AegirBio

The Loan Facility

The loan facility consists of seven (7) tranches with a total nominal amount of SEK 45.00 million. AegirBio has today called for payment of Tranche 1 corresponding to SEK 7.50 million before deduction of a set-up fee of SEK 0.75 million and transaction costs. Tranches drawn under the Loan Facility are interest-free and mature on April 9, 2027.

Atlas has the right to call for conversion of debt in directed issues of all or part of the nominal amount of the called Tranches and the transaction fee up to and including the maturity date. The minimum amount to convert is SEK 0.50 million. To facilitate the administration of the conversions, the parties have agreed that a new issue under the Loan Facility shall be made when Atlas has called for conversion in an aggregate amount of at least MSEK 2.50 or if the market value of the transaction fee shares is less than MSEK 1.00. The Company will only announce conversions to the market when Atlas has called for conversions that lead to a new share issue.

For more information on the Loan Facility, readers are referred to the press release dated April 9, 2024 (“AegirBio enters into a conditional agreement on a MSEK 45 loan facility with Atlas Special Opportunities and an agreement to amend the outstanding convertible bonds, subject to EGM approval").

Set-off Issue for Transaction Fee

In accordance with the press release on April 9, 2024, a transaction fee of SEK 7,00 million was to be paid to Atlas for the issuance of the Loan Facility, the extension of outstanding Convertible Bonds and the cancellation of outstanding warrants of series TO4, to be paid by set-off against newly issued shares in AegirBio (the "Transaction Fee Shares").

As soon as payment of Tranche 1 has been made, the Board of Directors of AegirBio intends, based on the authorization received from the Annual General Meeting, to resolve to carry out a directed issue of 5,175,374 Transaction Fee Shares shares to Atlas, to be paid in full by Atlas through set-off. The subscription price shall correspond to 100.00 percent of the lowest daily volume-weighted average price according to the Nasdaq First North Growth Markets price list for the share in the Company during the fifteen (15) trading days preceding the date of the resolution of the new share issue, however, not less than the share’s quota value (currently SEK 0.08).

Due to the set-off issue, the share capital in AegirBio increases by SEK 414,029.92 to a total of SEK 2,884,179.68 and the number of shares increases by 5,175,374 to a total of 36,052,246, which entails a dilution of approximately 14.36 percent of the total number of shares and votes in the Company after registration of the new shares at the Swedish Companies Registration Office.

Prior to the decision to enter into the Loan Facility and amendment of the terms of the existing Convertible Bonds, the Company’s Board of Directors has, together with a financial advisor, carefully investigated the conditions for a rights issue to raise the necessary capital. The board’s assessment is that the Company currently, especially considering that the Company has SEK 40.00 million in outstanding Convertible Bonds that are held by Atlas, cannot meet its’ capital needs in any other way than through the Loan Facility with Atlas. The Board of Directors has together with a financial advisor assessed that a rights issue would require significant guarantee commitments from a guarantee syndicate, which has not been deemed possible for the Company to obtain. In addition, a rights issue would probably have been carried out at a significantly lower subscription price than that which Atlas will be able to convert at in accordance with the terms and conditions of the Loan Facility. The Board of Directors’ overall assessment is thus that the reasons for entering into the Loan Facility and subsequently carrying out directed share issues to Atlas in this way outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that share issues with deviation from the shareholders’ preferential rights in accordance with the Loan Facility are thus in the interest of the Company and all shareholders.

The method for calculating the subscription price in the future share issues has, in consultation with a financial advisor and through analysis of the Company’s debt ratio and several market factors, been determined through arm’s length negotiations with Atlas. It is the Board of Directors’ assessment that the subscription price through this procedure will reflect current market conditions and demand and that it thereby is market-based.