The Board of Polymer Factory Sweden AB (publ) resolves on a rights issue of shares of approx. SEK 8.8 million

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The Board of Directors of Polymer Factory Sweden AB (“Polymer Factory” or the “Company”) has today, 27 January 2023, resolved on an issue of shares with pre-emptive rights for existing shareholders, in which the public is also given the opportunity to participate (the “Rights Issue”). The Board of Directors’ resolution is subject to approval by an Extraordinary General meeting planned to be held on 15 February 2023. Notice for the General meeting will be published in a separate press release. The Rights Issue can provide Polymer Factory a maximum amount of approx. SEK 8.8 million before deduction of transaction related cost. The Rights Issue is covered to approx. 70 percent through declarations of intent to subscribe and underwriting commitments.

The Rights Issue in brief

• The Board of Directors has today, 27 January 2023, resolved on the Rights Issue. The resolution is subject to approval by an Extraordinary General Meeting planned to be held on 15 February 2023.
• The Rights Issue can provide Polymer Factory a maximum amount of approx. SEK 8.8 million before deduction of transaction related cost.
• The purpose of the Rights Issue is to finance a continued acceleration of sales by, among other things, increase sales and marketing activities, employ an additional sales resource, expansion of the orga­nization by adding resources to meet increased demand, and continued development of the Company’s portfolio of IP rights and ISOs.
• The subscription price has been set to SEK 1.60 per share.
• Existing shareholders will receive one (1) subscription right for each held share on the record date on 22 February 2023. Five (5) subscription rights entitle the holder to subscribe for four (4) new shares.
• The subscription period will run from 24 February 2023 until and including 10 March 2023.
• Members of the Board of Directors and management intend to subscribe for a approx. 23 percent of the issue and external professional investors have left underwriting commitments corresponding to approx. 47 percent of the Issue. Hence, the Rights Issue is covered to approx. 70 percent through declarations of intent to subscribe and underwriting commitments.

Background and motive
Since its listing on Spotlight Stock Market in 2021, Polymer Factory has focused on the process of strengthening the organization as well as increasing sales. The Company not only closed the year 2021 with increased revenues but also launched a new product segment, BowtieD®. During the first half of 2022, Polymer Factory primarily focused on expanding the team and deepening relationships with customers, while continuing to engage new leads. On the product development side, Polymer Factory progressed with the product launch of Dendritic Nanogels (DNG) in Q4 2022 as a future competitor to liposome carriers and organic/inorganic nanoparticle carriers as well as the expansion of the SpheriCal® calibrant platform. During Q3 2022, the turnover in Polymer Factory increased to SEK 1.1 million, compared to the same period last year when turnover was SEK 400,000. In December 2022, Polymer Factory received certification for its quality management system (ISO 13485) – an internationally recognized standard designed to be used by organizations involved in design and manufacturing of medical devices and related services. The ISO-certification underlines the quality of the Company’s work in developing products.

To finance future objectives and growth, Polymer Factory has resolved on the Rights Issue, which can provide the Company with a gross total of approx. SEK 8.8 million, before the deduction of transaction related costs. It is the Board of Directors’ assessment that the total net proceeds from the Rights Issue will be sufficient to conduct current operations at the desired pace during at least the next twelve-month period.

Use of proceeds
The proceeds are intended to finance a continued acceleration of sales by, among other things, increase sales and marketing activities, employ an additional sales resource, expansion of the orga­nization by adding resources to meet increased demand, and continued development of the Company’s portfolio of IP rights and ISOs. The net proceeds of a maximum of approx. SEK 7 million from the Rights Issue (after deduction of transaction related costs) are intended to finance the following activities (arranged by priority):

• Sales- and marketing activities to increase visibility and customer awareness of Polymer Factory - approx. 20 percent.
• Hiring a new sales resource – approx. 20-30 percent.
• Continue to build and maintenance the Company’s portfolio of IP rights and ISOs – approx. 5-10 percent. 
• Continued acceleration and product development to further strengthen Polymer Factory's product portfolio – approx. 40-55 percent.

