Spermosens publishes information memorandum due to upcoming rights issue of units

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The Board of Directors of Spermosens AB (publ) ("Spermosens" or the "Company") has, in connection with the Company's upcoming rights issue of units that was announced on 3 October 2024 (the "Rights Issue"), prepared an information memorandum (the "Memorandum”). The Memorandum is now available on the Company’s website.

The Memorandum has been prepared in connection with the Rights Issue that was announced on 3 October 2024. The Memorandum, containing complete terms and conditions regarding the Rights Issue, is now available on Spermosens’ website (www.spermosens.com) and Eminova Fondkommission’s website (www.eminova.se). The Memorandum will also be available on Spotlight Stock Markets' website (www.spotlightstockmarket.com). Subscription forms will be made available on the Company's and Eminova Fondkommission’s websites before the subscription period begins. For more information about the Rights Issue, please refer to the Memorandum.
 

Summary of the Rights Issue

• Existing shareholders will receive one (1) unit right for each share held on the record date on 7 November 2024. One (1) unit right entitle the holder to subscribe for one (1) unit in the Company. Each unit consists of eight (8) new shares, two (2) warrants of series TO 5, and four (4) warrants of series TO 6.

• The Rights Issue comprises a maximum of 283,607,120 units, corresponding to a maximum of 2,268,856,960 shares, 567,214,240 warrants of series TO 5, and 1,134,428,480 warrants of series TO 6. Upon full subscription in the Rights Issue, Spermosens will initially receive approximately SEK 22.7 million before deduction of issue costs. In the event that all warrants of series TO 5 and TO 6 issued in the Rights Issue are exercised for subscription of shares, the Company will receive maximum additional proceeds of approximately SEK 22.7 million before deduction of issue costs.

• The last day of trading in Spermosens’ share including the right to receive unit rights in the Rights Issue was 5 November 2024. The shares are traded excluding the right to receive unit rights in the Rights issue from 6 November 2024.

• The subscription price in the Rights Issue is SEK 0.08 per unit, corresponding to SEK 0.01 per share. The warrants are issued free of charge.

• The subscription period in the Rights Issue runs between 11 November - 25 November 2024.

• One (1) warrant of series TO 5 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 TO 5 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 Rights Issue. One (1) warrant of series TO 6 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 TO 6 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 Rights Issue.

• Warrants of series TO 5 and TO 6 are expected to be admitted for trading on Spotlight Stock Market in close connection with the registration of the Rights Issue with the Swedish Companies Registration Office and the conversion of BTU (paid subscribed unit) to ordinary shares and warrants.

Preliminary timeline for the Rights Issue

6 November 2024: First day of trading in shares excluding right to receive unit rights

7 November 2024: Record date for the Rights Issue

11 November – 25 November 2024: Subscription period

11 November – 20 November 2024: Trading in unit rights

11 November 2024 until the Rights Issue is registered with the Swedish Companies Registration Office: Trading in BTUs

27 November 2024: Expected announcement of the outcome in the Rights Issue

CEO Statement

Many people struggle to have their own babies and most of us know someone in this difficult situation and how hard that can be. Infertility is one of the big challenges of our time and the low fertility rate threatens our society with dramatic demographic changes. Infertility has become a critical issue for many governments across Europe, the US, China and Japan. Efforts to raise awareness and improve access to fertility diagnostics and treatment are now high on the political agenda.

Male infertility, which accounts for a significant portion of these challenges, remains poorly understood and often overlooked. This is largely due to the lack of effective diagnostic tools, leading to many failed IVF cycles, which are both emotionally challenging for patients and costly for society.

At Spermosens, we are committed to finding new solutions that address male infertility. Our unique product, JUNO-Checked, aims to provide a much-needed breakthrough by improving the understanding of male fertility and enabling more personalized treatments that could increase success rates. Additionally, JUNO-Checked has potential applications for sperm banks, helping them ensure the highest quality sperm, and may even assist in identifying when a man has optimal sperm quality for natural conception—offering new hope for couples seeking to conceive.

