The extraordinary general meeting (EGM) of Prolight Diagnostics AB (publ) (the “Company”) took place on 27 November 2023 in Lund. The EGM resolved in accordance with the proposals by the board of directors. The main content of the main resolutions is described below.
Resolution regarding the change of the articles of association
The EGM resolved to amend the articles of association. The resolution means that two different articles of association were adopted. Depending on the outcome of the previously disclosed rights issue, one of the articles of association will be registered with the Swedish Companies Registration Office. The EGM resolved to authorize the board of directors to choose which of the adopted articles of association that shall be registered with the Swedish Companies Registration Office.
If the articles of association are registered in accordance with alternative 1, the amendment means that the limits for the share capital will be amended to be not less than SEK 49,000,000 and not more than SEK 196,000,000 and that the limits for the number of shares will be amended to be not less than 490,000,000 and not more than 1,960,000,000.
If the articles of association are registered in accordance with alternative 2, the amendment means that the limits for the share capital will be amended to be not less than SEK 56,450,000 and not more than SEK 225,800,000 and that the limits for the number of shares will be amended to be not less than 564,500,000 and not more than 2,258,000,000.
Resolution on approval of the board of directors’ resolution to issue shares and warrants with pre-emption right for existing shareholders.
The EGM resolved, in accordance with the proposal by the board of directors, to approve the board of directors’ resolution from 26 October 2023 to issue shares and warrants with pre-emption right for the Company’s existing shareholders. The resolution means that the Company’s share capital is increased by not more than SEK 28,226,945.40 through the issuance of shares. Furthermore, the resolution means that the Company’s share capital may be increased by an additional maximum of SEK 28,226,945.40 upon full exercise of the issued warrants of series TO6 and a maximum of SEK 14,113,472.70 upon full exercise of the issued warrants of series TO7.
A maximum of 141,134,727 units may be issued. Existing shareholders have pre-emption right to subscribe for units in proportion to the number of shares they already own. For each existing share held on the record date, shareholders will receive one (1) unit right. Two (2) unit rights entitle the right to subscribe for one (1) unit, i.e. two (2) new shares, two (2) new warrants of series TO6, and one (1) new warrant of series TO7.
One (1) warrant of series TO6 entail the right to subscribe for one (1) new share in the Company during the period 20 May 2024 up to and including 31 May 2024 at a subscription price corresponding to 70 percent of the volume-weighted average price paid for the Company’s share on NGM Nordic SME or a corresponding market place during the period from and including 2 May 2024 up to and including 16 May 2024, however, not less than the share’s quota value (currently SEK 0.10) and not more than SEK 0.4375.
One (1) warrant of series TO7 entail the right to subscribe for one (1) new share in the Company during the period 7 October 2024 up to and including 18 October 2024, at a subscription price corresponding to 70 percent of the volume-weighted average price paid for the Company’s share on NGM Nordic SME or a corresponding market place during the period from and including 20 September 2024 up to and including 3 October 2024, however, not less than the share’s quota value (currently SEK 0.10) and not more than SEK 0.70.
The record date for participation in the rights issue is 30 November 2023. The last day of trading including the right to participate will be 28 November 2023. Subscription shall take place during the period from and including 4 December 2023 up to and including 18 December 2023. The issue price for each unit will be SEK 0.70, which corresponds to an issue price of SEK 0.35 per newly issued share. The warrants are not issued against payment.
The rights issue is guaranteed up to approximately 76.1 percent.
The proceeds from the issue will be used to develop a commercial system ready for clinical validation by creating a pilot production line of test cards and instruments, conducting user-friendliness and stability studies, and focusing on business development, such as partnerships for market access
Resolution on issue of shares with deviation from the shareholders’ pre-emption rights
The EGM resolved, in accordance with the proposal by the board of directors, to issue shares with deviation from the shareholders’ pre-emption rights. The resolution means that the Company’s share capital is increased by not more than SEK 5,969,387.60 through the issue of not more than 59,693,876 shares. The shares are issued at a subscription price of SEK 0.35 per share. The reason for the deviation from the shareholders’ pre-emption rights is that the Company shall be able to fulfil its obligations in the form of payment of additional purchase price in accordance with the share purchase agreement entered into with the subscribers in connection with the Company’s acquisition of all shares in Psyros Diagnostics Ltd. The right to subscribe for new shares shall belong to Steven Ross, Aileen McGettrick, Paul Monaghan and Julie Richards in equal parts.
