Alvotech (NASDAQ: ALVO) raises up to $165M in offering and PIPE
Rhea-AI Filing Summary
Alvotech has launched a major equity financing, combining an underwritten public offering and a concurrent private placement, and updated investors on key U.S. regulatory risks for several biosimilars. The company is selling 22,666,667 ordinary shares at $3.75 per share, with underwriters exercising in full a 3,400,000-share option, for expected net proceeds of about $91.20 million. In parallel, Alvotech agreed to a private placement of 17,826,666 ordinary shares at the same price, targeting gross proceeds of roughly $66.85 million, with that closing contingent on the offering.
The funds are intended to support development of its biosimilar portfolio and general corporate purposes. Alvotech also added a risk factor explaining that the FDA issued Complete Response Letters for AVT03, AVT05 and AVT06 due to deficiencies at its Reykjavik manufacturing facility. The company has resubmitted BLAs for AVT05 and AVT06, but warns that any further FDA concerns or reinspection findings could delay U.S. approvals and adversely affect its business and share price.
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Insights
Alvotech raises sizable equity while flagging FDA manufacturing risk.
Alvotech is combining a public share sale with a private placement, targeting total gross proceeds of about $152 million at $3.75 per share, with an underwriting option that can lift this to roughly $165 million. This brings in fresh capital to fund its biosimilar pipeline and corporate needs.
The equity raise is moderately dilutive but typical for a growth-stage biotech and is supported by institutional investors in Europe. A 90-day lock-up for the company, officers, directors and certain shareholders limits near-term secondary selling pressure.
The supplemental risk factor highlights that the FDA issued Complete Response Letters on AVT03, AVT05 and AVT06 tied to deficiencies at the Reykjavik plant. Although the BLAs for AVT05 and AVT06 have been resubmitted, any negative outcome from a potential reinspection could delay U.S. launches and weigh on revenue prospects. Overall, the filing mixes balance-sheet strengthening with continued regulatory execution risk.
Key Figures
Key Terms
Complete Response Letters regulatory
Biologics License Applications regulatory
private placement financial
Demand Registration regulatory
lock-up financial
shelf registration statement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2026
Commission File Number: 001-41421
Alvotech
(Translation of registrant’s name into English)
9, Rue de Bitbourg,
L-1273 Luxembourg,
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Underwriting Agreement
On June 15, 2026, Alvotech (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC and Evercore Group L.L.C. as representatives of the several underwriters named therein (the “Underwriters”), relating to a public offering (the “Offering”) by the Company of 22,666,667 ordinary shares of the Company, nominal value $0.01 per share (the “Ordinary Shares”), at a public offering price of $3.75 per share. In addition, the Company has also granted the Underwriters an option for a period of 30 days to purchase an additional 3,400,000 ordinary shares of the Company at the public offering price, less underwriting discounts and commissions, which was exercised by the Underwriters in full on June 16, 2026.
The net proceeds to the Company from the sale of the Ordinary Shares in the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $91.20 million, including the full exercise by the Underwriters of their option to purchase additional shares.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-275111) filed on October 20, 2023 and declared effective on October 30, 2023, as supplemented by a preliminary prospectus supplement and a final prospectus supplement, filed with the Securities and Exchange Commission (the “Commission”) on June 15, 2026 and June 16, 2026, respectively. The Offering is expected to close on June 17, 2026, subject to the satisfaction of customary closing conditions.
On June 15, 2026 and June 16, 2026, the Company issued press releases announcing the launch and pricing of the Offering, respectively. A copy of these press releases are filed as Exhibits 99.1 and 99.2 hereto and are incorporated by reference herein.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and customary conditions to closing and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. Subject to certain exceptions, the Company, its officers, directors and certain of its stockholders agreed not to sell or otherwise dispose of any of the Ordinary Shares, subject to certain exceptions, for a period ending 90 days after the date of the final prospectus supplement filed with the SEC in connection with the Offering pursuant to Rule 424(b) under the Securities Act without first obtaining the written consent of BofA Securities, Inc., Jefferies LLC and Evercore Group L.L.C.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The legal opinion of Arendt & Medernach SA relating to the Ordinary Shares is filed herewith as Exhibit 5.1.
Subscription Agreements
On June 16, 2026, the Company entered into subscription agreements (the “PIPE Agreements”) with certain investors that are professional clients or eligible counterparties in the European Economic Area falling within Article 1(4) of Regulation (EU) 2017/1129, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “Private Placement”) an aggregate of 17,826,666 Ordinary Shares. The purchase price per Ordinary Share being sold in the Private Placement will be equal to the public offering price per share in the Offering. The aggregate gross proceeds to the Company from the Private Placement will be approximately $66.85 million, before deducting transaction-related expenses payable by the Company.
