Chordate Medical Holding AB (publ) announces updated timeline in the rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATIONS OR OTHER MEASURES.

The Board of Directors of Chordate Medical Holding AB (publ) (”Chordate Medical” or the ”Company”), which is listed on Nasdaq First North Growth Market (”Nasdaq First North”), published on November 17, 2022, a notice to an extraordinary general meeting due to the board’s proposal to carry out an issue of shares with preferential rights for the Company’s shareholders amounting to approximately 51,3 MSEK (the “Rights Issue”).

By reason of an administrative oversight, no announcement was inserted in Post- och Inrikes Tidningar in such a time that the announcement could have been published no later than two weeks prior to the extraordinary general meeting. By reason hereof, the extraordinary general meeting on December 5, 2022 is canceled and instead the Board of Directors of Chordate Medical convenes an extraordinary general meeting to be held on December 13, 2022 as set out in a separate press release. Since the date of the extraordinary general meeting is changed, the timeline in the Rights Issue will undergo a corresponding time shift. Other terms in the Rights Issue are unchanged from the terms published by press release on 17 December 2022.

Updated timetable for the Rights Issue  

13 December 2022 Extraordinary general meeting

16 December 2022 Last day of trading including the right to receive subscription rights

19 December 2022 First day of trading excluding the right to receive subscription rights

20 December 2022 Record date for participation in the Rights Issue

21 December 2022 Estimated date for publication of Prospectus

22 December 2022 – 9 January 2023 Subscription period.

22 December 2022 – 3 January 2023 Trading in subscription rights.

22 December 2022 Trading in paid subscription shares (Sw. “BTA”) until the Rights Issue is registered by the Swedish Companies Registration Office (Sw. “Bolagsverket”).

11 January 2023 Expected publication of subscription result in the Rights Issue.

Terms and conditions of the Rights Issue

The Board of Directors’ proposal to the extraordinary general meeting includes that the Rights Issue be carried out in accordance with the main conditions set out below.

  • The right to subscribe for shares with preferential rights shall vest in those who are registered as shareholders in the Company on the record date, 20th December 2022 pro rata to their shareholdings in the Company. One (1) existing share entitles to one (1) subscription right.
  • Twenty (20) subscription rights entitles to subscription of thirteen (13) shares in the Company.  
  • The Rights Issue will increase the number of shares by maximum 102 513 047.
  • The subscription price is 0,50 SEK per share. No commission is charged.
  • The subscription period runs from December 22, 2022, up to and including January 9, 2023.
  • If not all of the shares are subscribed for through the exercise of subscription rights, the Board of Directors shall, within the scope of the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the exercise of subscription rights, whereby allotment (i) firstly, shall be made to those who have also subscribed for shares through the exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to their subscription through their subscription rights and, where this is not possible, through a drawing of lots; and (ii) secondly, shall be made to others who have subscribed for shares in the Rights Issue without exercise of subscription rights and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares each subscribed for and, where this is not possible, through a drawing of lots.
  • If the Rights Issue is fully subscribed, the Company will receive approximately 51,3 MSEK before issue costs.
  • Trading in BTA is expected to start at Nasdaq First North from 22 December 2022 until the Rights Issue is registered by the Swedish Companies Registration Office. The Rights Issue is expected to be registered towards end January 2023.

Prospectus

Full terms and conditions and instructions for the Rights Issue, as well as other information about the Company will be presented in the prospectus that the Company is expected to publish around December 21, 2022 (the “Prospectus”).

Advisers

Västra Hamnen Corporate Finance AB acts as financial adviser and Wistrand Advokatbyrå acts as legal adviser to Chordate Medical in connection with the Rights Issue.

Important information

The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade with shares, warrants or other securities in Chordate Medical. No measure has been taken and no measure will be taken to permit an offer to the public in any other jurisdiction other than Sweden. Any invitation to the persons concerned to subscribe for shares in Chordate Medical will only be made through the Prospectus which will be published by the Company around 21 December 2022 on Chordate Medical’s website, www.chordate.com. The Swedish Financial Supervisory Authority’s upcoming approval of the Prospectus shall not be understood as an approval of the Company’s shares, warrants or other securities. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and this press release neither identifies nor purports to identify risks (direct or indirect) that may be connected with an investment in shares, warrants or other securities in Chordate Medical. Any investment decision should, in order for an investor to fully understand the risks and benefits associated with the decision to participate in the rights issue, be made solely based on the information in the Prospectus. An investor is therefore advised to read the entire Prospectus.

The information in this press release is not for release, publication or distribution, in whole or in part, directly or indirectly, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or in any other jurisdiction where such actions would be unlawful, subject to legal restrictions or require other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities law.

No shares, warrants or other securities in Chordate Medical has been registered, and no shares, warrants or other securities will be registered under the United States Securities Act of 1933, as amended (the ”Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction in the United States.

