Spermosens carries out directed issues of approx. MSEK 5.59, takes up credit facility of MSEK 1.00, and receives proposal of directed issues of approx. MSEK 0.39

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The Board of Directors (the “Board”) of Spermosens AB (publ) (“Spermosens” or the “Company”) has today decided to carry out directed issues of shares and warrants pursuant to the authorization granted by the extraordinary general meeting on 4 November 2024. Additionally, the Company has today entered into an agreement regarding a credit facility with JEQ Capital AB (the “Lender”) of up to MSEK 1.00 (the “Credit Facility”). The warrants are conditional on subsequent approval from an extraordinary general meeting that is intended to take place in February 2025. For every two (2) subscribed shares, the subscriber receives one (1) warrant of series TO5 and one (1) warrant of series TO6. The Lender will, free of charge, receive 50,000,000 warrants of series TO5 and 50,000,000 warrants of series TO6. The investors and the Lender have subscribed for all shares and warrants in the directed issues. Through the directed issues of shares and warrants, the Company will initially receive approximately MSEK 5.59 before set-off and deduction of transaction costs. Given that the extraordinary general meeting approves the Board's resolution and upon full exercise of the warrants, the Company will receive additional maximum proceeds of approximately MSEK 8.24 before deduction of transaction costs. Furthermore, following a proposal from a shareholder, Ulrik Nilsson, the extraordinary general meeting will address the directed issues of shares and warrants to Sporcon Lifescience Advisors ApS (owned by Ulrik Spork, Chairman of the Board), Duvold Holding ApS (owned by Tore Duvold, CEO), SML Holding ApS (owned by Søren Melsing Frederiksen, Board member), Care & Communication i Lund AB (owned by Christina Östberg-Lloyd, Board member), and Nested Bio AB (owned by Kushagr Punyani, Board member). Through the directed issues of shares and warrants proposed by the shareholder, the Company will initially receive approximately MSEK 0.39 before intended set-off and deduction of transaction costs and upon full exercise of the warrants, the Company will receive an additional maximum amount of approximately MSEK 0.49 before deduction of transaction costs. The proceeds from the directed issues and potential disbursed amounts under the Credit Facility will primarily finance ongoing expenses for clinical trials, business development and collaboration with partners, as well as IP, QA, IR, and administrative costs. The Company's Scottish partner, Flexmedical Solutions limited, is participating in the directed issues with approximately SEK 0.74 million, which is to be paid by way of set-off. The notice of the extraordinary general meeting will be published through a separate press release.

Tore Duvold, CEO of Spermosens, comments: "I am very pleased that we have successfully secured the equity needed to continue Spermosens' positive journey. I would like to extend my gratitude to our shareholders for their support and trust in our vision. This milestone enables us to proceed with our strategy of gathering valuable clinical data through our ongoing clinical study, where we recently reported positive interim results. These findings strengthen our position as we continue discussions with strategic partners to establish license agreements for our JUNO-Checked technology. We remain committed to advancing fertility diagnostics and creating value for patients, partners and shareholders."

The directed issues

The Board has today decided to issue 558,953,200 shares (“Tranche 1:a”) and resolved on a directed issue, conditional on subsequent approval by an extraordinary general meeting (the “Extraordinary General Meeting”), of 329,476,600 warrants of series TO5 and 329,476,600 warrants of series TO6 (“Tranche 1:b”), free of charge, to several external investors, existing shareholders and the Lender, Tranche 1:a and Tranche 1:b collectively referred to as (“Tranche 1”). Through the directed issues of shares and warrants, the Company will initially receive approximately MSEK 5.59 before set-off and deduction of transaction costs. Tranche 1:b require an amendment of the Articles of Association and is subject to approval from the Extraordinary General Meeting. The investors and the Lender have subscribed for all shares and warrants in Tranche 1. Furthermore, following a proposal from Ulrik Nilsson, a shareholder in the Company, the Extraordinary General Meeting will resolve on the directed issues of 39,433,600 shares, 19,716,800 warrants of series TO5, and 19,716,800 warrants of series TO6, free of charge, on the same terms as in Tranche 1 (“Tranche 2”). Sporcon Lifescience Advisors ApS (owned by Ulrik Spork, Chairman of the Board), Duvold Holding ApS (owned by Tore Duvold, CEO), SML Holding ApS (owned by Søren Melsing Frederiksen, Board member), Care & Communication i Lund AB (owned by Christina Östberg-Lloyd, Board member), and Nested Bio AB (owned by Kushagr Punyani, Board member) will participate in Tranche 2. Upon the execution of Tranche 1 and Tranche 2 (the “Directed Issues”), the Company will initially receive a maximum of approximately MSEK 5.98 before intended set-off of approximately MSEK 1.13 and deduction of transaction costs. Upon full exercise of the warrants of series TO5 and TO6 issued in the Directed Issues, the Company will receive an additional maximum amount of approximately MSEK 8.73 before deduction of transaction costs. The notice of the Extraordinary General Meeting will be published through a separate press release.

