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On 16 February 2023, Qlife Holding AB (“Qlife” or the “Company”) announced a rights issue of units of approximately SEK 57.7 million (the “Rights Issue”). The subscription period of the Rights Issue ended on 25 April 2023. Today, Qlife announces the outcome of the Rights Issue. The subscription summary shows that 122,853,750 units, corresponding to approximately 21.3 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 56,332,035 units were subscribed for without unit rights, corresponding to approximately 9.8 percent of the Rights Issue, and underwriters subscribed for 397,627,615 units, corresponding to approximately 68.9 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed for to a total of 100 percent. The Company will thus receive total proceeds of approximately SEK 57.7 million before transaction costs, and upon full exercise of all warrants, Qlife will receive additional proceeds of a maximum of approximately SEK 67 million before transaction costs. Due to the completion of Rights Issue, a recalculation of the exercise terms for the Company’s previously issued warrants series TO 2 has been carried out and has resulted in that the highest subscription price in the interval now amounts to SEK 9.27 and that each warrant series TO 2 entitles the right to subscribe for 1.08 new share in the Company. The other terms and conditions for warrants series TO 2 remain unchanged.
Subscription and allotment
The subscription summary shows that 122,853,750 units, corresponding to approximately 21.3 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 56,332,035 units were subscribed for without unit rights, corresponding to approximately 9.8 percent of the Rights Issue, and underwriters subscribed for 397,627,615 units, corresponding to approximately 68.9 percent of the Rights Issue. Of the units subscribed for by underwriters, top guarantors subscribed for 165,694,250 units and bottom guarantors subscribed for 231,933,365 units. Accordingly, the Rights Issue has been subscribed for to a total of 100 percent. The Company will thus receive total proceeds of approximately SEK 57.7 million before transaction costs, which amount to approximately SEK 8.9 million. In the event of full exercise of all warrants issued, Qlife may receive additional proceeds amounting to approximately SEK 67 million before issue costs.
Each unit consists of one (1) share and one (1) warrant series TO 3. One (1) warrant series TO 3 entitles the rights to subscribe for one (1) new share in the Company at a subscription price of SEK 0.11. Subscription of shares by exercise of warrants will take place during the period 11 – 29 September 2023.
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 6 April 2023, and the supplementary prospectus that was published on 19 April 2023 (the “Prospectuses”). 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
Through the Rights Issue, the number of shares in Qlife increases with 576,813,400 shares, from 23,072,536 shares to 599,885,936 shares and the share capital increases by SEK 46,145,072.00 from SEK 1,845,802.88 to SEK 47,990,874.88. In the event of full exercise of all issued warrants series TO 3 for subscription of new shares in the Company, the number of shares will increase with additional 576,813,400 shares to a total of 1,176,699,336 shares and the share capital will increase by additional SEK 46,145,072.00 to SEK 94,135,946.88.
In connection with the Rights Issue, the Company has entered into agreements on guarantee commitments, in part of a so called bottom guarantee and in part of a so called top guarantee. For the bottom guarantee commitments, guarantee compensation is paid with sixteen (16) percent of the guaranteed and allotted amount, of which eight (8) percent of the fee will be paid in cash and eight (8) percent is to be offset against units to the same terms as in the Rights Issue. For the top guarantee commitments, guarantee compensation is paid with twenty (20) percent of the guaranteed and allotted amount, of which twelve (12) percent of the fee will be paid in cash and eight (8) percent is to be offset against units to the same terms and conditions as for the other guarantee commitments entered into in connection with the Rights Issue. The guarantee compensation in newly issued units is to be effectuated by a directed issue of units resolved by the board of directors as soon as the authorization granted by the extraordinary general meeting on 24 March 2023 is registered with the Swedish Companies Registration Office (Sw. Bolagsverket).
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 19, 2023. 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.
Warrants series TO 2
According to the original exercise terms for warrants series TO 2, each warrant entitles the right to subscribe for one new share in the Company during the period 7 – 21 June 2023 at a subscription price corresponding to 70 percent of the volume weighted average price of the Company’s share on Nasdaq First North Growth Market during the period 22 May – 2 June 2023, however not more than SEK 10 per and not lower than the share’s quota value. The full terms and conditions for the warrants are available on the Company’s website, www.qlifeholding.com.
In connection with the completion of the Rights Issue, Öhrlings PricewaterhouseCoopers AB has, on behalf of Qlife, in accordance with the complete terms and conditions for warrants series TO 2, carried out a recalculation of the exercise terms. Recalculation has been made of the highest subscription price (i.e. SEK 10) as well as of the number of shares that each warrant series TO 2 entitles the right to subscribe for. The recalculation resulted in that the highest subscription price in the interval now amounts to SEK 9.27 and that each warrant series TO 2 entitles the right to subscribe for 1.08 new share in the Company. The other terms and conditions for warrants series TO 2 remain unchanged.
Advisers
G&W Fondkommission acts as financial advisor and Setterwalls Advokatbyrå AB acts as legal advisor to Qlife in connection with the Rights Issue. Aqurat Fondkommission AB acts as issuing agent in connection with the Rights Issue.
This disclosure contains information that Qlife Holding AB 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 set out above, on 2023-04-27 16:39 CET.
For more information please contact:
Thomas Warthoe, CEO
tw@egoo.health
+45 21 63 35 34
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.
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 Prospectuses. The Prospectuses have been approved and registered by the Swedish Financial Supervisory Authority and have been published on the Company’s website (www.qlifeholding.com). The approval of the Prospectuses 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 Prospectuses. Thus, investors are encouraged to review the Prospectuses in their 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.