Consummation of the Private Placement is conditioned on the closing of the Offering and the satisfaction of certain other customary conditions, and is expected to occur within seven business days following the closing of the Offering. The consummation of the Offering is not contingent on the consummation of the Private Placement.
Pursuant to one of the PIPE Agreements, the Company has granted registration rights to one investor in the Private Placement (the “Registration Rights Investor”). Specifically, the Registration Rights Investor may, at any time and from time to time, make a written demand for registration under the Securities Act of all or any portion of its subscription shares on any available form of registration statement (a “Demand Registration”), including by way of an underwritten offering with underwriters selected by the Registration Rights Investor and reasonably acceptable to the Company. The Company is obligated, using its reasonable best efforts and as expeditiously as possible after receipt of such demand, to prepare and file with the SEC a registration statement
covering the resale of the shares and to keep such registration statement effective until all such shares have been disposed of or withdrawn. The Company is not obligated to effect more than two (2) Demand Registrations in total. The Company has the right to defer any Demand Registration for up to 60 days in total, or 30 consecutive days, in any 12-month period if the Board of Directors of the Company determines in good faith that effecting the registration at that time would be materially detrimental to the Company and its shareholders. All costs and expenses incurred in connection with a Demand Registration are to be borne by the Company. The Company has also agreed to provide certain customary indemnifications to the Registration Rights Investor.
The foregoing description of the PIPE Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to the Form of PIPE Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Copies of the press releases announcing the commencement and pricing of the Offering and the Private Placement are furnished as Exhibits 99.1 and 99.2 hereto and incorporated herein by reference.
Supplemental Risk Factor
The following risk factor is provided to supplement the Company’s risk factors previously disclosed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.
We received Complete Response Letters from the FDA on our Biologics License Applications for AVT03, AVT05, and AVT06, and if our resubmission of our BLAs for AVT03, AVT05, and AVT06 is not approved in accordance with our expected timeframe, our business could be materially and adversely affected.
In January 2025, the FDA accepted our BLA for AVT05 as a proposed biosimilar to Simponi / Simponi Aria (golimumab) for the treatment of patients with inflammatory conditions, including rheumatoid arthritis, psoriatic arthritis, ankylosing spondylitis, and ulcerative colitis.
In February 2025, the FDA accepted our BLA for AVT06 as a proposed biosimilar to Eylea (aflibercept) for the treatment of patients with neovascular (wet) age related macular degeneration (AMD), macular edema, and diabetic retinopathy.
In March 2025, the FDA accepted our partner’s BLA for AVT03 as a proposed biosimilar to Prolia (denosumab) for the treatment of osteoporosis in women after menopause who are at high risk for bone fracture and Xgeva (denosumab) a prescription biologic medicine used to prevent fracture, spinal cord compression, or the need for radiation or surgery to bone in patients with multiple myeloma and in patients with bone metastases from solid tumors.
In the fourth quarter of 2025, we and our partner received CRLs from the FDA regarding, respectively, the BLAs for AVT05, AVT06, and AVT03. The CRLs all stated that the FDA had identified deficiencies related to our Reykjavik manufacturing facility following the FDA’s pre license inspection in July 2025, which must be satisfactorily resolved before these BLAs may be approved. The FDA did not identify any other deficiencies with the applications.
On June 4, 2026, we announced that we had resubmitted our BLAs for AVT05 and AVT06. Prior to approval of such BLAs, the FDA may decide to re-inspect our Reykjavik manufacturing facility. If the FDA re-inspects our facility and does not agree with our assessment that the previously identified deficiencies have been adequately resolved, or were to identify additional deficiencies, the approval of AVT05 and AVT06 in the United Sates may be further delayed, which could have a material adverse effect on our business, financial condition, and results of operations and may cause the market price of our securities to decline.
Cautionary note on forward-looking statements
This Report on Form 6-K (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. All statements, other than statements of historical facts, included in this Report are forward-looking statements. These statements include, but not limited to, statements regarding the Company’s expected net proceeds from the Offering and the Private Placement and the expected closing of the Offering and the Private Placement. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this Report. Each of these forward-looking statements involves risks and uncertainties, including market risks and uncertainties and risks relating to the satisfaction of customary closing conditions for the Offering. Actual results may differ materially from those expressed or implied by these forward-looking statements. For a discussion of risk factors that may cause the Company’s actual results to differ from those expressed or implied in the forward-looking statements in this Report, you should refer to the Company’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” sections contained therein. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law. You should, therefore, not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this Report.
