Qlife Holding AB: Qlife carries out a directed issue of approx. SEK 7.7 million and a shareholder proposes a directed issue of approx. SEK 3.5 million

The Board of Directors in Qlife Holding AB ("Qlife" or the "Company") has, in accordance with the Company's press release yesterday, on 11 November 2026, and pursuant to the authorisation by the annual general meeting 2026, resolved on a directed issue of shares and warrants series TO9 of initially approximately SEK 7.7 million (the "Directed Issue 1"). The Directed Issue 1 comprises 8,295,688 shares and 4,147,844 warrants of series TO9 and is directed, with deviation from the shareholders' preferential rights to qualified investors, among others, Klockhuset Investment AB and Tellus Equity AB, who are deemed to add new strategically important ownership to Qlife. The subscription price in the Directed Issue 1 is SEK 0.93, corresponding to a discount of approximately 0.5 percent compared to the volume-weighted average price (VWAP) of the Company's shares on Nasdaq First North Growth Market during the period 29 October - 11 November 2026, and has been determined through an accelerated bookbuilding procedure (the "Bookbuilding Procedure") carried out by Fjäll Corporate Finance AB ("Fjäll Corporate Finance"). Due to the significant investor demand generated during the Bookbuilding Procedure, the Board of Directors resolved to increase the size of the Directed Issue 1 from SEK 6.0 million to SEK 7.7 million. All shares and warrants in the Directed Issue 1 have been subscribed for and allotted. The Board of Directors has further resolved to convene an extraordinary general meeting in order to enable the general meeting to consider the Company's major shareholder JEQ Capital AB's ("JEQ Capital") proposal on a directed issue of approximately SEK 3.5 million, comprising a total of 3,774,806 shares and 1,887,403 warrants of series TO9, to members of the Board of Directors and management as well as certain consultants of the Company (the "Directed Issue 2", and together with the Directed Issue 1 the "Directed Issues"). The subscription price in the Directed Issue 2 is, according to the proposal, SEK 0.93, corresponding to the subscription price in the Directed Issue 1. Through the Directed Issues, the Company will initially receive a total of approximately SEK 11.2 million before issue costs and set-offs. Notice to the extraordinary general meeting, which is planned to be held on 1 December 2026, will be published through a separate press release.

"We are very pleased with the strong interest in the directed issue, which exceeded our expectations. I would like to thank both new and existing shareholders for their confidence in Qlife. Together with the partner funding of the product-readiness phase, the capital raised means that we expect to be able to execute on our business plan and partner-driven strategy throughout 2027. We are now well positioned to prepare for a potential transition into a substantially larger development program, while continuing our dialogues with additional pharmaceutical partners," says Thomas Warthoe, CEO of Qlife.

Background and motive to the Directed Issues

In September 2026, Qlife completed a fully partner-funded study with a global pharmaceutical company. As announced yesterday, the collaboration now advances into a product-readiness phase, which is also fully financed by the partner and designed to lay the foundation for a potential transition into a substantially larger development program. The product-readiness phase is an important step in validating Qlife's business model, in which pharmaceutical partners fund the development of new applications on the Egoo platform while Qlife retains the upside through product sales and long-term supply.

The Directed Issues are carried out to strengthen the Company's financial position ahead of a potential transition into the larger development program, and to enable Qlife to pursue its ongoing dialogues with additional pharmaceutical partners. In parallel, Egoo PHE, the Company's own at-home test, is under regulatory review, which was initiated in January 2026.

Issue proceeds

Qlife intends to use the net proceeds from the Directed Issues for:

• Preparations for a potential transition into a larger development program with the global pharmaceutical company.
• The regulatory approval process and launch preparations for Egoo PHE.
• Pursuing additional pharmaceutical partner dialogues and general corporate purposes.

The Directed Issue 1

Subscribers in the Directed Issue 1 consist of qualified investors, among others, JEQ Capital AB, who has subscribed for 537,634 shares and 268,817 warrants of series TO9. The total number of shares issued in the Directed Issue 1 amounts to a maximum of 8,295,688 and the total number of warrants of series TO9 amounts to 4,147,844, corresponding to initially approximately SEK 7.7 million before issue costs. All shares and warrants in the Directed Issue 1 have been subscribed for and allotted.

