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Zelluna ASA: Contemplated Private Placement and Retail Offering to Strengthen its Position Ahead of Initial Clinical Data

Highlights

• Financing intended to strengthen Zelluna's position as the Company approaches initial clinical data and enhance financial flexibility to pursue future strategic opportunities.
• Advancing ZI-MA4-1, the world's first MAGE-A4-targeting off-the-shelf TCR-NK therapy in clinical development, designed for scalable treatment of solid tumours. First clinical site activated, with second clinical site expected to be activated shortly as planned
• On track for initial clinical data to emerge from mid-2026
• Supported by around NOK 35 million of pre-commitments from existing shareholders
• Capital raise includes both a Private Placement and a retail offering facilitated by Nordnet Bank AB
  
  

17 June 2026: Zelluna ASA (the “Company”) has engaged ABG Sundal Collier ASA as manager and bookrunner (the "Manager") to advise on and effect a contemplated private placement (the “Private Placement”) of new ordinary shares in the Company (the “Private Placement Shares”), each with a nominal value of NOK 1.00, to raise gross proceeds of approximately NOK 45-50 million. The subscription price per Private Placement Share (the "Subscription Price”) will be determined through an accelerated bookbuilding process.

In addition, the Company intends to conduct a separate retail offering of new ordinary shares in the Company (the “Retail Offer Shares” and together with the Private Placement Shares, the “Offer Shares”) at the Subscription Price and directed towards certain Norwegian retail investors, to raise gross proceeds of up to the NOK equivalent of EUR 1 million, subject to applicable exemptions from prospectus requirements, to be facilitated through Nordnet Bank AB (“Nordnet”) and made through their facilities (the “Retail Offering” and together with the Private Placement, the “Offerings”). The Retail Offering is in addition to, and not part of, the Private Placement. No allocation volume will be shifted between the Offerings. The Manager is not acting as bookrunner in the Retail Offering.

Use of Proceeds

The net proceeds from the Offerings will primarily be used to support continued enrolment and treatment of additional patients in the Company's Phase 1 study of ZI-MA4-1, continued development of the TCR-NK platform, and for general corporate purposes. The proceeds are expected to provide Zelluna with increased financial flexibility and operational runway as it begins generating initial clinical data, enabling the Company to pursue strategic M&A and partnering opportunities as the lead programme advances.

With initial clinical data expected to emerge from mid-2026, Zelluna is entering an important phase in its development. By strengthening its financial position ahead of these data readouts, the Company aims to maintain strategic flexibility as the lead programme advances and initial human data become available.

Pre-Commitments

A group of larger shareholders, including Gjelsten Holding AS, Sundt AS and associated partners, Radforsk Investeringstiftelse, Norda ASA, MP Pensjon and Oxford Investors (a group of international private investors with strong track-record within the Life Science industry) (the “Pre-Committing Shareholders”) have pre-committed to subscribe for, and will be allocated, Private Placement Shares at the Subscription Price totalling up to around NOK 35 million, reflecting their continued confidence in and support for the Company. The Private Placement is covered based on pre-commitments described above and additional interest indications received from investors during the pre-sounding phase of the transaction.

Retail Offering Through Nordnet

To give retail investors the opportunity to participate on the same terms as institutional investors, the Company is conducting a parallel retail offering through Nordnet. The Retail Offering is open to the public in Norway and allows individual investors to subscribe for new shares at the same Subscription Price as in the Private Placement, up to a maximum of the NOK equivalent of EUR 1 million in aggregate, subject to applicable exemptions from prospectus requirements and other applicable filing and registration requirements.

Applications in the Retail Offering can be made through Nordnet’s website from commencement of the Retail Application Period and must be submitted before the end of the Retail Application Period (as defined below).

Further information regarding payment and delivery in respect of the Retail Offering is available at: www.nordnet.no/aksjer/ipo-emisjon. Information regarding the Retail Offering will be available around 16:45 CEST on 17 June 2026.

The Retail Offering is incidental to the Private Placement and will not be carried out if the Private Placement is not completed. The Private Placement is not conditional on the Retail Offering.

Each applicant in the Retail Offering accepts the following by placing an application through Nordnet’s platform: an investment in the Retail Offer Shares is made solely at the applicant’s own risk and is based on the applicant’s own assessment of the Company and the Retail Offer Shares. An investment in the Retail Offer Shares is only suitable for investors who can afford to lose the investment amount. No prospectus or other document providing a similar level of disclosure has been prepared in connection with the Retail Offering.

Application Period and Allocation

The bookbuilding period for the Private Placement will commence today, 17 June 2026 at 16:30 CEST and close on 18 June 2026 at 08:00 CEST (the “Private Placement Application Period”). The application period for the Retail Offering will commence today, 17 June 2026 at 16:30 CEST and close at 21:00 CEST (the “Retail Application Period”).

The Manager and the Company may, however, at any time resolve to close or extend the Private Placement Application Period and/or the Retail Application Period on short or without notice, or to cancel the Private Placement and/or the Retail Offering in their entirety. If the Private Placement Application Period and/or the Retail Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.

In the Private Placement, any application received by the Manager (whether in writing or by taped phone) becomes binding at the end of the Private Placement Application Period and may not be withdrawn or amended after such time.