I joined Spermosens alongside our new Chairman in May this year. Both of us bring extensive experience in life sciences—with both successes and setbacks. We found that Spermosens may offer something very special in an area with large unmet needs. What caught our attention and sparked the interest was a unique opportunity to develop a groundbreaking solution for assessing male infertility. JUNO-Checked is the first product capable of measuring a sperm cell's ability to bind to the egg, offering an entirely new approach to fertility diagnostics. We were also pleased to see the strong patent protection in place until 2039, with patents already granted in key markets such as the U.S., Japan, and the EU.

However, we also recognized some significant challenges. The Company was underfunded, there was limited clinical evidence to support the product and there was no clear or realistic plan for commercialization. It became evident that several things needed to change for Spermosens to reach its potential. In response, we quickly revised our strategy and plans which are formed around three key pillars:

1. CLINICAL EVIDENCE: We launched a clinical study to demonstrate the diagnostic value of JUNO-Checked, which is essential for making the product relevant and attractive to potential partners and the market.

2. COMMERCIALIZING THROUGH PARTNERSHIPS: Rather than taking the risky and capital-intensive approach of registering, marketing, and distributing the product, we opted for a more realistic strategy of forming partnerships to commercialize JUNO-Checked through licensing agreements. This approach lowers our capital requirements and accelerates potential revenue streams through upfront payments, milestones, and royalties.

3. EFFICIENCY AND COST REDUCTIONS: We conducted a thorough review of the Company's activities and costs. By streamlining operations and focusing on the essentials, we have cut costs by more than 50 percent, significantly reducing our capital needs going forward.

Since May, we have already achieved substantial progress. Most notably, we received approval from the ethics committee to begin our clinical trial at the Reproductive Medicine Center (RMC) in Malmö, one of Sweden's largest IVF clinics. In October, we recruited the first couple for the study, and we have since seen a steady flow of participants. In collaboration with our development and manufacturing partner, Flex Medical Solutions (FMS), we successfully developed the next generation of JUNO-Checked with improved biosensors, which are now being used in the clinical trial. In July, we initiated business development efforts to identify capable partners to register, launch, and commercialize JUNO-Checked in key markets. We are already engaged in serious discussions with potential partners and have signed a memorandum of understanding with a Japanese company. This work continues alongside our clinical study. We have also streamlined the organization, focusing on core activities and reducing costs. These changes have made the operations more efficient, with a substantially lower capital requirement.

While we have made meaningful progress, there is still much to accomplish, and securing financing remains crucial. This is why we are offering new and existing shareholders the opportunity to join or continue this journey with us. I understand that many shareholders may have concerns about the Company's performance in the past, and I want to emphasize that the changes we have implemented represent a new beginning for Spermosens. We have a solid strategy in place, an enhanced product, a clinical trial that is well underway and a realistic commercialization strategy through partnerships and license agreements.

The ongoing clinical trial has the potential to generate valuable evidence within a relatively short time frame, and we will provide updates on interim results as they become available. Positive results will unlock the value of JUNO-Checked and make it highly attractive to licensing partners in the growing infertility diagnostics market. The potential impact of our product is significant, and with continued progress in both our clinical study and business development efforts, Spermosens is well-positioned to deliver value to our shareholders.

Thank you for your continued trust and support.

TORE DUVOLD

CEO

Advisors

Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue.

For more information please contact: 

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 release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. This press release neither identifies nor pretends to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is only for the purpose of describing the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given as to the information in this press release regarding its accuracy or completeness. This press release does not constitute or form part of an offer or solicitation 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 exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within 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 the 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, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States, Russia, Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or current expectations and goals for the Company's future operations, financial situation, liquidity, earnings, prospects, expected 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 with words such as "believe", "expect", "anticipate", "refer", "can", "plan", "appreciate", "will", "should", "could ", "aim" or "maybe" or, in each case, their negative, or similar, expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any guarantees that they will occur or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or results may differ significantly from those set forth in the forward-looking statements which are the result of many factors. Such risks, uncertainties, unforeseen events, and other significant factors may cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The Company does not guarantee that the assumptions behind the forward-looking statements in this press release are free from errors and each reader should not place any excessive dependence on the forward-looking statements in this press release. The information, opinions and forward-looking statements in this press release relate only to the situation at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or publish any revisions of forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or by Spotlight Stock Market’s regulations for issuers.

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