STENOCARE A/S: Announcement of Exercise Price of Warrants of Series TO1

STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER:  STENO

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

This information is information that STENOCARE A/S is obliged to publish in accordance with the EU Market Abuse Regulation. The information was provided by the contact person below for publication on Dec 06, 2023.

The exercise price of the warrant of series TO1 has been set at 2.11 DKK and the exercise period runs from 6 December 2023 9.00 AM (CET) to 19 December 2023 5.00 PM (CET).  The warrants of series TO1 are tradable with the last day of trading set to 15 December 5.00 PM (CET).

The Issue

STENOCARE A/S (“Stenocare” or “the Company”) completed a rights issue of units (“Unit Rights Issue” or “the Issue”) in May/June 2023. In connection with the Issue, a total of 1,167,612 warrants of series TO1 (“Warrants” or “the Warrants”) were issued. Following the Issue, Stenocare converted 5.0 mDKK worth of debt into units on the same terms as those that applied in the Unit Rights Issue. This conversion resulted in the issuance of 545,387 warrants of series TO1. In total, the Company has issued 1,712,999 warrants of series TO1. Each Warrant gives the holder the right to subscribe for one new share in Stenocare. For the Warrants not to expire without value, it is required that the warrant holder actively exercises the warrants no later than 19 December 2023, 5.00 PM (CET), or sells the Warrants no later than 15 December 2023, 5.00 PM. Please note that custodian banks might have different deadlines than the official exercise period.

The Stenocare investor homepage provides information about the company and the TO1 Warrant transaction: https://stenocare.com/share-issue-to1-2023/

The amendments

On 29 November 2023, Stenocare announced amended terms for its upcoming warrants of series TO1 and TO2. The modifications for the series TO1 warrants included the removal of the minimum and maximum price, previously set at a minimum of 3.21 DKK and a maximum of 6.70 DKK. Additionally, the exercise period was revised from the original schedule of 1 December 2023 to 14 December 2023, to a new timeframe of 6 December 2023 to 19 December 2023. Consequently, the pricing period has also been adjusted. While it remains a 10-day volume-weighted average price (VWAP) of the Company’s shares on the Nasdaq First North Growth Market prior to the first day of the exercise period, the exercise price is now calculated using the VWAP from 22 November 2023 to 5 December 2023, with a 30% discount.

The compensation

Following the amendments, Stenocare is offering compensation to warrant holders who meet all the following criteria:  

• The warrant holder must have sold warrants of TO1 between 20 June 2023, 9.00 AM (CEST) and 29 November 2023, 4.41 PM (CET) and provide bank documentation of the sale(s).  
• The warrant holder must have purchased warrants of TO1 between 29 November 2023, 4.42 PM (CET) and 15 December 2023, 5.00 PM (CET) and provide bank documentation of the purchase(s).  
• Compensation is only given if the warrant holder has realized a loss (ie. purchase price minus sold price)
• The warrant holder must have exercised warrants of series TO1 between 6 December 2023, 9.00 AM (CET) and 19 December 2023, 5.00 PM (CET) and provide bank documentation of the exercise.  
• The warrant holder will be compensated for the difference between the sold amount and the purchased amount. Compensation is only given up to the maximum units of TO1 warrants sold before 29 Nov, 4,41 PM.
• The warrant holder cannot be compensated for a higher number of warrants of series TO1 than what has been exercised.  
• Warrant holders must exercise warrants of series TO1 to be eligible for compensation.  
   

After the exercise period ends, warrant holders who fulfill these requirements for compensation must send a request to [email protected] with documentation proving their eligibility for compensation and the final compensation amount. Stenocare will process these compensation requests after the exercise period and expects to finalize them in January 2024. 

The proceeds and dilution

If all warrants of series TO1 are exercised, Stenocare is expected to receive approximately 3.6 million DKK before transaction-related costs. These costs are estimated to be 0.3 million DKK, resulting in net proceeds of approximately 3.3 million DKK for the Company. As of the date of this announcement, the Company’s registered share capital has a nominal value per share of 0.08 DKK and totals 15,102,124 shares. All existing shares are issued and fully paid up, with each share representing one vote. Assuming all warrants of series TO 1 are exercised, the number of shares in Stenocare will increase by a maximum of 1,712,999 new shares, from 15,102,124 to 16,815,123 shares, and the share capital will increase by a maximum of 137,039.92 DKK, from 1,208,169.92 DKK to 1,345,209.84 DKK. Shareholders who opt not to participate in the warrant exercise may experience a dilution of up to approximately 10.2 percent.

Summarized terms for the warrants of series TO1:

• Exercise price: 2.11 DKK
• Exercise period: 6 December 2023 – 19 December 2023
• Last day of trading warrant of series TO1: 15 December 2023
• Issue volume: 1,712,999 warrants of series TO1
• Dilution: Up to approximately 10.2 percent