Chordate Medical Holding AB (publ) hereby announces that the company has entered into an agreement with Vator Securities AB (“Vator Securities”) regarding the service as a Certified Adviser. Vator Securities will be appointed Certified Adviser (CA) on December 29th, 2023.
The shareholders in Chordate Medical Holding AB (publ), 556962-6319, are hereby given notice of the extraordinary general meeting to be held on Friday, 26 January 2024, at 14:00 at the company’s premises, Regus, Kistagången 20 B in Kista. The registration opens at 13:30.
Registration and notification
Shareholders who wish to participate at the general meeting must
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 18 January 2024. 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 22 January 2024, will be taken into account in the preparation of the share register.
Powers 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
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Resolution on:
a. reduction of the share capital for allocation to the unrestricted equity;
b. amendment of the articles of association (step 1);
c. approval of the board of directors' resolution on a new issue of units consisting of shares and warrants, observing the shareholders' preferential rights;
d. amendment of the articles of association (step 2);
e. bonus issue; and
f. reduction of the share capital for allocation to the unrestricted equity
8. Resolution regarding authorization of the board of directors to resolve on a new issue
9. Resolution regarding authorization of the board of directors to make minor adjustments to the resolutions
10. Closing of the meeting
Proposed resolutions
The proposals below in items 7 a – 7 f are conditional upon each other's approval, therefore the proposals should be resolved upon in a joint resolution. For such resolution to be valid, it requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
Item 7 a – Resolution on reduction of the share capital for allocation to the unrestricted equity
The board of directors proposes that the company's share capital should be reduced as follows.
1. The purpose of the reduction is allocation to the unrestricted equity.
2. The company's share capital shall be reduced by SEK 37,186,641.12.
3. The reduction shall be carried out without the withdrawal of shares.
The share capital will after the reduction amount to SEK 20,917,485.63, corresponding to a quota value of SEK 0.09.
The resolution is conditional upon the resolutions in items 7 a – f being registered with the Swedish Companies Registration Office, and that the reductions, new issue, and bonus issue together do not result in a decrease of the company's share capital.
Item 7 b – Resolution on amendment of the articles of association (step 1)
The board of directors proposes that the general meeting resolves to amend the company's articles of association by adopting new limits for the share capital and the number of shares as follows.
| Current wording | Proposed wording |
| § 4 Share capital and number of shares | § 4 Share capital and number of shares |
| The share capital shall be not less than SEK 20,000,000 and not more than SEK 80,000,000.The number of shares shall be not less than 80,000,000 and not more than 320,000,000. | The share capital shall be not less than SEK 20,000,000 and not more than SEK 80,000,000.The number of shares shall be not less than 450,000,000 and not more than 1,800,000,000. |
In connection with this, the following editorial amendment is also proposed.
| Current wording | Proposed wording |
| § 1 Firm | § 1 Company name |
| The firm of the company (company name) is Chordate Medical Holding AB (publ). The company is public. | The company name is Chordate Medical Holding AB (publ). The company is public. |
Item 7 c – Resolution on approval of the board of directors’ resolution on the new issue of units consisting of shares and warrants, observing the shareholder’s preferential rights.
The board of directors proposes that the general meeting resolves to approve the board's decision on 22 December 2023 to issue not more than 232,416,507 units consisting of shares and warrants on mainly the following conditions.
1. Each unit consist of two (2) new shares and one (1) warrant series TO 8. In total, the issue encompasses not more than 464,833,014 shares and not more than 232,416,507 warrants series TO 8.
2. The subscription price for each unit shall be SEK 0.18, corresponding to a subscription price per share of SEK 0.09. The warrants are issued free of charge.
3. Subscription of units with preferential rights shall be made using unit rights. The right to receive unit rights to subscribe for units with preferential rights shall be granted to those who are registered as shareholders on the record date who thereby are allocated unit rights in relation to their shareholding as of the record date.
4. The record date for receiving unit rights and the right to participate in the issue with preferential rights shall be 31 January 2024.
5. Each existing share entitles to one (1) unit right, and one (1) unit right entitles to the subscription of one (1) unit.
