Cell Impact announces final outcome in the company’s partly guaranteed rights issue

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN CELL IMPACT AB (PUBL). SEE ALSO THE SECTION “IMPORTANT INFORMATION” BELOW IN THIS DOCUMENT.

Today, Cell Impact AB (publ) (Nasdaq First North Growth Market: CI) ("Cell Impact" or the "Company") announces the final outcome of the Company's rights issue (the "Rights Issue"), which is covered up to approximately 85 per cent through a combination of subscription undertakings and guarantee commitments. The final outcome entails that 50,681,027 Units, corresponding to approximately 67 per cent of the offered Units, have been subscribed for with unit rights in the Rights Issue. Additionally, applications for subscription of 2,415,237 Units without unit rights, corresponding to approximately 3 per cent of the offered Units, have been received. In aggregate, the subscriptions by exercise of unit rights and the applications for subscription without unit rights correspond to approximately 70 per cent of the offered Units. Hence, guarantee commitments of 11,356,624 Units, corresponding to approximately 15 per cent of the offered Units, will be utilized. The Rights Issue will provide the Company with approximately SEK 129 million before deduction of costs related to the Rights Issue.

On 8 November 2023, Cell Impact announced that the Board of Directors, by virtue of the authorization granted by the extraordinary general meeting on 3 November 2023, had resolved on a rights issue of Units, consisting of new shares and warrants, of up to approximately SEK 152 million. The Rights Issue is covered up to approximately 85 per cent through a combination of subscription undertakings and guarantee commitments.

Final outcome
The Rights Issue is comprised of not more than 75,826,928 Units, of which 50,681,027 Units, corresponding to approximately 67 per cent of the offered Units, have been subscribed for with unit rights. Additionally, applications for subscription of 2,415,237 Units without unit rights, corresponding to approximately 3 per cent of the offered Units, have been received. Consequently, the Rights Issue is subscribed to approximately 70 per cent of offered Units with and without exercise of unit rights. Guarantee commitments of 11,356,624 Units, corresponding to approximately 15 per cent of the offered Units, will be utilized. The last day of trading in paid subscribed Units (Sw. BTU) is expected to be on 12 December 2023. Trading in the new shares and warrants subscribed for with and without unit rights on Nasdaq First North Growth Market is expected to be initiated on or around 18 December 2023.

Notice of allotment
Those who have subscribed for Units without unit rights will be allocated Units in accordance with the principles set out in the prospectus published on 15 November 2023. Notice of allotment to the persons who subscribed for Units without unit rights is expected to be distributed on 6 December 2023. Subscribed and allotted Units shall be paid in cash in accordance with the instructions on the settlement note. Investors who have subscribed through a nominee will receive notification of allocation in accordance with their respective nominee's procedures. Only those who have been allotted Units will be notified.

Number of shares and share capital
Through the Rights Issue, the number of shares in Cell Impact will increase by 515,623,104, from 75,826,928 to 591,450,032 and the share capital will increase by approximately SEK 59,686,546.78, from approximately SEK 8,777,433.46 to approximately SEK 68,463,980.24.

Upon full exercise of the warrants of series 2023/2024 (TO2) covered by the Rights Issue, the number of shares may increase by up to an additional 128,905,776 shares, from 591,450,032 to 720,355,808, and the share capital may increase by up to an additional approximately SEK 14,921,636.70, from approximately SEK 68,463,980.24 to approximately SEK 83,385,616.93, provided that all warrants are exercised.

Advisers
In conjunction with the Rights Issue, the Company has engaged Carnegie Investment Bank AB (publ) as Sole Global Coordinator and Joint Bookrunner and Pareto Securities AB as Joint Bookrunner. Advokatfirman Vinge acts as legal adviser to the Company and Baker McKenzie represents Sole Clobal Coordinator and Joint Bookrunners in connection with the Rights Issue.          

Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where the press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Cell Impact AB (publ) in any jurisdiction, either from Cell Impact AB (publ) or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/2019 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus has been prepared by the Company, reviewed and approved by the Swedish Financial Supervisory Authority and published on the Company’s website.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “implies”, “should”, “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.

Potential investors should not put undue trust in the forward-looking statements herein, and potential investors are strongly recommended to read the sections in the prospectus that include a more detailed description of the factors that can affect the Company’s business and its associated market.