Bulletin from the extraordinary general meeting in Biosergen AB (publ)
At an extraordinary general meeting in Biosergen AB (publ) (the “Company”) on 1 March 2024, the below resolutions were adopted. All resolutions were adopted in accordance with the presented proposals, which are described in detail in the notice to the extraordinary general meeting available on the Company’s website, www.biosergen.net.
Adoption of new articles of association
The extraordinary general meeting resolved, in accordance with the board’s proposal, to amend the Company’s articles of association. Thus, the limits of the share capital and the number of shares in the company were changed so that the share capital shall be not less than SEK 3,125,000 and not more than SEK 12,500,000, and the number of shares shall be not less than 125,000,000 and not more than 500,000,000.
Resolution on approval of the board of directors’ resolution on a rights issue of units
The extraordinary general meeting resolved, in accordance with the board’s proposal, to approve the board of directors’ resolution from 30 January 2024 to carry out an issue of shares and warrants through a rights issue in respect of not more than 16,895,287 Units, entailing an increase in the share capital of not more than SEK 3,379,057.40. One Unit consists of eight (8) new shares and eight (8) warrants of series TO3. Each warrant of series TO3 entitles to the subscription of one (1) new share in the company.
Upon full subscription in the rights issue, the Company will receive approximately SEK 40.5 million before issuing costs. In the event of full subscription and full exercise of all warrants of series TO3 in conjunction with offered units, the Company may be provided with an additional maximum of approximately SEK 68 million.
In accordance with what was announced on 30 January 2024, all existing shareholders will receive one (1) unit right for each one (1) share owned on the record date, March 5, 2024. Three (3) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of eight (8) newly issued shares and eight (8) warrants of series TO3. The subscription price per unit is SEK 2.40, corresponding to SEK 0.30 per share (the warrants are issued free of charge).
In total, the rights issue comprises a maximum of 16,895,287 units, which means that a maximum of 135,162,296 shares and a maximum of 135,162,296 warrants of series TO3 will be issued. The subscription period in the rights issue will run from and including 7 March 2024 up to and including 21 March 2024.
One (1) warrant of series TO3 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) per cent of the volume weighted average share price during a period of ten (10) trading days between 4 November 2024 and 15 November 2024, but not less than SEK 0.30 and not more than SEK 0.50 per share. The warrants may be exercised for the subscription of shares during a period as from and including 18 November 2024 up to and including 29 November 2024.
Authorization to issue shares etc.
The extraordinary general meeting resolved, in accordance with the board’s proposal, to authorize the board to, during the period until the next annual general meeting, on one or several occasions, with or without preferential rights for the shareholders and with or without conditions on payment in kind, by way of set-off or other conditions, resolve upon the issue of shares, convertibles and/or warrants.
