Clinical Laserthermia Systems announces complete terms for the previously announced rights issue of units

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Clinical Laserthermia Systems AB (publ) ("CLS" or the "Company") announced on May 8, 2023, that the board of directors has decided to propose an extraordinary general meeting to resolve on a rights issue of units consisting of shares and warrants of series TO 6 B (the "Rights Issue" and "TO 6 B" respectively). The intention to undertake the Rights Issue has previously been announced in a press release on April 24, 2023. In accordance with previous information, CLS today announces the complete terms and conditions for the Rights Issue and for TO 6 B. The Rights Issue will consist of a maximum of 54 281 479 units, consisting of 1 357 036 975 new B-shares and 271 407 395 gratuitous warrants of series TO 6 B whereby three existing shares give the right to subscribe for one unit, consisting of 25 B-shares and 5 TO 6 B. The subscription price is SEK 2.50 per unit, corresponding to SEK 0.10 per new B-share, which corresponds to an initial issue amount in the Rights Issue of approximately SEK 135,7 million before the deduction of issue costs. The Company may receive an additional maximum of approximately SEK 54,3 million before issue costs related to the attached TO 6 B in February 2024.

The Rights Issue in brief

• The Rights Issue consist of a maximum of 54 281 479 units, consisting of 1 357 036 975 new B-shares and 271 407 395 warrants of series TO 6 B.
• Shareholders in CLS on the record date receive one (1) unit right for each share held in CLS, regardless of share class. Three (3) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of 25 new B-shares and 5 new warrants of series TO 6 B.
• The subscription price is SEK 2.50 per unit, corresponding to SEK 0.10 per new B-share, resulting in an initial issue amount of approximately SEK 135,7 million before the deduction of issue costs. The Company may receive an additional maximum of approximately SEK 54,3 million before issue costs related to the attached free-of-charge TO 6 B during February 2024. The subscription price per new B-share in the Rights Issue corresponds to a discount of approximately 42.5 percent against the theoretical ex-rights price ("TERP") based on the geometric average of the daily volume-weighted average price (“VWAP”) of the B-share during the trading period May 17 up to and including May 24, 2023 (according to Nasdaq First North Growth Market's official price statistics).
• The record date for the Rights Issue is June 15, 2023, and the subscription period runs from June 19, 2023, to and including July 3, 2023.
• The last day of trading in CLS shares including the right to receive unit rights in the Rights Issue is June 13, 2023.
• The board of directors' proposal regarding the Rights Issue is subject to a resolution at the extraordinary general meeting planned to be held on June 8, 2023. The resolution concerning the Rights Issue is conditional upon that the limits for share capital and the number of shares in the articles of association are amended and that a reduction in the share capital is resolved in accordance with the board of directors' proposal to the extraordinary general meeting.
• The Rights Issue is up to approximately 75 percent committed to via pre-subscription- and underwriting commitments, as set out below:

• Certain existing shareholders have provided pre-subscription commitments amounting to approximately SEK 1 million, corresponding to approximately 1 percent of the initial issue volume in the Rights Issue.
• The Company's current lenders Buntel AB, Lubrica Equity AB and Formue Nord Fokus A/S (the "Lenders") have entered into underwriting commitments with customary conditions amounting to a total of approximately SEK 45 million, corresponding to approximately 33 percent of the initial issue volume in the Rights Issue. In addition, external qualified investors have provided additional underwriting commitments to the same customary conditions amounting to a total of approximately SEK 55 million, corresponding to approximately 41 percent of the initial issue volume in the Rights Issue.

• The purpose of the Rights Issue is to continue to support the ongoing market introduction and commercial launch, enhance efforts on further clinical collaborations and strengthen the Company's capital structure. The Company has in press releases on April 24 and May 8, 2023, announced a more detailed background for the Rights Issue, the use of proceeds as well as significant milestone achieved as well as milestones linked to the activities which the Rights Issue intends to finance.

