The Company has received non-binding declarations of intent from all of the Company's senior executives and Board members who hold Warrants as well as from a selection of existing Warrant holders regarding the exercise of Warrants, totalling approximately SEK 2.2 million, corresponding to approximately 5.8 percent of the total number of outstanding Warrants. Furthermore, the Company has received binding subscription undertakings from a selection of existing Warrant holders regarding the exercise of Warrants, totalling approximately SEK 4.7 million, corresponding to approximately 12.0 percent of the total number of outstanding Warrants.

In addition, NextCell has entered into guarantee commitments totalling approximately SEK 11.6 million, corresponding to approximately 30.0 percent of the total issue volume (the "Guarantee Commitments"). The Guarantee Commitments are so-called top guarantees and have been provided by a consortium consisting of both existing Warrant holders and shareholders in the Company, including Johan Prytz, Mats Carlsson, Mattias Cramby, Mattias Löfgren, Christer Jansson and Christian Månsson, as well as selected external investors (the "Guarantors"). The Guarantee Commitments will be utilized to the extent that Warrants are not exercised for subscription of new shares. The Guarantee Commitments, together with the received declarations of intent and subscription undertakings, ensure that the Company will receive minimum proceeds of approximately SEK 18.5 million, corresponding to approximately 47.8 percent of the total issue volume.

No compensation will be paid for declarations of intent and subscription undertakings received. A guarantee fee of fifteen (15) percent of the guaranteed amount is payable to the Guarantors in the form of newly issued shares in the Company (the "Remuneration Issue"). The subscription price per share in the Remuneration Issue shall correspond to the exercise price of the Warrants, i.e., SEK 1.00 per share, and will be paid through set-off of the claims on the guarantee fee.

The subscription of shares under the Guarantee Commitments will, in practice, be carried out through a directed share issue to the Guarantors (the "Directed Issue"). The subscription price per share in the Directed Issue shall correspond to the exercise price of the Warrants, i.e., SEK 1.00 per share. The Board intends to resolve on the Directed Issue following the end of the exercise period.

The Directed Issue and the Remuneration Issue will be subject to approval of the general meeting should such resolution be necessary due to the existing authorization and/or the limits of the Articles of Association not allowing for an issue following a resolution by the Board.

The subscription price in the Directed Issue, as well as the size of the guarantee fee and the subscription price in the Remuneration Issue, have been determined through arm's length negotiations between the Company and the Guarantors. The Board therefore considers both the subscription price and the guarantee fee to be on market terms and reflective of current market conditions and investor demand.

The Board deems it to be in the best interests of both the Company and its shareholders to secure part of the Warrant exercise through the Guarantee Commitments. The Guarantee Commitments and the Directed Issue ensure a high exercise rate of the Warrants and allow the Company to raise additional capital at low cost, in a time-efficient manner, and with less complexity compared to other financing alternatives. The size of the Directed Issue is dependent on the holders' exercise of the Warrants. Holders of the Warrants may still exercise their Warrants to subscribe for shares, thereby reducing the number of shares issued under the Directed Issue. Furthermore, the Board considers it beneficial to the Company's financial position and in the interest of its shareholders to settle the guarantee fee in shares through the Remuneration Issue instead of cash, as this preserves liquidity and strengthens the Company's working capital. Overall, the Board concludes that the reasons for securing the exercise of the Warrants through the Guarantee Commitments, and for carrying out the Directed Issue and the Remuneration Issue with deviation from the shareholders' preferential rights outweigh the reasons in favour of the general rule of issuing shares with preferential rights.

The Guarantee Commitments are not secured by any pre-transaction arrangements, bank guarantees, pledges, or similar collateral. Where applicable, shares in the Directed Issue will be allocated pro rata among the Guarantors in relation to their respective guaranteed amounts.

Provided that the full Guarantee Commitments are utilized, the Directed Issue and the Remuneration Issue may increase the share capital by up to SEK 2,738,000.50 through the issuance of up to 13,356,100 new shares.

For further information on how to exercise Warrants, please refer to the Company's press release dated May 16, 2025, and visit www.nextcellpharma.com.

Advisors
Redeye AB acts as financial advisor, and Törngren Magnell & Partners Advokatfirma KB acts as legal advisor to NextCell in connection with the exercise of the Warrants. Nordic Issuing AB acts as issuing agent.