Prostatype Genomics AB resolves on a directed issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED UNDER SWEDISH LAW. PLEASE REFER TO “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
The Board of Directors of Prostatype Genomics AB ("Prostatype Genomics" or the "Company") has today resolved to carry out a directed issue of units, pursuant to the authorization granted by the 2026 Annual General Meeting, in accordance with the bottom underwriting and top-down underwriting agreements entered into between Vator Securities AB and the Company and in accordance with agreement between the Company and Tobias Wåhlin, which agreements were entered into ahead of the rights issue of units resolved by the Board of Directors on 29 June 2026 and the outcome of which was announced on 27 July 2026 (the "Rights Issue").
Today, the Board of Directors, pursuant to the authorization granted by the Annual General Meeting held on 22 June 2026, resolved to carry out a directed issue of 3,423,452 units, corresponding to 27,387,616 shares, 6,846,904 warrants of series TO6, and 13,693,808 warrants of series TO7, to Vator Securities AB and Tobias Wåhlin, whereby Vator Securities AB is entitled to subscribe for 3,313,125 units and Tobias Wåhlin is entitled to subscribe for 110,327 units. The purpose of the directed issue, and the reason for deviating from the shareholders' preferential rights, is to fulfil the Company's obligations towards Vator Securities AB under the entered into bottom underwriting and top-down underwriting agreements and in accordance with the agreement with Tobias Wåhlin regarding compensation for work performed in connection with the Rights Issue.
The subscription price is SEK 0.80 per unit (corresponding to SEK 0.10 per share, while the warrants of series TO6 and TO7 are issued free of charge), which corresponds to the subscription price at which the units in the Rights Issue were issued. The subscription price has been determined in accordance with the terms of the agreements entered into ahead of the Rights Issue, which agreements were negotiated on arm's length terms. The directed issue amounts to initial issue proceeds of approximately MSEK 2.7, which will be settled in full through set-off of Vator Securities AB's and Tobias Wåhlin's respective claims against the Company.
When the directed issue has been registered with the Swedish Companies Registration Office, the total number of shares in the Company will amount to 560,091,505, the share capital will amount to SEK 56,009,150.50, and there will be a total of 125,225,546 outstanding TO6 warrants and 250,451,092 outstanding TO7 warrants.
The 27,387,616 shares issued directly through the directed issue result in a dilution of approximately 4.9 percent of the total number of shares and votes in the Company. If all warrants of series TO6 and TO7 issued through the directed issue are also exercised in full, the aggregate dilution resulting from the directed issue (including the shares issued directly, but excluding already outstanding warrants) will amount to approximately 8.3 percent of the then total number of shares and votes in the Company. If, in addition, all outstanding and newly issued warrants of series TO6 and TO7 (including those issued in previous issues) are exercised in full, the aggregate dilution will amount to approximately 43.1 percent of the then total number of shares and votes in the Company.
Terms for warrants of series TO6
The terms for the TO6 warrants are the same as the terms for the corresponding series of warrants resolved in connection with the Rights Issue.
Each (1) TO6 warrant entitles the holder to subscribe for one (1) new share in the Company. The exercise price for warrants of series TO6 will be SEK 0.10 per share, corresponding to both the subscription price per share in the Rights Issue and the share's quota value.
The TO6 warrants may be exercised for subscription of new shares in Prostatype Genomics during the period from 1 September 2026 up to and including 15 September 2026. The TO6 warrants are intended to be admitted to trading on Nasdaq First North Growth Market. The last day of trading in the TO6 warrants is expected to be 11 September 2026.
Upon full exercise of all TO6 warrants at the maximum exercise price, the Company may receive proceeds of approximately SEK 12.5 million before deduction of transaction costs, which are estimated to amount to a maximum of approximately SEK 0.6 million.
The complete terms and conditions for the TO6 warrants are available on the Company's website.
Terms for warrants of series TO7
The terms for the TO7 warrants are the same as the terms for the corresponding series of warrants resolved in connection with the Rights Issue.