Tranche 1, through which 558,953,200 shares, 329,476,600 warrants of series TO5, and 329,476,600 warrants of series TO6 are issued, is partially carried out with the support of the authorization obtained from the extraordinary general meeting on 4 November 2024, and partially conditional upon subsequent approval from the Extraordinary General Meeting and is directed to external investors, certain existing shareholders and the Lender. Prior to the Board's decision to implement the Directed Issues, the Board has also placed great emphasis on ensuring that the subscription price is marketable in relation to the current share price. The subscription price has been determined through arm's length negotiations, in consultation with financial advisors, with the external investors and amounts to SEK 0.01 per share, corresponding to a discount of approximately 28.57 percent compared to the closing price of the Company's share on Spotlight Stock Market on 20 December 2024. As the subscription price has been determined through arm's length negotiations, in consultation with financial advisors, the Board makes the assessment that the subscription price is market-based and reflects the demand for the Company's shares.

Tranche 1:a and Tranche 1:b is directed to and has been subscribed by and allotted to:

Tranche 2, through which 39,433,600 shares, 19,716,800 warrants of series TO5, and 19,716,800 warrants of series TO6 are issued, is intended to be carried out on the same terms as in Tranche 1 and is proposed to be directed to Sporcon Lifescience Advisors ApS (owned by Ulrik Spork, Chairman of the Board), Duvold Holding ApS (owned by Tore Duvold, CEO), SML Holding ApS (owned by Søren Melsing Frederiksen, Board member), Care & Communication i Lund AB (owned by Christina Östberg-Lloyd, Board member), and Nested Bio AB (owned by Kushagr Punyani, Board member). Tranche 2 is intended to be resolved upon at the Extraordinary General Meeting, following a proposal from Ulrik Nilsson, a shareholder in the Company. A separate notice of the Extraordinary General Meeting will be issued. The directed share issues in Tranche 2 require an amendment of the Articles of Association. Tranche 2 is material to the investors in Tranche 1, execution of Tranche 1 is not conditional upon the execution of Tranche 2.

Regarding Tranche 2, the proposed investors have accrued receivables from the Company in respect of deferred consultancy fees totaling approximately MSEK 0.39, which they intend to set-off against shares in the Company. These investors have provided subscription undertakings regarding the subscription of shares and warrants in Tranche 2 for the below number of shares and warrants. The subscription undertakings are conditional upon the Extraordinary General Meeting resolving on Tranche 2.

Tranche 2 is directed to:

The Credit Facility

The Company has today entered into an agreement regarding a Credit Facility of up to MSEK 1.00. The Credit Facility will be disbursed no earlier than 1 April 2025 but no later than 31 May 2025 and amounts to a maximum of MSEK 1.00. Disbursed amounts under the Credit Facility will carry an interest rate of 2.00 percent for each commenced thirty-day period, along with a set-up fee of 5.00 percent. The Lender has the right, but not the obligation, to refrain from disbursing the loan if, at the time of the drawdown, it exceeds 10 percent of the borrower's then-current market value. Disbursed amounts under the Credit Facility will fall due six months from the disbursement date.

