Targovax ASA – Notice of Extraordinary General Meeting

Reference is made to Targovax ASA’s (“Targovax” or the “Company”) stock exchange announcement on 16 February 2023 where the Company announced that it had agreed to enter into an investment agreement with Atlas Special Opportunities, LLC (“Atlas”) for the issuance by the Company of up to 120 convertible bonds in the total nominal amount of NOK 300,000,000 (the “Convertible Bonds”) on the terms and conditions set out in a bond agreement to be entered into between Targovax and Nordic Trustee AS on behalf of Atlas (the “Bond Agreement”).

The Convertible Bonds will be issued in tranches: an initial tranche of bonds in the total nominal value of NOK 37.5m upon EGM approval of the Bond Agreement, followed by a second tranche of NOK 30m, subsequent tranches of NOK 25m and a final tranche of NOK 7,500,000 up to the total nominal value of NOK 300m, with at least three months between tranches, or such shorter period as agreed from time to time between Targovax and Atlas. The Convertible Bonds will be subscribed for at 92 percent of par value and thereby provide Targovax with a total gross amount of up to NOK 276 million in new financing. Except for the period between tranches, Targovax has full control over when and how many tranches are called upon over the 3-year agreement period, thereby ensuring flexible and predictable access to capital as required.

The investment agreement and the issuance of the convertible bonds are subject to approval of the Targovax general meeting. The Company’s board of directors has resolved to call for extraordinary general meeting (AGM) to be held at the Company’s offices at Lysaker on 9 March 2023 at 10:00 CET for the purpose of approving the investment agreement and the issuance of convertible bonds. The AGM notice is attached to this announcement.

Notice of attendance
Notice of attendance must be received no later than 8 March 2023 at 16:00 CET.
Casting of advance votes and submission of proxies must be received no later than 8 March 2023 at 16:00 CET.

Notice and appendices
Attached you will find the notice to the Extraordinary General Meeting, including appendices.

TRVX – EGM Notice 16 February 2023.pdf

TRVX convertible bond terms.pdf

The notice and appendices will also be made available on Targovax’ website https://www.circio.com/en/section/governance/general-meetings/.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@targovax.com

Renate Birkeli, Investor Relations
Phone: +47 922 61 624
Email: renate.birkeli@targovax.com

Media enquires:
Andreas Tinglum – Corporate Communications (Norway)
Phone: +47 9300 1773
Email: andreas.tinglum@corpcom.no

About Targovax

Activating the patient’s immune system to fight cancer

Targovax (OSE:TRVX) is a clinical stage immuno-oncology company developing immune activators to target hard-to-treat solid tumors. Targovax’s focus is to activate the patient’s immune system to fight cancer, and to bring benefit to cancer patients with few available treatment alternatives. Targovax is developing its product candidates in different cancer indications, including melanoma, mesothelioma, multiple myeloma and pancreatic cancer.

Targovax’s lead clinical candidate, ONCOS-102, is a genetically modified oncolytic adenovirus, which has been engineered to selectively infect cancer cells and activate the immune system against the tumor. ONCOS-102 has demonstrated a favorable efficacy, immunological and safety profile in several indications, both as monotherapy and in combinations, and ONCOS-102 is progressing into a randomized phase 2 trial in melanoma patients resistant to PD-1 checkpoint inhibitor treatment.

Targovax has also established a cutting-edge circular RNA (circRNA) program with the intent to develop next generation RNA therapeutics for various applications, building on clinical experience and deep mechanistic insights from its first generation products.  In addition, Targovax has a KRAS immunotherapy program, with lead candidate TG01 due to enter clinical trials in an enhanced format in pancreatic cancer and multiple myeloma during early 2023.  This provides Targovax with a rich pipeline of innovative future therapeutic candidates to follow ONCOS-102.