STENOCARE A/S: Conditional Rights Issue of up to 20.2 mDKK

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.

The Board of Directors in STENOCARE A/S (“Stenocare” or the “Company”) has today resolved to increase the share capital of Stenocare with up to a nominal amount of 3,233,999.52 DKK corresponding to 40,424,994 new shares (the “New Shares”) each with a nominal value of 0.08 DKK. The share capital increase is carried out as a rights issue with preferential rights (the “Subscription Rights”) for existing shareholders (“Rights Issue” or the “Issue”) at a subscription price of 0.50 DKK per New Share (the “Subscription Price”). The capital increase is conditional upon a minimum of 18,191,248 new shares being subscribed for, equivalent to a total subscription rate of approximately 45 percent, providing the Company with approximately 9.1 mDKK before deduction of transaction related costs. The Rights Issue is carried out by exercising clause 5.9 of the Articles of Association, granted to the Board of Directors at the Extraordinary General Meeting held earlier today, on 18 December 2024. In connection with the Rights Issue, the Company has received legally binding written pre-subscription commitments and compensation free guarantees from management and existing shareholders of 1.5 mDKK, corresponding to approximately 7.4 percent of the total Rights Issue.

Summary of the Rights Issue:

The Rights Issue is to be carried out on the following main terms:

• The capital increase is carried out as a Rights Issue with pre-emptive rights for existing shareholders exercising the granted authorization clause 5.9 at the Extraordinary General Meeting held earlier today, on 18 December 2024.
• Existing shareholders will receive two (2) Subscription Rights for every one (1) existing share, which are held on the record date of 6 January 2025. One (1) Subscription Right entitles the holder to subscribe for one (1) New Share in the Company.
• The Rights Issue comprises a maximum of 40,424,994 New Shares.
• The Subscription Price is set at 0.50 DKK per New Share.
• The last day of trading in the Stenocare share, including the right to receive Subscription Rights in the Rights Issue is 2 January 2025.
• The subscription period runs from 7 January 2025 9.00 A.M. CET to 20 January 2025 5.00 P.M. CET.
• Upon full subscription of the Rights Issue, Stenocare will be provided with approximately 20.2 mDKK before deduction of transaction-related costs.
• The resolution of the share capital increase by the Board is conditioned upon a minimum of 18,191,248 new shares being subscribed for. In the event that the required number of new shares is not subscribed, investors will be refunded their subscription amount, less any transaction costs and potential losses incurred from purchased Subscription Rights.
• The rationale is to ensure that Stenocare is provided with sufficient capital, to ensure cash runway for 2025 and 2026.
• Stenocare has received legally binding written pre-subscription commitments and compensation free guarantees from management and existing shareholders of 1.5 mDKK, which is equivalent to 3,000,000 shares. This corresponds to approximately 7.4 percent of the total Rights Issue.
• The Company’s share capital prior to the Rights Issue amounts to 1,616,999.76 DKK divided upon 20,212,497 shares with a nominal value of 0.08 DKK per share.

Table of content:

1. Background and use of proceeds
2. Detailed terms and conditions
3. Subscription undertakings
4. Expected timetable
5. Risk factors
6. Legal rights
7. Other information

1. Background and use of proceeds

History

Stenocare carried out a rights issue of units in May/June 2023 raising funds for further scaling of the core business, investment in the completion and commercialization of the indoor cultivation facility, and repayment of short-term debt, with the ambition of realising break-even by the end of 2023. Despite realising the majority of the milestones, Stenocare announced in August 2023 that due to six months later than anticipated approval process by the relevant medicine agencies of its compound product, that the sales expected in order to realise break-even was not realistic and postponed expected break-even to 2024.

Stenocare initially projected growth in gross sales and break-even for 2024, based on several strategic initiatives. While the Company successfully executed these initiatives, market conditions—such as a decline in medical cannabis sales in Denmark and pricing challenges—did not evolve as expected. As a result, Stenocare had to revise its sales forecast to 4.5 mDKK and acknowledged that achieving break-even in 2024 is no longer realistic. Based on these challenges, the Company has reassessed its strategy by focusing on the trading business to achieve increased sales and a lower cost base.

