The Board of Directors of Carbiotix AB decides on a directed issue to guarantors
The board of directors of Carbiotix AB ("Carbiotix" or the "Company") has today decided, with the support of authorization from the extraordinary general meeting, to carry out a directed issue of units, in accordance with the guarantee agreements entered into between the guarantors and the Company due to the preferential issue which was carried out during January 2024.
As previously communicated in connection with the rights issue, the bottom guarantors, in accordance with the guarantee agreements entered into, had the opportunity to choose to receive guarantee compensation in the form of cash compensation corresponding to 15 percent of the guaranteed amount, or units (shares and warrants of series TO 3) corresponding to 20 percent of the guaranteed amount. The guarantors at the level of 60 percent to 76.2 percent had, in accordance with entered into guarantee agreements, the opportunity to choose to receive guarantee compensation in the form of cash compensation corresponding to 17 percent of the guaranteed amount, or units (shares and warrants of series TO 3) corresponding to 22 percent of guaranteed amount A number of guarantors have chosen to receive the guarantee compensation in the form of units. Due to this, the board of directors, with the support of authorization from the extraordinary general meeting on January 10, 2024, has decided on a directed issue of units, corresponding to 17,264,952 shares and 5,754,984 warrants of series TO 3 in the Company. The purpose of the directed issue and the reason for the deviation from the shareholders' preferential right is thus to fulfill the Company's obligations towards the guarantors in accordance with the entered into guarantee agreements.
The subscription price is approximately SEK 0.90 per unit (equivalent to SEK 0.10 per share, TO 3 is issued free of charge), which corresponds to the subscription price at which units in the recently completed rights issue were issued.
After the Swedish Companies Registration Office's registration of the rights issue and the described directed issue to guarantors, the total number of shares in the Company will amount to 180,226,795 and the share capital to SEK 2,703,401.925 (after adjustment of the quota value). In addition, there will be 53,163,522 outstanding warrants of series TO 3.
Advisors
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 issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0)40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
For more information, please contact:
Erik Deaner, VD
Phone: 0738 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 forwardlooking 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.