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HNSA   ( ,  %) SEK
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Hansa Biopharma announces a USD 30 million convertible note financing

20 Mar 2026, 08:00
Regulatory information
Lund, Sweden, March 20, 2026. Hansa Biopharma AB (publ) (Nasdaq Stockholm: HNSA) (“Hansa” or the “Company”) today announces that it has entered into a U.S. convertible note purchase agreement with certain funds managed by Athyrium Capital Management (“Athyrium”), comprising USD 30 million aggregate principal amount of unsecured convertible senior notes (the “Financing”). The Financing extends the Company’s runway into mid 2027 and ensures a robust launch of imlifidase in the US, subject to approval.

The Financing consists of unsecured convertible senior notes with an aggregate principal amount of USD 30 million, maturing on March 17, 2031 (the “Notes”). The Notes carry a fixed interest rate of 3 percent per year and interest is payable in cash semi-annually, starting September 15, 2026. The conversion premium corresponds to 25 percent on the 30-day volume-weighted average price per ordinary share ending on March 18, 2026.

Renée Aguiar-Lucander, CEO, Hansa Biopharma said: “This transaction significantly extends our cash runway and positions the Company to execute a strong and well-prepared US launch plan, ensuring that we have all necessary resources in place in a timely manner. We are pleased to partner with Athyrium at this exciting time for the Company.

Laurent Hermouet, Partner, Athyrium Capital Management said: “We are pleased to provide capital in support of the planned U.S. commercial launch of Imlifidase. We believe Imlifidase has the potential to be the first new product specifically targeting the substantial unmet need among highly sensitized patients on the kidney transplant wait list.”

Key terms of the Financing

The Notes are convertible into ordinary shares at a conversion price of approximately SEK 43 per share (at an exchange rate for SEK/USD of approximately 9.4), which corresponds to a 25 percent premium on the 30-day volume-weighted average price per ordinary share ending March 18, 2026. The conversion rate is subject to customary adjustments.

To limit the dilution compared to full settlement of the conversion of the Notes in shares, the Company may at its option apply, a net share settlement method whereby the principal amount of the Notes will be settled in cash and only the conversion value in excess of the principal amount of the Notes is converted into new shares in the Company. As part of the Financing, the Board of Directors has, based on the authorization from the annual general meeting held on June 25, 2025, issued 4,190,805 warrants to allow for delivery of up to 4,190,805 ordinary shares upon any conversion of the Notes. The warrants will be held in treasury by Hansa until potential conversion of the Notes. The entire unpaid and unconverted principal balance, together with all accrued and unpaid interest, shall be due and payable on the maturity date. The terms of the Notes stipulate a minimum return condition corresponding to at least 1.6x of the aggregate principal amount of the Notes upon conversion and/or repayment, including on the maturity date. Except in certain circumstances, the noteholder(s) may not convert the Notes unless the 1.6x minimum return condition would be satisfied based, upon a calculation including coupons paid to-date and market price upon conversion, as defined in the terms of the Notes. The agreement governing the Notes also contains customary covenants and undertakings. The expected closing date for the transaction is March 20, 2026, subject to customary closing conditions.

Advisers

Stifel Financial Corp. acted as financial advisor to the Company in connection with the Financing. Baker Botts L.L.P. and Advokatfirman Vinge KB acted as legal advisors to the Company in connection with the Financing. Paul Hastings LLP and Mannheimer Swartling Advokatbyrå AB acted as legal advisors to Athyrium in connection with the Financing.

Contacts for more information:

Evan Ballantyne, Chief Financial Officer
IR@hansabiopharma.com

Kerstin Falck, VP Corporate Affairs

[email protected]

The information in the press release is information that Hansa Biopharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons above, on March 20, 2026 at 8:00 AM (CET).

About Athyrium Capital Management, LP

Athyrium is a specialized asset management company formed in 2008 to focus on investment opportunities in the global healthcare sector. Athyrium advises funds with over $4.6 billion in committed capital. The Athyrium team has substantial investment experience across a wide range of asset classes including public equity, private equity, fixed income, royalties, and other structured securities. Athyrium invests across all healthcare verticals including biopharma, medical devices and products, healthcare focused services, and healthcare information technology. For more information, please visit www.athyrium.com.

About Hansa Biopharma

Hansa Biopharma AB is a pioneering commercial-stage biopharmaceutical company developing and commercializing novel immunomodulatory therapies to transform care for patients with acute or complex immune disorders. Hansa’s proprietary IgG-cleaving enzyme technology platform to address serious unmet medical needs in transplantation, gene therapy and autoimmune diseases. The company’s portfolio includes imlifidase, a first-in-class immunoglobulin G (IgG) antibody-cleaving enzyme therapy, which has been shown to enable kidney transplantation in highly sensitized patients, and HNSA-5487, a next-generation IgG-cleaving molecule that will be developed for Guillain-Barré Syndrome (GBS). Hansa Biopharma is based in Lund, Sweden, and has operations in Europe and the U.S. The company is listed on Nasdaq Stockholm under the ticker HNSA. Find out more at www.hansabiopharma.com and follow us on LinkedIn.

©2026 Hansa Biopharma AB. Hansa Biopharma, the beacon logo, IDEFIRIX, and IDEFIRIX flower logo are trademarks of Hansa Biopharma AB, Lund, Sweden. All rights reserved.

IMPORTANT DISCLAIMER

This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of the Company.

No communication or information in respect of the Financing may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The Financing may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of any such restrictions by any person. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States.