6. In the event that all units are not fully subscribed using unit rights, the distribution of the remaining units up to the issue's maximum limit will proceed in the following manner:
a. primarily to those who have subscribed for units with the support of unit rights (regardless of whether they were shareholders on the record date or not) and to those who have expressed interest in subscribing for units without the support of unit rights, and in the event that allocation to these cannot be made in full, allocation shall be made pro rata in relation to the number of unit rights each of those who have expressed interest in subscribing for units without the support of unit rights has used for the subscription of units;
b. secondarily to others who have subscribed for units in the issue without the support of unit rights, and in the event that allocation to them cannot be made in full, allocation shall be made pro rata in relation to the total number of units each subscriber has applied for; and
c. thirdly, to those who have provided issue guarantees for the subscription of units, in proportion to such guarantee commitments.
In the event that allocation at any stage as described above cannot be made pro rata, allocation shall be done by drawing lots.
7. Subscription of units with the support of unit rights shall be made through cash payment during the period from and including 2 February 2024 to and including 16 February 2024. Subscription of units without the support of unit rights shall be made on a special subscription list during the same period as the subscription with the support of unit rights. Payment for units subscribed without the support of unit rights shall be made no later than the third banking day after that the notification of allocation has been sent to the subscriber through a settlement note.
8. The board of directors shall have the right to extend the subscription period and the payment period.
9. Subscription can only be made for units and thus not for shares or warrants separately. Allocation can only be made of units. However, after the completion of the issue, the shares and warrants will be separated.
10. The shares issued through the unit issue entitle to dividends from and including the first record date for dividend that occurs after the new shares have been entered into the share register maintained by Euroclear Sweden AB.
11. For warrants TO 8 and the exercise of the option rights, the following conditions, among others, apply:
a. One (1) warrant series TO 8 entitles the holder to subscribe for one (1) new share in the company against cash payment amounting to 70 percent of the volume-weighted average price of the company's share during the period from and including 16 October 2024 to and including 29 October 2024, however, not less than the share's quota value and not more than SEK 0.15. The subscription price shall be rounded to the nearest whole öre. The amount exceeding the share's quota value shall be allocated to the unrestricted premium fund.
b. The subscription price and the number of shares that each warrant series TO 8 entitles to subscribe for shall be subject to customary recalculation formulas in the event of a split or consolidation of shares, rights issues, and similar events.
c. The warrant series TO 8 shall entitle to subscription of shares during the period from and including 4 November 2024 to and including 18 November 2024.
d. Shares issued through subscription entitle to dividends from and including the first record date for dividend that occurs after the new shares have been entered into the share register maintained by Euroclear Sweden AB.
12. Upon full subscription of all shares issued in the unit issue, the share capital will increase by not more than SEK 41,834,971.26 (based on the share's quota value after the reductions of the share capital proposed by the Board for the meeting to decide upon).
13. Upon full exercise of all warrants series TO 8 issued in the unit issue, the share capital will increase by not more than SEK 20,917,485.63 SEK (based on the share's quota value after the reductions of the share capital proposed by the board of directors for the general meeting to resolve upon).
Item 7 d – Resolution on amendment of the articles of association (step 2)
The board of directors proposes that the general meeting resolves to amend the company's articles of association by adopting new limits for the share capital and the number of shares as follows.
| Proposed wording |
| § 4 Share capital and number of shares |
| The share capital shall be not less than SEK 55,000,000 and not more than SEK 220,000,000.The number of shares shall be not less than 450,000,000 and not more than 1,800,000,000. |
Item 7 e – Resolution on a bonus issue
The board of directors proposes that the general meeting resolves on a bonus issue as follows:
1. The company’s share capital shall be increased by SEK 37,186,641.12.
2. The increase shall be made through a bonus issue. No new shares shall be issued.
3. Transfer shall be made to the share capital with SEK 37,186,641.12 from the unrestricted equity.
The purpose of the bonus issue is to restore the share capital after the reduction of the share capital according to item 7 a.
Item 7 f – Resolution on reduction of the share capital for allocation to the unrestricted equity
The board of directors proposes that the company's share capital shall be reduced as follows:
1. The purpose of the reduction is the allocation to unrestricted equity.
2. The company's share capital shall decrease by an amount in SEK that corresponds to the increase in the share capital as resolved upon in the new issue of shares under item 7 c above, reduced by the minimum amount required for the share's quota value to correspond to a whole number of Swedish ören after the reduction.
