Annexin Pharmaceuticals publishes Information document in connection with forthcoming rights issue

Summary of the Rights Issue

• Each existing share in the Company as of the record date of 5 March 2025 entitles to one (1) subscription right. Sixteen (16) subscription rights entitle the holder to subscribe for five (5) new shares.
• The subscription price in the Rights Issue amounts to SEK 0.30 per new share.
• The subscription period in the Rights Issue will run from 7 March 2025 up to and including 24 March 2025.
• The Company has received subscription commitments from a number of the Company's existing shareholders as well as the Board of Directors and management amounting to a total of approximately SEK 25 million, which corresponds to approximately 50 percent of the Rights Issue. In addition, a so-called top guarantee agreement has been entered into with an external investor consortium with a long-term investment horizon of SEK 15 million in total, corresponding to approximately 30 percent of the Rights Issue. Thus, the Rights Issue is secured to a total of approximately 80 percent. The subscription commitments and guarantee commitments are not secured by bank guarantees, escrow accounts, pledges, or similar arrangements.

The Information document
The Information document has been prepared by the Board of Directors in connection with the forthcoming Rights Issue in accordance with Article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"). The Information document, containing the complete terms and conditions , has today been registered with the Swedish Financial Supervisory Authority and is available on the Company's and Bergs Securities AB's respective websites (www.annexinpharma.se, www.bergssecurities.se). Application forms will be available on the Company's and Bergs Securities AB's respective websites.

Preliminary timetable for the Rights Issue

Advisors
Redeye AB is acting as financial advisor, Cirio Advokatbyrå AB is acting as legal advisor and Bergs Securities AB is acting as issuing agent in connection with the Rights Issue.

For further information, please contact:
Anders Haegerstrand, CEO
Phone: +46 (0)70 575 50 37
Mail: anders.haegerstrand@annexinpharma.com

The information was submitted for publication, through the agency of the contact persons set out above, on 6 March 2025 at 08:30 CET.

This document has been prepared in a Swedish and English version. In the event of any deviations, the Swedish version shall prevail.

About Annexin Pharmaceuticals AB
Annexin Pharmaceuticals AB is a leading biotechnology company in the Annexin A5 field for the treatment of various diseases. The company’s biological drug candidate ANXV – a human recombinant protein, Annexin A5 – is primarily intended for treatment of patients with injuries and inflammation of the blood vessels, but also for cancer. The company has an extensive patent portfolio for the treatment of diseases with Annexin A5 and for production of Annexin A5.
The Company is based in Stockholm, Sweden and listed on Nasdaq First North Growth Market, under the ticker ANNX. Redeye is the company´s Certified Adviser.

Important Information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed shares, subscription rights or other securities in the Company (“Securities”). No action has been taken, nor will any actions be taken, to permit an offer to the public in any other jurisdiction than Sweden.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Securities. In connection with the Rights Issue, the Company has prepared an information document in accordance with Article 1.4 db of the Prospectus Regulation (the “Information document). The information document has been prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document is not a prospectus and will not be reviewed or approved by the Swedish Financial Supervisory Authority. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely on the basis of the information contained in the information document.

The information in this press release may not be published or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, (the “U.S.”)), Australia, Belarus, Hong Kong, Japan,  Canada, New Zealand, Russia, Singapore, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law. This press release does not constitute an offer of invitation to acquire or subscribe for shares or other securities in the U.S. No Securities have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the U.S. and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the U.S. other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the U.S. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the Information document. To assert the contrary is a criminal act in the U.S.

Within the European Economic Area (“EEA”), no public offering of Securities is made in other countries than Sweden. In other member states of the European Union, such offering of Securities may only be made in accordance with the Prospectus Regulation. In other states within the EEA which have implemented the Prospectus Regulation in its national legislation, any such offer of Securities may only be made in accordance with an applicable exemption under the Prospectus Regulation and in accordance with any relevant implementing measure. In other states within the EEA which have not implemented the Prospectus Regulation in its national legislation, any such 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 Prospectus Regulation 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.

The Company considers that it conducts protection-worthy activities under the Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar) (the “FDI Act”). This means that investors who achieve certain influence in the Company may need to notify investments in the Company to and obtain approval from the Inspectorate for Strategic Products (Sw. Inspektionen för strategiska produkter) (“ISP”) before such an investment can be conducted. Each investor should consult with an independent legal advisor as to the possible application of the FDI Act in relation to the Rights Issue for the individual investor. For more information, please visit ISP’s website, www.isp.se, or contact the Company.

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for 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 may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation 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.