Saniona

Saniona carried out a rights issue of units during January – February 2024 (the “Rights Issue”). Each unit issued in the Rights Issue consisted of two (2) shares and one (1) warrant series TO 4. One (1) warrant series TO 4 entitles the holder to subscribe for one (1) new share in the Company. If all warrants are exercised, Saniona will receive approximately SEK 115.0 million before issue costs.

The subscription price for the warrants was set at 70 percent of the volume-weighted average price for the Company’s share on Nasdaq Stockholm during the period from and including 28 February 2025 up to and including 13 March 2025. 70 percent of the volume-weighted average price during the measurement period amounted to SEK 4.88.

Summary of instructions and important dates
Holders of warrants who wish to exercise these to subscribe for shares shall give notice regarding such exercise no later than 1 April 2025. Warrants that have not been exercised before that will expire without value. Holders who do not wish to exercise their warrants may sell them. Trading with warrants is ongoing up to and including 28 March 2025.

Detailed information and instructions for subscription
Exercise of nominee-registered warrants
Holders of warrants who have their holdings nominee-registered (holdings in securities custody services, investment savings accounts (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 1 April 2025 as different nominees have different processing times.

Exercise of directly registered warrants
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, Vator Securities, no later than 1 April 2025.

The application form is available on the Company’s and Vator Securities’ respective websites (www.saniona.com and www.vatorsecurities.se). Please note that payment for the new shares must be received by Vator Securities no later than 1 April 2025 in accordance with the instructions on the application form.

Trading in TO 4
Holders who do not wish to exercise their warrants may sell them on Nasdaq Stockholm. The warrants are traded up to and including 28 March 2025 under the short name SANION TO4 and with ISIN code SE0021310927. Warrants that are not exercised on 1 April 2025 at the latest will expire without value.

Outcome and delivery of new shares
The outcome of the exercise of warrants will be published via a press release on or around 3 April 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 issue has been completed with the Swedish Companies Registration Office (Sw. Bolagsverket), whereupon the interim shares automatically will be converted into shares in Saniona.

Number of warrants and possible proceeds
Upon full exercise of all 23,555,637 warrants series TO 4, the share capital will increase by a maximum of SEK 1,177,781.85 to SEK 6,804,419.35 through the issuance of a maximum of 23,555,637 new shares, resulting in that the total number of outstanding shares in the Company will increase from 112,532,750 to 136,088,387. Upon full exercise of all warrants series TO 4, the dilution of the shares amounts to approximately 17.3 percent.

If all warrants are exercised, Saniona will receive approximately SEK 115.0 million before issue costs.

Complete terms and conditions for the warrants
Complete terms and conditions for the warrants are available on the Company’s website, www.saniona.com.

Advisers
Vator Securities AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue. Vator Securities AB is also issuing agent in connection with the Rights Issue.

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in Saniona. The invitation to the persons concerned to subscribe for units consisting of shares and warrants in Saniona has only been made through the prospectus published by Saniona on 18 January 2024. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company’s website, www.saniona.com.

Since Saniona conducts protection-worthy activities according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), the exercise of warrants for subscription of shares may require review by the Inspectorate of Strategic Products (ISP). More information about this can be found on the Company’s website, www.saniona.com.