3. The reduction shall be carried out without withdrawal of shares.
The reduction is carried out to ensure that the resolutions on the reduction of share capital under item 7 a, the new issue under item 7 c, and on the bonus issue under item 7 e, together do not result in a decrease of the company's share capital.
Item 8 – Resolution regarding authorizing the Board to resolve on a new issue
In order to facilitate the issuance of units consisting of shares and warrants as compensation to those who have entered into guarantee commitments (the “Guarantors”) to ensure the preferential rights issue of units decided by the board of directors on 22 December 2023 and which is proposed for approval under item 7 c on the agenda (the “Rights Issue”), the Board proposes that the general meeting resolves to authorize the Board to, until the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions for set-off or other conditions, decide on the issuance of shares and warrants to the Guarantors.
When exercising the authorization, the terms for the units shall be the same as in the Rights Issue, meaning that each unit shall consist of two (2) shares and one (1) warrant series TO 8. However, the subscription price per unit shall correspond to the volume-weighted average price of the company's share on the Nasdaq First North Growth Market during the subscription period in the Rights Issue (i.e., during the period 2 February 2024 – 16 February 2024) multiplied by two (2), but never lower than the subscription price in the Rights Issue or the quota value of the share multiplied by two (2).
The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out the issue of units as compensation to the Guarantors. The total number of shares and warrants that may be issued under the authorization shall not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation that the company is to issue to the Guarantors.
The resolution on the above-mentioned authorization presumes and is conditional upon that the meeting also resolves to approve the Rights Issue in accordance with the board of directors' proposal to the general meeting.
Item 9 – Resolution regarding authorization of the board of directors to make minor adjustments to the resolutions
The board of directors, or any person appointed by the board, shall be authorized to make such minor adjustments to the general meeting’s resolutions in item 7 – 8 that may be required in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
The board of directors’ statement in accordance with Chapter 20 Section 13 fourth paragraph of the Swedish Companies Act
In order to achieve a lower quota value, the board of directors has proposed that the company’s share capital, which currently amounts to SEK 58,104,126.75 divided into 232,416,507 shares, each with a quota value of SEK 0.25, shall be decreased without the withdrawal of shares and for allocation to the unrestricted equity.
The effect of the board of directors’ proposal under item 7 a is that the company’s share capital is reduced by SEK 37,186,641.12, from SEK 58,104,126.75 to SEK 20,917,485.63, whereby the quota value amounts to SEK 0.09. The board of directors has in connection with this resolved to propose that the extraordinary general meeting resolves on a bonus issue (item 7 e) through which the company’s share capital is increased by SEK 37,186,641.12. By carrying through the bonus issue that increases the share capital with the reduction amount simultaneously with the reduction, the company may execute the reduction resolution without authorization from the Swedish Companies Registration Office or general court, since the measures jointly means that neither the company’s restricted equity nor its share capital is decreased.
Furthermore, the board of directors has proposed that the extraordinary general meeting resolves on an increase of the share capital by a resolution to approve the board of directors’ resolution of a rights issue of units consisting of shares and warrants, item 7 c (the “Rights Issue”). The company’s share capital will increase by not more than SEK 41,834,971.26 through the new issue of shares under the Rights Issue. The share capital increase has been calculated based on the assumption that the reduction of the share capital proposed in item 7 a result in a quota value of SEK 0.09 per share. The board of directors proposes that the general meeting also resolved on a second reduction of the share capital (item 7 f), which is proposed in order to minimize the increase of the share capital following the Rights Issue and in order to obtain a reasonable quota value for the company’s shares. The second reduction is proposed to amount to an amount corresponding to the increase of the share capital following the registration of the new shares issued in the Rights Issue, and, if applicable, adjusted down to an amount that leads to a quota value with not more than two decimals. By carrying through the new issue that increases the share capital with not less than the reduction amount simultaneously with the reduction, the company may execute the reduction resolution without authorization from the Swedish Companies Registration Office or general court, since the measures jointly means that neither the company’s restricted equity nor its share capital is decreased.
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.
