Clinical Laserthermia Systems AB receives approx. SEK 12.8 million through warrant exercise
Lund, Sweden – On 28 February 2023, the exercise period for warrants of series TO 5 B, which were issued in connection with Clinical Laserthermia Systems AB’s ("CLS" or the "Company") rights issue of units that was announced on 10 August 2022, ended. In total, 25,315,836 warrants of series TO 5 B were exercised, corresponding to a subscription ratio of approximately 91.3 percent. Thus, the underwriting commitment relating to TO 5 B, which the Company agreed on during the exercise period, is activated. The formal decision on a directed share issue of 2,406,784 B-shares to the underwriters is estimated to take place on 3 March 2023, with the support of the authorization given by the extraordinary general meeting in 2022, corresponding to the remaining approximately 8.7 percent of the warrant exercise within the context of the underwriting commitments. CLS is thus provided the total amount of approximately SEK 12.8 million for TO 5 B before deduction of transaction related costs, corresponding to a subscription rate of 100 percent.
Outcome of the exercise of warrants of series TO 5 B
During the period 14 February 2023 up to and including 28 February 2023, holders of TO 5 B have had the right to subscribe for one (1) new B-share in CLS at a subscription price of SEK 0.46 per share. In total, 25,315,836 warrants of series TO 5 B were exercised, corresponding to a subscription rate of approximately 91.3 percent. CLS will thus receive approximately SEK 11.7 million before deduction of transaction related costs.
Through the exercise of TO 5 B, 25,315,836 new B-shares are issued. The decision on the allocation of B-shares is formally expected to take place on 3 March 2023. Conversion from interim shares to ordinary B-shares is expected to take place around 22 March 2023, and ordinary B-shares are expected to be visible on each subscriber's account approximately two banking days thereafter.
Directed share issue
Within the context of the previously communicated underwriting commitment (so-called "top-down" or "top guarantee"), the Board of Directors of CLS, with the support of the authorization given by the extraordinary general meeting in 2022, will formally resolve on a directed share issue of 1,203,392 B-shares to Tony Chouha and 1,203,392 B-shares to Ghanem Chouha. Thus, the total number of shares issued in connection with the directed share issue amounts to 2,406,784 B-shares. Subscription of shares in the directed share issue shall take place at the subscription price of SEK 0.46 per new B-share, which corresponds to the established subscription price in the completed warrant exercise of TO 5 B. The directed share issue is only carried out to the extent that TO 5 B have not been exercised by existing warrant holders.
The reason for the deviation from the shareholders' preferential rights in the directed share issue is to fulfill the Company's commitments towards the underwriters as a result of the underwriting agreements entered into on 23 February 2023. The Board of Directors believes that it is beneficial for the Company's financial position and in the interests of the shareholders that the warrants of series TO 5 B are fully exercised. The purpose of the directed share issue and the reason for the deviation from the shareholders' preferential rights is thus to ensure that the warrants of series TO 5 B are fully exercised. The background to the agreed underwriting commitment regarding TO 5 B is that it aims to secure the last part of the subscription in the warrant exercise in the event that all TO 5 B are not exercised by existing holders.
In addition, the underwriters have undertaken to exercise all their TO 5 B to subscribe for new B-shares in the Company, corresponding to a total of approximately SEK 100,000. For the underwriting commitments, a cash compensation of five (5) percent of the underwritten amount is paid. The compensation is considered to be market-based for these types of agreements and has been negotiated at an arm's length in consultation with the Company's financial advisors and the underwriters.
Issue proceeds, number of shares and share capital
Through the directed share issue, CLS will receive an additional SEK 1.1 million before deduction of transaction related costs. Together with the issue proceeds from TO 5 B, CLS will receive a total of approximately SEK 12.8 million before deduction of transaction related costs, corresponding to a subscription rate of 100 percent. The total transaction costs are estimated to amount to approximately SEK 1 million, of which approximately SEK 0,1 million refers to compensation to underwriters.
The exercise of TO 5 B and the directed share issue means that the number of shares in the Company increases by 27,722,620 B-shares and the share capital increases by approximately SEK 2,564,342.4, resulting in a dilution effect of approximately 16.5 percent of the votes and approximately 17 percent of the capital. When the new shares from TO 5 B and the directed share issue have been registered with the Swedish Companies Registration Office, the total number of shares in CLS will amount to 162,844,439, of which 600,000 A-shares and 162,244,439 B-shares, and the share capital will amount to approximately SEK 15,063,110.7.
Advisors
In connection with the exercise of warrants of series TO 5 B, Sedermera Corporate Finance AB is acting as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent. Shark Communication AB is assisting the Company with advice regarding communication.
For more information about the warrants of series TO 5 B, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0) 40 615 14 10
E-mail: cf@sedermera.se
For more information about CLS, please contact:
Dan J Mogren, CEO Clinical Laserthermia Systems AB (publ)
Phone: +46 (0) 70-590 11 40
E-mail: dan.mogren@clinicallaser.com
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.
About CLS
Clinical Laserthermia Systems AB (publ) develops and sells the TRANBERG®|Thermal Therapy Systems, including Thermoguide Workstation and sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy, according to regulatory approvals in the EU and the US. The products are marketed for image-guided laser ablation and used in studies for treatment with imILT®, the Company's interstitial laser thermotherapy for immunostimulant ablation with potential abscopal effects. CLS is headquartered in Lund and has subsidiaries in Germany, the US and Singapore. CLS is listed on the Nasdaq First North Growth Market under the symbol CLS B. The Certified Advisor (CA) is FNCA Sweden AB, Tel: +46 8 528 00 399. E-mail: info@fnca.se.
For more information about CLS, please visit the Company's website: www.clinicallaser.se
This disclosure contains information that CLS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 02-03-2023 08:30 CET.