Qlucore announces outcome of rights issue

MARKN.

THIS PRESS RELEASE MAY NOT BE DISCLOSED, PUBLISHED, OR DISTRIBUTED, 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 WHERE SUCH DISCLOSURE, PUBLICATION, OR DISTRIBUTION WOULD BE IN VIOLATION OF APPLICABLE REGULATIONS OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN Qlucore AB (PUBL). PLEASE ALSO REFER TO THE SECTION “IMPORTANT INFORMATION” BELOW.

Qlucore AB (publ) (the “Company” or “Qlucore”) today announces the outcome of the rights issue of shares resolved by the Board of Directors on 26 June 2025 and approved by the Extraordinary General Meeting on 31 July 2025 (the “Rights Issue”). A total of 25,996,120 shares, corresponding to approximately 80.7 percent of the Rights Issue, were subscribed for with the support of subscription rights. In addition, 5,485,346 shares, corresponding to approximately 17.0 percent of the Rights Issue, were subscribed for without the support of subscription rights, and 743,014 shares, corresponding to approximately 2.3 percent of the Rights Issue, are subscribed for by the guarantors. In total, 32,224,480 shares, corresponding to 100 percent of the Rights Issue, were thus subscribed for. Through the Rights Issue, Qlucore will receive approximately SEK 16.1 million before deduction of issue-related costs.

Outcome of the Rights Issue

The subscription period in the Rights Issue ended on 27 August 2025. The final outcome shows that 25,996,120 shares, corresponding to approximately 80.7 percent of the Rights Issue, were subscribed for with the support of subscription rights. In addition, 5,485,346 shares, corresponding to approximately 17.0 percent of the Rights Issue, were subscribed for without the support of subscription rights, and 743,014 shares, corresponding to approximately 2.3 percent of the Rights Issue, were subscribed for by the guarantors. In total, 32,224,480 shares, corresponding to 100 percent of the Rights Issue, were thus subscribed for, which means that Qlucore is provided with approximately SEK 16.1 million before issue costs. The subscription price in the Rights Issue was SEK 0.50 per share.

For guarantee commitments, a guarantee commission of twenty-five (25) percent of the guaranteed amount will be paid in the form of newly issued shares in the Company. The subscription price for the shares to be issued to the guarantors as guarantee commission will correspond to the subscription price per share in the Rights Issue, which the Company’s Board of Directors considers to be on market terms. A decision regarding a directed issue of compensation shares to the guarantors will be announced through a separate press release.

“We are very pleased with the strong interest in the share issue and would like to thank both existing and new shareholders for their support. The capital injection gives us the ability to develop more diagnostic tests and strengthen our market presence within cancer diagnostics. We are now well-equipped for the next step in Qlucore’s growth journey.” – Carl-Johan Ivarsson, CEO Qlucore

Notification of Allotment

Subscribers who applied for shares without subscription rights will be allotted shares in accordance with the principles set out in the information memorandum published by the Company on 7 August 2025. As confirmation of the allotment of shares subscribed for without subscription rights, a contract note will be sent around 2 September 2025. Subscribed and allotted shares must be paid in cash in accordance with the instructions on the contract note. Shareholders whose shares are nominee-registered will receive information about the allotment in accordance with the procedures of their respective nominee. Only those who receive an allotment will be notified.

Share Capital and Number of Shares

When the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), the total number of shares in Qlucore will increase by 32,224,480 shares, from 4,028,060 shares to 36,252,540 shares, and the share capital will increase by SEK 6,120,020.80, from SEK 765,002.60 to SEK 6,885,023.40.

Trading in BTA

Trading in BTA (Paid Subscribed Shares) will take place on Nasdaq First North Growth Market until the conversion into shares occurs following registration of the Rights Issue with the Swedish Companies Registration Office. Registration is expected to take place around week 38, 2025. The last day of trading in BTA is preliminarily estimated to be 19 September 2025.

Advisors

Stockholm Corporate Finance AB is acting as financial advisor and Advokatfirman Lindahl KB as legal advisor to Qlucore in connection with the Rights Issue. Aqurat Fondkommission AB is acting as issuing agent in connection with the Rights Issue.

Important Information

The publication, disclosure, or distribution of this press release may be subject to legal restrictions in certain jurisdictions. Individuals in jurisdictions where this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in each respective jurisdiction. This press release does not constitute an offer to acquire or subscribe for any securities in Qlucore in any jurisdiction, neither from Qlucore nor from any other party.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been prepared in connection with the Rights Issue.

This press release does not identify or purport to identify risks (direct or indirect) associated with an investment in the Company. The information in this press release is intended solely to provide background to the Rights Issue and does not claim to be complete or exhaustive. No representation is made regarding the accuracy or completeness of the information in this press release.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States without being registered, exempt from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States.

The information in this press release may not be disclosed, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, 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 where such disclosure, publication, or distribution would be contrary to applicable regulations or where such action would be subject to legal restrictions or require additional registration or other measures beyond those required under Swedish law. Any action in violation of these instructions may constitute a breach of applicable securities laws.

Forward-Looking Statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations regarding and goals for the Company’s future operations, financial condition, liquidity, results, prospects, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can 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 on various assumptions, many of which are in turn based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee that they will occur or prove to be correct.

As these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed in the forward-looking statements due to many factors. Such risks, uncertainties, unforeseen events, and other important factors may cause actual events to differ materially from the expectations expressed or implied in this press release through 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 accepts no responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. The information, opinions, and forward-looking statements contained in this press release relate only to the circumstances as of the date of this press release and may be subject to change without prior notice. The Company undertakes no obligation to review, update, confirm, or disclose any revisions to forward-looking statements to reflect events or circumstances arising in relation to the content of this press release.

Information to Distributors

In order to comply with the product governance requirements set out in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures (together, the “MiFID II Product Governance Requirements”), and to disclaim any extra-contractual, contractual, or other liability that any “manufacturer” (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject to, the offered shares have been subject to a product approval process, which has determined that these securities are: (i) suitable for a target market consisting of non-professional investors and investors who meet the criteria for professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted under MiFID II (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company’s shares may decline and investors may lose all or part of their investment; the Company’s shares are not associated with any guarantee of return or capital protection; and an investment in the Company’s shares is only suitable for investors who do not require guaranteed returns or capital protection and who (either alone or with the help of an appropriate financial or other adviser) are capable of evaluating the benefits and risks of such an investment and who have sufficient resources to bear the losses that such an investment may result in. The Target Market Assessment does not affect any other requirements regarding contractual, legal, or regulatory sales restrictions in connection with the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) a suitability or appropriateness assessment within the meaning of MiFID II or (b) a recommendation to any investor or group of investors to invest in, acquire, or take any other action concerning the Company’s shares.

Each distributor is responsible for conducting its own Target Market Assessment regarding the Company’s shares and for determining appropriate distribution channels.

Datum 2025-09-01, kl 19:00
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