The complete proposals for resolutions in accordance with the above, as well as any other documents according to the Swedish Companies Act will be available at the company’s website, www.chordate.com, not later than two weeks prior to the extraordinary general meeting. Copies of such documentation will be sent free of charge to shareholders who so requests and provides their address.
For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
_____________________
Chordate Medical Holding AB (publ)
the Board of Directors
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEA-LAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURIS-DICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE REFER TO “IMPORTANT INFOR-MATION” AT THE END OF THIS PRESS RELEASE.
The Board of Directors of Chordate Medical Holding AB (publ) (“Chordate Medical” or the “Company") has today, subject to subsequent approval by the extraordinary general meeting in the Company on 26 January 2024, resolved to carry out a rights issue of units, consisting of shares and warrants, with preferential rights for the Company’s existing shareholders (the "Rights Issue"). The Rights Issue is mainly intended to finance (i) market registration and product versions, (ii) supporting clinical studies, (iii) market strategy activities and (iv) other working capital. In connection with the Rights Issue, the Company has received subscription undertakings of approximately SEK 10.7 million, corresponding to approximately 25.7 per cent of the Rights Issue. Furthermore, the Company has received guarantee commitments of approximately SEK 12.3 million, corresponding to approximately 29.3 per cent of the Rights Issue, which, in aggregate, is covered by subscription undertakings and guarantee commitments of approximately SEK 23.0 million in total, corresponding to approximately 55.0 per cent of the Rights Issue. In the Rights Issue, one (1) existing share entitles to subscription of one (1) unit where each unit consists of two (2) shares and one (1) warrant series TO 8. The subscription price is SEK 0.18 per unit. Provided that the Rights Issue is fully subscribed, Chordate Medical will receive initial proceeds of approximately SEK 41.8 million before issue costs. The Rights Issue is subject to approval by the extraordinary general meeting on 26 January 2024. Notice to the extraordinary general meeting will be published through a separate press release. Due to the Rights Issue, the Board of Directors of Chordate Medical has resolved to postpone the publication of the year-end report for 2023, from 29 February 2024 to 22 March 2024.
"During the fall, Chordate has successfully taken steps forward in the Company's commercial progress, continued to present the Company's impressive study and its results. Chordate has also initiated the pilot study PM009 and the post market surveillance study PM010 with renowned specialist clinics. Our treatment for migraine, Ozilia, is attracting great interest where we are receiving clear signals of purchase interest from relevant customers. Awareness of the treatment is also beginning to establish itself at very satisfactory levels. The need for Ozilia as a drug-free treatment alternative for migraine is evident. Chordate has now entered the final phase of building value in the company for a potential exit. The Board of Directors, our employees and I truly appreciate the support of our investors and look forward to taking the next exciting step in the company's development.", says Anders Weilandt, CEO of Chordate Medical.
Background and reasons
Chordate Medical Holding AB (publ) is a Swedish company that, through its wholly owned subsidiary Chordate Medical AB, develops, sells and markets Ozilia® (formerly K.O.S, Kinetic Oscillation Stimulation), a patented and CE-marked nerve stimulation technology for the treatment of chronic migraine and chronic rhinitis.
Ozilia® is a preventive and drug-free treatment of chronic migraine and chronic rhinitis. Several clinical studies have together reported few unexpected side effects. The Company's study, PM007, evaluated the effect of treatment with Ozilia® compared with placebo as a monthly reduction in the number of headache days with moderate to severe intensity. 132 patients at nine clinics in Germany and Finland were included. The primary endpoint showed a significant difference in mean headache days of -2.23 days (p=0.013) among patients receiving active treatment compared to placebo treatment. The completed study results provide support for marketing activities, such as customer meetings and working with early reimbursement solutions from public payers or private health insurance, in the migraine markets where the Company has chosen to operate, and in the ongoing work with the Company's FDA application.
The market for treatments for migraine is larger than the market for treatments for rhinitis, which is why success in the migraine area is a significant step in Chordate Medical's exit strategy (sale of the Company), which consists of three parts:
The Board of Directors makes the assessment that the existing working capital is not sufficient to conduct operations in the coming twelve-month period. To finance the Company and accelerate the work towards an exit (sale of the Company), primarily through continued investments in the migraine market with the latest study results as a starting point, the Board of Directors has decided to carry out the Rights Issue.
