Isofol Medical

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.

“We are very pleased to announce a fully guaranteed rights issue, under terms favourable to the company, which secures the financing for our expanded Phase II study – an important step towards realising our long-term vision. We are also proud that so many of our major existing shareholders have chosen to commit to subscription undertakings, and that our partner Solasia has undertaken to subscribe for units in the issue, confirming the confidence in our strategy and the belief in the potential of arfolitixorin,” says Petter Segelman Lindqvist, CEO of Isofol.

An interview where the CEO answers questions about the Rights Issue will be published on the company's website on Tuesday, May 13, 2025.

Summary of the Rights Issue

• The Board of Directors of Isofol has today announced its intention to carry out a Rights Issue amounting to approximately SEK 85 million. The decision is conditional upon approval at the EGM scheduled for 11 June 2025. Notice to the EGM will be published through a separate press release.
• The Rights Issue will consist of units containing ordinary shares and warrants of series TO1 and TO2. The subscription price per unit and other terms of the Rights Issue are expected to be announced around 5 June 2025. The warrants will be issued free of charge.
• If fully subscribed, the Rights Issue will provide Isofol with approximately SEK 85 million before deduction of costs related to the Rights Issue, excluding any capital that may be raised by Isofol upon exercise of the warrants of series TO1 and TO2.
• The Board of Directors has also resolved to propose that the EGM resolves on an authorisation for the Board of Directors to resolve on an Over-Allotment Issue, which, if fully subscribed, would provide the Company with an additional gross amount of approximately SEK 10 million. The Over-Allotment Issue is conditional upon the Rights Issue being oversubscribed, and the subscription price will correspond to that of the Rights Issue. The purpose of deviating from the shareholders' preferential rights is to accommodate external interest from professional investors including Solasia Pharma K.K. and thereby strengthen Isofol’s shareholder base.
• The subscription period for the Rights Issue will run from 18 June 2025 to 2 July 2025.
• The subscription price for shares subscribed for through the exercise of series TO1 warrants will correspond to 70% of the volume-weighted average trading price of the Company’s share during the period from 2 March 2026 to 13 March 2026, but not less than 50% and not more than 150% of the subscription price per share in the Rights Issue. The exercise period for the warrants of series TO1 will run from 16 March 2026 to 30 March 2026.
• The subscription price for shares subscribed for through the exercise of series TO2 warrants will correspond to 70% of the volume-weighted average trading price of the Company’s share during the period from 2 November 2026 to 13 November 2026, but not less than 60% and not more than 200% of the subscription price per share in the Rights Issue. The exercise period for the TO2 warrants will run from 16 November 2026 to 30 November 2026.
• Several existing shareholders, together representing approximately 21 % of the total number of votes in the Company as of 12 May 2025, have expressed their support for the Rights Issue and have entered into voting undertakings or declared their intention to vote in favour of the Rights Issue at the EGM planned for 11 June 2025.
• A number of existing shareholders as well as members of the Company’s board and management have undertaken to subscribe for units totalling approximately SEK 16.3 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 undertakings corresponding to 25 percent of the Rights Issue. Furthermore, a number of external investors have entered into guarantee commitments totalling approximately SEK 63.7 million. As a result, the Rights Issue is thus fully guaranteed at 100 percent through these subscription undertakings and guarantee commitments.

Background and motives
Isofol is a research-based biotech company working to improve outcomes for patients with severe forms of cancer by enhancing the efficacy of standard treatment. The Company focuses on the development of its drug candidate arfolitixorin, a next-generation folate intended to replace leucovorin—a drug that works in combination with the chemotherapy agent 5-FU to inhibit tumour cell proliferation.

