Qlife publishes outcome in rights issue

On 12 December 2023, Qlife Holding AB (“Qlife” or the “Company”) announced a rights issue of units of approximately SEK 49.5 million (the “Rights Issue”). The subscription period of the Rights Issue ended on 26 February 2024. Today, Qlife announces the outcome of the Rights Issue. The subscription summary shows that 23,095,475 units, corresponding to approximately 10.7 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 1,041,820 units were subscribed for without unit rights, corresponding to approximately 0.5 percent of the Rights Issue, and guarantors subscribed for 106,949,783 units, corresponding to approximately 49.7 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed to a total of 60.9 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 30.2 million (of which approximately SEK 9.0 million relates to set-off against outstanding bridge loan and convertibles), before issue costs. Upon full exercise of all warrants series TO 4, Qlife will receive additional proceeds of a maximum of approximately SEK 21.0 million before issue costs, and upon full exercise of all warrants series TO 5, Qlife will receive additional proceeds of a maximum of approximately SEK 23.6 million before issue costs.

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Subscription and allotment

The subscription summary shows that 23,095,475 units, corresponding to approximately 10.7 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 1,041,820 units were subscribed for without unit rights, corresponding to approximately 0.5 percent of the Rights Issue, and guarantors subscribed for 106,949,783 units, corresponding to approximately 49.7 percent of the Rights Issue. Of the units subscribed for by guarantors, top guarantors subscribed for 23,478,379 units and bottom guarantors subscribed for 83,471,404 units. Accordingly, the Rights Issue has been subscribed to a total of 60.9 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 30.2 million (of which approximately SEK 9.0 million relates to set-off against outstanding bridge loan and convertibles), before issue costs, which amount to approximately SEK 9,3 million.

In the event of full exercise of all warrants series TO 4, Qlife may receive additional proceeds amounting to approximately SEK 21.0 million before issue costs, and in the event of full exercise of all warrants series TO 5, Qlife may receive additional proceeds amounting to approximately SEK 23.6 million before issue costs.

Each unit consists of twenty-three (23) shares, eight (8) warrants series TO 4 and eight (8) warrants series TO 5. One (1) warrant series TO 4 entitles the holder to subscribe for one (1) new share in the Company during the period 7 – 21 June 2024 at an exercise price of SEK 0.02 per share, and one (1) warrant series TO 5 entitles the holder to subscribe for one (1) new share in the Company during the period 21 November – 5 December 2024 at an exercise price of SEK 0.0225 per share.

Allocation of units subscribed for without unit rights has been made in accordance with the allocation principles described in the EU Growth Prospectus that has been prepared in connection with the Rights Issue and published by the Company on 9 February 2024 (the “Prospectus”). Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated units shall be paid for in accordance with the instructions in the contract note.

Change in share capital and number of shares as well as dilution

The extraordinary general meeting on 16 January 2024 resolved on a reduction of the share capital. As a result, the share capital was reduced with SEK 48,417,131.175, from SEK 51,644,939.92 to SEK 3,227,808.745, and the quota value per share was reduced from SEK 0.08 to SEK 0.005.

Through the Rights Issue, the number of shares in Qlife increases with 3,015,002,794 shares, from 645,561,749 shares to 3,660,564,543 shares and the share capital increases by SEK 15,075,013.970 from SEK 3,227,808.745 to SEK 18,302,822.715. The dilution from the Rights Issue amounts to approximately 82.4 percent of the capital and votes of the Company.

In the event of full exercise of all issued warrants series TO 4 for subscription of new shares in the Company, the number of shares will increase with an additional 1,048,696,624 shares to a total of 4,709,261,167 shares and the share capital will increase by an additional SEK 5,243,483.120 to SEK 23,546,305.835. In the event of full exercise of all issued warrants series TO 5 for subscription of new shares in the Company, the number of shares will increase with an additional 1,048,696,624 shares to a total of 5,757,957,791 shares and the share capital will increase by an additional SEK 5,243,483.120 to SEK 28,789,788.955. In the event of full exercise of all issued warrants series TO 4 and TO 5, the additional dilution from the Rights Issue amounts to approximately 36.4 percent of the capital and votes of the Company.

In addition to the above, the extraordinary general meeting on 16 January 2024 also resolved on a bonus issue and an additional reduction of the share capital with an amount in SEK that corresponds to the increase of the share capital attributable to the new shares from the Rights Issue minus the minimum amount required to achieve an appropriate quota value for the Company’s share. As a result of the bonus issue and the additional reduction of the share capital, the Company’s share capital will, after the Rights Issue, first be increased with SEK 48,417,131.175 to SEK 66,719,953.890 through the bonus issue, and then be reduced with SEK 14,739,937.3794 to SEK 51,980,016.5106 through the reduction of the share capital, whereby the new quota value of the share will amount to SEK 0.0142.

Trading in BTU

Trading in BTU (Sw. betald tecknad unit) takes place on Nasdaq First North Growth Market under the short name QLIFE BTU until the Rights Issue has been registered with the Swedish Companies Registration Office, which is estimated to take place around week 11, 2024. After approximately one week, BTU will then be converted to shares and warrants. Trading in the shares and warrants will thereafter take place on Nasdaq First North Growth Market as soon as possible after completed registration with the Swedish Companies Registration Office.

Advisors

Eminova Partners Corporate Finance AB and Gemstone Capital A/S act as financial advisors, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal advisor to Qlife.

This information was provided by the contact person above for publication on 29-02-2024 20:14 CET