The extra general meeting of Acarix AB (“Acarix” or the “Company”) was held today on 28 September 2023 and the following resolution was passed by the meeting.
Approval of the board of directors’ resolution on a rights issue of units
The extra general meeting resolved to approve the board of directors’ resolution from 11 September 2023 on a rights issue of a maximum of 271,720,806 shares, a maximum of 90,573,602 warrants series 2024:U1 and a maximum of 90,573,602 warrants series 2024:U2. The new shares and warrants shall be issued in units, where each unit shall consist of three shares, one free warrant series 2024:U1 and one free warrant series 2024:U2. Through the issuance of shares the Company’s share capital will increase with a maximum of SEK 2,717,208.06. At subscription of shares through exercise of all warrants the Company’s share capital may increase with an additional maximum of SEK 1,811,472.04, divided into 905,736.02 per warrant series, and the number of shares with an additional maximum of 181,147,204 shares. The subscription price is SEK 0.60 per unit (equivalent to SEK 0.20 per share), which corresponds to a total SEK 54,344,161.20 if all units are subscribed for. The warrants are issued at no consideration.
One free warrant series 2024:U1 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 Premier Growth Market during the period from and including 16 February 2024 up to and including 1 March 2024, however not less than SEK 0.25 and not more than SEK 0.50. Subscription of a new share by exercise of warrant series 2024:U1 shall take place during the period from and including 6 March 2024 up to and including 20 March 2024.
One free warrant series 2024:U2 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 Premier Growth Market during the period from and including 23 August 2024 up to and including 6 September 2024, however not less than SEK 0.25 and not more than SEK 0.50. Subscription of a new share by exercise of warrant series 2024:U2 shall take place during the period from and including 11 September 2024 up to and including 25 September 2024.
Those who on the record date 2 October 2023 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 0.60 per unit. Shareholders receive one unit right for each share held as of the record date. Five unit rights entitle the holder to subscribe for one unit in the rights issue consisting of three shares, one free warrant series 2024:U1 and one free warrant series 2024:U2.
Subscription for units with unit rights shall be made by payment in cash during the period from 4 October 2023 up until and including 18 October 2023. Subscription for units without unit rights shall be made on a subscription list during the period from 4 October 2023 up until and including 18 October 2023. Payment for units subscribed for without unit rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
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.