Zelluna ASA – Successful private placement and retail offering
Successful private placement and retail offering – Zelluna ASA raises NOK 58 million to advance the world’s first “off-the-shelf” TCR-NK therapy, ZI-MA4-1, into Phase I clinical trials and develop the pipeline
Strong support from existing shareholders, management and board members with extensive life science and cell therapy experience.
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Oslo, 3 November 2025: Zelluna ASA (“Zelluna” or the “Company”), a company pioneering allogeneic ‘off the shelf’ T Cell Receptor based Natural Killer (TCR-NK) cells for the treatment of cancer raises NOK 58 million to advance the world’s first MAGE-A4 targeting TCR-NK, ZI-MA4-1 into a Phase I trial to treat solid cancer patients and develop the pipeline. The Company will conduct a webcast on 4 November at 09:00 CET to present the Q3 2025 results and provide an update on the private placement. Please find the webcast presentation attached to this announcement. Link to the webcast here.
The financing is strongly supported by existing shareholders, management and board members (see below) with extensive experience within life science and cell therapy. This demonstrates the significant potential of the Zelluna TCR-NK platform and the strong belief of what this new generation of allogeneic “off the shelf” cell therapies can deliver to patients.
The completion of this financing marks a pivotal milestone in Zelluna’s journey from innovation to clinical validation. Our mission is to deliver a new generation of allogeneic “off-the-shelf” cell therapies for advanced solid cancers by combining the precision of T-cell receptors (TCRs) with the potency and safety of natural killer (NK) cells. In a market showing renewed appetite for scalable “off the shelf” cell therapies, with five major deals in the past year based on early patient data, Zelluna is now positioned with the resources to initiate its first clinical study with the world’s first MAGE-A4-targeting TCR-NK and generate data that could transform treatment for solid tumours and create significant value for the company.
“This fundraising marks a defining moment for Zelluna. It provides the resources to take our pioneering allogeneic cell therapy into patients for the first time, a step years in the making. The participation from both existing and new investors in a challenging market reflects strong confidence in Zelluna’s vision, science, and team. I want to thank our team for their relentless efforts and our investors and Board for their deep commitment to our journey. We now enter a critical phase; one that could bring meaningful impact for late-stage cancer patients amid growing industry appetite for accessible, ‘off-the-shelf’ cell therapies and a significant value inflection for the Company” said Namir Hassan, CEO, Zelluna ASA.
“This successful financing marks a significant milestone for Zelluna and reflects strong investor confidence in the company’s value proposition, shareholder value potential, and disciplined execution. The Board is grateful for the continued support from both existing and new shareholders, which strengthens Zelluna’s position as a leader in next-generation cell therapy innovation.” said Anders Tuv, Chairman of the Board of Directors, Zelluna ASA.
Reference is made to the stock exchange announcement published by the Company on 3 November 2025 regarding the launch of a private placement of new shares in the Company to raise gross proceeds of NOK 50-55 million through the issuance of new shares at an offer price of NOK 10 per share (the “Private Placement”), and the retail offering of new shares of up to the NOK equivalent of EUR 1 million via the PrimaryBid platform (the “PrimaryBid Offering”) (together with the new shares in the Private Placement, the “Offer Shares”).
The Company is pleased to announce that the Private Placement has been successfully placed, through the allocation of 5,500,000 Offer Shares at the subscription price of NOK 10 per Offer Share (the “Subscription Price”), raising gross proceeds of NOK 55 million.
Additionally, 315,639 Offer Shares were allocated at the Subscription Price in the PrimaryBid Offering, raising gross proceeds of NOK 3,156,390.
The net proceeds to the Company from the Private Placement and the PrimaryBid Offering will be used to initiate the Phase I clinical trial with ZI-MA4-1 and generate initial patient data, develop the pipeline and for general corporate purposes.
The following existing shareholders and primary insiders of the Company (the “Pre-committing Shareholders”) pre-committed to subscribe, and were allocated, Offer Shares in the Private Placement in the following amounts:
- Oxford Investors (a group of international private investors with strong track-record within the Life Science industry) for NOK 24.8 million;
- Sundt AS / Helene Sundt AS for NOK 10 million;
- Gjelsten Holding AS for NOK 5 million;
- MP Pensjon PK for NOK 5 million;
- Norda ASA for NOK 2 million;
- Ro Invest AS for NOK 1.5 million;
- Management for NOK 1.2 million, whereof;
- Namir Hassan (CEO) for NOK 0.5 million;
- Members of the Board of Directors for NOK 1.2 million, whereof;
- Anders Tuv (Chair of the Board, co-founder) for NOK 0.2 million;
The Offer Shares in the Private Placement were allocated in two tranches, where 3,729,774 Offer Shares were allocated in the first tranche (“Tranche 1”) and the remaining 1,770,226 Offer Shares were allocated in the second tranche (“Tranche 2”). The allocation of Offer Shares in Tranche 2 is conditional upon approval of the issuance of such shares by an extraordinary general meeting of the Company expected to be held on or about 25 November 2025 (the “EGM”).
