Coala-life

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES FURTHER PROSPECTUS, REGISTRATION, OR OTHER ACTIONS OTHER THAN THOSE UNDER SWEDISH LAW, ARE PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT TAKE PLACE WITHOUT APPLICATION OF EXCEPTIONS FROM SUCH ACTION. SEE ALSO THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.

The subscription period in Coala-Life Group AB’s ("Coala Life" or the "Company") issue of units, consisting of new shares and warrants of series TO3 with preferential rights for existing shareholders of approximately no more than SEK 75.4 million (the "Rights Issue") expired on January 22, 2024, and Coala Life hereby announces the preliminary outcome. The preliminary outcome shows that a total of 168,651,295 units, corresponding to approximately 53.7 percent, were subscribed for with and without the exercise of unit rights. Consequently, a total of 60,665,649 units, corresponding to approximately 19.3 percent of the Rights Issue, are expected to be subscribed for through the fulfillment of guarantee commitments. The Rights Issue is thus expected to be subscribed to a total of approximately 73.0 percent, whereby Coala Life preliminarily will receive proceeds amounting to approximately SEK 55.0 million (of which at minimum SEK 11.2 million is received through set-off of debts and thus not provided to the Company in cash) before costs attributable to the Rights Issue which amount to approximately SEK 8.4 million. The final outcome of the Rights Issue is expected to be announced through a press release around January 23, 2024.

Preliminary outcome of the Rights Issue

The subscription period for the Rights Issue ran up to and including January 22, 2024, and the preliminary count shows that 152,887,791 units, corresponding to approximately SEK 36.7 million and approximately 48.7 percent of the Rights Issue, were subscribed for through exercise of unit rights. An additional 15,763,504 units, corresponding to approximately SEK 3.8 million and approximately 5.0 percent of the Rights Issue, were subscribed for without the support of unit rights. According to the preliminary outcome, a total of 168,651,295 units were subscribed for with and without the support of unit rights, corresponding to approximately SEK 40.5 million and approximately 53.7 percent of the Rights Issue. Thus, 60,665,649 units, corresponding to approximately SEK 14.6 million and approximately 19.3 percent of the Rights Issue are expected to be subscribed for through the fulfilment of guarantee commitments. Thus, in the Rights Issue, a total of 229,316,944 units, corresponding to approximately 73.0 percent of the Rights Issue, are expected to be subscribed for and Coala Life is thereby expected to receive proceeds amounting to approximately SEK 55.0 million (of which at minimum SEK 11.2 million is received through set-off of debts and thus not provided to the Company in cash) before deduction of costs attributable to the Rights Issue, which are estimated to amount to approximately SEK 8.4 million, and approximately SEK 46.6 million after deduction of such costs (assuming that all guarantors will choose to receive guarantee commitment consideration in cash).

According to the preliminary outcome, the number of shares and votes in Coala Life increases through the Rights Issue by 917,267,776, from 314,132,800 to 1,231,400,576, corresponding to a dilution effect of approximately 74.5 percent in relation to the existing number of shares and votes. In the Rights Issue, preliminary 229,316,944 warrants are also issued, entitling the holders to subscribe for 229,316,944 new shares in the Company. Upon full exercise of all warrants that, according to the preliminary outcome, will be issued in the Rights Issue, the number of shares and votes in the Company will increase additionally by no more than 15.7 percent in relation to the existing number of shares and votes after the Rights Issue's registration.

The final outcome of the Rights Issue is expected to be announced through a press release around January 23, 2024.

"We are grateful to the existing owners and new investors who have shown support for Coala in the rights issue and confidence in our ongoing commercialization despite the current market conditions. Our efforts in the US market continues and we are pleased to begin monitoring hundreds of new patients through the agreement we entered into this January. We continue to work intensively to further expand and deliver patient benefit and shareholder value. We work hard to manage your trust in Coala”, says Dan Pitulia, CEO Coala Life.

The Rights Issue in brief

The Rights Issue comprised a maximum of 1,256,531,200 new shares and a maximum of 314,132,800 warrants, which may only be subscribed for and allotted together in the form of no more than 314,132,800 so called units where each unit consists of four (4) new shares and one (1) warrant. Each warrant entitles to subscription of one (1) new share in the Company. The subscription price was SEK 0.24 per unit, meaning a subscription price of SEK 0.06 per share. The warrant is issued free of charge. Subscription of new shares through the exercise of warrants shall be possible during the period from and including May 30, 2024 up to and including June 12, 2024. Each warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price per share corresponding to the higher of (i) 70 percent of the volume weighted average trading price of the Company’s share on Nasdaq First North Growth Market during a measuring period from May 13, 2024 up to and including May 24, 2024, however not less than SEK 0.06, and (ii) the quotient value of the share at the time of exercise of warrants.

Advisors

Penser By Carnegie, Carnegie Investment Bank AB (publ) is the financial advisor to Coala Life in connection with the Rights Issue, and Setterwalls Advokatbyrå AB is the legal advisor.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in the Company. No action has been taken and no measures will be taken to permit a public offering in any jurisdictions other than Sweden.

This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in shares or other securities in the Company.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in the Company have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

In the United Kingdom, this press release 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 press release relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements.

Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Nasdaq First North Growth Markets' regulations for issuers.