Spermosens AB (“Spermosens” or the “Company”) held an Extraordinary General Meeting today, 4 November 2024. At the meeting, the shareholders approved all previously announced proposals. The decisions can be summarized as follows:
The meeting resolved to reduce the share capital without cancelling shares, to cover losses, through an amendment of the Articles of Association and a decision to reduce the share capital. The new limits for the share capital are a minimum of SEK 560,000 and a maximum of SEK 2,240,000. The number of shares will be between 280,000,000 and 1,120,000,000. Additionally, the Company resolved to decrease the share capital by SEK 27,793,497.76 without cancelling any shares, changing the nominal value of each share from SEK 0.1 to SEK 0.002. The amount from the reduction will be used to cover losses.
The meeting also approved a rights issue of Units for existing shareholders, amending the Articles of Association and approving the board’s decision on the issuance of Units. The meeting endorsed four alternative provisions for share capital and number of shares in the Articles of Association and authorized the board to notify the Swedish Companies Registration Office of the option that best corresponds with the outcome of the issue. If the issue uptake is minimal, current provisions on share capital and number of shares remain unchanged. If fully subscribed, the share capital will range from SEK 3,000,000 to SEK 12,000,000, with the number of shares between 1,500,000,000 and 6,000,000,000, with two intermediate options. Furthermore, the meeting approved the board’s decision from 3 October 2024 on the issuance of shares and Series TO5 and TO6 warrants, with subscription rights for existing shareholders. The new shares and warrants will be issued in Units. Each Unit consists of eight (8) shares, two (2) Series TO5 warrants, and four (4) Series TO6 warrants.
In total, up to 2,268,856,960 shares, 567,214,240 Series TO5 warrants, and 1,134,428,480 Series TO6 warrants will be issued. The right to subscribe to Units is first given to shareholders, secondly to other investors, and thirdly to potential guarantors, though no such guarantee commitments are currently in place. The subscription period for new Units will be from 11 November 2024 to 25 November 2024. The subscription price is SEK 0.08 per Unit, equivalent to SEK 0.01 per share. The Series TO5 and TO6 warrants will be issued free of charge.
Each Series TO5 warrant entitles the holder to subscribe for one new share at 70% of the volume-weighted average price from 19 May 2025 to 30 May 2025, but not less than the nominal value per share and not more than SEK 0.01. Each Series TO6 warrant entitles the holder to subscribe for one new share at 70% of the volume-weighted average price from 16 November 2026 to 27 November 2026, but not less than the nominal value per share and not more than SEK 0.015.
Finally, the meeting authorized the board to decide on new share issues, warrant issuances, and/or convertible instruments on one or more occasions up to the next Annual General Meeting, in accordance with the limits set in the Articles of Association.
The full decisions are available on the Company’s website: www.spermosens.com/investors/shareholders-meetings.
Lund, November 2024
Spermosens AB (publ)
The Board of Directors
For further information, please contact: Tore Duvold, CEO info@spermosens.com
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-Checkedproduct 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.comAbout Spermosens AB (publ)
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