Notification of allocation, including settlement instructions, in the Private Placement are expected to be distributed by the Manager on 4 November 2025. Settlement of Offer Shares in Tranche 1 to investors other than the Pre-committing Shareholders is expected to take place on or about 6 November 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager and Radforsk. The Offer Shares allocated to the investors in Tranche 1 of the Private Placement other than the Pre-committing Shareholders will thus be tradable upon allocation. Settlement of the Offer Shares allocated to the Pre-committing Shareholders in Tranche 1 will not be made on DVP-basis. The payment date for such Offer Shares is expected on or about 6 November 2025. Delivery of such Offer Shares will occur following registration of the share capital increase pertaining to such Offer Shares in the Norwegian Register of Business Enterprises (the “NRBE”), expected on or about 10 November 2025.
The payment date for Offer Shares in Tranche 2 is expected to be on or about 27 November 2025 and delivery of such Offer Shares is expected to occur on or about 2 December 2025, subject to the share capital increase pertaining to the issuance of such Offer Shares having been registered with the NRBE. The Offer Shares in Tranche 2 and part of the Offer Shares in Tranche 1 to be delivered to Pre-committing Shareholders and/or Radforsk (as settlement of the share loan described above) will initially be delivered on a separate non-listed ISIN pending approval and publication of a listing prospectus, and the new shares to be issued in Tranche 2 and such part of the Offer Shares to be issued in Tranche 1 will thus not be listed or tradable on Euronext Oslo Børs until such prospectus has been published. All investors in the Private Placement were allocated Offer Shares in Tranche 1, except for the Pre-committing Shareholders who were allocated Offer Shares in Tranche 1 and Tranche 2.
Settlement of the Offer Shares in the PrimaryBid Offering is expected to take place on or about 6 November 2025 on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to the Share Lending Agreement. The Offer Shares to be delivered to the investors in the PrimaryBid Offering will thus be tradable upon allocation.
To issue the Offer Shares allocated in Tranche 1 of the Private Placement and the PrimaryBid Offering, the Company’s board of directors has resolved to increase the Company’s share capital with in total NOK 4,045,413 by the issuance of 4,045,413 new shares pursuant to the board authorization to increase the Company’s share capital granted by the Company’s general meeting on 29 April 2025. Following registration of the share capital increase pertaining to the issuance of Offer Shares in Tranche 1 of the Private Placement and the PrimaryBid Offering with the NRBE, the Company will have a share capital of NOK 24,499,575 divided into 24,499,575 shares, each with a par value of NOK 1.
Completion of Tranche 2 of the Private Placement is subject to (i) completion of Tranche 1; (ii) the EGM of the Company resolving to issue the Offer Shares in Tranche 2; and (iii) the share capital increase pertaining to the issuance of the Offer Shares in Tranche 2 being registered with the NRBE.
The Private Placement and the PrimaryBid Offering implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance and allocation of shares in the Private Placement and the PrimaryBid Offering, the Board considered this deviation and also the equal treatment obligations under the Norwegian Public Limited Companies Act and Norwegian Securities Trading Act. The Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement and PrimaryBid Offering are in compliance with the equal treatment requirements. By structuring the transaction as a private placement combined with a retail offering, the Company was able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue, and to strengthen the Company’s shareholder base.
To mitigate the dilutive effects for the existing shareholders not participating in the Private Placement, the Company intends, subject to, inter alia, completion of the Private Placement and the PrimaryBid Offering, the necessary approvals being granted by the EGM and publication of a prospectus and certain other conditions, to carry out a subsequent repair offering of up to 800,000 new shares at the Subscription Price (the “Subsequent Offering”), directed towards existing shareholders in the Company as of 3 November 2025, as registered in the Company’s register of shareholders with Euronext Securities Oslo on 5 November 2025, and who (i) were not included in the pre-sounding phase of the Private Placement; (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require a prospectus, filing registration or similar action. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering. The Company may decide that the Subsequent Offering will not be carried out in the event that the Company’s shares trade below the Subscription Price at adequate volumes. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advisors
DNB Carnegie, a part of DNB Bank ASA is acting as sole bookrunner for the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in connection with the Private Placement.
For further information, please contact:
Namir Hassan, CEO, Zelluna ASA
Email: namir.hassan@zelluna.com
Phone: +44 7720 687608
Hans Vassgård Eid, CFO, Zelluna ASA
Email: hans.eid@zelluna.com
Phone: +47 482 48632
About Zelluna ASA
Zelluna’s mission is to deliver transformative treatments with the capacity to cure advanced solid cancers, in a safe and cost-efficient manner, to patients on a global scale. The Company aims to do this by combining the most powerful elements of the immune system through pioneering the development of “off the shelf” T cell receptor (TCR) guided natural killer (NK) cell therapies (TCR-NK). The TCR-NK platform offers a unique mechanism of action with broad cancer detection capability to overcome the diversity of tumours and will be used “off the shelf” to overcome scaling limitations of current cell therapies. The lead program is a world’s first MAGE-A4 targeting “off the shelf” TCR-NK for the treatment of various solid cancers; a pipeline of earlier products follows. The Company is led by a management team of biotech entrepreneurs with deep experience in discovery through to clinical development of TCR and cell-based therapies including marketed products.
Important notice
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Joachim Midttun, Financial Manager at Zelluna ASA, on 3 November 2025 at 23:50 CET.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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