Arfolitixorin has undergone multiple preclinical and clinical studies to evaluate its efficacy and safety, including Phase I/II studies 002 and 005 in patients with metastatic colorectal cancer. These studies showed promising results in terms of safety, tolerability, and efficacy. In 2022, Isofol completed the AGENT study, a Phase III trial intended to support regulatory approval. However, the study did not meet its primary endpoint—to demonstrate superior efficacy over leucovorin, measured by Overall Response Rate (ORR)—and instead showed comparable efficacy. Following the AGENT study, the company conducted extensive analyses and preclinical studies to understand the outcome. These investigations suggested that the failure to meet the primary endpoint was likely due to a suboptimal dosing regimen, including the amount and timing of the drug in relation to other treatments, as well as low adherence to the study protocol.

Based on the extensive studies and data available as described above, the Company decided to continue the clinical development of arfolitixorin. In collaboration with leading external experts, the company has now designed a new Phase Ib/II clinical study featuring an improved dosing regimen. This study is divided into two parts to demonstrate the clinical benefits of arfolitixorin compared to traditional folates. The Phase II portion has been expanded to include a control arm to directly compare efficacy against the comparator within the study. The Company believes that future results from this study will provide robust evidence of arfolitixorin’s efficacy and could serve as the basis for a potential transaction or discussions with a partner/licensee.

While the Phase Ib part is being financed with existing funds, additional financing is required to carry out the expanded Phase II study. To secure continued successful development according to the Company’s clinical program, Isofol’s Board of Directors has today announced its intention to carry out the Rights Issue and Over-Allotment Issue. Proceeds from the Rights Issue and Over-Allotment Issue are intended to fund the Phase II part of the planned clinical trial and general corporate purposes, including business development and ongoing partnership discussions.

The Rights Issue terms
The Board of Directors has today, subject to subsequent approval by the EGM, resolved on an issue of units consisting of ordinary shares as well as warrants of series TO1 and warrants of series TO2, with preferential rights for existing shareholders, amounting to approximately SEK 85 million before transaction costs and excluding any additional capital that may be raised through the exercise of the warrants issued in the Rights Issue. The right to subscribe for units with preferential rights will be granted to those who are registered as shareholders in the Company on the record date of 16 June 2025. Furthermore, the Board of Directors has resolved to propose that the EGM on 11 June 2025 resolves on an authorisation for the Board of Directors to decide on an Over-Allotment Issue of approximately SEK 10 million, intended to meet potential oversubscription in the Rights Issue. The purpose of deviating from the shareholders' preferential rights is to accommodate external interest from professional investors and thereby strengthen Isofol's shareholder base. The Over-Allotment Issue is conditional on the Rights Issue being oversubscribed, and the subscription price will be the same as in the Rights Issue. The Board of Directors has also decided to propose that the EGM on 11 June 2025 resolves on an authorisation for the Board of Directors to resolve on the issuance of shares and warrants as compensation to guarantors in the Rights Issue.

The final terms of the Rights Issue, including the subscription price, the increase in share capital, and the number of shares and warrants to be issued, are expected to be announced no later than 5 June 2025. The subscription price per unit in the Rights Issue will amount to no more than seventy-five 75 percent of the theoretical ex-rights price after the separation of unit rights (TERP), based on the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the period from 21 May 2025 through 4 June 2025.

One (1) warrant of series TO1 entitles the holder to subscribe for one (1) new common share in the Company against cash payment corresponding to 70 percent of the volume-weighted average price according to Nasdaq Stockholm's official price list for the Company's common shares during the period from 2 March 2026 to 13 March 2026, but not less than an amount corresponding to 50 percent of the subscription price per share in the Rights Issue and not more than an amount corresponding to 150 percent of the subscription price per share in the Rights Issue, however, never lower than the share’s quota value. Subscription of shares by exercising warrants of series TO1 may take place during the period from 16 March 2026 to 30 March 2026.

