Qlife carries out a rights issue of units of approximately SEK 76 million and brings forward the publication of the interim report for the first half of 2022
The board of directors of Qlife Holding AB (“Qlife” or the “Company”) has today, 24 August 2022, subject to approval by the extraordinary general meeting on 27 September 2022, resolved to carry out an issue of units, consisting of shares and warrants, with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Rights Issue mainly intends to finance the approval of a CRP test for self-test use in the European markets as well as completion and filing of clinical studies for CE approval of a PHE test for self-test use. Members of the Company’s board of directors and senior executives have expressed their intent to subscribe for a total of approximately SEK 1.3 million and furthermore, the Company has received guarantee undertakings of approximately SEK 51.7 million, corresponding to a total of approximately 70 percent of the Rights Issue. Upon full subscription in the Rights Issue, Qlife will initially receive approximately SEK 76 million before issue costs and upon full exercise of all warrants, Qlife will receive additional proceeds of a maximum of approximately SEK 108 million before issue costs. The Rights Issue is subject to approval by the extraordinary general meeting on 27 September 2022. Due to the Rights Issue, the board of directors has resolved to bring forward the publication of the interim report for the period 1 January – 30 June 2022 to today, 24 August 2022. The interim report will be announced in a separate press release.
Investor meeting due to the Rights Issue
In connection with the Rights Issue, current shareholders and others are invited to a digital presentation and Q&A with CEO Thomas Warthoe and CFO Kasper Boel Rousøe, which will be held on Friday 26 August at 14.00 CEST. The digital meeting will be held via Teams and participants can sign up by sending an email to firstname.lastname@example.org no later than Thursday 25 August at 14.00 CEST.
Background and reason
Qlife is a Swedish parent company of the wholly owned Danish subsidiary Qlife ApS, which was founded in 2018. Qlife develops and markets an innovative medical technology platform, with the goal of giving people access to clinical biomarker data when testing at home. The Company’s products will be able to test for a variety of biomarkers and through more frequent and accessible testing, users will be able to monitor lifestyle markers or markers for chronic disease states and gain increased insight into their health, and consequent adaptation of treatment and lifestyle.
Qlife’s platform Egoo.Health (“Egoo”), consists of a measuring instrument with associated capsules and a software for digital delivery of test results. The basic technology is built on the founders’ many years of cooperation in innovative measuring instruments and methods.
Qlife was listed on Nasdaq First North Growth Market in March 2020 and the Company now has a broad ownership base with private and institutional owners. Since 2020, the Company has grown rapidly and has a solid experienced management team with cutting-edge expertise in biochemical product development, mechanics, and software as well as regulatory process and manufacturing of biochemical products. The board of directors possesses broad expertise in the development and sale of medical devices, manufacturing, and supply chain, as well as financing.
The Company’s technology has been validated over the past two years through the development, registration, and sale of an isothermal PCR test for the COVID-19 pandemic. In doing so, the Company has built expertise and gained experience of the CE marking process during IVDR.
The Company’s PHE and CRP tests are in the final phase of product development and the Company plans to submit CE marking protocol for CRP before the end of 2022 and initiate clinical studies for PHE early next year. This paves the way for the market launch of two new tests in the home in 2023. Already in 2022, the Company plans to carry out a soft launch of the CRP test in the wellness segment, which provides good opportunities to test the platform’s overall performance, packaging of customer solutions and pricing models.
In the spring of 2022, Qlife moved into new adapted premises and has now gathered the entire organization under the same roof. The premises are adapted to Qlife’s operations and can accommodate the planned scale-up of production capacity of capsules. Furthermore, the Company has recently entered into an agreement with Scanfil, an international Finnish manufacturing company, with the capacity to scale up the production of the Company’s instruments. Scanfil will manufacture the measuring instrument from the fourth quarter of 2022, thus paving the way for a rapid scale-up of instrument manufacturing as well.
Upon full subscription in the Rights Issue, the Company will receive initial net proceeds of approximately SEK 65 million after deduction of issue costs of approximately SEK 11 million, of which costs for underwriters amount to approximately SEK 6 million. The net proceeds are intended to be used for the following areas of use, in order of prior:
- Approval of the CRP test for self-test use in the European markets (about 50 percent).
