Cereno Scientific announces that the registration of warrants and convertibles to Fenja and Arena has been completed and that delivery of the warrants has been initiated

Completed registration and ongoing delivery
The Company hereby announces that the Convertibles and the Warrants have been registered with the Swedish Companies Registration Office and that the delivery of the Warrants following their connection to Euroclear has been initiated to the custody accounts designated by the Financiers.

Main terms of the Convertibles, the Warrants and the Loan

The convertible loans of 75 MSEK is represented by convertible promissory notes in the nominal amount of SEK 1 per Convertible. The Convertibles will be due for repayment on 30 April 2026 (the "Maturity Date"), unless Conversion has occurred before that date. The rate of interest on the Convertibles are calculated quarterly and determined at the percentage rate per annum which is the aggregate of STIBOR90 with an additional 11 percentage points. The Company has a right but no obligation to repay the Convertibles, in whole or in part, at any time prior to the Maturity Date without separate costs. In connection with any premature repayment, accrued interest of the amount so prepaid should be paid at the same time. During the term of the Convertibles, the Financiers may demand conversion of all or part of the Convertibles into new B shares in the Company at a conversion price fixed at SEK 6.09. Presuming full conversion of the Convertibles the number of shares in Cereno Scientific will increase by 12,315,270 B-shares and the share capital will increase by SEK 1,231,527 corresponding to a dilution effect of approximately 4.19 per cent of the currently outstanding shares in the company and approximately 4.10 per cent of the currently outstanding votes in the company.

In relation to the Warrants, the Financiers are entitled to subscribe for one new B share for each Warrant at a subscription price of SEK 6.82 per B share during the term of the Warrants (up to and including 8 November 2029). Exercise of the Warrants can be done during the whole term of the Warrants. Upon full exercise of the Warrants, the company will receive additional issue proceeds of approximately 39.2 MSEK. Presuming full exercise of the Warrants, the number of shares in Cereno Scientific will increase by 5,749,017 B-shares and the share capital will increase by SEK 574,901.70 corresponding to a dilution effect of approximately 2.00 per cent of the currently outstanding shares in the company and 1.96 per cent of the currently outstanding votes in the company.

The Loan is divided into two tranches where Tranche 1 consists of a cash loan of 125 MSEK which was paid out in connection with the signing of the Financing Agreement. Tranche 2 consists of a cash loan of 50 MSEK and is conditional upon the Company having received approval by the FDA regarding CS1 for a phase IIB study or a pivotal study for phase III as well as certain additional financial conditions being fulfilled. The Loan was subject to a customary setup fee amounting to approximately 3,87 per cent of the funding under the Financing Agreement. Parts of Tranche 1 of the Loan have been used to repay the currently outstanding loan to Fenja of approximately 91 MSEK. The interest rate of the Loan under the Financing Agreement is fixed annually starting at the time of payment and bears an annual interest rate set at the percentage rate per annum which is the sum of STIBOR plus 11 percentage points. Repayment of the Loan (both Tranches, if applicable) shall be made on 30 April 2026.

Further fundamental information about the Convertibles, the Warrants and the Financing Agreement can be found in the press release of 11 November 2024: Press release | Cereno Scientific.

For further information, please contact:

Eva Jagenheim, CFO

Email: eva.jagenheim@cerenoscientific.com  

Phone: +46 70 492 35 63

Sten R. Sörensen, CEO

Email: sten.sorensen@cerenoscientific.com

Phone: +46 73-374 03 74

About Cereno Scientific AB

Cereno Scientific is pioneering treatments to enhance and extend life. Our innovative pipeline offers disease-modifying drug candidates to empower people suffering from rare cardiovascular and pulmonary diseases to live life to the full.

Lead candidate CS1 is an HDACi that works through epigenetic modulation, being developed as a safe, effective and disease modifying treatment for rare disease Pulmonary Arterial Hypertension (PAH). A Phase IIa trial evaluating CS1's safety, tolerability, and exploratory efficacy in patients with PAH demonstrated that CS1 was safe, well-tolerated and showed a positive impact on exploratory clinical efficacy parameters. An Expanded Access Program enables patients that have completed the Phase IIa trial to gain access to CS1. HDACi CS014, in Phase I development, is a new chemical entity with disease-modifying potential. CS014 employs a multi-modal mechanism of action as an epigenetic modulator, targeting key unmet needs in patients with rare disease Idiopathic Pulmonary Fibrosis (IPF). Cereno Scientific is also pursuing a preclinical program with CS585, an oral, highly potent and selective prostacyclin (IP) receptor agonist that has demonstrated the potential to significantly improve disease mechanisms relevant to cardiovascular diseases. While CS585 has not yet been assigned a specific indication for clinical development, preclinical data indicates that it could potentially be used in indications like thrombosis prevention without increased risk of bleeding and Pulmonary Hypertension.

The Company is headquartered in GoCo Health Innovation City, in Gothenburg, Sweden, and has a US subsidiary; Cereno Scientific Inc. based in Kendall Square, Boston, Massachusetts, US. Cereno Scientific is listed on the Nasdaq First North (CRNO B). The Certified Adviser is Carnegie Investment Bank AB, certifiedadviser@carnegie.se. More information at www.cerenoscientific.com.