STENOCARE 3.0

The new STENOCARE 3.0 strategy will transform Stenocare into a trading company, and refocus all resources, staff and investments towards succeeding with sales of prescription-based products. A key new asset is the innovative patented ASTRUM 10-10 oil product that offers doctors and patients a better value proposition (versus competing products). This innovative new product has been approved for sales in Australia, Germany and Norway and the first patients will have access to the product within 30 days. ASTRUM 10-10 is produced by high-quality suppliers, eliminating the need for Stenocare’s own in-house production to scale efficiently. This puts Stenocare in a leading position to increase sales and win market share. The new strategy is building on existing assets, where the Company both has high quality suppliers and a proven logistical and distribution setup in 6 countries with 13 products approved for sales by the local health agencies.

With this new strategy, Stenocare will exit its cultivation activities at the Danish cultivation facility, significantly reducing costs, and streamlining the organization. The Company has determined that due to the timeline and the funding required, the likelihood of reaching breakeven for the facility is beyond its capabilities. Stenocare will be relieved of all related costs for the cultivation facility, including the substantial long-term lease and equipment lease. This is equivalent to a financial obligation of approximately 14 mDKK over the next 6 years, which will no longer burden the Company. Additionally, the Company will also have annual savings of approximately 4 mDKK on production staff and operating costs during 2025. In general, this decision has been deemed in the best interest for the shareholders of Stenocare by the Board and management.

Use of proceeds at conditioned subscription level and full subscription level

Upon full subscription of the Rights Issue Stenocare will be provided with approximately 20.2 mDKK in gross proceeds before deduction of transaction-related costs. The transaction-related costs, at full subscription, are estimated at approximately 1.7 mDKK resulting in net proceeds of approximately 18.5 mDKK.

Upon subscription and completion at conditional subscription, being 18,191,248 new shares, corresponding to a subscription rate of approximately 45 percent, Stenocare will be provided with approximately 9.1 mDKK in gross proceeds before deduction of transaction-related costs. The transaction-related costs, at the conditioned subscription rate, are estimated at approximately 0.9 mDKK resulting in net proceeds of approximately 8.2 mDKK.

The allocation of funds is based on two scenarios: an approximately 45 percent subscription level and a 100 percent subscription level.

At the 45 percent subscription level:

• 55 percent will be allocated to commercial activities including listing costs and associated working capital
• 45 percent will be used for servicing the convertible loan of 2.8 mDKK with interests and installments

At the 100 percent subscription level:

• 82 percent will be allocated to commercial activities including listing costs and associated working capital
• 18 percent will be used for servicing the convertible loan of 2.8 mDKK with interests and installments

Subscription rate higher than the conditioned level of 18,191,248 new shares is intended to improve the balance sheet in order to save interests costs and allocate these savings to sales activities.

Both scenarios, based on a set of sales forecasts, allow Stenocare to have cash runway for 2025 and 2026 with the conditioned subscription and longer with the full subscription.

2. Detailed terms and conditions

This section will describe the complete terms and conditions of the Rights Issue.

Structure

The share capital increase is carried out as a Rights Issue with pre-emptive rights for the Company’s existing shareholders. The Board of Directors is exercising clause 5.9 of the Articles of Association, granted to the Board at the Extraordinary General Meeting held on 18 December 2024.

Conditioned minimum offer and proceeds

The Board of Directors has resolved on the share capital increase subject to a minimum of 18,191,248 new shares being subscribed (the “Minimum Offer”), equivalent to a subscription rate of approximately 45 percent. Upon subscription of the Minimum Offer, Stenocare will be provided with approximately 9.1 mDKK in gross proceeds before deduction of transaction-related costs. The transaction-related costs associated with the Minimum Offer have been estimated at approximately 0.9 mDKK, providing the Company with approximately 8.2 mDKK in net proceeds. Upon completion of the Minimum Offer, it is estimated that the capital will be sufficient to ensure cash runway for 2025 and 2026.

