Clinical Laserthermia Systems proposes extraordinary general meeting to resolve on a rights issue of units to support ongoing market introduction and strengthen the company's capital structure

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The board of directors of Clinical Laserthermia Systems AB (publ) ("CLS" or the "Company") has today proposed an extraordinary general meeting to resolve on a rights issue of units consisting of shares and warrants corresponding to initially approximately SEK 135 million, followed by an additional approximately SEK 50 million from attached gratuitous warrants of series TO 6 B (the "Rights Issue" and "TO 6 B" respectively). The Rights Issue has previously been announced in a press release on April 24, 2023. The extraordinary general meeting is 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. Notice of the extraordinary general meeting will be published via a separate press release. Due to the above, the extraordinary general meeting on May 25, 2023, will be canceled and replaced by the extraordinary general meeting on June 8, 2023. 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 Rights Issue is up to a maximum of 75 percent committed to via pre-subscription- and underwriting commitments from existing shareholders, the Company's current lenders Buntel AB, Lubrica Equity AB and Formue Nord Fokus A/S (the "Lenders") and external qualified investors.

Summary

• The board of directors of CLS has today proposed an extraordinary general meeting of the Company to resolve on a rights issue of units corresponding to initially approximately SEK 135 million before issue costs, followed by an additional approximately SEK 50 million before issue costs from the attached free of charge warrants of series TO 6 B during January/February 2024. Assuming that the initial part of the Rights Issue is fully subscribed and that TO 6 B is fully exercised to the highest exercise price, the capitalization intends to fund the Company's operations until Q1 2025, in accordance with the current strategic plan.

• The board of directors' proposal regarding the Rights Issue is subject to 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. Notice of the extraordinary general meeting will be published via a separate press release. Due to the above, the extraordinary general meeting on May 25, 2023, will be canceled and replaced by the extraordinary general meeting on June 8, 2023.

• The purpose of the Rights Issue is to continue to support the ongoing market introduction and commercial launch of the new generation of TRANBERG® products in the US, Europe, and the Asia-Pacific region, primarily within the urology and neurosurgery market segments. In addition, the Company intends to enhance efforts on further clinical collaborations to effectively support the market introduction and commercialization work and to strengthen the Company's capital structure by repayment of outstanding loans (including previously announced bridge loan) to the Lenders. The Company has in a press release on April 24, 2023, announced a more detailed background for the Rights Issue, also including significant milestone achieved as well as milestones linked to the activities which the Rights Issue intends to finance.

• The Rights Issue is up to a maximum of 75 percent (but not exceeding approximately SEK 101 million of the initial issue volume) 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 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 subscription price per share in the Rights Issue shall be priced at a discount of 45 percent in relation to 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 through May 24 (according to Nasdaq First North Growth Market's official price statistics). The subscription price shall be rounded to the nearest whole Swedish öre whereby SEK 0.005 will be rounded up. The subscription price shall not exceed SEK 0.75 and not be less than SEK 0.10 (corresponding to the share's quota value rounded up) per new B-share. The suggested subscription price and other final terms such as, inter alia, the ratio of preferential rights, the maximum number of units and the complete terms and conditions for TO 6 B, will be published in the complete resolution documentation two weeks before the extraordinary general meeting, which is planned to be held on June 8, 2023.

• The subscription period in the Rights Issue is planned to take place from June 19, 2023, up to and including July 3, 2023.

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

Use of proceeds

The current working capital is, according to the board of directors' assessment, not sufficient for the actual needs of the coming twelve month period. In order to raise additional working capital, the board of directors of CLS has decided to propose an extraordinary general meeting of the Company to resolve on the Rights Issue. With a fully subscribed Rights Issue, and a fully exercised TO 6 B at the highest exercise price, it is the board of director's assessment that CLS will be able to make immediate capital structure improvements and that no further financing needs will arise until Q1 2025 at the earliest.

With the net proceeds from the Rights Issue, the Company intends to finance the following activities (in descending order of priority):

• Repayment of outstanding loans (including the bridge loan to the Lenders)
• Operational costs related to quality work and certifications, pre-clinical testing, product adjustments, facility costs, legal-, trademark- and patent costs
• Continued commercial launch and market introduction
• Ongoing clinical development and new clinical collaborations

Terms for the Rights Issue

The board of directors has today proposed an extraordinary general meeting of the Company to resolve on a rights issue of units, consisting of new B-shares and warrants of series TO 6 B. The warrants of series TO 6 B are issued free of charge. The Rights Issue is proposed to initially provide the Company with approximately SEK 135 million before issue costs. Upon a fully subscribed Rights Issue and that TO 6 B is fully exercised to the highest exercise price, within the scope of issued units, the Company is suggested to be able to raise an additional approximately SEK 50 million before issue costs.

