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Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
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THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, ISRAEL, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD REQUIRE ADDITIONAL PROSPECTUS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE IS UNLAWFUL OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH ACTION. REFER TO THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The exercise period for warrants of series TO14 B (the "Warrants" or "TO14 B"), issued by Episurf Medical AB (NASDAQ: EPIS B) ("Episurf" or the "Company") in connection with the Company's rights issue of units, the subscription period for which concluded on 22 August 2025 (the "Rights Issue"), commences today. The exercise period for the Warrants will run from 9 February 2026 up to and including 20 February 2026. One (1) warrant entitles the holder to subscribe for one (1) new share of series B in the Company at a subscription price of SEK 0.03. Last day of trading in the Warrants on Nasdaq Stockholm is 18 February 2026.
In connection with the Rights Issue, including the subsequent issue of units against set off consideration to guarantors in the Rights Issue, Episurf issued a total of 503,348,343 warrants of series TO14 B. One (1) warrant entitles the holder to subscribe for one (1) new share of series B from today, 9 February 2026, up to and including 20 February 2026, at a subscription price of SEK 0.03 per share of series B. Provided that all Warrants are exercised for subscription of shares of series B in Episurf, the Company will receive approximately SEK 15.1 million before issue costs, which are expected to amount to approximately SEK 0.8 million.
Holders of warrants who wish to exercise these for subscription of shares of series B must give notice regarding such exercise no later than 20 February 2026. Warrants that are not exercised by that date will expire without value. Holders who do not wish to exercise their warrants have the opportunity to sell them. Trading in warrants will continue up to and including 18 February 2026 on Nasdaq Stockholm under the ticker EPIS TO14 B and ISIN code SE0025667454.
Complete terms and conditions for the Warrants of series TO14 B are available on the Company's website, www.episurf.com.
Instructions for subscription
Exercise of nominee-registered warrants
If the holding of warrants is nominee-registered (held in a securities account, ISK or capital insurance), the notification regarding the exercise of warrants shall be made in accordance with the instructions of the respective nominee.
Please note that certain nominees may close their notification period prior to 20 February 2026. Holders of nominee-registered warrants are therefore urged to ascertain, well in advance of 20 February 2026, the final date for submitting such notification as applicable to their respective nominee.
Exercise of directly registered warrants
If the holding of warrants is directly registered (held in a VP account), the notification regarding the exercise of warrants shall be submitted through simultaneous cash payment in accordance with the instructions set out in the subscription form. A pre-printed subscription form will be distributed to directly registered warrant holders. The subscription form will also be available on the Company's website (www.episurf.com).
Outcome and delivery of new shares of series B
The outcome of the exercise period will be published via a press release on or around 23 February 2026. Shares of series B that have been subscribed and paid for may be registered on the subscriber's account as interim shares (IA) until registration has been completed with the Swedish Companies Registration Office (Sw. Bolagsverket), whereupon the interim shares will be converted into shares of series B in Episurf.
Number of shares, share capital and dilution
Before the exercise of the Warrants of series TO14 B, the Company's share capital amounts to SEK 16,597,613.78 allocated on 1,659,761,378 shares, of which 473,357 are shares of series A and 1,659,288,021 are shares of series B.
Upon full exercise of all 503,348,343 warrants of series TO14 B, the number of shares of series B will increase by 503,348,343, to a total of 2,162,636,364 shares of series B and a total of 2,163,109,721 shares in aggregate. The share capital will increase by SEK 5,033,483.43, to SEK 21,631,097.21. For existing shareholders, this entails a dilution effect upon full exercise of approximately 23.27 percent of the capital and approximately 23.26 percent of the votes in the Company after such exercise.
The above information regarding share capital, number of shares and dilution refers to the circumstances prior to any issues related to acquisitions of real estate assets recently announced by the Company.
Complete terms and conditions for the Warrants
Complete terms and conditions for the Warrants are available on the Company's website, www.episurf.com.
Important dates
| Exercise period | 9 February-20 February 2026 |
| Last day of trading in TO14 B | 18 February 2026 |
| Estimated date for publication of the outcome of the exercise period | On or around 23 February 2026 |
Advisors
DNB Carnegie and Snellman Advokatbyrå AB acted financial and legal advisors to Episurf in connection with the Rights Issue.
For more information, please contact:
Pål Ryfors, Acting CFO, Episurf Medical
Phone: +46 709 623 669
Email: pal.ryfors@episurf.com
The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CET on February 9, 2026.
About Episurf Medical
Episurf Medical works to offer people with painful joint damage a more active and healthier life by making minimally invasive and tailor-made treatment options available. Episurf Medical's customised Episealer® implants and Epiguide® surgical instruments are used to treat local cartilage damage in joints. With Episurf Medical's μiFidelity® system, the implants are cost-effectively adapted to each person's unique injury for optimal fit and minimal intervention. Episurf Medical is headquartered in Stockholm, Sweden. The share (EPIS B) is listed on Nasdaq Stockholm. More information is available on the company's website: www.episurf.com.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow 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 jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Episurf Medical in any jurisdiction, neither from Episurf Medical nor from someone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 as of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus, prepared in accordance with the simplified disclosure regime for secondary issuances as set forth in the Prospectus Regulation, regarding the Rights Issue described in this press release has been prepared by the Company, reviewed and approved by the Swedish Financial Supervisory Authority and published on the Company's website.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. DNB Carnegie SME are acting for Episurf Medical in connection with the Rights Issue and no one else and will not be responsible to anyone other than Episurf Medical for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation 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 exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within 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 Rights Issue of the 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, within or into the US, the United Kingdom, Australia, Belarus, Canada, Hong Kong, Israel, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document 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" (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) 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.