Summary

• The subscription price in the Rights Issue has been set to SEK 0.1 per unit, corresponding to SEK 0.01 per ordinary share. The subscription price has, in accordance with the principles set out in the Company’s press release of 2 December 2024, been set at a discount to TERP (theoretical share price after separation of unit rights) of approximately 40 percent based on the volume-weighted average share price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 3 January 2025 up to and including 17 January 2025, multiplied by ten (10) (i.e. SEK 0.1 per unit). The set subscription price entails a discount of approximately 37 percent in relation to TERP calculated in accordance with the foregoing, i.e. the subscription price has been set based on the condition that the subscription price per unit shall not be less than SEK 0.1. The warrants issued in the Rights Issue were initially referred to as warrants series TO 10 and TO 11, but since the Company has subsequently been informed that the warrants in Euroclear Sweden AB's account management system will be referred to as warrants series TO 12 and TO 13, the warrants will instead be referred to as such in all contexts in the future. The warrants series TO 12 and TO 13 are issued free of charge.
• Anyone who is registered as a shareholder in Alligator Bioscience on the record date, 27 January 2025, will receive thirty seven (37) unit rights per one (1) existing ordinary share in the Company. Ten (10) unit rights entitle the holder to subscribe for one (1) unit. Each unit consists of ten (10) ordinary shares, ten (10) warrants series TO 12 and five (5) warrants series TO 13. The warrants series TO 12 and TO 13 are intended to be admitted to trading on Nasdaq Stockholm.
• The Rights Issue entails the issuance of a maximum of 2,810,919,873 units, corresponding to 28,109,198,730 ordinary shares, 28,109,198,730 warrants series TO 12 and 14,054,599,365 warrants series TO 13. Following the completion of the Rights Issue, the Board of Directors intends to evaluate the implementation of a reverse share split.
• One (1) warrant series TO 12 entitles the holder to subscription of one (1) ordinary share in the Company during the period from and including 5 May 2025 up to and including 19 May 2025, and one (1) warrant series TO 13 entitles the holder to subscription of one (1) ordinary share in the Company during the period from and including 1 September 2025 up to and including 15 September 2025.
• Upon full subscription in the Rights Issue, Alligator Bioscience will initially receive approximately SEK 281 million before issue costs. In the event the warrants series TO 12 and series TO 13 are fully exercised for subscription of new ordinary shares, at the same subscription price per ordinary share as in the Rights Issue, the Company will receive additional proceeds of approximately SEK 281 million in May 2025 and approximately SEK 141 million in September 2025, before issue costs.
• The subscription period in the Rights Issue will run from and including 29 January 2025 up to and including 12 February 2025.
• The Company intends to use the net proceeds from the Rights Issue, after repayment of the bridge loan and repayment of outstanding convertibles and part of the outstanding loan to Fenja Capital II A/S, to support the development of mitazalimab towards Phase 3 and the work to secure a partnership for mitazalimab, including preparational commercialization activities, as well as for general corporate purposes and restructuring costs.
• The Rights Issue is covered by subscription undertakings up to approximately 6 percent and by guarantee commitments up to approximately 44 percent, corresponding to a total of approximately 50 percent of the Rights Issue.

Terms of the Rights Issue
The Rights Issue was resolved by the board of directors on 2 December 2024 and approved by the extraordinary general meeting on 13 January 2025. Anyone who is registered as a shareholder in Alligator Bioscience on the record date, 27 January 2025, will receive thirty seven (37) unit rights per one (1) existing ordinary share in Alligator Bioscience. Ten (10) unit rights entitles the holder to subscribe for one (1) unit. Each unit consists of ten (10) ordinary shares, ten (10) warrants series TO 12 and five (5) warrants series TO 13. The warrants issued in the Rights Issue were initially referred to as warrants series TO 10 and TO 11, but since the Company has subsequently been informed that the warrants in Euroclear Sweden AB's account management system will be referred to as warrants series TO 12 and TO 13, the warrants will instead be referred to as such in all contexts in the future. The warrants series TO 12 and TO 13 are intended to be admitted to trading on Nasdaq Stockholm.