• The prospectus containing complete terms and conditions for the Rights Issue is expected to be published around June 12, 2023.

Terms for the Rights Issue

Those registered in the share register as shareholders in CLS on the record date of June 15, 2023, receive one (1) unit right for each share held in CLS, regardless of share class. Three (3) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of 25 new B-shares and 5 new warrants of series TO 6 B. The Rights Issue consist of a maximum of 54 281 479 units, consisting of 1 357 036 975 new B-shares and 271 407 395 warrants of series TO 6 B. The last day of trading in CLS shares including the right to receive unit rights in the Rights Issue is June 13, 2023. The first day of trading in CLS shares excluding the right to receive unit rights in the Rights Issue is June 14, 2023. The subscription price is SEK 2.50 per unit, corresponding to SEK 0.10 per new B-share, resulting in an initial issue amount of approximately SEK 135,7 million before the deduction of issue costs, assuming a fully subscribed Rights Issue. The subscription price per new B-share in the Rights Issue corresponds to a discount of approximately 42.5 percent against the theoretical ex-rights price ("TERP") based on the geometric average of the daily volume-weighted average price (“VWAP”) of the B-share during the trading period May 17 up to and including May 24, 2023 (according to Nasdaq First North Growth Market's official price statistics). Investors are also offered the opportunity to subscribe for units without unit rights in the Rights Issue.

Provided that the Rights Issue is fully subscribed, CLS's share capital will increase by a maximum of approximately SEK 125 525 921 from approximately SEK 15 063 111 to a maximum of approximately SEK 140 589 032 (before the reduction of the share capital), by issuing a maximum of 1 357 036 975 new B-shares. After the Rights Issue, upon full subscription, the number of shares in CLS will amount to a maximum of 1 519 881 414 shares, of which 600,000 A-shares and 1 519 281 414 B-shares.

The subscription period runs from June 19, 2023, to and including July 3, 2023. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from June 19, 2023, to and including June 28, 2023, and trading in paid subscribed units (BTU) will take place on Nasdaq First North Growth Market during the period from June 19, 2023, until the Swedish Companies Registration Office has registered the Rights Issue. The last day for trading in BTUs will be announced via a separate press release after the completion of the Rights Issue.

Existing shareholders who choose not to participate in the Rights Issue will be subject to a dilution effect corresponding to approximately 89.0 percent of the votes and 89.3 percent of the capital, calculated on the total number of shares in CLS after the Rights Issue. Shareholders who choose not to participate in the Rights Issue have the possibility to fully or partly compensate themselves for the financial dilution effect by selling their unit rights.

Pre-subscription- and underwriting commitments

The Rights Issue is up to approximately 75 percent committed to via pre-subscription- and underwriting commitments from existing shareholders, the Lenders and external qualified investors.

Certain existing shareholders have provided pre-subscription commitments amounting to approximately SEK 1 million, corresponding to approximately 1 percent of the initial issue volume in the Rights Issue.

The Lenders have entered into underwriting commitments with customary conditions amounting to a total of approximately SEK 45 million, corresponding to approximately 33 percent of the initial issue volume in the Rights Issue. In addition, external qualified investors have provided additional underwriting commitments to the same customary conditions amounting to a total of approximately SEK 55 million, corresponding to approximately 41 percent of the initial issue volume in the Rights Issue.

For underwriting commitments, a cash compensation of 12 percent of the amount underwritten is paid, alternatively an optional compensation of 14 percent in the form of units. In case the underwriters choose compensation in the form of units, these will be received through a directed offset issue after the completion of the Rights Issue at the same price as units in the Rights Issue. The Lenders may offset the payment for any units subscribed for in the Rights Issue within the scope of the provided underwriting commitments against outstanding loans to the Company (including the bridge loan granted in connection with the Rights Issue).

