Guard Therapeutics

CEO comment
“We are pleased that through this repair issue, we have been able to offer all shareholders the opportunity to defend their ownership on the same terms as in the previous directed share issue in June. The outcome is in line with the company’s expectations based on the purpose and structure of the rights Issue, as well as the company’s share price during the subscription period”, says Tobias Agervald, CEO of Guard Therapeutics.

Subscription and allotment
The outcome in the Rights Issue, in which the subscription period ended on 23 September 2024, shows that 227,922 shares were subscribed for by exercise of subscription rights, corresponding to approximately 8.5 per cent of the Rights Issue, and 10,968 shares were subscribed for without subscription rights, corresponding to approximately 0.4 per cent of the Rights Issue. The Rights Issue was thus subscribed to a total of approximately 8.9 per cent, and through the Rights Issue, the Company will receive approximately SEK 7.2 million before transaction costs.

Allocation of shares will be made in accordance with the principles set out in the EU growth prospectus published by the Company on 2 September 2024 (the “Prospectus”). Notification of allocation of share subscribed for without the support of subscription rights will be made through a settlement note that will be sent out to each subscriber. Allocated shares shall be paid in accordance with the instructions on the settlement note.

Change in share capital and number of shares as well as dilution
After registration of the Rights Issue with the Swedish Companies Registration Office (Sw. Bolagsverket), the Company’s share capital will increase by SEK 238,890, from SEK 12,055,988 to SEK 12,294,878. The number of shares in the Company will increase by 238,890 shares, from 12,055,988 shares to 12,294,878 shares. The dilution from the Rights Issue amounts to approximately 1.9 per cent of the votes and capital in the Company.

Trading in BTA
Trading in paid subscribed shares (“BTA”) is currently taking place on Nasdaq First North Growth Market until 8 October 2024. BTA will thereafter be converted into shares.

Advisors
Setterwalls Advokatbyrå AB is legal advisor to the Company in connection with the Rights Issue and Nordic Issuing AB is acting as issuing agent in connection with the Rights Issue.

For further information, please contact:
Tobias Agervald, CEO
Telephone: +46 8 670 65 51
E-mail: info@guardtherapeutics.com

The information was submitted for publication, through the agency of the contact persons set out above, on 24 September 2024 18:00 CEST.

IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Guard Therapeutics. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in Guard Therapeutics has only been made through the Prospectus that Guard Therapeutics has published on 2 September 2024. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company’s website, www.guardtherapeutics.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the Company’s shares or any other securities. 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 suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares or other securities in Guard Therapeutics. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.

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, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland 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 Guard Therapeutics 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 European Union (“EU”), such an offering of Securities may only be made in accordance with 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 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” (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.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

This information, the opinions and the forward-looking statements included in this press release are only applicable as of this date and may change without any notice thereof. Guard Therapeutics does not undertake to publish any updates or amendments of forward-looking statements, future events or similar circumstances other than what is required by appliable legislation.

As Guard Therapeutics conducts activities worthy of protection in accordance with the Act (2023:560) on the Screening of Foreign Direct Investments, certain investments in the Rights Issue may require review by the Swedish Inspectorate of Strategic Products. Further information about this is available on the Company’s website, www.guardtherapeutics.com.