- Completion and filing of clinical studies for CE approval of the PHE test for self-test use (approximately 25 percent)
- Upscaling of outsourced instrument production (about 10 percent).
- General administration and other (about 15 percent).
In the event that all warrants series TO 2022 issued in the Rights Issue are exercised for subscription of shares during June 2023, the Company will receive additional net proceeds of a maximum of approximately SEK 104 million after deduction of issue costs of approximately SEK 4 million. The net proceeds are intended to be used for the following areas of use, in order of prior:
- Commercial launch of the PHE test in major European markets (about 25 percent).
- Expansion of commercial organization (approximately 25 percent).
- Continued R&D investment in expansion of test menu with additional capsules (approximately 35 percent).
- General administration and other (about 15 percent).
Comment from the CEO
“Since our last share issue in spring of 2021, Qlife has invested in creating a world class IVDR organisation that operates and delivers under tight regulations. In parallel, we have been able to respond to the COVID-19 opportunity and have created a really interesting 30-minutes PCR COVID capsule that has resulted in decent revenues and a proven molecular angle to the platform. We are now in a position where we have a strong organization, a strong product platform and a deep understanding of the regulatory environment that we operate within and are in the position to launch our product to consumers. Consequently, we are ready to execute on our mission to empower people in their home with access to self-testing of clinical-grade biomarkers, and to start executing our long-term plan”, says Thomas Warthoe, CEO of Qlife.
Terms of the Rights Issue
Qlife’s board of directors has today on 24 August 2022, subject to approval by the extraordinary general meeting on 27 September 2022, resolved to carry out the Rights Issue by issuing a maximum of 10,839,444 units. The right to subscribe for units shall accrue with preferential rights to those who on the record date on 29 September 2022, are registered as shareholders in the Company, whereby the holding of 1 share entitles to 1 unit right and 10 unit rights entitle to subscription of 7 units consisting of 1 share and 1 warrant series TO 2022. In total, the Rights Issue comprises a maximum of 10,839,444 shares and a maximum of 10,839,444 warrants series TO 2022. The subscription price amounts to SEK 7, which means that Qlife initially will receive approximately SEK 76 million before issue costs upon full subscription in the Rights Issue and excluding the additional proceeds that may be added when exercising the warrants. The warrants are issued free of charge. Subscription of units with or without preferential rights shall take place during the period 3 October 2022 – 17 October 2022. Unit rights that are not exercised during the subscription period will become invalid and lose their value. Unit rights are expected to be traded on Nasdaq First North Growth Market during 3 October – 12 October 2022.
One (1) warrant entitles the right to subscribe for one (1) new share in the Company at an exercise price corresponding to 70 percent of the volume-weighted average price of the Company’s share during the period from and including 22 May 2023 up to and including 2 June 2023, however, not less than the share’s quota value and not more than SEK 10 per share. This means that the additional proceeds that may be added upon exercise of the warrants may not exceed a maximum of approximately SEK 108 million before issue costs. Subscription of shares by exercise of warrants takes place during the period 7 – 21 June 2023.
If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units; secondly, to those who have subscribed for units in the Rights Issue without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of; and thirdly, to those who have provided underwriting commitments with regard to subscription of units, in proportion to such underwriting commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Complete terms and conditions for the Rights Issue, as well as other information about the Company, will be presented in the EU Growth Prospectus that is expected to be published around 28 September 2022 (the "Prospectus").
In connection with the Rights Issue, Thomas Warthoe (co-founder, board member and CEO) and Peter Warthoe (co-founder and board member) have undertaken towards Zonda Partners AB not to sell or carry out other transactions with the same effect as a sale without, in each individual case, first having obtained a written approval from Zonda Partners AB. The decision to give such written consent is decided by Zonda Partners AB and an assessment is made in each individual case. Granted consent can depend on both individual and business reasons. The lock-up agreements are subject to customary exceptions and also do not apply to sales of unit rights allotted in the Rights Issue based on current holdings of shares, provided that such sales are executed as block trades outside of the market and that the net proceeds after tax from such sales are used exclusively to subscribe for units in the Rights Issue. The lock-up period lasts until 30 June 2023.