Maximum offer and proceeds

The Rights Issue comprises of a maximum of 40,424,994 New Shares (the “Maximum Offer”).

Upon subscription of the Maximum Offer, Stenocare will be provided with approximately 20.2 mDKK in gross proceeds before deduction of transaction-related costs. The transaction-related costs associated with the Maximum Offer have been estimated at approximately 1.7 mDKK, providing the Company with approximately 18.5 mDKK in net proceeds.

Allocation of Subscription Rights

Existing shareholders are allocated two (2) Subscription Rights for each one (1) share held in the Company that the respective shareholder hold in their account at VP Securities (Euronext Securities Copenhagen) at the record date of 6 January 2025 at 5.00 P.M. CET. The holders of Subscription Rights can for every one (1) Subscription Right subscribe for one (1) New Share in the Company.

The last day of trading in the Company share, including the right to receive Subscriptions Rights in the Rights Issue is 2 January 2025.

Stenocare’s management and Board of Directors own, directly and indirectly, the following shareholdings prior to the Rights Issue:

Name	Association	Number of shares
Sc-Founders Holding ApS	Founders (incl Stenocare CEO+COO)	4,871,022
Stenocare A/S	The Company	232,567
Peter Bugge Johansen	CFO	147,824
Søren Melsing	Board Member	107,839
Marianne Højlund Wier	Chairman of the Board	75,443
Thomas Skovlund Schnegelsberg	CEO	56,306
Jeppe Bo Petersen	Board Member	1,667

Trading of Subscription Rights

The Subscription Rights will be admitted to trading on Nasdaq First North Growth Market Denmark under the ISIN code DK0063518246. The trading period for Subscription Rights runs from 3 January 2025 at 9.00 A.M. CET to 16 January 2025 at 5.00 P.M. CET.

Upon expiry of the trading period of Subscription Rights, any Subscription Rights not exercised will lapse without value, and the holders of lapsed Subscription Rights will not be entitled to any compensation.. Trading of Subscription Rights is conducted at the sole account and risk of the investor. No compensation will be provided in the event of withdrawal or if the Rights Issue fails to achieve the minimum subscription level of 18,191,248 new shares. Read more about the trading in the event of not completing the Rights Issue under the headline “Withdrawal of applications of subscription” and “Withdrawal of the Rights Issue”.

Subscription Price

The Subscription Price is 0.50 DKK for every one (1) New Share in the Company.

Subscription period

The subscription period for the Rights Issue commences from 7 January 2025 9.00 A.M. CET to 20 January 2025 5.00 P.M. CET.

Subscription with the support of Subscription Rights

Holders of Subscription Rights can subscribe for New Shares and must do so through their custodian institution or financial intermediary, in accordance with the rules of the respective institution. The deadline for notification of exercise depends on the holder’s agreement with, and the rules and procedures of, the relevant custodian institution or other financial intermediary and may be earlier than the end of the subscription period. Once a holder has exercised its Subscription Rights, the exercise may not be revoked or modified. During the trading period of Subscription Rights, holders of Subscription Rights who do not wish to exercise their Subscription Rights to subscribe for New Shares may sell their Subscription Rights on Nasdaq First North Growth Market Denmark, and a purchaser may use the acquired rights to subscribe for New Shares. Holders wishing to sell their Subscription Rights should instruct their custodian institution or other financial intermediary accordingly.

Subscription of remaining shares

Remaining shares may, without compensation to the holders of unused Subscription Rights, be subscribed for (i) by existing shareholders and new investors who have purchased Subscription Rights and subscribe for New Shares, and (ii) existing shareholders and new investors who submit a subscription form for subscription of remaining shares without support of Subscription Rights, and (iii) existing shareholders and investors who have entered into a compensation free guarantee commitment. There is no preferential right among (i) to (iii).

