Carbiotix AB publishes outcome of rights issue
The subscription period in Carbiotix AB ("Carbiotix" or the "Company") rights issue of units ended on the 31st of January 2024. The rights issue was subscribed to a total of approximately 72.3 percent, including pre-subscription commitments, meaning that guarantee commitments of a total of approximately 3.9 percent were activated to achieve a total subscription rate of 76.2 percent. Carbiotix will thus be provided proceeds of approximately SEK 14.2 million before the deduction of transaction related costs.
Subscription, allocation and payment
The rights issue was subscribed to approximately SEK 13.5 million including pre-subscription commitments of approximately SEK 2.3 million, which corresponds to a subscription rate of approximately 72.3 percent. In addition, guarantee commitments of approximately SEK 0.73 million in total have been activated, corresponding to approximately 3.9 percent of the rights issue. The activated guarantee commitments refer to the guarantee tranche from 60 percent to 76.2 percent. The total subscription rate (including guarantee commitments) thus ended at 76.2 percent, meaning that Carbiotix is provided with approximately SEK 14.2 million before transaction related costs of approximately 3.1 (of which approximately SEK 1.8 million relates to compensation for bottom guarantee commitments).
A total of 13,675,856 units were subscribed for with the support of pre-emptive unit rights, including pre-subscription commitments. In total, 2,126,990 units were subscribed without the support of pre-emptive unit rights, including activated guarantee commitments. Through the rights issue, 142,225,614 new shares and 47,408,538 warrants of series TO 3 will be issued. The subscribers who are allocated units without preferential rights will receive settlement notes, which are planned to be sent out today, after a formal board decision on allocation. Allotted units without pre-emptive rights shall be paid in accordance with the instructions on the settlement note.
Compensation for guarantee commitments
For the bottom guarantee commitment, the guarantors receive a guarantee compensation of 15 percent in cash or 20 percent in the form of units (at the same terms as in the rights issue). For the guarantee tranche from 60 percent to 76.2 percent, the guarantors receive a guarantee compensation of 17 percent in cash or 22 percent in the form of units (at the same terms as in the rights issue).
Number of shares and share capital
When the rights issue has been registered with the Swedish Companies Registration Office, the total number of shares will have increased by 142,225,614 shares, from 20,736,229 shares to 162,961,843 shares, the Company’s share capital will, upon registration, have increased by approximately SEK 14,222,561.40, from approximately SEK 2,073,622.90 to SEK 16,296,184.30 (before share capital decrease). In addition, there will be 47,408,538 outstanding warrants of series TO 3. The shareholders who have not participated in the rights issue will be subject to a dilution effect corresponding to approximately 87.3 percent of the votes and capital.
Trading in BTU
Trading in BTU’s will take place on Spotlight Stock Market until the rights issue has been registered with the Swedish Companies Registration Office. The registration is expected to take place around the 15th of February 2024.
Terms for warrants of series TO 3
One (1) TO 3 entitles the holder to subscribe for one (1) new share in Carbiotix during the period from and including the 5 th of June 2024, to and including the 19th of June 2024. The exercise price for TO 3 shall amount to seventy (70) percent of the average volume-weighted price of the share according to the official price statistics of the Spotlight Stock Market during a period of twenty (20) trading days ending two (2) banking days before the start of the exercise period and the exercise price will be determined within the range of SEK 0.02-0.12 per new share. The exercise price must be rounded to the nearest whole öre. The Company will announce the exercise price the day before the first day of the exercise period. Upon full utilization of TO 3 issued thereby at the highest exercise price, the Company may receive a maximum of approximately SEK 5.7 million before transaction costs, which are estimated to amount to a maximum of approximately SEK 0.3 million.
Through TO 3, the share capital can increase by a maximum of SEK 711,128.07 (before share capital decrease). Provided that TO 3 are fully utilized, TO 3 will result in a dilution of approximately 22.5 percent. TO 3 is planned to be admitted to trading on the Spotlight Stock Market as soon as possible after final registration with the Swedish Companies Registration Office. The last day of trading in TO 3 is expected to be 17th of June 2024.
Flagging
After the rights issue, Peter Falck has passed the flagging limit of 5 percent. Before the rights issue, Falk's holding corresponded to approximately 8.7 percent of votes and capital in the Company. After the rights issue, the ownership corresponds to approximately 1.1 percent of votes and capital in the Company.
In addition, Sustainable Holding Sweden AB (owned by Kristofer Cook) has passed the flagging limit of 15 percent. Sustainable Holding Sweden AB subscribed for units in the rights issue, but goes from an ownership of approximately 19.3 percent of votes and capital in the Company to an ownership of approximately 14.7 percent of votes and capital in the Company.
Advisors
In connection with the rights issue, Carbiotix has engaged Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent.
For more information about the rights issue, please contact:
Sedermera Corporate Finance AB
Tel: +46 (0)40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
For more information, please contact:
Erik Deaner, CEO
Tel: +46 (0)738-67 30 85
E-mail: erik.deaner@carbiotix.com
Important information
This press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, warrants, subscription rights, BTU or other securities in Carbiotix AB and investors should not subscribe or acquire any securities other than on the basis of the information in the memorandum which was made public in January 2024. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden.
This press release may not be made public, published or distributed, directly or indirectly, in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be illegal. This press release also does not constitute an offer to sell new shares, warrants, subscription rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such person or where such action would require an additional prospectus, registration or other measures than according to Swedish law. The prospectus, notification form and other documents relating to the rights issue may not be distributed in or to any country where such distribution or the rights issue requires actions as specified in the previous sentence or where they would be contrary to regulations in such country. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
No shares, warrants, warrants, BTUs or other securities have been or will be registered under the United States Securities Act of 1933 as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered, subscribed , is exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or through a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.
This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as "intends", "estimates", "expects", "may", "plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information is not a guarantee of future performance or development, and actual outcomes may differ materially from what is stated in forward-looking information. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight's regulations.
About Carbiotix
Carbiotix AB (CRBX) (www.carbiotix.com) is an award-winning biotechnology company pioneering microbiome health through a portfolio of prebiotic modulators and diagnostic testing services.
This information is information that Carbiotix AB is obliged to make public according to the EU's Market Abuse Regulation (MAR). The information was submitted, through the contact person below, for publication on February 1, 2024.