On 12 December 2023, Qlife Holding AB (“Qlife” or the “Company”) announced a rights issue of units of approximately SEK 49.5 million (the “Rights Issue”). The subscription period of the Rights Issue ended on 26 February 2024. Today, Qlife announces the outcome of the Rights Issue. The subscription summary shows that 23,095,475 units, corresponding to approximately 10.7 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 1,041,820 units were subscribed for without unit rights, corresponding to approximately 0.5 percent of the Rights Issue, and guarantors subscribed for 106,949,783 units, corresponding to approximately 49.7 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed to a total of 60.9 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 30.2 million (of which approximately SEK 9.0 million relates to set-off against outstanding bridge loan and convertibles), before issue costs. Upon full exercise of all warrants series TO 4, Qlife will receive additional proceeds of a maximum of approximately SEK 21.0 million before issue costs, and upon full exercise of all warrants series TO 5, Qlife will receive additional proceeds of a maximum of approximately SEK 23.6 million before issue costs.
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Subscription and allotment
The subscription summary shows that 23,095,475 units, corresponding to approximately 10.7 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 1,041,820 units were subscribed for without unit rights, corresponding to approximately 0.5 percent of the Rights Issue, and guarantors subscribed for 106,949,783 units, corresponding to approximately 49.7 percent of the Rights Issue. Of the units subscribed for by guarantors, top guarantors subscribed for 23,478,379 units and bottom guarantors subscribed for 83,471,404 units. Accordingly, the Rights Issue has been subscribed to a total of 60.9 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 30.2 million (of which approximately SEK 9.0 million relates to set-off against outstanding bridge loan and convertibles), before issue costs, which amount to approximately SEK 9,3 million.
In the event of full exercise of all warrants series TO 4, Qlife may receive additional proceeds amounting to approximately SEK 21.0 million before issue costs, and in the event of full exercise of all warrants series TO 5, Qlife may receive additional proceeds amounting to approximately SEK 23.6 million before issue costs.
Each unit consists of twenty-three (23) shares, eight (8) warrants series TO 4 and eight (8) warrants series TO 5. One (1) warrant series TO 4 entitles the holder to subscribe for one (1) new share in the Company during the period 7 – 21 June 2024 at an exercise price of SEK 0.02 per share, and one (1) warrant series TO 5 entitles the holder to subscribe for one (1) new share in the Company during the period 21 November – 5 December 2024 at an exercise price of SEK 0.0225 per share.
Allocation of units subscribed for without unit rights has been made in accordance with the allocation principles described in the EU Growth Prospectus that has been prepared in connection with the Rights Issue and published by the Company on 9 February 2024 (the “Prospectus”). Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated units shall be paid for in accordance with the instructions in the contract note.
Change in share capital and number of shares as well as dilution
The extraordinary general meeting on 16 January 2024 resolved on a reduction of the share capital. As a result, the share capital was reduced with SEK 48,417,131.175, from SEK 51,644,939.92 to SEK 3,227,808.745, and the quota value per share was reduced from SEK 0.08 to SEK 0.005.
Through the Rights Issue, the number of shares in Qlife increases with 3,015,002,794 shares, from 645,561,749 shares to 3,660,564,543 shares and the share capital increases by SEK 15,075,013.970 from SEK 3,227,808.745 to SEK 18,302,822.715. The dilution from the Rights Issue amounts to approximately 82.4 percent of the capital and votes of the Company.
In the event of full exercise of all issued warrants series TO 4 for subscription of new shares in the Company, the number of shares will increase with an additional 1,048,696,624 shares to a total of 4,709,261,167 shares and the share capital will increase by an additional SEK 5,243,483.120 to SEK 23,546,305.835. In the event of full exercise of all issued warrants series TO 5 for subscription of new shares in the Company, the number of shares will increase with an additional 1,048,696,624 shares to a total of 5,757,957,791 shares and the share capital will increase by an additional SEK 5,243,483.120 to SEK 28,789,788.955. In the event of full exercise of all issued warrants series TO 4 and TO 5, the additional dilution from the Rights Issue amounts to approximately 36.4 percent of the capital and votes of the Company.
In addition to the above, the extraordinary general meeting on 16 January 2024 also resolved on a bonus issue and an additional reduction of the share capital with an amount in SEK that corresponds to the increase of the share capital attributable to the new shares from the Rights Issue minus the minimum amount required to achieve an appropriate quota value for the Company’s share. As a result of the bonus issue and the additional reduction of the share capital, the Company’s share capital will, after the Rights Issue, first be increased with SEK 48,417,131.175 to SEK 66,719,953.890 through the bonus issue, and then be reduced with SEK 14,739,937.3794 to SEK 51,980,016.5106 through the reduction of the share capital, whereby the new quota value of the share will amount to SEK 0.0142.
Trading in BTU
Trading in BTU (Sw. betald tecknad unit) takes place on Nasdaq First North Growth Market under the short name QLIFE BTU until the Rights Issue has been registered with the Swedish Companies Registration Office, which is estimated to take place around week 11, 2024. After approximately one week, BTU will then be converted to shares and warrants. Trading in the shares and warrants will thereafter take place on Nasdaq First North Growth Market as soon as possible after completed registration with the Swedish Companies Registration Office.
Advisors
Eminova Partners Corporate Finance AB and Gemstone Capital A/S act as financial advisors, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal advisor to Qlife.
This information was provided by the contact person above for publication on 2024-02-29 20:14 CET
For more information, please contact:
Thomas Warthoe
Chief Executive Officer (CEO)
Phone: +45 21 63 35 34
E-mail: tw@egoo.health
Qlife is a Swedish company based in Helsingborg, which develops and markets an innovative medical technology platform, Egoo.Health (”Egoo”), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company’s Certified Adviser. For additional information, please visit www.qlifeholding.com.
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 the Company published on 9 February 2024. 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. 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.
Since Qlife conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products. Further information about this is available on the Company’s website, www.qlifeholding.com.