Terms for the Rights Issue
The Board of Directors of Polymer Factory has today, 27 January 2023, resolved on a Rights Issue of a maximum of 5,488,316 new shares. The Board of Directors’ resolution is subject to approval by an Extraordinary General meeting planned to be held on 15 February 2023. The Rights Issue can provide the Company with a maximum amount of approx. SEK 8.8 million before deduction of transaction related costs. Polymer Factory’s existing shareholders have pre-emptive rights to subscribe for new shares in the Rights Issue in relation to existing shareholdings. The public also is also entitled to subscribe for shares in the Rights Issue.

Those who are registered as shareholders in Polymer Factory on the record date of 22 February 2023 are entitled to one (1) subscription right for each existing share. Five (5) subscription rights entitle the holder to subscribe for four (4) new shares. The subscription price in the Rights Issue is SEK 1.60 per share.

Shares must be subscribed during the subscription period starting from 24 February 2023 up to and including 10 March 2023. Last day of trading in Polymer Factorys’ shares including the right to receive subscription rights in the Rights Issue is 20 February 2023. First day for trading in Polymer Factorys’ shares excluding the right to receive subscription rights is 21 February 2023. Trading in BTA (paid subscribed share) takes place from and including 24 February 2023 until the Rights Issue has been registered with the Swedish Companies Registration Office. This registration is estimated to take place around 28 March 2023. The Board of Directors has the right to extend the subscription period and last day for payment which, if applicable will be announced through a press release.

Upon full subscription, the Rights Issue will result in a share capital increase of a maximum of SEK 548,831.60, from SEK 686,039.80 to a maximum of SEK 1,234,871.40, through an issuance of no more than 5,488,316 new shares. The number of shares in Polymer Factory after the Rights Issue will, upon full subscription, amount to 12,348,714 shares. Existing shareholders who choose not to participate in the Rights Issue will be subject to a dilution effect corresponding to approx. 44.4 percent, calculated based on the number of shares in the Company after the Rights Issue, upon full subscription. Shareholders who choose not to participate in the Rights Issue can partially compensate for the financial dilution effect by selling their subscription rights no later than 7 March 2023.

Complete terms and conditions for the Rights Issue as well as more information about Polymer Factory will be presented in the memorandum which is expected to be published on the Company’s website (www.polymerfactory.com) around 23 February 2023.

Subscription undertakings and underwriting commitments
Approx. 70 percent of the Rights Issue is covered by subscription undertakings and underwriting commitments. Members of the Board of Directors and management of Polymer Factory have signed letters of intent to subscribe for a total of approx. SEK 2 million in the Rights Issue. The signed intentions are planned to be replaced with binding sub­scription commitments as soon as the 30-day trade ban for PDMR is over due to Polymer Factory’s upcoming year-end report on the 10 February 2023. In addition, underwriting commitments with external professional investors in the Rights Issue amounts to approx. SEK 4.1 million. Underwriters will have the alternative to choose to either receive a cash compensation of twelve (12) percent of the guaranteed amount or a compensation in shares corresponding to fifteen (15) percent of guaranteed amount. Compensation in the form of shares shall be issued through a directed share issue to the same terms as in the Rights Issue, including the same subscription price.

Indicative timetable for the Rights Issue

• Last day of trading in shares including the right to receive subscription rights: 20 February 2023
• First day of trading in shares excluding the right to receive subscription rights: 21 February 2023
• Record date for participation in the Rights Issue: 22 February 2023
• Memorandum published on the Company's website: 23 February 2023
• Trading in subscription rights: 24 February 2023
• Subscription period: 24 February 2023 - 10 March 2023
• Publication of the final outcome of the Rights Issue: 14 March 2023
• Trading in BTA: 24 February 2023 until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading in BTA will be announced through a separate press release. 

Advisors
Sedermera Corporate Finance AB is the financial advisor and Markets & Corporate Law Nordic AB is the legal advisor to Polymer Factory in connection with the Rights Issue. Shark Communication AB is communications advisor and Nordic Issuing is the issuing agent.

This disclosure contains information that Polymer Factory 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 27-01-2023 08:44 CET.