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The Board of Directors of SynAct Pharma AB ("SynAct" or the "Company") has, based on the authorisation from the annual general meeting on 27 May 2025, resolved on a directed issue to certain investors of up to 2,313,125 new shares ("Directed Issue"). The shares in the Directed Issue are issued at a subscription price of SEK 16 per share. Through the Directed Issue, the Company will receive proceeds of SEK 37 million before transaction costs.

“This directed issue has strong support from SynAct’s existing shareholders, including Hunter Capital, Sanos Group, Johannes Schildt and Thomas Ringberg along with others, and was subscribed at a subscription price of SEK 16 per share which corresponds to a premium of 0,5 percent, compared to the last closing price on the 3 June 2025, highlighting the trust and confidence that the company’s investors have in SynAct and the potential for resomelagon to resolve excessive or chronic inflammation,” said Jeppe Øvlesen, CEO of SynAct Pharma. “The conducted directed issue, together with the credit line of SEK 30 million, which was previously announced on the 3 June 2025, extends our financial runway into end of 2026 and strengthens our position ahead of potential future partnering.”

The Directed Issue

The Board of Directors of SynAct has resolved, based on the authorisation from the annual general meeting on 27 May 2025, on a directed share issue of a maximum of 2,313,125 shares to certain investors, entailing an increase in the share capital of a maximum of SEK 289,140.625. The Directed Issue provides the Company with SEK 37 million before issue costs.

The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, be granted to certain pre-announced investors who have expressed a long-term commitment to the Company, including Hunter Capital, Sanos Group, Johannes Schildt and Thomas Ringberg. The reasons for the existing shareholders participating in the Directed Issue are partly that this was part of the negotiations with the investors and Hunter Capital in connection with the negotiation of the loan agreement communicated by the Company through a press release on 3 June 2025, and partly that the Board of Directors considered it strategic to include these long-term and committed shareholders in the Directed Issue.

For each share subscribed, SEK 16 shall be paid. The subscription price is based on arm's length negotiations between the Company and several major potential investors. The subscription price also corresponds to the prevailing market price and is thus considered to be on market terms, according to the Board's assessment.

Background and motive

SynAct is a Swedish biotechnology company publicly listed since 2016, with its shares trading on Nasdaq Stockholm since 2022. The Company is in the clinical stage and focuses on treating inflammation through selective activation of the melanocortin system. SynAct has a broad portfolio of oral and injectable selective melanocortin agonists designed to induce anti-inflammatory effects and promote the resolution of inflammation, helping patients restore immune system balance and overcome inflammation. Resomelagon (AP1189), the Company’s leading drug candidate, is being evaluated in three phase 2 clinical programs for: rheumatoid arthritis (RA), idiopathic membranous glomerulonephritis (a form of nephrotic syndrome), and virus-induced respiratory insufficiency, such as that seen in COVID-19.

The Directed Issue will provide the Company with approximately SEK 37 million, before deduction of issue costs. The expected proceeds will be used for the continued development of the Company's pipeline with focus on the primary drug candidate, Resomelagon as novel treatment option in autoimmune and inflammatory diseases where the lead program in rheumatoid arthritis currently are in phase 2b development and as host-directed therapy in severe viral infection with primary focus on Dengue.

Deviation from shareholders' preferential rights

The Board of Directors has considered alternative financing options, including the possibility to carry out a rights issue. After an overall assessment and considering the current market situation and the Company's financial position, the Board of Directors considers that it is, on objective grounds, in the Company's and shareholders' interest to carry out the Directed Issue in accordance with the terms presented above. In its assessment, the Board has made the considerations below.

• The Directed Issue enables the Company to further diversify and strengthen its shareholder base with new shareholders of strategic importance, which is not possible to secure through a rights issue. Furthermore, the Directed Issue is expected to further strengthen the shareholder base through subscriptions from already existing, larger and strategically important shareholders who have expressed continued long-term interest in the Company. The stronger shareholder base contributes to increased security and stability for the Company and the shareholders. The reasons for the existing shareholders participating in the Directed Issue are partly that this was part of the negotiations with the new investors and Hunter Capital in connection with the negotiation of the loan agreement communicated by the Company through a press release on 3 June 2025.
• A rights issue would be considerably more time- and resource-intensive, in particular as a result of work and costs related to, inter alia, underwriting and documentation.
• The Directed Issue is carried out at a price corresponding to the latest market price, i.e. without discount. A rights issue would most likely have had to be made at a discount, which would likely lead to more significant dilution effects for the Company's existing shareholders. This has been avoided through the alternative now chosen. From a shareholder perspective, a rights issue at a discount also always entails a risk that the share price will be negatively affected.

