Qlife carries out directed issue of units to guarantors in connection with rights issue

Qlife Holding AB (“Qlife” or the “Company”) has carried out a rights issue of units, consisting of shares and warrants series TO 3, that was announced on 16 February 2023, and for which the outcome was published on 27 April 2023 (the “Rights Issue”). In connection herewith, in accordance with the guarantee commitments that have been entered into and what has been previously communicated, a directed issue of units is carried out to the guarantors in the Rights Issue (the “Compensation Issue”). The subscription price in the Compensation Issue has been set at SEK 0.10 per unit and payment is made by offsetting the guarantors’ claims.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

As previously communicated in connection with the Rights Issue, the Company has entered into agreements on guarantee commitments, in part of a so called bottom guarantee and in part of a so called top guarantee. For the bottom guarantee commitments, guarantee compensation is paid with sixteen (16) percent of the guaranteed and allotted amount, of which eight (8) percent of the fee is paid in cash and eight (8) percent is offset against units to the same terms as in the Rights Issue. For the top guarantee commitments, guarantee compensation is paid with twenty (20) percent of the guaranteed and allotted amount, of which twelve (12) percent of the fee is paid in cash and eight (8) percent is offset against units to the same terms and conditions as for the other guarantee commitments entered into in connection with the Rights Issue.

Considering the above, based on the authorization from the extraordinary general meeting on 24 March 2023, the board of directors has resolved on the Compensation Issue, which comprises a total of 45,535,540 units. The reason for the deviation from the shareholders’ preferential rights in the Compensation Issue is to fulfill the Company’s obligations to the guarantors as a result of guarantee agreements entered into. Each unit in the Compensation Issue consists of one (1) new share and one (1) warrant series TO 3. In total, 45,535,540 units were subscribed for, corresponding to 45,535,540 shares and 45,535,540 warrants series TO 3. Payment in the Compensation Issue shall be made by offsetting the respective guarantor’s claim for guarantee compensation. A total of SEK 4,553,554 is offset to 71 guarantors. The subscription price has been set at SEK 0.10 per unit, corresponding to a subscription price per share of SEK 0.10, i.e. the same terms as in the Rights Issue. The warrants series TO 3 are issued free of charge. The subscription price has been determined based on negotiations among the guarantors and the Company, in consultation with financial advisor and through an analysis of several market factors. In view hereof, the board of directors considers that the subscription price corresponds with market terms.

Change in share capital and number of shares as well as dilution

Through the Compensation Issue, the number of shares in Qlife increases with 45,535,540 shares, from 599,885,936 shares to 645,421,476 shares and the share capital increases by SEK 3,642,843.20 from SEK 47,990,874.88 to SEK 51,633,718.08 (after the registration of the Rights Issue). The dilution effect from the Compensation Issue amounts to approximately 7.1 percent. In the event of full exercise of all issued warrants series TO 3 for subscription of new shares in the Company, the number of shares will increase with an additional 45,535,540 shares to a total of 1,267,770,416 shares and the share capital will increase by additional SEK 3,642,843.20 to SEK 101,421,633.28 (after the registration of the Rights Issue and the Compensation Issue). This entails an additional dilution effect of approximately 3.6 percent. The total dilution effect from the Compensation Issue and the warrants TO 3 issued therewith amounts to approximately 7.2 percent.

Warrants series TO 3

One (1) warrant of series TO 3 entitles the holder to subscribe for one (1) new share in the Company during the period 11 September 2023 – 29 September 2023 at an exercise price of SEK 0.11 per share. The warrants are expected to be admitted to trading on Nasdaq First North Growth Market in close connection to the Compensation Issue’s registration at the Swedish Companies Registration Office.

Full terms and conditions for warrants series TO 3 are available on the Company’s website, www.qlifeholding.com.

Advisers

G&W Fondkommission acts as financial advisor and Setterwalls Advokatbyrå AB acts as legal advisor to Qlife in connection with the Rights Issue. Aqurat Fondkommission AB acts as issuing agent in connection with the Rights Issue.

The information was submitted for publication, through the agency of the contact person set out below, on 2023-05-03 19:17 CET.

For more information please contact:

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

About Qlife

Qlife is a medical device company born to challenge the status quo in healthcare. We work to shift the perspective and turn today's view on healthcare into tomorrow's focus on health- empowerment. We are on a quest to empower people with more accessible ways to understand their health - so that they can move beyond reactive care towards proactive wellbeing. It's how we contribute to improving quality of life for every individual and for the greater society.

Shares for Qlife are being traded on Nasdaq First North Growth Market in Stockholm with G&W Fondkommission as certified advisor.
Read more on Egoo.health, Qlifeholding.com or follow us on LinkedIn.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Qlife. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Qlife has only been made through the EU Growth Prospectus that has been prepared in connection with the Rights Issue and published by the Company on 6 April 2023, and the supplementary prospectus that was published on 19 April 2023 (the “Prospectuses”). The Prospectuses have been approved and registered by the Swedish Financial Supervisory Authority and have been published on the Company’s website (www.qlifeholding.com). The approval of the Prospectuses by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities in Qlife. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Qlife. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectuses. Thus, investors are encouraged to review the Prospectuses in their entirety.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Qlife have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this document 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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom 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 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.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.