Eevia Health Plc plans to arrange a rights issue having maximum amount of approximately SEK 12.1 million to finance its strategic reorientation and turnaround plan

The Board of Directors of Eevia Health Plc ("Eevia" or the "Company") has today decided on its intention to execute a rights issue of shares, with preferential rights for the Company's existing shareholders, having maximum amount of approximately SEK 12.1 before deduction of transaction related costs (the “Rights Issue”). The Rights Issue is subject to the Board of Directors receiving an authorization to issue shares from the extraordinary general meeting to be held on 17 January 2025. The purpose of the Rights Issue is to fund the Company’s strategic reorientation and turnaround plan that was initiated 7 October 2024, approved on 6 November 2024 and re-endorsed on 12 December 2024. The Rights Issue is secured in writing by external investors through top-down underwriting commitments to approximately 27 percent. To finance the Company’s operations until the Rights Issue has been completed, Eevia has entered into a bridge loan agreement of EUR 200,000. Notice for the extraordinary general meeting will be published through a separate press release.

For immediate release, Seinäjoki, Finland 30.12.2024

THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT INTENDED TO BE PUBLISHED, DISCLOSED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, SINGAPORE, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE.

The Rights Issue in summary

• If the Rights Issue is fully subscribed, Eevia will receive approximately SEK 12.1 million before deduction of transaction related costs.
• The Rights Issue is subject to the Board of Directors receiving an authorization to issue shares from the extraordinary general meeting to be held on 17 January 2025.
• The Rights Issue is secured in writing by external investors through top-down underwriting commitments to approximately 27 percent from 100 percent to approximately 73 percent.
• All existing shareholders receive one (1) subscription right for each (1) share held on the record date on 24 January 2025. One (1) subscription right entitles its holder to subscribe for two (2) new shares. The last day of trading in the Company’s shares including the right to receive subscription rights is on 22 January 2025. The first day of trading in the Company’s shares excluding the right to receive subscription rights is on 23 January 2025.
• The subscription price is expected to be SEK 0.09 per share and corresponding subscription price in EUR for shareholders registered in Euroclear Finland to be determined and communicated, based upon the FX rate, on 17 January 2025 at the latest when the Board of Directors is expected to make resolution on the Rights Issue.
• In Sweden the subscription period runs from 28 January 2025 until and including 11 February 2025.
• In Finland the subscription period runs from 29 January 2025 until and including 13 February 2025.
• Trading in subscription rights will commence on Spotlight Stock Market on 28 January 2025 and end on 6 February 2025. Subscription rights that are not used or sold during this period become invalid and lose their value.
• To secure the Company's funding needs until the Rights Issue has been completed, the Company has entered into agreements on a bridge loan of a total of EUR 200,000 on market terms.
• Notice for the extraordinary general meeting will be published through a separate press release.
• No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed by Regulation (EU) 2024/2809 Annex IX (the “Information Document”).

Background and motive

In June 2024, Eevia executed a rights issue with requested maximum gross proceeds of SEK 28.6 million. The rights issue was subscribed to 60.2 percent or SEK 17.2 million, and hence the transaction fell short approximately SEK 11.4 million of the target. Since then, Eevia has worked carefully with cash management and prioritizing the use of proceeds.  

On 7 October 2024, the former Board of Directors of Eevia decided to initiate a comprehensive turnaround planning process with external expert support to facilitate a strategic reorientation towards capturing significant emerging opportunities. The resulting plan was approved by the new Board on November 6th. The plan focuses on launching new health solutions towards gut and related health areas as a primary focus, with a secondary focus on cognitive and eye-health.

The new products will feature scientific substantiation of the positive health effects provided by proprietary higher-margin products. The change will leverage the existing products, Fenoprolic® 70, Feno-Cerasus™, Feno-Vitis™ and Feno-Chaga®, with the products in development, e.g. MaxBIOME™ (a new gut health product) and ProRENIS™ (a new Kidney health product). Eevia is working on non-dilutive funding actions to enable the commercialization of the eye-health product Retinari™. 

The shift in product mix will deflect recent challenging developments in compendial products and enable higher-margin products while allowing for cost reductions and a safer path to profitability.

Soon after the turnaround plan and strategic reorientation of Eevia was approved on 6 November 2024, the Company received a proposal for reverse takeover (RTO) from a US corporation on 10 November 2024, which was followed by the signing of a Letter of Intent on 2 December 2024. The proposal and following discussions and investigation took full attention from the Board and Management of Eevia, meaning the turnaround plan and strategic reorientation was put on hold. After careful consideration and preliminary due diligence efforts, the Board of Directors of Eevia Health Plc decided on 12 December 2024 to immediately abandon the RTO process outlined in the said Letter of Intent. In the judgment of the Board, it was deemed to clearly be in the best interest of Eevia's shareholders, creditors, and the Company itself to abandon this process and pursue its own business plans.