Within the European Economic Area (the ”EEA”), no offer of shares, warrants or other securities (the ”Securities”) is made to the public in any other country other than Sweden. In other Member States of the European Union (the ”EU”), such an offer of Securities can only be made in accordance with the exemptions in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation in national legislation, such an offer of Securities can only be made in accordance with the exemptions in the Prospectus Regulation and in accordance with any relevant implementation measures. In other countries in the EEA that have not implemented the Prospectus Regulation in national legislation, such an offer of securities can only be made in accordance with the applicable exemptions in national legislation.

In the United Kingdom, this press release, and other material in relation to the securities referred to herein, is only distributed to and directed at, and an investment or investment activity attributable to this press release is only available to, and will only be able to be exercised by ”qualified investors” (within the meaning of the UK version of Regulation 2017/1129 which has been incorporated into UK law by the European Union (Withdrawal) Act 2018) who are (i) persons who have professional experience in investments and fall within the definition of ”investment professional” in article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”), or (ii) ”high net worth entities” etcetera who fall within article 49(2)(a)-(d) of the Order; or (iii) such other persons whom such investment or investment activity may lawfully be directed to according to the Order (all such persons are collectively referred to as ”relevant persons”). An investment or investment activity to which this press release relates is available in the UK only to relevant persons and will only be carried out 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.

This press release may contain certain forward-looking information that reflect the Company’s current view of future events as well as financial and operational development. Words such as ”intend”, ”assess”, ”expect”, ”may”, ”plan”, ”estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements. Forward-looking statements is inherently associated with both known and unknown risks and uncertainties as it is dependent on future events and circumstances. Forward-looking statements is not a guarantee of future performance or development, and the actual outcome may differ materially from what is stated in forward-looking statements.

Change of dates for the extraordinary general meeting in Chordate Medical Holding AB (publ)

On November 17, 2022, Chordate Medical Holding AB (publ) issued a notice of an extraordinary general meeting to be held on December 5, 2022. Due to an error, no announcement was inserted into Post- och Inrikes Tidningar within such time that the announcement could have been published no later than two weeks prior to the extraordinary general meeting. By reason hereof, the extraordinary general meeting to be held on December 5, 2022, is cancelled and instead the Board of Directors of Chordate Medical Holding AB (publ) convenes an extraordinary general meeting to be held on December 13, 2022, as set out below. The Board of Directors would like to point out that certain consequential changes have taken place in the notice as regards dates linked to the general meeting and dates in the proposal on a preferential rights issue of shares as a consequence of the new date for the general meeting.

Notice to the Extraordinary General Meeting in Chordate Medical Holding AB (publ)

The shareholders in Chordate Medical Holding AB (publ), 556962-6319, are hereby given notice of the extraordinary general meeting to be held on Tuesday, December 13, 2022, at 11 am at the company’s premises, Regus, Kistagången 20 B in Kista.

Registration and notification
Shareholders who wish to participate at the general meeting must

  • be recorded in the share register kept by Euroclear Sweden AB on Monday, December 5, 2022, and
  • give notice of their intention to participate at the general meeting no later than Wednesday, December 7, 2022 by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista (please mark the envelope ”EGM Chordate”), by telephone to 08-400 115 46 or by e-mail to niklas.lindecrantz@chordate.com

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the general meeting. In addition to giving notice of participation to the general meeting, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on December 5, 2022. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee makes such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than December 7, 2022, will be taken into account in the preparation of the share register.

Power of attorney

If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original copy must be sent by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista. A proxy form will be available for downloading on the company’s website www.chordate.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Agenda for the general meeting

  1. Opening of the general meeting
  2. Election of chairman at the general meeting
  3. Preparation and approval of the voting list
  4. Election of one or two persons who shall approve the minutes of the general meeting
  5. Determination of whether the meeting has been duly convened
  6. Approval of the agenda
  7. Proposal on a preferential rights issue of shares
  8. Proposal on an authorization for the board of directors
  9. Closing of the meeting

Proposed resolutions

Item 7 – Proposal on a preferential rights issue of shares
The board of directors proposes that the general meeting resolves on a preferential rights issue of shares in accordance with the following.

1. The company’s share capital shall increase by a maximum of SEK 25 628 261.75 through the new issue of a maximum of 102 513 047 shares in the company with a quota value of SEK 0.25 per share.

2. The company’s shareholders shall have preferential rights to subscribe for new shares, whereby one existing share shall entitle to one subscription right and 20 subscription rights shall entitle to subscribe for 13 new shares.

3. The subscription price shall be SEK 0.50 per share. The share premium shall be transferred to the unrestricted premium reserve.

4. The record date for determining which shareholders are entitled to subscribe for new shares with preferential rights shall be December 20, 2022.

5. Subscription of shares shall take place from and including December 22, 2022, up to and including January 9, 2023. Subscription of shares with preferential rights (i.e. through the exercise of subscription rights) can take place through payment in accordance with the payment notice or special notification form. Subscription of shares without preferential rights (i.e. without the exercise of subscription rights) shall take place on a separate registration form. The board of directors shall have the right to resolve on an extension of the subscription period.

