SyntheticMR’s rights issue oversubscribed – preliminary outcome is announced

14 January 2025

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SyntheticMR AB (publ) ("SyntheticMR" or the "Company") announces the preliminary outcome of the Company’s rights issue of up to 17 866 405 shares, which the board of directors of the Company resolved on 28 November 2024, and which was approved by the extra general meeting held on 17 December 2024 (the “Rights Issue”). The subscription period ended on 13 January 2025 and the preliminary outcome indicates that the Rights Issue was oversubscribed and no guarantee commitments will thus need to be utilized. Through the Rights Issue, SyntheticMR will receive proceeds of approximately SEK 65 million before transaction costs.

Preliminary outcome
The preliminary outcome of the Rights Issue indicates that 17,421,729 shares, corresponding to approximately 97.5 percent of the Rights Issue, have been subscribed for by exercise of subscription rights. Additionally, applications corresponding to 12,123,015 shares have been received for subscription without the exercise of subscription rights, corresponding to approximately 67.9 percent of the Rights Issue. In aggregate, the preliminary outcome thereby indicates that approximately 165.4 percent of the Rights Issue has been subscribed for, with and without the exercise of subscription rights. The Rights Issue is thus fully subscribed and no guarantee commitments will be utilized.

Through the Rights Issue, SyntheticMR will receive issue proceeds of approximately SEK 65 million, before transaction costs, which are estimated to amount to approximately SEK 7.8 million, of which approximately SEK 3.4 million consist of cash compensation to guarantors. The preliminary outcome of the Rights Issue indicates, following registration of the Rights Issue with the Swedish Companies Registration Office (Sw. Bolagsverket), that the Company’s share capital will increase by SEK 396,634.191, from SEK 925,479.816 to SEK 1,322,114.007 and the total number of shares will increase by 17,866,405. Following the Rights Issue, the total number of shares in SyntheticMR will amount to 59,554,685 shares. Shareholders that have not participated in the Rights Issue will be diluted by preliminary approximately 30 percent.[1]

Notice of allotment
Those who have subscribed for shares without subscription rights will be allotted shares in accordance with the principles outlined in the information document published by the Company on 20 December 2024. As confirmation of allotment of shares subscribed for without subscription rights, a settlement note will be sent on or about 20 January 2025. Subscribed and allotted shares must be paid for in cash in accordance with the instructions in the settlement note. Nominee-registered shareholders will receive notice of allotment in accordance with the procedures of the nominee. Only those who have been allotted shares will be notified.

Final outcome
The final outcome of the Rights Issue is expected to be announced on 16 January 2025. The last day of trading with paid subscribed shares (Sw. BTA) is 22 January 2025. First day of trading for the new shares subscribed for with and without the exercise of subscription rights on Spotlight Stock Market is expected to be on 24 January 2025.

Advisors
Skandinaviska Enskilda Banken AB ("SEB") acts as Sole Global Coordinator and Bookrunner and Baker & McKenzie Advokatbyrå KB acts as legal advisor to the Company in connection with the Rights Issue.

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal 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 legal 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 SyntheticMR in any jurisdiction, neither from SyntheticMR nor from someone else.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company has prepared and published a disclosure document in the form prescribed by Regulation (EU) 2024/2809 ("Listing Act") Annex IX.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. SEB are acting for SyntheticMR in connection with the Rights Issue and no one else and will not be responsible to anyone other than SyntheticMR for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. SEB are not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.

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 Rights Issue 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 the USA, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, South Korea, Switzerland 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.

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" 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"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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.

Please note that an investment in the Company is subject to regulation under the Foreign Direct Investment Act (2023:560), which requires investors, under certain conditions, to notify and obtain approval from the Swedish Inspectorate for Strategic Products. Investors should make their own assessment of whether a notification obligation exists before making any investment decision regarding the Rights Issue.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. 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.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

This disclosure contains information that SyntheticMR AB 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 14-01-2025 13:59 CET.

For more information, please contact:

Johanna Norén, CFO and Head of Investor Relations

Telephone: + 46 70 619 21 00    
Email: johanna.noren@syntheticmr.com

SyntheticMR AB develops and markets innovative software solutions for Magnetic Resonance Imaging (MRI). SyntheticMR AB has developed SyMRI^®, delivering multiple, adjustable contrast images and quantitative data from a single 5-minute scan. The SyMRI product is available in different packages. SyMRI NEURO delivers multiple contrast images, tissue segmentations and quantitative data on the brain. SyMRI MSK provides multiple contrast images and quantitative data for knee and spine anatomies. SyMRI NEURO is CE-marked and FDA 510(k) cleared and SyMRI MSK is CE-marked. SyMRI is a registered trademark in Europe and the USA. SyntheticMR is listed on the Spotlight Stock Market Exchange in Stockholm, Sweden. For more information, visit www.syntheticmr.com.