The extra general meeting of Acarix AB (“Acarix” or the “Company”) was held today on 9 December 2022 and the following resolutions were passed by the meeting.
RESOLUTION TO APPROVE THE BOARD OF DIRECTORS RESOLUTION ON A RIGHTS ISSUE
The extra general meeting resolved to approve the board of directors resolution from 22 November 2022 regarding a rights issue of a maximum of 188,979,145 shares and a maximum of 188,979,145 warrants. The new shares and warrants shall be issued in units, where each unit shall consist of one share and one warrant. Through the issuance of shares the Company’s share capital will increase with a maximum of SEK 1,889,791.45. At subscription of shares through exercise of all warrants the Company’s share capital may increase with an additional maximum of SEK 944,895.72 and the number of shares with an additional maximum of 94,489,572 shares. The subscription price is SEK 0.28 per unit (equivalent to SEK 0.28 per share), which corresponds to a total SEK 52,914,160.60 if all units are subscribed for. The warrants are issued at no consideration.
Two warrants of the series entitles to subscription of one new share in the Company at a subscription price equal to 70 percent of the volume weighted average price of the Company’s shares at Nasdaq First North Growth Market during a period of 10 trading days immediately preceding, and including, 28 April 2023, however not less than SEK 0.10 and not more than SEK 0.45. Subscription of a new share by exercise of the warrants shall take place during the period from 2 May 2023 up to and including 16 May 2023.
Those who on the record date 13 December 2022 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new units at a subscription price of SEK 0.28 per unit. Shareholders receive three (3) unit rights for each share held as of the record date. Four (4) unit rights entitle the holder to subscribe for one (1) unit in the rights issue consisting of one share and one warrant.
Subscription for units with unit rights shall be made by payment in cash during the period from 15 December 2022 up until and including 30 December 2022. Subscription for units without unit rights shall be made on a subscription list during the period from 15 December 2022 up until and including 30 December 2022.
If all of the units are not subscribed for with unit rights, the board will decide on allotment of units subscribed for without unit rights. Allotment will then be made firstly to persons who have applied for subscription without unit rights and who have subscribed for units with unit rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of units allotted through exercise of unit rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without unit rights, and in the case of oversubscription, pro rata to the number of units subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining units shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.
Subscription shall be made only in units and not for shares or warrants separately. Allotment shall be made in units only. However, after the issuance the shares and warrants will be separated.
For the full proposals regarding the above resolutions at the extra general meeting, including complete terms and conditions for the warrants, please refer to the notice which is available on the Company’s website, www.acarix.com.