Monivent confirms that the communicated rights issue is 100% secured

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Monivent confirms that the rights issue of approximately 13 MSEK that was decided and communicated on Monday (January 20) has been fully secured by offsetting commitments of bridge loans, subscription commitments and guarantees. This means that the net proceeds to the company, after offsetting the convertible loan agreement including interest and after deductions for transaction costs, will amount to approximately SEK 6.5 million. In addition to expected sales, the net proceeds will finance most of 2025. A very significant aspect of the rights issue is that agreements for the top guarantee totaling approximately SEK 5.2 million have been entered into with new long-term investors.

Conversion of the bridge loan that was communicated on October 9, 2024, including interest, constitutes approximately SEK 5.8 million or approximately 45% of the upcoming rights issue. Conversion of the bridge loan in the rights issue has been called for and all lenders have confirmed that they will subscribe for shares in accordance with their commitment. Subscription commitments of approximately SEK 0.3 million are in place and in addition the Company has procured a bottom guarantee of approximately SEK 1.65 million and a top guarantee of approximately SEK 5.19 million. Subscription commitments and guarantee commitments together make up 55% of the rights issue volume, which means that the rights issue is covered to 100% by entered commitments and thus considered to be 100% secured.

CEO Maria Lindqvist comments
"Monivent has taken great steps forward recently. The global distribution agreement with Dräger gives us a completely new position to achieve commercial success with our products. Securing the capital in the planned rights issue allows us to fulfill our commitments in the agreement and enables the introduction of Neo100 into Dräger's global sales organization. Therefore, it is very pleasing that, without a discount to the current share price, we have been able to secure the entire volume of the rights issue and that a large part consists of a top guarantee from a number of new long-term investors who see the potential in Monivent” says Maria Lindqvist, CEO of Monivent.

Summary of the Rights Issue

• The subscription price in the fully secured preferential rights issue has been set at SEK 0.30 per share. No commission is charged.
• Each existing share in the Company on the record date of January 27, 2025, entitles to (1) subscription right. Three (3) subscription rights entitle to subscribe for four (4) shares. A maximum of 43,014,002 new shares may be issued within the framework of the preferential rights issue.
• Investors are offered the opportunity to register for subscription of shares without the support of subscription rights.
• The subscription period in the preferential rights issue runs from January 29, 2025, to February 12, 2025.
• The rights issue is covered to 100% by offsetting commitments of bridge loans, subscription commitments and guarantees, which means that Monivent will receive issue proceeds of approximately SEK 13 million before deduction of transaction costs of approximately 0.6 MSEK and before offset of the convertible loan agreement including interest of a total maximum of approximately SEK 5.8 million. Compensation to guarantors will be paid in new shares in the company to a value equivalent to 20% of the guaranteed amount.
• The net proceeds from the Rights Issue of approximately SEK 6,5 million are intended to be used to complete ongoing regulatory processes (FDA and MDR) and implement a number of minor product adaptations and production changes with the aim of optimizing the product's commercial potential in a global market together with Dräger. Once these milestones have been achieved, Dräger can commence the launch and roll-out of Neo100 in its sales organization.

Indicative timeline for the transaction

Advisors
Aqurat Fondkommission AB acts as the issuing institution and Fredersen Advokatbyrå AB acts as legal advisor to Monivent in connection with the preferential rights issue. SCHMIDT Corporate Finance has been engaged by Monivent as the financial advisor for the procurement of the guarantee consortium.

For more information, please contact:
Maria Lindqvist, CEO
Phone: +46 70 748 01 30
E-mail: maria@monivent.se
Web: www.monivent.se

Monivent AB (”Monivent”) develops, manufactures and sells medical devices in order to improve the emergency care provided to newborns in need of respiratory support at birth. About three to six percent of all newborns end up in this critical situation and healthcare professionals today lack good tools to determine how effective this manual ventilation is. Monivent has developed equipment that measure the airflow to the child directly in the face mask via a sensor module that sends data wirelessly to an external monitor. The caregiver thereby receives immediate feedback, which enables necessary adjustments to support an effective but at the same time gentle treatment. The company is also marketing a product for simulation-based training on manikins, building on the same technology as the clinical product. The clinical product, Monivent Neo100, is not available for sale in the United States.

Important Information
The information in this press release neither contains nor constitutes an offer to acquire, subscribe for, or otherwise trade in shares, warrants, or other securities in Monivent. No action has been taken, and no action will be taken, to permit an offer to the public in any jurisdictions other than Sweden. The invitation to affected persons to subscribe for shares in Monivent is made solely through the Information Document that will be published by the Company before the subscription period begins on the Company's website www.monivent.se. The Information Document does not constitute a prospectus as defined in the provisions of the European Parliament and Council Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has neither been reviewed nor approved by the Financial Supervisory Authority. The offer in the Information Document is exempt from the prospectus requirement in accordance with Article 1.4 db of the Prospectus Regulation and, therefore, the Information Document is prepared in accordance with Annex IX to the Prospectus Regulation. This press release is not a prospectus within the meaning of the Prospectus Regulation and, therefore, neither identifies nor purports to identify risks (direct or indirect) associated with an investment in shares, warrants, or other securities in Monivent. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be made solely based on the information in the Information Document. Therefore, it is recommended that an investor reads the entire Information Document.

The information in this press release may not be disclosed, published, or distributed, directly or indirectly, within or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such action would be illegal, subject to legal restrictions, or require actions other than those following Swedish law. Actions in violation of this instruction may constitute a breach of applicable securities laws. No shares, warrants, or other securities in Monivent have been registered, and no shares, warrants, or other securities will be registered, under the United States Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and may not be offered, sold, or otherwise transferred, directly or indirectly, in or to the United States, except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.

Within the European Economic Area (the "EEA"), no offer of shares, warrants, or other securities (the "Securities") is made to the public in any country other than Sweden. In other member states of the European Union (the "EU"), such an offer of Securities may only be made in accordance with an exemption in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with an exemption in the Prospectus Regulation and in accordance with each relevant implementing measure. In other countries in the EEA that have not implemented the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with an applicable exemption in national law.

In the United Kingdom, this document and any other material relating to the securities mentioned herein are distributed and directed only to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in the UK version of Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) 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 UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) "high net worth entities" etc. as referred to in Article 49(2)(a)-(d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be directed under the Order (all such persons together being referred to as "relevant persons"). An investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this document and should not act or rely on it.

The Company assesses that it conducts protected activities under the Act (2023:560) on the review of foreign direct investments (the "FDI Act"). In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the regulation and that the investment may be subject to notification. If an investment is subject to notification, it must be notified to the Inspectorate for Strategic Products (ISP) before it is carried out. Each investor should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual investor.

This press release may contain certain forward-looking information reflecting the Company's current view of future events and financial and operational developments. Words such as "intends," "assesses," "expects," "may," "plans," "believes," "estimates," and other expressions indicating or predicting future developments or trends, and which are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future results or developments, and actual outcomes may differ materially from what is expressed in forward-looking information.