Sep 19, 2022 · Regulatory information
At the extraordinary general meeting (“EGM”) in Bioservo Technologies Aktiebolag (publ) (“Bioservo” or the “Company”), held on September 19, 2022 the following resolutions were passed.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO THE RUSSIAN FEDERATION, BELARUS, AUSTRALIA, HONGKONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE CONTRAVENING TO ANY APPLICABLE RULES. ADDITIONAL RESTRICTIONS ARE APPLICABLE, PLEASE SEE “IMPORTANT INFORMATION” IN THE END OF THIS PRESS RELEASE.
Resolution to approve the Board of Directors’ resolution to issue a secured rights issue
The EGM resolved, in accordance with the proposal by the Board of Directors, to approve the Board of Directors’ resolution to issue a rights issue (Sw. företrädesemission) (the “Rights Issue”). The new shares and warrants in the rights issue shall be issued in units each consisting of one (1) new share and one (1) new warrant. No more than 9 478 992 units shall be issued in total. The subscription price amounts to SEK 3.20 per unit, which means that Bioservo, in the case of full subscription in the Rights Issue, will initially receive approximately SEK 30.3 million before issuing costs, and additional capital contribution that can arise from the exercise of warrants can amount to a maximum of approximately SEK 30.3 million before issuing costs.
Subscription of units with the support of unit rights must take place by simultaneous cash payment, during the period from and including September 26, 2022 to and including October 10, 2022. Subscription of Units without the support of unit rights must take place on a separate application form, during the period from and including September 26, 2022 to and including October 10, 2022. Trading in unit rights is expected to take place on the Nasdaq First North Growth Market during the period from and including September 26 to and including October 5, 2022.
Two (2) warrants give the right to subscribe for one (1) new share in the Company during the period from and including September 4, 2023 to and including September 18, 2023 at an exercise price corresponding to seventy (70) percent of the volume-weighted average price of the Company's share during the period from and including August 21, 2023 to and including September 1, 2023, however to a minimum of SEK 3.20 and a maximum of SEK 6.40 per share.
Complete terms and instructions in the Rights Issue as well as other information about the Company will be made available in the EU growth prospectus (Sw. EU-tillväxtprospekt) which is expected to be published around September 21, 2022.
Resolution to authorise the Board of Directors to resolve on new shares issue
The EGM resolved, in accordance with the proposal by the Board of Directors, to authorise the Board of Directors, for the period until the end of the next annual general meeting, on one or more occasions, with deviation from the shareholders' pre-emptive right, which may be made with provisions regarding contribution in cash, in kind or through set-off, or other conditions, decide on issue of new shares to the guarantors in the Rights Issue.
The purpose of the authorisation and the reason for the deviation from the shareholders' pre-emption right, is to be able to issue shares as guarantee commission to the guarantors. The number of shares that can be issued with the support of the authorisation may in total not exceed the total number of shares that corresponds to the agreed guarantee commission that Bioservo has to issue to the guarantors.
For more detailed information regarding the content of the resolutions, please refer to the notice to the EGM and to the complete proposals which have been published and are available on the Company's website.
For further information, please contact:
Petter Bäckgren, CEO Bioservo Technologies AB
Phone: (Sweden): +46 8-21 17 10
About Bioservo Technologies
Bioservo Technologies AB (publ) is a world leading company in wearable muscle strengthening systems for people in need of extra strength and endurance. All our innovative products and systems are designed to keep people strong, healthy, and efficient. The company has a unique global position within soft exoskeleton technology for the hand, both for industrial applications to improve the health for workers and to improve quality of life for people with reduced muscle strength. Bioservo Technologies was founded in 2006 in collaboration between researchers at the Royal Institute of Technology and a doctor at Karolinska University Hospital. Bioservo Technologies is a Swedish public limited company with headquarters in Stockholm.
FNCA Sweden AB is the company’s Certified Adviser on Nasdaq First North Growth Market.
For more information, please visit www.bioservo.com.
Publication, distribution, or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in Bioservo in any jurisdiction, not from Bioservo or from any other person.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be published on the Company’s website after the approval of the Swedish Financial Supervisory Authority (sw. Finansinspektionen). Bioservo has not authorized any offer to the public of shares or rights in any other jurisdiction than in Sweden. An offer to the investors to subscribe for Units in Bioservo will only be made through the Prospectus, which will be disclosed by the Company around September 21, 2022 on Bioservo’s website, www.bioservo.com. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be made solely based on the information in the Prospectus. An investor is therefore advised to read the entire Prospectus. This press release constitutes advertising in accordance with article 2 k) of the Prospectus Regulation.
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 Russian Federation, Belarus, Australia, Hongkong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction in which such publication, distribution or release would be contravening to any applicable rules 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 contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, 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 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 upon 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 materialize 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 outcome 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. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not 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 it is not required by law or Nasdaq Stockholm rule book for issuers.