6. If not all of the shares are subscribed for through the exercise of subscription rights, the board of directors shall, within the scope of the maximum amount of the rights issue, resolve on allotment of shares subscribed for without the exercise of subscription rights, whereby allotment

  1. firstly, shall be made to those who have also subscribed for shares through the exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to their subscription through their subscription rights and, where this is not possible, through a drawing of lots; and
  2. secondly, shall be made to others who have subscribed for shares in the rights issue without exercise of subscription rights and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares each subscribed for and, where this is not possible, through a drawing of lots.

7. Payment for shares that have not been subscribed for by payment shall be made no later than three banking days after the company issue’s a notification on allotment. The board of directors shall have the right to resolve on an extension of the payment period.

8. Payment for subscribed and allotted shares shall be made in cash.

9. The new shares entitle the holder to a dividend for the first time on the record date for dividend that falls closest after the shares have been registered with the Swedish Companies Registration Office.

The board of directors or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.

Item 8 – Proposal regarding authorization for the board of directors
At the annual general meeting on 25 of April 2022, the board of directors were authorized to resolve upon issue of shares, convertibles and warrants up to a volume corresponding to 20 000 000 shares. The board proposes that the extraordinary general meeting cancels the resolution from the annual general meeting regarding the authorization and replaces it with a new in accordance with the following.

The board of directors proposes that the extraordinary general meeting authorizes the board of directors, until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions.
The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than 40 000 000 shares.

The board of directors or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A resolution in accordance with this item 8 is only valid if supported by shareholders holding not less than two thirds (2/3) of the votes cast as well as the shares represented at the extraordinary general meeting.

Miscellaneous
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information on matters that may affect the assessment of an item on the agenda and conditions that may affect the assessment of the company’s financial situation.

Copies of the annual financial report, the board of director’s report on material events for the company’s position subsequent to the adoption of the latest annual financial report, including the auditor’s report of the board of director’s report will be available at the company’s website, www.chordate.com, no later than two weeks prior to the extraordinary general meeting. Copies of such documentation will be sent to shareholders who so requests and provides its address.

The total number of shares and votes of the company as per the date of this notice amounts to 157 712 380.

_____________________
Chordate Medical Holding AB (publ)
the Board of Directors

Chordate Medical reports Q3 and carries out rights issue – Biostock interviews Anders Weilandt

Chordate’s CEO Anders Weilandt is interviewed by the news service Biostock about the newly released interim report for July-September 2022 and the planned rights issue. Anders Weilandt on the quarter:

” As the most exciting quarter so far in the company’s history – is probably the short answer. First getting the results of the subgroup, and then the analysis of the entire study material, is a confirmation of so many years of hard work and beats most of what the company has experienced. The entire Chordate project has now been “de-risked” down to a completely new and much more comfortable level.”

Read the full interview here.

Chordate Medical Holding (publ) Interim Report July-September 2022

Summary of the period July–September 2022
• Net turnover was SEK 0 (211,461)
• Cash flow from operating activities amounted to SEK -5,623,481 (-4,308,572)
• Profit/loss after financial items was SEK -6,139,836 (-3,719,371)
• Profit/loss after tax was SEK -6,139,836 (-3,719,371)
• Earnings per share were SEK -0.04 (-0.03)

Summary of the period January–September 2022
• Net turnover was SEK 88,170 (478,789)
• Cash flow from operating activities amounted to SEK -18,852,271 (-15,004,556)
• Profit/loss after financial items was SEK -19,481,497 (-14,574,938)
• Profit/loss after tax was SEK -19,481,497 (-14,574,938)
• Earnings per share were SEK -0.12 (-0.13)

MIGRAINE STUDY – CRUCIAL SUCCESS
The migraine study has been completed – the most important milestone in the company’s history. We are now entering the final phase of the build-up of the company’s value for a successful exit.

• The migraine study has been delivered – strong significant results
• Market introduction in Finland
• Five international congress exhibitions held
• The company intends to strengthen its cash with a rights issue

Clinical study on migraines completed – an unequivocal success
We have now completed our crucial clinical study on migraines. The analysis of the complete study data shows that the primary effect goal of reducing the number of headache days was achieved with statistical significance. A subgroup analysis of the German patient group was presented as a poster at Migraine Trust International Symposium MTIS 2022, September 8–11, in London. The authors’ summary:

“The subgroup analysis shows that KOS is an effective and safe alternative for preventive treatment of chronic migraines. KOS will be a valuable non-pharmacological treatment alternative with a more beneficial side-effect profile than systematic treatments [medicine].”

The subgroup analysis shows a reduction in headache days by around 2.5 days more after KOS treatment than for the group that received the placebo. The difference was statistically significant with a so-called p-value of 0.014 (<0.05 is significant). To put this in context, it is accepted practice for a one-day reduction to be considered clinically relevant. A reduction of 2.5 days is therefore very good.

Another important aspect that the subgroup analysis published was the percentage of patients that respond to the treatment. Under international guidelines for migraine studies, a chronic migraine patient who experiences more than 30 percent fewer headache days is considered to have responded to the treatment. The subgroup analysis shows that 41.4 percent responded to active KOS treatment, and 14.9 percent in the placebo group. The difference of 26.5 percent is therefore very good.

