In connection with and conditional upon the business combination, the company has received pre-commitments for a private placement raising gross proceeds of approximately NOK 51.7 million by issuance of new shares in Ultimovacs at a subscription price of NOK 2.60 per Offer Share.

The combined company can leverage Ultimovacs’ established clinical team and public listing status to take Zelluna’s novel cell therapy platform and pipeline to the clinic.

The proposed transactions are a result of a shared view that the business combination will bring a powerful convergence of complementary strengths, states the two companies. The combined company can leverage Ultimovacs’ established clinical team and public listing status to take Zelluna’s novel cell therapy platform and pipeline to the clinic. In addition, Zelluna’s established platform builders and business development team can contribute by seeking to unlock the potential of Ultimovacs’ MultiClick platform.

The company is expected to have funding through the second quarter of 2026, taking into account the proceeds from the private placement.

Resulting in Zelluna becoming a wholly owned subsidiary of the company.

Following completion of the business combination, Ultimovacs will own a minimum of 99% of the outstanding shares in Zelluna, and is expected to conduct a compulsory acquisition of any remaining shares in Zelluna in accordance with the Norwegian Public Limited Liability Companies Act Section 4-25, resulting in Zelluna becoming a wholly owned subsidiary of the Company.

Zelluna ASA

As a consequence of the business combination, the company and the selling shareholders have agreed that the name of the company following completion of the business combination shall be Zelluna ASA.

Namir Hassan will be appointed CEO and Hans Vassgård Eid CFO of the company from completion of the business combination.

“This is an exciting moment for Zelluna and Ultimovacs. Zelluna is dedicated to pioneering a ground-breaking, novel and proprietary “off the shelf” cell therapy platform with a lead program nearing the clinic for the treatment of solid cancers. Ultimovacs, a publicly listed company, has built clinical execution expertise treating vast numbers of solid cancer patients. The two companies converge at the perfect time, combining complementary capabilities to take Zelluna’s world leading cell therapy platform to solid cancer patients. The combined company will also harness Zelluna’s established team of platform builders and business development to contribute in seeking to unlock the potential of Ultimovacs’ MultiClick platform. Together, by uniting strengths, and with a public listing and strong shareholder backing, these companies create a transformative force in the cell therapy field, poised to cure solid cancers, and take the lead on the global stage,” says Namir Hassan, CEO, Zelluna Immunotherapy.

“Today marks a pivotal moment for Ultimovacs and Zelluna providing the greatest opportunity to optimise shareholder value. By combining the established and complementary expertise of both companies with Zelluna’s groundbreaking therapy platform, we transform into a company positioned at the forefront of solid cancer treatment innovation,” says Jónas Einarsson, Chairman of the Board, Ultimovacs.

Effective today, Carlos de Sousa will leave his position as CEO of Ultimovacs ASA. Hans Vassgård Eid is appointed interim CEO of Ultimovacs ASA until completion of the business combination.

The company intends to establish a new share incentive program for the combined company after closing of the transactions, replacing the current respective incentive programs for the two companies. The combined company’s objectives will be as follows: advance world’s first TCR-NK program targeting MAGE-A4, into first-in-human clinical studies treating solid cancers, develop the TCR-NK pipeline, seek to unlock the MultiClick technology potential and wrap up the UV1 program.

Exchange ratio

The business combination is based on an agreed equity valuation of the company of NOK 89.5 million and of Zelluna of NOK 384.8 million, prior to injection of new equity through the private placement. The valuation of Ultimovacs corresponds to a valuation of NOK 2.60 per issued and outstanding share in the company.

As part of the Business Combination, the company will acquire up to 100% of the shares in Zelluna, and the company shall issue a minimum of 147,895,791 and up to 147,991,521 shares to the existing shareholders of Zelluna, subject to fulfilment of the closing conditions for the business combination.

The fully committed Private Placement

The fully committed Private Placement will comprise of the issuance of a minimum of 19,230,769 Offer Shares at a subscription price of NOK 2.60 per Offer Share, raising gross proceeds of approx. NOK 51.7 million.

The Private Placement is strongly supported by existing shareholders with the full amount being secured through irrevocable pre-commitments from Gjelsten Holding AS, the largest shareholder in Ultimovacs, and several of the largest owners of Zelluna, including Geveran, Radforsk, Birk Venture, Ro Invest, Helene Sundt, Norda, MP Pensjon, INVEN2 and an Oxford Consortium comprised of international private investors with strong knowledge within the Healthcare Sector.