The subscription form shall be filled out and submitted to the account holders’ own bank according to their respective instructions and deadlines.

There is no overallotment option. If subscriptions with Subscription Rights and subscriptions without Subscription Rights exceed the number of remaining shares, an allocation-key will be applied, as specified under the headline “Plan of distribution and allotment”.

Subscription of remaining shares via subscription form

The subscription form is to be submitted to the investor’s own custodian bank within the subscription period. For a subscription to be binding, the subscription form must be submitted to the investor’s own custodian bank in due time for the custodian bank to process and deliver the order, so that the subscription has been received by Danske Bank A/S no later than 20 January 2025 at 5.00 P.M. (CET). It is solely the investor’s responsibility that their subscription is received in due course by Danske Bank A/S.

Temporary shares and payment and settlement of New Shares

Upon exercise of Subscription Rights and payment of the Subscription Price, temporary shares will be issued and allocated on subscribers’ account with VP Securities A/S (Euronext Securities Copenhagen). The temporary shares will be issued with the ISIN code DK0063518162. The temporary shares will not be admitted to trading on Nasdaq First North Growth Market Denmark under the temporary ISIN code. The temporary share is registered in VP Securities A/S (Euronext Securities Copenhagen) solely for the subscription of New Shares and will be held in VP Securities A/S (Euronext Securities Copenhagen) expected end of day 29 January 2025. The temporary shares will automatically be exchanged for ordinary shares. Registration of the New Shares with the Danish Business Authority is expected to take place on 24 January 2025.

Plan of distribution and allotment

Allocation of subscribed shares in the Rights Issue will be decided by the Company’s Board of Directors, with the following guiding principles:

1. Subscription with support of Subscription Rights
2. Subscription for remaining shares without support of Subscription Rights and compensation free guarantees

In the event of oversubscription, the Board of Directors has decided that allocation will be on a pro-rata basis with the number of shares allocated to each participant rounded down to the nearest whole number of shares. This means that each investor will receive a proportionate share of the available allocation based on the size of their subscription relative to the total oversubscriptions received. Individual investors will be informed of their respective allocations through their respective banks.

Withdrawal of applications of subscription

Instructions to exercise Subscription Rights related to the Rights Issue are irrevocable, except in the event of any material changes in connection with the information in the Company announcement announcing the Rights Issue which may affect the evaluation of the Subscription Rights, the New Shares or the existing shares, which occurs or is ascertained between the time of publication of said Company announcement and the completion of the Rights Issue or the delivery of the New Shares. In the event that a supplement to this announcement is published by the Company during the time for trading in Subscription Rights and/or the subscription period, investors will have the right to withdraw subscriptions made for New Shares within two (2) business days from publishing such information.

Withdrawal of the Rights Issue

The Rights Issue is subject to the Minimum Offer being subscribed for and is also subject to no events occurring prior to the registration of the share capital increase with the Danish Business Authority which, in the evaluation of the Board of Directors of the Company, would result in the completion of the Rights Issue being inadvisable. The Rights Issue may be withdrawn at any time prior to the registration of the capital increase related to the New Shares with the Danish Business Authority. In the event of withdrawal, none of the submitted subscriptions, with and without the support of Subscription Rights, for New Shares will be accepted and no New Shares will be issued. Trading with New Shares made prior to the withdrawal will not be affected.

If the Rights Issue is withdrawn, any exercise of Subscription Rights that has already taken place will be cancelled automatically. The subscription amount for the New Shares will be refunded (less any transaction costs) to the last registered holder of the New Shares at the time of withdrawal. All Subscription Rights will be cancelled, and none of the New Shares will be issued.

Trades involving Subscription Rights, executed during the trading period of Subscription Rights and completed will not be affected. Consequently, investors who have acquired Subscription Rights will incur a loss equivalent to the purchase price of the Subscription Rights and the transaction costs associated with their acquisition of the Subscription Rights if the conditioned level is not met or the Rights Issue is withdrawn.

