English-arkiv - Sida 3 av 16

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

The shareholders in Chordate Medical Holding AB (publ), 556962-6319, are hereby given notice of the annual general meeting to be held on Wednesday 15 May 2024, at 15:00 at the company’s premises, Regus, Kistagången 20 B in Kista, Sweden.

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 6 May 2024, and
give notice of their intention to participate at the general meeting no later than Wednesday 8 May 2024 by post to Chordate Medical Holding AB (publ), c/o Regus, Kistagången 20 B, 164 40 Kista (please mark the envelope ”AGM 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 6 May 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 on 8 May 2024, 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 is available on the company's website www.chordate.com. If the shareholder is a legal person, a certificate of registration 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. Presentation of the annual report and the auditor’s report as well as the consolidated financial statement and the auditor’s report for the group as well as presentation by the chairman of the board of directors and by the CEO
8. Resolution on
a. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
b. the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet
c. discharge from liability of the directors and the CEO
9. Determination of the number of directors, deputy directors, auditors and deputy auditors
10. Determination of the fees to the board of directors and the auditor
11. Election of the board of directors and auditors
12. Resolution on guidelines for appointing the nomination committee
13. Proposal on resolution on
a. amendment to the articles of association with respect to the share capital
b. reduction of the share capital
c. directed issue of shares (equalization issue)
d. amendment to the articles of association with respect to the number of shares
e. consolidation of shares
14. Proposal on an authorization for the board of directors to resolve on issuances
15. Proposal on resolution to amend the articles of association
16. Closing of the meeting

Proposed resolutions

Item 2 – Election of chairman at the general meeting

The nomination committee proposes that attorney Niklas Larsson, CMS Wistrand, or the person proposed by the board of directors if he has an impediment to attend, is elected chairman of the annual general meeting and that attorney Sebastian Petersen, CMS Wistrand, or the person proposed by the board of directors if he has an impediment to attend, is elected keeper of the minutes of the annual general meeting.

Item 8 b – Resolution on the dispositions in respect of the company’s profit and loss pursuant to the adopted balance sheet

The board of directors proposes that no dividend shall be distributed for the financial year 2023 and that the company’s result shall be carried forward in the new accounts.

Item 9 – Determination of the number of directors, deputy directors, auditors and deputy auditors

The nomination committee proposes that the board of directors, for the period up to the end of the next annual general meeting, shall be composed of five directors with no deputy directors and that one registered accounting firm is elected as auditor.

Item 10 – Determination of the fees to the board of directors and the auditor

The nomination committee proposes that fees to the board of directors, for the period up to until the end of the next annual general meeting, shall amount to a total of SEK 580,000 with the following distribution: SEK 180,000 to the chairman of the board of directors and SEK 100,000 to each of the other members of the board of directors who are not employed by the company.

The nomination committee proposes that the fee to the auditor, for the period up to the end of the next annual general meeting, shall be paid as incurred on approved accounts.

Item 11 – Election of the board of directors and auditors

The nomination committee proposes re-election of the members of the board of directors Henrik Rammer, Tommy Hedberg, Caroline Lundgren Brandberg, Gunilla Lundmark and Otto Skolling for the period up to until the end of the next annual general meeting.

Furthermore, the nomination committee proposes the election of Otto Skolling as a new chairman of the board of directors for the period up to the end of the next annual general meeting.

Furthermore, the nomination committee proposes re-election of Öhrlings PricewaterhouseCoopers AB as auditor for the period up to the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced that the authorized public accountant, Henrik Boman, will be the responsible auditor.

Item 12 – Guidelines for appointing the nomination committee

It is proposed that the annual general meeting resolves that the nomination committee should continue to consist of the four largest shareholders at the time of the notice, namely HAWOC Investment AB, Sifonen, Isak Brandberg AB with closely related persons, and Tommy Hedberg with closely related persons. In the event that a member of the nomination committee resigns, is prevented from performing his/her duties, or if the owner who appointed the member offers their place, the remaining members of the nomination committee shall, if they so decide, among the company's shareholders, appoint a suitable replacement to the nomination committee for the remaining term. In the event that someone acquires shares in the company to such an extent that they become one of the four largest owners of the company, the nomination committee may decide to invite a representative for this shareholder as an additional member of the nomination committee.