Allocation and final number of Private Placement Shares to be issued will be determined at the end of the Private Placement Application Period by the Board in its sole discretion, after input from the Manager, based on allocation criteria such as (but not limited to) pre-commitments, existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board reserves the right at its sole discretion, to reject and/or reduce any applications, in whole or in part. There is no guarantee that any potential investor will be allocated Private Placement Shares, other than the Pre-Committing Shareholders.

Allocation of Retail Offer Shares in the Retail Offering will be determined by the Board at its sole discretion following the expiry of the Retail Application Period. The Retail Offering is limited to a maximum total amount of the NOK equivalent of EUR 1 million. Allocations will be reduced at the Board’s discretion should demand exceed this limit.

Notification of allocation and settlement instructions for the Private Placement is expected to be sent by the Manager on or about 18 June 2026, subject to any shortening or extension of the Private Placement Application Period.

Conditions for Completion

Completion of the Offerings by delivery of the Offer Shares to applicants in the Offerings (“Applicants”) is subject to: (i) all necessary corporate resolutions required to implement the Private Placement and the Retail Offering being validly made by the Company, including without limitation, the Board resolving to allocate and issue the Offer Shares pursuant to the board authorisation to issue new shares granted by the Company’s annual general meeting held on 23 April 2026 (the "Board Authorisation"), and (ii) the SLA being in full force and effect (the “Conditions”).

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Offerings prior to notification of allocation. If the Conditions are not satisfied, the Offerings may be revoked or suspended without any compensation to Applicants. Neither the Company nor the Manager will be liable for any losses incurred by Applicants if the Offerings are cancelled, irrespective of the reason for such cancellation.

The Private Placement is not conditional on completion of the Retail Offering. The Retail Offering is conditional on completion of the Private Placement and will not be carried out if the Private Placement is not completed.

Settlement and Dates

The Offer Shares allocated to Applicants in the Private Placement and/or the Retail Offering will be settled on a delivery versus payment ("DVP") basis. The Offer Shares allocated to applicants in the Private Placement and Retail Offering, respectively, will be settled by delivery of existing and unencumbered shares in the Company already listed on Euronext Oslo Børs, pursuant to a share lending agreement entered into between the Manager, the Company and Radforsk Investeringsstiftelse and Gjelsten Holding AS as share lenders (the "SLA"), in order to facilitate prompt DVP settlement.

Subject to any shortening or extension of the Private Placement Application Period and/or the Retail Application Period, and subject to delivery to the Manager of borrowed shares under the SLA, the Offer Shares are expected to commence trading on Euronext Oslo Børs on or about 18 June 2026. Settlement of the Offer Shares is expected to take place on or about 22 June 2026. The Offer Shares will be delivered to the Applicant’s VPS account as soon as practicable after full payment has been received and the Conditions have been met.

The share loan pursuant to the SLA will be settled with new shares in the Company to be issued pursuant to the Board Authorisation.

Selling Restrictions

The Private Placement will be offered to Norwegian and international investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and is directed towards a limited number of selected investors subject to available exemptions from relevant registration requirements: (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United States to persons reasonably believed to be "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.

In the United Kingdom, the Private Placement shall be directed only at persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it otherwise lawfully may be communicated.

The Offer Shares are not to be offered in any other jurisdiction where such an offering would be prohibited by applicable law.

The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Equal Treatment and Potential Subsequent Offering

The Private Placement and the Retail Offering represent a deviation from the Company’s shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has considered the structure of the contemplated Offerings in light of the rules on equal treatment under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act and is of the opinion that the proposed Offerings are in compliance with these requirements.

The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Offerings. In this situation a private placement is particularly important to enable the Company to secure funding required for the Company’s operations. Further, a private placement will reduce execution and completion risk and will allow for the Company to raise capital more quickly, as well as the ability to utilize current market conditions, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. The Board will also consider a subsequent offering directed towards existing shareholders who are not allocated shares in the Private Placement.

Advisors

The Company has appointed ABG Sundal Collier ASA as Manager and Bookrunner in relation to the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

For more information, please visit www.zelluna.com or contact:

Namir Hassan, CEO 
Email: namir.hassan@zelluna.com 
Phone: +44 7720 687608

Geir Christian Melen, CFO 
Email: geir.christian.melen@zelluna.com 
Phone: +47 913 02 965

***

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 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Joachim Midttun, Finance Manager in Zelluna ASA on 17 June 2026 at 16:45 (CEST).

About Zelluna ASA

Zelluna ASA (OSE: ZLNA) is a Company pioneering allogeneic 'off-the-shelf' T Cell Receptor-based Natural Killer (TCR-NK) cell therapies for the treatment of solid cancers. The company's platform combines the innate killing power of NK cells with precise solid tumour targeting of TCRs, designed to address the limitations of current cell therapies in solid tumours. The company's lead candidate, ZI-MA4-1, is the world's first MAGE-A4 targeting TCR-NK therapy expected to enter clinical trials in 2026. Zelluna is headquartered at the Oslo Cancer Cluster Innovation Park in Oslo, Norway and is listed on the Oslo Stock Exchange under the ticker ZLNA.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates or any of its directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

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 may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, 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 securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials.

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 (together with any applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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.

This announcement is made by, and is the responsibility of, the Company. The Manager is not acting as bookrunner in the Retail Offering. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. The Manager will not regard any other person as its client in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aims”, “expect”, “anticipate”, “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 believes 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 its 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This announcement is for information purposes only. It does not purport to be complete, and it 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 Company and the Manager, and their respective affiliates, expressly disclaim any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.