One (1) warrant of series TO2 entitles the holder to subscribe for one (1) new common share in the Company against cash payment corresponding to 70 percent of the volume-weighted average price according to Nasdaq Stockholm's official price list for the Company's common shares during the period from 2 November 2026 to 13 November 2026, but not less than an amount corresponding to 60 percent of the subscription price per share in the Rights Issue and not more than an amount corresponding to 200 percent of the subscription price per share in the Rights Issue, however, never lower than the share’s quota value. Subscription of shares by exercising warrants of series TO2 may take place during the period from 16 November 2026 to 30 November 2026.

In the event that not all units are subscribed for with the support of unit rights, the Board of Directors shall, within the framework of the maximum amount of the issue, decide on the allocation of units subscribed for without unit rights according to the following allocation principles:

• Units not subscribed for with unit rights shall primarily be allocated to those subscribers who have also subscribed for units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not. If full allocation to these cannot be made, allocation shall be made in proportion to the number of unit rights used to subscribe for units.
• Secondly, allocation of units subscribed for without the support of unit rights shall be made to others who have subscribed without the support of unit rights. If full allocation to these cannot be made, allocation shall be made in proportion to the number of units each has expressed an interest in subscribing for.

• Thirdly and finally, allocation of units subscribed for without the support of unit rights shall be made to those who, through an agreement, have entered into guarantee commitments as guarantors of the issue. If full allocation to these cannot be made, allocation shall be made in proportion to the amount each has guaranteed for subscription. To the extent allocation in any of the above steps cannot be made pro rata, allocation shall be made by drawing lots.

Subscription of units with or without preferential rights shall take place during the period from 18 June 2025 to 2 July 2025. Unit rights that are not exercised during the subscription period will become invalid and lose their value. Trading in unit rights will take place on Nasdaq Stockholm during the period from 18 June to 27 June, and trading in BTUs (paid subscribed units) will take place during the period from 18 June to 22 July 2025.

Notice of extraordinary general meeting
The Board of Directors' resolution on the Rights Issue is subject to approval by the EGM scheduled to be held on 11 June 2025. The notice to the EGM will be published through a separate press release closely following this press release.

Subscription commitments, guarantee undertakings and voting commitments
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 16.3 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 undertakings corresponding to 25 percent of the Rights Issue. Furthermore, a number of external investors have entered into guarantee undertakings totalling approximately SEK 63.7 million, corresponding to approximately 75 percent of the Rights Issue.

In summary, the Rights Issue is thus fully guaranteed to 100 percent — through subscription undertakings and guarantee commitments. Existing shareholders representing approximately 21 percent of the total number of shares and votes in the Company have undertaken to vote in favor of the approval of the Rights Issue at the EGM scheduled to be held on 11 June 2025.

A cash guarantee commission of 7 percent of the guaranteed amount or alternatively, compensation in the form of units corresponding to 7 percent of the guaranteed amount will be paid to the parties that have entered into guarantee undertakings. No compensation will be paid for subscription commitments. Neither the subscription commitments nor the guarantee undertakings are secured by bank guarantees, escrow funds, pledged assets or similar arrangements.

Prospectus
The prospectus and subscription form will be available before the subscription period beings on Isofol’s website, www.isofolmedical.com.

Preliminary timetable for the Rights Issue

Postponement of the Company’s Q2 2025 Report
Due to the Rights Issue, the Company’s Board of Directors has decided to postpone the publication of the Company’s Q2 report to 26 August 2025, instead of 18 July 2025 as previously announced.

Advisors
ABG Sundal Collier AB is acting as financial advisor in connection with the Rights Issue. Advokatfirman VINGE KB is legal advisor to the Company in connection with the Rights Issue. Aqurat Fondkomission is the 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@isofolmedial.com
Telephone: +46 (0)738 73 34 18

The information is information that Isofol Medical AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CEST on May 12, 2025.

About Isofol Medical AB (publ)
Isofol Medical AB (publ) is a research-based biotechnology company working to improve the 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 urgent. A phase Ib/II study is now being conducted with a new dosing regimen that is 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 estimates to publish on 17 June 2025 on Isofol’s website www.isofolmedical.com. The upcoming approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the 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, https://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.