Acarix resolves on a directed issue to the guarantors of the warrant series 3
Acarix AB ("Acarix" or the "Company") today announces that the Board of Directors has resolved on a directed issue to the guarantors of the warrant of series 3 (TO3) in accordance with the agreements entered into prior the exercise period of the said warrants. In accordance with the outcome of the warrant exercise, published on September 26, 2024, the guarantors have been allocated 3,415,857 shares to the corresponding terms as the TO3 exercise, i.e. SEK 0.25 per share. Thus, Acarix will receive proceeds of approximately SEK 0.9 million through the directed issue (before issuing costs).
The directed issue
As announced on August 28, 2024, Acarix entered into guarantee agreements which, together with declarations of intent, fully secured the exercise of the TO3 warrants. According to the terms in the agreements the guarantors agreed to subscribe for the number of shares corresponding to unexercised warrants in the TO3 series. According to the guarantee agreements, the subscription price for guarantors should be the same as the exercise price for the TO3 warrants, which was set to SEK 0.25 (according to the formula in the warrant terms). The guarantors include Life Science Invest Fund, Nowo Global Fund, Wilhelm Risberg, Fredrik Lundgren, Bernhard von der Osten-Sacken, and CA Own 2 AB. The reason to deviate from the shareholders’ preemptive right is to fulfill the Company’s obligation in accordance with the guarantee agreements.
As shown by the outcome of the exercise of warrants of series 3 announced on September 26, 2024, a total of 96.2 percent was subscribed by TO3 warrant holders, meaning that 3,415,857 shares should be issued and subscribed for by the guarantors. The proceeds from the new shares correspond to approx. SEK 0.9 million. To fulfill the agreements, the Board of Directors has decided to resolve on the directed issue, as authorized by the annual general meeting on May 14, 2024.
Number of shares, share capital and dilution
Through the directed share issue to the guarantors, the number of shares will increase by 3,415,857 shares to 1,063,743,780 shares (calculated as the number of shares after the issuance of shares subscribed for by the exercise of warrants of series 3). The share capital will increase by SEK 34,158.57, to SEK 10,637,437.80.
The distribution of shares to the guarantors will take place once the directed share issue has been registered with the Swedish Companies Registration Office.
The dilution for existing shareholders amounts to approximately 0.3 percent.
Advisers
Advokatfirman Lindahl KB is acting as legal advisor and Penser by Carnegie, Carnegie Investment Bank is acting as financial advisor in connection with the directed issue.
IMPORTANT INFORMATION
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This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offer of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