Following the abandonment of the reverse takeover, Eevia put full attention and resources to its new strategic business plan, which the newly elected Board re-endorsed.

The proposed Rights Issue having maximum amount of SEK 12.1 million is intended to provide the Company with sufficient capital to implement the turnaround plan and re-create Eevia towards a high growth and profitable Company.

Use of proceeds

If the Rights Issue is fully subscribed, Eevia will receive approximately SEK 12.1 million, before deduction of transaction related cost amounting to approximately SEK 1.9 million including compensation to underwriters of SEK 0.39 million.

Assuming 100 percent subscription without use of underwriting commitments, the net proceeds from the Rights Issue will primarily be allocated to the following activities:

• Repayment of bridge loan and other debt SEK 3.2 million 
• Working capital SEK 3.9 million
• Equity part in product research and development projects SEK 2.0 million
• Equity part in equipment investments SEK 1.0 million

Terms of the Rights Issue

The Board of Director has today, subject to receiving an authorization from the extraordinary general meeting to be held on 17 January 2025, decided on its intention to execute the Rights Issue, which contains a maximum of 134,111,190 new shares. Eevia’s existing shareholders have preferential rights to subscribe for shares in proportion to their existing shareholdings. The public also has the right to subscribe for shares in the Rights Issue.

One (1) existing share in the Company on the record date 24 January 2025 entitles to one (1) subscription right. One (1) subscription right entitle the holder to subscribe for two (2) new shares in Eevia. The subscription price in the Rights Issue is expected to be SEK 0.09 per new share, and corresponding subscription price in EUR for shareholders registered in Euroclear Finland to be determined and communicated, based upon the FX rate, on 17 January 2025 at the latest.

Subscription of shares shall also be possible without subscription rights. In the event that not all shares offered in the Rights Issue are subscribed with subscription rights, the Board shall, within the framework of the Rights Issue’s maximum amount, decide on the allocation of shares according to the following principles. Allotment shall be made firstly to those who have subscribed for shares by exercise of subscription rights, regardless of whether they were shareholders on the record date or not, and in the event of oversubscription, in relation to the number of subscription rights that each has exercised for subscription of shares, and to the extent that this is not possible, by drawing of lots; Secondly, to those who have only applied for subscription of shares without exercise of subscription rights allocated in ratio to the number of shares subscribed to the total number subscribed without subscription rights, and to the extent that this is not possible, by drawing of lots; Thirdly and lastly, any remaining shares shall be allocated to those who have provided underwriting commitments to subscribe for shares, pro-rata on the basis of their underwriting undertaking and, to the extent that this cannot be done, through drawing of lots.

The subscription period commences on 28 January 2025, in Sweden and on 29 January 2025, in Finland, and is ongoing until 11 February 2025, in Sweden and 13 February 2025, in Finland. Subscription rights that are not exercised during the subscription period become invalid and lose their value. Trading in subscription rights is expected to take place on Spotlight Stock Market from 28 January 2025, until 6 February 2025. Trading in BTA's (paid subscribed shares) is expected to take place on Spotlight Stock Market from 28 January 2025, until the shares subscribed for in the Rights Issue have been registered with the Finnish Trade Register.

Upon fully subscribed Rights Issue the number of shares in Eevia will increase with 134,111,190 new shares from 67,055,595 to 201,166,785. All capital from the Rights Issue will go to unrestricted capital and the share capital will be unchanged since shares in Finland have no nominal value. The maximum dilutive effect for the shareholders who choose not to participate in the Rights Issue amounts to approximately 66.67 percent of the shares and votes (calculated by dividing the maximum number of new shares through the Rights Issue with the total number of shares in the Company after a fully subscribed Rights Issue).  Shareholders who do not participate in the Rights Issue can partially compensate themselves for the financial dilution effect by selling their subscription rights no later than 6 February 2025.

The Finnish shareholders need to transfer their shares to the book-entry system maintained by Euroclear Sweden before record date of the Rights Issue to be able to trade on the subscription rights and the BTA (paid subscribed shares) on Spotlight Stock Market Sweden.

No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed by Regulation (EU) 2024/2809 Annex IX (the “Information Document”).

Extraordinary general meeting

The notice of the extraordinary general meeting, which is scheduled to be held on 17 January 2025, will be published in a separate press release. Upon granted authorization to issue shares by the extraordinary general meeting, the Board of Directors of Eevia will make their formal decision on the Rights Issue after the extraordinary general meeting.

