The extra general meeting of Acarix AB (the “Company”) was held today on 9 June 2023 and the following resolutions were passed by the meeting.
Resolution to approve the board of directors’ resolution to issue new shares s
The extra general meeting resolved to approve the board of directors resolution from 22 May 2023 regarding an issue of a maximum of 7,198,853 shares, without preferential rights for the Company’s shareholders, to shareholders who has entered into undertakings to subscribe for shares in the Company.
Through the issuance of shares the Company’s share capital will increase with a maximum of SEK 71,998.53, from SEK 3,920,885.52 to a maximum of SEK 3,992,874.05, and the number of shares and votes may increase from 392,088,552 shares and votes to a maximum of 399,287,405 shares and votes. The subscription price for the new shares shall be SEK 0.37 per share, in total SEK 2,663,575.61 if all shares are subscribed for.
The reason for deviation from the shareholders’ preferential right is that the directed issuance is carried out in proportion to the volume that warrant holders have chosen not to exercise. The warrant series was issued free of charge to all shareholders in the Company within the framework of a preferential issue of units, and the shareholders have thus had preferential rights when choosing to participate in the offer. The Company’s board has made an overall assessment and carefully considered the possibility of acquiring capital through a rights issue, but believes that, among other things, it would entail a risk that the Company cannot meet the existing working capital needs and at the same time maintain an optimal capital structure. Before the Directed Issue, the Board has taken into account that in December 2022 the Company carried out a rights issue that was not fully subscribed and the warrant series was not fully subscribed. The Company’s board has concluded that a rights issue compared to the Directed Issue (i) would take significantly longer to implement and thus entail an increased market risk exposure, (ii) would require significant guarantee commitments from an underwriting syndicate given the prevailing volatility in the market, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such underwriting commitments, (iii) would likely have had to be made at a lower subscription price given the discount levels for rights issues recently completed in the market, and (iv) given the assessed the size of the directed issue that a potential issue proceeds from a rights issue of a corresponding size would be consumed by issue costs. In view of the above, the Company’s board has made the assessment that a directed new share issue with a deviation from the shareholders’ preferential right is the most favorable alternative for the Company and is in the best interest of the Company’s shareholders. The Company therefore considers that the above-mentioned reasons outweigh the main rule that new issues must be carried out with preferential rights for the existing shareholders. The subscription price amounts to SEK 0.37 per share, which the Company deems to be in line with the market as it corresponds to the exercise price at which warrant holders of warrants of series 2022:U have had the right to convert to. Since the directed issue is closely related to a guarantee commitment, the Company’s board of directors considers, after arm’s length negotiations with the consortium, that the directed issue must follow the same conditions, and it is the board of directors’ assessment that the subscription price in will be in accordance with market conditions.
For the full proposals regarding the above resolution at the extra general meeting, please refer to the notice which is available on the Company’s website, www.acarix.com.