Qlife carries out a rights issue of approximately SEK 11.8 million and enters into an agreement for a credit facility of SEK 5.6 million

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Today, the Board of Directors in Qlife Holding AB (“Qlife” or the “Company”) has, with the authorisation granted from the annual general meeting held on 26 June 2024, resolved to carry out an issue of 5,883,817 shares with preferential rights for the Company’s existing shareholders (the “Rights Issue”). Provided that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 11.8 million before deduction of issue costs. The Company has received bottom guarantee commitments (“Bottom guarantee”), and free of charge top-down-guarantee commitments (“Top-down-guarantee”) totalling of approximately SEK 8.9 million, corresponding to approximately 75.9 percent of the Rights Issue. The Top-down-guarantee commitments have been provided free of charge by suppliers, employees, and members of the Board of Directors. The following Board members have provided Top-down-guarantee commitments: Lars Staal Wegner, Mikael Persson, and Lars Bangsgaard. Additionally, the Company has today entered into an agreement regarding a credit facility with JEQ Capital AB (the “Lender”) of up to SEK 5.6 million (the “Credit Facility”). The proceeds from the Rights Issue and potential disbursed amounts under the Credit Facility will primarily finance commercialization, clinical trials and general administration. Due to the Rights Issue, the Board of Directors has decided to bring forward the publication of the year-end report for the financial year 2024 to 6 February 2025.

Summary of the Rights Issue

The Rights Issue is carried out on the following main terms:

• Existing shareholders will receive five (5) subscription rights for each share held on the record date on 7 February 2025. Six (6) subscription rights entitle the holder to subscribe for one (1) share in the Company.

• The Rights Issue comprises a maximum of 5,883,817 shares. Upon full subscription in the Rights Issue, Qlife will initially receive approximately SEK 11.8 million before deduction of issue costs.

• The last day of trading in Qlife’s share including the right to receive subscription rights in the Rights Issue is 5 February 2025. The shares are traded excluding the right to receive subscription rights in the Rights issue from 6 February 2025.

• The subscription price in the Rights Issue is SEK 2 per share.

• The subscription period in the Rights Issue runs from and including 11 February 2025 to and including 25 February 2025.

• The Rights Issue is covered by guarantee commitments of approximately 75,9 percent. The guarantee commitments consist partly of a so-called Top-down-guarantee and partly of a so-called Bottom guarantee.

• The complete terms and conditions for the Rights Issue, including additional information about the Company, will be made available in an information memorandum that is expected to be published around 10 February 2025 (the “Memorandum”).

Background and reason

Qlife is on the verge of commercialization, with the Egoo Phe system already sold in seven countries in RuO format. Additionally, the jointly developed women’s health product is ready for sale and expected to generate revenue in the second quarter of 2025, followed by a significant ramp-up in the fourth quarter of the same year. Qlife has transformed from an R&D-focused company into a sales-driven organization, supported by a revised business model that emphasizes partnerships and collaborations to ensure cost efficiency, flexibility, and a fast track to revenue generation.

Qlife is operating at full capacity, conducting a clinical study in the UK and a comparison study in Denmark for the Egoo Phe system. Upon completion of these studies, Qlife will submit a comprehensive technical file under IVDR EU regulations to obtain CE marking for the EU market, as well as regulatory approval in the UK. Full-scale sales in both markets are expected to follow. Qlife’s strategic partner, Hipro Biotechnology, is conducting a clinical study for the CRP test in China, with completion anticipated in the first half of 2025, followed by preparations for regulatory filings. The technical data package generated for submissions in China is expected to support filings in the EU, UK, USA, and other global markets, providing significant cost savings by eliminating the need for additional clinical studies in these regions. Full regulatory approval, combined with the complete production setup for all Egoo Health products in China, will enable large-scale sales in China, followed by expansion into other key markets.

As part of the Company’s strategy to leverage partnerships, Qlife has established a successful collaboration with Hipro Biotechnology, resulting in an accelerated path to product launches, increased revenue, and cost reductions. Additionally, Qlife recently signed a letter of intent (LOI) with a Fortune 500 company to explore potential commercial collaboration. The Company is also in ongoing discussions with other potential partners, highlighting the growing interest in the Egoo Health product line.

The Company is at a pivotal stage, focusing on scaling up sales, securing regulatory approvals for upcoming products, and strengthening strategic partnerships. Qlife sees this as an opportune moment to raise capital and capitalize on the growth opportunities at hand. In light of this, the Company has decided to resolve on the Rights Issue.

Use of proceeds

Upon full subscription in the Rights Issue, the Company will receive initial proceeds of approximately SEK 11.8 million before deduction of issue costs of approximately SEK 2.7 million.

The net proceeds of approximately SEK 9.1 million are planned to be allocated as follows:

• Approximately 70 percent will be used for Commercialization

• Approximately 20 percent will be used for General administration

• Approximately 10 percent will be used for Regulatory approvals

Although the above order of priority is the one that the Company considers to be the most correct, it is possible that some reprioritisation between the listed items may become relevant.

