Biosergen

Terms for the Compensation Issue
In accordance with what was communicated in a press release on November 18, 2024, the Company received top underwriting commitments totaling approximately SEK 15.1 million from the Underwriters, corresponding to about 33.5 percent of the issue proceeds that the Company could obtain through the exercise of the Warrants. In accordance with the underwriting agreements, underwriting compensation was to be paid either in cash or newly issued shares. In case of payment in cash the underwriting compensation was to correspond to ten (10) percent of the underwritten amount. In case of payment in the form of newly shares, the underwriting compensation was to correspond to twelve (12) percent of the underwritten amount, with a subscription price corresponding to the exercise price per share for the Warrants, which the Board of Directors deems to be in line with fair market practice. One of the underwriters have chosen to receive their underwriting compensation in the form of newly issued shares. The Board of Directors has therefore resolved that payment of such part of the underwriting compensation shall be made by offsetting the underwriters’ claims on the Company against newly issued shares.

The Board of Directors of Biosergen has therefore today, based on the authorization granted by the Annual General Meeting on June 14, 2024, resolved on the Compensation Issue, which comprises a total of 734,693 shares. The subscription price in the Compensation Issue amounts to SEK 0.49 per share, corresponding to the exercise price for the Warrants. The subscription price was negotiated at arm's length in connection with the guarantee procurement and is therefore deemed to be in line with market terms.

The cash component of the underwriting compensation to the remaining underwriters amounts to approximately SEK 1.2 million.

Reasons for deviating from the shareholders’ preferential rights
As set out above and as previously announced, underwriters in the warrant program are entitled to underwriting compensation corresponding to ten (10) percent of the underwritten amount in cash or twelve (12) percent in shares. As a result of the underwriting commitments, each underwriter has a claim on the Company regarding underwriting compensation. One of the underwriters have declared their willingness to allow the Company to offset the debt regarding underwriting compensation by carrying out an offset issue. The Compensation Issue is thus carried out in order to fulfil the Company’s obligations to the underwriters as a result of the underwriting commitments entered into. The Company’s alternative to carrying out the Compensation Issue is to settle all underwriting compensation through cash payment. The Board of Directors is of the opinion that – considering current market conditions – it is in the interest of the Company’s financial position and in the interest of the shareholders to carry out the Compensation Issue on the stated terms and conditions, as the Company will then release funds that strengthen the Company’s working capital.

Shares, share capital and dilution
Through the Compensation Issue, the number of shares in Biosergen increases by 734,693 shares, from 234,088,519 shares to 234,823,212 shares, and the share capital increases by approximately SEK 18,367.325 from approximately SEK 5,852,212.975 to SEK 5,870,580.300. The Compensation Issue implies a dilution effect for shareholders of approximately 0.31 percent.

Advisers
Mangold Fondkommission AB is the financial advisor and the issuing agent to Biosergen AB in connection with the exercise of series TO3 warrants. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the exercise of series TO3 warrants.