Neola Medical AB (”Neola Medical” or the ”Company”) has, in accordance with the intention announced by the Company through a press release earlier today on 12 March 2025, resolved on a directed issue of a total of 7,800,000 new shares (the “Directed Issue”). The decision on the Directed Issue was made with the support of the authorisation from the annual general meeting on 22 May 2024. Through the Directed Issue, Neola Medical will receive approximately SEK 20 million before issue costs. The subscription price in the Directed Issue was set at SEK 2.50 per share through an accelerated bookbuilding procedure conducted by Svenska Handelsbanken AB (publ) (“Handelsbanken”). The Directed Issue was subscribed for by several institutional investors, as well as certain existing shareholders.

The Directed Issue

The Board of Directors of Neola Medical has today resolved on a directed issue of a total of new shares. The decision was made based on the authorisation granted by the annual general meeting on 22 May 2024. The Directed Issue has been subscribed for by a number of institutional investors, including Cicero Fonder and Adrigo Fonder, as well as certain existing larger shareholders, including Anmiro AB. Through the Directed Issue, the Company will receive SEK 19,500,000 before issue costs.

The subscription price in the Directed Issue amounts to SEK 2.50 per share and has been determined through an accelerated bookbuilding procedure carried out by Handelsbanken in its capacity as Sole Manager and Bookrunner. The subscription price corresponds to a discount of approximately 2.34 per cent in relation to the closing price of the Company's share on Nasdaq First North Growth Market on 12 March 2025. To facilitate the implementation of the Directed Issue, the new shares have initially been subscribed for by Handelsbanken at an amount corresponding to the quota value of the shares, for onward transfer to the final investors at the price of SEK 2.50 per share, which is ultimately transferred to the Company.

Use of proceeds from the Directed Issue

The proceeds from the Directed Issue will be used to support the Company's clinical studies and the ongoing regulatory process for market authorisation.

“I would like to extend my sincere gratitude to both new and existing shareholders for your trust in this directed share issue. It is a true strength for Neola Medical to welcome our first institutional investors, who complement our already strong shareholder base and share a long-term commitment to the company. With this directed share issue, we are now continuing our work on clinical studies on preterm born babies and preparations for the planned FDA application for market approval of Neola® in the U.S. Your support is essential to our ambition of providing preterm born babies around the world with a safer and stronger start in life, as we continue to drive the company forward and create sustainable, long-term shareholder value.”, says Hanna Sjöström, CEO of Neola Medical

Reasons for deviation from the shareholders' preferential rights and the basis for the subscription price

Prior to the decision to carry out the Directed Issue, the Board of Directors has carefully considered alternative financing solutions, including the conditions for carrying out an issue of shares with preferential rights for the Company's shareholders. However, the Board of Directors has concluded, on an overall assessment and after careful consideration, that an issue with deviation from the shareholders' preferential rights is the most favourable for the Company and its shareholders. The Directed Issue strengthens Neola Medical's shareholder base with investors with a long-term interest and commitment in the Company and its future development, which creates favourable conditions for future stability and security for both the Company and the other shareholders. The deviation from the shareholders' preferential rights also enables the Company to strengthen its cash position in a timely and cost-effective manner. It is the Board of Directors' assessment that the result of the Directed Issue could not have been achieved within the same time period and on the same terms within the framework of a rights issue. In light of the above, the Board of Directors makes the assessment that there are reasons to deviate from the main rule of conducting a new share issue with preferential rights for existing shareholders.

As the subscription price in the Directed Issue has been determined through an accelerated book-building procedure, the Board of Directors considers that the marketability of the subscription price has been ensured.

Number of shares, share capital and dilution

Through the Directed Issue, the number of shares will increase by 7,800,000 from 70,150,234 to 77,950,234 shares. The share capital will increase by approximately SEK 557 145.10 from approximately SEK 5,010,751.19 to approximately SEK 5,567,896.29. The dilution for existing shareholders amounts to approximately 10 per cent. 

