The exercise period for warrants of series TO 2 in AcouSort begins today
The exercise period for the warrants of series TO 2 (the "Warrants" or "TO2") issued in connection with AcouSort AB ("AcouSort" or the "Company") rights issue of units announced on November 7, 2023 begins today, March 10 and runs up to, and including, March 24, 2025. Each Warrant entitles the holder to subscribe for one new share in AcouSort at a subscription price amounting to SEK 21 per share. Upon full exercise of the Warrants, the Company will receive approximately SEK 11.5 million before deductions for issuing costs.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, BELARUS, JAPAN, NEW ZEALAND, RUSSIA, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, SINGAPORE, CANADA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW. SEE THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.
Summary of terms and conditions for the Warrants and key dates
Each Warrant entitles the holder to subscribe for one new share in AcouSort at a subscription price amounting to SEK 21 per share. Upon full exercise of the Warrants, the Company will receive approximately SEK 11.5 million before deductions for issuing costs. The exercise period begins today, March 10, 2025, and runs up to, and including, March 24, 2025. Note that an earlier deadline for exercise may apply to holders of Warrants held with a custodian. The last day of trading in the Warrants is March 20, 2024.
Full terms and conditions of the Warrants are available on the Company's website, www.acousort.com.
Shares and share capital
Upon full exercise of the Warrants, the number of shares in AcouSort will increase by 551,998 shares, from 14,934,140 shares to a total of 15,486,138 shares, and the share capital will increase by SEK 55,199.80, from SEK 1,493,414.00 to SEK 1,548,613.80. The dilution upon exercise of all Warrants amounts to approximately 3.56 percent of the number of shares and votes in the Company.
Advise against exercise of the Warrants
Since the subscription price of TO2 is well above the current share price of AcouSort, the Company is advising holders of TO2 to not exercise their Warrants to subscribe for new shares in the Company.
Exercise of Warrants
Trustee-registered Warrants
If the warrant holder has their Warrants in a share depository, in an investment savings account (Sw. Investeringssparkonto), or an endowment insurance (Sw. Kapitalförsäkring) (trustee-registered holdings), subscription and payment will take place with the nominee, who will provide further instructions on the procedure for exercising the Warrants. Warrant holders should contact their nominee well in advance for further instructions regarding the exercise of Warrants, as different nominees have different processing times.
Directly registered Warrants (VP account)
Application is made via a subscription form available by emailing to transactionsupport@carnegie.se. Payment is made according to instructions on the application form. Both the subscription form and payment must be received by Carnegie Investment Bank AB (publ) no later than March 24, 2025.
Trading of Warrants
Holders who do not wish to exercise their Warrants may sell them on Nasdaq First North Growth Market. The Warrants are traded until and including March 20, 2025, under the short name ACOU TO2 and with ISIN SE0021021474. Warrants not exercised for subscription will expire without value.
For further information, please contact:
Torsten Freltoft, CEO
AcouSort AB
Telephone: +45 2045 0854
E-mail: torsten.freltoft@acousort.com
About AcouSort AB
AcouSort AB (corporate registration number 556824-1037) is an innovative technology company focusing on developing products and solutions for integrated preparation of biological samples. With the help of sound waves, the company's products can separate blood cells, concentrate, purify, and stain cells, exosomes, and bacteria from biological samples. The technology of the company's products is acoustofluidics, where sound waves and microfluidics enable automated handling of samples in a range of application areas, from research on new biomarkers to the development of new diagnostic systems for near-patient testing – so-called Point-of Care (POC) systems. The company's commercialization strategy is based on the already proven business model of providing separation modules to diagnostic system manufacturers for integrated sample preparation as well as to continue the commercialization of the company's research instruments. With the help of the company's products and development of point-of-care tests, new diagnostic systems and treatments are enabled, addressing some of the most challenging disease areas of our time: cancer, infectious diseases, and cardiovascular diseases. AcouSort is listed at Nasdaq First North Growth Market. The company’s Certified Adviser is Carnegie Investment Bank AB (publ).
IMPORTANT INFORMATION
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in AcouSort. The invitation to concerned persons to subscribe for units consisting of shares and Warrants in AcouSort has only been made through the information memorandum that AcouSort published on November 14, 2023. No action has been taken, or will be taken, by AcouSort to permit an offer to the public in jurisdictions other than Sweden.
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, or a solicitation of any offer, to buy or subscribe for any securities in AcouSort in any jurisdiction, neither from AcouSort nor from anyone else.
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 exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an 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 contained 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, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Belarus, Russia or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this guidance may constitute a breach of applicable securities laws.
The Company considers that it is engaged in protection-worthy activities under the Screening of Foreign Direct Investments Act (2023:560) (the “FDI Act”). In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the regulation and that the investment may be notifiable. If an investment is notifiable, it must be notified to the Swedish Inspectorate for Strategic Products (ISP) prior to its implementation. An investment may be notifiable if, after the investment is implemented, the investor, any member of its ownership structure or any person on whose behalf the investor is acting, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company. An administrative sanction charge may be imposed on the investor if a notifiable investment is made before the ISP has either (i) decided to leave the notification without action or (ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the exercise of Warrants by the individual shareholder.
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 materialise 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 announcement, except as required by applicable law or stock exchange regulation.