QLIFE HOLDING AB, Interim Report Q1, January to March 2024

Standing firm and moving forward

Financial summary – first quarter 2024

• Revenue in the period amounted to kSEK 0 (123). No revenue of Egoo.Health devices and capsules for the device.
• EBITDA for the period amounted to kSEK –11,716 (-11,697), and net loss kSEK –8,351(-16,780).
• The total cash flow in the first quarter amounted to kSEK 2,714 (-12,110).
• Earnings per share before/after dilution for the quarter amounted to SEK -0.01 (-0.73), calculated on weighted average number of shares in the period.

Significant events – first quarter of 2024

• Qlife carries out a rights issue of units of approximately SEK 49.5 million.

On December 12th the board of directors of Qlife Holding AB (“Qlife” or the “Company”) has, subject to approval by the extraordinary general meeting on 16 January 2024, resolved to carry out an issue of 215,187,249 units, consisting of shares and warrants series TO 4 and TO 5, with preferential rights for the Company’s existing shareholders (the “Rights Issue”). Provided that the Rights Issue is fully subscribed, the Company will receive initial proceeds of approximately SEK 49.5 million before the deduction of issue costs. The Rights Issue is covered by guarantee commitments of SEK 30.1 million, corresponding to approximately 61 percent of the Rights Issue. In order to secure the Company’s financing needs until the completion of the Rights Issue, the Company has secured a bridge financing amounting to SEK 5.0 million (2,5 mSEK in December and 2,5 mSEK after ekstraordinary meeting in 2024).

• Qlife reports first milestone achieved and on track with Chinese collaboration.

On February 16th Qlife and Hipro Biotechnology decide to increase the contractual 3 focus assays to 5-7 focus assays – all within major disease fields. Initially, the focus was on cardiovascular disease, and now it also includes diabetes, stroke, and inflammation. All disease fields that have large market potential to transition from testing in hospitals and public facilities into near-patient settings and the home.

• Qlife’s core patent granted in Europe.

On February 23rd Qlife announces that its core patent for the Egoo system has been granted in the EU and other countries in the European market, as well as in the United Kingdom.

• Qlife publishes outcome in rights issue.

On February 29th Qlife announces the outcome of the Rights Issue approved by the extraordinary general meeting on 16 January 2024. The subscription summary shows that 23,095,475 units, corresponding to approximately 10.7 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 1,041,820 units were subscribed for without unit rights, corresponding to approximately 0.5 percent of the Rights Issue, and guarantors subscribed for 106,949,783 units, corresponding to approximately 49.7 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed to a total of 60.9 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 30.2 million (of which approximately SEK 9.0 million relates to set-off against outstanding bridge loan and convertibles), before issue costs.

• Qlife prepare a balance sheet for liquidation purposes.

On March 21st the company calls for an extra ordinary general meeting and the first meeting for liquidation purposes, because it is obliged to do so when the company has written down half of its equity.

• Qlife signs letter of Intent with South Korean company.

On March 25th Qlife signed a letter of intent with South Korean company Precision Biosensor as part of B2B strategy to enter major markets with Egoo Health, through hospital@home partnerships.

Significant events after the end of the first quarter of 2024

• Qlife puts its Danish operational company into reconstruction mode as a temporary measure.

On 4th April Qlife updates that under Danish law the company can during a reconstrution phase resolve on creditor issues, access certain loans and lower its operational cost.

• Qlife resolves on whether the company shall enter into liquidation or continue its operations.

On April 23rd 2024, an extraordinary general meeting, and the first meeting for liquidation purposes, resolves in accordance with the primary proposal from the board of directors that the company’s operations shall be continued.

• Qlife enters into an addendum with the holders of the company’s convertible debentures and all outstanding convertible debentures are converted into shares.

On May 8th Qlife enters into an addendum with the holders of the Company’s outstanding convertible debentures (the “Lenders”) that was issued on 3 August 2024 (the “Addendum”). In the Addendum, the parties have agreed to (i) lower the conversion rate of the convertible debentures from SEK 0.08 to SEK 0.00375 (the share’s quota value) and (ii) allow for conversion of the accrued interest. Further, through the Addendum, the Lenders have requested conversion of all outstanding convertible debentures with a total nominal value, including set-up fee and accrued but unpaid interest, of approx. SEK 3,661,754.56, to be effectuated once the amended conversion rate is registered with the Swedish Companies Registration Office. The conversion rate will be SEK 0.00375 and a total of 976,467,879 new shares is to be issued.

The full report is attached and can also be found here: https://qlifeholding.com/en/investors/finansiella-rapporter

Letter from the CEO

Standing firm and moving forward

Operational focus

During Q1 we strengthened our relationship with our Chinese partner Hipro Biotechnology. In February we decided together to increase the focus disease fields to not only include cardiovascular tests on Egoo Health but also diabetes, stroke, and inflammation. For the home-hospital field it makes sense to include these critical biomarkers when transitioning from testing in a hospital to testing in a patient’s home.

We signed a Letter of Intent with a South Korean company Precision Biosensor, to introduce Egoo Health into the same segment in South Korea based on work done in China.

We are keen to make these collaborations successful and hence our focus is short term to make sure that we can support especially Hipro in their effort to setup pilot production of Egoo Health at their facilities and continue the performance data protocols.

We have also lately been able to achieve considerable progress within our rare disease field Phenylketonuria. The company was originally built on a promise to alleviate life for the children and teenager living with this rare disease.

Finances

On the financial side the company has been challenged especially after the outcome of our rights issue in February. After cost and repayment of loans and other obligations the company’s liquidity remained only enough to cover operational cost for the month of April.

Because of this situation we decided to enter the Danish subsidiary into a legal restructuring period to immediately lower monthly liquidity

requirement and resolve on creditor issues. We have had to say goodbye to valued employees but given that Egoo Health today is at a technologically mature stage we believe we can manage and maintain our focus on the Hipro partnership and home-hospital market.

It has been a tough period for everyone involved, but it was the right thing to do, and we have been successful in getting our burn rate to what we think is a sustainable level. The legal restructuring will remain in force until final financing for the company is secured at which time the restructuring period will end.

Due to the financial hardships, it does not look like the upcoming TO4 warrant will be in the money, which means that we must seek financing elsewhere. We are working diligently towards securing financing for the company and hope to be able to report soon further on that subject.

Expectations for the future

I look confidently into the future as the Egoo Health platform is fully developed, the company’s operating cost is now at a very low level and there is interest in the home-hospital segment all over the world.

Egoo Health is a product ahead of its time. To allow nonexpert person to measure clinical-grade biomarkers by yourself in your home, is something that the professional market is not used to. Rules, regulations, and traditions are certainly not ready for it. But the heavy burden on society with people living longer lives and more diseases requires new ways to look at healthcare.

Egoo Health has taken time to develop and been expensive, but today it is a mature tech platform ready for patients and people to have access to their own critical biomarkers.

There are still barriers on the way to bringing this product platform into use, but Qlife as a company remains committed to that purpose. We think it is an important and necessary product and we plan to see it all the way through.

Our relationship with Hipro is one I think we can capitalize on. I am impressed how efficient and skilled they are. My biggest concern is if we have the resources to support them, but we are doing our best. When this report is released, I am in Shijiazhuang at Hipro headquarter to follow-up and plan together.

Helsingborg and Shijiazhuang, 28 May 2024

Thomas Warthoe, CEO

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 28-05-2024 08:30 CET.

For more information please contact:

Thomas Warthoe, CEO
tw@egoo.health
+45 21 63 35 34

Qlife Holding 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.