Spermosens AB (publ) is listed on Spotlight Stock Market

The share is traded under the ticker SPERM and ISIN-code SE0015346424.

TECKNINGSOPTION SERIE TO2

Teckning av aktier med stöd i TO2 ska ske under tiden från och med den 29 januari 2024 till och med den 15 februari 2024.

Varje teckningsoption berättigar till teckning av en (1) ny aktie till en teckningskurs motsvarande 70 procent av den volymvägda genomsnittliga betalkursen för Bolagets aktier på den plattform/marknad som aktierna är noterade på under perioden från och med den 27 november 2023 till och med den 15 december 2023, dock lägst 0,84 SEK och högst 2,52 SEK.

Information about the issue

Teaser - Eng Teaser - Swe Memorandum

Male fertility diagnostics and treatment

Spermosens aims to improve male fertility diagnostics and treatment through the introduction of groundbreaking products. Spermosen’s first patented product, JUNO-Checked, measures the binding capacity between sperm and egg cells, which is a prerequisite for natural reproduction. The results are expected to help doctors choose the appropriate treatment method, contributing to more successful IVF treatments, reduced suffering and improved quality of life. The WHO estimates that more than 48 million couples are affected by infertility, half of which is caused in whole or in part by a male factor (WHO, 2020).

Vision and Mission

Vision: to support patients affected by infertility to achieve success during treatment.

Our Mission: to provide innovative diagnostic and treatment solutions for assisted fertilization.

The Problem

The World Health Organization estimates that over 48 million couples worldwide are affected by infertility. Every year, over 3 million IVF treatments are performed. Typically, a couple undergoes 3 to 8 IVF treatments, with no guarantee of fertilization. Less than one in five treatments are successful. Although 50% of all infertility cases have a male factor, currently used diagnostic techniques fail to establish fertility rates (WHO, 2020). As a result, a larger number of treatments and longer waiting times lead to increased suffering, especially for the women who often suffer from both acute and chronic side effects of hormone treatments, as well as increased costs.

The Breakthrough

Spermosens has developed a method that, for the first time, measures the interaction between sperm proteins and egg cell proteins to assess the binding capacity of the sperm. This is a breakthrough for IVF clinics, as doctors will be able to personalize and choose the appropriate treatment based on the measured binding capacity, in order to increase the IVF success rate and reduce the time until pregnancy.

Spermosens Technology

Spermosens, an innovator in the field of male infertility, produces medical solutions for the diagnosis and treatment of male infertility. JUNO-Checked, the company’s first product, provides information to guide the choice of treatment in assisted reproduction. The launch and use of Spermosens products is expected to help shape and enhance the global IVF market. Spermosens ambition is to offer medical solutions that addresses the entire value chain, both in terms of current and future innovations.

Partnership

Spermosens has started working with two manufacturers for future production, OIM Sweden AB for the JUNO-Checked instrument, and FlexMedical Solutions Ltd for the JUNO-Checked cassette. The partnership agreement with OIM Sweden AB provides Spermosens with access to both high quality and flexible ISO certified production capacity. FlexMedical Solutions Ltd has extensive experience of the full product development lifecycle and has helped bring several products to market. Flexible production capacity ensures both quality and cost-effectiveness, while optimizing fixed production costs. It is in collaboration with these development partners that the timeline below has been formulated.

Spermosens first product

The JUNO-Checked System consists of a measuring instrument and disposable cassettes. The cassettes house the biosensors to which sperm samples are applied to measure the binding capacity. Standard IVF should be recommended for semen with a high measured binding capacity, which makes use of the natural fertilization process. Should a low value be observed, the alternative treatment ICSI should be recommended.

JUNO-Checked

CEO Ulrik Nilsson

For the first time, Spermosens method enables the assessment of the binding capacity of sperm to the egg cell. The results are expected to help doctors choose the appropriate IVF treatment, thus improving the conditions for individualized treatment with assisted reproductive technology (ART).

Market

The global IVF market reached USD 22 billion in 2021 and is projected to grow at a CAGR of six percent until 2030 (GVR, 2020). With over 3 million annual treatments and a selling price of $200 per cassette sold, we estimate the sales potential of our first product to more than $600 million. Another growing segment is sperm banks. A market that in 2018 amounted to USD 4.3 billion.

Patent protection

The application for patent protection of sperm protein interaction with the JUNO protein on the egg cell laid the foundation for Spermosens. Spermosens has obtained patent protection for its technology in key European markets and for Japan, which is one of the largest markets in the world, until 2039. Patent applications are pending in additional key markets.

Commercialization

Sales for research purposes are due to commence this year. This will be an important steppingstone for us in our efforts to reach the market. We will gain awareness, valuable insight into how IVF specialists perceive our products and, at the same time, collect research data.

We have signed etters of ntent for future research sales to selected customers and look forward to delivering our products. As we move towards certification for diagnostic use, we plan to increase our commercial activities. We are well positioned to take a leading position in male fertility diagnostics and treatment.