Provided that the Rights Issue is fully subscribed, the Company will initially receive approximately SEK 41.8 million before issue costs, which are expected to amount to approximately SEK 5.7 million. The net proceeds from the Rights Issue thus amount to approximately SEK 36.2 million. The Rights Issue is mainly intended to finance (i) market registration and product versions, (ii) supporting clinical studies, (iii) market strategy activities and (iv) other working capital.
In November 2024, the Company may receive additional proceeds if the warrants of series TO 8 issued in the Rights Issue are exercised for subscription of shares. Upon full subscription and full exercise of all warrants of series TO 8 within the framework of the issued units, the Company may receive an additional capital contribution of approximately SEK 34.9 million, based on a maximum subscription price of SEK 0.15. The proceeds from the exercise of warrants of series TO 8 are primarily intended to finance (i) market registration and product versions, (ii) supporting clinical studies, (iii) market strategy activities and (iv) other working capital.
Terms and conditions of the Rights Issue
The Board of Directors has today, subject to approval by the extraordinary general meeting on 26 January 2024, resolved to carry out the Rights Issue by issuing a maximum of 232,416,507 units. The right to subscribe for units with preferential rights shall vest in those who are registered as shareholders in the Company on the record date, 31 January 2024, whereby one (1) existing share entitles to one (1) unit right and one (1) unit right entitle to subscription of one (1) unit consisting of two (2) shares and one (1) warrant of series TO 8. In total, the Rights Issue comprises a maximum of 464,833,014 shares and a maximum of 232,416,507 warrants of series TO 8. The subscription price is SEK 0.18 per unit corresponding to a subscription price of SEK 0.09 per share, which means that Chordate Medical, provided that the Rights Issue is fully subscribed, initially will receive approximately SEK 41.8 million before issue costs and excluding the additional proceeds that may be received upon exercise of the warrants that are issued in the Rights Issue. The warrants are issued free of charge. Subscription of units with or without preferential rights shall take place during the period 2 February 2024 – 16 February 2024. Unit rights that are not utilized during the subscription period will become invalid and lose their value. Trading in unit rights is expected to take place on Nasdaq First North Growth Market during the period 2 February 2024 – 13 February 2024.
One (1) warrant of series TO 8 entitles the rights to subscribe for one (1) new share in the Company to a subscription price corresponding to seventy (70) per cent of the volume weighted average price of the Company’s share during the period from and including 16 October 2024 up to and including 29 October 2024, however not lower than the shares’ quota value and not more than SEK 0.15. Subscription of shares by exercise of warrants will take place during the period from and including 4 November 2024 up to and including 18 November 2024.
If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units; secondly, to those who have subscribed for units in the Rights Issue without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and thirdly, to those who have provided underwriting commitments with regard to subscription of units, in proportion to such underwriting commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Change of share capital and number of shares as well as dilution
The Board of Directors will, inter alia, propose to the extraordinary general meeting on 26 January 2024 that the share capital shall be reduced with SEK 37,186,641.12, from SEK 58,104,126.75 to SEK 20,917,485.63. This reduction will mean that the quota value per share is reduced from SEK 0.25 to SEK 0.09.
Upon full subscription in the Rights Issue, the number of shares in the Company will increase by a maximum of 464,833,014 shares from 232,416,507 to 697,249,521 and the share capital will increase by a maximum of SEK 41,834,971.26 from SEK 20,917,485.63 to SEK 62,752,456.89 (calculated on the new quota value following the contemplated share capital decreases proposed by the Board of Directors to the extraordinary general meeting on 26 January 2024). For existing shareholders not participating in the Rights Issue this will entail, upon full subscription, a dilution effect of approximately 66.7 per cent of the votes and capital of the Company.
In the event all warrants series of TO 8 are fully exercised to subscribe for new shares in the Company, the number of shares will increase by an additional 232,416,507 shares to a total of 929,666,028 shares. This corresponds to a dilution from the warrants of an additional maximum of 25.0 per cent.
The total dilution in the event the Rights Issue is exercised in full and all warrants of series TO 8 are fully subscribed and all warrants of series TO 8 are exercised for the subscription of new shares, thus amounts to 75.0 per cent.