Subscription intentions and guarantee undertakings
In connection with the Rights Issue, the members of the Company’s board of directors and senior executives have expressed their intent to subscribe for a total of approximately SEK 1.3 million, corresponding to approximately 1.8 percent of the Rights Issue. No compensation is paid for provided subscription intentions. The Company has also entered into agreements with a number of external investors for issue guarantees amounting to approximately SEK 51.7 million, corresponding to approximately 68.2 percent of the Rights Issue. In total, the Rights Issue is thus covered by subscription intentions and guarantee undertakings amounting to approximately SEK 53 million, corresponding to approximately 70 percent of the Rights Issue. According to the guarantee undertaking, cash compensation of 12 percent of the guaranteed amount is paid for the guaranteed amount, or alternatively 14 percent of the guaranteed amount in the form of newly issued shares in the Company. The subscription price applicable for the shares issued to issue guarantors shall amount to SEK 7, i.e. the same as the subscription price for the shares in the units in the Rights Issue. In order to enable new issues of shares as guarantee compensation to the guarantors who choose to receive guarantee compensation in newly issued shares, the board has proposed that the extraordinary general meeting on 27 September 2022, which is proposed to resolve on the approval of the Rights Issue, also resolves on authorization for the board to resolve on new issues of such shares to guarantors.
Preliminary timeline for the Rights Issue
|27 September 2022||Extraordinary general meeting.|
|27 September 2022||Last day of trading including the right to receive unit rights.|
|28 September 2022||First day of trading excluding the right to receive unit rights.|
|29 September 2022||Record date for participation in the Rights Issue.|
|3 October 2022 – 12 October 2022||Trading in unit rights on Nasdaq First North Growth Market.|
|3 October 2022 – 17 October 2022||Subscription period.|
|3 October 2022 – Until the Rights Issue is registered with the Swedish Companies
|Trading in paid subscribed units|
|On or around 20 October 2022||Announcement of outcome in the Rights Issue.|
Extraordinary general meeting
The board of directors’ resolution on the Rights Issue is subject to approval by the extraordinary general meeting on 27 September 2022, and the resolution on the Rights Issue presupposes and is conditional upon the limits for share capital and number of shares in the articles of association being changed in accordance with the board of directors’ proposal to the extraordinary general meeting. Notice of the extraordinary general meeting will be announced in a separate press release.
Change of share capital and number of shares and dilution
Through the Rights Issue, the number of shares in Qlife will increase by a maximum of 10,839,444 shares, from 15,484,927 shares to 26,324,371 shares and the share capital will increase by a maximum of SEK 867,155.52, from SEK 1,238,794.16 to SEK 2,105,949.68 For existing shareholders who do not participate in the Rights Issue this means, upon full subscription, a dilution effect of approximately 41.2 percent of the votes and capital in the Company.
In the event that all warrants series TO 2022 are fully exercised for subscription of new shares in the Company, the number of shares will increase by an additional 10,839,444 to a total of 37,163,815 shares and the share capital will increase by an additional SEK 867,155.52 to SEK 2,973,105.20. This corresponds to a dilution effect from the warrants of an additional maximum of approximately 29.2 percent. The total dilution effect in the event that both the Rights Issue and the warrants are fully subscribed thus amounts to approximately 58.3 percent.
Bringing forward of the publication of the interim report for the period 1 January – 30 June 2022
Due to the Rights Issue, the board of directors of the Company has resolved to bring forward the publication of the interim report for the period 1 January – 30 June 2022 to today, 24 August 2022, instead of 29 August 2022 as previously communicated. The interim report will be announced in a separate press release.
Zonda Partners AB acts as financial advisor and Setterwalls Advokatbyrå AB acts as legal advisor to Qlife in connection with the Rights Issue. Eminova Fondkommission AB acts as issuing agent in connection with the Rights Issue.
 Phenylalanine (PHE) is a building block of proteins (an amino acid) obtained through diet, and is found in all proteins and in some artificial sweeteners. C-reactive protein (CRP) is an acute phase protein produced by the liver, whose concentrations in the blood rise in response to inflammatory disorders. A PHE and CRP sample is done through blood samples and is used to measure the levels of PHE and CRP in the blood plasma.
This disclosure contains information that Qlife Holding AB 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 24-08-2022 08:00 CET.