The Rights Issue entails the issuance of a maximum of 2,810,919,873 units, corresponding to 28,109,198,730 ordinary shares, 28,109,198,730 warrants series TO 12 and 14,054,599,365 warrants series TO 13. Following the completion of the Rights Issue, the Board of Directors intends to evaluate the implementation of a reverse share split.

The subscription price in the Rights Issue has been set to SEK 0.1 per unit, corresponding to SEK 0.01 per ordinary share. The subscription price has, in accordance with the principles set out in the Company’s press release of 2 December 2024, been set at a discount to TERP (theoretical share price after separation of unit rights) of approximately 40 percent based on the volume-weighted average share price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 3 January 2025 up to and including 17 January 2025, multiplied by ten (10) (i.e. SEK 0.1 per unit). The set subscription price entails a discount of approximately 37 percent in relation to TERP calculated in accordance with the foregoing, i.e. the subscription price has been set based on the condition that the subscription price per unit shall not be less than SEK 0.1. The warrants series TO 12 and series TO 13 are issued free of charge. Upon full subscription in the Rights Issue, Alligator Bioscience will initially receive approximately SEK 281 million before issue costs. In the event the warrants series TO 12 and series TO 13 are fully exercised for subscription of new ordinary shares, at the same subscription price per ordinary share as in the Rights Issue, the Company will receive additional proceeds of approximately SEK 281 million in May 2025 and approximately SEK 141 million in September 2025, before issue costs.

Subscription of units with or without preferential rights shall be made during the period from and including 29 January 2025 up to and including 12 February 2025. Unit rights that are not exercised during the subscription period become invalid and lose their value. Trading in unit rights takes place on Nasdaq Stockholm during the period from and including 29 January 2025 up to and including 7 February 2025 and trading in BTU (paid subscribed units) during the period from and including 29 January 2025 up to and including 4 March 2025.

One (1) warrant series TO 12 entitles the holder the right to subscribe for one (1) new ordinary share in the Company at a subscription price corresponding to seventy (70) percent of the volume-weighted average price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 11 April 2025 up to and including 28 April 2025, however not lower than the higher of (i) the quota value of the share or (ii) SEK 0.01, and not higher than SEK 0.0125, corresponding to 125 percent of the subscription price per ordinary share in the Rights Issue. Subscription of ordinary shares by exercise of warrants series TO 12 shall be made during the period from and including 5 May 2025 up to and including 19 May 2025.

One (1) warrant series TO 13 entitles the holder the right to subscribe for one (1) new ordinary share in the Company at a subscription price corresponding to seventy (70) percent of the volume-weighted average price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 14 August 2025 up to and including 27 August 2025, however not lower than the higher of (i) the quota value of the share or (ii) SEK 0.01, and not higher than SEK 0.0125, corresponding to 125 percent of the subscription price per ordinary share in the Rights Issue. Subscription of ordinary shares by exercise of warrants series TO 13 shall be made during the period from and including 1 September 2025 up to and including 15 September 2025.

If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the issue: firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units; secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and thirdly, to those who have provided guarantee commitments with regard to subscription of units, in proportion to such guarantee commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.

Upon full subscription in the Rights Issue, the share capital will increase by a maximum of SEK 22,487,358.984 to SEK 23,095,748.7784 by the issuance of a maximum of 28,109,198,730 new ordinary shares, resulting in that the total number of outstanding shares in the Company will increase from 760,487,243 to 28,869,685,973, whereof 28,868,906,804 are ordinary shares and 779,169 are series C shares. Shareholders who choose not to participate in the Rights Issue will, provided that the Rights Issue is fully subscribed, have their ownership of ordinary shares diluted by approximately 97.4 percent, but are able to financially compensate for this dilution by selling their unit rights.

