On 24 August 2022, Qlife Holding AB (“Qlife” or the “Company”) announced a rights issue of units of approximately SEK 76 million (the “Rights Issue”). The subscription period of the Rights Issue ended on 17 October 2022. Today, Qlife announces the outcome of the Rights Issue. The subscription summary shows that 2,884,980 units, corresponding to approximately 26.6 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 188,972 units were subscribed for without unit rights, corresponding to approximately 1.7 percent of the Rights Issue, and underwriters subscribed for 4,513,657 units, corresponding to approximately 41.6 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed for to a total of approximately 70.0 percent. The Company will thus receive total proceeds of approximately SEK 53.1 million before transaction costs, and upon full exercise of all warrants, Qlife will receive additional proceeds of a maximum of approximately SEK 75.9 million before transaction costs.
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 subscription summary shows that 2,884,980 units, corresponding to approximately 26.6 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 188,972 units were subscribed for without unit rights, corresponding to approximately 1.7 percent of the Rights Issue, and underwriters subscribed for 4,513,657 units, corresponding to approximately 41.6 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed for to a total of approximately 70.0 percent. The Company will thus receive total proceeds of approximately SEK 53.1 million before transaction costs.
Each unit consists of one (1) share and one (1) warrant series TO 2022. One (1) warrant entitles the right to subscribe for one (1) new share in the Company at an exercise price corresponding to 70 percent of the volume-weighted average price of the Company’s share during the period from and including 22 May 2023 up to and including 2 June 2023, however, not less than the share’s quota value and not more than SEK 10 per share. This means that the additional proceeds that may be added upon exercise of the warrants may not exceed a maximum of approximately SEK 75.9 million before transaction costs. Subscription of shares by exercise of warrants takes place during the period 7 – 21 June 2023.
Allocation of units subscribed for without exercise of unit rights has taken place in accordance with what is stated in the EU growth prospectus that the Company published on 30 September 2022 due to the Rights Issue (the “Prospectus”). Notification of such allocation is announced separately by a settlement note sent out. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Through the Rights Issue, the number of shares in the Company will increase by 7,587,609 shares, from 15,484,927 shares to 23,072,536 shares and the share capital increase by SEK 607,008.72, from SEK 1,238,794.16 to SEK 1,845,802.88. In the event that all warrants series TO 2022 are also fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional maximum of 7,587,609 shares to a total of 30,660,145 shares and the share capital will increase by an additional SEK 607,008.72 to SEK 2,452,811.60. Each warrant series TO 2022 entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to 70 percent of the volume-weighted average price of the Company’s share during the period from and including 22 May 2023 up to and including 2 June 2023, however, not less than the share’s quota value and not more than SEK 10 per share.
Trading with paid subscribed units (BTU) takes place on Nasdaq First North Growth Market until the conversion of BTU into shares and warrants after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 44, 2022.
In connection with the Rights Issue, a number of external investors have made underwriting commitments. For underwriting commitments made, underwriting compensation of 12 percent of the underwritten amount is paid in cash or alternatively 14 percent of the underwritten amount in the form of newly issued shares in the Company. Underwriters who wish to receive underwriting compensation in the form of newly issued shares must notify Zonda Partners AB no later than 22 October 2022. The subscription price for any shares issued as underwriting compensation has been set at SEK 7, i.e. the same as the subscription price for the shares in the units in the Rights Issue.
Advisers
Zonda Partners AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Qlife in connection with the Rights Issue. Eminova Fondkommission AB is the Company’s issuing agent in connection with the Rights Issue.
This information is information that Qlife Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 20 October 2022 at 19.00 CEST.
For more information please contact:
Mette Gross, Chair Qlife Holding AB
E-mail: mette.gross@lehdab.com
Tel. No.: +46 (0)73-517 85 25
Qlife is a medical device company born to challenge the status quo in healthcare. We work to shift the perspective and turn today's view on healthcare into tomorrow's focus on health- empowerment. We are on a quest to empower people with more accessible ways to understand their health – so that they can move beyond reactive care towards proactive wellbeing. It's how we contribute to improving quality of life for every individual and for the greater society.
Shares for Qlife are being traded on Nasdaq First North Growth Market in Stockholm with G&W Fondkommission as certified advisor (phone: +46 (0) 8-503 000 50, e-mail: ca@gwkapital.se).
Read more on Egoo.health, Qlifeholding.com or follow us on LinkedIn.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Qlife. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Qlife has only been made through the Prospectus that Qlife has published on 30 September 2022 on Qlife’s website www.qlifeholding.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities in Qlife. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Qlife. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
The information in this press release may not be released, distributed or published, 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 such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Qlife have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.