As part of the compensation, the Lender will receive 50,000,000 warrants of series TO5 and 50,000,000 warrants of series TO6. The Lender has the right to convert disbursed amounts under the Credit Facility, in whole or in part, however to a value of at least SEK 300,000 for each conversion request, at a subscription price corresponding to the lower of (i) 70 percent of the lowest daily volume-weighted average share price during a 14-day period leading up to the conversion date, or (ii) SEK 0.01, which corresponds to the subscription price per share in the recently completed rights issue. However, the subscription price may never fall below the share's quota value. The Board has ensured the marketability of the subscription price and the other terms and conditions in consultation with financial advisors based on the prevailing market conditions for raising capital and after arm's length negotiations between the Company on the one hand and the investors and the Lender on the other hand. In light of the above, the Board is of the opinion that the subscription price and the other terms and conditions has been secured at market conditions.

Terms for warrants of series TO5 and series TO6

For every two (2) shares subscribed for in the Directed Issues, one (1) warrant of series TO5, and one (1) warrant of series TO6 is received free of charge. The Lender will, free of charge, receive 50,000,000 warrants of series TO5 and 50,000,000 warrants of series TO6. One (1) warrant of series TO5 entitles the holder to subscribe for one (1) new share in the Company during the period 2 June - 16 June 2025. The subscription price for the subscription of shares by exercise of warrants of series TO5 will correspond to 70 percent of the volume-weighted average price paid for the Company's share during the period from and including 19 May 2025 to and including 30 May 2025, however not lower than the share's quota value, and not higher than SEK 0.01, corresponding to 100 percent of the subscription price per share in the recently completed rights issue. One (1) warrant of series TO6 entitles the holder to subscribe for one (1) new share in the Company during the period 30 November - 14 December 2026. The subscription price for the subscription of shares by exercise of warrants of series TO6 will correspond to 70 percent of the volume-weighted average price paid for the Company's share during the period from and including 16 November 2026 to and including 27 November 2026, however not lower than the share's quota value, and not higher than SEK 0.015, corresponding to 150 percent of the subscription price per share in the recently completed rights issue. The Board has ensured the marketability of the subscription price and the other terms and conditions in consultation with financial advisors based on the prevailing market conditions for raising capital and after arm's length negotiations between the Company on the one hand and the investors and the Lender on the other hand. In light of the above, the Board is of the opinion that the subscription price and the other terms and conditions has been secured at market conditions. As the terms and conditions for the warrants in Tranche 2 corresponds to the terms and conditions for the warrants in Tranche 1 determined in consultation with financial advisors through arm's length negotiations with the external investors and the Lender, it is the proposer’s assessment that the subscription price and the terms and conditions reflects the prevailing market conditions and demand and is thus market-based.

The warrants are of the same series as those warrants that were issued in connection with the recently completed rights issue. The new warrants are intended to be admitted to trading on Spotlight Stock Market in February/March 2025.

The Board's considerations regarding Tranche 1

Prior to the Board's decision on the implementation of Tranche 1, the Board has conducted a comprehensive assessment and carefully considered the possibility of raising capital through a rights issue. However, the Board believes that an issue deviating from shareholders' preferential rights is a better option for the Company and its shareholders. The reasons for deviating from shareholders' preferential rights are

1. the rights issue of shares and warrants resolved by the Board on 3 October 2024, approved by the extraordinary general meeting on 4 November 2024, and whose subscription period ended on 25 November 2024, was subscribed to a total of approximately 20.90 percent. Consequently, a significant part of the Company's capital requirement remains unmet;
2. that the Company is in an important development phase and has an imminent need for financing, and to secure the Company's long-term operations, and that a rights issue would require significantly more time and resources to carry out and also entail a higher risk of a negative effect on the share price, especially in light of today's volatile and challenging market conditions, as a rights issue, compared to a directed issue, would likely need to be carried out at a lower subscription price given the discounts that have been offered in recent rights issues on the market;
3. that the implementation of Tranche 1 can be done at a significantly lower cost and with less complexity than a rights issue.