No compensation is paid for the pre-subscription commitments. Pre-subscription and underwriting commitments are not secured by pre-transaction, bank guarantee or similar arrangements. Further information regarding the parties that have entered these commitments will be included in the prospectus which is expected to be published around June 12, 2023.

Terms for warrant of series TO 6 B

The subscription price in the following warrant exercise of series TO 6 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) TO 6 B gives the right to subscribe for one (1) new B-share in CLS. The subscription price shall be rounded to the nearest whole Swedish öre and shall not exceed SEK 0.20 per new B-share and not be less than the share's quota value. This means that CLS, upon full utilization of all TO 6 B within the framework of the Rights Issue, may receive up to approximately SEK 54,3 million before issue costs, depending on the subscription price. The share capital may therefore increase by an additional maximum of approximately SEK 25 105 184 (calculated before the reduction of the share capital by the initial part of the Rights Issue). Upon full subscription of the Rights Issue and full utilization of TO 6 B, an additional dilution effect of approximately 15.1 percent of the votes and approximately 15.2 percent of the capital will occur.

The exercise period for the subscription of shares with the use of TO 6 B will take place from January 23, 2024, to and including February 6, 2024. TO 6 B is intended to be traded on Nasdaq First North Growth Market after the final registration with the Swedish Companies Registration Office. The last day of trading is then expected to be February 2, 2024.

Extraordinary general meeting

The board of directors' proposal regarding the Rights Issue is subject to a resolution at the extraordinary general meeting on June 8, 2023. The resolution concerning the Rights Issue is conditional upon that the limits for share capital and the number of shares in the articles of association are amended, and that a reduction of the share capital in order to reduce the share quota value and thus, under applicable company law, release capital from the Rights issue for disposal, is resolved in accordance with the board of directors' proposal to the extraordinary general meeting. The maximum reduction of the share capital will not exceed the share capital increase via the initial part of the Rights Issue. The share capital will be reduced by a maximum of approximately SEK 125 525 921.

Prospectus

The prospectus containing full terms and conditions for the Rights Issue will be published around June 12, 2023, via a separate press release and will be available on the Company's, Sedermera Corporate Finance AB's, Redeye AB's and Nordic Issuing AB's respective websites (www.clinicallaser.se, www.sedermera.se, www.redeye.se, www.nordic-issuing.se).

Indicative timetable for the Rights Issue

Advisors

Sedermera Corporate Finance AB and Redeye AB are Joint Lead Managers in connection with the Rights Issue. Markets & Corporate Law Nordic AB is legal advisor and Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.

For more information on the Rights Issue, please contact:

Sedermera Corporate Finance AB

Phone: +46 40 615 14 10

E-mail: info@sedermera.se

Website: www.sedermera.se

Redeye AB

Phone: +46 (0)8 545 013 30

E-mail: info@redeye.se

Website: www.redeye.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

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 immunostimulatory 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: clinicallaser.se

Important information

This press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants, unit rights, BTUs or other securities in Clinical Laserthermia Systems AB investors should not subscribe for or acquire any securities other than on the basis of the information in the prospectus that will be made public before the start of the subscription period in the Rights Issue. No action has been taken and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden.

This press release may not be released, published or distributed, directly or indirectly, in or into 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 unlawful. Nor does this press release constitute an offer to sell new shares, warrants, unit rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such a person or where such action would require additional prospectus, registration or other measures than under Swedish law. The prospectus, the application form and other documents relating to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires measures referred to in the previous sentence or where they would be contrary to the rules of such country. Actions contrary to this instruction may constitute a violation of applicable securities laws.

Neither shares, warrants, unit rights, BTUs nor any other securities have been or will be registered under the United States Securities Act of 1933 in its current wording (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

This press release may contain certain forward-looking statements that reflect the Company's current views on future events and financial and operational development. Words such as "intends", " estimates", "expects", "may", "plans", "believes", " anticipates" and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or developments and actual outcomes may differ materially from those expressed in forward-looking statements. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or the rules of Nasdaq First North Growth Market.

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.