Communique from EGM in Katalysen Ventures AB (publ)

Yesterday (September 6, 2023) Katalysen Ventures AB (publ) (“Katalysen”, “the Company”) held an EGM at its offices in Stockholm. The following is a summary of the only decision taken at the EGM, related to the issuance of warrants.

Item 8: Decision to conduct a directed issue of warrants. The EGM unanimously decided, based on a proposal by the Company’s board of directors, to issue warrants on the following terms:

1. The Company shall issue a maximum of 1,200,000 warrants, where each warrant shall entitle the holder to subscribe for one (1) share in the Company, resulting in a potential increase of the Company's share capital by a maximum of SEK 156,000.
    
2. The subscription price per warrant (”option premium”) shall be 3.12 SEK. This option premium has been calculated using the Black-and-Scholes formula and is based on the volume-weighted average price of the Company's share according to the official price list of Spotlight Market during the period from August 23, 2023, to September 5, 2023. The calculation is based on a volatility of 33% and an annual risk-free interest rate of 3%, as proposed by the Company’s financial advisor.
    
3. The proposed directed issuance of warrants is viewed by the Board as an extension of the new share issuance conducted on July 10, 2023.
   • The aim of the issuance is to secure additional capital for the Company based on the investor interest identified in connection with the share issuance in July 2023.
   • Due to the current market conditions, the Board assesses that there are no favorable conditions for conducting a rights issue. The Board has observed that most rights issues conducted in the market have been affected by the volatile market conditions. The market value of the shares has fallen below the subscription price despite a significant discount. As a result, the subscription rate outside of guarantee and subscription commitments has been low. It is therefore deemed advantageous to conduct a directed issuance to avoid exposure to market fluctuations. Soliciting subscription and guarantee commitments is a time-consuming and costly process. Considering that the subscription rate in rights issues on the market often does not exceed the subscription and guarantee commitments, the Board believes it is not advantageous to pay compensation for the expected liquidity. In light of the above, the Board finds it impractical to conduct a rights issue under the described circumstances. The Board's assessment is that a directed issuance ensures the most time- and cost-efficient financing of the Company's development.
   • Deviating from the shareholders' pre-emptive rights, the new subscription options shall be available for subscription by pre-arranged investors, including affiliates from the team and partners. The Board also assesses that the subscribing investors are likely to provide significant strategic, long-term value to the Company and its shareholders.
   • The Board's overall assessment is that the reasons mentioned above outweigh the reasons that justify the main principle that issuances should be carried out with the applicable shareholders' pre-emptive rights and that an issuance with deviation from the shareholders' pre-emptive rights is therefore in the interest of the Company and all shareholders.
      
4. The warrants shall be issued for cash payment.
    
5. Subscription of warrants shall take place no later than September 15, 2023, on a separate subscription list. The Board shall have the right to decide on an extension of the subscription period.
    
6. Special warrants terms apply to the warrants. The terms include, among other things, the following conditions:
   • For each warrant, the holder is entitled to subscribe for a new share for cash payment at a subscription price per share (“strike price”) of 14.9 SEK. This strike price is based on the volume-weighted average price of the Company's share according to the official price list of Spotlight Market during the period from August 23, 2023, to September 5, 2023. The calculated subscription price was rounded to the nearest ten öre.
   • The subscription price and the number of shares that can be subscribed for with the support of the warrant may be subject to adjustment in accordance with the warrant terms.
   • Subscription of shares with the support of warrants can take place until August 31, 2025.
   • Shares subscribed for using the warrants will entitle the holder to dividend for the first time on the record date for the dividend that falls closest after the subscription has been executed.
   • Upon subscription of shares with the support of warrants, any excess amount shall be allocated to the free excess fund (den fria överkursfonden).
   • The new shares that may be issued through exercising of the warrants will not be subject to any restrictions.