Members of the Board of Directors, management and external investors have undertaken to exercise warrants of approximately SEK 4.3 million, corresponding to 32.9 percent of outstanding warrants of series TO7

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Prolight Diagnostics AB (publ) (“Prolight” or the “Company”) hereby announces that the Company has obtained subscription commitment agreements for the exercise of warrants of series TO7 from members of the Board and management in the Company, as well as external investors, amounting to approximately SEK 4.3 million, corresponding to approximately 32.9 percent of the total amount of outstanding warrants of series TO7. Prior to the exercise of warrants of series TO7, the Board of Directors and management’s insider ownership in the Company amounts to approximately 25 percent of the outstanding shares. The exercise period for the warrants of series TO7 is currently ongoing and will continue up until October 18, 2024.

The Board and management in the Company, as well as external investors, intend to exercise 35,782,128 warrants of series TO7, corresponding to a total of approximately SEK 4.3 million. Entered subscription commitments cover approximately 32.9 percent of all outstanding warrants of series TO7. If all the warrants of series TO7 are exercised, the Company will receive approximately SEK 13.1 million before issuing costs.

“We are very pleased with the great interest already shown, both internally and externally, to join and support the company as we enter an exciting period filled with significant milestones. We hope that as many of our warrant holders of series TO7 as possible will also participate, so that we can accelerate our efforts”, says Ulf Bladin, CEO of Prolight Diagnostics.

Summarized terms for the warrants of series TO7:

Exercise period: October 7, 2024 – October 18, 2024.

Exercise price: SEK 0.12 per share.

Issue size: 108,756,747 warrants of series TO7 entitling to subscription of 108,756,747 shares. If all the warrants are exercised the Company will receive approximately SEK 13.1 million before issuing costs.

Last day for trading with warrants of series TO7: October 15, 2024.

Note that the warrants that are not exercised at latest on October 18, 2024, or sold at the latest on October 15, 2024, will expire without value. For the warrants not to lose their value, the holder must actively exercise the warrants for subscription of new shares or sell the warrants. Please observe that certain nominees might close their application earlier than October 18, 2024.

Shares, share capital, and dilution

If all warrants of series TO7 are exercised the total number of shares in the Company will increase by 108,756,747, from 597,287,105 shares to 706,043,852 shares, and the share capital will increase with SEK 10,875,674.70, from SEK 59,728,710.50 to SEK 70,604,385.20. This corresponds to a maximum dilution of approximately 15.4 percent of the total number of shares and 15.4 percent of the total number of votes in the Company. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

How the warrants are exercised:

Nominee-registered warrants (Custody account)
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account)
No accounts for issuing nor any instructions regarding payments will be sent out. Subscription will be made through simultaneous payment in accordance with the instructions on the application form. The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.

The application form including instructions for payment will be available at the Company’s website, www.prolightdx.com.

Advisors
Mangold Fondkommission AB is financial advisor and Advokatfirman Lindahl KB is legal advisor to the Company in connection with the exercise of the warrants of series TO7.

About Us
Prolight Diagnostics AB develops innovative Point-of-Care (POC) systems. These are small, portable instruments and disposable cartridges for performing in-vitro diagnostic (IVD) tests from a drop of blood.
We want to offer the foremost POC systems on the market for quick, reliable diagnosis of acute events. Our launch product will be for the measurement of troponin, to aid in the rule-in and rule-out of myocardial infarction.

The company’s share is traded on the NGM Nordic SME marketplace, under the ticker PRLD.

Important information

Publication, release, or distribution of this press release October in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.
The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Prolight. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”), and this press release neither identifies nor purports to identify risks (direct or indirect) that October be associated with an investment in shares, warrants or other securities in Prolight. The information in this press release is only intended to describe the background to the exercise of the warrants and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release.

The information in this press release October not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction October constitute violations of applicable securities laws. No shares, warrants or other securities in Prolight have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the “Securities Act”) or securities legislation in any state or other jurisdiction in the United States, and October not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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.

Members of the Board of Directors, management and external investors have undertaken to exercise warrants of approximately SEK 4.3 million, corresponding to 32.9 percent of outstanding warrants of series TO7

Members of the Board of Directors, management and external investors have undertaken to exercise warrants of approximately SEK 4.3 million, corresponding to 32.9 percent of outstanding warrants of series TO7

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