The term of the nomination committee shall run until a new nomination committee has been appointed. The company is responsible for costs associated with the performance of the nomination committee's duties. Members of the nomination committee do not receive any remuneration from the company.

The nomination committee's duties shall include evaluating the composition and work of the board of directors and submitting proposals to the annual meeting regarding:

Chairman of the annual general meeting
The number and nominations of members of the board of directors to be elected by general meeting
The chairman of the board of directors
Remuneration to board members not employed by the company
If applicable, nomination of auditor and auditor’s fees
If applicable, guidelines for the appointment of members of the nomination committee and the duties of the nomination committee.

Item 13 – Proposal regarding resolution on a) amendment to the articles of association with respect to the share capital, b) reduction of the share capital c) directed issue of shares (equalization issue), d) amendment to the articles of association with respect to the number of shares, and e) consolidation of shares.

The board of directors proposes that the general meeting resolves on a) amendment to the articles of association with respect to the share capital, b) reduction of the share capital c) directed issue of shares (equalization issue), d) amendment to the articles of association with respect to the number of shares, and e) consolidation of shares. The proposals should be considered as a single proposal and therefore be adopted by the shareholders' meeting as one and the same resolution.

Item 13 a) – Amendment to the articles of association with respect to the share capital (step 1)

In order to enable the reduction of the share capital as set out in item b) below, the board of directors proposes that the general meeting resolves on an amendment to the articles of association with respect to the limits of share capital (4 §) from ”The share capital shall not be less than SEK 55,000,000 and not more than SEK 220,000,000” to ”The share capital shall not be less than SEK 9,000,000 and not more than SEK 36,000,000”.

Item 13 b) – Reduction of the share capital

The board of directors proposes that the general meeting resolves on an reduction of the share capital on the following terms and conditions.

The capital shall be reduced by SEK 48,808,786.50. The reduction of the share capital shall be carried out without withdrawal of shares, and the amount from the reduction shall be allocated to unrestricted equity. The reduction is implemented for the purpose of reducing the quota value of the shares from SEK 0.12 per share to SEK 0.02 per share. Following the reduction, the company's share capital will amount to SEK 9,761,757.30, divided into a total of 488,087,865 shares (before the proposed issue of shares according to item c) below and the proposed consolidation of shares according to item e) below).

The reduction of the share capital requires an amendment to the articles of association.

Item 13 c) – Directed issue of shares (equalization issue)

In order to achieve a number of shares in the company that is evenly divisible by fivehundred (500), which enables the consolidation of shares in accordance with item e) below and to contribute shares to the shareholders whose number of shares is not evenly divisible by five-hundred (500), the board of directors proposes that the general meeting resolves on an issue of shares with deviation from the shareholders’ preferential rights. The resolution shall otherwise be governed by the following terms and conditions.

Through the share issue, the company’s share capital shall increased by not more than SEK 40,472.70 through a new issue of not more than 2,023,635 new shares, each with a quota value of SEK 0.02 (after the completion of the reduction as set out in b) above).

The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, vest with Vator Securities AB. The reasons for the deviation from the shareholders preferential rights is to ensure that the total number of shares in the company is evenly divisible by five-hundred (500) and so that the relevant shares are allotted to shareholders whose shareholding are not evenly divisible by five-hundred (500).

A subscription price of SEK 0.02 shall be paid for each new share. The subscription price corresponds to the shares’ quota value (after the completion of the reduction as set out in b) above).

Subscription for shares shall be made on a subscription list provided by the company not later than three (3) days following the general meeting’s resolution. Payment shall be made to an account designated by the company not later than five (5) days following the general meeting’s resolution. The board of directors shall have the right to extend the subscription period and the time for payment.

