Bulletin from the extraordinary general meeting of Biosergen AB (publ)
Biosergen AB, reg. no. 559304-1295 ("Biosergen" or the "Company"), held its extraordinary general meeting today, 6 August 2026, at BAHR Advokatbyrå, Birger Jarlsgatan 16, 114 34 Stockholm, where the below resolutions were adopted. All resolutions were adopted in accordance with the proposals presented, which are described in detail in the notice convening the extraordinary general meeting, available on the Company's website, www.biosergen.net.
Resolution on amendment of the articles of association and reduction of the share capital
The extraordinary general meeting resolved, in accordance with the proposal of the Board of Directors, on an amendment of the limits of the share capital in § 4 of the articles of association and on a reduction of the Company's share capital by SEK 4,696,464.30, without cancellation of shares, for allocation to unrestricted equity. The reduction is carried out in order to reduce the quota value of the shares and to enable the rights issue of shares as referred to below. Following the reduction, the Company's share capital amounts to SEK 1,174,116.00 divided among a total of 2,348,232 shares, each share with a quota value of SEK 0.50.
Resolution on amendment of the articles of association
The extraordinary general meeting resolved, in accordance with the proposal of the Board of Directors, to amend the Company's articles of association. The amendment entails that § 4 of the articles of association is amended so that the share capital shall be not less than SEK 37,500,000 and not more than SEK 150,000,000 and the number of shares shall be not less than 75,000,000 and not more than 300,000,000.
Resolution on approval of the board of directors' resolution on a rights issue of shares
The extraordinary general meeting resolved, in accordance with the proposal of the Board of Directors, to approve the Board of Directors' resolution of 26 June 2026 on a new issue of a maximum of 79,839,888 shares with preferential rights for the Company's existing shareholders, entailing an increase of the share capital by a maximum of SEK 39,919,944.00. The subscription price was set at SEK 0.50 per share.
The right to subscribe for shares shall vest with those who are registered as shareholders in the Company on 10 August 2026 (the "Record Date") in the share register kept by Euroclear Sweden AB. Each shareholder receives one (1) subscription right for each share held. One (1) subscription right entitles to subscription of thirty-four (34) shares. Subscription of shares with the support of subscription rights must be made by simultaneous cash payment during the period from, and including, 12 August 2026, until, and including, 26 August 2026. Subscription of shares without the support of subscription rights must be made on a special subscription list during the same period. The board of directors has the right to extend the subscription and payment period.
In the event all shares are not subscribed for with the support of subscription rights, the board of directors shall, within the maximum amount of the rights issue, resolve on the allotment of shares subscribed for without the support of subscription rights, whereby allotment shall firstly be made to those who have also subscribed for shares with the support of subscription rights (pro rata in relation to exercised subscription rights), secondly to those who have notified an interest to subscribe for shares without preferential rights (pro rata in relation to notified interest), and thirdly to those who have entered into guarantee undertakings in their capacity as issue guarantors (in proportion to the guaranteed amount). The new shares shall carry a right to dividends commencing on the first record date for dividends that occurs after the registration of the new shares and the entry of the new shares in the share register kept by Euroclear Sweden AB.
Resolution on approval of the merger plan
The extraordinary general meeting resolved to approve the merger plan jointly adopted by the boards of directors of Biosergen and Flerie AB (publ), reg. no. 559067-6820 ("Flerie"), on 26 June 2026 (the "Merger Plan") in order to implement a combination of Biosergen and Flerie by way of a statutory merger (the "Merger"). The Merger Plan was registered with the Swedish Companies Registration Office on 30 June 2026 and announced in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on 2 July 2026. According to the Merger Plan, the Merger shall be undertaken by way of absorption, with Flerie as the absorbing company and Biosergen as the transferring company. Following the completion of the Merger, Biosergen's operations will be contributed to a new subsidiary of Flerie's wholly-owned subsidiary Flerie Invest AB. As merger consideration, shareholders in Biosergen will receive ordinary shares in Flerie in proportion to their existing shareholdings in Biosergen, whereby thirty-one (31) shares in Biosergen entitle the holder to receive one (1) new ordinary share in Flerie. Subject to the conditions for the Merger being fulfilled, Biosergen will be dissolved and its assets and liabilities will be transferred to Flerie upon the Swedish Companies Registration Office's registration of the Merger, which is expected to take place during the last quarter of 2026. Settlement of the merger consideration will take place following the Swedish Companies Registration Office's registration of the Merger.
Resolution on authorisation for the board of directors to issue shares, convertibles and/or warrants
The extraordinary general meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to, until the next annual general meeting, on one or more occasions, resolve on the issuance of shares, convertibles and/or warrants, with or without deviation from the shareholders' preferential rights, to be paid in cash, through contribution in kind and/or through set-off. The number of shares that may be issued pursuant to the authorisation shall not be limited in any other way than what follows from the limits of the number of shares and the share capital set out in the articles of association in force from time to time.
For further information, please contact:
Tine Kold Olesen, CEO
E-mail: tine.olesen@biosergen.net
Phone: +45 3135 5707
Mark Beveridge, CFO
E-mail: mark.beveridge@biosergen.net
Phone: +46 76 805 8288
The Company's Certified Adviser is Carnegie Investment Bank AB (publ).
About Biosergen
Biosergen is a clinical-stage biotechnology company in the therapeutic area of life-threatening fungal diseases. Biosergen aims to develop the drug candidate BSG005, including new formulations, into a new first-line treatment for resistant and/or difficult-to-treat invasive fungal infections. The company strives to set a new standard for combating these infections where current treatments fall short, thereby saving thousands of lives each year among cancer patients with compromised immune systems, transplant recipients and AIDS patients.