NextCell carries out a directed issue of units to guarantors in connection with the completed rights issue

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The Board of Directors of NextCell Pharma AB (publ) (“NextCell” or the “Company”) has today, based on the authorisation from the Annual General Meeting on 30 November 2023, resolved on a directed issue of 894,329 units to guarantors who provided guarantee commitments in the rights issue of units resolved upon by the Board of Directors on 24 April 2024 (the “Right Issue”), in accordance with guarantee agreements entered into (the “Remuneration Issue”). Each (1) unit consists of one (1) newly issued share and one (1) warrant of series TO2. The subscription price in the Remuneration Issue is SEK 1.50 per unit and payment is made by offsetting the guarantors’ claims on the Company.

In connection with the Rights Issue, the Company received guarantee commitments from a number of existing shareholders and external investors. The guarantors are, according to the guarantee agreements, entitled to remuneration, whereby commission for the bottom guarantees is paid with either 12 percent of the guaranteed amount in cash, or with 14 percent of the guaranteed amount in the form of newly issued units in the Company, and commission for the top guarantees is paid with either 8 percent of the guaranteed amount in cash, or 10 percent of the guaranteed amount in the form of newly issued units in the Company.

Eleven of the guarantors in the Rights Issue have chosen to receive guarantee commission in the form of units. Accordingly, the Board of Directors of NextCell has today, based on the authorisation from the Annual General Meeting on 30 November 2023, resolved on the Remuneration Issue, comprising 894,329 units. Each (1) unit consists of one (1) newly issued share and one (1) warrant of series TO2. The Company's financial commitment for guarantee commission is thereby reduced by approximately SEK 1.34 million, of which approximately SEK 0.82 million relates to bottom guarantees and approximately SEK 0.52 million relates to top guarantees.

The reason for the deviation from the shareholders' preferential rights in the Remuneration Issue is to fulfil the Company's obligations toward the guarantors, since the guarantors, according to the guarantee agreements that were entered into in order to ensure the required level of participation in the Rights Issue, have the right to set-off their claims against the Company that have arisen as a result of the guarantee commitments provided in connection with the Rights Issue.

Payment shall be made through set-off of claims against the Company, which consists of the guarantors' guarantee commissions. The subscription price in the Remuneration Issue amounts, in accordance with the guarantee agreements entered into, to SEK 1.50 per share, corresponding to SEK 1.50 per share, which corresponds to the volume-weighted average price (VWAP) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue. The warrants are issued free of charge. The guarantee commission and the subscription price was determined through negotiations at arm’s length between the Company and the guarantors, in consultation with the Company’s financial advisor and through analysis of several market factors. The Board of Directors therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that the terms reflect prevailing market conditions.

Through the Remuneration Issue, the total number of shares in the Company increases by 894,329, from 72,196,998 shares to 73,091,327 shares, and the share capital increases by SEK 183,337.445, from SEK 14,800,384.590 to SEK 14,983,722.035. This corresponds to a dilution effect of approximately 1.22 percent of the total number of shares and votes in the Company.

Upon full exercise of all warrants of series TO2 issued in the Remuneration Issue, the total number of shares in the Company will increase by an additional 894 329, from 73,091,327 shares to 73,985,656 shares, and the share capital will increase by an additional SEK 183,337.445, from SEK 14,983,722.035 to SEK 15,167,059.480. This corresponds to a dilution effect of approximately additional 1.21 percent of the total number of shares and votes in the Company.

Warrants of series TO2

Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the Company during the period from and including 16 May 2025 until and including 30 May 2025. The subscription price when subscribing for new a share by support of a warrant shall be set at an amount corresponding to 70 percent of the volume-weighted average price of the Company's share during the period from and including 2 May 2025 until and including 15 May 2025, but no less than SEK 1 and no more than SEK 3. Complete terms and conditions for the warrants are available on the Company's website, www.nextcellpharma.com.

Advisors

Redeye AB is financial advisor to NextCell in connection with the Rights Issue. Törngren Magnell & Partners Advokatfirma KB is legal advisor to NextCell in connection with the Rights Issue.