Qlife announces outcome in directed issues

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, HONG KONG, SOUTH KOREA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, RUSSIA OR BELARUS OR ANY OTHER STATE OR JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

Qlife Holding AB (publ) (”Qlife” or the ”Company”) announces the outcome of the directed issues of shares and warrants to Warthoe Af 1967 ApS (owned by Thomas Warthoe, CEO), Altia Invest ApS (owned by Lars Bangsgaard, Chairman of the Board) and Warthoe Af 1964 ApS (owned by Peter Warthoe, CSO), as decided by the Extraordinary General Meeting on 8 November 2024 following a proposal from an external shareholder (the ”Directed Issues”). All 2,003,967 shares and 1,001,983 warrants of series TO 6 were subscribed for and allocated in accordance with the decision of the Extraordinary General Meeting.

The Directed Issues

The Board of Directors (the “Board”) decided on 29 August 2024 to issue 2,738,098 shares and 1,369,043 warrants of series TO 6, free of charge, to several external investors and existing shareholders. The investors subscribed for all shares and warrants. In connection with this, one of the Company's external shareholders considered it desirable for members of the Company's Board and management to commit to subscribing for shares and warrants on the same terms. On this basis Jørgen Drejer, an external shareholder, proposed that an Extraordinary General Meeting should decide on Directed Issues of a maximum of 2,003,967 shares and a maximum of 1,001,983 warrants of series TO 6 to Warthoe Af 1967 ApS (owned by Thomas Warthoe, CEO), Altia Invest ApS (owned by Lars Bangsgaard, Chairman of the Board) and Warthoe Af 1964 ApS (owned by Peter Warthoe). A list of those entitled to subscribe and their respective subscription rights is provided in the notice of the Extraordinary General Meeting and the announcement made on 29 August 2024. On 8 November 2024, the Extraordinary General Meeting approved the Directed Issues in accordance with the proposal from the Company's external shareholder. During the subscription period, all shares and warrants were subscribed for and allocated. The subscription price per newly issued share was SEK 2.52, which corresponds to the closing price of the Company's share on Nasdaq First North Growth Market on 29 August 2024. The warrants were issued free of charge. Through the Directed Issues, the Company will initially raise approximately 5.05 MSEK before deduction of transaction costs and set-offs.

Terms for warrants of series TO 6

For every two shares subscribed for in the Directed Issues, one warrant is received free of charge. One warrant of series TO 6 entitles the holder to subscribe for one new share in the Company. The subscription price per share shall correspond to the lower of (i) SEK 3.15 and (ii) the lowest subscription price applied in any rights issues carried out by the company during the term of the warrants, but not less than the quota value of the share. The subscription period takes place during the period from 1 September 2025 up to and including 19 September 2025. The warrants are issued free of charge and are not intended to be admitted to trading.

Shares, share capital, and dilution

The Directed Issues will result in the number of outstanding shares in the Company increasing by 2,003,967 from 5,056,614 to 7,060,581, and the share capital increasing by SEK 440,872.74, from SEK 1,112,455.08 to SEK 1,553,327.82, resulting in a dilution effect of approximately 28.4 per cent.

In the event that all warrants of series TO 6 are exercised, the number of outstanding shares will increase by an additional 1,001,983, from 7,060,581 to 8,062,564, and the share capital will increase by SEK 220,436.26, from SEK 1,553,327.82 to SEK 1,773,764.08. This will result in an additional dilution effect of approximately 12.4 per cent and a total dilution effect of approximately 37.3 per cent.

Advisors

Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Directed Issues. Moll Wendén Advokatbyrå AB is legal advisor to Qlife.

Thomas Warthoe

Chief Executive Officer (CEO)

Phn: +45 21 63 35 34

E-mail: [email protected]

Important information

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Directed Issues.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required to do so by law or the rules of Nasdaq First North Growth Market.