Isofol publishes prospectus in connection with the company’s rights issue

MARKN.

GOTHENBURG, Sweden, 17 June 2025 – The Board of Directors of Isofol Medical AB (publ) (Nasdaq Stockholm: ISOFOL) (”Isofol” or the “Company”) announced on 12 May 2025 that it had resolved to carry out a rights issue of units, comprising shares and warrants, with preferential rights for the Company’s existing shareholders (the “Rights Issue”), amounting to approximately SEK 86.1 million. The Board of Director’s decision to carry out the Rights Issue was approved at an extraordinary general meeting held on 11 June 2025, and the Rights Issue is 100 percent guaranteed through subscription commitments and guarantee undertakings. Furthermore, on 12 May 2025 the Board of Directors published proposals – which were approved by the extraordinary general meeting on 11 June 2025 – to authorise the Board of Directors to resolve on an overallotment issue of shares and warrants to cover any excess subscriptions in the Rights Issue (the “Overallotment Issue”), corresponding to approximately SEK 10 million, and to authorise the Board of Directors to resolve on an issue of shares and warrants as guarantee compensation to the guarantors in the Rights Issue (the “Guarantee Compensation”). A prospectus prepared in connection with the Rights Issue has today been approved by the Swedish Financial Supervisory Authority (Finansinspektionen) and published on the Company’s website, www.isofolmedical.com.

This press release may not be made public, published or distributed, directly or indirectly, in or into the United States of America, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such disclosure, distribution or publication of this press release would be unlawful or require additional registration measure- or other measures. For more information, refer to the section “Important information” at the end of this press release.
 
Publication of the prospectus
Complete information regarding the Rights Issue, Overallotment Issue and Guarantee Compensation is included in the prospectus that has been prepared by the Board of Directors of the Company, and which has been approved by The Swedish Financial Supervisory Authority (SFSA) today. The prospectus has been published by the Company and is available on Isofol’s website, www.isofolmedical.com. The prospectus has only been prepared in a Swedish language version. The prospectus will also shortly be published on the SFSA's website https://www.fi.se/sv/vara-register/prospektregistret/.

The prospectus has been prepared as a simplified prospectus for secondary issuances in accordance with article 14 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The SFSA, as the Swedish national competent authority, has approved the prospectus in accordance with Article 20 of the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or of the securities described in the prospectus. The SFSA does not guarantee the accuracy or completeness of the factual information contained in the prospectus. Each investor is advised to make its own assessment of whether it is appropriate to invest in the Company.

Subscription commitments and guarantee undertakings
A number of existing shareholders as well as members of the Company's Board of Directors and management, including chairman Jan-Eric Österlund, board members Lars Lind, Prof. Sten Nilsson, CEO Petter Segelman Lindqvist, CFO Margareta Hagman and CMO Roger Tell, have committed to subscribe for units totalling approximately SEK 16.4 million, corresponding to approximately 19 percent of the Rights Issue. In addition, the Company’s partner Solasia Pharma K.K., has undertaken to subscribe for units amounting to SEK 5 million, further emphasising the strategic support for the Company and resulting in total subscription commitments corresponding to 25 percent of the Rights Issue. Furthermore, a number of external investors have entered into guarantee undertakings totalling approximately SEK 64.7 million, corresponding to approximately 75 percent of the Rights Issue.

Together, the subscription commitments and guarantee undertakings to subscribe for units amount to 100 percent of the Rights Issue. Neither the subscription commitments nor the guarantee undertakings are secured by bank guarantees, escrow funds, pledged assets or similar arrangements.

Application forms
The subscription period will commence on 18 June 2025. Application forms for subscriptions of units with and without unit rights can be obtained from the Company's website (www.isofolmedical.com) and Aqurat Fondkommission AB's website (www.aqurat.se).

Preliminary timetable for the Rights Issue

Trading in unit rights18 Jun – 27 Jun 2025
Subscription period18 Jun – 2 Jul 2025
Trading in BTUs (paid subscribed unit)18 Jun – 22 Jul 2025
Announcement of the outcome in the Rights Issue7 Jul 2025
Expected first day of trading in shares and warrants of series TO1 and TO228 Jul 2025
Determination of subscription price of warrants of series TO12 Mar – 13 Mar 2026
Subscription period for warrants of series TO116 Mar – 30 Mar 2026
Determination of subscription price of warrants of series TO22 Nov – 13 Nov 2026
Subscription period for warrants of series TO216 Nov – 30 Nov 2026

Advisors
ABG Sundal Collier AB is acting as financial advisor, Advokatfirman Vinge KB as legal advisor to the Company and Aqurat Fondkomission as issuing agent in connection with the Rights Issue.

For more information, please contact
Isofol Medical AB (publ)
Petter Segelman Lindqvist, Chief Executive Officer 
E-mail: petter.s.lindqvist@isofolmedical.com
Phone: +46 (0) 739 60 12 56

Margareta Hagman, Chief Financial Officer
E-mail: margareta.hagman@isofolmedical.com
Phone: +46 (0) 738 73 34 18

The information was submitted for publication, through the agency of the contact person set out above, at 08:40 CEST, on June 17, 2025.

About Isofol Medical AB (publ)
Isofol Medical AB (publ) works to improve the quality of life and prognosis for patients with severe forms of cancer. The company's drug candidate arfolitixorin aims to increase the effect of first-line standard treatment for several forms of solid tumors and is currently being studied in colorectal cancer, the world's third most common cancer, where the medical need for better treatments is truly urgent. A phase Ib/II study is now being conducted with a new dosage regimen that are expected to optimize the effect of the drug candidate. Isofol Medical AB (publ) is traded on Nasdaq Stockholm. www.isofolmedical.com

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Isofol. 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 units in Isofol will only be made through the Prospectus that Isofol will publish on Isofol’s website www.isofolmedical.com on the day of this press release. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the Company’s shares, warrants 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, warrants or other securities in Isofol. 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. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which such action would be unlawful or would be subject to legal restrictions or require 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, warrants or other securities in Isofol have been registered, and no shares, warrants 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, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, 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.

Within the European Economic Area (“EEA”), no public offering of shares, warrants 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 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”, “assess”, “expect”, “may”, “plan”, “consider”, “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, opinions and forward-looking statements contained in this press release applies only as of the date hereof and may be subject to change without notice. Isofol makes no commitment to publicly update or revise any forward-looking statements, future events or similar circumstances other than as required by applicable law.

Since Isofol conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products (ISP). The Company will, no later than in connection with the publication of the Prospectus, publish more information about this on the Company’s website, www.isofolmedical.com.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Datum 2025-06-17, kl 08:40
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