Investors who have acquired New Shares will receive a refund of the subscription amount for the New Shares (less any transaction costs). Consequently, investors who have acquired New Shares may incur a loss corresponding to the difference between the purchase price and the Subscription Price of the New Shares and any related transaction costs.

The Company is not liable for any losses that investors may suffer as a result of withdrawal or if the Rights Issue fails to achieve the minimum subscription level of 18,191,248 new shares including but not limited to, any transaction costs or lost interest.

Trading in Subscription Rights and/or New Shares prior to the completion of the Rights Issue is made at the holder’s own account and risk.

Any withdrawal of the Rights Issue will be announced immediately through Nasdaq First North Growth Market Denmark.

Announcement of the result of the Rights Issue

The result of the Rights Issue, and whether the Rights Issue has met the Minimum Offer, will be communicated in a company announcement expected to be published 22 January 2025.

In the event that the Minimum Offer has not been met, the Company will not have reached its minimum capital need and must therefore strategize their financing strategies, where a shorter runway and other financing models must be taken into consideration. Read more about the financial risks under the headline “Financial risks”.

Change of share capital and dilution

At the assumption of a fully subscribed Rights Issue, the number of shares in the Company will increase by a maximum of 40,424,994 New Shares, from 20,212,497 shares to 60,637,491 shares, and the share capital will increase by a maximum of 3,233,999.52 DKK, from 1,616,999.76 DKK to 4,850,999.28 DKK. This means that existing shareholders who choose not to participate in the Rights Issue will, if fully subscribed, experience a dilution corresponding to approximately 67 percent. At the assumption of the minimum subscription, the number of shares in the Company will increase by 18,191,248 new shares, from 20,212,497 shares to 38,403,745 shares, corresponding to a dilution of approximately 47 percent, and the share capital will increase by 1,455,299.84 DKK, from 1,616,999.76 DKK to 3,072,299.60 DKK.

3. Subscription undertakings

Stenocare has received legally binding written pre-subscription commitments from HHTM ApS. Stenocare has also received legally binding written pre-subscription commitments as well as compensation free guarantees from Thomas Skovlund Schnegelsberg, Peter Bugge Johansen and Martin Thulstrup Steno Petersen. Lastly, Stenocare has received legally binding written compensation free guarantees from Steno Group ApS. The commitments amount to 1.5 mDKK in total in cash, which is equivalent to 3,000,000 shares (which corresponds to approximately 7.4 percent of the total Rights Issue). The full list of pre-subscribers and their subscription amounts are set out in the table below:

Name	Association	Pre-subscription (DKK)	Guarantee (DKK)	Part of the Issue
HHTM ApS	Existing shareholder	1,000,000	0	4.95%
Thomas Skovlund Schnegelsberg	CEO and Co-founder	56,306	143,694	0.99%
Peter Bugge Johansen	CFO	147,824	52,176	0.99%
Steno Group ApS	Founding company	0	50,000	0.25%
Martin Thulstrup Steno Petersen	Existing shareholder	2,700	47,300	0.25%
Total		1,206,830	293,170	7.42%

All investors who have entered into pre-subscription commitments in the Rights Issue are guaranteed a full allotment in accordance with their respective commitments. For the compensation free guarantees, the underwriting commitments does not create any preferential rights to allotment and/or any guaranteed allotment in the Rights Issue.

The commitments have not been secured through advance transactions, bank guarantees or similar. Furthermore, the commitments of 1.5 mDKK are not associated with any compensation. Subscription in accordance with the commitments are made to the same terms as in the Rights Issue.

The pre-subscriber’s commitments and compensation free guarantees are documented in separate bilateral agreements.