The new shares shall entitle to dividends for the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered into the share register kept by Euroclear Sweden AB.

Item 13 d) – Amendment to the articles of association with respect to the number of shares (step 2)

In order to enable the consolidation of shares as set out in item e) below, the board of directors proposes that the general meeting resolves on an amendment to the articles of association whereby the limits regarding the number of shares (4 §) are changed from ”The number of shares in the company shall not be less than 450,000,000 and not more than 1,800,000,000" to "The number of shares in the company shall not be less than 900,000 and not more than 3,600,000".

Item 13 e) – Consolidation of shares

In order to achieve a suitable number of shares in the company, the board of directors proposes that the general meeting resolves upon a consolidation of the company’s shares in relation 1:500 (after the completion of the equalization issue as set out in c) above), whereby the number of shares in the company is reduced by combining five-hundred (500) shares into one (1) share. The board of directors shall be authorized to determine the record date for the consolidation (to occur after the resolution has been registered with the Swedish Companies Registration Office) and to take all other measures required for implementing the consolidation.

If a shareholder’s shareholding does not correspond to a full number of new shares, i.e., is not evenly divisible by five-hundred (500), such shareholder will receive as many shares as necessary free of charge (1-499) that their shareholding, after adding the shares provided, becomes evenly divisible by five-hundred (500), so-called rounding up.

Further information on the procedure for the consolidation will be announced in connection with the board of directors resolving on the record date.

General aspects regarding the proposal

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 resolutions with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.

A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

The resolution under item c) above is conditional upon that the resolutions under items a) – b) above are registered with the Swedish Companies Registration Office, and the resolutions under items d) – e) above are conditional upon that the resolution under item c) above is registered with the Swedish Companies Registration Office.

Item 14 – Proposal regarding authorization for the board of directors to resolve on issuances

The board of directors proposes that the general meeting authorizes the board of directors, on one or more occasions, until the next annual general meeting, 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 one-third (1/3) of the shares outstanding in the company at any given time.

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 valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.

Item 15 – Proposal on resolution to amend the articles of association

In order to enable the board of directors to adopt a resolution that a general meeting shall be held digitally, the board of directors proposes that the general meeting resolves that the current § 8 become § 9, that the current § 9 become § 10 and that the current § 10 become § 11 and that a new § 8 “General Meeting” is introduced as follows: “The board of directors may adopt a resolution that a general meeting shall be held digitally”.

A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the 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 and the auditor’s report will be available at the company’s website, www.chordate.com, no later than two weeks prior to the 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 488,087,865.

For the processing of personal data, please refer to the privacy policy available at the following link: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

_____________________
Chordate Medical Holding AB (publ)
the board of directors

About Chordate
Chordate Medical Holding AB (publ) is a medical technology company that has developed, patented and CE-marked Ozilia® Migraine (formerly K.O.S), a neuromodulation and drug-free treatment technology for chronic migraine and chronic rhinitis. The treatment has clinically proven efficacy according to a recent study, and is marketed in selected markets in the EU and the Middle East. Chordate Medical is listed on Nasdaq First North Growth Market Stockholm (ticker: CMH). Read more at www.chordate.com

The company's Certified Adviser on Nasdaq First North Growth Market Stockholm is Vator Securities 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.

Notice To The Annual General Meeting In Chordate Medical Holding AB (publ)

Chordate Medical Holding AB publishes annual report for 2023

Chordate Medical Holding AB (Publ) has today published its annual report for 2023. The annual report is available on Chordate's website www.chordate.com and is attached to this press release.

