exercise of the warrants series TO1, the total dilution will amount to approximately 55.6 percent. Additional dilution may arise if guarantee remuneration is paid in units.
- The board of directors considers that the Company’s existing working capital is insufficient for the twelve-month period following the date of the Prospectus. A working capital shortfall is expected to arise in December 2026 and is estimated to amount to approximately SEK 75 million for the twelve-month period. The Rights Issue is being carried out to finance the Company’s business plan and strategy.
For complete information on the Rights Issue, please see the published Prospectus and the resolution of the general meeting.
Time plan for the Rights Issue
Event | Date |
Record date for the Rights Issue | 12 October 2026 |
Trading in unit rights | 14–23 October 2026 |
Subscription period | 14–28 October 2026 |
Trading in paid subscribed units (BTU) | From and including 14 October 2026 until the Rights Issue has been registered with the Swedish Companies Registration Office |
Expected announcement of the preliminary outcome | 29 October 2026 |
Expected announcement of the final outcome | 30 October 2026 |
Advisers
Carlsquare AB acts as financial adviser, Vator Securities AB acts as issuing agent and guarantor, and Advokatfirman Glimstedt Stockholm AB acts as legal adviser in connection with the Rights Issue.
For further information, please contact
Fredrik Hübinette, Chairman of the Board
E-mail: info@klaria.com
Phone: +46 (0)8-446 42 99
About Klaria
Klaria Pharma Holding AB (publ) is a Swedish pharmaceutical company that, through its subsidiary Klaria AB, develops and commercialises pharmaceutical products based on a patented alginate-based oral film for drug delivery through the oral mucosa. The Company’s shares are traded on Nasdaq First North Growth Market under the ticker KLAR. FNCA Sweden AB is the Company’s Certified Adviser. For more information, please visit www.klaria.com.
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in Klaria. No action has been taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Klaria is made only through the Prospectus published by the Company on 13 October 2026. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and published on the Company’s website, www.klaria.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an endorsement of the Company or of the quality of the Company’s shares, warrants or other securities.
This press release is not a prospectus pursuant to Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction. This press release does not constitute an exhaustive description of the risks, direct or indirect, that may be associated with an investment in shares, warrants or other securities in Klaria and does not replace the Prospectus. In order for an investor to fully understand the potential risks and benefits of participating in the Rights Issue, any investment decision should be made solely on the basis of the information in the Prospectus and any supplements thereto. Investors are therefore encouraged to read the Prospectus in its entirety, including the section “Risk factors”. An investment involves risk and investors may lose all or part of their invested capital. 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, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which such action would be unlawful or require additional prospectuses, 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. The offering is not directed at persons in such jurisdictions. Persons who receive this press release are required to inform themselves of and comply with these restrictions.
No shares, warrants or other securities in Klaria have been registered, or 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. The securities may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities legislation of the relevant state or other jurisdiction in the United States of America. No public offering will be made in the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in any country other than Sweden. In other member states of the European Union (“EU”), such an offering of Securities may only be made in accordance with exemptions under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation in their national legislation, such an offering of Securities may only be made in accordance with exemptions under the Prospectus Regulation and in compliance with any relevant implementation measures. In other EEA countries that have not implemented the Prospectus Regulation in their national legislation, such an offering of Securities may only be made in accordance with an applicable exemption under national law.
This press release contains certain forward-looking statements, including statements concerning the use of the proceeds and future commercialisation, which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions that imply indications or predictions of future development or trends, and that are not based on historical facts, 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 may differ materially from what is expressed in the forward-looking statements.
The information, opinions and forward-looking statements contained in this press release apply only as of the date of this press release and may be subject to change without notice. Klaria makes no commitment to publicly update or revise any forward-looking statements, future events or similar circumstances other than as required by applicable law.
This is Klaria Pharma Holding AB
Klaria (Klaria Pharma Holding AB) is a Swedish listed pharmaceutical company that develops innovative, rapid-acting products. By combining patented technology of a film that attaches to the oral mucosa and well proven pharmaceuticals, the company has developed a drug distribution concept with many benefits and potential uses. Klaria is listed on Nasdaq First North Growth Markets under the short name KLAR. FNCA Sweden is Certified Advisor (info@fnca.se, +46(0) 8-528 00 399) for Klaria Pharma Holding AB. For more information, see www.klaria.com.
