NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE

On 3 October 2024, Spermosens AB (publ) ("Spermosens" or the "Company") announced a rights issue of units of approximately SEK 22.7 million (the "Rights Issue"). The subscription period of the Rights Issue ended on 25 November 2024. Today, Spermosens announces the outcome of the Rights Issue. The subscription summary shows that 53,755,545 units, corresponding to approximately 19.0 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 5,517,892 units were subscribed for without unit rights, corresponding to approximately 1.9 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed to a total of approximately 20.9 percent. Through the Rights Issue, the Company will thus receive proceeds of approximately SEK 4.7 million, before issue costs. Upon full exercise of all warrants series TO 5, Spermosens will receive additional proceeds of a maximum of approximately SEK 1.2 million before issue costs, and upon full exercise of all warrants series TO 6, Spermosens will receive additional proceeds of a maximum of approximately SEK 3.6 million before issue costs.

Subscription and allotment

The subscription summary shows that 53,755,545 units, corresponding to approximately 19.0 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 5,517,892 units were subscribed for without unit rights, corresponding to approximately 1.9 percent of the Rights Issue. Accordingly, the Rights Issue has been subscribed to a total of approximately 20.9 percent. Through the Rights Issue, the Company will thus receive proceeds of approximately SEK 4.7 million before issue costs, which amounts to approximately SEK 0.8 million.

In the event of full exercise of all warrants series TO 5, Spermosens may receive additional proceeds amounting to approximately SEK 1.2 million before issue costs, and in the event of full exercise of all warrants series TO 6, Spermosens may receive additional proceeds amounting to approximately SEK 3.6 million before issue costs.

Each unit consists of eight (8) shares, two (2) warrants series TO 5, and four (4) warrants series TO 6. One (1) warrant of series TO 5 entitles the holder to subscribe for one (1) new share in the Company during the period 2 June - 16 June 2025. The subscription price for the subscription of shares by exercise of warrants of series TO 5 will correspond to 70 percent of the volume-weighted average price paid for the Company's share during the period from and including 19 May 2025 to and including 30 May 2025, however not lower than the share's quota value, and not higher than SEK 0.01, corresponding to 100 percent of the subscription price per share in the Rights Issue. One (1) warrant of series TO 6 entitles the holder to subscribe for one (1) new share in the Company during the period 30 November - 14 December 2026. The subscription price for the subscription of shares by exercise of warrants of series TO 6 will correspond to 70 percent of the volume-weighted average price paid for the Company's share during the period from and including 16 November 2026 to and including 27 November 2026, however not lower than the share's quota value, and not higher than SEK 0.015, corresponding to 150 percent of the subscription price per share in the Rights Issue.

Allocation of units subscribed for without unit rights has been made in accordance with the allocation principles described in the information memorandum that has been prepared in connection with the Rights Issue and published by the Company on 6 November 2024. Notification regarding allocation will be made through delivery of a transaction note to each subscriber. Allocated units shall be paid for in accordance with the instructions in the transaction note.

Change in share capital and number of shares as well as dilution

The extraordinary general meeting on 4 November 2024 resolved on a reduction of the share capital. As a result, the share capital was reduced with SEK 27,793,497.76, from SEK 28,360,712 to SEK 567,214.24, and the quota value per share was reduced from SEK 0.1 to SEK 0.002.

Through the Rights Issue, the number of shares in Spermosens increases with 474,187,496 shares, from 283,607,120 shares to 757,794,616 shares and the share capital increases by SEK 948,374.992 from SEK 567,214.240 to SEK 1,515,589.232. The dilution from the Rights Issue amounts to approximately 62.6 percent of the capital and votes of the Company.

In the event of full exercise of all issued warrants series TO 5 for subscription of new shares in the Company, the number of shares will increase with an additional 118,546,874 shares to a total of 876,341,490 shares and the share capital will increase by an additional SEK 237,093.748 to SEK 1,752,682.980. In the event of full exercise of all issued warrants series TO 6 for subscription of new shares in the Company, the number of shares will increase with an additional 237,093,748 shares to a total of 1,113,435,238 shares and the share capital will increase by an additional SEK 474,187.496 to SEK 2,226,870.476. In the event of full exercise of all issued warrants series TO 5 and TO 6, the additional dilution from the Rights Issue amounts to approximately 31.9 percent of the capital and votes of the Company.

Notification of change in major shareholding

Spermosens hereby announces that CFO Ulrik Nilsson's ownership in the Company will surpass the flagging threshold of 5 percent of the total number of shares and votes in the Company following the registration of the new shares with the Swedish Companies Registration Office.

Before the completion of the Rights Issue, Ulrik Nilsson's ownership amounts to 25,400,006 shares, corresponding to approximately 9.0 percent of the total number of shares and votes prior to the registration of the new shares. As a result of the dilution from the Rights Issue, his shareholding of 25,400,006 shares will correspond to approximately 3.4 percent of the total number of shares and votes in the Company following the registration of the new shares with the Swedish Companies Registration Office.

Trading in BTU

Trading in BTU (Sw. betald tecknad unit) takes place on Spotlight Stock Market under the short name SPERM BTU until the Rights Issue has been registered with the Swedish Companies Registration Office, which is estimated to take place around week 50, 2024. After approximately one week, BTU will then be converted to shares and warrants. Trading in the shares and warrants will thereafter take place on Spotlight Stock Market as soon as possible after completed registration with the Swedish Companies Registration Office.
 

Advisors

Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue.

For more information please contact: 

Tore Duvold, VD

info@spermosens.com

About Spermosens

Spermosens AB is a pioneering biotechnology company dedicated to advancing fertility treatments through innovative diagnostic solutions. Based in Sweden, Spermosens specializes in developing cutting-edge technologies that improve fertility outcomes and simplify the treatment process for individuals and couples facing infertility challenges. The proprietary JUNO-Checked product aims to enhance the precision and effectiveness of fertility diagnostics, ultimately helping more people achieve their dream of parenthood. Committed to scientific excellence and patient care, Spermosens collaborates with leading research institutions and commercial partners to bring transformative solutions to the market. The company's shares are listed on the Spotlight Stock Market. The shares have ISIN code SE0015346424 and are traded under the short name SPERM. For more information, see www.spermosens.com

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to 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 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 the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. This press release neither identifies nor pretends to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is only for the purpose of describing the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given as to the information in this press release regarding its accuracy or completeness. 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 offering 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 Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States, Russia, Belarus 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.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or current expectations and goals for the Company's future operations, financial situation, liquidity, earnings, prospects, expected 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 with words such as "believe", "expect", "anticipate", "refer", "can", "plan", "appreciate", "will", "should", "could ", "aim" or "maybe" or, in each case, their negative, or similar, expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any guarantees that they will occur or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or results may differ significantly from those set forth in the forward-looking statements which are the result of many factors. Such risks, uncertainties, unforeseen events, and other significant factors may cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The Company does not guarantee that the assumptions behind the forward-looking statements in this press release are free from errors and each reader should not place any excessive dependence on the forward-looking statements in this press release. The information, opinions and forward-looking statements in this press release relate only to the situation at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or publish any revisions of forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or by Spotlight Stock Market's regulations for issuers.