Qlife publishes prospectus due to upcoming rights issue
The board of directors of Qlife Holding AB (“Qlife” or the “Company”) has, in connection with the Company’s upcoming rights issue of units that was announced on 24 August 2022 (the “Rights Issue”), prepared an EU Growth Prospectus (the “Prospectus”), which today has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
Publication of Prospectus
The Prospectus has been prepared in connection with the Rights Issue and has today, 30 September 2022, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions regarding the Rights Issue, is available on Qlife’s website (www.qlifeholding.com). The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se).
The Rights Issue in brief
- 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 one (1) share entitles to one (1) unit right and ten (10) unit rights entitle to subscription of seven (7) units consisting of one (1) share and one (1) warrant series TO 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.
- The Rights Issue comprises a maximum of 10,839,444 shares and a maximum of 10,839,444 warrants series TO 2022 and the subscription price amounts to SEK 7 per unit. The warrants are issued free of charge.
- 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. SEK 21 million of the net proceeds are intended to be used for repayment of bridge loans from Modelio Equity AB and Gerhard Dal whereafter the remaining amount will be used for the following, 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 (about 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, in order of prior:
- Commercial launch of the PHE test in major European markets (about 25 percent).
- Expansion of commercial organization (about 25 percent).
- Continued R&D investment in expansion of test menu with additional capsules (about 35 percent).
- General administration and other (about 15 percent).
- In connection with the Rights Issue, members of the Company’s board of directors and senior executives have issued subscription undertakings to subscribe for a total of approximately SEK 1.3 million, corresponding to approximately 1.8 percent of the Rights Issue. In addition, the Company has entered into agreements with a number of external investors for guarantee commitments 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 undertakings and guarantee commitments amounting to approximately SEK 53 million, corresponding to approximately 70 percent of the Rights Issue.
- The subscription period in the Rights Issue runs during the period 3 October 2022 – 17 October 2022.
- Trading in unit rights on Nasdaq First North Growth Market takes place during the period 4 October 2022 – 12 October 2022. Unit rights that are not exercised during the subscription period will become invalid and lose their value.
- Trading in BTU (Sw. betald tecknad unit) will take place on Nasdaq First North Growth Market as from and including 4 October 2022 until the Rights Issue is registered with the Swedish Companies Registration Office (Sw. Bolagsverket).1
For further information on the Rights Issue, please refer to the published Prospectus.
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.
For more information please contact:
Mette Gross, Chairman Qlife Holding AB
Tel. No.: +46 (0)73-517 85 25
 In the Prospectus it is stated that the trading in units rights and BTU will begin on 3 October 2022. Due to a technical error, the trading will instead begin on 4 October 2022.
The information was submitted for publication, through the agency of the contact person set out above, on 30-09-2022 18:01 CET CEST.