IMPORTANT:

Due to restrictions under applicable securities laws, the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in certain jurisdictions.

 

Is your residence country any of the following?

United States, United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or Switzerland.

Yes

No

Is your current location any of the following countries?

United States, United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or Switzerland.

Yes

No

The information contained in this section of Orexo AB (publ)’s (the “Company”) website is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), the United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa, Switzerland or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction, and does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of the Company in the United States, the United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa, Switzerland or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

Any securities of the Company referred to on this website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The Securities have also not been and will also not be registered under the applicable securities laws of the United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or Switzerland and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, the United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or Switzerland. There will be no public offer of the Securities in the United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or Switzerland.

Access to the information and documents contained on the following website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Sweden who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained outside Sweden. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

I therefore certify that:

  1. I am resident and physically present outside the United States, the United Kingdom, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or Switzerland; and
  2. I am resident and physically present (a) in Sweden or (b) outside Sweden and each of the jurisdictions referred to in clause (1) above and, in that case, I am authorized to access the information and documents on this website without being subject to any legal restriction and without any further action required by the Company.

I have read, understand and agree to comply with all of the restrictions set forth above.

Yes No

Rights Issue 2026

Orexo announced on 6 October 2026 that the Board of Directors had resolved to carry out a Rights Issue of approximately 250 MSEK, subject to approval by an extraordinary general meeting.

Summary

  • The Rights Issue amounts to approximately 250 MSEK before deduction of issue costs and is carried out to strengthen the Company’s financial position and finance Orexo’s prioritized development activities, payment of the Company’s share of the expected settlement with the U.S. Department of Justice, DOJ, subject to the execution of a final settlement agreement, and strengthening of the Company’s working capital.

  • The Rights Issue is covered by subscription commitments and an underwriting commitment amounting in aggregate to approximately 175 MSEK, corresponding to approximately 70 percent of the Rights Issue. The Company’s prioritized use of the issue proceeds is based on the amount covered by the subscription commitments and the underwriting commitment.

  • Based on the Company’s current business plan, existing cash and cash equivalents, the net proceeds from the amount covered by the subscription commitments and the underwriting commitment, and expected earn-out payments, Orexo assesses that the Company has financing to execute the current business plan for the next 12 months. During this period, the Company’s objective is to establish partnerships for OX640 and Izipry. Provided that such partnerships are entered into and the Company’s projects develop in accordance with the current plan, the Company assesses that the current business plan can be executed according to the intended timetable without additional external financing of the Company’s current operations and prioritized projects.

  • Novo Holdings A/S has informed the Company that they do not intend to contribute new capital on a net basis in the Rights Issue and has entered into a lock-up undertaking for 180 days. The lock-up undertaking applies to all shares and other securities in the Company held or acquired by Novo Holdings A/S. The lock-up undertaking is subject to customary exceptions and, in addition, permits, among other things, transfers of subscription rights or similar rights allotted in the Rights Issue, provided that such transfers take place either through a so-called block-transaction and/or are arranged and executed by or through DNB Carnegie in the open market, subject to a volume limitation of 10 percent of the daily trading volume, and provided that any proceeds are, to the extent legally permissible, used to fund Novo Holdings A/S’s subscription for new shares in the Rights Issue on a cash-neutral basis. The lock-up undertaking also permits Novo Holdings A/S to sell shares in one or more off-market block trades, provided that the purchaser(s) deliver a binding lock-up undertaking substantially in the form of Novo Holdings A/S’s lock-up undertaking. Novo Holdings A/S has further undertaken to vote in favor of the approval of the Rights Issue and other necessary resolutions at the extraordinary general meeting.

  • The final terms and conditions of the Rights Issue, including subscription price, subscription ratio, maximum number of new ordinary shares and dilution, are expected to be announced preliminarily on 3 November 2026.

  • The extraordinary general meeting to approve the Rights Issue is intended to be held on 6 November 2026, the record date for the right to participate in the Rights Issue is intended to be 10 November 2026 and the subscription period is expected to run from 12 November 2026 up to and including 26 November 2026.

  • In connection with the Rights Issue, Orexo also provides a financial update and a clarification regarding the Company’s cash position. See the section “Financial update and clarification regarding cash position” in the press release.

The Rights Issue in brief

  • Subscription period: 12-26 November 2026
  • Subscription price: To be announced 3 November 2026 (prel.)
  • Terms and conditions: To be announced 3 November 2026 (prel.)

Subscription commitments and underwriting commitment: 

The Rights Issue is covered by subscription commitments from existing shareholders, including members of the Company's Board of Directors and the CEO, amounting to approximately 16 MSEK, and an underwriting commitment from DNB Bank ASA amounting to approximately 159 MSEK. In aggregate, the subscription commitments and the underwriting commitment cover approximately 175 MSEK, corresponding to approximately 70 percent of the Rights Issue.

Preliminary timetable for the Rights Issue

The timetable set out below for the rights issue is preliminary and may be subject to change.

 Event   Date

 Announcement of final terms

3 November 2026

 Extraordinary General Meeting

6 November 2026

 Last day of trading including the right to subscription rights

6 November 2026

 First day of trading excluding the right to subscription rights

9 November 2026

 Record date

10 November 2026

 Publication of information document

11 November 2026

 Trading in subscription rights

12–23 November 2026

 Subscription period

12–26 November 2026

 Trading in BTA

12 November–3 December 2026

 Announcement of the outcome of the Rights Issue

Around 27 November 2026

Other information

The information Document is expected to be published around 11 November 2026
Financial reports
Press releases
EGM 2026

Advisers 

DNB Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Sole Bookrunner in connection with the Rights Issue. Advokatfirman Vinge is legal adviser to Orexo.

For further information, please contact

Nikolaj Sørensen, CEO, Orexo AB (publ)
Fredrik Järrsten, CFO, Orexo AB (publ)

E-mail: ir@orexo.com
Telephone:  +46 (0) 18 780 88 00