Our team

We have a team with the necessary skills to carry out our planned activities. Activities carried out entirely by us or together with our partners. We are well prepared to take the technology to production and market launch.

We want to make a difference

I am strongly committed to Spermosens vision to improve the quality of life for all those living affected by infertility and involuntary childlessness. Together with the team, I look forward to continuing the work of developing and successfully launching our products. Our goal is to improve male fertility diagnostics and treatment through the introduction of our groundbreaking products.

Ulrik Nilsson
CEO, Spermosens AB

The Offer in Summary

Subscription period	January 9 – 23, 2023
Subscription Price	0.84 SEK per Unit.
Issue Volume	The offer includes up to 29 077 889 new shares, corresponding to an approximate total of SEK 24.4 million. The offer also includes a maximum of 29 077 889 warrants of series TO2, allocated 1:1 and free of charge.
Preferential Subscription Rights	Anyone registered as a shareholder in the share register kept by Euroclear Sweden AB, on behalf of Spermosens, on the record date of January 4, 2023, has preferential subscription rights to Units in the Rights Issue in relation to previous holdings of shares (12 units for each 5 shares).
Units	Trading in Units will take place on the Spotlight Stock Market during the period January 9, 2023, up to and including January 18, 2023.
BTUs	Trading in BTUs will take place on the Spotlight Stock Market from January 9, until the Swedish Companies Registration Office registers the rights issue with the Swedish Companies Registration Office and BTUs are converted into shares and warrants.
Subscription and guarantee commitments	Spermosens has received pre-subscription and underwriting commitments from a consortium of guarantors totaling approximately SEK 18.0 million, corresponding to approximately 73.6 percent of the total issue volume, covering up to 90% of the issue.

USE OF FUNDS

Spermosens intends to use the funds raised from the rights issue to continue its efforts to complete and commercialise the JUNO-Checked System. The rights issue intends to finance the development towards completion and approval of the CE-marked product, as well as to continue working towards Spermosen’s market entry. The company will receive approximately SEK 24 million before expenses if the Rights Issue is fully subscribed. The issue proceeds are planned to be used in the following order of priority and distribution:

Management costs related to the rights issue:
~6 %
Running costs of the business and product development of the JUNO-Checked System in order to start sales for research purposes:
~90 %
Costs related to innovation and patent protection:
~2 %
IR/marketing:
~2 %

OBJECTIVES AND MILESTONES

Spermosens plan for the continued development of its first product, with an outlook to future market launch, is outlined in the following 5 phases:

Phase 1
Involves the delivery of generation 1 of the product for research use (RUO) to the early customers with whom Spermosens has now signed LOIs, as well as to additional interested parties. This phase is expected to take 6 months from inception and cost approximately SEK 17 million.
Phase 2
Will be used to build the 2nd generation of the product, for continued research use only. The 2nd generation product will be used for the studies required for certification of the JUNO-Checked System, thus enabling its sale for diagnostic use. Revenue remains limited. This phase is expected to take 6 months from inception and cost approximately 16 MSEK.
Phase 3
Involves verification and validation of the JUNO-Checked System using collected data to support our claims and verify the product in clinical studies. At the same time, the market launch will be prepared. This step is expected to take 6 months from inception and cost approximately 17 MSEK.

Phase 4
Involves design transfer and preparation to produce the first approved product for general use in IVF clinics around the world. This step is estimated to take 2 months from initiation and cost approximately 7 MSEK.
Phase 5
Involves applying for CE marking and completing the documentation required by regulatory authorities, which means that once approved, the JUNO-Checked System is certified for diagnostic use. This step is estimated to take 7 months from inception and cost approximately 10 MSEK.

As the amount of data collected increases and as operational and regulatory milestones are passed, the predictability of the company’s development is enhanced. The “residual risk” curve in the illustration above shows the Board’s and management’s assessment of the relative reduction in business uncertainty and risk exposure as milestones are achieved.

Total operating and development costs are estimated to be approximately 67 MSEK and, according to the Board and management’s assessment, the Company will need a net addition of approximately 60 MSEK over the period 2023-2025.

Eminova Fondkommission AB
www.eminova.se
info@eminova.se

Gemstone Capital A/S
www.gemstonecapital.com
info@gemstonecapital.com

IMPORTANT INFORMATION

Spermosens AB (“Spermosens” or the “Company”) is conducting a Unit rights issue in which the public is given the opportunity to participate (the “Rights Issue”). The following summary is not a complete offering but should be read as an introduction to Spermosens, with the Memorandum document describing the offering in its entirety (the “Memorandum”). This document may not contain all the information that may be required for an investment decision. All investors are requested to read the Memorandum, which is available on the Company’s website (www.spermosens.com), to inform themselves of the potential risks associated with a decision to invest in the Company. In case of any discrepancy in translation or otherwise between this document and the Memorandum, then the Memorandum will prevail.

The Technology

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