Today is the first day for the exercise of Diagonal Bio AB's ("Diagonal Bio" or "the Company") warrants of series TO 2 ("TO 2") which were issued in connection with the rights issue of units (the “Rights Issue”) and the directed issue of units (the “Directed Issue”) that the Company carried out in January/February this year, as well as through the directed issue to underwriters. The exercise period runs until 18 June 2025. Holders of TO 2 have the right to subscribe for one (1) new share in Diagonal Bio for each TO 2, at a price of SEK 0.01 per share. Warrants of series TO 2 are secured to 100 percent through pre-subscription commitments from the Board of Directors, the CEO and an external warrant holder, as well as through underwriting commitments, and thus, the Company will receive approximately SEK 3.6 million through the exercise of TO 2, before transaction costs. A teaser with information about the Company and TO 2 is available on www.diagonalbio.com.

“The proceeds that the TO 2 will provide will enable us to intensify our efforts in marketing, sales, and production. We are pleased with the strong support from our board, management, as well as the underwriters, who have ensured full coverage of the TO 2. This trust highlights the confidence in our strategy and in the commercial potential of LAMPlify.” - Karin Wehlin, CEO of Diagonal Bio AB (publ)

In January/February 2025, Diagonal Bio carried out the Rights Issue and the Directed Issue. Each unit issued in the Rights Issue and the Directed Issue as well, as in the directed issue to underwriters in the Rights Issue, consisted of eighteen (18) shares and eight (8) warrants of series TO 2. Through the Rights Issue, the Directed Issue and the the directed issue to the underwriters in the Rights Issue combined, a total of 361,889,384 TO 2 were issued.

Each TO 2 entitles to subscription of one new share in Diagonal Bio to an exercise price of SEK 0.01. The exercise period for TO 2 starts today, 4 June 2025, and runs until and including 18 June 2025. The last day of trading in TO 2 is 16 June 2025. The Company will receive a maximum of approximately SEK 3.6 million through the exercise of TO 2. The proceeds will be used to strengthen the commercialisation of LAMPlify through marketing, sales and production.

Please note that if the TO 2 are owned through an investments savings account (Sw. ISK) or an endowment insurance (Sw. Kapitalförsäkring), warrant holders should contact their nominee well in advance for further instructions regarding the exercise of TO 2, as different banks may have different processing times.

Pre-subscription and underwriting commitments
The Company has received pre-subscription and underwriting commitments corresponding to a total of 100 percent of the issue volume in TO 2. The pre-subscription commitments are from the members of the Company’s Board of Directors and the CEO as well as from one external warrant holder, amounting in total to approximately SEK 0.15 million and corresponding to approximately 4.1 percent of the TO 2. All pre-subscribers have committed to exercise all their respective warrants of series TO 2.

In addition to the pre-subscription commitments, the Company has received underwriting commitments of a total of approximately SEK 3.5 million, corresponding to approximately 95.9 percent of the TO 2. The underwriters will receive a compensation of 18 percent in the form of shares to the same terms as in TO 2.

The underwriting commitments are not secured by way of a first priority transaction, bank guarantee, pledge or similar and will be utilised in case the subscription of shares in TO 2 is below 100 percent.

Any subscription of ordinary shares under the underwriting commitments will in practice be made through subscription in a directed share issue, resolved by the Board of Directors based on the authorisation from the annual general meeting on 20 May 2025 or subject to approval by a subsequent extraordinary general meeting to be convened for such purpose, after the exercise period for TO 2 has ended. The fulfilment of the underwriting commitments is thus conditional upon approval by the extraordinary general meeting, if such general meeting is needed to be convened.

Important dates

• 4 June 2025: Exercise period commences
• 16 June 2025: Last day of trading in TO 2
• 18 June 2025: Exercise period ends
• 19 June 2025: Planned date for announcement of outcome of the warrant exercise
• Around 2 July 2025: Planned date for change from interim shares to shares

Shares and share capital
Full utilisation of TO 2 will increase the number of shares in Diagonal Bio with 361,889,384 shares to a total of 1,576,854,711 shares and the share capital will increase by SEK 1,238,428.53 to SEK 5,396,184.42. The dilution at full utilisation amounts to approximately 23 percent of the capital and votes. The underwriters will receive compensation corresponding to 18 percent of their underwritten amount, in the form of shares issued through a directed issue. The directed issue to underwriters with regards to the compensation will increase the number of shares with an additional 62,467,306 shares, to a total of 1,639,322,017 shares, and the share capital will increase with an additional SEK 213,770.55 to a total of SEK 5,609,954.97.

Teaser
A teaser containing information about the Company, objectives and more details as well as terms and conditions for TO 2 is available at www.diagonalbio.com. The memorandum published in connection with the Rights Issue can also be found at the Company’s website.

Advisors
Navia Corporate Finance AB is the financial advisor in connection with the exercise of warrants of series TO 2. Setterwalls Advokatbyrå AB is the legal advisor to Diagonal Bio and Aqurat Fondkommission AB is the issuing agent.

For additional information about warrants of series TO 2, please contact:
Navia Corporate Finance AB
E-mail: info@naviacf.se

For additional information about Diagonal Bio, please contact:
Karin Wehlin, CEO
Phone: +46 70 305 24 88
E-mail: kw@diagonalbio.com

About Diagonal Bio
Diagonal Bio AB was founded in 2020 and is a Swedish biotechnology company with headquarters and offices in Lund. The Company develops the PANVIRAL® platform to detect and diagnose small sections of pathogen genomes, for example viruses, bacteria and fungi. The Company was founded with the goal of reducing human suffering by revolutionising global diagnostics of pathogen-borne diseases with proprietary technology. Diagonal Bio's patented technology can also be used for the less regulated market segments via LAMPlify®.

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Diagonal Bio. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Diagonal Bio will only be made through the memorandum that the Company published on 22 January 2025 on Diagonal Bio’s website www.diagonalbio.com. The memorandum does not constitute a prospectus as defined in the provisions of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council (“Prospectus Regulation”) and has not been reviewed, registered or approved by the Swedish Financial Supervisory Authority. The offering in the memorandum was exempt from the prospectus obligation in accordance with Article 3 (2) of the Prospectus Regulation and Chapter 2, Section 1 of the EU Prospectus Regulation (Supplemental Provisions) Act (2019:414) due to the fact that the amount offered by the Company to the public was less than EUR 2.5 million. This release is not a prospectus in accordance with the definition in the Prospectus Regulation and, accordingly, does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Diagonal Bio. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the TO 2, any investment decision should only be made based on the information in the memorandum. Thus, investors are encouraged to review the memorandum in its entirety.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Diagonal Bio have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the European Union (“EU”), such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

Since Diagonal Bio conducts essential services according to the FDI-act certain investments in the TO 2 may require review by the ISP. Diagonal Bio will, no later than in connection with the publication of the memorandum, publish more information about this on Diagonal Bio’s website, www.diagonalbio.com.