The reason for the deviation from the shareholders' preferential rights is that the Board of Directors, after an overall assessment, considers that the Directed Issue 1 is the most advantageous option for Qlife to raise capital in a cost and time efficient manner in order to strengthen the Company's financial position, while maintaining the most value in the Company and being most favourable for the Company's shareholders. The conclusion of this assessment, under the prevailing conditions, is that the Directed Issue 1 is the most favourable option for the Company and its shareholders. The reasons for this and the deviation from the shareholders' preferential rights have been based on the following considerations and conclusions:

1. A rights issue would take significantly longer to complete, which may thus risk depriving the Company of the opportunity to raise capital to ensure the Company's liquidity needs in the short and medium term, which could ultimately impair the Company's financial and operational flexibility. The Directed Issue 1 also provides the Company with greater flexibility to act on business opportunities and manage prevailing market conditions.
2. Through a directed issue such as the Directed Issue 1, there is potential to diversify and strengthen the Company's shareholder base with both Swedish and international investors and broaden the base of financially strong shareholders who are deemed to have the financial capabilities to support the Company's operations in the long term, which is further deemed to strengthen Qlife's ability to execute on the Company's growth strategy.
3. The Directed Issue 1 is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue.
4. A rights issue would likely need to be carried out at a significant discount to the market price, which would result in greater dilution for non-participating existing shareholders.

To ensure that the Directed Issue 1 is carried out on market terms, Qlife appointed Fjäll Corporate Finance to carry out the Bookbuilding Procedure to determine the subscription price, as announced in the Company's press release yesterday, on 11 November 2026. The subscription price in the Directed Issue 1 has been determined to SEK 0.93, corresponding to a discount of approximately 0.5 percent compared to the volume-weighted average price (VWAP) of the Company's shares during the period 29 October - 11 November 2026. As the subscription price in the Directed Issue 1 has been determined through the Bookbuilding Procedure, the Board of Directors believes that the subscription price reflects current market conditions and demand.

The Directed Issue 2

As mentioned in the Company's press release yesterday, on 11 November 2026, the Board of Directors has received a proposal from the Company's major shareholder JEQ Capital on the Directed Issue 2 to members of the Board of Directors and management as well as certain consultants of the Company. The subscription price in the Directed Issue 2 shall, in accordance with JEQ Capital's proposal, correspond to the subscription price determined in the Bookbuilding Procedure of SEK 0.93. The number of shares and warrants in the Directed Issue 2 amounts to a total of 3,774,806 shares and a total of 1,887,403 warrants of series TO9, corresponding to approximately SEK 3.5 million before issue costs and set-offs, and is proposed to be directed to Flemming Pedersen (Chairman of the Board), Jørgen Drejer (Board member), Lars Staal Wegner (Board member), Jacob Glenting (Board member), Thomas Warthoe (CEO), subscribing through Warthoe af 1967 ApS, Peter Warthoe (CSO), subscribing through Warthoe af 1964 ApS, and Lars Bangsgaard (CFO), subscribing through Altia Invest ApS, as well as Ask Bojesen, subscribing through Ask Systems ApS, and Jens Martin Wurr.

The reasons for the deviation from the shareholders' preferential rights are that JEQ Capital, after an overall assessment and careful consideration, considers that an issue carried out with deviation from the shareholders' preferential rights is a better alternative for the Company and the Company's shareholders than a rights issue and that it is objectively in the interest of both the Company and its shareholders to carry out the Directed Issue 2. The reasons for this are, inter alia, the following. A rights issue would take longer to carry out and thus entail an increased risk of a negative impact on the share price, especially considering the current market volatility. With a rights issue comes the risk that the issue would not be fully subscribed, whereby a possible guarantee consortium would need to be procured. A directed new issue, on the other hand, is deemed to be able to be made at a lower cost while providing significant capital to the Company for further development and implementation of the Company's business strategy. A directed share issue to the members of the Board of Directors, management and certain consultants is further motivated by aligning the Board members', management's and consultants' interest with that of the shareholders and further strengthen their commitment to the Company, and enables the Board of Directors, management and consultants to focus on the implementation of the Company's business strategy, which is considered to contribute to stability for both the Company and its other shareholders. JEQ Capital's overall assessment is that the reasons for the Directed Issue 2 outweigh the reasons for a rights issue according to the main rule and the Directed Issue 2 is thus considered to be in the interest of both the Company and all shareholders.

As the subscription price in the Directed Issue 2 will correspond to the subscription price determined in the Bookbuilding Procedure, it is JEQ Capital's assessment that the subscription price will reflect current market conditions and demand.