The reason why existing shareholders participate in the directed issues of Tranche 1 is that these shareholders have expressed and shown a long-term interest in the Company, which, according to the Board, creates security and stability for both the Company and its shareholders. Without the participation of existing shareholders, it would not have been possible for the company to secure the financing.

Considering the above, the Board is of the overall opinion that a directed issue of shares and warrants deviating from shareholders' preferential rights is the most advantageous option for both the Company and all its shareholders.

Prior to the Board's decision on the implementation of Tranche 1, the Board has also placed great emphasis on ensuring the market-based nature of the subscription price in relation to the prevailing share price. The subscription price has been determined through arm's length negotiations, in consultation with financial advisors, with the external investors and amounts to SEK 0.01 per share, corresponding to a discount of approximately 28.57 percent compared to the closing price of the Company's share on Spotlight Stock Market on 20 December 2024. Given that the subscription price has been determined through arm's length negotiations, in consultation with financial advisors, with the external investors, the Board’s assessment is that the subscription price reflects the prevailing market conditions and demand and is thus market-based.

The proposer’s considerations regarding Tranche 2

The proposer believes, after an overall assessment and careful consideration, that an issue deviating from shareholders' preferential rights is a better option for the Company and its shareholders than a rights issue. The reasons for deviating from shareholders' preferential rights are

1. that the rights issue of shares and warrants resolved by the Board on 3 October 2024, approved by the general meeting on 4 November 2024, and whose subscription period ended on 25 November 2024, was subscribed to a total of approximately 20.90 percent. Consequently, a significant part of the Company's capital requirement remains unmet;
2. that the Company is in an important development phase and has an imminent need for financing, and to secure the Company's long-term operations, and that a rights issue would require significantly more time and resources to carry out and also entail a higher risk of a negative effect on the share price, especially in light of today's volatile and challenging market conditions, as a rights issue, compared to a directed issue, would likely need to be carried out at a lower subscription price given the discounts that have been offered in recent rights issues on the market;
3. that the implementation of Tranche 2 can be done at a significantly lower cost and with less complexity than a rights issue.

The reason why existing shareholders participate in the directed issues of Tranche 2 is that these shareholders have expressed and shown a long-term interest in the Company, which, according to the proposer, creates security and stability for both the Company and its shareholders. Without the participation of existing shareholders, it would not have been possible for the company to secure the financing.

Considering the above, the proposer is of the overall opinion that a directed issue of shares and warrants deviating from shareholders' preferential rights is the most advantageous option for both the Company and all its shareholders.

As the subscription price in the Tranche 2 corresponds to the subscription price in the Tranche 1 determined through arm's length negotiations, in consultation with financial advisors, with the external investors, it is the proposer’s assessment that the subscription price reflects the prevailing market conditions and demand and is thus market-based.

Rationale and use of issue proceeds

The Company recognizes a current gap in effective diagnostic tools for assessing sperm quality. Enhancing the ability to personalize treatment options leads to higher fertilization success rates, which benefits couples undergoing treatment, strengthens clinics' competitiveness, and has positive effects on society. Spermosens is focused on global commercialization with comprehensive patent protection for its products.

The Company's second-generation patented product, JUNO-Checked, has been developed with improved performance and faster readout times, making it ready for the ongoing clinical study at RMC in Malmö. This new version of JUNO-Checked will play a pivotal role in the study, which has been approved by the ethics committee. The study aims to demonstrate the diagnostic value of the product, a key step toward building credibility with potential partners and licensees. The positive interim results not only validate the diagnostic potential of JUNO-Checked but also reinforce its role as a promising tool for improving IVF outcomes, offering new hope to couples undergoing fertility treatments.

Spermosens is prioritizing the identification of strategic partners and licensing opportunities for JUNO-Checked to broaden its use. The need for improved sperm quality assessment tools is significant, and JUNO-Checked has the potential to enhance IVF treatments, reduce waiting times, and improve outcomes for both patients and fertility clinics.

