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CLS: Clinical Laserthermia Systems AB announces outcome in 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.
Clinical Laserthermia Systems AB' (publ) ("CLS" or the "Company") today announces the outcome of the rights issue of units (consisting of shares and warrants), with preferential rights for the Company's existing shareholders (the "Rights Issue"), which was resolved by the Board of Directors on 23 July 2026. The outcome shows that the Rights Issue was subscribed to approximately 78.5 per cent, of (i) which approximately 57.0 per cent was subscribed for with the support of unit rights, (ii) approximately 1.7 per cent was subscribed for without the support of unit rights, (iii) approximately 14.7 per cent was subscribed for through partial activated bottom guarantee and (iv) approximately 5.1 per cent through a fully activated top-down guarantee. Accordingly, CLS will receive approximately SEK 31 million before deduction of transaction-related costs.
"We are pleased with the support shown for CLS in the rights issue and would like to thank both existing and new shareholders for their confidence in the Company. The capital raised provides us with the financial resources needed to execute the actions we have planned to accelerate the Prism® business. Together with the commercial progress we are seeing at our partner, this strengthens our ability to drive the business forward and continue building momentum as we work towards achieving our commercial and financial goals", comments Dan J. Mogren, CEO of CLS.
Subscription and allocation
The Rights Issue was in total subscribed for approximately 78.5 per cent corresponding to 4,078,204 units subscribed for, including subscription undertakings and activated guarantee undertakings.
- Of the total units subscribed, 2,961,132 units or approximately 57.0 per cent of the total Rights Issue were subscribed with use of unit rights.
- Of the total units subscribed, 89,895 units or approximately 1.7 per cent of the total Rights Issue were subscribed without support of unit rights.
- Of the total units subscribed, 764,020 units or approximately 14.7 per cent of the total Rights Issue were subscribed through partially activated bottom-up guarantee undertakings.
- Of the total units subscribed, 263,157 units or approximately 5.1 per cent of the total Rights Issue were subscribed through activated top-down guarantee undertakings.
The outcome thus shows that a total of 4,078,204 units were subscribed for, corresponding to 16,312,816 new B-shares and 12,234,612 warrants of series TO 9 B. It is noted that the bottom-up guarantee undertaking has been activated partially and the top-down guarantee undertaking has been activated in full. The Company will initially receive approximately SEK 31 million before deduction of transaction-related costs. The transaction-related costs are estimated to be approximately SEK 5.4 million, assuming that guarantee compensation is paid out full in cash.
Allocation of subscribed units in the Rights Issue has been decided by the Company's Board of Directors, with the following guiding principles:
- Subscription with support of unit rights
- Subscription without support of unit rights
- Activated guarantee undertakings
Those who have subscribed for units without the support of unit rights will be allotted units in accordance with the allocation principles set out in the terms and instructions included in the press release published by the Company on 23 July 2026. Payment for subscribed and allotted units shall be made in accordance with the instructions set out in the settlement note. Shareholders whose holdings are nominee-registered will receive notification of allotment in accordance with the nominee's procedures.
Number of shares and share capital
Following registration of the reduction of the share capital resolved by the Annual General Meeting on 29 June 2026 and before the Rights Issue, the Company's share capital amounted to SEK 3,116,659.40 divided into 31,166,594 shares each with a quota value per share of SEK 0.10. The Company has two share classes, A-shares and B-shares. A-shares carry ten (10) votes per share, and B-shares carry one (1) vote per share.
Through the Rights Issue, the number of B-shares in CLS will increase by 16,312,816, from a total of 31,166,594 shares to 47,479,410 shares, and the share capital will increase by SEK 1,631,281.60, from SEK 3,116,659.40 to SEK 4,747,941.00. The increase in share capital corresponds to a dilution effect of approximately 34.4 per cent of the share capital in the Company for shareholders who did not participate in the Rights Issue.
In addition, a total of 12,234,612 warrants of series TO 9 B will be issued through the Rights Issue.
Trading in BTU
Trading in BTU will take place on Nasdaq First North Growth Market until after the Rights Issue has been registered at the Swedish Companies Registration Office which is expected to take place around 1 September 2026.
Warrants of series TO 9 B
The warrants of series TO 9 B will be issued free of charge. Each one (1) TO 9 B warrant entitles the holder to subscribe for one (1) new B-share in the Company. The exercise price for warrants of series TO 9 B will be SEK 1.90 per share, corresponding to the subscription price per new B-share in the Rights Issue. The warrants of series TO 9 B may be exercised for subscription of new B-shares in CLS during the period from 1 March 2027 up to and including 15 March 2027. The warrants of series TO 9 B are intended to be admitted to trading on Nasdaq First North Growth Market. The last day of trading in the TO 9 B warrants is expected to be 11 March 2027.
Upon full exercise of all TO 9 B warrants, the Company may receive proceeds of approximately SEK 23 million before deduction of transaction costs, which are estimated to approximately SEK 1.5 million.
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.
This disclosure contains information that CLS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 20-08-2026 21:25 CET.