Acarix AB ("Acarix" or the "Company"), a leader in rapid AI and acoustics-based cardiac diagnostics, announces that the Company has received additional declaration of intent regarding the series TO 3 of warrants (the "Warrants") that in total sums up to approximately 38.1 million Warrants, corresponding to approximately 42.1 percent of the total number of Warrants. In addition to that the Warrants are now fully secured through guarantee agreements. Acarix CEO Aamir Mahmood comments: “Having the warrants fully secured provides Acarix with the certainty of proceeds of at least SEK 22.6 million with potential of up to SEK 45.3 million. This support from investors, that know Acarix, is encouraging, and it give us the possibility to extend our current plans of our commercial activities to make the CADScor System the standard of care.”
Acarix has received additional declaration of intent from Ulf Rosén. All of the received declarations of intents now sum up to approximately 38.1 million Warrants, corresponding to approximately 42.1 percent. In addition to this Acarix has secured approximately 57.9 percent of the Warrants through a guarantee that covers subscription up to 100 percent. Thus, the Warrants are fully secured regardless of the final exercise price. A condition for the guarantee is that no unforeseen negative event of fundamental importance to the Company occurs, such as bankruptcy, CEO dismissal, or an event of corresponding magnitude. The guarantors include Life Science Invest Fund, Nowo Global Fund, Wilhelm Risberg, Fredrik Lundgren, Bernhard von der Osten-Sacken, and CA Own 2 AB and the guarantee agreements have been entered into on market terms corresponding to a cash remuneration of ten (10) percent of the guaranteed amount.
In the event that not all Warrants are exercised for subscription of shares during the exercise period, the board of directors of Acarix intends to resolve on a directed share issue to the guarantors with the support of authorization from the annual general meeting on May 14, 2024. The subscription price for the shares that can be issued to the guarantors will be equal to the exercise price for the Warrants. The exercise price for the Warrants will be set at 70 percent of the volume-weighted average price ("VWAP") during the measurement period August 23 – September 6, 2024, but no less than SEK 0.25 and no more than SEK 0.50. The board of directors considers that securing full subscription in the Warrants is deemed to be in the interest of all shareholders as the proceeds will be allocated to sales activities on the American market related to the CADScor System. If applicable, the number of shares that each guarantor will be obliged to subscribe and pay for in the directed share issue will be allocated pro rata in relation the number of shares that each guarantor has guaranteed.
Complete terms and conditions for the Warrants are available on the Company's website and in the prospectus prepared by the Board of Directors of Acarix in connection with the Rights Issue. The prospectus is available on the Company's website. It is also available on the Swedish Financial Supervisory Authority's website www.fi.se.
Exercise of warrants
Trustee-registered Warrants
If the warrant holder has their Warrants in a share depository, in an investment savings account (Sw. ISK), or an endowment insurance (Sw. Kapitalförsäkring) (trustee-registered holdings), subscription and payment will take place with the nominee, who will provide further instructions on the procedure for exercising the Warrants. Warrant holders should contact their nominee well in advance for further instructions regarding the exercise of Warrants, as different nominees have different processing times.
Directly registered Warrants (VP account)
Application is made via a subscription form available on Carnegie Investment Bank AB (publ)'s website www.carnegie.se and Acarix's website www.acarix.com. A pre-printed subscription form has been sent to directly registered warrant holders. Payment is made according to instructions on the application form. Both the subscription form and payment must be received by Carnegie Investment Bank AB (publ) by September 25, 2024.
IMPORTANT INFORMATION
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This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
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 the Company.
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 offer 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 USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland 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.
