NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, HONG KONG, SOUTH KOREA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, RUSSIA OR BELARUS OR ANY OTHER STATE OR JURISDICTION IN WHICH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES UNDER APPLICABLE LAW.

The exercise period for warrants of series TO 5 that were issued in conjunction with Qlife Holding AB’s (”Qlife” or the ”Company”) rights issue of units in February 2024 (the ”Rights Issue”) begins today, 21 November 2024. The exercise period runs up to and including 5 December 2024.

Terms for warrants of series TO 5 in brief:

• The subscription price is SEK 45 per share.
• The exercise period runs from and including 21 November up to and including 5 December 2024.
• Each warrant entitles the holder to subscribe for 0.0005 shares. Thus, two thousand (2,000) warrants of series TO 5 entitles the holder to subscribe for one (1) new share in Qlife.
• If the warrants are fully exercised, the Company will receive approximately SEK 23.6 million before issue costs.
• Upon full exercise of all warrants, the number of shares in Qlife will increase with 524,348 to 7,584,929 shares, and the share capital will increase with SEK 83,895.72992 to SEK 1,213,588.68992, corresponding to a dilution effect of approximately 6.9 percent. 
• The outcome is planned to be announced on 6 December 2024.

On 12 December 2023, the Board of Directors resolved, subject to the approval of an extraordinary general meeting, on an issue of units, consisting of shares and warrants of series TO 4 and TO 5. The decision was approved by the extraordinary general meeting on 16 January 2024. Today, 21 November 2024, the exercise period for warrants of series TO 5 begins.

On 26 June 2024 the Annual General Meeting in Qlife resolved to implement a reverse split of shares at a ratio of 1:2000, meaning that 2,000 existing shares were consolidated into 1 share. The record date for the reverse split was 31 July 2024.

As a result of the reverse split, a recalculation was carried out in accordance with the terms and conditions of the Company’s warrants of series TO 5, adjusting both the subscription price and the number of shares each warrant entitles the holder to subscribe for. All other terms and conditions for the warrants of series TO 5 remain unchanged, such as the exercise period and the total number of outstanding warrants remains unaffected by the reverse split and recalculation.

The new subscription price per share has been set at SEK 45, and the new number of shares each warrant entitles the holder to subscribe for is 0.0005. Thus, two thousand (2,000) warrants of series TO 5 are required to subscribe for one (1) new share in Qlife.

Before the recalculation, the subscription price was set at SEK 0.0225, and each warrant entitled the holder to subscribe for one (1) share. All other terms and conditions for the Company’s warrants of series TO 5 remain unchanged. The full terms and conditions for the warrants are available on Qlife’s website at www.qlifeholding.com.

In total, Qlife issued 131,087,078 units in the Rights Issue, each unit consisting of twenty-three (23) shares, eight (8) warrants of series TO 4 and eight (8) warrants of series TO 5. Before the recalculation of the warrants of series TO 5, one (1) warrant of series TO 5 entitled the holder to subscribe for one (1) new share in the Company during the period 21 November – 5 December 2024 at an exercise price of SEK 0.0225 per share.

In the event of full exercise of all warrants of series TO 5, the Company will receive approximately SEK 23.6 million before issue costs. In order for the warrants not to expire and lose their value (if any), they must be actively sold by 3 December 2024 at the latest or be exercised no later than 5 December 2024.

Note that warrants that have not been actively sold by 3 December 2024 at the latest, or been exercised no later than 5 December 2024, will expire and lose their value (if any).

Exercise of warrants series TO 5

Trustee-registered warrants

If the warrant holder holds warrants in a deposit account, in an investment savings account or endowment insurance (trustee-registered holdings), subscription and payment will take place with the trustee, which will provide further instructions on how to exercise the warrants. The warrant holder should contact their trustee well in advance for further instructions regarding exercise of the warrants.

Directly registered warrants (securities account)

Directly registered warrant holders can order an application form via info@eminova.se or by phone on +46 8-684 211 00. Payment is made in accordance with the instructions in the application form. Both the application form and payment must be submitted to Eminova Fondkommission AB by 15.00 CET on 5 December 2024 at the latest.

For more information please contact:

Thomas Warthoe, CEO
tw@egoo.health
+45 21 63 35 34

Qlife is a Swedish company based in Helsingborg, which develops and markets an innovative medical technology platform, Egoo.Health (”Egoo”), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company’s Certified Adviser. For additional information, please visit www.qlifeholding.com (http://www.qlifeholding.com).

Important information

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the ”Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.

This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in shares or other securities of Qlife. Any investment decision should, for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely based on the information contained in the prospectus published by the Company 9 February 2024. Accordingly, an investor is advised to read the entire prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor’s decision regarding the Rights Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs or expectations regarding the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as ”believes”, ”expects”, ”anticipates”, ”intends”, ”estimates”, ”will”, ”may”, ”anticipates”, ”should”, ”could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required to do so by law or the rules of Nasdaq First North Growth Market.