NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO,
The Board of Directors (the “Board”) of
With the purpose of achieving a suitable number of outstanding shares, the Board has also resolved to propose that the Extraordinary General Meeting resolves upon a reverse split 1:100. The Board also proposes to reduce the share capital, to enable the Rights Issue.
Summary
- The Rights Issue comprises a maximum of 25,360,828 shares.
- The subscription price is
SEK 1 per share. - Assuming full subscription in the Rights Issue, the proceeds of the Rights Issue will amount to approximately
SEK 25 million , before reduction of issue related costs. - One (1) existing share in the Company on the record day entitles to seven (7) subscription rights. Two (2) subscription rights entitle to subscription of one (1) share.
- The record date for the Rights Issue is
28 February 2024 and the subscription period runs from1 March 2024 until15 March 2024 . - The last day of trading in the
NeoDynamics share, including the right to participate in the Rights Issue, is26 February 2024 and first day of trading excluding the right to participate in the Rights Issue is27 February 2024 . - Major shareholders have expressed their support for the Rights Issue through subscription undertakings corresponding to approximately 34 per cent of the Rights Issue. Furthermore, the Company has entered into agreements on guarantee commitments corresponding to approximately 66 per cent of the Rights Issue. The Rights Issue is thus, through subscription undertakings and guarantee commitments, secured to 100 per cent. The guarantee commitment has been provided by
NeoDynamics shareholder Salenenterprise, owned by Erik Salén. - The Company intends to publish a memorandum regarding the Rights Issue around
29 February 2024 . - To finance operations until the Rights Issue has been completed, the Company has taken on bridge loans from the Company’s shareholder Salenenterprise (the “Lender”) totalling MSEK 15 (the “Bridge Loan”). The Bridge Loan will be offset through conversion to shares in the Rights Issue corresponding to commitments made from the Lender. Any remaining part of the Bridge Loan will be repaid from the proceeds of the Rights Issue.
- With the purpose of achieving a suitable number of outstanding shares, the Board has resolved to propose that the Extraordinary General Meeting resolves upon a reverse split 1:100 entailing that 100 shares are combined into one (1) share. If a shareholder’s current holding of shares do not correspond to a whole number of new shares, such shareholder will, without charge, from Gryningskust be provided with such number of shares (1-99) that its holding is dividable with 100, so called rounding upwards.
- In order to achieve a total number of outstanding shares that are dividable with 100, the Board also proposes that the Extraordinary General Meeting resolves upon a directed share issue to Gryningskust of 6 shares at quota value.
- Following the directed issue and reverse split, the number of shares in the Company will be 7,245,951 with a quota value of
SEK 1.725 . The reverse split shall be completed before the Rights Issue. - The Board has also resolved to propose the EGM to resolve on a reduction of the Company’s share capital in order to reduce the quota value to
SEK 0.40 to enable the Rights Issue as well as to resolve on an additional reduction of the share capital after the Rights Issue to reduce the quota value toSEK 0.10 , the latter resolution will require the approval of the SCRO to be executed. The Board has also resolved to propose amendments to the current articles of association to enable the reverse split, Rights Issue and reductions of share capital and also so that the required flexibility to increase the Company's share capital if necessary is achieved. The notice is published through a separate press release.
Background and motive for the Rights Issue
The Company's primary product is the biopsy system NeoNavia® system for ultrasound-guided biopsy. The biopsy system is based on patented ultrasound-guided pulse technology developed at the
Commercialization efforts in
The Rights Issue is carried out to finance NeoDynamics’ commercialization and market development in the
Following offsetting and repayment of loans, the Company intends to use the expected net proceeds from the Rights Issue, in the following order of priority and with an approximate stated proportion, to:
- commercialization of NeoNavia® (approximately 60 %) – comprising commercialization in the largest and most prestigious top centres in the
USA , centres who influence the agenda of the breast cancer area; - NeoNavia® product maintenance, finalize the clinical research program including new indications (approximately 20 %) – comprising exploration and development of the current technology to fit unmet needs within the prostate cancer area;
- working capital for general corporate purposes (about 20 %).
Terms of the Rights Issue
Persons who are registered as a shareholder on the record date of
The record date for the Rights Issue is 28 February, and the subscription period runs from
The subscription price is
If all of the shares are not subscribed for with subscription rights, the Board shall, up to the maximum amount of the Rights Issue, resolve on allocation of shares which have been subscribed for without subscription rights, in accordance with the following allocation principles:
- Primarily, allocation shall be made to those who have also subscribed for shares with subscription rights, regardless of them being shareholder at the record date or not, and in case of oversubscription, allocation shall be made pro rata in proportion to the number of subscription rights used to subscribe share for and, to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots.