For more information, visit the Klaria Pharma Holding website klaria.com or contact:
Fredrik Hübinette, Chairman of the Board of Directors
info@klaria.com
Tel: +46 (0) 8-446 42 99
Ämnen i artikeln
KLARIA PHARMA PUBLISHES PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE OF APPROXIMATELY SEK 147.6 MILLION
Idag, 18:11
KLARIA PHARMA PUBLISHES PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE OF APPROXIMATELY SEK 147.6 MILLION
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL PROSPECTUSES, REGISTRATION OR ANY OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW.
The board of directors of Klaria Pharma Holding AB (publ) (“Klaria” or the “Company”) has prepared an EU Follow-on prospectus (the “Prospectus”) relating to the rights issue of units of approximately SEK 147.6 million, which was resolved by the extraordinary general meeting held on 5 October 2026 (the “Rights Issue”). The Prospectus has today been approved by the Swedish Financial Supervisory Authority.
The Prospectus
The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on 13 October 2026, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions and instructions, is available on the Company’s website, www.klaria.com. The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website, www.fi.se.
Summary of the Rights Issue
- Anyone who was registered as a shareholder on the record date, 12 October 2026, will receive one (1) unit right for each existing share. Four (4) unit rights entitle the holder to subscribe for one (1) unit. Shareholders and other investors may also apply to subscribe for units without exercising unit rights in accordance with the terms and conditions of the Prospectus.
- The Rights Issue entails the issuance of a maximum of 61,494,038 units, corresponding to a maximum of 245,976,152 shares and a maximum of 61,494,038 warrants series TO1 issued free of charge. Each unit consists of four (4) newly issued shares and one (1) warrant series TO1 issued free of charge. The subscription price is SEK 2.40 per unit, corresponding to SEK 0.60 per share. No brokerage commission will be charged. Subscription may only be made for whole units.
- One (1) warrant series TO1 entitles the holder to subscribe for one (1) new share at a subscription price of SEK 0.60 during any of the following periods: 22–26 November 2027, 17–21 April 2028, 9–13 October 2028, 5–9 March 2029 and 17–31 October 2029. The subscription price and the number of shares may be subject to adjustment in accordance with the full terms and conditions of the warrants. A warrant that has not been exercised by the end of the final subscription period will expire without value.
- Upon full subscription in the Rights Issue, the issue amount will be approximately SEK 147.6 million before issue costs. In certain cases, payment may be made by set-off of claims against the Company, reducing the cash proceeds by the corresponding amount while also reducing the Company’s indebtedness. The conditions for set-off are described in the Prospectus.
- If the Rights Issue is fully subscribed and all warrants series TO1 issued in the Rights Issue are exercised, the Company may receive additional proceeds of approximately SEK 36.9 million before issue costs. The Company intends to apply for admission to trading of the warrants on Nasdaq First North Growth Market.
- The subscription period will run from and including 14 October up to and including 28 October 2026.
- The Rights Issue aims to strengthen Klaria’s financial position ahead of its next commercial phase. The net proceeds are intended to be used for repayment of bridge loans and addressing other financial obligations, strengthening the cash position, and commercial, regulatory, technical, clinical and business development activities relating to the Company’s operations, including Sumatriptan Alginate Film (“SAF”) and initiatives for future commercialisation in the United States of America. Further information on the use of the proceeds and the priorities in the event of a lower subscription level is available in the Prospectus.
- The Rights Issue is covered by subscription undertakings of approximately SEK 37.1 million and guarantee commitments of approximately SEK 74.1 million, totalling approximately SEK 111.1 million, corresponding to approximately 75.3 percent of the Rights Issue. Vator Securities AB acts as guarantor of the Rights Issue. Neither the subscription undertakings nor the guarantee commitments are secured by pledged assets, blocked funds or other similar arrangements.
- Upon full subscription, the dilution for shareholders who do not participate in the Rights Issue will amount to 50 percent. Upon full exercise of the warrants series TO1, the total dilution will amount to approximately 55.6 percent. Additional dilution may arise if guarantee remuneration is paid in units.
