Qlife publishes prospectus due to upcoming rights issue of units

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Publication of Prospectus

The Prospectus has been prepared in connection with the Rights Issue and has today, 6 April 2023, 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 5 April 2023 are registered as shareholders in the Company, whereby the holding of one (1) share entitles to twenty-five (25) unit rights and one (1) unit right entitles to subscription of one (1) unit consisting of one (1) share and one (1) warrant series TO 3.

• One (1) warrant entitles the right to subscribe for one (1) new share in the Company at an exercise price of SEK 0.11 per share. This means that the additional proceeds that may be added upon full exercise of warrants series TO 3 may amount to at least approximately SEK 63.4 million before issue costs. Subscription of shares by exercise of warrants takes place during the period 11 September – 29 September 2023.

• The Rights Issue comprises a maximum of 576,813,400 shares and a maximum of 576,813,400 warrants series TO 3 and the subscription price amounts to SEK 0.10 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 48.2 million after deduction of issue costs of approximately SEK 9.5 million, of which costs for underwriters amount to approximately SEK 6.4 million. SEK 7.3 million of the net proceeds are intended to be used for repayment of bridge loans from Curam Holding AB, Qualcon Aktiebolag, Fredrik Lundgren and Wilhelm Risberg, whereafter the remaining amount will be used for the following, in order of prior:

• Approximately 50 percent will be used for sales and partnering efforts of the CRP test into private clinics and consumer health segments.
• Approximately 35 percent will be used to advance the regulatory efforts for the clinical use of CRP in the European markets.
• Approximately 15 percent will be used for general administration and other.

• In the event that all warrants series TO 3 issued in the Rights Issue are exercised for subscription of shares in September 2023, the Company will receive additional net proceeds of at least approximately SEK 61.2 million, after deduction of issue costs of approximately SEK 2.2 million. The net proceeds are intended to be used for the following, in order of prior:

• Approximately 30 percent will be used for sales and partnering efforts of the CRP test into private segments.
• Approximately 30 percent will be used for regulatory filings of the CRP test.
• Approximately 25 percent will be used for continued R&D investments in expansion of test menu with additional capsules.
• Approximately 15 percent will be used for general administration and other.

• In the event the Rights Issue is oversubscribed, the board of directors of the Company may resolve to carry out an over-allotment issue of a maximum of 50,000,000 units (corresponding to 50,000,000 shares and 50,000,000 warrants of series TO 3) directed primarily to strategic and professional investors who have subscribed for units in the Rights Issue without receiving full allotment, which may provide the Company with additional initial issue proceeds of SEK 5 million before issue costs. Thus, the over-allotment issue may increase the total initial issue proceeds in the Rights Issue to approximately SEK 62.7 million before issue costs.

• 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 0.8 million, corresponding to approximately 1.3 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 40.0 million, corresponding to approximately 70.0 percent of the Rights Issue. In total, the Rights Issue is thus covered by subscription undertakings and guarantee commitments amounting to approximately SEK 41.2 million, corresponding to approximately 71.3 percent of the Rights Issue.

• The subscription period in the Rights Issue runs during the period 11 April 2023 – 25 April 2023.

• Trading in unit rights on Nasdaq First North Growth Market takes place during the period 11 April 2023 – 20 April 2023. 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 11 April until the Rights Issue is registered with the Swedish Companies Registration Office (Sw. Bolagsverket).

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

Advisers

G&W Fondkommission acts as financial advisor and Setterwalls Advokatbyrå AB acts as legal advisor to Qlife in connection with the Rights Issue. Aqurat Fondkommission AB acts as issuing agent in connection with the Rights Issue.

The information was submitted for publication, through the agency of the contact person set out above, on 2023-04-06 12:38 CET CEST.