Considering the above, the Board of Directors has assessed that the Directed Issue, according to the presented terms and conditions, constitutes a better alternative for all shareholders than a rights issue. The board of directors' overall assessment is therefore that the presented reasons for a directed share issue outweigh the reasons for a rights issue according to the main principle, and that the Directed Issue may be in the best interest of both the Company and the shareholders.

Advisors

In connection with the Directed Issue, the Company has engaged Advokatfirma DLA Piper Sweden KB as legal advisor.

Lund on 4 June 2025

SynAct Pharma AB

For further information about SynAct Pharma, please contact
Jeppe Øvlesen
CEO, SynAct Pharma AB
Phone: + 45 2844 7567
E-mail: investor.relations@synactpharma.com

About SynAct Pharma AB
SynAct Pharma AB (publ) (Nasdaq Stockholm: SYNACT) is a clinical stage biotechnology company focused on resolving inflammation through selective activation of the melanocortin system. The company has a broad portfolio of oral and injectable selective melanocortin agonists aimed at inducing anti-inflammatory and anti-inflammatory activity in autoimmune and inflammatory diseases to help patients achieve immune balance and overcome their inflammation. For more information: www.synactpharma.com.

Important information

The information contained in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Russia, Belarus, Australia, Canada, Japan, India, South Africa, Hong Kong, Singapore or any other state or jurisdiction where such release, publication or distribution would be unlawful or would require additional prospectuses, registration or other measures than those required by Swedish law.

This press release is for information purposes only and does not constitute an offer to sell or issue, purchase or subscribe for any of the securities described herein (together the "Securities") or any other financial instrument in SynAct Pharma AB. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue.

This press release does not constitute an offer to sell or an offer, or a solicitation of an offer, to buy or subscribe for shares issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Actions in violation of the restrictions may constitute a violation of applicable securities laws.

The Securities referred to in this press release have not been and will not be registered under any applicable securities laws of the United States, Russia, Belarus, Australia, Canada, Japan, India, South Africa, Hong Kong, Singapore and, subject to certain exceptions, may not be offered or sold to or within, or for the account or benefit of, any person registered in any of these countries. The Company has not made any offer to subscribe for or acquire the Securities referred to in this press release to the public in any country.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will be no public offering of any of the Securities in the United States.

In the EEA Member States (each such EEA Member State a "Relevant State"), this press release and the information contained herein is only intended for and directed at qualified investors as defined in the Prospectus Regulation. The securities referred to in this press release are not being offered to the public in any Relevant State and are only available to qualified investors except in accordance with the exemptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any action based on this press release nor rely on it.

In the United Kingdom, the information contained in this press release and any other materials in relation to the Securities 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" 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 ("Order"); (ii) high net worth entities 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 directed pursuant to 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 notice does not constitute an investment recommendation. The price and value of securities and any income derived from securities may go down as well as up and you may lose your entire investment. Past performance is not an indication of future performance. The information in this communication cannot be relied upon as an indication of future performance.

This press release contains certain information that reflects SynAct Pharma AB’s current view of future events and financial and operational development. Words such as "intends", "believes", "expects", "may", "plans", "estimates" and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking information and reflect SynAct Pharma AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual events and results to differ materially from any anticipated future events or performance expressed or implied by the forward-looking statement. The information in this press release is subject to change without notice and, except as required by applicable law, SynAct Pharma AB does not undertake any responsibility or obligation to publicly update or revise any of the forward-looking statements contained in it, nor does it intend to do so. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

This information is information that SynAct Pharma is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-06-04 08:50 CEST.

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SynAct Pharma AB carries out a directed share issue of SEK 37 million and extends its financial runway to end of 2026

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