Chordate Medical Holding AB (publ) Annual Report 2023

Chordate Medical’s CEO Anders Weilandt interviewed about year-end report by Finwire

Yesterday, March 25th, Chordate's CEO Anders Weilandt presented the company's financial report for 2023 on Finwire TV. He also answered questions from viewers, discussing, among other things, the company's efforts to raise awareness about the migraine treatment Ozilia among established investors in the life science sector:

"We have made 4-5 quite substantial efforts during the autumn at international migraine congresses. It has generated a substantial number of leads with prominent interest from various countries. When it comes to our target markets, we work on that directly from Stockholm first, and make sure to establish contact. Then we work together with our market access consultants in each country and/or distributors to continue the process. This has been ongoing throughout the autumn and is still ongoing now, and more results from this will be coming very soon."

Anders also specifically discussed the interest in Ozilia at Swiss Nordic Bio, and the plan going forward:

"We received very good feedback and had many interesting meetings. We will continue to devote a lot of time to this type of partner and investor meetings in an organized manner. We had a presence at another congress in Amsterdam a few weeks earlier, and there are a few more coming up during the spring. Marketing ourselves in that environment is part of the work to fulfill the strategic plan."

Watch the full interview

Chordate Medical's CEO Anders Weilandt interviewed about year-end report by Finwire

Year-End Report Chordate Medical Holding AB (publ) January – December 2023

Summary of the period October–December 2023

Net turnover was SEK 481,597 (20,347)
Cash flow from operating activities amounted to SEK -7,501,648 (-6,126,772)
Profit/loss after financial items was SEK -9,842,912 (-8,078,967)
Profit/loss after tax was SEK –9,842,912 (-8,078,967)
Earnings per share were SEK -0.04 (-0.05)

Summary of the period January–December 2023

Net turnover was SEK 976,281 (108,517)
Cash flow from operating activities amounted to SEK -27,263,296 (-24,979,043)
Profit/loss after financial items was SEK –29,186,675 (-27,942,965)
Profit/loss after tax was SEK –29,186,675 (-27,942,965)
Earnings per share were SEK -0.13 (-0.18)
The Board proposes that no dividend be paid for the 2023 financial year

COMMENTS FROM CEO ANDERS WEILANDT

Breakthrough in several markets and strengthened cash via new issue

During 2023, we reached many important milestones. The decisive results of the migraine study were presented at several international congresses and could be used as strong support for our marketing after the mid-year mark. Furthermore, during the year we achieved breakthroughs in our key markets Germany and Saudi Arabia. After the end of the period, a rights issue was carried out that brought the Company approximately SEK 23.0 million before issue costs, which we are now using to further increase sales work and come closer to our strategic goal.

Several market breakthroughs
Strong interest in Ozilia and study results at several scientific congresses
First patients included in two new studies
Launch of Ozilia in the United Arab Emirates
Cash was strengthened in February 2024 by approximately SEK 23 million before costs

Several market breakthroughs

At the beginning of May, our new distributor in Saudi Arabia, Janin Medical, received its first key order for equipment and supplies for the treatment method Ozilia® for chronic rhinitis. The customer was the private healthcare company Nahdi Care Clinics, which has four hospitals located in the country’s second-largest city, Jeddah. Janin Medical is also driving the process of securing market authorization for the migraine indication.

A first agreement with a clinic in Germany at the end of November was followed by another at the beginning of 2024. It is very satisfying to be able to tick off a breakthrough in one of the markets we are focusing on. This is another important step toward the goal of building up a volume of returning patients at a number of clinics as regular customers.

Strong interest in Ozilia at several congresses

During the fourth quarter, we continued to exhibit and present Ozilia at several international fairs and congresses such as European Headache Congress in Barcelona and Deutsche Schmerzkongress in Mannheim. The many leads we have brought home from these marketing efforts clearly show that awareness of Ozilia is starting to establish itself at very satisfactory levels.

The primary results from the PM007 migraine study were presented for the first time at the American Headache Society's congress in Austin, Texas, in June and then also at International Headache Congress in Seoul in September. The scientific article with the results that will be published in the near future will be an extremely important tool for us in our continued sales efforts.

