AcouSort

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Summary
 

• The Board of Directors of AcouSort has resolved to carry out a capitalization of approximately MSEK 24.8 before issuing costs through a Rights Issue of Units with pre-emption rights for the Company's shareholders as of the record date on 14 November 2023.
• The issue proceeds will primarily finance strengthened commercialization activities and an increase in production capacity.
• Each existing share held in the Company as of the record date on 14 November 2023 entitles the shareholder to one (1) unit right. Twenty-four (24) unit rights entitle the holder to subscribe for one (1) Unit. One (1) Unit consists of three (3) shares and one (1) free-of-charge Warrant.
• A total of 551,998 Units will be issued. Each Unit consists of three (3) shares and one (1) free-of-charge Warrant, which means that 1,655,994 new shares and 551,998 Warrants will be issued.
• The subscription price for one (1) Unit is SEK 45.00, which corresponds to SEK 15.00 per new share. The Warrants are issued free of charge.
• The subscription period for the Rights Issue runs from 16 November 2023 through 30 November 2023.
• The Board's resolution on the Rights Issue is made with the support of an issuance authorization granted at the Annual General Meeting on 25 April 2023.
• The Rights Issue is guaranteed up to approximately 80 percent of the issuing amount through subscription commitments and underwriting commitments. However, subscription commitments and underwriting commitments are not secured by bank guarantees, pledges or similar arrangements.
• The free-of-charge Warrants entitles the holder to, for each one (1) Warrant held, subscribe for one (1) new share during the period from and including 10 March 2025, up to and including 24 March 2025, at a subscription price of SEK 21.00 per share.
• The Warrants will be listed and admitted to trading on the Nasdaq First North Growth Market.

Background and rationale

AcouSort holds a strategic position to play a central role in the future of healthcare. The three most lethal diseases globally are cardiovascular diseases, infections and cancer. To address these, there is a significant demand for innovative diagnostic and cell therapeutic solutions. Current processes for sample preparation and manufacturing are largely manual, which constitutes a bottleneck for further development. Manual handling increases the risk of incorrect or delayed diagnostics and the risk of bacterial contamination during cell therapy production. The result is high costs and limited availability of potentially life-saving treatments.

AcouSort aims to address these challenges in diagnostics and cell therapy by introducing automated solutions that integrate sample preparation, thereby reducing the need for manual handling before analysis and during manufacturing. For cell therapy, AcouSort's versatile technology can effectively be applied at multiple stages of the process, with significant potential to lower manufacturing costs. In diagnostics, AcouSort's unique ability to automate and integrate sample preparation enables a new generation of products. The advantage is that patient samples can be analyzed directly at the point of care instead of being sent to central laboratories, resulting in faster results for both doctors and patients.

Furthermore, AcouSort aims to generate continuous revenues through the sale of OEM modules (Original Equipment Manufacturer) to larger players. By establishing multiple partnerships within the cell therapy, gene therapy, and diagnostics markets, AcouSort is working to create a network of researchers and collaborative partners for joint technological development. Recently, the Company has significantly strengthened its commercial capacity and is now focusing on the North American, European, and selected Asian markets.

Upon full subscription, the Company will receive approximately MSEK 24.8 before issuing costs. The net proceeds are intended to be allocated, in addition to general working capital, to the following areas:

• Strengthening of commercial activities, approximately 50%
• Development/adaptation of customer applications, approximately 30%
• Increase in production capacity, approximately 20%

In the event that all Warrants are exercised for the subscription of shares, the Company will receive additionally approximately MSEK 11.6 before issuing costs. Any proceeds from the Warrants are intended to be used in accordance with the above allocation to further strengthen commercialization activities and production capacity.

Preliminary time plan for the Rights Issue

Rights Issue in Summary

The right to subscribe for Units accrue, with pre-emption rights, to the Company's shareholders. Each existing share held in the Company as of the record date of 14 November 2023, entitles the holder to one (1) unit right. Twenty-four (24) unit rights entitle the holder to subscribe for one (1) Unit at a subscription price of SEK 45.00 per Unit, equivalent to SEK 15.00 per share. A total of 551,998 Units will be issued. One (1) Unit consists of three (3) shares and one (1) free-of-charge Warrant. To the extent that Units are not subscribed with pre-emption rights, these shall be offered to shareholders and other investors who have submitted a wish to subscribe for Units in AcouSort. Upon full subscription in the Rights Issue, the Company will receive approximately MSEK 24,8 before issuing costs.

The subscription period runs from and including 16 November 2023, up to and including 30 November 2023. Unit rights that are not exercised during the subscription period can no longer be exercised for subscription of Units and thereby lose their value. Trading in unit rights will take place on Nasdaq First North Growth Market from and including 16 November 2023, up to and including 27 November 2023, and BTU (paid subscribed units) during the period from and including 16 November 2023, up to and including the date when the Rights Issue has been registered at the Swedish Companies Registration Office.

Shares and share capital

Through the Rights Issue, the share capital of the Company will increase by a maximum of SEK 165,599.40, from SEK 1,324,796.40 to SEK 1,490,395.80, through the issuance of up to 1,655,994 shares. The total number of shares will thereby increase from 13,247,964 shares to a maximum of 14,903,958 shares.

Upon full exercise of all issued Warrants, the share capital will increase by an additional SEK 55,199.80, and the number of shares by 551,998 shares. The subscription price for new shares resulting from the exercise of the Warrants amounts to SEK 21.00 per new share. The Company will thus be supplied with an additional maximum of MSEK 11.6 before issuing costs.

The dilution effect amounts to approximately 11.1 percent with a fully subscribed issue of Units and a total of 14.3 percent with a subsequent fully subscribed issue of shares with the support of Warrants.

Subscription commitments and underwriting commitments

The Rights Issue is guaranteed to approximately 80 percent by subscription commitments and underwriting commitments. Subscription commitments have been made by existing shareholders, including certain Board members and members of the management, and correspond to approximately 7.3 percent of the Rights Issue. Existing shareholders, including one Board member, and external investors have also contracted for the acquisition of unit rights, totaling approximately 6.8 percent of the Rights Issue. Furthermore, around 65.9 percent of the Rights Issue is guaranteed through underwriting commitments. However, the entered subscription commitments and underwriting commitments are not secured by means of bank guarantees, escrow funds, collateral pledges, or similar arrangements. A cash compensation of 11 percent on the underwriting amount is issued for underwriting commitments.

Information Memorandum

The Company will prepare an information memorandum in connection with the Rights Issue containing complete terms and conditions and other information about the Rights Issue. The information memorandum is expected to be published on the Company´s website, www.acousort.com, on 14 November 2023.

Advisors

Erik Penser Bank AB is the financial advisor and issuing agent and Fredersen Advokatbyrå AB is legal advisor to AcouSort in connection with the Rights Issue.