Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, 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 SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE REGULATIONS OR REQUIRE REGISTRATION OR OTHER ACTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN QLUCORE AB (PUBL). SEE THE SECTION “IMPORTANT INFORMATION” BELOW.
Qlucore AB (publ) (“Qlucore” or the “Company”) announces today that the Board of Directors has resolved, subject to approval by an extraordinary general meeting on July 31, 2025, on a new share issue of a minimum of approximately SEK 8.9 million and a maximum of approximately SEK 16.1 million with preferential rights for Qlucore’s shareholders (the “Rights Issue”).
Upon full subscription, the Company will receive approximately SEK 16.1 million before issue costs. Senior executives and principal shareholders have undertaken subscription commitments totaling approximately SEK 2.5 million, corresponding to approximately 15.8 percent of the Rights Issue. The subscription period will run from August 8, 2025, to August 27, 2025. Notice of the extraordinary general meeting will be announced via a separate press release.
Summary of the Rights Issue
- All shareholders will receive one (1) subscription right for each (1) share held on the record date, August 6, 2025. One (1) subscription right entitles the holder to subscribe for eight (8) new shares.
- The subscription price is SEK 0.50 per share.
- The record date is 6 August 2025. The last day of trading in Qlucore shares including the right to participate in the Rights Issue is 4 August 2025 and the first day of trading excluding the right to receive subscription rights is 5 August 2025.
- The subscription period in the Rights Issue runs from 8 August 2025 to 27 August 2025. The Board has the right to extend the subscription period which if applicable will be announced by the Company via press release before 27 August 2025.
- Trading in subscription rights will take place on Nasdaq First North Growth Market (“First North”) during the period 8 August 2025 to 22 August 2025.
- The Board’s decision on the Rights Issue is conditional on approval by an extraordinary general meeting planned for 31 July 2025.
- The allocation of the newly issued shares is conditional upon the minimum subscription amount of SEK 8,861,732 being reached.
Background and reasons for the Rights Issue
The Board of Directors of Qlucore has resolved to carry out a rights issue of shares in order to secure the capital injection required to implement the Company’s updated growth plan in the field of precision and companion diagnostics, with a particular focus on cancer. The primary objective is to achieve positive cash flow in 2028 by successfully expanding the Company’s sales and product development efforts.
The Company’s first strategic milestone is to establish a strong commercial presence for Qlucore Diagnostics over the next twelve months. This is a regulatory-approved diagnostic system initially targeting pediatric leukemia. The focus is on acquiring new customers and building a cost-efficient and scalable market presence through distributor agreements and partnerships.
In parallel with the commercial initiatives, the development of CE-marked tests for two broader cancer types – Acute Myeloid Leukemia (AML) and bladder cancer – will be intensified. These diagnostic tests are planned to be launched in 2027 and are part of an EU-funded project awarded to the Company through intense competition (42 out of 1,083 applications were approved). These two cancer types represent a market potential approximately 20 times greater than that of pediatric leukemia, which may lead to significant growth from 2027 onwards.
In addition to the cancer diagnostics segment, the Company will continue to sell its software for advanced data analysis, which is expected to remain the main revenue source during the period. The EU Commission has recently approved the Company’s first progress report under the framework of the project, and a second payment of approximately SEK 5 million is expected to be disbursed within 60 days.
To optimize resources and extend its cash runway, the Company also plans to implement cost savings of at least 25 percent compared to the previous financial year. These savings are enabled in part by focusing resources on the EU-funded development project.
To enable the next phase of commercialization and development, Qlucore is now carrying out the Rights Issue.
Use of proceeds
The net proceeds of approximately SEK 14.7 million, after deduction of issue-related costs of approximately SEK 1.4 million, are intended to finance the following activities, listed in order of priority:
Continued development and launch of CE-marked diagnostic tests for AML and bladder cancer | 50% |
Commercial expansion of Qlucore Diagnostics | 25% |
Sales and marketing of the Company’s software | 15% |
General corporate purposes and working capital | 10% |
Total | 100% |
The Rights Issue
Today, 26 June 2025, the Board of Qlucore decided, subject to approval at the extraordinary general meeting of the share issue and the necessary amendments to the Company’s articles of association, to carry out the Rights Issue. The subscription price in the Rights Issue will be SEK 0.50 per share.
The record date for the right to participate in the Rights Issue is 6 August 2025, and the subscription period for the Rights Issue runs from 8 August 2025 to 27 August 2025. The last day of trading in Qlucore shares including the right to participate in the Rights Issue is 4 August 2025 and the first trading day excluding the right to receive subscription rights is 5 August 2025. Shareholders who are registered shareholders in the Company on the record date of 6 August 2025 have preferential rights to subscribe for shares in proportion to the number of shares held on the record date. Shareholders will receive one (1) subscription right for each (1) share held. One (1) subscription right entitles the holder to subscribe for eight (8) new shares. In addition, investors are offered to subscribe for shares without support of subscription rights. Upon full subscription in the Rights Issue, the Company will receive approximately SEK 16.1 million before the deduction of issue costs.
Special note on the structure of the Rights Issue
Shareholders and other potential investors should note that the Rights Issue has both a minimum and a maximum amount. In order for the Rights Issue to be carried out, the number of shares and the share capital in Qlucore must increase by at least a certain minimum number and amount. If this threshold is not reached, the Rights Issue will not be implemented. In such case, allotted BTAs (paid subscribed shares) will be cancelled and all funds paid for the subscription will be refunded to the subscribers without interest. Trading in BTAs will only commence after the outcome of the Rights Issue has been announced and it has been confirmed that subscriptions, with or without preferential rights, amount to at least SEK 8,861,732, corresponding to approximately 55.0 percent of the total volume of the Rights Issue. Please note that the consideration paid for subscription rights acquired in the market will not be refunded. Investors who acquire subscription rights in the market thus risk losing the entire amount paid for such rights. The allocation of the newly issued shares is conditional upon the minimum subscription amount of SEK 8,861,732 being reached.
