The board of Peptonic resolves, subject to the approval a subsequent general meeting, on a rights issue of units of approximately SEK 26.5 million

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Peptonic medical AB ("Peptonic” or the "Company") announces that the board today, subject to approval of a subsequent general meeting, has decided to carry out an issue of units with preferential rights for existing shareholders of approximately SEK 26.5 million (the "Rights Issue"). The Rights Issue is subject to approximately 60.0 percent of subscription commitments and underwriting commitments. The Company has also arranged a short-term bridge loan from Fenja Capital I A/S (the ‘’Lender") amounting to SEK 4.5 million (the ‘’Bridge Loan"). The Rights Issue is conditional upon the extraordinary general meeting also resolving to reduce the Company’s share capital. Furthermore, Kristina Ingvar has announced that she, for personal reasons, wishes to leave the board of directors in connection with the extraordinary general meeting. Notice of the extraordinary general meeting will be published through a separate press release.

Summary

• The board of directors of Peptonic has, subject to the approval of a subsequent general meeting, decided to carry out a rights issue of a maximum of 115,186,060 units. Each unit consists of fifty (50) shares.
• In case of full subscription in the Rights Issue, Peptonic will receive approximately SEK 26.5 million before issue costs.
• The Rights Issue is covered to approximately 35.3 percent of subscription commitments, approximately 17.2 percent of bottom underwriting commitments and approximately 7.5 percent of top down-underwriting commitments. The Rights Issue is thus covered to approximately 60.0 percent of subscription commitments and underwriting commitments. Subscription and underwriting commitments are not secured by bank guarantee, blocked funds, pledge or similar arrangements.
• Anyone who is registered as a shareholder in Peptonic in the shareholder registry on the record date January 9, 2025, receives one (1) unit right for each share owned in the Company. Fifty (50) unit rights give the holder the right to subscribe for one (1) unit.
• The subscription price per unit amounts to SEK 0.23, corresponding to SEK 0.0046 per share.
• The subscription period for the Rights Issue will run from and including 13 January 2025, to and including 27 January 2025.
• The Rights Issue is conditional upon the approval by the subsequent extraordinary general meeting. Furthermore, the Rights Issue is conditional upon the extraordinary general meeting also resolving on a reduction of the share capital.

Background and motive in summary

During the year, Peptonic has carried out extensive renewal efforts and streamlined its operations. The business is strategically focused on strengthening its presence in key markets: the USA, the Nordics, and Europe. Early in the year, the board and management made a decisive decision to expand into the American market and prepare for a full-scale launch of its over-the-counter self-care products, VagiVital and Vernivia, by the end of 2024. This initiative marks a significant milestone and signals a new phase for Peptonic. The Nordic markets are showing steady and impressive growth, while sales in Europe continue primarily through partners. Additionally, the product portfolio has been expanded with four new products, and a couple more are planned for launch under 2025.

The board and management have also made a strong commitment to reduce the Company's costs. Through several structural and cost-saving measures implemented during the year, the Company expects its net costs to decrease by approximately SEK 22 million annually. These actions significantly strengthen cash flow and create room for a strategic reallocation of resources to the Company's expansion. Efforts are also underway to optimize production processes, which will gradually lead to improved margins.

To ensure stable sales growth and a competitive product portfolio, additional capital is required. The expansion into the U.S. market and growth in the Nordics as well as other parts of Europe are key steps in the Company's growth journey—initiatives that are crucial for achieving positive cash flow in the second half of 2025. Through the Rights Issue, the Company intends to support its continued establishment in international markets, gradually strengthen its product portfolio, and reduce debt through the repayment of interest-bearing loans.

Upon subscription in the Rights Issue, the Company will receive net proceeds of approximately SEK 22.9 million after deduction of issue costs of approximately SEK 3.6 million, including the underwriting compensation of approximately SEK 0.7 million. Upon full subscription in the Rights Issue, the net proceeds from the Rights Issue are intended to be allocated as follows:

• Full repayment of the Bridge Loan
• Expansion in the USA, including the development of an interactive website, e-commerce platform, content, and targeted digital sales and marketing campaigns
• Product development (continuously strengthening the offering for partners and consumers)
• Other operational and regulatory costs as well as the launch of new products

Terms for the Rights Issue

Peptonic's board has, subject to approval of a subsequent general meeting, decided on the Rights Issue, in accordance with the following main terms:

• For every (1) share owned as of the record date on 9 January 2025, the holder receives one (1) unit right. Fifty (50) unit rights give the right to subscribe for one (1) unit. Each unit consists of fifty (50) shares.
• The Rights Issue involves an issue of a maximum of 115,186,060 units, corresponding to 5,759,303,000 shares.  
• The subscription price per unit amounts to SEK 0.23, corresponding to SEK 0.0046 per share.
• In the event of full subscription in the Rights Issue, the Company receives issue proceeds of approximately SEK 26.5 million, before issue costs.
• The subscription period for the Rights Issue will run from and including 13 January, 2025, to and including 27 January 2025.

Number of shares, share capital, and reduction of the share capital and the quota value of the share

As part of the Rights Issue, the board of directors will also propose that the extraordinary general meeting resolves to reduce the Company's share capital without cancellation of shares for allocation to non-restricted equity. The share capital is proposed to be reduced by approximately SEK 13,822,327.81, from approximately SEK 40,315,121.68 to approximately SEK 26,492,793.86, meaning that the Company's share will have a new quota value of SEK 0.0046.

Through the Rights Issue, the share capital may increase by a minimum of approximately SEK 15,908,716.59 and by a maximum of approximately SEK 26,492,793.80, from approximately SEK 40,315,121.68 to a minimum of approximately SEK 56,223,838.27 and to a maximum of approximately SEK 66,807,915.48. The number of shares may increase by a maximum of 5,759,303,000 from 5,759,303,014 shares to a maximum of 11,518,606,014 shares.