- Secondly, allocation of shares subscribed for without subscription rights shall be made to others who have only registered for subscription without subscription rights, and in case of oversubscription, allocation shall be made pro rata in proportion to the number of shares subscribed for and, to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots.
- Thirdly, allocation of shares subscribed for without subscription rights shall be made to those who have made guarantee commitments, in proportion to such guarantee commitment, and to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots.
Upon full subscription in the Rights Issue, the share capital will increase by a maximum of
A valid resolution on the Rights Issue is conditioned upon that the EGM also resolves in accordance with the Board’s proposal on the reverse split and reduction of the share capital. The reverse split shall be completed before the Rights Issue.
Full terms and conditions for the Rights Issue and other information about
Subscription undertakings and guarantee commitments
Preliminary timeline for the Rights Issue
EGM | |
Record date for Reverse Split | |
Last day of trading in the share incl. preferential rights | |
First day of trading in the share excl. preferential rights | |
Record date in the Rights Issue | |
Estimated date for publication of the memorandum | |
1 March – | Trading in subscription rights |
1 March – | Subscription period |
Trading in paid subscribed shares (Sw. “BTA”) | |
Estimated date for publication of the outcome in the Rights Issue |
Extraordinary General Meeting
The EGM is planned to be held on
Reverse Split and reduction of share capital
With the purpose of achieving a suitable number of outstanding shares, the Board has resolved to propose to the EGM to resolve upon a reverse split as follows:
The Board proposes that the Extraordinary General Meeting resolves upon a reverse split of shares 1:100 entailing that 100 shares are combined into one (1) share. If a shareholder’s shareholding does not correspond to a whole number of new shares, such shareholder will receive from Gryningskust, without charge, such number of shares (1-99) required in order for the shareholding to be dividable with 100, so called rounding upwards. The purpose of the reverse split is to achieve a suitable number of shares.
In order to have a total number of shares in the Company that is evenly dividable with 100, the Board will also propose a directed share issue of six (6) shares to Gryningskust at a subscription price corresponding to the quota value. The total subscription price is approximately
Following the reverse split and the directed share issue, the total number of outstanding shares in the Company will be 7,245,951, which entails a quota value of
The resolution on the reverse split shall be registered with the SCRO and it is proposed that the Board shall be authorized to determine the record date for the reverse split, which however must not occur before the reverse split has been registered with the SCRO.
Since the reverse split requires changes to the articles of association, the Board also proposes that the articles of association be amended to enable the reverse split.
The Board also intends to propose resolutions on reduction of the Company’s share capital in order to reduce the quota value to
The resolution on the Rights Issue is also conditioned upon the Extraordinary General Meeting resolving in accordance with the proposal on the reverse split and the reduction of the share capital to reduce the quota value to
Memorandum
Complete conditions and instructions for the Rights Issue and other information about the Company and subscription undertakings and guarantee commitments will appear in the memorandum that the Company is expected to publish around
Advisers
Advokatfirman Lindahl KB acts as legal advisor to
For further information, please contact:
About
About NeoNavia®
NeoNavia® is the trade name for the complete biopsy system intended for use in ultrasound-guided sampling. NeoNavia® consists of a base unit, a hand unit, and three types of biopsy needles. The pulse technology drives the respective needle type, which facilitates needle insertion and placement in the suspected tumor. The system is designed to offer physicians and patients precise and robust tissue sampling for accurate diagnosis and individualized treatment.
About the pulse technology
The patented pulse technology is based on a pneumatically driven mechanism that enables high precision and control when inserting and positioning the biopsy needle, regardless of tissue type. The pneumatic drive unit that generates pulses is located in a hand-held instrument. With power from the base unit, the hand-held driver accelerates the biopsy needle with great control, even over short distances, enabling a distinct step-by-step insertion without affecting the surrounding tissue. This enables good access and flexibility in sampling, even in tiny and tricky localized tumors.
For more information, please visit Neodynamics.com.
IMPORTANT INFORMATION
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants, or other securities in
This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants, or other securities in
The information contained in this press release may not be disclosed, published, or distributed, directly or indirectly, within or to
Within the European Economic Area ("EEA"), no offer of shares, warrants or other securities ("Securities") is made to the public in any country other than
In the
This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as “intends”, “estimates", “expects", “may", “plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not guarantee future performance or development, and actual outcomes may differ materially from what is stated in the forward-looking information.
The English text is an unofficial translation of the original Swedish text. In case of
any discrepancies between the Swedish text and the English translation, the
Swedish text shall prevail.
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