We have recently been able to announce that the statistical analysis of the entire study has now been completed, and the results published in the subgroup analysis have now been confirmed to be at least as good or better with statistical significance.

It is very important for the company’s value for the complete study to be published in a well-respected scientific journal. For this to happen, the results may not have been published in any other way prior to this. We are therefore being careful not to reveal the results in detail. Once the submitted article has been approved for publication, we will be able to report the full results. It is not possible to predict how long this will take, but it should take a only a few months.

It would be hard to overemphasize the importance of these strong and clear study results for us. Not just that we have now delivered on what may be the most important of our interim goals for an exit, but mainly because this now gives us access to the market with a sought-after alternative to medicinal treatment.

Roll-out at five neurology congresses
The premier for the subgroup analysis was at MTIS in London. We then repeated the presentation at the Italian migraine congress SISC 2022 in Palermo, the German pain congress in Mannheim, the Israeli migraine association’s meeting in Tel Aviv and, finally, Neurological Days in Helsinki during the first week of November. We attracted a lot of interest at all of the events, and we held many sales pitches together with each market actor.

Going forward
To continue to deliver on the strategic plan, we will focus on marketing and sales in 2023. According to our analysis, being able to show that we can build market shares in several carefully selected markets (proof-of-concept) is a crucial step for a good exit for our shareholders.

The projects on market authorization in the USA and China continue.

The Board has convened an Extraordinary General Meeting to resolve on a rights issue for financing the next step in the strategic plan. The subscription period is in December 2022. Information about the general meeting and the issue is available in the notice and the prospectus that will be published on our website within the prescribed period of time.

Kista, November 2022
Anders Weilandt, CEO

Read the full report: Chordate Medical Holding (publ) Interim Report July-September 2022

Notice to the Extraordinary General Meeting in Chordate Medical Holding AB (publ)

The shareholders in Chordate Medical Holding AB (publ), 556962-6319, are hereby given notice of the extraordinary general meeting to be held on Monday, December 5, 2022, at 2 pm at the company’s premises, Regus, Kistagången 20 B in Kista.

Registration and notification

Shareholders who wish to participate at the general meeting must

  • be recorded in the share register kept by Euroclear Sweden AB on Friday, November 25, 2022, and
  • give notice of their intention to participate at the general meeting no later than Tuesday, November 29, 2022 by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista (please mark the envelope ”EGM Chordate”), by telephone to 08-400 115 46 or by e-mail to niklas.lindecrantz@chordate.com

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the general meeting. In addition to giving notice of participation to the general meeting, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on November 25, 2022. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee makes such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than November 29, 2022, will be taken into account in the preparation of the share register.  

Power of attorney

If a shareholder wishes to attend the general meeting by proxy, a written and dated power of attorney signed by the shareholder in original copy must be sent by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista. A proxy form will be available for downloading on the company’s website www.chordate.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Agenda for the general meeting

  1. Opening of the general meeting
  2. Election of chairman at the general meeting
  3. Preparation and approval of the voting list
  4. Election of one or two persons who shall approve the minutes of the general meeting
  5. Determination of whether the meeting has been duly convened
  6. Approval of the agenda
  7. Proposal on a preferential rights issue of shares
  8. Proposal on an authorization for the board of directors
  9. Closing of the meeting

Proposed resolutions

Item 7 – Proposal on a preferential rights issue of shares

The board of directors proposes that the general meeting resolves on a preferential rights issue of shares in accordance with the following.

  1. The company’s share capital shall increase by a maximum of SEK 25 628 261.75 through the new issue of a maximum of 102 513 047 shares in the company with a quota value of SEK 0.25 per share.
  1. The company’s shareholders shall have preferential rights to subscribe for new shares, whereby one existing share shall entitle to one subscription right and 20 subscription rights shall entitle to subscribe for 13 new shares.
  1. The subscription price shall be SEK 0.50 per share. The share premium shall be transferred to the unrestricted premium reserve.
  1. The record date for determining which shareholders are entitled to subscribe for new shares with preferential rights shall be December 12, 2022.
  1. Subscription of shares shall take place from and including December 14, 2022, up to and including December 29, 2022. Subscription of shares with preferential rights (i.e. through the exercise of subscription rights) can take place through payment in accordance with the payment notice or special notification form. Subscription of shares without preferential rights (i.e. without the exercise of subscription rights) shall take place on a separate registration form. The board of directors shall have the right to resolve on an extension of the subscription period.
  1. If not all of the shares are subscribed for through the exercise of subscription rights, the board of directors shall, within the scope of the maximum amount of the rights issue, resolve on allotment of shares subscribed for without the exercise of subscription rights, whereby allotment
  1. firstly, shall be made to those who have also subscribed for shares through the exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to their subscription through their subscription rights and, where this is not possible, through a drawing of lots; and
  1. secondly, shall be made to others who have subscribed for shares in the rights issue without exercise of subscription rights and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares each subscribed for and, where this is not possible, through a drawing of lots.
  1. Payment for shares that have not been subscribed for by payment shall be made no later than three banking days after the company issue’s a notification on allotment. The board of directors shall have the right to resolve on an extension of the payment period.
  1. Payment for subscribed and allotted shares shall be made in cash.
  1. The new shares entitle the holder to a dividend for the first time on the record date for dividend that falls closest after the shares have been registered with the Swedish Companies Registration Office.