“The Company has made remarkable progress recently, and we are starting to see the clear benefits of our partnership with Hipro Biotechnology. With the growing sales of the Egoo Phe system and the launch of our new product line, I am more optimistic than ever. This transformation highlights our shift from being an R&D-focused company to a sales-driven organization. With this transaction, we have secured the necessary financing for at least a year. This funding will allow us to concentrate on executing our sales and marketing strategies for the advanced Egoo Health products, building strategic partnerships, and establishing ourselves as a self-sustaining and profitable company.” – Says Thomas Warthoe, CEO

Terms and conditions of the Rights Issue

The Board of Directors of the Company has today, with the authorisation granted from the annual general meeting held on 26 June 2024, resolved to carry out the Rights Issue. The Rights Issue comprises a maximum of 5,883,817 shares. Upon full subscription in the Rights Issue, Qlife will receive approximately SEK 11.8 million before deduction of issue costs.

Anyone who, on the record date 7 February 2025, is listed in the share register maintained by Euroclear Sweden AB, has preferential rights to subscribe for shares in the Rights Issue in relation to previous holdings of shares. One (1) existing share in Qlife entitles to five (5) subscription rights. Six (6) Subscription rights entitle the holder to subscribe for one (1) new share in the Company. The subscription price in the Rights Issue is SEK 2 per share.

If not all shares are subscribed with the support of subscription rights, the allocation of the remaining shares within the framework of the Rights Issue's maximum amount shall take place: primarily to those who have subscribed for shares with the support of subscription rights (regardless of whether they were shareholders on the record date or not) and who have registered an interest in subscription of shares without the support of subscription rights and in the event that allocation to these cannot take place in full, allocation must be made pro rata in relation to the number of subscription rights that each of those who have declared an interest in subscribing for shares without the support of subscription rights used for subscription of shares; secondarily to others who subscribed for shares in the Rights Issue without the support of subscription rights and in the event that allocation to these cannot take place in full, allocation must be made pro rata in relation to the total number of shares for which the subscriber has registered for subscription; and thirdly to those who have submitted guarantee commitments regarding the subscription of shares, in proportion to such guarantee commitments. To the extent that allocation in any stage according to above cannot be done pro rata, allocation shall occur by drawing lots.

Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 11 February 2025 to and including 19 February 2025 and trading in BTA (paid subscribed share) will take place on Nasdaq First North Growth Market from and including 11 February 2025 until the Rights Issue is registered with the Swedish Companies Registration Office.

Guarantee commitments

In connection with the Rights Issue, the Company has entered into agreements for guarantee commitments amounting to approximately SEK 8.9 million, corresponding to approximately 75.9 percent of the Rights Issue. The guarantee is divided into a so-called Bottom guarantee and a so-called Top-down-guarantee. Compensation for the Bottom guarantee is set at 15 percent in cash or 20 percent in newly issued shares in the Company. The Top-down-guarantee commitments have been provided free of charge by suppliers, employees, and members of the Board of Directors. The following Board members have provided Top-down-guarantee commitments: Lars Staal Wegner, Mikael Persson, and Lars Bangsgaard. The Bottom guarantee commitments in the Rights Issue amount to approximately SEK 7.1 million, equivalent to approximately 60 percent of the Rights Issue. The Top-down-guarantee commitments amount to approximately SEK 1.9 million, corresponding to approximately 15.9 percent of the Rights Issue. Underwriters in the Bottom guarantee are not liable for the commitments undertaken by underwriters in the Top-down-guarantee, and vice versa.

Apart from the Top-down-guarantee commitments of approximately SEK 1.9 million, which are intended to be fulfilled through set-offs of outstanding claims, the entered guarantee commitments are not secured through pre-arranged transactions, bank guarantees, escrow funds, pledges, or similar arrangements. Consequently, there is a risk that one or more parties may fail to fulfil their respective commitments.

In the event that guarantee compensation is paid in newly issued shares, these will be issued at a subscription price corresponding to the subscription price per share in the Rights Issue. The Board of Directors will decide on a directed issue of shares to the guarantors who choose the option of receiving compensation in the form of shares, based on the same authorization used for the Rights Issue. A maximum of 706,058 shares may be issued in total, which means that the share capital may increase by a maximum of SEK 112,969.28. The compensation has been determined following arm's-length negotiations with potential guarantors and is considered to reflect prevailing market conditions. No compensation is paid for Top-down-guarantee commitments.

Credit Facility

The Company has today entered into an agreement regarding a Credit Facility of up to SEK 5.6 million. The Credit Facility will be disbursed no earlier than 30 June 2025 and amounts to a maximum of SEK 5.6 million. The loan has a set-up fee of 7.5 percent and disbursed amounts under the Credit Facility will carry an interest rate of 1.5 percent for each commenced thirty-day period. As part of the compensation, the Lender will receive 1,250,000 warrants of series TO7 (see more below). The Lender has the right, but not the obligation, to refrain from disbursing the loan if, at the time of the drawdown, the amount to be disbursed exceeds 20 percent of the borrower's then-current market value. Disbursed amounts under the Credit Facility will fall due 31 March 2026.

