Clinical Laserthermia Systems will receive ca SEK 23.5 million in connection with the warrant exercise and underwriting commitments for TO 6 B, corresponding to a subscription rate of 100 percent.

Lund, Sweden - On February 6, 2024, the exercise period ended for warrants of series TO 6 B that were issued in connection with Clinical Laserthermia Systems AB's ("CLS" or "the Company") preferential rights issue of units that was resolved on at the extraordinary general meeting on June 8, 2023 ("TO 6 B"). A total of 189,182,414 TO 6 B was exercised, corresponding to a subscription rate of approximately 80.7 percent. During the exercise period, the Company agreed on underwriting commitments (so-called "top-down" or "top guarantee") of TO 6 B, which are thus activated in order to achieve the corresponding full subscription rate in the warrant redemption. The formal issue decision on a directed new share issue of 45,400,396 B-shares to the underwriters is expected to take place on February 8, 2024, with the support of the authorization from the annual general meeting 2023, corresponding to the remaining approximately 19.3 percent of TO 6 B within the framework of the entered underwriting commitments. CLS will thus receive the total amount of approximately SEK 23.5 million for TO 6 B before issue costs, corresponding to a subscription rate of 100 percent.

Outcome of the exercise of TO 6 B

During the period January 23, 2024 up to and including February 6, 2024, holders of TO 6 B have been entitled to subscribe for one (1) new B-share in CLS at a subscription price of SEK 0.10 per share. In total, 189 182 414 TO 6 B were exercised, corresponding to a subscription rate of approximately 80.7 percent. CLS is thus provided with approximately SEK 18.9 million before issue costs.

Through the exercise of TO 6 B, 189,182,414 new B-shares are issued. A decision on the allotment of B-shares is expected to be formally made on February 8, 2024. Conversion from interim shares to ordinary B-shares is expected to take place around February 23, 2024 and ordinary B-shares are expected to be visible on each subscriber's depository account approximately two banking days thereafter.

Directed share issue

Within the framework of previously communicated underwriting commitments (so-called "top-down" or "top guarantee"), the board of directors of CLS, with the support of the authorization from the annual general meeting 2023, will formally decide on a directed new share issue of a total of 45,400,396 B-shares. Subscription of shares in the directed share issue shall be made at the subscription price of SEK 0.10 per new B-share, which corresponds to the established subscription price in the completed warrant exercise of TO 6 B. The directed share issue is only carried out to the extent that TO 6 B has not been exercised by existing holders. Thus, no discount is given.

Subscription and allotment is planned to take place as follows, within the framework of entered underwriting commitments:

The reason for the deviation from the shareholders' preferential rights in the directed new share issue is to fulfil the Company's commitments to the underwriters as a result of the underwriting agreements entered into on February 1-2, 2024. The Board of Directors considers that it is beneficial to the Company's financial position and in the interest of the shareholders that TO 6 B is fully exercised. The Board's considerations are based on an assessment that it is of importance for the operation of the business and the possibilities of achieving short and long-term goals that the Company receives the entire capital corresponding to what full exercise of TO 6 B could bring in. The background to the agreed underwriting commitment regarding TO 6 B is that it intends to ensure the last part of the subscription in the warrant redemption in the event that all TO 6 B is not exercised by existing holders. The underwriting commitment only covers the percentage part that has not been subscribed for by warrant holders of TO 6 B and thus does not entail any further dilution effect for existing shareholders than what would have been the case in a full exercise of TO 6 B.

For the underwriting commitments, a cash compensation of fifteen (15) percent of the underwritten amount is paid. The underwriting compensation is deemed to be market-based for this type of agreement and has been negotiated at an arm's length through market soundings via the Company's hired financial advisors with external investors. As a basis for the assessment, the Board has taken into account factors such as the current market climate for MTF-companies, its own limitations in company value and attractiveness given the historical decline in the price of the Company's share and the need to keep issue costs down. The marketability of the cash remuneration has been ensured by, among other things, comparison with simultaneous statistics for average cash remunerations and after dialogue with existing shareholders and other external investors. Given the outcome of the market soundings, the Board could conclude that there were no reasonable conditions for carrying out a preferential rights issue and that it was thus more favorable to enter into the underwriting agreements instead.

Issue proceeds, number of shares and share capital

Through the directed new share issue, CLS receives an additional approximately SEK 4.5 million before issue costs. Together with the issue proceeds from TO 6 B, CLS will receive a total of approximately SEK 23.5 million before issue costs, corresponding to a subscription rate of 100 percent. The total issue costs are estimated to amount to approximately SEK 2.6 million, of which approximately SEK 1.1 million relates to underwriting compensation.

The exercise of TO 6 B and the directed new share issue means that the number of shares in the Company increases by 234,582,810 B-shares and the share capital increases by approximately SEK 2,708,939, which means a dilution effect of approximately 14.89 percent of the votes and approximately 14.94 percent of the capital. When the newly issued shares from TO 6 B and the directed share issue are registered with the Swedish Companies Registration Office, the total number of shares in CLS will amount to 1,570,341,299, of which 600,000 A shares and 1,569,741,299 B-shares, and the share capital will amount to approximately SEK 18,134,146.

Advisors

In connection with the exercise of warrants of series TO 6 B, Sedermera Corporate Finance AB and Redeye AB are Joint Lead Managers. Markets & Corporate Law Nordic AB is legal advisor and Nordic Issuing AB acts as issuing agent.

For more information about the warrants of series TO 6 B, please contact:

Sedermera Corporate Finance AB

Phone: +46 40 615 14 10

E-mail: cf@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

Website: www.clinicallaser.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.
 

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.

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 07-02-2024 13:20 CET.