The Company's strategy for further development and commercialization of JUNO-Checked follows a structured five-step approach:

1. Delivery of the first-generation product for research purposes (completed)

2. Delivery of the second generation with enhanced performance for clinical studies (completed)

3. Ongoing verification and validation through clinical trials

4. Establishing licensing agreements and strategic partnerships for global commercialization

5. Full-scale commercialization through partners and licensees

Spermosens aims to achieve market acceptance and positive cash flow within two years through licensing agreements and partnerships. The Board sees significant long-term potential, positioning JUNO-Checked as a leading product in global fertility diagnostics.

Through the Directed Issues and the Credit Facility, the Company can receive gross proceeds of approximately MSEK 6.98 which is intended to be used for the following purposes stated in order of priority:

• Ongoing expenses for clinical trials
• Business development and partnership collaboration
• IP, QA and administrative costs

In the event that all warrants of series TO5 and TO6 issued in the Directed Issues are exercised for subscription of shares, the Company will receive maximum additional proceeds of approximately MSEK 8.73 which, after deduction of issue costs, are intended to be used for the following areas of use:

• Proceeds from TO5 will strengthen the financing of the above-mentioned activities
• Proceeds from TO6 will finance business development, including distribution and marketing in collaboration with partners

Shares, share capital, and dilution

Assuming that the Extraordinary General Meeting resolves to approve Tranche 1:b and Tranche 2, the Directed Issues will result in the number of outstanding shares in the Company potentially increasing by 598,386,800, from 757,794,616 to 1,356,181,416, and the share capital potentially increasing by SEK 1,196,773.600, from SEK 1,515,589.232 to SEK 2,712,362.832, resulting in a dilution effect of approximately 44.12 percent.

In the event that all warrants of series TO5 and TO6 issued in the Directed Issues are exercised, the number of outstanding shares will increase by an additional 698,386,800, from 1,361,181,416 to 2,054,568,216, and the share capital will increase by SEK 1,396,773.600, from SEK 2,722,362.832 to SEK 4,109,136.432. This will result in an additional dilution effect of approximately 33.99 percent and a total dilution effect of approximately 63.12 percent.

Extraordinary General Meeting

The Board' resolution on Tranche 1:b and the proposed amendments to the Company's articles of association concerning the limits on the number of shares and share capital is conditional upon subsequent approval at the Extraordinary General Meeting intended to take place in February 2025.

The directed issues in Tranche 2 are subject to Chapter 16 of the Swedish Companies Act (2005:551) (the so-called Leo rules). Accordingly, a resolution of the Extraordinary General Meeting is only valid if it has been supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the Extraordinary General Meeting. The notice of the Extraordinary General Meeting will be published through a separate press release.

The FDI Act

Spermosens has made the assessment that the Company conducts activities worthy of protection according to the Act (2023:560) on the review of foreign direct investments, why certain investments in the Company must be notified to the ISP. Through the Directed Issues, no investor will exceed the thresholds of 10 percent, respectively, which is why no investment will be subject to notification.

Advisors

Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Directed Issues. Moll Wendén Advokatbyrå AB is legal advisor to Spermosens.

For more information

Tore Duvold, VD

info@spermosens.com

About Spermosens

Spermosens AB is a pioneering biotechnology company dedicated to advancing fertility treatments through innovative diagnostic solutions. Based in Sweden, Spermosens specializes in developing cutting-edge technologies that improve fertility outcomes and simplify the treatment process for individuals and couples facing infertility challenges. The proprietary JUNO-Checked product aims to enhance the precision and effectiveness of fertility diagnostics, ultimately helping more people achieve their dream of parenthood. Committed to scientific excellence and patient care, Spermosens collaborates with leading research institutions and commercial partners to bring transformative solutions to the market. The company's shares are listed on the Spotlight Stock Market. The shares have ISIN code SE0015346424 and are traded under the short name SPERM. For more information, see www.spermosens.com.

Important information

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Directed Issues.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issues. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly 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 to do so by law or the rules of Spotlight Stock Market.

This disclosure contains information that Spermosens 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 23-12-2024 08:53 CET.

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