Prolight Diagnostics

As previously communicated in connection with the Rights Issue the underwriters, in accordance with the underwriting agreements, had the opportunity to choose to receive underwriting compensation in the form of cash compensation or in the form of new units. Several of the underwriters have chosen to receive underwriting compensation in the form of new units. Due to this, the Board, with the authorization from the annual general meeting on May 11, 2023, has today resolved on the Compensation issue, which includes a total of 1,285,714 new units. Each unit in the Compensation Issue consists of two (2) shares, two (2) warrants of series TO6 and one (1) warrant of series TO7. A total of 2,571,428 shares, 2,571,428 warrants of series TO6 and 1,285,714 warrants of series TO7 have been issued in the Compensation Issue. Payment in the Compensation Issue have been made by offsetting the underwriters’ claims against the Company for underwriting compensation. The subscription price was set to SEK 0.70 per unit, which corresponds to a subscription price of SEK 0.35 per share and corresponds to the subscription price in the Rights Issue, which was negotiated in connection with the procurement of the underwriting agreements and determined in consultation with financial advisors and through analysis of several market factors. With reference to the aforementioned and taking into account the prevailing market conditions, the Board considers that the subscription price is in line with market value.

The reason for the deviation from the shareholders' preferential right in the Compensation Issue is to fulfill the Company's contractual obligation towards the underwriters. The board believes that it is beneficial for the Company's financial position to take advantage of the opportunity to pay the underwriting compensation in the form of units instead of a cash payment.

Shares and share capital
Through the Compensation Issue, the number of shares in the Company increase by 2,571,428 shares, from 497,211,520 shares to 499,782,948 shares and the share capital increase by SEK 257,142.80, from SEK 49,721,152.00 to SEK 49,978,294.80 (calculated based on the number of outstanding shares in the Company after the Rights Issue).
 
If all warrants of series TO6 in the Compensation Issue are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional 2,571,428 shares, from 499,782,948 shares to 502,354,376 shares, and the share capital will increase with an additional SEK 257,142.80, from SEK 49,978,294.80 to SEK 50,235,437.60.
 
If all warrants of series TO7 in the Compensation Issue are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional 1,285,714 shares, from 502,354,376 shares to 503,640,090 shares, and the share capital will increase with an additional SEK 128,571.40, from SEK 50,235,437.60 to SEK 50,364,009.00.
 
Advisors
Mangold Fondkommission AB is financial advisor and Advokatfirman Lindahl KB is legal advisor to the Company in connection with the Rights Issue.
 
For more information, please contact:
Ulf Bladin, CEO
E-mail: ub@prolightdx.com
Company website: www.prolightdx.com
 
About Prolight
Prolight Diagnostics AB develops innovative Point-of-Care (POC) systems. These are small, portable instruments and disposable cartridges for performing in-vitro diagnostic (IVD) tests from a drop of blood. We want to offer the foremost POC systems on the market for quick, reliable diagnosis of acute events. Our launch product will be for the measurement of troponin, to aid in the rule-in and rule-out of myocardial infarction.

The Company’s share is traded on the NGM Nordic SME marketplace, under the ticker PRLD.

Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Prolight. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The invitation for relevant individuals to subscribe to units in the Company will only take place through the Prospectus, which is available on the Company's website, www.prolightdx.com. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Prolight. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Prolight have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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” 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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or the regulations of the Spotlight Stock Market for issuers.