The board of directors or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.

Item 8 – Proposal regarding authorization for the board of directors

At the annual general meeting on 25 of April 2022, the board of directors were authorized to resolve upon issue of shares, convertibles and warrants up to a volume corresponding to 20 000 000 shares. The board proposes that the extraordinary general meeting cancels the resolution from the annual general meeting regarding the authorization and replaces it with a new in accordance with the following.

The board of directors proposes that the extraordinary general meeting authorizes the board of directors, until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions.

The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than 40 000 000 shares.

The board of directors or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A resolution in accordance with this item 8 is only valid if supported by shareholders holding not less than two thirds (2/3) of the votes cast as well as the shares represented at the extraordinary general meeting.

 

Miscellaneous

The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information on matters that may affect the assessment of an item on the agenda and conditions that may affect the assessment of the company’s financial situation.

Copies of the annual financial report, the board of director’s report on material events for the company’s position subsequent to the adoption of the latest annual financial report, including the auditor’s report of the board of director’s report will be available at the company’s website, www.chordate.com, no later than two weeks prior to the extraordinary general meeting. Copies of such documentation will be sent to shareholders who so requests and provides its address.

 

The total number of shares and votes of the company as per the date of this notice amounts to 157 712 380.

_____________________

Chordate Medical Holding AB (publ)

the Board of Directors

For more information, please contact:
Anders Weilandt, CEO
anders.weilandt@chordate.com
Cell: +46 733-874277

About Chordate
Chordate Medical Holding AB (publ) is a medical technology company that for over ten years has
developed, patented and CE-marked a new neuromodulation treatment technology for chronic
nasal congestion (rhinitis) and chronic migraine. The company offers its product via distributors to
clinics and hospitals in the Nordics, Germany, the UK, Israel, and Saudi Arabia. Chordate Medical’s
share is listed on Nasdaq First North Growth Market Stockholm (ticker: CMH). Read more at www.chordate.com/en/

Chordate’s Certified Adviser on Nasdaq First North Growth Market Stockholm is Västra Hamnen
Corporate Finance AB.

N.B. The English text is an in-house translation of the original Swedish text. Should there be any
disparities between the Swedish and the English text, the Swedish text shall prevail.

The Board of Directors of Chordate Medical
Holding AB (publ) proposes a rights issue of
approximately 51,3 MSEK

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATIONS OR OTHER MEASURES.

The Board of Directors of Chordate Medical Holding AB (publ) (”Chordate Medical” or the ”Company”), which is listed on Nasdaq First North Growth Market (”Nasdaq First North”), has today, November 17, 2022, proposed that an extraordinary general meeting on December 5, 2022, resolve to carry out an issue of shares with preferential rights for the Company’s shareholders amounting to approximately 51,3 MSEK (the “Rights Issue”).The Company has received subscription undertakings from main shareholders and members of the Board of Directors and management corresponding to approximately 33 percent of the Rights Issue. Notice to the extraordinary general meeting will be published through a separate press release. The Rights Issue enables Chordate Medical to penetrate selected markets in order to achieve strategic – and potentially value-creating – targets.

 

Background and reasons for the Rights Issue

Chordate Medical is a Swedish company that, through its wholly-owned subsidiary Chordate Medical AB, develops, sells and markets K.O.S (Kinetic Oscillation Stimulation), a patented and CE-marked nerve stimulation technology for the treatment of chronic migraine and chronic rhinitis.

K.O.S is a simple and cost-effective treatment without drugs that has demonstrated, in several clinical studies, to be free of unexpected side effects. In a first subgroup analysis, consisting of 92 German patients from the Company’s patient study on K.O.S against chronic migraine that ended in August 2022, a statistically significant reduction in the number of headache days could be reported. The subgroup results provide support for market activities within the migraine market and the ongoing work with the Company’s FDA application. The market for treatments against migraine is larger than the market for treatments for rhinitis, so success in the migraine area is a significant step in Chordate Medical’s exit strategy, which consists of three parts:

  • Broad patent portfolio – Chordate Medical has 71 granted patents grouped into 9 patent families in 26 markets and 3 more patent applications are pending.
  • Scientific evidence – The second part of the strategy is to produce scientifically based evidence for treatment’s clinical effect on the two indications.
  • Proof of concept – The third part is to show early market penetration in selected markets in order to demonstrate the value of the technology.

