The following resolutions was adopted at the extraordinary general meeting of Chordate Medical Holding AB (publ) held on January 26th, 2024.
Reduction of the share capital for allocation to the unrestricted equity
The general meeting resolved on a reduction of the company's share capital by SEK 37,186,641.12 for allocation to the unrestricted equity. The reduction is carried out without the withdrawal of shares. The share capital will after the reduction amount to SEK 20,917,485.63.
Amendment of the articles of association
The general meeting resolved to amend the company's articles of association by adopting new limits for the share capital and the number of shares. In connection therewith, certain editorial changes to the articles of association were resolved upon.
Approval of the board of directors’ resolution on the new issue of units
The general meeting resolved to approve the board of directors’ resolution on 22 December 2023 to issue not more than 232,416,507 units, observing the shareholders preferential rights. The issue of units is carried out on the following main terms. Each unit consist of two new shares and one warrant. In total, the issue encompasses not more than 464,833,014 shares and not more than 232,416,507 warrants. 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. Upon full exercise of all warrants issued in the unit issue, the share capital will increase by not more than SEK 20,917,485.63.
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. 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. The record date for receiving unit rights and the right to participate in the issue with preferential rights shall be 31 January 2024. Each existing share entitles to one unit right, and one unit right entitles to the subscription of one unit. Subscription of units with the support of unit rights shall be made during the period from and including 2 February 2024 to and including 16 February 2024.
One warrant series TO 8 entitles the holder, during the period from and including 4 November 2024 to and including 18 November 2024, to subscribe for one new share in the company against cash payment amounting to 70 percent of the volume-weighted average price of the company's share on Nasdaq First North Growth Market 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.
Provided that the rights issue is fully subscribed, the company will initially receive approximately SEK 41.8 million before issue costs. Upon full subscription and full exercise of all warrants, 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 company has received subscription undertakings from certain existing shareholders as well as members of the board of directors and the executive management, amounting to a total of approximately SEK 10.7 million. 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. In aggregate, the issue of units is covered by subscription undertakings and guarantee commitments amounting to approximately SEK 23.0 million.
Amendment of the articles of association
The general meeting resolved to amend the company's articles of association by adopting new limits for the share capital and the number of shares.
Bonus issue
The general meeting resolved to increase the company’s share capital by SEK 37,186,641.12, to be made through transfer from the unrestricted equity. The bonus issue is carried out with no new share being issued. The purpose of the bonus issue is to restore the share capital after the reduction of the share capital in accordance with the above.
Reduction of the share capital for allocation to the unrestricted equity
The general meeting resolved on a reduction of the company's share capital for allocation to unrestricted equity by an amount in SEK that corresponds to the increase in the share capital as resolved upon in the new issue of shares 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. The reduction is carried out without withdrawal of shares.
Authorization for the board of directors to resolve on a new issue
The general meeting resolved to authorize the board of directors 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, resolve on the issuance of shares and warrants to those who have entered into guarantee commitments in order to ensure the preferential rights issue decided by the board of directors on 22 December 2023, which has been approved by the general meeting in accordance with the above. 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.