INCORPORATION BY REFERENCE
This Report, including Exhibit 10.1, but excluding all other Exhibits attached hereto, shall be deemed to be incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-266136, 333-273262, 333-275111 and 333-281684), and the Company’s registration statement on Form S-8 (File No. 333-266881), including any prospectuses forming a part of such registration statements, and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. Exhibits 99.1 and 99.2 to this Report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall the be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated June 15, 2026, by and among the Company and BofA Securities, Inc., Jefferies LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Arendt & Medernach SA, Luxembourg counsel to the Company. | |
| 10.1 | Form of Subscription Agreement | |
| 23.1 | Consent of Arendt & Medernach SA (included in Exhibit 5.1). | |
| 99.1 | Launch Press Release, dated June 15, 2026. | |
| 99.2 | Pricing Press Release, dated June 16, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALVOTECH | |||||
| Date: | June 16, 2026 | By: | /s/ Tanya Zharov | ||
| Name: | Tanya Zharov | ||||
| Title: | General Counsel | ||||
Exhibit 99.1
Alvotech Announces Proposed $125 Million Public Offering and Concurrent Private Placement of Ordinary Shares
REYKJAVIK, ICELAND (June 15, 2026) — Alvotech (NASDAQ: ALVO; ALVO-SDB) (“Alvotech” or the “Company”), a global biotechnology company specializing in the development and manufacture of biosimilar medicines for patients worldwide, today announced that it has commenced an underwritten public offering of its ordinary shares (the “Offering”). In addition, Alvotech expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the ordinary shares sold in the public offering at the public offering price, less underwriting discounts and commissions. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. All of the shares in the Offering are to be issued and sold by Alvotech.
Concurrent with the Offering, Alvotech expects to enter into Subscription Agreement(s) with certain investors that are professional clients or eligible counterparties in the European Economic Area falling within article 1(4) of Regulation (EU) 2017/1129, pursuant to which Alvotech will issue and sell ordinary shares to such investors at the public offering price of the Offering, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, subject to the consummation of the Offering and other customary conditions. However, the consummation of the Offering is not contingent on the consummation of the concurrent private placement.
Alvotech anticipates the gross proceeds from the Offering and concurrent private placement to be approximately $125 million. The allocation of ordinary shares between the Offering and concurrent private placement have not yet been determined and will be subject to the pricing of the offerings.
Alvotech intends to use the net proceeds from this Offering and the concurrent private placement to fund the continued development of its biosimilar assets, as well as working capital and general corporate purposes, which may include, among others, intellectual property protection and enforcement, commercial expenditures, capital expenditures, acquisitions or collaborations, pre-clinical and clinical development of its product candidates, research and development and product development, pre-commercialization activities and repayment or refinancing of indebtedness or other corporate borrowings.
BofA Securities, Jefferies and Evercore ISI are acting as joint book-running managers for the Offering.
The proposed Offering will be made pursuant to a registration statement on Form F-3, including a base prospectus, that was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on October 20, 2023, and declared effective on October 30, 2023. The ordinary shares referred to in this press release will be offered in the United States only by means of a prospectus supplement and the accompanying prospectus that forms a part of the registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this Offering may be obtained, when available, from: BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at dg.prospectus_requests@bofa.com;
Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com. Investors may also obtain these documents at no cost by visiting the SEC’s website at http://www.sec.gov.
About Alvotech
Alvotech is a biotechnology company, founded by Robert Wessman, focused solely on the development and manufacture of biosimilar medicines for patients worldwide. Alvotech seeks to be a global leader in biosimilars by delivering high-quality, cost-effective products and services, enabled by a fully integrated approach and broad in-house capabilities. Five biosimilars are already approved and marketed in multiple global markets, including biosimilars to Humira® (adalimumab), Stelara® (ustekinumab), Simponi® (golimumab), Eylea® (aflibercept) and Prolia®/Xgeva® (denosumab). The current development pipeline includes nine disclosed biosimilar candidates aimed at treating autoimmune disorders, eye disorders, osteoporosis, respiratory disease, and cancer. Alvotech has formed a network of strategic commercial partnerships to provide global reach and leverage local expertise in markets that include the United States, Europe, Japan, China, and other Asian countries and large parts of South America, Africa and the Middle East.
Important information
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these shares, nor shall there be any sale of these shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when shares are offered to the public admitted to trading on a regulated market, as amended (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Offering. 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 Prospectus Regulation.
