Qlife publishes prospectus due to upcoming rights issue of units

The board of directors of Qlife Holding AB (“Qlife” or the “Company”) has, in connection with the Company’s upcoming rights issue of units that was announced on 16 February 2023 (the “Rights Issue”), prepared an EU Growth Prospectus (the “Prospectus”), which today has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

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.

Publication of Prospectus

The Prospectus has been prepared in connection with the Rights Issue and has today, 6 April 2023, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions regarding the Rights Issue, is available on Qlife’s website (www.qlifeholding.com). The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se).

The Rights Issue in brief

• The right to subscribe for units shall accrue with preferential rights to those who on the record date on 5 April 2023 are registered as shareholders in the Company, whereby the holding of one (1) share entitles to twenty-five (25) unit rights and one (1) unit right entitles to subscription of one (1) unit consisting of one (1) share and one (1) warrant series TO 3.

• One (1) warrant entitles the right to subscribe for one (1) new share in the Company at an exercise price of SEK 0.11 per share. This means that the additional proceeds that may be added upon full exercise of warrants series TO 3 may amount to at least approximately SEK 63.4 million before issue costs. Subscription of shares by exercise of warrants takes place during the period 11 September – 29 September 2023.

• The Rights Issue comprises a maximum of 576,813,400 shares and a maximum of 576,813,400 warrants series TO 3 and the subscription price amounts to SEK 0.10 per unit. The warrants are issued free of charge.

• Upon full subscription in the Rights Issue, the Company will receive initial net proceeds of approximately SEK 48.2 million after deduction of issue costs of approximately SEK 9.5 million, of which costs for underwriters amount to approximately SEK 6.4 million. SEK 7.3 million of the net proceeds are intended to be used for repayment of bridge loans from Curam Holding AB, Qualcon Aktiebolag, Fredrik Lundgren and Wilhelm Risberg, whereafter the remaining amount will be used for the following, in order of prior:

• Approximately 50 percent will be used for sales and partnering efforts of the CRP test into private clinics and consumer health segments.
• Approximately 35 percent will be used to advance the regulatory efforts for the clinical use of CRP in the European markets.
• Approximately 15 percent will be used for general administration and other.

• In the event that all warrants series TO 3 issued in the Rights Issue are exercised for subscription of shares in September 2023, the Company will receive additional net proceeds of at least approximately SEK 61.2 million, after deduction of issue costs of approximately SEK 2.2 million. The net proceeds are intended to be used for the following, in order of prior:

• Approximately 30 percent will be used for sales and partnering efforts of the CRP test into private segments.
• Approximately 30 percent will be used for regulatory filings of the CRP test.
• Approximately 25 percent will be used for continued R&D investments in expansion of test menu with additional capsules.
• Approximately 15 percent will be used for general administration and other.

• In the event the Rights Issue is oversubscribed, the board of directors of the Company may resolve to carry out an over-allotment issue of a maximum of 50,000,000 units (corresponding to 50,000,000 shares and 50,000,000 warrants of series TO 3) directed primarily to strategic and professional investors who have subscribed for units in the Rights Issue without receiving full allotment, which may provide the Company with additional initial issue proceeds of SEK 5 million before issue costs. Thus, the over-allotment issue may increase the total initial issue proceeds in the Rights Issue to approximately SEK 62.7 million before issue costs.

• In connection with the Rights Issue, members of the Company’s board of directors and senior executives have issued subscription undertakings to subscribe for a total of approximately SEK 0.8 million, corresponding to approximately 1.3 percent of the Rights Issue. In addition, the Company has entered into agreements with a number of external investors for guarantee commitments amounting to approximately SEK 40.0 million, corresponding to approximately 70.0 percent of the Rights Issue. In total, the Rights Issue is thus covered by subscription undertakings and guarantee commitments amounting to approximately SEK 41.2 million, corresponding to approximately 71.3 percent of the Rights Issue.

• The subscription period in the Rights Issue runs during the period 11 April 2023 – 25 April 2023.

• Trading in unit rights on Nasdaq First North Growth Market takes place during the period 11 April 2023 – 20 April 2023. Unit rights that are not exercised during the subscription period will become invalid and lose their value.

• Trading in BTU (Sw. betald tecknad unit) will take place on Nasdaq First North Growth Market as from and including 11 April until the Rights Issue is registered with the Swedish Companies Registration Office (Sw. Bolagsverket).

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

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 above, on 2023-04-06 12:38 CET CEST.

For more information please contact:

Mette Gross, Chair Qlife Holding AB

E-mail: mette.gross@lehdab.com

Tel. No.: +46 (0)73-517 85 25

About Qlife

Qlife is a medical device company that seeks to revolutionize the clinical biomarker market for whole blood testing by taking it out of the lab and into the homes. This will facilitate easy access to blood sample results and in turn facilitate increased monitoring of parameters that enables care improvement.

Shares for Qlife are being traded on Nasdaq First North Growth Market in Stockholm with G&W Fondkommission as certified advisor (phone: +46 (0) 8-503 000 50, e-mail: ca@gwkapital.se).

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 Prospectus that Qlife has published on 5 April 2023 on Qlife’s website www.qlifeholding.com. The approval of the Prospectus 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 Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

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.