Prostatype Genomics AB: Prostatype Genomics publishes prospectus due to upcoming preferential rights issue of units

9 August 2024 | Prostatype Genomics AB

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On 13 June 2024, Prostatype Genomics AB ("Prostatype Genomics" or the "Company") announced that the Board of Directors had, subject to approval by the extraordinary general meeting on 16 July 2024, resolved to carry out an issue of units of approximately 49.5 mSEK with preferential rights for the Company's existing shareholders (the "Rights Issue") and covered by cash pre-subscription commitments and guarantee commitments of a total of 35.7 mSEK, corresponding to approximately 72.1 percent of the Rights Issue. The Swedish Financial Authority ("SFSA") has today approved Prostatype Genomics' prospectus regarding the Rights Issue and the prospectus is now available at the Company's website, www.prostatypegenomics.com. The subscription period commences on 19 August 2024 and ends on 2 September 2024.

Prospectus

The prospectus that Prostatype Genomics has prepared in connection with Rights Issue of units has today been approved by the SFSA. The prospectus, containing complete terms and instructions, is available at Prostatype Genomics's website (https://www.prostatypegenomics.com/) and Nordic Issuing's website (https://nordic-issuing.se/). The prospectus will also be available at the website of the SFSA (https://fi.se/).

The prospectus has been prepared as an EU-Growth prospectus in accordance with article 15 in the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The prospectus has been approved by the SFSA, which is the Swedish competent authority in accordance with the Prospectus Regulation, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of Prostatype Genomics or as an endorsement of the quality of the shares that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Rights Issue.

Summary of the Rights Issue

The Rights Issue is proposed to be carried out on the following main terms:

• Existing shareholders will receive one (1) unit right for each share held on the record date 15 August 2024. One (1) unit right entitles the holder to subscribe for one (1) unit in the Company. Each unit consists of five (5) new shares and two (2) warrants of series TO 4.
• The Rights Issue comprises a maximum of 990,811,186 units, corresponding to a maximum of 4,954,055,930 shares and 1,981,622,372 warrants of series TO 4. Upon full subscription in the Rights Issue, Prostatype Genomics will initially receive approximately 49.5 mSEK before deduction of issue costs.
• One (1) warrant of series TO 4 entitles the holder to subscribe for one (1) new share in the Company during the period 25 November 2024 to and including 9 December 2024 at an exercise price of 30% discount of the 10-day volume-weighted average price prior to the first day of the exercise period.
• The last day of trading in Prostatype Genomics share including the right to receive unit rights in the Rights Issue is 13 August 2024. The shares are traded excluding the right to receive unit rights in the Rights issue from 14 August 2024.
• The subscription price in the Rights Issue is SEK 0.05 per unit, corresponding to SEK 0.01 per share. warrants of series TO4 are issued free of charge.
• The subscription period in the Rights Issue runs from 19 August 2024 to and including 2 September 2024.
• Warrants of series TO 4 are expected to be admitted to trading on Nasdaq First North Growth Market in close connection with the registration of the Rights Issue with the Swedish Companies Registration Office and the conversion of BTU to ordinary shares and warrants.
• The Rights Issue is covered by pre-subscription commitments and guarantee commitments up to approximately 72.1 percent. The guarantee commitments consist partly of a so-called top guarantee and partly of a so-called bottom guarantee.
• Shareholder loans of a total of 3.2 mSEK, will be converted within the Rights Issue, or in a separate directed issue on identical terms as the Rights Issue.

In order to secure the Company's liquidity needs until the Rights Issue has been completed, the Company in June 2024 obtained a bridge loan of 6.5 mSEK, where Exelity AB accounts for 4.2 mSEK and Buntel AB accounts for 2.3 mSEK. The bridge loan shall be repaid in cash with the issue proceeds.

Fredrik Rickman, CEO of Prostatype Genomics, comments on the Rights Issue:

"In these challenging market conditions, trust remains the cornerstone of our journey. Prostatype Genomics is progressing as planned, with a continued high tempo during Q3 2024 that will set the stage for our biggest milestone in Q4 2024 - Medicare reimbursement approval for the US market. Prostatype Genomics has secured a transaction with long-term investors, reinforcing their confidence in our vision and ensuring our path to these critical milestones."

Jan Poulsen, CEO of Life Science Invest Fund 1 ("LSIF") says:

"LSIF is excited to be a lead guarantor in this offering. Prostatype Genomics has in our view developed a unique gene test, which can significantly improve both the diagnosis and the quality of life for millions of patients with prostate cancer, and we see a bright future for the company once the US validation study confirms what has already been documented in other studies paving the way for reimbursement in the US in the near term. The next 6-12 months can radically change the prospects for Prostatype Genomics, and we look forward to supporting the company on this journey."

Time plan for the Rights Issue

13 August 2024: Last day of trading in the share including the right to receive unit rights

14 August 2024: First day of trading in the share excluding the right to receive unit rights

15 August 2024: Record date

19-28 August 2024: Trading in unit rights

19 August 2024 - 2 September 2024: Subscription period

19 August 2024 - until approximately one week after the Rights Issue has been registered with the Swedish Company Registration Office (sw. Bolagsverket): Trading in BTU

3 September 2024: Preliminary outcome of Rights Issue

4 September 2024: Final outcome of Rights Issue

Advisors

Prostatype Genomics has mandated Gemstone Capital A/S as financial advisor, Advokatfirman Lindahl KB as legal advisor and Nordic Issuing AB as settlement agent in connection with the Rights Issue.

For further information about Prostatype Genomics, please contact:

Fredrik Rickman (formerly Persson), CEO Prostatype Genomics AB,
Telephone: [phone],
E-mail: [e-mail]

Certified Advisors

Carnegie Investment Bank AB (publ), [phone], [e-mail]

About Prostatype Genomics AB

Prostatype® is a genetic test that is available to patients and treating urologists as a complementary decision support tool to answer the question of radical treatment or no radical treatment of prostate cancer. The test was developed by a leading research group at Karolinska Institutet and is provided by Prostatype Genomics AB.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), securities referred to in the press release may only be offered in accordance with applicable exemptions under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").

This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release may not be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release may not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada, Great Britain, Hong Kong, New Zealand, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions according to Swedish law. Acts in contrary to this instruction may constitute a crime according to applicable securities laws.

This release is not a prospectus in accordance to the definition in the Prospectus Regulation as has not been approved by any regulatory authority. 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. This press release constitutes an advertisement in accordance with article 2 k of the Prospectus Regulation. Prostatype Genomics has not authorized any offer to the public of shares or rights in any other member state of the EEA than Sweden. 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. An investment decision to acquire or subscribe for shares in the Rights Issue shall only be made based on publicly available information.

To the extent this press release contains forward-looking statements, such statements do not constitute facts and are characterized by words such as "shall", "expect", "believe" "assess", "intend", "estimate" and similar expressions. Such statements reflect Prostatype Genomics's intentions, views or present expectations or assumptions. Such forward-looking statements are based on Prostatype Genomics's current plans, estimates and projections, which have been made to the best of Prostatype Genomics's ability. However, Prostatype Genomics does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by Prostatype Genomics. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.

This information is information that Prostatype Genomics is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2024-08-09 13:00 CEST.