S2Medical AB (publ) publishes EU-growth prospectus in connection with the forthcoming rights issue of units

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, 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.

S2Medical AB (publ) ("S2Medical" or the "Company") publishes an EU-growth prospectus (the “Prospectus”) in connection with the rights issue of units resolved by the board of directors on 15 March 2022 and approved by the extraordinary general meeting on 14 April 2022 (the "Rights Issue"). The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority (“SFSA”) and is now available on the Company's website.

The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, 14 April 2022, been approved and registered with the SFSA. The Prospectus, containing full terms and conditions and other information about the Rights Issue, is available on the Company's website (www.s2m.se) and Vator Securities AB's website (www.vatorsecurities.se). The Prospectus will also be available on the website of the Swedish Financial Supervisory Authority (www.fi.se). Application forms will be made available on the Company's and Vator Securities' websites at the start of the subscription period.

For further information on the Rights Issue, please see the published Prospectus.  

Summary of the terms

• Rights issue of a maximum of 15,052,083 units (15,052,083 B shares and 15,052,083 warrants of series TO1) corresponding to, upon full subscription, total proceeds of approximately SEK 30.1 million before issue costs.
• Subscription commitments of approximately SEK 2.1 million in total have been received from the Company's largest shareholder SivlerSkog Group AB, which is owned by the founders Petter Sivlér and Mårten Skog, as well as the Company's chairman of the board Fredrik Skog and several other existing shareholders. Guarantee undertakings of approximately SEK 19.0 million, up to a total of approximately SEK 21.1 million in the Rights Issue, have been received from a number of external investors. The rights issue is thus guaranteed up to 70 percent through subscription commitments and guarantee undertakings.
• For each existing share held on the record date, one (1) unit right is received in the Rights Issue. Holding of one (1) unit right entitles to subscribe for one (1) new unit. One unit (1) consists of one (1) B-share and one (1) warrant of series TO1.
• Subscription price of SEK 2.00 per unit (SEK 2.00 per share). The warrants are issued free of charge.
• The subscription price for subscription of Class B shares by exercising warrants of series TO1 shall correspond to 70 percent of the volume-weighted average price paid for the Company's shares on the Nasdaq First North Growth Market during the period from and including 22 August 2022 up to and including 30 September 2022, however not lower than the quota value of the share.
• The exercise period for warrants of series TO1 runs from and including 6 October 2022 up to and including 20 October 2022.

Preliminary timetable regarding the Rights Issue

Advisors

Vator Securities AB is the Company’s financial advisor and Eversheds Sutherland Advokatbyrå AB is the Company’s legal advisor in connection to the Rights Issue. Vator Securities AB acts as the issuer agent in connection to the Rights Issue.

Contact information

Petter Sivlér – CEO, S2Medical AB (publ)

Phone: +46 (0)8-70 000 50

E-Mail: petter.sivler@s2m.se

Certified Adviser

Vator Securities AB

Phone +46 (0)8-580 065 99

Website: www.vatorsec.se

E-mail: ca@vatorsec.se

About S2Medical

S2Medical AB (publ) is a medical technology company that develops and sells innovative wound healing products for the entire wound healing process with a main focus on burn wounds and chronic wounds. The company has developed eiratex®, a new cellulose-based material for healing severe burns and chronic wounds. The material heals wounds effectively and thus reduces both suffering for patients and costs for the health care.

The ticker of the share: S2M

The ISIN-code of the share: SE0011725084

IMPORTANT INFORMATION

In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law. Persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO, OR AN INVITATION TO, ACQUIRE OR SUBSCRIBE ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION, NOT FROM THE COMPANY OR ANY OTHER PERSON.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A PROSPECTUS, CORRESPONDING TO AN EU GROWTH PROSPECTUS, WILL BE PREPARED BY THE COMPANY AND PUBLISHED ON THE COMPANY'S WEBSITE AFTER THE PROSPECTUS HAS BEEN REVIEWED AND APPROVED BY THE SWEDISH FINANCIAL SUPERVISORY AUTHORITY.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION CONCERNING THE ACQUISITION OR SUBSCRIPTION OF SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN MAY NOT BE SOLD IN THE UNITED STATES WITHOUT REGISTRATION, OR WITHOUT THE APPLICATION OF AN EXEMPTION FROM REGISTRATION, ACCORDING TO THE U.S. SECURITIES ACT FROM 1933 ("SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION, COVERED BY AN EXEMPTION FROM, OR IN A TRANSACTION NOT COVERED BY ACCOUNTS. THERE IS NO INTENT TO REGISTER ANY SECURITIES MENTIONED HEREIN IN THE UNITED STATES OR TO SUBMIT A PUBLIC OFFER REGARDING SUCH SECURITIES IN THE UNITED STATES. The information in this press release must not be published, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or to the United States (including its territories and provinces, each state in the US and District of Columbia), Australia, Singapore, New Zeeland, Japan, South Korea, Canada, Hong Kong or South Africa or any other jurisdiction where such publication, publication or distribution of this information would be contrary to the applicable rules or where such a measure is subject to legal restrictions or would require further registration or other measures THAN WHAT FOLLOWS OF SWEDISH LAW. ACTIONS IN VIOLATION OF THIS INSTRUCTION MAY BREACH APPLICABLE SECURITIES LEGISLATION.

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 press release 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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

TO THE EXTENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY WORDS THAT "WILL", "ARE EXPECTED", "BELIEVES", "ESTIMATES", “INTENDS”, “ASSUMES” AND SIMILAIR EXPRESSIONS. SUCH STATEMENTS EXPRESS S2MEDICAL'S INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FUTURE STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS WHICH S2MEDCIAL HAS MADE TO THE BEST PERFORMANCE BUT WHICH S2MEDICAL DOES NOT SAY IN THE COMING TOMORROW. FUTURE STATEMENTS ARE COMBINED WITH RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND IN GENERAL CANNOT BE AFFECTED BY S2MEDICAL. IT SHOULD BE KEEPED IN MIND THAT ACTUAL EVENTS OR OUTCOMES MAY DIFFER SIGNIFICANTLY FROM WHAT IS COVERED BY, OR EXPRESSED FOR, IN SUCH FORWARD-LOOKING STATEMENTS.

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 s2medical 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 s2medical may decline and investors could lose all or part of their investment; the shares in s2medical offer no guaranteed income and no capital protection; and an investment in the shares in s2medical 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 Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 s2medical.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in s2medical and determining appropriate distribution channels.

The information was submitted for publication, through the agency of the contact person, on 14-04-2022 15:06 CET.

Contact Details
Petter Sivlér – CEO, S2Medical AB (publ)
Telephone: +46 (0)8-70 000 50
E-mail: petter.sivler@s2m.se

Certified Adviser
Vator Securities AB
Telephone +46 (0)8-580 065 99
Website: www.vatorsec.se 
E-mail: ca@vatorsec.se

About S2Medical 

S2Medical AB (publ) is a medical technology company that develops and sells innovative wound healing products for the entire wound healing process, with a focus on burns and chronic wounds. The company has developed eiratex®, a new cellulose-based material for healing severe burns and chronic wounds. The material heals wounds effectively and thereby reduces both suffering for patients and costs for health care.

Share's ticker: S2M

Share's ISIN-code: SE0011725084