Based on the pre-subscription levels and compensation free guarantees outlined above, and the terms outlined in this Rights Issue, the share capital and ownership structure are as follows, assuming that all are able to subscribe with the full amount:

Name	Time of announcement		Rights Issue
			Minimum subscription			Maximum subscription
	Shares	Ownership	New shares	Total shares	Ownership	New shares	Total shares	Ownership
HHTM ApS	2,431,452	12,0%	2,000,000	4,431,452	11,5%	2,000,000	4,431,452	7,3%
Peter Bugge Johansen	147,824	0,7%	400,000	547,824	1,4%	400,000	547,824	0,9%
Thomas Skovlund Schnegelsberg	56,306	0,3%	400,000	456,306	1,2%	400,000	456,306	0,8%
Steno Group ApS	0	0,0%	100,000	100,000	0,3%	100,000	100,000	0,2%
Martin Thulstrup Steno Petersen	2,700	0,0%	100,000	102,700	0,3%	100,000	102,700	0,2%
Free float *	17,574,215	86,9%	15,191,248	32,765.463	85,3%	37,424,994	54,999,209	90,7%
Total	20,212,497	100,0%	18,191,248	38,403,745	100,0%	40,424,994	60,637,491	100,0%

* In the Free float figure of 17,574,215 shares, Sc-Founders Holding ApS are included.

4. Expected timetable

This section outlines the expected timetable for the Rights Issue and includes important dates. It must be noted that custodian banks and financial institutions might have different deadlines. The Company will publish company announcements in the event of any delay, or other factors that will impact on the timetable:

• 18 December 2024: Extraordinary General Meeting
• 18 December 2024: Announcement of Rights Issue
• 2 January 2025: Last day of trading including the right to receive Subscription Rights
• 3 January 2025: First day of trading without the right to receive Subscription Rights
• 3 January 2025: First day of trading period of Subscription Rights
• 6 January 2025: Record date
• 7 January 2025: First day of subscription period
• 16 January 2025: Last day of trading period of Subscription Rights
• 20 January 2025: Last day of subscription period
• 22 January 2025: Announcement of result of Rights Issue
• 24 January 2025: Expected registration of the capital increase at Danish Business Authority
• 28 January 2025: First day of trading New Shares

5. Risk factors

Sales and market risks

Distribution agreements: Stenocare sells its products via licensed distributors and according to general rules and regulations for prescription-based medicines, the Company may not advertise their products to pharmacies, doctors and patients. Stenocare is dependent on distributors being able and willing to make Stenocare products available to pharmacies and hospitals. The distributor contracts are renewed annually. There is a risk that a distributor will choose to terminate its cooperation with Stenocare, which may result in loss of revenue for Stenocare. There is also a risk relating to the fact that a small number of customers (distributors) account for a large proportion of Stenocare’s total operating income.

Market growth: Despite the many optimistic market-sizing forecasts for the future, and despite Stenocare is well-established in key markets, it can be challenging to assess the sales potential of Stenocare products. The medical cannabis industry and markets are still very young, for which reason there is limited historical evidence of the extent to which and when markets grow, and competition will form and increase.

Suppliers of products: Stenocare is sourcing finished medical cannabis products from suppliers that cultivate and produce in their own facilities. Stenocare has strategic partnerships with these suppliers, and the risk is they could potentially change their strategy in the future and wish to end the supply agreements. Suppliers could also risk having challenges with delivering products to Stenocare, which will influence sales.

Competition: In some markets, traditional competition between suppliers like Stenocare can potentially be influenced by local Government changing product subsidies. The risk is the Company cannot compete with products that receive subsidy. There is no uniform policy in Europe, and this will differentiate the markets.

License to operate with medical cannabis: To be able to sell medical cannabis, the appropriate licenses must be obtained from the health authorities and products must be approved for sales. There is a risk that local Governments might change the rules and regulations that could potentially influence Stenocare’s ability to sell their products in that market.

ASTRUM 10-10: The new innovative Stenocare product, that has the potential to revolutionize the medical cannabis industry. The product is expected to increase sales and market share for the Company because it has better value propositions compared to competitors’ products. However, there is a risk that doctors and patients do not perceive the benefits that Stenocare has identified in the pharmacokinetic study with dogs.

