CLS receives SEK 22.4 million through the exercise of warrants of series TO 7 B and decides on a directed issue

The exercise period for Clinical Laserthermia Systems AB ("CLS" or the "Company") warrants of series TO 7 B took place during the period from and including November 11, 2024 to and including November 22, 2024. A total of 4 512 532 warrants were exercised for the subscription of 4 512 532 new shares, corresponding to approximately SEK 16,6 million and a subscription rate of approximately 74 percent. In order to ensure that the proceeds amounted to 100%, the Company has also decided on a directed issue to a consortium of new and existing investors of approximately SEK 5,8 million (the "Directed Issue"). The Company will thus receive a total of approximately SEK 22.4 million before deductions for transaction costs.

One warrant entitled the holder to subscribe for one new B-share in CLS at a subscription price of SEK 3.68 per share. A total of 4 512 532 warrants was exercised, corresponding to approximately 74 percent of all warrants issued in the previous rights issue, for the subscription of a total of 4 512 532 B-shares. Through the exercised warrants, CLS will thus receive approximately SEK 16,6 million before deductions for costs attributable to the exercise of warrants.

 

The Directed Issue

The Company has also entered into an agreement with a consortium of investors regarding commitments to subscribe for shares in respect of the entire volume of shares that the warrants included but which were not exercised, corresponding to a total issue proceeds of approximately SEK 5,8 million. The subscription price amounts to SEK 3.68 per share, which the Company deems to be in line with the market as it corresponds to the exercise price at which warrant holders have had the right to convert to. Since the Directed Issue refers to a guarantee commitment, the Company's board of directors, after arm's-length negotiations with the consortium, believes that the Directed Issue must follow the same conditions.

 

The reason for deviation from the shareholders' preferential right is that the Directed Issue is carried out in proportion to the volume that warrant holders have chosen not to exercise. The warrant series was issued free of charge to all shareholders in the Company within the framework of a rights issue of units, and the shareholders have thus had preferential rights when choosing to participate in the offer. The Company's board of directors has made an overall assessment and carefully considered the possibility of acquiring capital through a rights issue, but believes that, among other things, it would involve a risk that the Company cannot meet the existing working capital needs and at the same time maintain an optimal capital structure. Before the Directed Issue, the board of directors has taken into account that in June 2024 the Company carried out a rights issue that was not fully subscribed and the warrants was not fully subscribed. The Company's board of directors has concluded that a rights issue compared to the Directed Issue (i) would take significantly longer to implement and thus entail an increased market risk exposure, (ii) would require significant guarantee commitments from an underwriting syndicate given the prevailing volatility in the market, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such issuance commitments, (iii) would likely have had to be made at a lower subscription price given the discount levels for rights issues recently implemented in the market, and (iv) given the assessed size of the Directed Issue that a potential issue proceeds from a rights issue of a corresponding size would be consumed by issue costs. In light of the above, the Company's board of directors has made the assessment that a directed new share issue with a deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company's shareholders. The Company therefore considers that the above-mentioned reasons outweigh the main rule that new issues must be carried out with preferential rights for the existing shareholders.

 

For the guarantee commitments, compensation of 10% is paid in shares for existing shareholders, as well as a compensation of 10% paid in shares or cash for external investors.

 

Through the exercise of warrants and the Directed Issue, CLS will thus receive a total of approximately SEK 22.4 million before deductions for transaction costs.

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Number of shares and share capital

Through the exercise of the warrants and the Directed Issue, the number of shares in CLS increases by 6,080,000 shares, from 13,931,707 to 20,011,707 shares. The share capital increases by approximately SEK 14,042,427.51, from approximately SEK 32,176,394.39, to approximately SEK 46,218,641.30. For existing shareholders who have not exercised any warrants, the dilution amounts to approximately 30 percent based on the number of shares in CLS after the exercise of the warrants and the Directed Issue.

 

Disclosure to investors pursuant to the act (2023:560) on the Screening of Foreign Direct Investments

The Act (2023:560) on the Screening of Foreign Direct Investments ("FDI Act") applies to the Company's operations. In the event that the exercise of warrants would result in an investor, after the investment, directly or indirectly, holding votes representing or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the votes in the Company, the investor is required to notify their investment to the Inspectorate for Strategic Products in accordance with the FDI Act

 

Advisers

Redeye AB is acting as financial adviser and Foyen Advokatfirma is acting as legal adviser to CLS in connection with the exercise of warrants series TO 7 B. Nordic Issuing AB is acting as issuing agent.

 

For more information, please contact

Dan J Mogren, CEO Clinical Laserthermia Systems AB (publ)

Phone: +46 (0) 70-590 11 40

E-mail: [email protected]

 

About CLS

Clinical Laserthermia Systems AB (publ), develops and sells TRANBERG®|Thermal Therapy System and ClearPoint Prism Neuro Laser Therapy System with sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy. The products are marketed and sold through partners for image-guided laser ablation and are used in studies for treatment with imILT®, the company's interstitial laser thermotherapy for immune stimulating ablation with potential abscopal treatment effect. CLS is headquartered in Lund, Sweden, with subsidiaries in Germany, the United States and a marketing company in Singapore. CLS is listed on Nasdaq First North Growth Market under the symbol CLS B. Certified adviser (CA) is FNCA Sweden AB.

 

For more information about CLS, please visit the Company's website: www.clinicallaser.se