CLS - Exercise period for TO3 subscription warrants has now started
Clinical Laserthermia Systems AB (publ) (“CLS” or the “Company”) carried out a rights issue of units (the “Rights Issue”) and a directed issue of units (the “Directed Issue”) in April 2021. The units issued in the Rights Issue and the Directed Share Issue consisted of shares and subscription warrants from the TO3 (the “Subscription Warrants”) and TO4 series. The exercise period for the TO3 subscription warrants started, April 11, 2022, and runs until April 25, 2022. One subscription warrant entitles the holder to subscribe for one (1) new class B share in CLS. The subscription price per share subscribed for through the exercise of the subscription warrants has, in accordance with the terms and conditions of the subscription warrants, been set at SEK 3.50. In the case of full exercising of all the subscription warrants, CLS will receive approximately SEK 35.6 million before issue costs.
Comment from Dan J. Mogren, Acting CEO, CLS
“Since the capital injection last year, CLS has continued to deliver on the milestones we have defined for the business and which we consider to be critical for the company’s continued market establishment and growth. Over the past six months, we have signed additional clinical study agreements with leading university hospitals and prominent clinics. We have also submitted an application for market approval to the US FDA for our TRANBERG system with Thermoguide Workstation, and its use for MR image-guided NeuroLITT treatment of tumors and epileptic foci in the brain, and are currently working hard to launch our new generation of TRANBERG products in Europe and the US in urology. We are very pleased about having your continued trust and commitment regarding the establishment of CLS as a global provider of devices for minimally invasive laser treatment of severe tumor and other functional diseases.” – Dan J. Mogren, Acting CEO
Summary of instructions and important dates
Subscription warrant holders who wish to exercise these to subscribe for shares must provide notification of this in good time before April 25, 2022. Subscription warrants not exercised by then will expire without any value. Holders who do not wish to exercise their subscription warrants may sell them. Trading in the subscription warrants will end on April 21, 2022.
Detailed information and instructions for subscribing
Exercising of trustee-registered subscription warrants
Holders who have their holdings of subscription warrants registered with a trustee (holdings in a share deposit account, an ISK investment account or an endowment insurance) must notify the exercising of the subscription warrants by contacting the trustee and following the trustee’s instructions regarding subscription and payment. This should be done well in advance of April 25, 2022 as different trustees have different processing times.
Exercising of directly-registered subscription warrants
Holders who have their subscription warrants registered directly (holdings in a securities (VP) account) notify the exercising of subscription warrants by completing and submitting the exercise notification form, so that the notification form is received by the issuing institution Aqurat Fondkommission by no later than April 25, 2022.
The notification form is available on the respective websites of the Company, the issuing institution and Redeye AB (www.clinicallaser.com, www.aqurat.se, www.redeye.se). Please note that payment for the new shares must be received by Aqurat Fondkommission by no later than April 25, 2022 in accordance with the instructions on the notification form.
Trading with TO3
Holders who do not wish to exercise their subscription warrants have the option to sell them on the Nasdaq First North Growth Market. The subscription warrants can be traded until April 21, 2022 under the short name CLS TO 3 B and with ISIN SE0015812243. Subscription warrants not exercised by April 25, 2022 or sold by April 21, 2022 will expire without any value.
Outcome and delivery of new shares
The outcome of the exercising of the subscription warrants will be announced in a press release on or around April 28, 2022. Subscribed and paid shares might be registered in the subscriber’s securities account as interim shares until registration of the issue at the Swedish Companies Registration Office has been completed, at which time the interim shares will automatically be converted into ordinary class B shares in CLS.
Number of subscription warrants and possible proceeds from the exercising
There are 10,182,405 subscription warrants. If all the subscription warrants from the TO3 series are exercised, CLS will receive approximately SEK 35.6 million before issue costs. In the case of full exercising of all the issued subscription warrants from the TO3 series, the number of shares in CLS will increase by 10,182,405 class B shares to a total of 76,004,715 shares, of which 600,000 will be class A shares and 75,404,715 will be class B shares, and the share capital will increase by approximately SEK 941,872.47 to approximately SEK 7,030,436.18. This will result in a dilution of approximately 13 percent based on the number of shares in CLS following full exercising of all the subscription warrants.
Complete terms and conditions for the subscription warrants
The complete terms and conditions for the subscription warrants are available on the Company’s website and in the prospectus prepared by the Board of Directors for CLS at the time of the Rights Issue in 2021. The prospectus is available on the respective websites of the Company, the issuing institution and Redeye. It is also available on Swedish Financial Supervisory Authority’s website at www.fi.se.
Investor presentations
CLS will make a presentation at the Redeye Investor Forum on April 21, 2022. Information about the event is available on the Redeye website. Additional investor presentations may be organized during the exercise period. Invitations to these will be published on the respective websites of CLS and Redeye.
Subscription warrants from the TO4 series
The units issued in the Rights Issue and the Directed Share Issue consisted of shares and subscription warrants from the TO3 and TO4 series. It will be possible to exercise the subscription warrants from the TO4 series to subscribe for new class B shares during the period April 11, 2023 – April 25, 2023, with one (1) subscription warrant from the TO4 series entitling the holder to subscribe for one (1) new class B share in the Company at an exercise price corresponding to 70 per cent of the volume weighted average price of the Company’s class B share on Nasdaq First North during a period of ten (10) trading days immediately preceding April 6, 2023, but not less than SEK 4.20 and not more than SEK 7.00 per share.
Advisor
Redeye AB is acting as the financial advisor and Aqurat Fondkommission AB is acting as the issuing institution for the transaction.
For further information, please contact:
Dan J. Mogren, Acting CEO Clinical Laserthermia Systems AB (publ)
Tel: +46 (0)705 90 11 40
Email: dan.mogren@clinicallaser.com
About CLS and TRANBERG system
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 immunostimulating ablation with potential abscopal effect. 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