First patients included in two studies

The Company's two active studies PM010 and PM009 included the first patients at the end of the year. PM010 is an after-market study, which is part of the regulatory requirement for the migraine product's CE marking, but it is also very important as a basis for treating doctors about how often the treatment needs to be given to different types of patients.

The pilot study PM009 aims to evaluate the effect 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 exploratory study with a possible potential upside for the Company.

Launch in the United Arab Emirates

At the end of November, the Company 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 on the UAE market.

Strengthened cash after rights issue

The rights issue that was carried out in January 2024 was subscribed to approximately 55 percent and brought the Company approximately SEK 23 million before issue costs, and if all issued warrants in series TO 8 are fully exercised, Chordate Medical may receive additional issue proceeds in the fall of 2024. With the improved cash flow, we can now finance the continued market and sales work. The support for the Company's path toward an exit is a clear indication of the strength of Chordate's offer, and I would like to thank all our shareholders for the support and confidence shown in the issue.

Focus in 2024

Continue to increase the number of clinic installations in focus markets
Market authorization in Saudi Arabia, United Arab Emirates, USA and China
Additional markets may be added to the list
Continue to inform the major players in the neurology market about the Company's successes

Kista, March 2024
Anders Weilandt, CEO

Year End Report Chordate Medical Holding AB January December 2023

Chordate Medical presents Year-end report for 2023 on Finwire TV

Chordate Medical Holding (publ) is releasing its year-end report for 2023 on Friday, March 22nd, at 08:30. On Monday, March 25th, at 11:00, the company invites you to a webcast presentation of the report with CEO Anders Weilandt on Finwire TV.

The presentation can be viewed through the following link: https://www.finwire.tv/webcast/chordate-medical/bokslutskommunike2023/.

Following the presentation, there will be a Q&A session where viewers can submit questions.

A recording of the presentation will be made available afterwards on the company’s website www.chordate.com and on Finwire TV’s YouTube channel.

Chordate Medical presents Year-end report for 2023 on Finwire TV

New case report with Ozilia published: ”Effective for both pain relief and reduced frequency of migraine attacks”

A new Italian scientific case report, from a team at Campus Bio-Medico in Rome, detailing the Chordate treatment method Ozilia, reports on a 60-year-old male patient whose days with migraines decreased significantly, from 18 to 7 days per month, with a simultaneous significant reduction in pain level. The case report was recently published in the prestigious scientific journal Cephalalgia Reports.

"This is another example of a patient who does not respond to, or no longer receives benefit from, common medications for chronic migraines, but where Ozilia treatment appears to have worked well," says Anders Weilandt, CEO of Chordate. Weilandt adds that it should be noted that this does not refer to the expected publication of Chordate's significant migraine study PM007.

The report indicates that pain relief and reduction of migraine days from the initial treatment period had a sustained effect. After about three months, the patient underwent another treatment period with Ozilia, resulting in a quicker and more significant response:

"The preliminary results confirm that KOS treatment is effective both in relieving acute pain and reducing attack frequency. Although the precise mechanism by which KOS modulates the trigeminal-autonomic reflex is still speculative, it could be a viable alternative to the treatment of resistant and refractory chronic migraine, when other approved treatments have been shown to be ineffective or poorly tolerated," the authors write in the conclusion of the report.

The report, Extended regular use of kinetic oscillation stimulation (KOS) in refractory chronic migraine: case report of a first, single-subject experience, was authored by a group of doctors and researchers under the leadership of Professor Fabrizio Vernieri, Director of Headache and Neurosonology at Bio-Medico Campus University Hospital in Rome.

Read the full report

New case report with Ozilia published: "Effective for both pain relief and reduced frequency of migraine attacks"

Chordate Medical’s CEO to attend investor conference in Switzerland

Chordate Medical's CEO, Anders Weilandt, will present Ozilia at Swiss Nordic Bio in Zurich on March 7th. Swiss Nordic Bio is a high-level partnering and investor conference aimed at connecting Nordic and Swiss startups in the Life Science sector with investors and industry partners.