The Board of Directors assesses that existing working capital is not sufficient to conduct business for the next twelve-month period. In order to accelerate the work towards an exit, primarily through continued investments in the migraine market with the support of the latest study results, the Board of Directors has resolved to propose the Rights Issue. If fully subscribed, the Rights Issue is estimated to raise approximately 51.3 MSEK to Chordate Medical before costs related to the issue. The proceeds from the issuance is intended to be distributed in accordance with the percentages set out below and, in the event that not all measures can be implemented, according to the following priority:

  • 20% is allocated to market registration and product releases.
  • 25% is allocated to supporting clinical studies.
  • 55% is allocated to market strategic activities and other working capital.

Terms and conditions of the Rights Issue

The Board of Directors’ proposal to the extraordinary general meeting includes that the Rights Issue be carried out in accordance with the main conditions set out below.

  • The right to subscribe for shares with preferential rights shall vest in those who are registered as shareholders in the Company on the record date, 12th December 2022 pro rata to their shareholdings in the Company. One (1) existing share entitles to one (1) subscription right.
  • Twenty (20) subscription rights entitles to subscription of thirteen (13) shares in the Company.  
  • The Rights Issue will increase the number of shares by maximum 102 513 047.
  • The subscription price is 0,50 SEK per share. No commission is charged.
  • The subscription period runs from December 14, 2022, up to and including December 29, 2022.
  • If not all of the shares are subscribed for through the exercise of subscription rights, the Board of Directors shall, within the scope of the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without the exercise of subscription rights, whereby allotment (i) firstly, shall be made to those who have also subscribed for shares through the exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to their subscription through their subscription rights and, where this is not possible, through a drawing of lots; and (ii) secondly, shall be made to others who have subscribed for shares in the Rights Issue without exercise of subscription rights and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares each subscribed for and, where this is not possible, through a drawing of lots.
  • If the Rights Issue is fully subscribed, the Company will receive approximately 51,3 MSEK before issue costs.
  • Trading in paid subscription shares (Sw.BTA”) is expected to start at Nasdaq First North from 14 December 2022 until the Rights Issue is registered by the Swedish Companies Registration Office (Sw.Bolagsverket”). The Rights Issue is expected to be registered around mid January 2023.

Change of share capital and number of shares and dilution

Through the Rights Issue, the number of shares in Chordate Medical will increase by a maximum of 102 513 047 shares, from 157 712 380 shares to 260 225 427 shares, and the share capital will increase by maximum 25 628 261,75 SEK, from 39 428 095 SEK to 65 056 356,75 SEK. This means that existing shareholders who choose not to participate in the Rights Issue will, if fully subscribed, experience a dilution of approximately 39.4 per cent of their votes and capital in the Company.

Subscription undertakings

In connection with the Rights Issue, the Company has received subscription undertakings from the Company’s existing shareholders and members of the Board of Directors and management amounting to a total of approximately 16,7 MSEK. Those who have entered into subscription undertakings are HAWOC Investment AB, Sifonen AB, Tommy Hedberg, Magnus Brandberg, Bevaclean AB and Anders Weilandt. The subscription undertakings correspond to approximately 33 percent of the Rights Issue. No renumeration is paid for the subscription undertakings submitted.

Preliminary timetable for the Rights Issue  

5 December 2022                                 Extraordinary general meeting

8 December 2022                                 Last day of trading including the right to receive subscription rights

9 December 2022                                 First day of trading excluding the right to receive subscription rights

12 December 2022                              Record date for participation in the Rights Issue

13 December 2022                              Estimated date for publication of Prospectus

14-29 December 2022                        Subscription period.

14-23 December 2022                        Trading in subscription rights.

14 December 2022                              Trading in paid subscription shares (Sw.BTA”) until the Rights Issue is registered by the Swedish Companies Registration Office (Sw.Bolagsverket”).

2 January 2023                                      Expected publication of subscription result in the Rights Issue.

Prospectus

Full terms and conditions and instructions for the Rights Issue, as well as other information about the Company will be presented in the prospectus that the Company is expected to publish around December 13, 2022 (the “Prospectus”).

Advisers

Västra Hamnen Corporate Finance AB acts as financial adviser and Wistrand Advokatbyrå acts as legal adviser to Chordate Medical in connection with the Rights Issue.

Important information

The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade with shares, warrants or other securities in Chordate Medical. No measure has been taken and no measure will be taken to permit an offer to the public in any other jurisdiction other than Sweden. Any invitation to the persons concerned to subscribe for shares in Chordate Medical will only be made through the Prospectus which will be published by the Company around 13 December 2022 on Chordate Medical’s website, www.chordate.com. The Swedish Financial Supervisory Authority’s upcoming approval of the Prospectus shall not be understood as an approval of the Company’s shares, warrants or other securities. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and this press release neither identifies nor purports to identify risks (direct or indirect) that may be connected with an investment in shares, warrants or other securities in Chordate Medical. Any investment decision should, in order for an investor to fully understand the risks and benefits associated with the decision to participate in the rights issue, be made solely based on the information in the Prospectus. An investor is therefore advised to read the entire Prospectus.

The information in this press release is not for release, publication or distribution, in whole or in part, directly or indirectly, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or in any other jurisdiction where such actions would be unlawful, subject to legal restrictions or require other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities law.

