The subscription period in Clinical Laserthermia Systems AB’s (publ) rights issue begins today

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Lund, Sweden – Today, 23 August 2022, is the first day of the subscription period in Clinical Laserthermia Systems AB’s (publ), (”CLS” or the “Company”) issue of units, with preferential right for existing shareholders (the “Rights Issue”). The public is also invited to subscribe for shares in the Rights Issue. The subscription period runs until, and including, 6 September 2022. The Rights Issue can, if fully subscribed, provide the Company an initial maximum amount of approx. SEK 69.3 million before deduction of transaction related costs, followed by a further maximum amount of approx. SEK 35 million before deduction of transaction related costs referring to full exercise of attached warrants of series TO 5 B at the highest strike price. The initial part of the Rights Issue is covered up to 80 percent by subscription and underwriting commitments. The prospectus, a summary teaser and subscription forms are available on the website of the Company (www.clinicallaser.se), Sedermera Corporate Finance AB (www.sedermera.se) and Nordic Issuing AB (www.nordic-issuing-se). In addition, it is possible to subscribe for units digitally through Nordic Issuing AB’s website.

Background and motive in summary

In 2022, CLS has entered an extended commercial phase with the launch of the Company's second generation of TRANBERG® treatment system on the urology markets in Europe and the USA with a commercial focus on the treatment of localized prostate cancer with focal therapy. With a planned market approval for the Company's MRI-based treatment system in the USA, the Company intends to expand the launch on the urology market in 2023. In parallel with the commercialization, CLS intends to continue the work of producing supporting clinical evidence for ablation in all indication areas. The Company also aims to enter into further agreements with commercial partners for continued expansion of sales and distribution in Europe, the USA, and the Asia-Pacific region in the coming period.

In order to provide additional working capital to improve the Company's financial flexibility, strengthen the balance sheet and continue to support the commercial launch and market establishment of the new generation of TRANBERG® products at the desired pace, the Board of Directors resolved on 10 August 2022, with support from the authorization at the Annual General Meeting, to carry out a rights issue of units. The main intention is to use the proceeds from the Rights Issue, including the exercise of warrants of series TO 5 B, to continue to support the ongoing market establishment and commercial launch of the new generation of TRANBERG® products in the USA, Europe and the Asia-Pacific region, principally within the urology and neurosurgery market segments. The Company also intends to increase its investment in further clinical collaborations to effectively support its launch and commercialization work and to improve the Company’s financial flexibility and capital structure with reduced borrowing costs through the repayment of loans. With a fully subscribed rights issue, and with the full exercise of attached warrants at the highest strike price in February 2023, it is the Board of Directors assessment that CLS will be able to make immediate capital structure improvements and that no further capital need will arise until autumn 2023 at the earliest.

For complete information, please refer to the prospectus relating to the Rights Issue. The prospectus, including complete terms and conditions, a summary teaser and subscription forms (in Swedish and English) are available on the website of the Company (https://clinicallaser.se/investor-relations/corporate-governance/transactions-and-prospectuses/), Sedermera Corporate Finance AB (www.sedermera.se) and Nordic Issuing AB (www.nordic-issuing.se). In addition, it is possible to subscribe for units digitally through Nordic Issuing AB’s website.

Timetable for the Rights Issue

• Last day of trading in shares including the right to participate in the Rights Issue: 16 August 2022
• First day of trading in shares excluding the right to participate in the Rights Issue: 17 August 2022
• Record date for participation in the Rights Issue: 18 August 2022
• Trading in unit rights: 23 August – 1 September 2022
• Subscription period: 23 August – 6 September 2022
• Publication of final outcome in the Rights Issue: Around 9 September 2022
• Trading in BTU (paid subscribed unit): From 23 August 2022 until the Rights Issue has been registered with the Swedish Companies Registration Office, estimated around 28 September 2022.

The offer in brief

• Subscription price: SEK 2.00 per unit, corresponding to SEK 1.00 per B-share.
• Issue volume: The offer comprises a maximum of 34,653,275 units, which corresponds to 69,306,550 B-shares and 34,653,275 warrants of series TO 5 B. The Company can, if fully subscribed, be provided an initial maximum amount of approximately SEK 69.3 million before deduction of transaction related costs. Through the exercise of warrants of series TO 5 B, the Company can be provided an additional maximum amount of approximately SEK 35 million in February 2023 provided full exercise at the highest strike price.
• Preferential right for subscription: For each share, regardless of share class, held on the record date of 18 August 2022, one (1) unit right will be received. Two (2) unit rights entitle the holder to subscribe for one (1) unit. Each unit consists of two (2) B-shares and one (1) warrant of series TO 5 B.
• Subscription and payment: Subscription with the support of unit rights will take place during the subscription period in accordance with “Terms for the offer” in the prospectus. Please note that the unit rights that the shareholder does not intend to use must be sold no later 1 September 2022 to not expire without value.
• Number of shares before the Rights Issue: 69,306,551 shares, of which 600,000 A-shares and 68,706,551 B-shares.
• Dilution: For the existing shareholders who choose not to use their unit rights to subscribe for units will be subject to a dilution effect of a maximum of approximately 48.13 percent of the votes and 50.00 percent of the capital through the initial part of the Right Issue. Upon full exercise of the warrants of series TO 5 B, the dilution amounts to an additional approximately 19.40 percent of the votes and 20.00 percent of the capital.
• Pre-subscription- and underwriting commitments: The initial part of the Rights Issue is covered up to 80 percent (corresponding to approximately SEK 55.4 million) by pre-subscription- and underwriting commitments from Board members, senior executives and external institutional investors as well as other professional investors.
• Marketplace: Nasdaq First North Growth Market.

Summary terms for warrants of series TO 5 B

The subscription price in the following warrant exercise of series TO 5 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) warrant of series TO 5 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 may not exceed SEK 1.00 per new B-share and must not fall below the share's quota value. The exercise period for warrants of series TO 5 B runs from 14 February 2023 until and including 28 February 2023. Provided a fully subscribed Rights Issue and full utilization of warrants of series TO 5 B, the utilization means a further dilution of approximately 19.4 percent of the votes and approximately 20 percent of the capital. Warrants of series TO 5 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 24 February 2023.

Advisors

In connection with the Rights Issue, CLS has assigned Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent. Shark Communication AB has assisted the Company with advice regarding communication.

For more information about the Rights Issue, please contact:

Sedermera Corporate Finance AB

Phone: +46 40 615 14 10

E-mail: cf@sedermera.se

www.sedermera.se

For more information about CLS, please contact:

Dan J Mogren, CEO

Phone: +46 (0) 70-590 11 40

E-mail: dan.mogren@clinicallaser.com

www.clinicallaser.se

Certified Adviser

FNCA Sweden AB

Phone: +46 8 528 00 399

E-mail: info@fnca.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 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 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