With respect to the member States of the European Economic Area (a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the shares referred to herein requiring a publication of a prospectus in any Relevant Member State. As a result,
| Sæmundargata 15-19 | Phone +354 422 4500 | alvotech.media@alvotech.com | |
| 102 Reykjavík, Iceland | www.alvotech.com |
the shares may not and will not be offered in any Relevant Member State except in accordance with the exemptions set forth in Article 1(4)(d) of the Prospectus Regulation or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant Member State.
In addition, in the United Kingdom, this announcement is directed at and for distribution only to Qualified Investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The shares referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
No announcement or information regarding this Offering may be disseminated to the public in jurisdictions where a prior registration or approval is required for such purpose. Other than the registration statement filed with the SEC, no steps have been taken, or will be taken, for the Offering of shares in any jurisdiction where such steps would be required. The issue or sale of shares, and the subscription for or purchase of shares, are subject to special legal or statutory restrictions in certain jurisdictions. This press release contains inside information within the meaning of MAR that Alvotech is legally obliged
| Sæmundargata 15-19 | Phone +354 422 4500 | alvotech.media@alvotech.com | |
| 102 Reykjavík, Iceland | www.alvotech.com |
to publish. The information was released for publication, through the agency of the contact persons below, at the date and time indicated by the dateline of publication.
Forward Looking Statements
Certain statements in this communication may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, but are not limited to, Alvotech’s expectations regarding its ability to consummate the proposed Offering and the concurrent private placement, the timing, size and use of proceeds of the Offering and the concurrent private placement, and Alvotech’s intent to grant the underwriters a 30-day option to purchase additional ordinary shares in the Offering. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “aim” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Alvotech and its management, are inherently uncertain and are inherently subject to risks, variability, and contingencies, many of which are beyond Alvotech’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: whether or not we will be able to consummate the Offering the final terms of the offering, the satisfaction of customary conditions precedent to close the proposed Offering and concurrent private placement, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents that Alvotech may from time to time file or furnish with the SEC, including the preliminary prospectus supplement and the accompanying prospectus related to this Offering and the Company’s most recent annual report on Form 20-F. There may be additional risks that Alvotech does not presently know or that Alvotech currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as a representation, guarantee, assurance, prediction or definitive statement of a fact or probability. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Alvotech does not undertake any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this communication.
Media
Benedikt Stefansson
Sarah MacLeod
alvotech.media@alvotech.com
Investors
Dr. Balaji V Prasad
Benedikt Stefansson
alvotech.ir@alvotech.com
| Sæmundargata 15-19 | Phone +354 422 4500 | alvotech.media@alvotech.com | |
| 102 Reykjavík, Iceland | www.alvotech.com |
Exhibit 99.2
Alvotech Announces
Pricing of $152 Million Public Offering of
Ordinary Shares and Concurrent Private Placement
REYKJAVIK, ICELAND (June 16, 2026) — Alvotech (NASDAQ: ALVO; ALVO-SDB) (“Alvotech” or the “Company”), a global biotechnology company specializing in the development and manufacture of biosimilar medicines for patients worldwide, today announced the pricing of its previously announced underwritten public offering (the “Offering”) of 22,666,667 of its ordinary shares at an offering price of $3.75 per share. All ordinary shares to be sold in the Offering will be offered by Alvotech. The Offering is expected to close on or about June 17, 2026, subject to satisfaction of customary closing conditions. The Company has also granted the underwriters a 30-day option to purchase up to an additional 3,400,000 ordinary shares at the public offering price, less underwriting discounts and commissions. Before deducting the underwriting discounts and commissions and offering expenses, the Company expects to receive total gross proceeds of approximately $85 million from the Offering, or approximately $98 million if the underwriters exercise in full their option to purchase additional shares.
Concurrent with the Offering, Alvotech has entered into Subscription Agreement(s) with certain investors that are professional clients or eligible counterparties in the European Economic Area falling within article 1(4) of Regulation (EU) 2017/1129, pursuant to which Alvotech will issue and sell 17,826,666 ordinary shares to such investors at a price of $3.75 per ordinary share, which represents the per share public offering price, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The gross proceeds from the concurrent private placement, before deducting any transaction-related expenses, are expected to be approximately $67 million. The concurrent private placement is expected to close on or about June 25, 2026, subject to the consummation of the Offering and other customary conditions. However, the consummation of the Offering is not contingent on the consummation of the concurrent private placement.
The total gross proceeds from the Offering and the concurrent private placement are expected to be approximately $152 million, or approximately $165 million if the underwriters exercise in full their option to purchase additional shares, in each case before deducting underwriting discounts and commissions and estimated offering expenses payable.
