Pressreleaser | 8 Mar 2023 | Scandinavian Chemotech

Scandinavian ChemoTech AB (publ) carries out a directed share issue and receives approximately 2.02 MSEK

Scandinavian ChemoTech AB (publ) (”ChemoTech” or the ”Company”) has today, with the support of authorisation from the annual general meeting on 24 May 2022, resolved to carry out a directed issue of 290,000 shares of series B with a deviation from the shareholders’ pre-emptive rights, whereby the Company receives approximately 2.02 MSEK before issue costs, corresponding to a subscription price of 6.96 per share (the ”Directed New Issue”). The Directed New Issue, which is directed to a limited number investors, is carried out with the aim of continuing to promote the Company’s commercial activities and finance the Company’s ongoing research studies.

The Directed New Issue

The Company’s board has, with the support of authorisation from the annual general meeting on 24May2022, resolved on the Directed New Issue of 290,000 of new shares at a subscription price of 6.96 per share. The subscription price is based on the volume-weighted average price according to Nasdaq First North Growth Market’s official price list for the Company’s share during the period of five (5) trading days before the decision on the new issue, with a discount of approximately 15.04 per cent. Compared to the closing price for the Company’s share on Nasdaq First North Growth Market on 7 March 2023, the subscription price entails a discount of approximately 14.14 per cent. The Company’s board of directors believes that the subscription price has been determined at market conditions through arm’s length negotiations and correctly reflects current market conditions and demand. Through the Directed New Issue, the Company will receive approximately 2.02 MSEK before issue costs.

The net proceeds from the Directed New Issue are intended to be used to further promote the Company’s commercial operations and finance the Company’s ongoing research studies.

The right to subscribe for the new shares of series B shall, with deviation from the shareholders’ preferential rights, be granted to Stockforsa Invest AB (145,000 shares) and Götene Padelcenter AB (145,000 shares). The board has investigated the conditions and carefully considered the possibility of carrying out a rights issue in order to collect the capital secured through the Directed New Issue and considers that a deviation from the shareholders’ pre-emptive rights is justified. The reason for deviating from the shareholders’ preferential right is that the board concluded that a preferential issue of shares would be significantly more time-consuming and entail significantly higher costs and increased exposure to potential market volatility compared to a directed issue of shares. Prior to this assessment, a market sounding was carried out with several of the Company’s major shareholders and in connection with this, the Company was able to establish that the shareholders’ preference in the current situation is that the financing is carried out as a directed share issue, and a directed share issue has therefore been determined as the best alternative for the Company. As part of this assessment, the board has also taken into account that the rights issue carried out during the autumn of 2022 was not fully subscribed for and that there are outstanding warrants with a subscription period during the spring of 2023. Given the volatility in the market that has been observed in 2022, and which still exists, the board has assessed that a rights issue would also require significant underwriting commitments from an underwriting syndicate, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such underwriting commitments. The board assesses that the need for additional capital is limited to such an extent that the costs for a preferential rights issue would be disproportionally high in relation to the capital raised. Unlike a preferential rights issue, a directed share issue entails an opportunity for the Company to secure a new strategic investor with an expressed long-term interests as a shareholder in the Company and with the ability and competence to support the Company in reaching its commercial goals, especially in India regarding the Human Care business area. In addition, a directed share issue entails an opportunity to broaden and strengthen the shareholder base, which the board considers to be of great benefit to the Company. The board’s overall assessment is thus that the reasons for carrying out the Directed New Issue in this way outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that a share issue with a deviation from the shareholders’ preferential rights is thus in the interest of the Company and all shareholders.

Through the Directed New Issue, the number of shares in the Company will increase by 290,000 to 12,303,504 and the share capital by 145,000 to 6,151,752. The Directed New Issue entails a dilution for existing shareholders of approximately 2.36 per cent of the number of shares and approximately 1.93per cent of the number of votes in the Company, respectively, based on the total number of shares and votes in the Company after the Directed New Issue.

Advisors

Mangold Fondkommission AB acts as issuing agent and Moll Wendén Advokatbyrå AB is the legal advisor to the Company in connection with the Directed Share Issue.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. Recipients of this press release in the jurisdictions where this press release has been released, announced or distributed should inform themselves of and comply with such restrictions. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities of ChemoTech in any jurisdiction.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Canada, Australia, Hong Kong, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Russia, Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

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. The Company has not approved any offer to the public of securities or rights in any member state of the EEA and no prospectus has been drawn up or will be drawn up in connection with the Directed New Issue. In an EEA Member State, this notice is directed only to qualified investors in that Member State within the meaning of the Prospectus Regulation.

This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as ”believe”, ”expect”, ”anticipate”, ”intend”, ”may”, ”plan”, ”estimate”, ”will”, ”should”, ”could”, ”aim” or ”might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release unless required by law or by Nasdaq First North Growth Market Rulebook for Issuers of Shares.

This information is such information that Scandinavian ChemoTech AB is obliged to make public according to the EU’s market abuse regulation. The information was provided, through the agency of the contact person, for publication on 2023-03-08 at 08.30 CET.

For more information, please contact:

Mohan Frick, CEO

Tel: +46 (0)10-218 93 00

E-mail: ir@chemotech.se

Scandinavian ChemoTech

ChemoTech is a Swedish medical technology company based in Lund that has developed a patented technology platform to give cancer patients access to a new treatment option, Tumour-Specific Electroporation™ (TSE), which can be used to treat both humans and animals. There are a large number of cancer patients whose tumors for various reasons cannot be treated with conventional methods but where TSE can be a solution. Therefore, the Company continuously evaluates new opportunities and application areas for the technology. ChemoTech’s shares (CMOTEC B) are listed on the Nasdaq First North Growth Market in Stockholm and Redeye AB is the Company’s Certified Adviser. Read more at: www.chemotech.se.