Share capital and number of shares
Through the Rights Issue, the share capital may increase by a maximum of SEK 6,120,020.80, from SEK 765,002.60 to SEK 6,885,023.40. The number of shares may increase by a maximum of 32,224,480 shares, from 4,028,060 shares to 36,252,540 shares. The dilution effect for shareholders who choose not to participate in the Rights Issue amounts to approximately 88.9 percent of the capital and votes (calculated as the number of new shares resulting from the Rights Issue divided by the total number of shares in the Company after full subscription of the Rights Issue).
Allotment
If not all shares are subscribed for with subscription rights, the Board shall, within the framework of the Rights Issue's maximum amount, decide on the allocation of shares not subscribed for with preferential rights. Such allocation shall:
- Firstly, be made to those who subscribed for shares with subscription rights and, in the case of oversubscription, in proportion to the number of subscription rights each used for subscription of shares and, to the extent this cannot be done, by drawing lots.
- Secondly, be made to parties who subscribed for shares without subscription rights and, in the case of oversubscription, in proportion to the subscribed amount and, to the extent this cannot be done, by drawing lots.
- Thirdly, to those who may have provided guarantee commitments in the Rights Issue, pro rata in relation to the provided commitments and, to the extent this cannot be done, by drawing lots.
Subscription commitments and additional securing measures
The Company has received subscription commitments from members of the Board of Directors, senior executives, and principal shareholders amounting to approximately 2.5 MSEK, corresponding to approximately 15.8 percent of the Rights Issue. The commitments include undertakings to subscribe for shares in proportion to each party’s current shareholding in the Company, as well as additional undertakings from certain parties to subscribe for shares exceeding their pro rata entitlement. The Company will continue to work actively to achieve the minimum subscription level, corresponding to an issue amount of SEK 8,861,732.
Information memorandum
An information memorandum regarding the Rights Issue will be published by the Company on its website, www.qlucore.com, before the start of the subscription period.
Preliminary timetable for the Rights Issue (all dates refer to 2025)
4 August | Last trading day for the share including the right to participate in the Rights Issue |
5 August | First trading day for the share excluding the right to participate in the Rights Issue |
6 August | Record date for participation in the Rights Issue |
7 August | Publication of the information memorandum |
8 August – 27 August | Subscription period in the Rights Issue |
8 August – 22 August | Trading in subscription rights on First North |
Around 1 September | Announcement of the outcome of the Rights Issue |
Week 36 – Week 38 | Trading in BTAs on First North (provided the minimum subscription level of the Rights Issue is reached). Last day of trading in BTAs is preliminarily estimated to be 19 September. |
Advisors
Stockholm Corporate Finance AB is the financial advisor and Advokatfirman Lindahl KB is the legal advisor to Qlucore in connection with the Rights Issue. Aqurat Fondkommission AB is the issuing agent in connection with the Rights Issue.
Important information
The publication, release or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in jurisdictions in which this press release has been published or distributed must inform themselves about and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable rules in each respective jurisdiction. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities in Qlucore in any jurisdiction, neither from Qlucore nor from any other party.
This press release is not a prospectus as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue.
This press release neither identifies nor purports to identify risks (whether direct or indirect) that may be associated with an investment in the Company. The information in this press release is only intended to describe the background of the Rights Issue and does not purport to be complete or exhaustive. No representation or warranty is made as to the accuracy or completeness of the information in this press release.
This press release does not constitute an offer to or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act of 1933 (the “Securities Act”), as amended, and may not be offered or sold in the United States without such registration, an exemption therefrom or in a transaction not subject thereto. There is no intention to register any securities referred to herein in the United States or to conduct a public offering of such securities in the United States. The information in this press release may not be published, announced, copied, reproduced or distributed, directly or indirectly, in whole or in part, 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 such disclosure, publication or distribution would contravene applicable regulations or require further registration or actions beyond what is required under Swedish law. Any violation of these instructions may constitute a breach of applicable securities laws.
Forward-looking statement
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations regarding and goals for the Company’s future operations, financial position, liquidity, performance, prospects, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by expressions such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “shall”, “should”, “could”, “aim” or “might”, or in each case their negative or similar variations. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can provide no assurances that they will materialize or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results may differ materially from those expressed or implied in the forward-looking statements due to numerous factors. Such risks, uncertainties, unpredictable events and other significant factors may lead to actual events differing materially from the expectations expressed or implied by such forward-looking statements. The Company makes no assurances that the assumptions underlying the forward-looking statements in this press release are error-free and assumes no responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. The information, opinions, and forward-looking statements included in this press release apply only as of its date and may be subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or disclose revisions to forward-looking statements to reflect events arising or circumstances occurring in relation to the contents of this press release.
Information to distributors
In order to meet the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of the Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together the “MiFID II Product Governance Requirements”), and to disclaim any non-contractual, contractual or other liability towards any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) that might otherwise arise, the offered shares have been subject to a product approval process which has determined that these 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 as 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 decline and investors may lose all or part of their investment; the Company’s shares offer no guaranteed income and no capital protection; and an investment in the Company’s shares is only suitable for investors who do not require a guaranteed income or capital protection and who (either alone or with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear any losses that may result from it. The Target Market Assessment does not affect any other requirements relating to contractual, legal or regulatory sales restrictions in connection with the Rights Issue.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal, or regulatory selling restrictions in relation to the Rights Issue. For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action concerning the Company’s shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Company’s shares and determining appropriate distribution channels.