Clinical Laserthermia Systems AB (publ) publishes prospectus relating to the rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, OR CANADA OR ANY OTHER JURISDICTION WHERE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES BEYOND WHAT IS REQUIRED UNDER SWEDISH LAW.

Today, 16 August 2022, Clinical Laserthermia Systems AB (publ), (“CLS” or the “Company”) publishes the prospectus relating to the Company’s forthcoming rights issue of units, for which the subscription period starts on Tuesday 23 August 2022 (the “Rights Issue”). The prospectus has today been approved and registered by the Swedish Financial Supervisory Authority and will be made available on the Swedish Financial Supervisory Authority’s website (www.fi.se). The prospectus is also available on the websites of the Company (https://clinicallaser.se/investor-relations/corporate-governance/rights-issue-2022/), Sedermera Corporate Finance AB (www.sedermera.se), and Nordic Issuing AB (www.nordic-issuing.se).

On 10 August 2022, CLS announced that the Board of Directors had resolved on an issue of units with preferential right for existing shareholders. The decision was taken pursuant to the authorization granted by the Annual General Meeting on 28 June 2022.

The prospectus, including complete terms and conditions, has today, 16 August 2022, been approved and registered by the Swedish Financial Supervisory Authority and will be made available at the Swedish Financial Supervisory Authority’s website (www.fi.se). The prospectus is also available on the websites of the Company (www.clinicallaser.se), Sedermera Corporate Finance AB (www.sedermera.se), and Nordic Issuing AB (www.nordic-issuing.se).

A summary teaser (in Swedish and English) will be published on the websites of the Company, Sedermera Corporate Finance AB, and Nordic Issuing AB at the latest in connection with the start of the subscription period. Subscription forms will be made available on the above-mentioned websites in connection with the start of the subscription period.

Timetable for the Rights Issue

• Last day of trading in shares including the right to participate in the Rights Issue: 16 August 2022
• First day of trading in shares excluding the right to participate in the Rights Issue: 17 August 2022
• Record date for participation in the Rights Issue: 18 August 2022
• Trading in unit rights: 23 August – 1 September 2022
• Subscription period: 23 August – 6 September 2022
• Publication of final outcome in the Rights Issue: Around 9 September 2022
• Trading in BTU (paid subscribed unit): From 23 August 2022 until the Rights Issue has been registered with the Swedish Companies Registration Office, estimated around 28 September 2022.

The offer in brief

• Subscription price: SEK 2.00 per unit, corresponding to SEK 1.00 per B-share.
• Issue volume: The offer comprises a maximum of 34,653,275 units, which corresponds to 69,306,550 B-shares and 34,653,275 warrants of series TO 5 B. The Company can initially be provided proceeds of approximately SEK 69.3 million before deduction of transaction related costs. Through the exercise of warrants of series TO 5 B, the Company can be provided an additional maximum amount of approximately SEK 35 million in February 2023.
• Preferential right for subscription: For each share, regardless of share class, held on the record date of 18 August 2022, one (1) unit right will be received. Two (2) unit rights entitle the holder to subscribe for one (1) unit. Each unit consists of two (2) B-shares and one (1) warrant of series TO 5 B.
• Subscription and payment: Subscription with the support of unit rights will take place during the subscription period in accordance with “Terms for the offer” in the prospectus. Please note that the unit rights that the shareholder does not intend to use must be sold no later 1 September 2022 to not expire without value.
• Number of shares before the Rights Issue: 69,306,551 shares, of which 600,000 A-shares and 68,706,551 B-shares.
• Dilution: For the existing shareholders who choose not to use their unit rights to subscribe for units will be subject to a dilution effect of a maximum of approximately 48.13 percent of the votes and 50.00 percent of the capital through the initial part of the Right Issue. Upon full exercise of the warrants of series TO 5 B, the dilution amounts to an additional approximately 19.40 percent of the votes and 20.00 percent of the capital.
• Pre-subscription- and underwriting commitments: CLS has received subscription and underwriting commitments of approximately SEK 55.4 million (corresponding to approximately 80 percent of the initial issue volume).
• Marketplace: Nasdaq First North Growth Market.

Summary terms for warrants of series TO 5 B

The subscription price in the following warrant exercise of series TO 5 B amounts to seventy (70) percent of the average volume-weighted price for the B-share according to Nasdaq First North Growth Market's official price statistics during a period of ten (10) trading days ending two (2) banking days before the exercise period begins. The Company will publish the subscription price the day before the first day of the exercise period. One (1) warrant of series TO 5 B gives the right to subscribe for one (1) new B-share in CLS. The subscription price must be rounded to the nearest whole Swedish öre and may not exceed SEK 1.00 per new B-share and must not fall below the share's quota value. The exercise period for warrants of series TO 5 B runs from 14 February 2023 until and including 28 February 2023. Provided a fully subscribed Rights Issue and full utilization of warrants of series TO 5 B, the utilization means a further dilution of approximately 19.4 percent of the votes and approximately 20 percent of the capital. Warrants of series TO 5 B is intended to be admitted to trading on Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office. The last day of trading is then estimated to 24 February 2023.

Advisor

In connection with the Rights Issue, CLS has assigned Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent. Shark Communication AB assists the Company with advice regarding communication.

For further information about the Rights Issue, please contact:

Sedermera Corporate Finance AB

Phone: +46 40 615 14 10

E-mail: cf@sedermera.se

www.sedermera.se

The information was submitted for publication, through the agency of the contact person set out below on 16 August 2022.

For more information about CLS, please contact

Dan J Mogren, VD

Phone: +46 (0) 70-590 11 40

E-mail: dan.mogren@clinicallaser.com

www.clinicallaser.se

Certified Adviser

FNCA Sweden AB

Phone: +46 8 528 00 399

E-mail: info@fnca.se

This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.

Clinical Laserthermia Systems AB (publ), develops and sells the TRANBERG®|Thermal Therapy System, including Thermoguide Workstation and sterile disposable material, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy, according to regulatory approvals within the EU and the US respectively. The products are marketed for image-guided laser ablation and used in studies for treatment with imILT®, the Company's interstitial laser thermotherapy for immunostimulating ablation with potential abscopal treatment effect. CLS has its headquarters in Lund as well as subsidiaries in Germany, the US and a marketing company in Singapore. CLS is listed on the Nasdaq First North Growth Market under the symbol CLS B.