Subscription undertakings and guarantee commitments
Chordate Medical has received subscription undertakings from certain existing shareholders as well as members of the Board of Directors and executive management, amounting to a total of approximately SEK 10.7 million, corresponding to approximately 25.7 per cent of the Rights Issue. No remuneration is paid for submitted subscription undertakings. The Company has also entered into agreements with a number of external investors regarding guarantee commitments of a total of approximately SEK 12.3 million, corresponding to approximately 29.3 per cent of the Rights Issue. Cash compensation is paid according to the guarantee agreements of fifteen (15) per cent of the guaranteed amount, corresponding to approximately SEK 1.8 million in total, or twenty (20) per cent of the guaranteed amount in the form of newly issued units in the Company, on the same terms and conditions as in the Rights Issue, however the subscription price per unit shall correspond to the volume weighted average price for the Company’s share on Nasdaq First North Growth Market during the subscription period in the Rights Issue (i.e. 2 February 2024 – 16 February 2024) multiplied by two (2), but never lower than the subscription price in the Rights Issue or the quota value of the shares multiplied by two (2).
In aggregate, the Rights Issue is covered by subscription undertakings and guarantee commitments of approximately SEK 23.0 million, corresponding to approximately 55.0 per cent of the Rights Issue.
In order to enable issue of units as guarantee remuneration to the guarantors who choose to receive guarantee remuneration in the form of newly issued units, the Board of Directors has proposed that the extraordinary general meeting on 26 January 2024, which, among other things, is proposed to resolve on the approval of the Rights Issue, reductions of the share capital and amendment of the articles of association, also resolves to authorize the Board of Directors to resolve on the issue of such units to the guarantors.
Lock-up undertakings
In connection with the Rights Issue, all board members and senior executives with shareholdings in Chordate Medical have undertaken towards Vator Securities AB, with customary exceptions, not to sell or carry out other transactions with the same effect as a sale without, in each individual case, first having obtained a written approval from Vator Securities AB. The decision to give such written consent is decided by Vator Securities AB and an assessment is made in each individual case. Granted consent can depend on both individual and business reasons. The lock-up undertakings only apply to the shares that are held before the Rights Issue and the lock-up period lasts 180 days after the announcement of the Rights Issue.
Preliminary timetable for the Rights Issue
| 26 January 2024 | Extraordinary general meeting |
| 29 January 2024 | Estimated day for publication of prospectus |
| 29 January 2024 | Last day of trading including the right to receive unit rights |
| 30 January 2024 | First day of trading excluding the right to receive unit rights |
| 31 January 2024 | Record date for participation in the Rights Issue |
| 2 February – 13 February 2024 | Trading in unit rights on Nasdaq First North Growth Market |
| 2 Feburary – 16 February 2024 | Subscription period |
| 2 February 2024 – Until the Rights Issue is registered by the Swedish Companies Registration Office | Trading in paid subscribed units (Sw. “BTU”) |
| Around 20 February 2024 | Publication of outcome in the Rights Issue |
Extraordinary general meeting
The Board of Directors’ resolution on the Rights Issue is subject to approval by the extraordinary general meeting on 26 January 2024. The resolution on the Rights Issue is subject to and conditional upon that the extraordinary general meeting also resolves to reduce the share capital and to amend the articles of association in accordance with the Board of Directors’ proposal to the extraordinary general meeting. Notice to the extraordinary general meeting will be published through a separate press release.
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 expects to publish around 29 January 2024 (the "Prospectus").
Advisers
Vator Securities acts as financial adviser and Wistrand Advokatbyrå acts as legal adviser to the Company in connection with the Rights Issue. Vator Securities also acts as issuer agent in connection with the Rights Issue.
Year-end report for 2023
Due to the Rights Issue, the Board of Directors of Chordate Medical has resolved to postpone the publication of the year-end report for 2023, from 29 February 2024 to 22 March 2024.
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Chordate Medical. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Chordate Medical will only be made through the Prospectus that Chordate Medical estimates to publish on or around 29 January 2024 on Chordate Medical’s website, www.chordate.com. The upcoming approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the Company’s shares, warrants or any other securities. This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not need approved by any regulatory authority in any jurisdiction. 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, warrants or other securities in Chordate Medical. 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.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Chordate Medical have 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 legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
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Chordate Medical Holding AB (publ) (“Chordate”) announces today that the first seven patients have been included in the company’s post-Market Study PM010. The seven patients have been enrolled by the study at neurology clinics in Hull, Glasgow, Frankfurt, Essen, and Jerusalem.