Alvotech intends to use the net proceeds from this Offering and the concurrent private placement to fund the continued development of its biosimilar assets, as well as working capital and general corporate purposes, which may include, among others, intellectual property protection and enforcement, commercial expenditures, capital expenditures, acquisitions or collaborations, pre-clinical and clinical development of its product candidates, research and development and product development, pre-commercialization activities and repayment or refinancing of indebtedness or other corporate borrowings.
BofA Securities, Jefferies and Evercore ISI are acting as joint book-running managers for the Offering.
The Offering is being made pursuant to a registration statement on Form F-3, including a base prospectus, that was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on October 20, 2023, and declared effective on October 30, 2023. The ordinary shares referred to in this press release are being offered in the United States only by means of a prospectus supplement and the accompanying prospectus that forms a part of the registration statement. Copies of the final
prospectus supplement and the accompanying prospectus related to this Offering may be obtained, when available, from: BofA Securities, Attention: Prospectus Department 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at dg.prospectus_requests@bofa.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com. Investors may also obtain these documents at no cost by visiting the SEC’s website at http://www.sec.gov.
About Alvotech
Alvotech is a biotechnology company, founded by Robert Wessman, focused solely on the development and manufacture of biosimilar medicines for patients worldwide. Alvotech seeks to be a global leader in biosimilars by delivering high-quality, cost-effective products and services, enabled by a fully integrated approach and broad in-house capabilities. Five biosimilars are already approved and marketed in multiple global markets, including biosimilars to Humira® (adalimumab), Stelara® (ustekinumab), Simponi® (golimumab), Eylea® (aflibercept) and Prolia®/Xgeva® (denosumab). The current development pipeline includes nine disclosed biosimilar candidates aimed at treating autoimmune disorders, eye disorders, osteoporosis, respiratory disease, and cancer. Alvotech has formed a network of strategic commercial partnerships to provide global reach and leverage local expertise in markets that include the United States, Europe, Japan, China, and other Asian countries and large parts of South America, Africa and the Middle East.
Important information
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these shares, nor shall there be any sale of these shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when shares are offered to the public admitted to trading on a regulated market, as amended (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Offering. 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 Prospectus Regulation.
| Sæmundargata 15-19 | Phone +354 422 4500 | alvotech.media@alvotech.com | |
| 102 Reykjavík, Iceland | www.alvotech.com |
With respect to the member States of the European Economic Area (a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the shares referred to herein requiring a publication of a prospectus in any Relevant Member State. As a result, the shares may not and will not be offered in any Relevant Member State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant Member State.
In addition, in the United Kingdom, this announcement is directed at and for distribution only to Qualified Investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The shares referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
No announcement or information regarding this Offering may be disseminated to the public in jurisdictions where a prior registration or approval is required for such purpose. Other than the registration statement filed with the SEC, no steps have been taken, or will be taken, for the Offering of shares in any jurisdiction where such steps would be required. The issue or sale of shares, and the subscription for or purchase of shares, are subject to special legal or statutory restrictions in certain jurisdictions. This press release contains inside information within the meaning of MAR that Alvotech is legally obliged
| Sæmundargata 15-19 | Phone +354 422 4500 | alvotech.media@alvotech.com | |
| 102 Reykjavík, Iceland | www.alvotech.com |
to publish. The information was released for publication, through the agency of the contact persons below, at the date and time indicated by the dateline of publication.
Forward Looking Statements
Certain statements in this communication may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, but are not limited to, Alvotech’s expectations regarding the completion and timing of the Offering and the concurrent private placement, the potential exercise of the underwriters’ option to purchase additional shares, and the expected use of proceeds. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “aim” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Alvotech and its management, are inherently uncertain and are inherently subject to risks, variability, and contingencies, many of which are beyond Alvotech’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: whether or not we will be able to consummate the Offering the final terms of the offering, the satisfaction of customary conditions precedent to close the proposed Offering and concurrent private placement, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in documents that Alvotech may from time to time file or furnish with the SEC, including the final prospectus supplement and the accompanying prospectus related to this Offering and the Company’s most recent annual report on Form 20-F. There may be additional risks that Alvotech does not presently know or that Alvotech currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as a representation, guarantee, assurance, prediction or definitive statement of a fact or probability. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Alvotech does not undertake any duty to update these forward-looking statements or to inform the recipient of any matters of which any of them becomes aware of which may affect any matter referred to in this communication.
Media
Benedikt Stefansson
Sarah MacLeod
alvotech.media@alvotech.com
Investors
Dr. Balaji V Prasad
Benedikt Stefansson
alvotech.ir@alvotech.com
| Sæmundargata 15-19 | Phone +354 422 4500 | alvotech.media@alvotech.com | |
| 102 Reykjavík, Iceland | www.alvotech.com |