If all warrants series TO 12 are fully exercised for subscription of new ordinary shares in the Company, the share capital will increase by an additional SEK 22,487,358.984 to SEK 45,583,107.7624, by the issuance of an additional maximum of 28,109,198,730 ordinary shares, resulting in that the total number of outstanding shares in the Company will increase to 56,978,884,703, whereof 56,978,105,534 are ordinary shares and 779,169 are series C shares. Shareholders who choose not to exercise their warrants will have their ownership of ordinary shares diluted by an additional approximately 49.3 percent.

If all warrants series TO 13 are fully exercised for subscription of new ordinary shares in the Company, the share capital will increase by an additional SEK 11,243,679.492 to SEK 56,826,787.2544, by the issuance of an additional maximum of 14,054,599,365 ordinary shares, resulting in that the total number of outstanding shares in the Company will increase to 71,033,484,068, whereof 71,032,704,899 are ordinary shares and 779,169 are series C shares. Shareholders who choose not to exercise their warrants will have their ownership of ordinary shares diluted by an additional approximately 19.8 percent.

The total dilution effect in the event that both the Rights Issue and all warrants series TO 12 and TO 13 are subscribed for, and exercised, in full, amounts to approximately 98.9 percent.

Subscription undertakings and guarantee commitments
The Company has received subscription undertakings from a number of existing shareholders, including Roxette Photo SA as well as the Company’s chairman of the Board, Anders Ekblom, and CEO, Søren Bregenholt, amounting in total to approximately SEK 16 million, corresponding to approximately 6 percent of the Rights Issue. No compensation will be paid for subscription undertakings.

The Company has also entered into agreements with a number of external investors on guarantee commitments of a total of approximately SEK 124 million, corresponding to approximately 44 percent of the Rights Issue. The guarantee commitments are composed partly of a so called top guarantee of SEK 20 million and partly of so called bottom guarantees of a total of approximately SEK 104 million. According to the guarantee agreements, for the top guarantee as well as for the bottom guarantees, cash compensation is paid with 12 percent of the guaranteed amount, corresponding to a total of approximately SEK 15 million, or 14 percent of the guaranteed amount in the form of newly issued units in the Company, with the same terms and conditions as for units in the Rights Issue, including the subscription price in the Rights Issue.

In total, the Rights Issue is covered by subscription undertakings and guarantee commitments amounting up to approximately SEK 140 million, corresponding to approximately 50 percent of the Rights Issue.

In order to enable issue of units as guarantee compensation to the guarantors who choose to receive guarantee compensation in the form of newly issued units, the extraordinary general meeting on 13 January 2025 resolved to authorize the board of directors to resolve on issue of such units to guarantors.

A subscription of units in the Rights Issue (other than by exercising preferential rights) which result in an investor acquiring a shareholding corresponding to or exceeding a threshold of ten (10) percent or more of the total number of votes in the Company following the completion of the Rights Issue, must prior to the investment be filed with the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter). To the extent any guarantors’ fulfilment of their guarantee commitment entails that the investment must be approved by the Inspectorate of Strategic Products in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), such part of the guarantee is conditional upon notification that the application of the transaction is left without action or that approval has been obtained from the Inspectorate of Strategic Products.

Preliminary time plan for the Rights Issue

Lock-up agreements
In connection with the Rights Issue, all shareholding members of the board of directors and senior management in Alligator Bioscience have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or carry out other transactions with a similar effect as a sale unless, in each individual case, first having obtained written approval from Vator Securities AB. Decisions to give such written consent are resolved upon by Vator Securities AB and an assessment is made in each individual case. Consent may depend on both individual and business reasons. The lock-up undertakings only cover the shares held prior to the Rights Issue and the lock-up period lasts for 180 days after the announcement of the Rights Issue.

Prospectus
Full terms and conditions for the Rights Issue, as well as other information about the Company will be presented in the prospectus that the Company is expected to publish around 24 January 2025 (the “Prospectus”).

Advisers
Vator Securities AB acts as Sole Global Coordinator and bookrunner in connection with the Rights Issue and Van Lanschot Kempen N.V. acts as financial adviser to Alligator Bioscience in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal adviser to Alligator Bioscience in connection with the Rights Issue. Vator Securities AB acts as the issuing agent in connection with the Rights Issue.