Bulletin from the Extraordinary General Meeting of Diagonal Bio AB on 17 January 2025
Today, January 17, 2025, an Extraordinary General Meeting was held in Diagonal Bio AB. A summary of the adopted resolutions follows below.
Resolution on reduction of the share capital for allocation to non-restricted equity
The general meeting resolved, in accordance with the board of directors' proposal, to reduce the company's share capital by a maximum of SEK 7,659,877.37 for allocation to non-restricted equity and without cancellation of shares. The effect of the resolution on a reduction of the share capital is that the share capital and restricted equity will be reduced by a maximum of SEK 7,659,877.37, whereby the quota value of the share will decrease from approximately SEK 0.0099 to a minimum of approximately SEK 0.0034. The decision to reduce the company's share capital may be carried out without permission from the Swedish Companies Registration Office or a general court as the company will simultaneously carry out a directed issue of units and a rights issue of units (together the "Unit Issues"), which means that neither the company's restricted equity nor share capital will be reduced in total. The maximum reduction amount is in accordance with the maximum share capital impact of the Unit Issues, and the board of directors shall determine the final reduction amount after taking into account the outcome of the Unit Issues.
Resolution on approval of the board of directors' resolution on a directed issue of units
The general meeting resolved, in accordance with the board of directors' proposal, to approve the board of directors' resolution of 23 December 2024 to carry out a directed issue of a maximum of 9,255,554 units to Redén Trotting AB and Svea Bank AB. Through the directed issue of units, the company will receive proceeds of approximately SEK 1.7 million before issue costs.
Each unit consists of eighteen (18) shares and eight (8) warrants series TO 2. In total, the issue comprises a maximum of 166,599,972 shares and a maximum of 74,044,432 warrants series TO 2. The issue price for each unit shall be SEK 0.18, which corresponds to a subscription price per share of SEK 0.01. The warrants are issued free of charge. One (1) warrant series TO 2 entitles the holder to subscribe for one (1) new share in the company against cash payment of SEK 0.01 per share, during the period from and including 4 June 2025 up to and including 18 June 2025.
Upon full subscription of all shares issued in the unit issue, the share capital will increase by a maximum of SEK 1,662,346.08 (notwithstanding the reduction of the share capital for allocation to non-restricted equity resolved by the general meeting). Upon full exercise of all warrants series TO 2 issued in the unit issue, the share capital will increase by a maximum of SEK 738,820.48 (notwithstanding the reduction of the share capital for allocation to non-restricted equity resolved by the general meeting).
Resolution on approval of the board of directors' resolution on a rights issue of units
The general meeting resolved, in accordance with the board of directors' proposal, to approve the board of directors' resolution of 23 December 2024 on a rights issue of units (the "Rights Issue"). Upon full subscription in the Rights Issue, the company will initially receive approximately SEK 6 million before issue costs. In accordance with what was announced on 23 December 2024, the terms and conditions for the Rights Issue adopted by the board of directors entail that each share in the company held on the record date for participation in the Rights Issue, 21 January 2025, entitles to one (1) unit right and that twelve (12) unit rights entitle to subscription of one (1) unit at a subscription price of SEK 0.18 per unit, corresponding to a subscription price of SEK 0.01 per share. The warrants are issued free of charge. Each unit consists of eighteen (18) shares and eight (8) warrants series TO 2. In total, the Rights Issue comprises a maximum of 33,392,851 units, which means that a maximum of 601,071,318 shares and a maximum of 267,142,808 warrants series TO 2 will be issued. The subscription period in the Rights Issue runs during the period from and including 23 January 2025 up to and including 6 February 2025.
One (1) warrant series TO 2 entitles the holder to subscribe for one (1) new share in the company against cash payment of SEK 0.01 per share, during the period from and including 4 June 2025 up to and including 18 June 2025.
Upon full subscription of all shares issued in the Rights Issue, the share capital will increase by SEK 5,997,531.29 (notwithstanding the reduction of the share capital for allocation to non-restricted equity resolved by the general meeting), and upon full exercise of all warrants series TO 2, the share capital will increase by an additional maximum of SEK 2,665,569.47 (notwithstanding the reduction of the share capital for allocation to non-restricted equity resolved by the general meeting).
Resolution on authorization for the board of directors to resolve on the issue of shares and warrants
The general meeting resolved, in accordance with the board of directors' proposal, in order to enable the issue of units consisting of shares and warrants as guarantee remuneration to those who have entered into guarantee undertakings (the "Guarantors") to secure the Rights Issue, to authorize the board of directors for the period until the next Annual General Meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions regarding set-off or other conditions, resolve on the issue of shares and warrants to the Guarantors.
Upon exercise of the authorization, the terms and conditions for units shall be the same as in the Rights Issue, meaning that each unit shall consist of eighteen (18) shares and eight (8) warrants series TO 2. Upon exercise of the authorization, the subscription price per unit shall be the same as in the Rights Issue.
The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out the issue of units as guarantee compensation to the Guarantors. The number of shares and warrants that may be issued pursuant to the authorization may in total not exceed the total number of shares and warrants corresponding to the agreed guarantee fee that the company has to pay to the Guarantors.
Lund, 17 January 2025
Diagonal Bio AB
This information was submitted for publication, through the agency of the contact person set out below, at [13.45] CET on 17 January 2025.
For further information:
Karin Wehlin, CEO
Phone: +46 703 052 488
Email: kw@diagonalbio.com
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
Email: ca@skmg.se
About Diagonal Bio
Diagonal Bio AB was founded in 2020 and is a Swedish biotechnology company with headquarters and offices in Lund. The Company develops the PANVIRAL® platform to detect and diagnose small sections of pathogen genomes, for example viruses, bacteria and fungi. The Company was founded with the goal of reducing human suffering by revolutionizing global diagnostics of pathogen-borne diseases with proprietary technology. Diagonal Bio's patented technology can also be used for the less regulated market segments via LAMPlify®.