TO2 Warrant Exercise subscribed to 88.3%

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

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 25 June 2024.

Outcome of TO2 Warrant Exercise

STENOCARE A/S (“Stenocare” or the “Company”) announces the outcome of the exercise of its TO2 warrant (“Warrants”) exercise. The Warrants were issued in connection with the executed unit rights issue in May/June 2023 and conversion of 5 mDKK debt in June 2023. Total number of outstanding Warrants were 1,712,999 whereas 1,167,612 were issued in connection with the unit rights issue and 545,387 were issued in connection with the debt conversion. In total 88.3% or 1,511,727 Warrants were exercised for subscription of 1,511,727 new shares, as one TO2 warrant gave the right to subscribe for one new share at a price of DKK 3.16 per share. Stenocare will receive approximately 4.8 mDKK in gross proceeds before transaction costs; and net proceeds of approximately 4.2 mDKK.

CEO, Thomas Skovlund Schnegelsberg comments on the outcome:

“I am pleased to announce the successful completion of our TO2 warrant exercise, securing new capital and marking a pivotal achievement for Stenocare. This success highlights the dedication and hard work of our exceptional team, who have not only maintained steady progress but also exceeded expectations in several areas. I extend my sincere thanks to our shareholders and stakeholders for your continued trust and support. As we advance into 2024 and expand internationally, we remain confident and ready to meet new challenges and opportunities on our journey towards breakeven and beyond.”

Change in shares and nominal share capital

This section describes the change in shares and nominal share. In the TO2 warrant exercise a total of 1,511,727 new shares will be issued, each with a nominal value of 0.08 DKK. This issuance will result in a dilution of approximately 7.6 percent for the existing shareholders that did not participate in the TO2 warrant exercise. Consequently, the number of shares will increase by 1,511,727 from 18,384,315 shares to 19,896,042 shares. The share capital will increase by 120,938.16 DKK, from 1,470,745.20 DKK to 1,591,683.36 DKK.

Important dates

Registration of the capital increase at the Danish Business Authority is expected to be 28 June 2024 and the first day of trading the new shares at Nasdaq First North Growth Market Denmark is expected to be 2 July 2024. Application will be made to Nasdaq Copenhagen A/S for the new shares resulting from the TO2 warrants to be admitted to trading on Nasdaq First North Growth Market Denmark.

How to receive TO2 Warrant Compensation

The promise: On November 29, 2023, STENOCARE announced the decision to amend the terms relating to the now completed exercise of TO2 Warrants. As part of this, the set minimum (and maximum) price for exercise of the TO2 warrant was removed. This was done to honor the promises of a 30% discount to all TO2 subscribers made at the time of the rights issue in June 2023.

The Compensation Offer: The announcement on November 29, 2023 also included an offer for compensation for TO1 and TO2 Warrant owners that would realize a loss due to the amended terms. Stenocare announced compensation details on December 6. The offer is for TO2 Warrants owners that 1) sold TO2 warrants before November 29 2023, then 2) repurchased warrants at a loss after November 29 2023; and 3) also exercised these warrants before June 21 2024 – 5:00 PM. All times mentioned in this announcement are local time in Copenhagen.

In summary:

• Condition #1: The warrant holder must have sold warrants of TO2 between 20 June 2023, 9.00 AM and 29 November 2023, 4.41 PM
• Condition #2: The warrant holder must have purchased TO2 warrants between 29 November 2023, 4.42 PM and 19 June 2024, 5.00 PM
• Condition #3:  Compensation is given if the warrant holder has realized a loss (ie. purchase price minus sales price)
• Condition #4: The warrant holder must have exercised the number of warrants of series TO2 between 10 June 2024, 9.00 AM and 21 June 2024, 5.00 PM for which compensation is being requested.
• Detailed terms apply and full bank documentation for related transactions is required. See link below.

The procedure: The TO2 Warrant exercise period has ended, and Stenocare shareholders who fulfill the requirements for the TO2 Warrant compensation ref. above must download, fill in, sign and submit the “Compensation Request Form” on the Stenocare investor page no later than July 12, 2024. Stenocare will process eligible shareholders requests and transfer compensation payments by end of August 2024.

Link to compensation form: https://stenocare.com/wp-content/uploads/2024/06/COMPENSATION-BLANKET-FOR-REALISED-LOSS-ON-TO2-WARRANTS-IN-STENOCARE_Formular.pdf