Lock-up commitments

In connection with the Directed Issue, the Board of Directors of Neola Medical and its management have agreed to enter into customary 90-day lock-up undertakings, not to assign or undertake other dispositions in regard to shares or other financial instruments in the Company without the prior approval of Handelsbanken.

Advisors

Handelsbanken is acting as Sole Manager and Bookrunner in connection with the Directed Issue. Eversheds Sutherland Advokatbyrå AB is acting as legal advisor in connection with the Directed Issue.

IMPORTANT INFORMATION

THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS PRESS RELEASE MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS IN THE JURISDICTIONS IN WHICH THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH LEGAL RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR USING THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IN ACCORDANCE WITH THE APPLICABLE RULES IN EACH JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION, NEITHER FROM THE COMPANY NOR FROM ANY OTHER PERSON.

THIS PRESS RELEASE IS NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”) AND HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION. THE COMPANY HAS NOT AUTHORISED ANY OFFER TO THE PUBLIC OF SECURITIES IN ANY MEMBER STATE OF THE EEA AND NO PROSPECTUS HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PRIVATE PLACEMENT. IN EACH MEMBER STATE OF THE EEA, THIS COMMUNICATION IS ONLY ADDRESSED TO ‘QUALIFIED INVESTORS’ IN THAT MEMBER STATE AS DEFINED IN THE PROSPECTUS REGULATION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING OF SUCH SECURITIES IN THE UNITED STATES. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT MAY NOT BE ANNOUNCED, PUBLISHED, COPIED, REPRODUCED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND PROVINCES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, BELARUS, SINGAPORE, NEW ZEALAND, JAPAN, SOUTH KOREA, CANADA, RUSSIA, SWITZERLAND, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION OF THIS INFORMATION WOULD BE UNLAWFUL OR WHERE SUCH ACTION IS SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES THAN THOSE REQUIRED BY SWEDISH LAW. ACTIONS IN BREACH OF THESE INSTRUCTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

IN THE UNITED KINGDOM, THIS DOCUMENT, AND ANY OTHER MATERIALS IN RELATION TO THE SECURITIES REFERRED TO 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 PERSONS REFERRED TO IN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS ARE COLLECTIVELY REFERRED TO AS “RELEVANT PERSONS”). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS NOTICE RELATES IS AVAILABLE IN THE UNITED KINGDOM ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED ON THIS ANNOUNCEMENT OR ACT OR RELY ON IT.

THIS PRESS RELEASE DOES NOT IDENTIFY OR PURPORT TO IDENTIFY ANY RISKS (DIRECT OR INDIRECT) THAT MAY BE ASSOCIATED WITH AN INVESTMENT IN NEW SHARES. AN INVESTMENT DECISION TO ACQUIRE OR SUBSCRIBE FOR SHARES IN CONNECTION WITH THE DIRECTED SHARE ISSUE MAY ONLY BE MADE ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION RELATING TO THE COMPANY AND THE COMPANY'S SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED BY HANDELSBANKEN. HANDELSBANKEN IS ACTING ON BEHALF OF THE COMPANY IN CONNECTION WITH THE DIRECTED SHARE ISSUE AND NOT ON BEHALF OF ANYONE ELSE AND WILL NOT BE RESPONSIBLE TO ANYONE ELSE FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS OR FOR PROVIDING ADVICE IN CONNECTION WITH THE DIRECTED SHARE ISSUE OR IN RELATION TO ANY OTHER MATTER REFERRED TO HEREIN.