Company resources risks

Key roles: Stenocare is dependent on key people to conduct its business and maintain permits. The critical roles for executing the STENOCARE 3.0 strategy are the Pharma Qualified Person (QP) and Chief Commercial Officer. There is a risk that a loss of one or more key employees would have adverse consequences for Stenocare’s business operations and financial results. There is a risk that Stenocare needs to recruit staff to replace key personnel or outsource, which can be a costly process, both in terms of time and cost.

Objectives and milestones: There is a risk that STENOCARE 3.0 objectives will not be achieved within the established timeframe and/or that it takes longer than planned to reach the milestones, which may adversely affect Stenocare’s operations, results and financial position.

Financial risks

Rights Issue: There is a risk that the Minimum Offer may not be fully subscribed, which would result in the Rights Issue not being completed. If the Rights Issue is not completed, the Company must reconsider the capitalization plan including the conditional agreement regarding the cultivation facility. In this situation, the Company may not be able to fulfill its financial obligations including the convertible loan.

6. Legal rights

This section outlines the rights of the New Shares.

The shares transferability

As of the date of this announcement, there are no general restrictions in the transferability of the existing shares registered and neither will it be for the New Shares.

General rights attached to the New Shares

The New Shares will have identical rights as the existing shares. These include voting rights, right to receive dividends, the right to participate in the proceeds in case of a dissolution or liquidation of the Company. All shares have equal rights in the event of insolvency, liquidation or winding up. The rights of the shareholders can only be changed in accordance with the procedures specified in the Articles of Association and the Danish Companies Act (no. 1451 of 09/11 2022).

The New Shares expected to be issued in connection with the Rights Issue are ordinary shares and no shares of the Company carry special rights. At general meetings, each share has one vote, and each shareholder can vote for their full number of shares without limitation. The right of a shareholder to attend a general meeting and to vote is determined by the shares held by the shareholder at the record date.

Right to dividend

The New Shares will, when fully paid up and registered with the Danish Business Authority, have the same rights as the existing shares, including with respect to eligibility for any dividends paid to holders of shares. Stenocare is a growth company and has not since its formation paid dividends to the shareholders.

In the event of a dividend, all shares in the Company carry equal right to dividends. Consequently, the New Shares from the Rights Issue is eligible for dividends as of the date of registration with the Danish Business Authority. The registration is expected to take place on 24 January 2025. Further, the right to dividends applies to investors who are registered as shareholders in Stenocare on the record day applicable for the distribution of dividends. Any dividends will be paid in DKK to the shareholder's account with VP Securities. No restrictions on dividends or special procedures apply to holders of shares who are not residing in Denmark. Dividend withholding tax may be withheld by the Company in accordance with applicable Danish law.

7. Other information

Compliance

Any holders of Subscription Rights that exercise any of their Subscription Rights shall be deemed to have represented that they have complied with all applicable laws. Custodian banks exercising Subscription Rights on behalf of beneficial holders shall be deemed to have represented that they have complied with the Rights Issue procedures set forth in this announcement. Upon expiry of the trading period of Subscription Rights, any Subscription Rights not exercised will lapse without value, and the holders of lapsed Subscription Rights will not be entitled to any compensation.

Legal regulations

The New Shares are issued according to the Danish Companies Act (no. 1451 of 09/11 2022) and the Company’s Articles of Association as at the date of this announcement. Stenocare is, moreover, subject to general Danish legislation, including Regulation (EU) 2017/1129 and the Danish Act on Capital Markets (no. 41 of 13/01/2023). Due to its listing on Nasdaq First North Growth Market Denmark, a multilateral trading facility platform, Stenocare is bound to the obligations set out in the applicable Nasdaq First North Growth Market regulations. Companies admitted to trade on Nasdaq First North Growth Market are subject to the European parliament and the Council Regulation (EU) No 596/2014 on Market Abuse Regulation (MAR) which contains regulation on information obligations and a prohibition on market abuse. Such obligations include, but are not limited to, complying with disclosure and information requirements in the Danish Securities market.