"As we continue to penetrate key markets, we will increasingly focus on raising awareness about the company and Ozilia within the industrial and investor circles surrounding Life Science. Swiss Nordic Bio is one of several important forums in this context during the spring where we participate to present Ozilia's potential", said Anders Weilandt, CEO of Chordate.

Swiss Nordic Bio has been held for 17 years and was previously known as the Swiss Scandinavian Bio-Business Seminar. The conference is hosted by Vator Securities and Business Sweden and organized together with stakeholders from the Nordic countries in collaboration with Swiss partners.

"The conference focuses on biotechnology, medtech, and the pharmaceutical industry. In addition to development companies like Chordate, and investors, global companies from these three fields also participate, making this the perfect forum for us to be a part of.”

Chordate Medical publishes outcome in rights issue

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”) today announces the outcome of the rights issue of units that was announced on 22 December 2023 (the “Rights Issue”). In total 110,851,434 units, corresponding to approximately 47.7 percent of the Rights Issue, were subscribed for by exercise of unit rights, and 1,922,417 units, corresponding to approximately 0.8 per-cent of the Rights Issue, were subscribed for without unit rights. The remaining part pf the Rights Issue, 15,061,828 units, corresponding to approximately 6.5 percent of the Rights Issue, was subscribed for by guarantors. The Rights Issue is thus subscribed to a total of approximately 55.0 percent. Through the Rights Issue, Chordate Medical will initially receive approximately SEK 23.0 million before issue costs and in the event of full exercise of all warrants series TO 8 that are issued, Chordate Medical may receive additional proceeds during 2024.

CEO Anders Weilandt comments:
"I would like to thank all our shareholders for the continued trust. In all the meetings we have with customers and with the industry, we see an increasing interest in our drug-free treatment option for chronic migraine and rhinitis. The capital injection enables us to continue our marketing efforts towards our strategic goals at an unchanged pace, where Chordate has now entered the final phase of building value in the Company for a potential exit.", says Anders Weilandt, CEO of Chordate Medical.

Subscription and allotment
In total 110,851,434 units, corresponding to approximately 47.7 percent of the Rights Issue, were subscribed for by exercise of unit rights, and 1,922,417 units, corresponding to approximately 0.8 percent of the Rights Issue, were subscribed for without unit rights. The remaining part pf the Rights Issue, 15,061,828 units, corresponding to approximately 6.5 percent of the Rights Issue, was subscribed for by guarantors. The Rights Issue is thus subscribed to a total of 55.0 percent. Through the Rights Issue, Chordate Medical will initially receive approximately SEK 23.0 million before issue costs and in the event of full exercise of all warrants series TO 8 that are issued, Chordate Medical may receive additional proceeds during 2024.

Each unit consists of two (2) shares and one (1) warrant series TO 8. One (1) warrant series TO 8 entitles the right to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) percent of the volume weighted average price of the Company’s share during the period 16-29 October 2024, however not lower than the shares’ quota value and not more than SEK 0.15. Subscription of shares by exercise of warrants series TO 8 will take place during the period 4-18 November 2024. Upon full exercise of all warrants series TO 8 that are issued as part of units, the Company may receive additional proceeds of a total of approximately SEK 19.2 million, based on a maximum subscription price of SEK 0.15.

Allocation of units subscribed for without unit rights has been made in accordance with the allocation principles described in the EU Growth Prospectus that has been prepared in connection with the Rights Issue and published by the Company on 29 January 2024 (the “Prospectus”). Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated units shall be paid for in accordance with the instructions in the contract note.