“All participating clinics are led by reputable specialists, and it is satisfying that the first patients are now enrolled. The PM010 study is part of the regulatory requirement for the CE marking of migraine treatment but also holds significant importance in providing information to treating physicians about how often the treatment needs to be administered to different types of patients”, says Anders Weilandt, CEO of Chordate.
About PM010
The PM010 study is an ongoing, open post-marketing clinical follow-up investigation to follow long-term performance and safety of Chordate Medical’s preventive migraine treatment Ozilia® in subjects with chronic migraine during regular clinical treatment. The study will recruit 200 subjects and will be conducted at approximately 15 clinics in four European countries, the follow-up is 12 months. Data from this open study will be reported in intervals and used to fine-tune recommendations for the clinical treatment regime.
Chordate Medical's CEO Anders Weilandt and CSO Jan Hermansson are currently in Barcelona at the European Headache Congress to present Ozilia to the gathered migraine and headache industry. The congress is attended by 2,200 delegates from both Europe and other markets, and the interest in Ozilia is continuing to grow.
"During the first days, we have generated an impressive number of leads from stakeholders who clearly indicate buying interest. Awareness of Ozilia is beginning to establish itself at very satisfactory levels. We cannot currently serve all interested stakeholders since some markets outside the EU and GCC require product registration – but the need for Ozilia as a drug-free treatment alternative for migraine is evident," says Anders Weilandt.
Chordate is in Barcelona together with the company's Italian distributor Vedise Hospital S.p.A, who will bring home a number of leads. EHC is one of the foremost meeting places for the headache and migraine sector, with representatives from both research and industry from around the world.
"In addition to significant interest from the healthcare sector, we also notice that the exploratory interest from the pharmaceutical industry has increased significantly compared to previous congresses where we have participated. It is evident that they both want to learn more and understand what we are doing."
Chordate Medical Holding AB (publ) ("Chordate") announced today that the first patient has been included in the company's open pilot study PM009. The study aims to evaluate the effectiveness of Ozilia in the preventive treatment of patients with chronic migraine who do not respond to treatment with CGRP inhibitors and other migraine medications.
“PM009 is an important study with significant potential upside for the company. Every level of positive results from the study could represent a great opportunity for the company, as the patient group in question has very few treatment options left”, says Anders Weilandt, Chordate CEO.
PM009 is being conducted at King's College in London with three to four referring clinics and Dr. Jan Hoffmann as the responsible principal investigator. The goal is to include 25–30 patients in the study.
“PM009 is a pilot study where we can learn more about how Ozilia can help people with chronic migraine who have no other options left. The patients participating in the study have already tried at least three other preventive medications before being treated with CGRP inhibitors, and when they also do not respond to CGRP, there are not many more possibilities. Hopefully, Ozilia can have a positive effect for some of them”, says Jan Hermansson, Chordate CSO.
Chordate Medical's CEO, Anders Weilandt, recently returned from Saudi Arabia and the United Arab Emirates, where he met with both existing and potential clients, and signed an agreement with a new marketing agent for the UAE.
"It has been a rewarding week where, together with our General Manager for GCC, Alain Durante, and Janin Medical, we met several healthcare organizations interested in Ozilia. We also visited IMC International Medical Center Jeddah, which has been treating rhinitis with Ozilia for a long time, and Nadicare Clinics with now six sites around Jeddah, which recently started using Ozilia on the first clinic," says Anders Weilandt.
The Gulf region has long been one of Chordate's priority markets to demonstrate proof of concept, and Ozilia has been used by several private hospitals for the treatment of rhinitis for an extended period.
"It is clear that the demand for treatments like Ozilia is significant in the region, and after the gradual establishment of the rhinitis treatment in the market, the next step is to launch Ozilia for chronic migraine and simultaneously bring in more clients on the rhinitis side," says Anders Weilandt.
