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

Monday, 25 November 2024, is the last day of the subscription period in Spermosens AB:s (publ) ("Spermosens" or the "Company") issue of a maximum of 283,607,120 units, corresponding to a maximum of 2,268,856,960 shares, 567,214,240 warrants of series TO 5, and 1,134,428,480 warrants of series TO 6 with preferential rights for existing shareholders at a subscription price of SEK 0.08 per unit, corresponding to SEK 0.01 per share (the "Rights Issue"). Please note that certain banks and nominees may have an earlier deadline for submitting applications for subscriptions of units in the Rights Issue. Shareholders are therefore encouraged to check with their bank or nominee to confirm whether an earlier deadline applies.

Summary of the Rights Issue

• One (1) existing share entitles to one (1) unit right and one (1) unit right entitle the holder to subscribe for one (1) unit in the Company. Each unit consists of eight (8) new shares, two (2) warrants of series TO 5, and four (4) warrants of series TO 6.

• The Rights Issue comprises a maximum of 283,607,120 units, corresponding to a maximum of 2,268,856,960 shares, 567,214,240 warrants of series TO 5, and 1,134,428,480 warrants of series TO 6. Upon full subscription in the Rights Issue, Spermosens will initially receive approximately SEK 22.7 million before deduction of issue costs. In the event that all warrants of series TO 5 and TO 6 issued in the Rights Issue are exercised for subscription of shares, the Company will receive maximum additional proceeds of approximately SEK 22.7 million before deduction of issue costs.

• The subscription price in the Rights Issue is SEK 0.08 per unit, corresponding to SEK 0.01 per share. The warrants are issued free of charge.

• The subscription period in the Rights Issue runs between 11 November - 25 November 2024.

• 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.

• Warrants of series TO 5 and TO 6 are expected to be admitted to trading on Spotlight Stock Market in close connection with the registration of the Rights Issue with the Swedish Companies Registration Office and the conversion of BTU (paid subscribed unit) to ordinary shares and warrants.

For further information on the Rights Issue, please refer to the published information memorandum.

How to subscribe

Avanza: (Deadline November 24 23:59)

Nordnet: (Deadline November 24 23:59)  

Eminova Fondkommission: (Deadline 25 November 2024 15:00)

Information memorandum and application forms

The information memorandum that was published by the Company on 6 November 2024, containing complete terms and conditions, is available on the Company's website (www.spermosens.com), on Spotlight Stock Market's website (www.spotlightstockmarket.com) and on Eminova Fondkommission's website (www.eminova.se). Application forms are available on the Company's and Eminova Fondkommission's respective websites.

Timeline for the Rights Issue

11 November - 25 November 2024: Subscription period

11 November - 20 November 2024: Trading in unit rights

11 November 2024 until the Rights Issue is registered with the Swedish Companies Registration Office: Trading in BTUs

27 November 2024: Expected announcement of the outcome in the Rights Issue

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.