Underwriting commitments

Provided that the extraordinary general meeting grants the Board of Directors in Eevia authorization to resolve on the Rights Issue, certain external investors have, on customary terms and for an underwriting fee of 12 percent of the underwritten amount in cash, entered into top-down underwriting commitments for a total of approximately 27 percent of the Rights Issue, corresponding to approximately SEK 3.2 million. The underwriting commitments are in the form of a top-down underwriting from 100 percent in subscription in the Rights Issue, and down to approximately 73 percent. One investor will provide a bridge loan, and the remaining underwriters are current creditors. Hence, 100 percent of the underwriting commitments are debt to equity conversion in case the underwriting commitments are activated.

The Rights Issue is thus covered by underwriting commitments of approximately SEK 3.2 million, corresponding to 27 percent of the Rights Issue.

Eevia is interested in improving the level of underwriting commitments before the transaction takes place and is in dialogue with further investors that may be added to the guarantee-consortium before the subscription period starts, either as underwriters in tranches under the 100 – 73% tranche or as pre-subscription commitments.

Bridge loan

To secure the Company’s funding needs until the Rights Issue has been completed, the Company has raised a bridge loan of a total of EUR 200,000 from an external investor who also entered underwriting commitment in the Rights Issue. As compensation for the bridge loan, an arrangement fee of 5 percent and a monthly interest rate of 1.0 percent are paid. According to the bridge loan agreements, the loan shall be repaid in connection with the Rights Issue no later than 28 February 2025.

Preliminary timetable for the Rights Issue, all dates occur within 2025

Advisers

Smartius is acting as the Company’s legal advisor on certain aspects of the Rights Issue related to the Finnish law. Aqurat Fondkommission is the issuing agent in Sweden.

For further information, please contact:

Stein Ulve, CEO, Eevia Health Plc

Email: stein.ulve@eeviahealth.com

Telephone: +358 400 22 5967

This information is such that Eevia Health Plc is required to make public in accordance with the EU's Market Abuse Regulation (MAR). The information was made public by the Company's contact person above on 30 December 2024, at 17:35 CET.

Information about Eevia Health Plc

Eevia Health Plc, founded in March 2017, addresses global health challenges with bioactive compounds sustainably extracted from renewable plant materials, with a focus on gut and related health areas, including kidney and urinary health.

Eevia Health is a manufacturer of 100% organically certified plant extracts. The materials are primarily wild harvested from the pristine Finnish and Swedish forests near or above the Arctic Circle. The extracts are sold B2B as ingredients to dietary supplements and food brands globally. These global brands utilize the ingredients in their consumer product formulas.

As a pioneering company Eevia is developing biomaterials that may have dramatic impact on human health. Eevia Health operates a modern green-chemistry production facility in Finland with a short value chain and environmentally friendly carbon footprint. Eevia listed its shares at Spotlight Stock Market in Sweden in June 2021, with the short name (ticker) EEVIA.

To learn more, please visit www.eeviahealth.com or follow Eevia Health on LinkedIn@EeviaHealth.

Important information

This press release does not constitute an offer to acquire, subscribe to, or otherwise trade in shares, subscription rights, paid subscription shares, or other securities in Eevia Health Plc. Investors must subscribe to or acquire securities only based on the information in the Information Document, which will be published before the start of the subscription period for the Rights Issue. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden and Finland. This press release must not be published or distributed, directly or indirectly, to or within Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, the US, or any other jurisdiction where the distribution of this press release is against the law. Similarly, this press release does not constitute an offer to sell new shares, paid subscription shares, subscription rights, or other securities to anyone in a jurisdiction where it is not allowed to make such an offer to such a person, or where such action would require an additional prospectus, registration, or measures other than those required under Swedish law. The Information Document, registration slip, and other documents attributable to the Rights Issue may not be distributed to or within any country where such distribution or Rights Issue requires measures as stated in the preceding sentence, or where this would contravene the law of that country. No shares, subscription rights, paid subscription shares, or other securities have been registered or will be registered pursuant to the 1933 United States Securities Act in its current version (“the Securities Act”) or securities legislation in any state or other jurisdiction of the US, and may not be offered, subscribed to, utilised, pledged, sold, resold, granted, supplied, or otherwise transferred, directly or indirectly, to or within the US, except in accordance with any applicable exemption from or by a transaction that is not covered by the registration requirements of the Securities Act and in accordance with the securities legislation in the relevant state or other jurisdiction of the US.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed by Regulation (EU) 2024/2809 Annex IX (the “Information Document”).

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 development, 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 Spotlight Stock Market.