Change in share capital and number of shares as well as dilution
Through the Rights Issue, the number of shares in Chordate Medical increases with 255,671,358 shares, from 232,416,507 shares to 488,087,865 shares and the share capital increases, based on a quota value per share of SEK 0.09, by SEK 23,010,422.22, from SEK 20,917,485.63 to SEK 43,927,907.85. In the event of full exercise of all issued warrants series TO 8 for subscription of new shares in the Company, the number of shares will increase with additional 127,835,679 shares to a total of 615,923,544 shares and the share capital will increase by additional SEK 15,340,281.48, based on a quota value per share of SEK 0.12 (after the resolutions that were decided by the extraordinary general meeting held on 26 January 2024 have been registered with the Swedish Companies Registration Office).

In connection with the Rights Issue, the Company has entered into agreements on guarantee commitments. For the guarantee commitments, guarantee compensation is paid, either in cash compensation amounting to 15 percent of the guaranteed amount, or alternatively 20 percent of the guaranteed amount in the form of newly issued units in the Company, on the same terms and conditions as units in the Rights Issue, however the subscription price per unit shall correspond to the volume weighted average share 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). If all guarantors would choose to receive guarantee compensation in units, a maximum of 10,225,000 units in total, containing 20,450,000 shares and 10,225,000 warrants series TO 8, would be issued as guarantee compensation.

Trading in BTU
Trading in BTU (Sw. betald tecknad unit) takes place on Nasdaq First North Growth Market under the short name CMH BTU until the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), which is estimated to take place around week 10, 2024. After approximately one week, BTU will then be converted to shares and warrants. Trading in the shares and warrants will thereafter take place on Nasdaq First North Growth Market as soon as possible after completed registration with the Swedish Companies Registration Office.

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.

The information was submitted for publication, through the agency of the contact person set out below, on February 20th, 2024, at 18:10 CET.

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 published on 29 January 2024 on Chordate Medical’s website, www.chordate.com. The 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.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only 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 forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

This information, the opinions and the forward-looking statements included in this press release are only applicable as of this date and may change without any notice thereof. Chordate Medical does not undertake to publish any updates or amendments of forward-looking statements, future events or similar circumstances other than what is required by appliable legislation.

Chordate Medical publishes outcome in rights issue

The German Migraine Market and the Potential for Chordate Medical

Germany is one of the markets Chordate Medical is focusing on to demonstrate proof of concept by gaining market shares with the Ozilia treatment for chronic migraine. Through two recently signed agreements with specialist clinics, Chordate Medical is on the right track.

Largest Market for Migraine Medications in Europe
12.5 million Germans suffer from migraine, of which 1.5–1.8 million have chronic migraine. The socioeconomic cost is estimated at 6500 EUR per patient per year, and the German migraine medication market is one of the largest in the world, with an estimated value of 2.5 billion USD by 2030 (Data Detective Dispatch 360).

German migraine and headache care are among the best in Europe. Over 90 percent of migraine patients are treated by specialist physicians (Journal of Headache and Pain). Healthcare services are funded through mandatory health insurance funds. Germans have the right to freely choose both insurance funds and where they want to seek care, a fact that benefits Chordate.

German healthcare is characterized by diversity, significant patient choice, and absence of waiting lists. Ten percent of the population has private health insurance. In addition, statutory occupational health care provides treatment for migraine to all employees.

Private Healthcare is Growing
Germany is Europe's largest healthcare market. The gross value of healthcare amounted to 883 billion USD in 2023. Healthcare is divided into three sectors: public, private non-profit, and private for-profit. All sectors operate under the same conditions. The for-profit healthcare sector in Germany has been growing for many years. In 2004, there were 444 private hospitals; by 2022, there were 596 operated by private for-profit companies – 20 percent of all hospitals, an increase of over 30 percent (Statista).

One reason for increased private ownership is reduced funding from states, another is changes in healthcare financing focusing on variable costs. The largest cost in a hospital is labor. Since 1990, the number of hospital employees in Germany has decreased by nine percent, and private healthcare providers can solve their tasks more efficiently.

The largest private players in the German healthcare market in terms of market value in 2023 were Siemens Healthliners (63 billion USD), Fresenius Medical Care (13 billion), and Röhn-Klinikum (0.9 billion) (Statista).

