NextCell Pharma

Warrant exercise in brief

• The exercise period for the Warrants runs from and including May 16, 2025, until and including May 30, 2025.
   

• One (1) Warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 1.00 per share.
   
• Trading of Warrants on Nasdaq First North Growth Market takes place until and including May 27, 2025.
   
• Warrants that are not exercised for subscription of new shares by May 30, 2025, expire without value.
   
• Holders of Warrants who have their holdings nominee-registered (holdings in securities custody services, ISK or endowment insurances) must notify the exercise of Warrants by contacting their respective nominee and follow the nominee's instructions regarding subscription and payment. This should take place well before May 30, 2025, as different nominees have different processing times.
   
• Holders of Warrants who have their holdings directly registered (holdings on a VP account) must notify the exercise of Warrants by filling in and submitting an application form for the exercise, so that the application form is received by the issuing agent, Nordic Issuing AB, no later than May 30, 2025. The application form is available on the Company’s, Nordic Issuing AB’s, and Redeye AB’s respective websites (www.nextcellpharma.com, www.nordic-issuing.se, www.redeye.se).
   
• The subscription price of SEK 1.00 per new share has been determined in accordance with the terms of the Warrants, under which the subscription price shall equal seventy (70) percent of the volume-weighted average price (VWAP) of the Company’s share on Nasdaq First North Growth Market during the period from and including May 2, 2025, up to and including May 15, 2025, but not less than SEK 1.0 and not more than SEK 3.0 per share.
   
• The outcome of the exercise of the Warrants will be published via a press release on or around June 2, 2025. Shares that have been subscribed and paid for may be registered on the subscriber's securities depository as interim shares (IA) until registration of the exercise of Warrants have been completed with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into shares in NextCell.
   
• Complete terms and conditions for the Warrants are available on the Company's website, www.nextcellpharma.com.

Increase in the number of shares and share capital
Upon full utilization of all 38,711,804 Warrants, the Company’s share capital will increase by SEK 7,935,919.82 through the issuance of 38,711,804 new shares, resulting in the total number of outstanding shares in the Company increasing to 111,803,131. This corresponds to a dilution effect of approximately 34.6 percent of the total number of shares and votes in the Company.

Advisors
Redeye AB acts as financial advisor, and Törngren Magnell & Partners Advokatfirma KB acts as legal advisor to NextCell in connection with the exercise of TO2. Nordic Issuing AB acts as issuing agent.