Inify Laboratories – Commencement of subscription period for Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, NEW ZEALAND, HONG KONG, JAPAN, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Reference is made to the stock exchange announcement made by Inify Laboratories AB (the "Company") on 7 January 2025 regarding the registration of a Norwegian national prospectus (the "Prospectus") and the upcoming launch of a fully guaranteed subsequent repair offering of 3,464,300 new shares in the Company (the "Subsequent Offer Shares"), at an offer price of NOK 4.50 per Subsequent Offer Share (the “Offer Price”), with gross proceeds of NOK 15,589,350 (the "Subsequent Offering").
The subscription period for the Subsequent Offering (the "Subscription Period") commences today, 9 January 2025 at 09:00 (CET) and expires on 23 January 2025 at 16:30 (CET), unless shortened or extended in accordance with the Prospectus.
The Subsequent Offering is, subject to applicable securities law, directed pro-rata towards existing shareholders in the Company as of 13 December 2024 (as registered in Euronext Securities Oslo (the "VPS") or the share register maintained by Euroclear Sweden Ab ("Euroclear"), as applicable, on 17 December 2024 (the "Record Date")), who (i) were not eligible to participate in the private placement of 30,202,366 new shares in the Company, placed on 16 December 2024 (the “Private Placement”), and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action ("Eligible Shareholders").
Eligible Shareholders with shares registered with the VPS as of the Record Date will receive 0.7447 non-transferable subscription rights in the Subsequent Offering for each share held as of the Record Date, rounded down to the nearest whole right. Each subscription right will, subject to applicable laws, give the right to subscribe for, and be allocated one (1) Subsequent Offer Share at the Offer Price. Eligible Shareholders with shares registered with Euroclear as of the Record Date will not receive subscription rights in the VPS, but must instead apply for Subsequent Offer Shares by using a separate subscription form. Over-subscription will not be permitted. Only Eligible Shareholders may participate in the Subsequent Offering. Subsequent Offer Shares that are not subscribed by Eligible Shareholders will be allocated to the guarantors in the Subsequent Offering, in accordance with the allocation principles set out in the Prospectus.
Please see the Prospectus for more information about the Subsequent Offering, including subscription procedures and the complete terms of the Subsequent Offering. Subscriptions may only be made on the basis of the Prospectus. The Prospectus is available at the following website: https://www.sb1markets.no/en/transactions/.
The Prospectus is a national prospectus (Nw.: nasjonalt prospekt) and neither the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) nor any other public authority has carried out any form of review, control or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus pursuant to Regulation (EU) 2017/1129.
The subscription rights must be used to subscribe for Subsequent Offer Shares prior to expiry of the Subscription Period. Subscription rights that are not used to subscribe for Subsequent Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Allocation of the Subsequent Offer Shares is expected to take place on or about 23 January 2025.
The payment date for the Subsequent Offer Shares is on or about 14 February 2025. Subject to timely payment of the Subsequent Offer Shares subscribed for and allocated in the Subsequent Offering, and subject to registration of the capital increase pertaining to the Subsequent Offering with the Swedish Companies Registration Office (Sw.: Bolagsverket), the delivery of the Subsequent Offer Shares is expected to take place on or about 19 February 2025. The Subsequent Offer Shares are expected to commence trading on Euronext Growth Oslo on or about 19 February 2025.
Company update – webinar on 16 January 2025 at 13:00 (CET)
The Company will host a webinar where the Company's CEO, Fredrik Palm, will provide a company update and also answer any questions regarding the Subsequent Offering and the Private Placement. The webinar will be held on 16 January 2025 at 13:00 (CET). For registration, please send an e-mail to corporateaccess@sb1markets.no.
Advisors
SpareBank 1 Markets AS has been appointed as financial advisor in connection with the Subsequent Offering. Schjødt law firm acts as legal counsel to the Company.
For further information, please contact CEO, Fredrik Palm, fredrik.palm@inify.com, or visit https://www.inify.com
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The future of pathology
Inify Laboratories provides cancer diagnostics through ultramodern laboratory services within pathology. It uses a fully digital, standardized and AI -supported workflow to optimize quality and response times, initially within prostate. The concept is scalable and can be extended to other diagnoses.
The service includes the whole chain of sample handling: from logistics, to sample preparation, to reporting by a pathologist. The report is assisted by our own AI, proven in clinical studies to have world-leading accuracy. The complete workflow is supported by a tailor-made process control system.
The company, based in Sweden, became independent in 2022 through a spin-off from ContextVision (https://www.contextvision.com/), with 40 years of experience within digital imaging for medical applications. It is listed on Euronext Growth Oslo under the ticker INIFY.
This information is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in the Subsequent Offering will only be made through the Prospectus.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in new shares. Any investment decision in connection with the Subsequent Offering must be made on the basis of the information included in the Prospectus. Such information has not been independently verified by SpareBank 1 Markets. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. SpareBank 1 Markets is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute a recommendation concerning any investor's option with respect to the Subsequent Offering. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
The information contained in this press release is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, United Kingdom or any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Norwegian law. The information in the press release does not constitute any offer regarding subscription rights, paid subscribed shares or shares in the Company ("Securities") to any person in said jurisdictions. The information in the press release may not be forwarded or reproduced in such a manner that contravenes such restrictions or gives cause to such requirements.
No securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, used, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
Within the European Economic Area ("EEA"), no public offering of Securities is made in other countries than Sweden or Norway. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release may contain forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company's operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. Any forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly 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.