Integrum

The Directed Issue is intended to be carried out with deviation from the shareholders’ preferential rights in accordance with the issue authorization by the annual general meeting on 27 September 2023. The subscription price and the total number of new series B shares in the Directed Issue will be determined through an accelerated book building procedure, which will commence immediately following this press release. Pricing and allocation of the new shares is expected to take place before the commencement of trading on Nasdaq First North Growth Market at 09:00 CEST on 14 June 2024. By establishing the subscription price in the Directed Issue through an accelerated book building procedure, it is the assessment of the Board of Directors that the subscription price will accurately reflect the current market conditions and demand. The closing, pricing and allocation in the book building procedure are at the discretion of the Company and the procedure may be cancelled at any time. The Company will announce the outcome of the Directed Issue in a subsequent press release after the book building procedure has been completed.

Integrum intends to use the net proceeds from the Directed Issue for investments into commercial resources and distribution, as well as for clinical affairs and continued product portfolio expansion. This includes:

• Intensification of commercial efforts within the US market, to advance targeting of relevant trauma centers, CPOs and surgeons.
• Acceleration of market access in other nascent and new potential markets (EU and RoW), together with funding of working capital requirements to secure availability for end-customers and facilitate growth in selected markets.
• Expansion of product portfolio and addressable indications in the US, including investments in regulatory affairs for the submission of the PMA application for transhumeral (above-elbow) and transtibial (below-knee) amputations, as well as strengthen and accelerate research and product development capabilities for next-generation products.

In the event of strong demand and to enable Integrum to meet any such demand, Pericardium AB, a company controlled by Rickard Brånemark, CEO and founder of Integrum, have agreed to divest up to approximately 150,000 existing class B shares in the Company at the same price as in the Directed Issue. Rickard Brånemark has expressed his continued long-term commitment to the Company as its CEO and founder and as a majority shareholder. The Company will not receive any proceeds from a potential sale of existing shares.

The Board of Directors of the Company deems, after an overall assessment and careful consideration, that a new share issue with deviation from the shareholders’ preferential rights is a more justified alternative for the Company’s shareholders than a rights issue and that it is in the best interest of both the Company and its shareholders. The Board of Directors’ assessment is based on the fact that the Directed Issue enables the Company to raise capital quickly and efficiently, which in turn provides a flexibility to capture investment opportunities available to the Company in the short term, as well as to benefit from the perceived interest in the Company’s share among institutional investors and broaden the institutional investor base. Conversely, a rights issue would likely lead to a prolonged process and delayed investments for the Company, along with greater market risk, adverse impact on share price and higher dilution for non-participating shareholders.

In connection with the Directed Issue, the Company has agreed not to, with customary exceptions, issue any shares for a period of 90 days after the settlement date of the Directed Issue. In addition, Company shareholders within the Company’s Board of Directors and management team, have agreed not to sell any shares in Integrum for a period of 90 days after the settlement of the Directed Issue. In addition, Rickard Brånemark has agreed not to sell any shares for a period of 180 days after the settlement of the Directed Issue, subject to customary exceptions.

The Directed Issue is contingent that the Board of Directors, based on the issue authorization by the annual general meeting on 27 September 2023, resolves on a directed new issue of series B shares.

Advisers

Carnegie Investment Bank is Sole Global Coordinator and Bookrunner in connection with the Directed Issue. Setterwalls Advokatbyrå AB is legal adviser in connection with the Directed Issue.