NextCell procures top guarantee in ongoing rights issue

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NextCell Pharma AB (publ) ("NextCell" or the "Company") announces that the Company has agreed to a so-called top guarantee of a total of approximately SEK 8.0 million, corresponding to approximately 20.0 percent of the transaction, from qualified investors in the Company's ongoing rights issue of units of up to approximately SEK 40.1 million before issue costs, in which the subscription period commenced on 31 May 2024 (the "Rights Issue"). With the addition of the top guarantee, the Rights Issue is now covered up to approximately 100 percent by subscription undertakings and guarantee commitments.

The Rights Issue was previously covered to approximately 80 percent by subscription and guarantee commitments, corresponding to approximately SEK 32.1 million. With the top guarantee, the Rights Issue is now covered to approximately 100 percent, corresponding to approximately SEK 40.1 million, by subscription and guarantee commitments. One participant in the top guarantee who is a shareholder in the Company has, in addition to the guarantee commitment, entered into a subscription undertaking corresponding to the shareholder’s pro-rata share in the Rights Issue, amounting to approximately SEK 0.3 million.

Commission for top guarantees amounts to 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. Each (1) unit will consist of one (1) newly issued share and one (1) warrant of series TO2 free of charge. The subscription price per share for units issued to guarantors will correspond 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, but no less than the subscription price in the Rights Issue.

The subscription undertakings and guarantee commitments are not secured by bank guarantee, escrow funds, pledging, or similar arrangements in order to ensure that the proceeds covered by the commitments will be contributed to the Company.

Due to the above, the Company will prepare a supplementary prospectus, which will be submitted to the Swedish Financial Supervisory Authority as soon as possible. Additional information about the parties who have entered into the guarantee undertakings will be disclosed in the supplementary prospectus.

Advisors

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