Chordate Medical ("Chordate," "the company") has contracted MEDSWAN MEDICAL SUPPLIES L.L.C, Dubai, as a market expert in the United Arab Emirates (UAE) for the introduction of the company's product Ozilia to the UAE market. As previously announced, the company intends to explore opportunities in the broader Gulf region based on the successes and experiences gained in Saudi Arabia, making the move into the UAE market a logical next step.
Medswan is owned and led by Hanna Hardwick, a Swedish Arabic-speaking businesswoman with 20 years of experience in leading sales and marketing positions within the medtech and pharma sectors in the MEA region. She has worked for global companies such as Sirtex, Terumo, Fresenius, Hilrom, and Siemens.
"Based on several important customer contacts for the UAE that we have collected at recent international congresses, we are expanding our focus primarily on chronic migraine in the Gulf region. Medswan will now register the products, a process estimated to take ten weeks, and concurrently launch and create market access for Ozilia. Hanna Hardwick has extensive experience in relevant specialist segments within medtech, a strong familiarity with market introductions, and a broad network," says Anders Weilandt, CEO of Chordate.
"The healthcare market in the UAE is almost entirely private and relatively straightforward to access. In recent days, we have visited four leading neurologists at as many hospitals here in Dubai – there is no doubt that Ozilia is a drug-free alternative that doctors here see a significant need to have access to."
Chordate Medical has secured an agreement for the immediate installation of equipment and consumables for the Ozilia treatment for chronic migraines. The agreement was reached through the company's marketing consultants in Germany. The customer is a private specialist clinic in Hamburg.
“It is very satisfying to achieve a breakthrough in Germany as it is one of the markets we are focusing on. This will undoubtedly make it easier to continue converting prospects into orders in Germany. The agreement came about thanks to the skilled work of our German market experts,” says Anders Weilandt, CEO of Chordate.
Chronic migraines in Germany
Migraine is one of the most common diseases globally, with approximately 12.5 million people in Germany suffering from migraines in some form. That's about one in seven Germans. Globally, it affects around 1.2 billion people. Between 1.5 and 1.8 million Germans have chronic migraines. Migraine and headache care in the country are among the most advanced in Europe, and the market for migraine medications is one of the largest in the world. These conditions where part of the reason why Chordate conducted its recently concluded clinical study in Germany.
The clinical post-market study, PM010, for Chordate's migraine treatment Ozilia® (formerly K.O.S) has started. The study is designed for 200 patients across up to 15 clinics in the United Kingdom, Germany, Italy, and Israel. It is an open observational study with a 12-month follow-up.
Post-Market Surveillance, a part of the regulatory requirements for the CE marking of the migraine product, is crucial for providing information to treating physicians on how often the treatment needs to be administered to different types of patients.
The first clinic to start is Hull University Teaching Hospitals NHS Trust in Hull, UK, where Professor Fayyaz Ahmed is the investigator in the study, which has begun recruiting approximately 10 patients. Ethical approvals and agreements with other clinics and countries are in place.
"It is satisfying that we are now underway with PM010 after hard work in selecting the right clinics and managing ethics and study agreements in each region where the study will be conducted. It has been important to involve clinics with a relatively large patient flow, focusing on normal clinical operations rather than study-related activities," says Jan Hermansson, Medical Director at Chordate.
Chordate Medical's Ozilia® (formerly K.O.S) migraine treatment is a new and alternative method for chronic migraine. Ozilia® has been CE-marked since May 2021 for the preventive treatment of chronic migraine in adults over 18 years old and is marketed in selected European markets and Israel.
Read more about the completed, ongoing, and planned studies on the Ozilia® treatment
Chordate Medical Holding AB (publ) är ett medicintekniskt bolag som har utvecklat, patenterat och CE-märkt Ozilia® Migraine (tidigare K.O.S), en neuromodulerande och läkemedelsfri behandlingsteknik mot kronisk migrän och kronisk rinit. Behandlingen har bevisad effekt enligt en nyligen genomförd kliniskt studie och marknadsförs på utvalda marknader i EU och Mellanöstern. Chordate Medical är noterat på Nasdaq First North Growth Market Stockholm (kortnamn: CMH).
Bolagets Certified Adviser på Nasdaq First North Growth Market Stockholm är Vator Securities AB.