THIS PRESS RELEASE DOES NOT CONSTITUTE A RECOMMENDATION FOR ANY INVESTOR'S DECISION REGARDING THE DIRECTED SHARE ISSUE. EACH INVESTOR OR POTENTIAL INVESTOR SHOULD CONDUCT A SELF-EXAMINATION, ANALYSIS AND EVALUATION OF THE BUSINESS AND INFORMATION DESCRIBED IN THIS PRESS RELEASE AND ANY PUBLICLY AVAILABLE INFORMATION. THE PRICE AND VALUE OF THE SECURITIES MAY DECREASE AS WELL AS INCREASE. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE RESULTS. NEITHER THE CONTENTS OF THE COMPANY'S WEBSITE NOR ANY OTHER WEBSITE ACCESSIBLE THROUGH HYPERLINKS ON THE COMPANY'S WEBSITE ARE INCORPORATED INTO OR FORM PART OF THIS PRESS RELEASE.

FAILURE TO FOLLOW THESE INSTRUCTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES ACT OR APPLICABLE LAWS OF OTHER JURISDICTIONS.

FORWARD-LOOKING STATEMENTS

TO THE EXTENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE IDENTIFIED BY WORDS SUCH AS ‘WILL’, ‘EXPECT’, ‘BELIEVE’, ‘ESTIMATE’, ‘INTEND’, ‘INTEND’, ‘ASSUME’ AND SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS NEOLA MEDICAL'S INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND PROJECTIONS THAT NEOLA MEDICAL HAS MADE TO THE BEST OF ITS ABILITY BUT WHICH NEOLA MEDICAL DOES NOT CLAIM WILL PROVE ACCURATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND GENERALLY BEYOND THE CONTROL OF NEOLA MEDICAL. IT SHOULD BE KEPT IN MIND THAT ACTUAL EVENTS OR OUTCOMES MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY, OR EXPRESSED IN, SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE COMPANY NOR ANYONE ELSE UNDERTAKE ANY OBLIGATION TO REVIEW, UPDATE, CONFIRM OR RELEASE PUBLICLY ANY REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS THAT OCCUR OR CIRCUMSTANCES THAT ARISE IN RELATION TO THE CONTENT OF THIS PRESS RELEASE, EXCEPT AS REQUIRED BY LAW OR THE NASDAQ FIRST NORTH GROWTH MARKET'S RULES FOR ISSUERS.

INFORMATION TO DISTRIBUTORS

IN ORDER TO FULFIL THE PRODUCT GOVERNANCE REQUIREMENTS SET OUT IN: (A) DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ON MARKETS IN FINANCIAL INSTRUMENTS, AS CONSOLIDATED, (‘MIFID II’); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593, WHICH COMPLEMENT MIFID II; AND (C) NATIONAL IMPLEMENTING MEASURES (TOGETHER, THE ‘MIFID II PRODUCT GOVERNANCE REQUIREMENTS’) AND TO DISCLAIM ANY NON-CONTRACTUAL, CONTRACTUAL OR OTHER LIABILITY TO WHICH ANY ‘MANUFACTURER’ (WITHIN THE MEANING OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE BE SUBJECT, THE OFFERED SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH SECURITIES ARE: (I) SUITABLE FOR A TARGET MARKET OF RETAIL INVESTORS AND INVESTORS MEETING THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II; AND (II) SUITABLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS PERMITTED UNDER MIFID II (THE “TARGET MARKET ASSESSMENT”). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE COMPANY'S SHARES MAY FALL AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT; THE COMPANY'S SHARES CARRY NO GUARANTEE OF RETURN OR CAPITAL PROTECTION; AND AN INVESTMENT IN THE COMPANY'S SHARES IS SUITABLE ONLY FOR INVESTORS WHO DO NOT REQUIRE A GUARANTEED RETURN OR CAPITAL PROTECTION AND WHO (ACTING ALONE OR WITH THE ASSISTANCE OF AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSSES THAT MAY RESULT FROM SUCH AN INVESTMENT. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO ANY OTHER REQUIREMENTS RELATING TO CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS ARISING FROM THE PRIVATE PLACEMENT FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS WITHIN THE MEANING OF PARAGRAPH (II) OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE SECURITIES OF THE COMPANY. EACH DISTRIBUTOR IS RESPONSIBLE FOR CARRYING OUT ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE COMPANY'S SHARES AND FOR DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.