The Lender has the right to convert disbursed amounts under the Credit Facility at a subscription price corresponding to SEK 3. The Board of Directors has ensured the marketability of the subscription price and the other terms and conditions in consultation with financial advisors based on the prevailing market conditions for raising capital and after arm's length negotiations between the Company on the one hand and the investors and the Lender on the other hand. In light of the above, the Board of Directors is of the opinion that the subscription price and the other terms and conditions has been secured at market conditions. The Lender is an existing shareholder of the Company. The reason why the Lender will be entitled to convert its loan is that this shareholder has provided the Credit Facility (see below under “Terms for warrants of series TO7” for the Board of Director’s considerations).

Terms for warrants of series TO7

The Lender will, free of charge, receive 1,250,000 warrants of series TO7. The warrants will be issued no later than 31 March 2025. One (1) warrant of series TO7 entitles the holder to subscribe for one (1) new share in the Company during the period 1 July 2026 – 31 July 2026. The subscription price for the subscription of shares by exercise of warrants of series TO7 will correspond to SEK 4, corresponding to 200 percent of the subscription price per share in the Rights Issue.

The Lender is an existing shareholder of the Company. The reason why the Lender will be entitled to subscribe for warrants of series TO7 is that this shareholder has provided the Credit Facility. The issuance of the warrants of series TO7 constitutes an integral and essential part of the Credit Facility which, together with the Rights Issue, is considered to be the most time and cost effective financing option for the Company's operations. The Board of Directors has carefully considered the possibility of financing the Company's operations only through the Rights Issue but has concluded that it would risk the Company missing out on potential growth opportunities. The Board of Directors believes that this reason sufficiently justify the deviation from the main rule that issues shall be carried out with existing shareholders' preferential rights. The Board of Directors' overall assessment is thus that the Rights Issue together with the loan and the issue of the warrants is the most favourable financing alternative for the Company and its shareholders.

The Board of Directors has ensured the marketability of the subscription price and the other terms and conditions in consultation with financial advisors based on the prevailing market conditions for raising capital and after arm's length negotiations between the Company on the one hand and the investors and the Lender on the other hand. In light of the above, the Board of Directors is of the opinion that the subscription price and the other terms and conditions has been secured at market conditions.

Change of share capital and number of shares and dilution

Upon full subscription in the Rights Issue, the number of shares in the Company will increase by 5,883,817 shares, from 7,060,581 to 12,944,398, and the share capital will increase by SEK 941,410.72, from SEK 1,129,692.96 to SEK 2,071,103.68. For existing shareholders who do not participate in the Rights Issue, this means, at full subscription, a dilution effect of approximately 45.5 percent of the votes and capital in the Company.

In the event that all warrants of series TO7 attached to the Credit Facility are exercised, the number of outstanding shares will increase by an additional 1,250,000 from 12,944,398 to 14,194,398, and the share capital will increase by SEK 200,000.00, from SEK 2,071,103.68 to SEK 2,271,103.68. This will result in an additional dilution effect of approximately 8.8 percent.

Bringing forward of the year-end report for the financial year 2024

Due to the Rights Issue, the Board of Directors has decided to bring forward the publication of the year-end report for the financial year 2024 to 6 February 2025 instead of 12 February 2025 as previously communicated.

Preliminary timeline for the Rights Issue

The timetable is indicative and dates may be subject to change.

The FDI Act

Qlife has made the assessment that the Company conducts activities worthy of protection according to the Swedish Screening of Foreign Direct Investments Act (the “FDI Act”)(Sw. lag (2023:560) om utländska direktinvesteringar), which is why certain investments in the Company must be notified to the Swedish Inspectorate for Strategic Products (the “ISP”). 

To the extent any guarantor's fulfilment of such guarantee entails that the investment must be approved by the ISP in accordance with the FDI Act, such part of the guarantee is conditional upon notification that the application of the transaction has been taken without action or that approval has been obtained from the Inspectorate of Strategic Products.

Advisors

Eminova Partners Corporate Finance AB act as financial advisers, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Moll Wendén Advokatbyrå AB is legal advisor to Qlife.

For more information please contact: 

Thomas Warthoe

Chief Executive Officer (CEO)

Phn: +45 21 63 35 34

E-mail: tw@egoo.health

Qlife is a Swedish company based in Helsingborg, which develops and markets an innovative medical technology platform, Egoo.Health (“Egoo”), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company’s Certified Adviser. For additional information, please visit www.qlifeholding.com.

Important information

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Rights Issue. Nor does this press release constitute an exemption document in the form prescribed by the Prospectus Regulation Annex IX.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.

In the United Kingdom, this press release 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.

The Company considers that it carries out protection-worthy activities under the FDI Act. According to the FDI Act, the Company must inform presumptive investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the ISP. An investment may be subject to mandatory filing if i) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 percent or more of the total number of votes in the Company, or iii) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) authorised the investment. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Rights Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. 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, unless required to do so by law or the rules of Nasdaq First North Growth Market.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

This disclosure contains information that Qlife Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 29-01-2025 07:59 CET