Flemming Pedersen, Jørgen Drejer, Lars Staal Wegner, Jacob Glenting, Thomas Warthoe, Peter Warthoe, Lars Bangsgaard, Jens Martin Wurr and Ask Bojesen (through Ask Systems ApS) have, directly or indirectly through companies, provided subscription undertakings regarding subscription of shares in the Directed Issue 2. The subscription undertakings are distributed as follows.

The subscription commitments are conditional upon the extraordinary general meeting resolving on the Directed Issue 2.

Terms and conditions for warrants of series TO9

One (1) warrant of series TO9 entitles the holder the right to subscribe for one (1) new share in the Company at a subscription price of SEK 1.86, corresponding to 200 percent of the subscription price per share in the Directed Issues. Subscription of shares by exercise of warrants of series TO9 shall be made during the period from and including 13 November 2028 up to and including 12 December 2028.

Extraordinary general meeting

The extraordinary general meeting is planned to be held on 1 December 2026. The Company will issue a separate press release to convene the extraordinary general meeting to resolve on JEQ Capital's proposal on the Directed Issue 2. Since the Directed Issue 2 is proposed to be directed at persons covered by Chapter 16 of the Swedish Companies Act (2005:551) (the "Leo rules"), a valid resolution at the extraordinary general meeting requires the approval of at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting.

Shares and share capital

Through the Directed Issue 1, the share capital will increase by a maximum of SEK 1,327,310.08, from SEK 4,619,868.32 to SEK 5,947,178.40, and the number of shares will increase with a maximum of 8,295,688 shares, from 28,874,177 shares to 37,169,865 shares, corresponding to a dilution of approximately 22.3 percent of the shares and votes in the Company. Upon full subscription in the Directed Issue 2, the share capital will increase by a maximum of SEK 603,968.96, from SEK 5,947,178.40 to SEK 6,551,147.36, and the number of shares will increase with a maximum of 3,774,806 shares, from 37,169,865 shares to 40,944,671 shares, corresponding to a dilution of approximately 9.2 percent of the shares and votes in the Company and, together with the shares in the Directed Issue 1, a total of approximately 29.5 percent of the shares and votes in the Company.

If all warrants of series TO9 in the Directed Issue 1 are fully exercised for subscription of new shares in the Company, the share capital will increase by an additional maximum of SEK 663,655.04 to SEK 7,214,802.40, and the number of shares will increase with a maximum of 4,147,844 shares to 45,092,515 shares, corresponding to an additional dilution of approximately 9.2 percent of the shares and votes in the Company. Should all warrants of series TO9 in the Directed Issue 2 be fully exercised for subscription of new shares in the Company, the share capital will increase by an additional maximum of SEK 301,984.48 to SEK 7,516,786.88, and the number of shares will increase with a maximum of 1,887,403 shares to 46,979,918 shares, corresponding to an additional dilution of approximately 4.0 percent of the shares and votes in the Company and together with the warrants in the Directed Issue 1 a total of approximately 12.8 percent of the shares and votes in the Company.

The total dilution effect in the event that all the shares and warrants of series TO9 in Directed Issue 1 and all the shares and warrants of series TO9 in Directed Issue 2 are subscribed for, and exercised, in full, amounts to approximately 38.5 percent.

Advisers

Fjäll Corporate Finance AB acts as financial adviser, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Directed Issues. Moll Wendén Law AB is legal adviser to Qlife.

For more information please contact: 

Thomas Warthoe

Chief Executive Officer (CEO)

Phn: +45 21 63 35 34

E-mail: tw@egoo.health

Qlife is a Swedish company based in Göteborg, which develops and markets an innovative medical technology platform, Egoo.Health ("Egoo"), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company's Certified Adviser. For additional information, please visit www.qlifeholding.com.

Important information

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law 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 to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Directed Issues. Nor does this press release constitute an exemption document in the form prescribed by the Prospectus Regulation Annex IX.

This press release 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"), or the securities laws of any state or other jurisdiction of the United States, 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 in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, 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 contrary to this instruction may constitute a violation of applicable securities laws.

In the United Kingdom, this press release 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" 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 entities falling within Article 49(2)(a) to (d) of 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.

The Company considers that it carries out protection-worthy activities under the FDI Act. According to the FDI Act, the Company must inform presumptive investors that the Company's activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the ISP. An investment may be subject to mandatory filing if i) the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 percent or more of the total number of votes in the Company, or iii) the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) authorised the investment. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act in relation to the Directed Issues for the individual shareholder.

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. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issues. Each investor or potential investor should conduct its own investigation, 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 go down as well as up and past performance is no 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.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to 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, unless required to do so by law or the rules of Nasdaq First North Growth Market.