- The board of directors considers that the Company’s existing working capital is insufficient for the twelve-month period following the date of the Prospectus. A working capital shortfall is expected to arise in December 2026 and is estimated to amount to approximately SEK 75 million for the twelve-month period. The Rights Issue is being carried out to finance the Company’s business plan and strategy.
For complete information on the Rights Issue, please see the published Prospectus and the resolution of the general meeting.
Time plan for the Rights Issue
Event | Date |
Record date for the Rights Issue | 12 October 2026 |
Trading in unit rights | 14–23 October 2026 |
Subscription period | 14–28 October 2026 |
Trading in paid subscribed units (BTU) | From and including 14 October 2026 until the Rights Issue has been registered with the Swedish Companies Registration Office |
Expected announcement of the preliminary outcome | 29 October 2026 |
Expected announcement of the final outcome | 30 October 2026 |
Advisers
Carlsquare AB acts as financial adviser, Vator Securities AB acts as issuing agent and guarantor, and Advokatfirman Glimstedt Stockholm AB acts as legal adviser in connection with the Rights Issue.
For further information, please contact
Fredrik Hübinette, Chairman of the Board
E-mail: info@klaria.com
Phone: +46 (0)8-446 42 99
About Klaria
Klaria Pharma Holding AB (publ) is a Swedish pharmaceutical company that, through its subsidiary Klaria AB, develops and commercialises pharmaceutical products based on a patented alginate-based oral film for drug delivery through the oral mucosa. The Company’s shares are traded on Nasdaq First North Growth Market under the ticker KLAR. FNCA Sweden AB is the Company’s Certified Adviser. For more information, please visit www.klaria.com.
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in Klaria. No action has been taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Klaria is made only through the Prospectus published by the Company on 13 October 2026. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and published on the Company’s website, www.klaria.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an endorsement of the Company or of the quality of the Company’s shares, warrants or other securities.
This press release is not a prospectus pursuant to Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction. This press release does not constitute an exhaustive description of the risks, direct or indirect, that may be associated with an investment in shares, warrants or other securities in Klaria and does not replace the Prospectus. In order for an investor to fully understand the potential risks and benefits of participating in the Rights Issue, any investment decision should be made solely on the basis of the information in the Prospectus and any supplements thereto. Investors are therefore encouraged to read the Prospectus in its entirety, including the section “Risk factors”. An investment involves risk and investors may lose all or part of their invested capital. 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, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which such action would be unlawful or require additional prospectuses, 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. The offering is not directed at persons in such jurisdictions. Persons who receive this press release are required to inform themselves of and comply with these restrictions.
No shares, warrants or other securities in Klaria have been registered, or 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. The securities may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities legislation of the relevant state or other jurisdiction in the United States of America. No public offering will be made in the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in any country other than Sweden. In other member states of the European Union (“EU”), such an offering of Securities may only be made in accordance with exemptions under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation in their national legislation, such an offering of Securities may only be made in accordance with exemptions under the Prospectus Regulation and in compliance with any relevant implementation measures. In other EEA countries that have not implemented the Prospectus Regulation in their national legislation, such an offering of Securities may only be made in accordance with an applicable exemption under national law.
This press release contains certain forward-looking statements, including statements concerning the use of the proceeds and future commercialisation, which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions that imply indications or predictions of future development or trends, and that are not based on historical facts, 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 may differ materially from what is expressed in the forward-looking statements.
The information, opinions and forward-looking statements contained in this press release apply only as of the date of this press release and may be subject to change without notice. Klaria makes no commitment to publicly update or revise any forward-looking statements, future events or similar circumstances other than as required by applicable law.
This is Klaria Pharma Holding AB
Klaria (Klaria Pharma Holding AB) is a Swedish listed pharmaceutical company that develops innovative, rapid-acting products. By combining patented technology of a film that attaches to the oral mucosa and well proven pharmaceuticals, the company has developed a drug distribution concept with many benefits and potential uses. Klaria is listed on Nasdaq First North Growth Markets under the short name KLAR. FNCA Sweden is Certified Advisor (info@fnca.se, +46(0) 8-528 00 399) for Klaria Pharma Holding AB. For more information, see www.klaria.com.
For more information, visit the Klaria Pharma Holding website klaria.com or contact:
Fredrik Hübinette, Chairman of the Board of Directors
info@klaria.com
Tel: +46 (0) 8-446 42 99
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