Resqunit enters conditional agreement on purchase of IPR and financing to enable continued development of existing operations

Resqunit AB (publ) ("Resqunit" or the "Company") has today announced its entry into a conditional agreement for the acquisition of intellectual property rights and a capital injection from Bio Vitos Norge AS ("Bio Vitos" and the "Acquisition" respectively). The intellectual property rights (the “IPR”) acquired primarily encompass business assets related to the distribution and sale of health products containing Omega 3 (the "New Business"). The board of directors of the Company has evaluated the New Business as a significant opportunity to enhance the Company's potential for achieving positive cash flow in the short term. Concurrent with the potential Acquisition, the Company will receive funding aimed at commercializing the Company’s existing business (the “Existing Business”) to maximize its value realization.

Stockholm, 20th March 2024: Resqunit AB stands out as a pioneer in European mass production of cutting-edge technology designed to prevent the loss of marine equipment worldwide. The Company's innovation directly tackles one of the most pressing environmental issues affecting fishing nations globally. The loss of equipment at sea not only results in significant economic losses for fishermen but also poses a grave threat to marine ecosystems, wildlife, and the future sustainability of oceanic resources upon which we rely.

Despite Resqunit's groundbreaking technology, the Company faces challenges within a market that is still relatively underdeveloped. Introducing such innovative and disruptive products to a traditionally conservative industry presents hurdles in market penetration that surpass initial expectations. However, as the problem we aim to solve continues to escalate, we maintain a steadfast long-term vision for widespread adoption of preventative technology to combat ghost fishing and equipment loss in the fishing industry.

In recent months, the Company's Board of Directors has actively pursued various solutions to ensure that shareholders can benefit from future success while also fostering short-term value creation within the Existing Business.

Resqunit and Bio Vitos share a mutual dedication to preserving the health of our oceans and its vital role in human well-being. While Resqunit pioneers technology for the fishing industry, Bio Vitos utilizes sustainably sourced fish from Norwegian waters to develop and market health-promoting products for both humans and animals. Their product range primarily includes succinate-based medications and Omega 3-based supplements, with a focus on markets in Europe, the USA, and Asia.

In light of these shared goals and values, the Company's Board of Directors has entered into a conditional agreement for the purchase of the IPR with Bio Vitos. The Acquisition is proposed to be executed through a directed new issue of shares in the Company to Bio Vitos (the "New Issue"). Payment for these newly issued shares will be made through the offset of claims against Resqunit that Bio Vitos acquires through the transfer of the IPR to Resqunit.

Following the New Issue, Bio Vitos will hold 90 percent of all outstanding shares in Resqunit, which will subsequently be distributed to Bio Vitos's owners as per relevant distribution requirements. In the event of the Acquisition’s completion, Bio Vitos intends to propose the appointment of a new board of directors in compliance with Nasdaq regulations. The completion of the Acquisition is subject to approval by an extraordinary general meeting of Resqunit (the "Meeting"), which must endorse all proposed resolutions outlined in this announcement. Additionally, Nasdaq approval of the Acquisition, including the Share Issue, may be required. The Share Issue will only proceed once all conditions for the Acquisition have been met.

The Acquisition

The now proposed Acquisition means in brief, if approved by the Meeting and Nasdaq, that:

• Bio Vitos issues a total cash consideration to Resqunit of SEK 2 million, to be used for the purpose of creating scope to realise the values of the Existing Business.
   
• In the event of any future realisation of the values of the Existing Business, the existing shareholders of Resqunit shall benefit from the value. For more information on the Existing Business and how the rights of existing shareholders with respect to the Existing Business are realised, see below under "The continued operation of the Existing Business". 
   
• Resqunit acquires the IPR for the New Business from Bio Vitos for an agreed technical value of SEK 3,394,732.75. In addition, Bio Vitos undertakes to secure the Company's continued financing during the next twelve-month period. In addition, Bio Vitos undertakes to cover Resqunit's costs specifically related to the execution and approval of the Acquisition.
   
• The IPR includes inventory at av value of SEK 600,000 consisting of Omega-3 NORTH NORWAY products.
   
• As consideration for the IPR, inventory, and the cash contributed to Resqunit in connection with the Acquisition, Bio Vitos will receive new shares in Resqunit corresponding to 90 per cent of all outstanding shares in the Company after the New Issue. The newly issued shares will in turn be distributed to Bio Vitos's shareholders at the relevant time in order to fulfil the applicable distribution requirements. 
   

Further on the New Business and the IPR

The New Business will operate under the name "RESQ". Bio Vitos recognizes the considerable potential for increased retail trade and sales on Amazon within the health food products sector. RESQ's ambition is to carve out a significant presence in both the retail market and on Amazon within the health food segment. Alongside Amazon, primary attention will be directed towards sales in Sweden, Germany, Austria, the UK, and the US markets. The overarching vision is to emerge as one of the foremost suppliers of Omega 3 to the retail market across Europe. The Company's growth strategy entails leveraging its own sales network in the aforementioned markets, as well as through Amazon channels.

The continued operation of the Existing Business

The Existing Business will continue to be conducted in Resqunit’s wholly owned subsidiary Resqunit AS (the “Subsidiary”) with the ambition to further develop the values of the Existing Business and the Subsidiary over time. Any potential transfer of the Existing Business or the Subsidiary will only occur under circumstances that align with Nasdaq's requirements for the sustained operation of the Existing Business while the New Business undergoes further development.

The board's intention is to ensure that the existing shareholders of Resqunit, i.e. the shareholders of the Company prior to the completion of the New Issue (the “Existing Shareholders”), shall be granted a right but not an obligation to acquire the shares in the Subsidiary. This shall be secured by Resqunit setting up another subsidiary (“Resqunit Intressenter”), which through an agreement with Resqunit shall be granted a purchase option (the “Option”) to acquire all shares in the Subsidiary at a purchase price equal to the book value (or other optimized value determined by Resqunit) of the Subsidiary at time of purchase. The Option shall be granted by Resqunit without any remuneration and the strike period of the Option shall occur during a three-month period starting twelve months from the potential final execution of the Acquisition. As part of the Acquisition, it will be proposed to the Meeting to approve the distribution of the shares in Resqunit Intressenter to the Existing Shareholders. The record date for the distribution of all shares in Resqunit Intressenter will, in accordance with what is stated above, fall on such a day that the shares issued in the New Issue do not entitle to such distribution. 

The Meeting

The board of directors plans to call for the Meeting and propose resolutions on all the matters outlined above. The Company aims to issue this notice promptly, with the latest date set for Friday, March 22nd. The notice will provide comprehensive information regarding the Acquisition, including specific terms and conditions for the New Issue and the distribution of Resqunit Intressenter, among other details.

Continued listing and timetable

Should Nasdaq deem the Acquisition to constitute a significant alteration to Resqunit's business in accordance with applicable regulations, Bio Vitos will assume all expenses related to obtaining approval for continued listing. Both the Company and Bio Vitos are committed to promptly initiating discussions with Nasdaq concerning the Acquisition and striving to finalize the process as expeditiously as feasible. Resqunit will ensure that the market remains informed about the Acquisition and Nasdaq's deliberations on the subject.

DISCLOSURE REGULATION

This information is information that Resqunit AB is obliged to make public pursuant to the EU Market Abuse Regulation (MAR) 596/2014. The information in this press release has been published through the agency of the contact persons set out below, on March 20th, 2024, at 16:15 CET