Each (1) TO7 warrant entitles the holder to subscribe for one (1) new share in the Company. The exercise period for the TO7 warrants is event-driven and is contingent upon the Company obtaining Medicare reimbursement approval. The exercise price shall correspond to 70 percent of the volume-weighted average price (VWAP) of the Company's share on Nasdaq First North Growth Market during a measurement period comprising the ten (10) trading days preceding the Company's announcement of Medicare reimbursement approval. However, the exercise price shall not be lower than SEK 0.10 per share and not higher than SEK 0.20 per share.
As the primary alternative, an exercise period of ten (10) trading days shall commence three (3) trading days after the Company has announced, by way of a press release, that its Medicare application has been approved, but no earlier than 1 September 2026 and no later than 7 December 2026.
Alternatively, if approval of the Company's Medicare application has not been announced and no exercise period has been determined within the timeframe set out above, the exercise period shall commence on 7 December 2026 and remain open for ten (10) trading days, up to and including 21 December 2026. In such case, the exercise price shall correspond to 70 percent of the volume-weighted average price (VWAP) of the Company's share during the ten (10) trading days ending two trading days prior to the commencement of the exercise period on 7 December 2026.
Accordingly, the ten (10) trading day exercise period for the TO7 warrants may commence no earlier than 1 September 2026 and no later than 7 December 2026.
Upon full exercise of all TO7 warrants at the maximum exercise price, the Company may receive proceeds of approximately SEK 50.1 million before deduction of transaction costs, which are estimated to amount to a maximum of approximately SEK 2.2 million.
The TO7 warrants are intended to be admitted to trading on Nasdaq First North Growth Market. The last day of trading in the TO7 warrants is expected to be no later than 17 December 2026.
The complete terms and conditions for the TO7 warrants are available on the Company's website.
Advisors
Navia Corporate Finance AB and Birchtree Advisory AB are financial advisors and Bookrunners in connection with the Rights Issue. Advokatfirman Lindahl is the legal advisor. Vator Securities AB is the issuing agent.
For more information about the Rights Issue, please contact:
Navia Corporate Finance AB
E-mail: info@naviacf.se
Website: www.naviacorporatefinance.com
or
Birchtree Advisory AB
E-mail: jonas.bjorkman@birchtreeadvisory.se
Website: www.birchtreeadvisory.se
For more information about the Company, please contact:
Fredrik Rickman, CEO Prostatype Genomics AB
Phone: +46 (0)73 049 77 01
E-mail: fredrik.rickman@prostatypegenomics.com
Certified Adviser
Tapper Partners AB
Phone: +46 (0)70 44 010 98
E-mail: ca@tapperpartners.se
About Prostatype Genomics
Prostatype® is a genetic test that is available to patients and treating urologists as a complementary decision basis for the question of treatment or non-treatment of prostate cancer. The test was developed by a research group at Karolinska Institutet and is provided by Prostatype Genomics AB.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for, or otherwise trade in shares, warrants, or other securities in Prostatype Genomics. No action has been taken, and no action will be taken, to permit an offer to the public in any jurisdiction other than Sweden. The invitation to interested persons to subscribe for shares in Prostatype Genomics has only been made through the information memorandum published by the Company on its website.
The information in this press release may not be released, published, or distributed, directly or indirectly, in or into the United States, Belarus, Russia, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, or any other jurisdiction where such action would be unlawful, subject to legal restrictions, or require measures other than those required under Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in Prostatype Genomics have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, sold, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction in the United States. This press release is distributed and directed only to persons in the United Kingdom who are (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) high net worth entities and other persons to whom this press release may lawfully be communicated, falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons must not act on or rely on the information contained in this press release. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will only be engaged in with Relevant Persons. Persons distributing this communication must satisfy themselves that such distribution is lawful.
Forward-looking statements
This press release contains forward-looking statements concerning the Company’s intentions, assessments, or expectations regarding the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “assumes,” “should,” “could,” and, in each case, their negative forms, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are in turn based on further 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 prove to be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed in the forward-looking statements for a variety of reasons.
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 through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and readers of this press release should not place undue reliance on the forward-looking statements contained herein. The information, opinions, and forward-looking statements expressed or implied in this press release speak only as of the date of this press release and are subject to change. Neither the Company nor any other party undertakes to review, update, confirm, or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the contents of this press release, except as required by law or the Nasdaq First North Growth Market Rulebook for Issuers.