Acarix
ACARIX CARRIES OUT A DIRECTED ISSUE TO GUARANTORS FOLLOWING THE COMPLETED RIGHTS ISSUE
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD REQUIRE ADDITIONAL PROSPECTUS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE IS UNLAWFUL OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH ACTION. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors or Acarix AB ("Acarix" or the "Company") has today, in accordance with the guarantee commitments entered into in connection with the preferential issue of units that the Company carried out in October 2023 (the "Rights Issue"), resolved on a directed issue of 12,600,000 shares as guarantee compensation directed to the guarantors who chose renumeration in shares in the Rights Issue for their provided bottom and top guarantee commitments. The shares are issued at a price of SEK 0.20 per share, corresponding to the issue price in the Rights Issue, and payment is made by offsetting the guarantors' claims on the Company amounting to approximately SEK 2.5 million.
As previously communicated in connection with the Rights Issue, the guarantors who guaranteed the Rights Issue had the possibility to choose to receive the remuneration paid out in cash or in the form of newly issued shares in the Company. The guarantors that chose to receive renumeration in the form of newly issued shares are Life Science Invest Fund 1 and Bernhard von der Osten-Sacken. Due to this, the Company's Board of Directors has today, based on the authorization granted at the Annual General Meeting on 11 May 2023, resolved to carry out a directed issue of 12,600,000 shares to Life Science Invest Fund 1 and Bernard von der Osten-Sacken as remuneration for the guarantee commitments provided by these guarantors in connection with the Rights Issue. The directed share issue will increase the Company's share capital by SEK 126,000.00. The reasons for the deviation from the shareholders preferential right is to honor the Company's obligations under the guarantee agreement.
The shares are issued at a price of SEK 0.20 per share, corresponding to the issue price in the Rights Issue. The Company's Board of Directors considers the issue price to be coherent to market terms. All of the shares in the directed issue have been subscribed and allocated, and the Board of Director's have resolved that payment should be made by offsetting the guarantors' claims on the Company amounting to approximately SEK 2.5 million. When these 12,600,000 shares, together with the 271,720,806 shares issued in the Rights Issue, have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), the number of shares in the Company will amount to 737,188,816 shares, and the Company's share capital to SEK 7,371,888.16. The additional dilution, as the result of the directed issue to the guarantor, amounts to approximately 1.71 percent based on the number of shares in the Company after registration of all shares to be issued in the Right Issue. The Company has not had any specific costs related to the directed issue as it is conducted as part of the work with the Rights Issue. However, the cash remuneration to guarantors that the Company must pay decreases to approximately SEK 4.0 million, from the previous maximum of approximately SEK 6.6 million.
Advisors
In connection with the Rights Issue, Acarix has engaged Erik Penser Bank AB and Baker McKenzie as financial and legal adviser, respectively.
For more information, please contact:
Fred Colen, acting CEO, email fred.colen@acarix.com
Christian Lindholm, CFO, phone +46 705 118333, email christian.lindholm@acarix.com
About Acarix
Acarix is a Swedish medical device company that innovates solutions for rapid AI-based rule out of coronary artery disease (CAD). The CE approved and FDA DeNovo cleared Acarix CADScor®System is intended for patients experiencing chest pain with suspected CAD and designed to help reduce millions of unnecessary, invasive, and costly diagnostic procedures. The CADScor®System uses advanced acoustics and AI-technology to rule out CAD non-invasively in less than 10 minutes, with at least 96% certainty. The CADScor®System has been used on more than 29,000 patients and is recommended by Acarix as a first-line diagnostic aid as outlined in the clinical workflow developed in collaboration with the American College of Cardiology (ACC). Acarix is listed on the Nasdaq First North Premier Growth Market in Stockholm (ticker: ACARIX). Erik Penser Bank AB (+46 8 463 83 00, certifiedadviser@penser.se) is Certified Advisor of Acarix. For more information, please visit www.acarix.com.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Acarix in any jurisdiction, neither from Acarix nor from someone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU growth prospectus, regarding the Rights Issue, has been approved by the Swedish Financial Supervisory Authority and published by the Company. The Swedish Financial Supervisory Authority approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
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. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Redeye is acting for Acarix in connection with the Rights Issue and no one else and will not be responsible to anyone other than Acarix for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. Redeye is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.
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 Rights Issue 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, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, South Korea, Switzerland, Russia, Belarus 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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Premier Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Company's shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal, or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Datum | 2023-11-16, kl 11:35 |
Källa | MFN |
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