Founders of Stenocare join directed issue

STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER:  STENO

This information is information that STENOCARE A/S is obliged to publish in accordance with the EU Market Abuse Regulation. The information was provided by the contact person below for publication on Dec 19, 2023.

STENOCARE A/S (“Stenocare” or the “Company”) announced as per 11 December 2023 at 08.00 (CET) that the founders and executive team of Stenocare decided to exercise their TO1 warrants. Two participants will exercise their TO1 warrants. Two founders have, instead, decided to let their warrants lapse and participate with their commitment through the directed issue announced per 19 December 2023 at 08.00 (CET).

The Directed Issue

Stenocare announced as per 19 December 2023 that the Board of Directors resolved to carry out a directed issue (“Directed Issue” or the “Issue”) issuing 1,900,000 shares at 2.25 DKK per share to HHTM ApS.

Participation from founders

The Board of Directors of Stenocare has today decided to increase the issued shares in the Directed Issue and has resolved to issue an additional 68,590 new shares at 2.25 DKK per share to two of the founders. The two founders have decided to, instead of participating in the warrant exercise at 2.11 DKK per share, participate in the Directed Issue at 2.25 DKK per share.

Expected timetable for the Directed Issue:

The expected timetable for the transaction is as expected as follows:

• 19 December 2023: Announcement of the Directed Issue.
• 20 December 2023: Settlement and payment.
• 27 December 2023: Registration of capital increase at Danish Business Authority (Erhvervsstyrelsen).
• 29 December 2023: First day of trading of new shares at Nasdaq First North Growth Market.

Application will be made to Nasdaq Copenhagen A/S for the new shares resulting from the Directed Issue to be admitted to trading on Nasdaq First North Growth Market Denmark. Such application will be made concurrently with that for the new shares resulting from the exercise of TO1 Warrants. The exercise period for TO1 warrants finishes at 16.59 (CET) on 19 December 2023.

Updated change of share capital as a result of the Directed Issue

This section includes the total change in share capital as a result of the Directed Issue. In the Directed Issue, a total of 1,968,590 new shares, each with a nominal value of 0.08 DKK, are issued. This issuance will result in a dilution of approximately 11.5 percent for the existing shareholders upon the completion of the transaction. Consequently, the number of shares will increase by 1,968,590 shares from 15,102,124 shares to 17,070,714 shares. The share capital will increase with 157,487.20 DKK, from 1,208,169.92 DKK to 1,365,657.12 DKK.

Company advisers:

Keswick Global AG has acted as the Company’s Certified Adviser. Gemstone Capital A/S has acted as the Company’s financial adviser. Lund Elmer Sandager has acted as the Company’s legal adviser. Danske Bank has acted as settlement agent and issuing agent.