ODI Pharma AB publishes memorandum prior to preferential rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE THIS PRESS RELEASE IS DISTRIBUTABLE WOULD BE ILLEGAL OR REQUIRE ADDITIONAL ACTIONS THAN SUCH ACTIONS RESULTING FROM SWEDISH LAW. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE.

The extraordinary general meeting of ODI Pharma AB ("ODI" or the "Company") decided on November 19, 2024, in accordance with the board's proposal, to carry out a preferential rights issue of shares (the "Rights Issue"). Prior to the Rights Issue, ODI has drawn up a memorandum containing information about the Company and the Rights Issue, which is now available via the Company's website (www.odipharma.com), the financial advisor Sedermera Corporate Finance AB's website (www.sedermera.se) and the issuing agent Nordic Issuing AB's website (www.nordic-issuing.se). The subscription period begins on November 26, 2024, and lasts until December 10, 2024.

The issue volume amounts to a maximum of approximately SEK 4.1 million before transaction related costs. In the case of oversubscription ODI can also decide to utilize an over-allotment option (the “Over-Allotment Option”) to raise up to approximately additionally SEK 2.0 million through the Rights Issue. The Company has no obligation to utilize the Over-Allotment Option. The decision on the Rights Issue is secured via pre-subscription in writing by Volker Wiederrich (Chairman of the Board) and the existing shareholder Niclas Kappelin to a total of approximately 49 percent (corresponding to approximately SEK 2.0 million).

Subscription in the Rights Issue will be possible from and including November 26, 2024, to and including December 10, 2024, with a digital signature via the issuing agent Nordic Issuing AB's website (www.nordic-issuing.se).

Advisors

In connection with the Rights Issue, ODI Pharma AB has engaged Sedermera Corporate Finance AB as financial advisor, Foyen Advokatfirma i Sverige KB as legal advisor and Nordic Issuing AB as issuing agent.

For further information about the Rights Issue, please contact:

Sedermera Corporate Finance AB

Phone: +46 (0)40 615 14 10

E-mail: cf@sedermera.se

www.sedermera.se

For more information about the Company, please contact:

Volker Wiederrich, Chairman, ODI Pharma AB

E-mail: info@odipharma.com

Important information

This press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights, BTAs or other securities in ODI Pharma AB. Investors should not subscribe for or acquire any securities other than on the basis of the information in the information document that is made public today November 25, 2024.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be unlawful. Nor does this press release constitute an offer to sell new shares, subscription rights, BTAs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such a person or where such action would require prospectus, additional registration or other measures than under Swedish law. The memorandum, the application form and other documents relating to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires measures referred to in the previous sentence or where they would be contrary to the rules of such country. Actions contrary to this instruction may constitute a violation of applicable securities laws.

Neither shares, subscription rights, BTAs nor any other securities have been or will be registered under the United States Securities Act of 1933 in its current wording (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, 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 of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

This press release may contain certain forward-looking statements that reflect the Company's current views on future events and financial and operational development. Words such as "intends", " estimates", "expects", "may", "plans", "believes", " anticipates" and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or developments, and actual outcomes may differ materially from those expressed in forward-looking statements. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce 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 by law or the rules of Spotlight Stock Market.

About ODI Pharma AB

ODI Pharma, based on its European network, subsidiaries and affiliates, is a producer and representative of finished pharmaceutical cannabis products with a focus on distribution to the medical cannabis market in Europe through its subsidiary ODI Pharma Polska Sp. z o.o. ODI Pharma intends to provide a high-quality product at a competitive price compared to competitors in Poland, thereby becoming the number one provider of medical cannabis in Poland. ODI Pharma also strives to be on the forefront of understanding the medical applications of the product as well as introducing new, innovative products to the European patients in need. The Company will continue to team up with the most knowledgeable and best renown partners in the industry to achieve its goals.