No shares, warrants or other securities in Chordate Medical has been registered, and no shares, warrants or other securities will be registered under the United States Securities Act of 1933, as amended (the ”Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction in the United States.

Within the European Economic Area (the ”EEA”), no offer of shares, warrants or other securities (the ”Securities”) is made to the public in any other country other than Sweden. In other Member States of the European Union (the ”EU”), such an offer of Securities can only be made in accordance with the exemptions in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation in national legislation, such an offer of Securities can only be made in accordance with the exemptions in the Prospectus Regulation and in accordance with any relevant implementation measures. In other countries in the EEA that have not implemented the Prospectus Regulation in national legislation, such an offer of securities can only be made in accordance with the applicable exemptions in national legislation.

In the United Kingdom, this press release, and other material in relation to the securities referred to herein, is only distributed to and directed at, and an investment or investment activity attributable to this press release is only available to, and will only be able to be exercised by ”qualified investors” (within the meaning of the UK version of Regulation 2017/1129 which has been incorporated into UK law by the European Union (Withdrawal) Act 2018) who are (i) persons who have professional experience in investments and fall within the definition of ”investment professional” in article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”), or (ii) ”high net worth entities” etcetera who fall within article 49(2)(a)-(d) of the Order; or (iii) such other persons whom such investment or investment activity may lawfully be directed to according to the Order (all such persons are collectively referred to as ”relevant persons”). An investment or investment activity to which this press release relates is available in the UK only to relevant persons and will only be carried out 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.

This press release may contain certain forward-looking information that reflect the Company’s current view of future events as well as financial and operational development. Words such as ”intend”, ”assess”, ”expect”, ”may”, ”plan”, ”estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements. Forward-looking statements is inherently associated with both known and unknown risks and uncertainties as it is dependent on future events and circumstances. Forward-looking statements is not a guarantee of future performance or development, and the actual outcome may differ materially from what is stated in forward-looking statements.

For more information, please contact:
Anders Weilandt, CEO
anders.weilandt@chordate.com
Cell: +46 733-874277

About Chordate
Chordate Medical Holding AB (publ) is a medical technology company that for over ten years has
developed, patented and CE-marked a new neuromodulation treatment technology for chronic
nasal congestion (rhinitis) and chronic migraine. The company offers its product via distributors to
clinics and hospitals in the Nordics, Germany, the UK, Israel, and Saudi Arabia.

Chordate Medical’s share is listed on Nasdaq First North Growth Market Stockholm (ticker: CMH). Read more at www.chordate.com/en/

Chordate’s Certified Adviser on Nasdaq First North Growth Market Stockholm is Västra Hamnen
Corporate Finance AB.

N.B. The English text is an in-house translation of the original Swedish text. Should there be any
disparities between the Swedish and the English text, the Swedish text shall prevail.

This information is information that Chordate Medical Holding 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 2022-11-17 08:30 CET.

Chordate Medical presents interim report for Q3 2022

Chordate Medical Holding AB (publ) (“Chordate”) (Nasdaq First North Stockholm: CMH) will publish its interim report for Q3 2022 on Friday November 18, 2022, at 08:30 am.

A webcast teleconference with CEO Anders Weilandt will be broadcast live on Friday November 18 at 02:00 pm. The conference will be followed by a Q&A session. The presentation will be held in Swedish. It is possible to follow the conference via computer or mobile devices.

To register for the web conference, please follow this link:

https://attendee.gotowebinar.com/register/1081159006671885835

Places are limited so we recommend registering well in advance to secure a place.

A recording of the web conference will be available on the company’s website www.chordate.com and on Västra Hamnen Corporate Finance YouTube channel after the conference has ended.

Statistical significance confirmed in final analysis of Chordate’s PM007 multicenter clinical study of the K.O.S technology for preventive treatment of chronic migraine

Chordate Medical Holding AB (publ) (“Chordate”) (Nasdaq FirstNorth Stockholm: CMH), a specialty medtech company that focuses on developing neuromodulating systems for treating chronic migraine, today announces that final data analysis confirms the statistically significant results from the subgroup analysis presented as a poster early September at the Migraine Trust International Symposium 2022, London.

 

Primary Objective
The statistical analysis of the Full Analysis Set derived from a total of 140 randomized subjects, randomized to receive active K.O.S-treatment, or sham-treatment, reached the Primary Endpoint goal by demonstrating a significantly reduced number of monthly headache days (MHD) with moderate to severe intensity from baseline.

Secondary Objectives
Response Rate data defined as ≥30% reduction in MHD with moderate to severe intensity from baseline demonstrated significance. Other Secondary endpoints demonstrated significant or favorable results.

The study data contains no treatment related serious adverse events.

The final study data will be communicated by Chordate in detail once the first scientific article manuscript has been accepted for publication.

“The value for us as a company to have the final data confirming this level of success, and added to our strategic scientific evidence base, is simply immense. By this we can deliver in full on the hypothesis that K.O.S, a non-drug medical device solution for preventive treatment of chronic migraine, is a valid treatment option, that can change the lives of many patients to the better. As we are cautious about preserving the scientific news-value in the coming publication of one or more articles, we will have to await approval-for-publication before we communicate the results in detail”, says Anders Weilandt, CEO of Chordate.

