Acarix

“We are absolutely delighted by this outcome and the strong support our shareholders have shown us. The proceeds from the TO3 warrants will continue to fund our US expansion where we see great potential and we look forward to keeping you updated of our progress. I want to express my deep gratitude to all of you“, says Aamir Mahmood, CEO Acarix.

Background and outcome

The exercise period for the warrants of series 3 commenced on September 11, 2024, and closed on September 25, 2024. The subscription price per share upon exercise of the warrants of series 3 was SEK 0.25. Prior to the exercise period, the Company received declarations of intent and guarantee commitments corresponding to 100 percent of the warrant issue, which was announced on August 26, and August 28, 2024.

A total of 87,157,745 warrants were exercised, corresponding to a subscription rate of approximately 96.2 percent, for the subscription of 87,157,745 new shares. Thus, approximately SEK 0.9 million, corresponding to 3.8 percent of the outstanding warrants, will be allocated to the guarantors through a directed issue on the same terms as the warrant exercise. Through the exercise of the warrants and the subsequent directed share issue to the guarantors, Acarix will receive approximately SEK 22.6 million before issuance costs.

Directed share issue

The board of directors intends, in accordance with previously communicated guarantee agreements, to resolve on a directed share issue to the guarantors, supported by the authorization from the annual general meeting on May 14, 2024.

Interim shares

Exercised warrants have been replaced with interim shares (IA) pending registration with the Swedish Companies Registration Office. The conversion of interim shares to ordinary shares is expected to occur shortly after the registration with the Swedish Companies Registration Office has been finalized.

The allocation of shares to the guarantors will take place once the directed share issue has been registered with the Swedish Companies Registration Office.

Number of shares, share capital and dilution

Through the exercise of warrants, the number of shares in Acarix will increase by 87,157,745 shares, from 973,170,178 to 1,060,327,923 shares. The share capital will increase by SEK 871,577.45, from SEK 9,731,701.78 to SEK 10,603,279.23.

Through the directed share issue to the guarantors, the number of shares will increase by an additional 3,415,857 shares to 1,063,743,780 shares. The share capital will increase by an additional SEK 34,158.57, to SEK 10,637,437.80.

For existing shareholders who did not exercise warrants of series 3, the dilution amounts to approximately 8.5 percent.

Advisers

Advokatfirman Lindahl KB is acting as legal advisor and Penser by Carnegie, Carnegie Investment Bank is acting as financial advisor in connection with the exercise of warrants of series 3.

IMPORTANT INFORMATION
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This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. 

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 offer 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 the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland 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.