Shareholders in the Company who do not subscribe for shares in the Rights Issue will experience a dilution of their shareholding. A fully subscribed Rights Issue entails a dilution corresponding to approximately 50.0 percent.

Subscription commitments and underwriting commitments

The Rights Issue is covered to approximately 35.3 percent by subscription commitments, approximately 17.2 percent of bottom underwriting commitments and approximately 7.5 percent of top down-underwriting commitments. The Rights Issue is thus covered to approximately 60.0 percent of subscription commitments and underwriting commitments. The subscription and underwriting commitments are not secured by bank guarantee, blocked funds, pledge or similar arrangements. Further information regarding the parties that have entered into subscription and underwriting commitments will be provided in the investment memorandum that the Company intends to publish before the start of the subscription period.

The bottom underwriting commitments may only be called upon in case the Rights Issue is not subscribed to more than approximately 52.5 percent by shareholders or others without preferential right. The top down-underwriting commitments may only be called upon in case the Rights Issue is not subscribed to more than approximately 100 percent by shareholders or others without preferential right. Subscription commitments have been submitted by existing shareholders.

Underwriting compensation for bottom underwriting commitments is paid as either 15 percent of the underwritten amount in cash compensation or 20 percent of the underwritten amount in the form of shares. Underwriting compensation for top down-underwriting commitments is paid as 20 percent of the underwritten amount in the form of shares. The compensation for the underwriting commitment paid in the form of shares, shall be paid at a settlement price that corresponds to the subscription price in the Rights Issue. No compensation is paid for the entered subscription commitments.

If the subscription commitments are not fulfilled by at least 50 percent within one week from the last day of the subscription period and provided that the respective underwriter itself has fulfilled its subscription commitment (as applicable), each underwriter is not bound to fulfil its commitments under the underwriting commitment. In such case, 50 percent of the guaranteed compensation shall be paid to the guarantor.

Exemption from mandatory offer

The Company's largest shareholder, Maida Vale Capital AB (“Maida Vale”) may, through fulfilment of its subscription and underwriting commitment and by receiving shares as compensation for its underwriting commitment, become the holder of shares in the Company representing more than three-tenths of the voting rights of all shares in the Company and a maximum of approximately 43.5 percent. This would trigger the obligation to make a mandatory bid in accordance with the applicable takeover rules of certain trading platforms. In view of the above, Maida Vale intends to apply to the Swedish Securities Council for an exemption from the mandatory bid obligation that could arise in the event that Maida Vale fulfils its subscription and underwriting commitment and receives shares as compensation for its underwriting commitment. A condition for the exemption from mandatory bids is assumed to be that the extraordinary general meeting's resolution to approve the Rights Issue is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the extraordinary general meeting, excluding the shares held and represented at the extraordinary general meeting by Maida Vale.

Bridge Loan

In connection with the decision regarding the Rights Issue, the Company has arranged a Bridge Loan from the Lender amounting to SEK 4.5 million. The Bridge Loan is taken out on market terms, with a set-up fee amounting to SEK 180,000 and a compound interest rate of 1.5 percent per commenced 30-day period. The loan matures on March 31, 2025 and is intended to be repaid with the proceeds from the Rights Issue.

Investment Memorandum

An investment memorandum will be made available before the start of the subscription period on the Company's website, www.peptonicmedical.se.

Indicative timetable for the Rights Issue

January 7, 2025	Extraordinary general meeting
January 8, 2025	Last trading day in Peptonic’s shares including the right to receive unit rights (UR)
January 8, 2025	First trading day in Peptonic’s shares excluding the right to receive UR
January 9, 2025	Record date for obtaining UR. Shareholders who are registered in the share register kept by Euroclear Sweden AB on this day receive UR for participation in the Rights Issue
January 9, 2025	Estimated date for publication of the investment memorandum
January 13, 205 – January 27, 2025	Subscription period for the Rights Issue
January 13, 2025 – January 22, 2025	Trading in UR on Spotlight Stock Market
January 13, 2025 – week 8, 2025	Trading in paid subscribed units (BTU) on Spotlight Stock Market
January 29, 2025	Preliminary date for publication of the outcome in the Rights Issue

Advisers

Mangold Fondkommission AB is financial adviser to Peptonic in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue.

This disclosure contains information that Peptonic is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 28 November 2024 10.00 PM CET.

For more information contact:

Anna Linton, CEO Peptonic Medical AB
Email: [email protected]
Phone:  +46 70-244 92 07

About Peptonic medical AB                                                                                                  

PEPTONIC medical AB (publ) is a pioneering Swedish medical device company, focused on the development and sale of clinically proven self-care treatments and self-diagnostic tests in the field of women's intimate health. The product portfolio is marketed under the brands VagiVital and Vernivia. The company aims to revolutionize intimate self-care by providing women a unique comprehensive solution to independently diagnose, treat, and prevent medical conditions in the intimate area. A key pillar of Peptonic's growth strategy is the geographic expansion of VagiVital and Vernivia in the U.S. and Europe. The company also seeks to continuously expand its product portfolio through acquisitions and in-house product development.

Peptonic Medical is headquartered in Stockholm, Sweden, and operates a subsidiary, Common Sense Marketing Inc, in the U.S. Founded in 2009, Peptonic Medical has been listed on the Spotlight Stock Market since 2014.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Peptonic in any jurisdiction, neither from Peptonic nor anyone else.

This press release does not constitute or form part of an offer or solicitation 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 exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within 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 the 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, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa, the United States, Belarus, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release contains certain forward-looking information that reflects the Company's present view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.