Chordate Medical in Germany
In August 2022, Chordate signed an agreement with MedTech Innovation Germany (MTIGER) to introduce Ozilia, a treatment method for chronic migraine, to opinion leading neurologists in Germany in both private and public healthcare. In November 2023 and January 2024, Chordate Medical signed two agreements with private specialist clinics in Hamburg and Munich to use Ozilia Migraine for migraine treatment.

"Germany is an important market for us, where we have had a breakthrough with the two agreements. This will certainly make it easier for us to continue converting prospects into orders in the country," says Anders Weilandt, CEO of Chordate Medical.

The German Migraine Market and the Potential for Chordate Medical

Last day for subscription in Chordate Medical

Today, on 16 February 2024, is the last day in the subscription period in Chordate Medical Holding AB (publ)'s (“Chordate” or the ”Company”) rights issue of units consisting of shares and warrants with preferential rights for existing shareholders (the ”Rights Issue”), which was resolved by the Board of Directors on 22 December 2023 with subsequent approval from the extraordinary general meeting on 26 January 2024. Unit rights that are not sold or not used for subscription will lapse.

The Rights Issue in brief:

Preferential rights: Existing shareholders in Chordate as of the record date, which was 31 January 2024, were granted one (1) unit right for each existing share. One (1) unit right entitles the holder to subscribe for one (1) unit in the Rights Issue.

Unit: In total, a maximum of 232,416,507 units will be issued. Each unit consists of two (2) shares and one (1) warrant of series TO 8 ("Warrants"), which means that a maximum of 464,833,014 new shares and 232,416,507 Warrants will be issued in the Rights Issue.

Subscription price: The subscription price per unit has been set at SEK 0.18, corresponding to a subscription price of SEK 0.09 per share. The warrants are issued free of charge.

Issue proceeds: 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. 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 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.

Commitments and undertakings: In total, the Rights Issue is covered by subscription commitments and guarantee undertakings amounting to approximately SEK 23.0 million, corresponding to approximately 55.0 per cent of the Rights Issue. The subscription commitments and guarantee undertakings are not secured by bank guarantees, blocked funds, pledges or similar arrangements.

For further information regarding the Rights Issue, please refer to the published Prospectus and the Company’s website, www.chordate.com/foretradesemission-2024.

Timetable

2 February – 16 February 2024	Subscription period
Around 20 February 2024	Publication of outcome in the Rights Issue

Advisors
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.

About this information
The information was submitted for publication, through the agency of the contact persons set out below, at 09:40 CET on 16 February 2024.

The company's Certified Adviser on Nasdaq First North Growth Market Stockholm is Vator Securities AB.

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 published on 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.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only 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 forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

This information, the opinions and the forward-looking statements included in this press release are only applicable as of this date and may change without any notice thereof. Chordate Medical does not undertake to publish any updates or amendments of forward-looking statements, future events or similar circumstances other than what is required by appliable legislation.

Last day for subscription in Chordate Medical

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

Chordate Medical Holding AB publishes annual report for 2023

Chordate Medical’s CEO Anders Weilandt interviewed about year-end report by Finwire

Year-End Report Chordate Medical Holding AB (publ) January – December 2023

Chordate Medical presents Year-end report for 2023 on Finwire TV

New case report with Ozilia published: ”Effective for both pain relief and reduced frequency of migraine attacks”

Chordate Medical’s CEO to attend investor conference in Switzerland

Chordate Medical publishes outcome in rights issue

The German Migraine Market and the Potential for Chordate Medical

Last day for subscription in Chordate Medical

Pressmeddelanden

Chordate redovisar slutsatser från den första datamonitoreringen av den pågående öppna långtidsstudien om kronisk migrän: PM010

Finwire Intervju: vd Anders Weilandt om Chordate Medicals Q2-rapport 2024

Omräkning av villkor för teckningsoptioner serie TO 8

Chordate Medical AB