The subscription price per share in the Rights Issue shall be priced at a discount of 45 percent in relation to 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 through May 24 (according to Nasdaq First North Growth Market's official price statistics). The subscription price shall be rounded to the nearest whole Swedish öre whereby SEK 0.005 will be rounded up. The subscription price shall not exceed SEK 0.75 and not be less than SEK 0.10 (corresponding to the share's quota value rounded up) per new B-share.

Considering that the subscription price shall not exceed SEK 0.75 and not be less than SEK 0.10 per new B-share (corresponding to the share's quota value rounded up), given the approval of the other conditional resolutions proposed to the extraordinary general meeting, a minimum of 180,938,260 and a maximum of 1,384,177,723 new B-shares may be issued in connection with the initial part of the Rights Issue. This corresponds to an increase of the share capital of minimum approximately SEK 16,736,789 and maximum approximately SEK 128,036,440, from approximately SEK 15,063,111 to minimum approximately SEK 31,799,900 and maximum approximately SEK 143,099,551 (before reduction of the share capital). After the initial part of the Rights Issue, upon full subscription, the number of shares in CLS will amount to a minimum of 343,782,699 and a maximum of 1,547,022,162 shares, of which 600,000 A-shares and a minimum of 343,182,699 and a maximum of 1,546,422,162 B-shares.

Assuming a fully subscribed Rights Issue, a maximum of 488,533,314 warrants of series TO 6 B can be issued. If TO 6 B is fully exercised, an additional maximum of 488,533,314 new B-shares may be issued corresponding to an increase in the share capital of an additional maximum of approximately SEK 45,189,332 (before the reduction of the share capital).

Existing shareholders who choose not to participate in the Rights Issue will experience a dilution effect corresponding to a minimum of approximately 52 percent and a maximum of approximately 89 percent of the votes and a minimum of approximately 53 percent and a maximum of approximately 90 percent of the capital, calculated on the number of shares in the Company after a fully subscribed initial Rights Issue. Shareholders who choose not to participate in the Rights Issue can compensate themselves for the economic dilution effect by selling their subscription rights no later than June 28, 2023.

The suggested subscription price and other final terms such as, inter alia, the ratio of preferential rights, the maximum number of units and the complete terms and conditions for TO 6 B, will be published in the complete resolution documentation two weeks before the extraordinary general meeting, which is planned to be held on June 8, 2023.

Subscription of units is planned to take place during the period from 19 June 2023 up to and including 3 July 2023. The unit rights not exercised during the subscription period will become useless and lose their value. Trading in unit rights is expected to take place on Nasdaq First North Growth Market from June 19, 2023, up to and including June 28, 2023.

Trading in paid subscribed units (BTU) is expected to take place 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.

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. Existing shareholders on the record date of June 15, 2023, will have preferential rights to subscribe for units in the Rights Issue. The public will also have the right to subscribe for units in the Rights Issue.

Pre-subscription- and underwriting commitments

The Rights Issue is up to a maximum of 75 percent (but not exceeding approximately SEK 101 million of the initial issue volume) 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).

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 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 must be rounded to the nearest whole Swedish öre and shall not exceed a fixed price per new B-share and not fall below the share's quota value. The exercise period for TO 6 B runs from January 23, 2024, until and including February 6, 2024. TO 6 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 February 2, 2023. Terms and conditions for TO 6 B, including inter alia the maximum subscription price per new B-share, will be published in the complete resolution documentation two weeks before the extraordinary general meeting, which is planned to be held on June 8, 2023.

Extraordinary general meeting

The board of directors' proposal regarding the Rights Issue is subject to resolution at the extraordinary general meeting planned to be held on June 8, 2023. The resolution concerning the Rights Issue requires and 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 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 maximal reduction of the share capital will not exceed the share capital increase through the initial part of the Rights Issue. The share capital will be reduced by a maximum of approximately SEK 128 million. Notice of the extraordinary general meeting will be published via a separate press release. Due to the above, the extraordinary general meeting on May 25, 2023, will be canceled.

Bridge loan

To ensure funding until the completion of the Rights Issue, the Company has, as previously announced in a press release on April 24, 2023, raised a bridge loan of approximately SEK 15 million from the Lenders.

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).

Preliminary time table 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.

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 08-05-2023 14:00 CET.