Tax considerations

An investment in the Rights Issue may result in tax consequences for the investor. Stenocare is a Danish registered company that has unlimited tax liability in Denmark. The Company’s New Shares will be traded on Nasdaq First North Growth Market Denmark, a multilateral trading facility (MTF), and the shares in Stenocare are therefore covered by the Danish tax rules for listed shares. The tax legislation in the investor’s jurisdiction may influence any income received from the Issue described in this announcement. Taxation of any dividend, as well as capital gains tax and rules regarding capital losses on sale of securities depends on the individual investors’ specific situation. Shareholders may need to consult their own accountant or tax adviser for a closer assessment of tax consequences, including applicability and effect of foreign tax rules and tax treaties when a shareholder being in Stenocare.

Conflict of interest

Keswick Global AG (“Keswick”) is the Certified Adviser, Gemstone Capital ApS ("Gemstone") is the financial adviser, Lund Elmer Sandager (“LES”) is a legal advisor, Danske Bank A/S (“Danske Bank”) is the issuing agent as well as the settlement agent to Stenocare in connection with the Rights Issue. These parties receive a pre-agreed remuneration for services in connection with the Rights Issue.

Gemstone has a financial interest in the Company as a result of their holdings of shares in Stenocare. The Company’s CEO Thomas Skovlund Schnegelsberg, CFO Peter Bugge Johansen, Chairman BoD Marianne Wier and Board member Søren Melsing Frederiksen have financial interest in the Company as a consequence of larger shareholdings in the Company. Apart from the shareholdings mentioned, there are to the Company’s best knowledge, no member of the Board of Directors or executive management who has any other private interests which might conflict with the Company’s interests.   

Miscellaneous

Stenocare has not been a party to any legal, arbitration or governmental proceedings (including pending cases or such that the Company is aware may arise), during a period covering at least the previous 12 months, that have had or could have significant effects on the Company's financial position or profitability. Nor has the Company been informed of claims that could lead to Stenocare becoming a party to such a process or arbitration. There are no arrangements, known to Stenocare, which may at a subsequent date result in or prevent a change in control of the Issuer. No provisions in Stenocare Articles of Association, statutes, charter, or bylaws have an effect of delaying, deferring, or preventing a change in control of Stenocare.

Additional information

STENOCARE A/S (CVR no. 39024705, LEI no. 549300NCH67H3GA28R82) is headquartered in the Municipality of Randers and the Company’s headquarters are located on the address, Nyholmsvej 4, DK-8930 Randers Ø, Denmark. Mobile (+45) 31 77 00 60, www.stenocare.com

Corporate matters

The Company’s share capital is fully paid up. The Company is registered with the Danish Business Authority with CVR no. 39024705 and governed by Danish laws.

Key people and advisers

The Board of Directors

Marianne Wier, Chairman of the Board

Søren Melsing Frederiksen, Board Member

Jeppe Bo Petersen, Board Member

Rolf Steno, Board Member

Management

Thomas Skovlund Schnegelsberg, CEO and co-founder

Peter Bugge Johansen, CFO

Rolf Steno, CCO

Søren Kjær, COO

Certified Advisor

Keswick Global AG
Hoffingergasse 16/1/1,
Vienna, A-1120,
Austria

Important notice

This announcement is for the information of the Company's shareholders and does not constitute an offer or invitation to subscribe for or purchase subscription rights or shares in the Company. There is no public offer of shares outside Denmark. Persons outside Denmark who come into possession of information about the Rights Issue are advised by the Company to observe any restrictions and should inform themselves about the legislation, including tax consequences, that may be relevant to them prior to investing in shares issued by STENOCARE A/S.

This announcement contains certain forward-looking statements, including statements about the Company's operations. Such forward-looking statements are based on information, assumptions and estimates that the Company believes are reasonable. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements or industry performance to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. If one or more of these risks or uncertainties materialize, or if an underlying assumption proves incorrect, the Company's actual financial position or results of operations could differ materially from those described as assumed, evaluated, estimated or expected.