Today, February 12, 2024, is the first day of the subscription period in Qlife Holding AB’s (“Qlife” or the “Company”) issue of a maximum of 215,187,249 units, corresponding to a maximum of 4,949,306,727 shares and 3,442,995,984 warrants series TO 4 and TO 5 with preferential rights for existing shareholders at a subscription price of SEK 0.23 per unit, corresponding to 0.01 per share (the “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 ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE

Summary of the Rights Issue

• One (1) existing share entitles to one (1) unit right and three (3) unit rights entitle the holder to subscribe for one (1) unit in the Company. Each unit consists of twenty-three (23) new shares, eight (8) warrants series TO 4, and eight (8) warrants series TO 5.

• The Rights Issue comprises a maximum of 215,187,249 units, corresponding to a maximum of 4,949,306,727 shares and 3,442,995,984 warrants series TO 4 and TO 5. Upon full subscription in the Rights Issue, Qlife will initially receive approximately SEK 49.5 million before deduction of issue costs. In the event that all warrants series TO 4 and TO 5 issued in the Rights Issue are exercised for subscription of shares, the Company will receive additional issue proceeds of approximately SEK 73.2 million before deduction of issue costs.

• One (1) warrant series TO 4 entitles the holder to subscribe for one (1) new share in the Company during the period 7 – 21 June 2024 at an exercise price of SEK 0.02 per share, and one (1) warrant series TO 5 entitles 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.

• The subscription price in the Rights Issue is SEK 0.23 per unit, corresponding to SEK 0.01 per share. The warrants are issued free of charge.

• The subscription period in the Rights Issue runs between 12 – 26 February 2024.

• Warrants series TO 4 and TO 5 are expected to be admitted to trading on Nasdaq First North Growth Market in close connection with the registration of the Rights Issue with the Swedish Companies Registration Office and the conversion of BTU to shares and warrants.

• The Rights Issue is covered by guarantee commitments up to approximately 61 percent. The guarantee commitments consist partly of a so-called top guarantee and partly of a so-called bottom guarantee.

• In order to secure the Company’s liquidity needs until the Rights Issue has been completed, the Company has raised a bridge loan of SEK 5.0 million from Formue Nord Markedsneutral A/S.

For further information on the Rights Issue, please refer to the published Prospectus.

Prospectus and subscription notes

The EU Growth Prospectus that was published by the Company on February 9, 2024, containing complete terms and conditions (the “Prospectus”), is available on the Company’s website (https://qlifeholding.com/en/rights-issue-2024) and on Eminova Fondkommission’s website (www.eminova.se). Subscription notes are available on the Company’s and Eminova Fondkommission’s respective websites.

Timeline for the Rights Issue

Advisors

Eminova Partners Corporate Finance AB and Gemstone Capital A/S act as financial advisors, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal advisor to Qlife.

This information was provided by the contact person above for publication on 12 February 2024, at 17:40 CET.

For more information, please contact: 

Thomas Warthoe
Chief Executive Officer (CEO)
Phn: +45 21 63 35 34
E-mail: tw@egoo.health

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.

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 Qlife. 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 Qlife will only be made through the Prospectus that the Company has published on 9 February 2024 on Qlife’s website, www.qlifeholding.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and 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 Qlife. 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. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

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 Qlife 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”, “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.

Since Qlife conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products. Qlife will, no later than in connection with the publication of the Prospectus, publish more information about this on the Company’s website, www.qlifeholding.com.