About the PM007 trial

This randomized, sham-controlled, double-blind, multicenter study was conducted at five neurology clinics in Germany and four in Finland. The study randomized 140 subjects and was designed to evaluate the efficacy and safety of the K.O.S-treatment. Primary endpoint was to detect mean change from baseline (4-week screening period, 4-week follow-up period) in monthly headache days with moderate to severe intensity, following weekly treatments for six weeks. Fifty percent of the subjects received active K.O.S-treatment from the S211 investigative device, and fifty percent received a validated sham/placebo treatment from the same equipment.

The study enrolled subjects with diagnosed chronic migraine (≥15 days/month of headache, whereof >8 days with migraine) and saw the last subject leaving the study at the beginning of August 2022.

Statistically significant reduction in number of headache days shown in subgroup analysis of Chordate’s PM007 multicenter clinical study of K.O.S-stimulation for preventive treatment of chronic migraine

Chordate Medical Holding AB’s (publ) (“Chordate”)(Nasdaq FirstNorth Stockholm: CMH), a specialty medtech company that focuses on developing neuromodulating systems for treating chronic migraine, today announces that an abstract entitled “Kinetic Oscillation Stimulation for the treatment of chronic migraine – a subgroup analysis of a randomised controlled clinical trial” by Hoffmann, J. et al, is presented as a poster at the Migraine Trust International Symposium 2022, London.

The poster reveals that the subgroup analysis of the 46 German subjects receiving active K.O.S-treatment demonstrated a significantly reduced number of monthly headache days (MHD) with moderate to severe intensity from baseline, when compared to the 46 subjects receiving the sham treatment. The difference shown by the least square means (LSQ) of the ANCOVA model between the 4-week baseline period and treatment weeks 3-6 was -2.52 MHD (CI95%=[-4.52; -0.52], p=0.0140 and by non-parametric, stratified van Elteren test p=0.0092). The 4-week follow-up period results – after ending six weeks of stimulation – showed a reduction in LSQ of -2.70 MHD (CI95%=[-4.73;-0.68], p=0.093; van Elteren test p=0.0151), demonstrating a sustained improvement during the observation period.

Response defined as ≥30% reduction in MHD with moderate to severe intensity from baseline was achieved in 41.4% of the subjects receiving active K.O.S vs. 14.9% in the group receiving sham treatment. The treatment was also reported as well-tolerated without severe adverse events.

The authors concludes that this trial thus far indicates that K.O.S is an effective and safe option for the preventive treatment of chronic migraine. And further that as the K.O.S is a non-pharma alternative it would constitute a valuable expansion of the current therapeutic arsenal, without the significant risk of unwanted side effects commonly seen with other preventive treatment alternatives.

“It is remarkable to learn about such stunning effect from the German part of the PM007 study. The demonstrated level of response with K.O.S is also remarkable. This will indeed be a great support for our marketing and sales ambitions. The opportunity to make this subgroup analysis presented itself as the German clinics completed their work early. Our near-term task is now to compile the data from the completed study, and to get it published in its entirety”, says Anders Weilandt, CEO of Chordate.

About the PM007 trial

This randomized, sham-controlled, double-blind, multicenter study was conducted at five neurology clinics in Germany and four in Finland. The study enrolled 132 subjects and was designed to evaluate the efficacy and safety of the K.O.S-treatment. Primary endpoint was to detect mean change from baseline (4-week screening period, 4-week follow-up period) in monthly headache days with moderate to severe intensity, following weekly treatments for six weeks. Fifty percent of the subjects received active K.O.S-treatment from the S211 investigative device, and fifty percent received a validated sham/placebo treatment from the same equipment. The study enrolled subjects with diagnosed chronic migraine (≥15 days/month of headache, whereof >8 days with migraine) and saw the last subject leaving the study at the beginning of August 2022.

For more information, please contact:
Anders Weilandt, CEO
anders.weilandt@chordate.com
Cell: +46 733-874277

Analyst Group comments on Chordate’s Q2 report: “subgroup results could be a real value driver”

Analyst Group writes in a comment on Chordate Medical’s Q2 report that the company’s chosen strategy in the UK, which is now also being implemented in Germany and Israel, could result in a faster expansion.

“As we have previously written, we believe that Chordate’s chosen strategy in the UK could result in a faster expansion in the market, which would thus also be reflected in Chordate’s sales figures. We therefore view positively that the company has chosen to apply this strategy in Israel and Germany as well.”

Analyst Group also comments on the subgroup results that will be presented at the Migraine Trust International Symposium 2022 in London on September 8th.

“The subgroup results that will be presented next week could be a real value driver in Chordate’s share, given that the results are good. This as the results would constitute direct support for the company’s marketing of, and sales targets for, the K.O.S treatment for patients with chronic migraine. This is therefore something an investor should monitor.”

Read the full analyst commentary (in Swedish)