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CLS: Clinical Laserthermia Systems AB Enters into Top-down Guarantee Agreement in Ongoing Rights Issue of Units
NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, RUSSIA, BELARUS, OR ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION, OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES. SEE THE SECTION "LEGAL RIGHTS AND IMPORTANT INFORMATION" IN THE PRESS RELEASE PUBLISHED 23 JULY 2026.
On 23 July 2026, Clinical Laserthermia Systems AB (publ) ("CLS" or the "Company") announced that the Board of Directors had resolved to carry out a rights issue of units of approximately SEK 39.5 million, consisting of shares and warrants, with preferential rights for the Company's existing shareholders (the "Rights Issue"). The Company now announces that it has agreed on a top-down guarantee of approximately SEK 2 million, corresponding to approximately 5.1 per cent of the total Rights Issue volume. For the top-down guarantee, a commission will be paid in either (i) cash, in an amount equal to 16 per cent of the guaranteed amount, or (ii) newly issued units in the Company in an amount corresponding to 16 per cent of the guaranteed amount, together with a cash fee equal to 2 per cent of the guaranteed amount. With the new top-down guarantee, the Rights Issue is covered by pre-subscription and guarantee undertakings totaling approximately SEK 31 million, corresponding to approximately 78.5 per cent of the total Rights Issue volume.
Subscription and guarantee undertakings
With the newly entered top-down guarantee of approximately SEK 2 million, the Rights Issue is now secured to approximately SEK 31 million through subscription and guarantee undertakings, corresponding to approximately 78.5 per cent of the Rights Issue. Vator Securities AB has provided the top-down guarantee of approximately SEK 2 million. For the top-down guarantee, a commission will be paid in either (i) cash, in an amount equal to 16 per cent of the guaranteed amount, or (ii) newly issued units in the Company in an amount corresponding to 16 per cent of the guaranteed amount, together with a cash fee equal to 2 per cent of the guaranteed amount. Vator Securities AB has the necessary authorization to act as guarantor and has entered into a separate option agreement for the transfer of any units allotted in the event of the top-down guarantee being utilized.
Should the choice of compensation be in the form of units, the Board of Directors intends to resolve on a directed issue of such units on terms corresponding to those of the Rights Issue.
Advisors
Gemstone Capital ApS is acting as financial advisor and Foyen Advokatfirma is acting as legal advisor to CLS in connection with the Rights Issue. Vator Securities AB is acting as issuing agent.
For more information, please contact:
Dan J. Mogren, CEO Clinical Laserthermia Systems AB (publ)
Phone: +46 (0)705 90 11 40
E-mail: dan.mogren@clinicallaser.com
About CLS
Clinical Laserthermia Systems AB (publ), develops and sells TRANBERG® Thermal Therapy System and ClearPoint Prism® Neuro Laser Therapy System with sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy. The products are marketed and sold through partners for image-guided laser ablation. CLS is headquartered in Lund, Sweden, with subsidiaries in Germany, the United States and a marketing company in Singapore. CLS is listed on Nasdaq First North Growth Market under the symbol CLS B. Certified adviser (CA) is FNCA Sweden AB.
For more information about CLS, please visit the Company's website: www.clinicallaser.se
Information to distributors
In order to comply with 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 Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities offered have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares or warrants may decline and investors could lose all or part of their investment; the Company's shares and warrants offer no guaranteed income and no capital protection; and an investment in the Company's shares or warrants is compatible only with investors who do not need a guaranteed income or capital protection and who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. 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, or purchase, or take any other action whatsoever with respect to the Company's shares or warrants. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and warrants and determining appropriate distribution channels.