NeoDynamics announces outcome of RIghts issue of shares

The Board of Directors of NeoDynamics AB (publ) ("NeoDynamics" or the "Company") announces today the outcome of the issue of new shares (the "Rights Issue") which was resolved by the Extraordinary General Meeting on 2 February 2024. A total of 25,360,828 shares were subscribed, corresponding to 100 percent of the Rights Issue. In total, 11,296,852 shares were subscribed for with subscription rights, corresponding to approximately 44.5 percent of the Rights Issue. 1,128,114 shares were subscribed for without subscription rights, corresponding to approximately 4.4 percent of the Rights Issue. The remaining shares issued through the Rights Issue were subscribed for by a guarantor, amounting to 12,935,862 shares, corresponding to approximately 51.0 percent of the Rights Issue. Through the Rights Issue, NeoDynamics will receive approximately SEK 25 million before issue costs and set-off of loans.

Outcome

In total, 11,296,852 shares were subscribed for with subscription rights, corresponding to approximately 44.5 percent of the Rights Issue, and 1,128,114 shares without subscription rights, corresponding to approximately 4.4 percent of the Rights Issue. 12,935,862 shares, corresponding to approximately 51.0 percent of the Rights Issue, were subscribed for by a guarantor. Subscription and allotment to the guarantor regarding 9,675,185 shares are conditioned upon the guarantor’s notification to the Inspectorate of Strategic Products in accordance with the so called FDI Act is left without action or the transaction being approved. The Rights Issue was thus subscribed to 100 percent and through the Rights Issue, NeoDynamics receives approximately SEK 25 million before issue costs and set-off of loans.

Through the Rights Issue, the guarantor, Salénterprise AB, will reach a shareholding of approximately 39,9 percent of the outstanding shares and votes in the Company entailing that the mandatory bid threshold will be exceeded. Salénterprise AB has applied for exemption from the mandatory bid and the application is being processed.

Notification regarding allotment

Allotment of shares has been made in accordance with the principles for allotment described in the information memorandum that was published in connection with the Rights Issue (the “Memorandum”). Notice of allotment of shares subscribed for without subscription rights will be made by sending a contract note to each subscriber. Allotted shares subscribed for without subscription rights shall be paid in accordance with the instructions on the contract note.

Guarantee Commitments

In connection with the Rights Issue, the Company has entered into agreements on a guarantee commitment. No compensation is paid for the guarantee commitment.

Number of shares and share capital

As a result of the Rights Issue, the share capital increases by SEK 10,144,331.20, from SEK 12,499,265.475 to SEK 22,643,596.675, and the number of shares increases with 25,360,828, from 7,245,951 to 32,606,779 shares. The Rights Issue results in a dilution of approximately 78 percent of the number of shares and votes in the Company. The Extraordinary General Meeting has, to enable the Rights Issue, resolved on a reduction of the Company’s share capital in order to reduce the quota value to SEK 0.40 and resolved on an additional reduction of the Company’s share capital after the Rights Issue. The latter resolution requires the approval of the Swedish Companies Registration Office to be executed and entails that the quota value is reduced to SEK 0.10. This entails that the share capital, after the registration of the first reduction, will amount to SEK 13,042,711.60 After both reductions has been registered and the latter reduction has been executed, the share capital will amount to SEK 3,260,677.90.

Recalculation the terms of the warrants of series TO3

On 7 March 2024, the Company announced a preliminary outcome regarding the exercise of warrants of series TO3 (the “Warrants”). The Rights issue results in a recalculation of the terms of the Warrants.

Advisers

Advokatfirman Lindahl KB acts as legal advisor to NeoDynamics in connection with the Rights Issue. Hagberg & Aneborn Fondkommission AB acts as the issuing agent in connection with the Rights Issue.

For further information, please contact:

Anna Eriksrud, CEO NeoDynamics AB, phone + 46 (0)70 844 49 66 or e-mail anna.eriksrud@neodynamics.com

Aaron Wong, CFO NeoDynamics AB, phone + 46 (0)73 597 20 11 or e-mail aaron.wong@neodynamics.com

About NeoDynamics

NeoDynamics AB (publ) is a Swedish Medical Technology Company dedicated to advancing diagnosis and care of cancer. The company’s first product NeoNavia®, a new innovative pulse biopsy system for ultrasound-guided tissue sampling, is currently being introduced to the market. NeoNavia® is CE approved, and in September 2022, received a 510k approval from the FDA. The biopsy system is built on a patented pulse technology, based on research at the Karolinska Institutet in Sweden. NeoNavia is evaluated for breast cancer diagnosis at leading clinics in Europe and launches in USA during 2023. NeoDynamics’ shares are listed on Nasdaq First North Growth Market Stockholm (ticker: NEOD). The company’s Certified Adviser is Redeye AB.

About NeoNavia®

NeoNavia® is the trade name for the complete biopsy system intended for use in ultrasound-guided sampling. NeoNavia® consists of a base unit, a hand unit, and three types of biopsy needles. The pulse technology drives the respective needle type, which facilitates needle insertion and placement in the suspected tumor. The system is designed to offer physicians and patients precise and robust tissue sampling for accurate diagnosis and individualized treatment.

About the pulse technology

The patented pulse technology is based on a pneumatically driven mechanism that enables high precision and control when inserting and positioning the biopsy needle, regardless of tissue type. The pneumatic drive unit that generates pulses is located in a hand-held instrument. With power from the base unit, the hand-held driver accelerates the biopsy needle with great control, even over short distances, enabling a distinct step-by-step insertion without affecting the surrounding tissue. This enables good access and flexibility in sampling, even in tiny and tricky localized tumors.

For more information, please visit Neodynamics.com.

IMPORTANT INFORMATION

The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants, or other securities in NeoDynamics. No action has been taken, and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden.

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 neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants, or other securities in NeoDynamics. The Memorandum has been prepared in connection with the Rights Issue. Any investment decision should be made solely based on information of the Memorandum in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue. An investor is therefore advised to read the entire Memorandum.

The information contained in this press release may not be disclosed, published, or distributed, directly or indirectly, within or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those that follow from Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No shares, warrants, or other securities of NeoDynamics have been registered, and no shares, warrants, or other securities will be registered, under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction from time to time. In the United States and may not be offered, sold, or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and pursuant to securities laws in the relevant state or other jurisdiction of the United States.

Within the European Economic Area ("EEA"), no offer of shares, warrants or other securities ("Securities") is made to the public in any country other than Sweden. In other member countries of the European Union (“EU”), such an offer of Securities can only be made in accordance with exceptions in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation in national legislation, such an offer of Securities can only be made in accordance with exceptions in the Prospectus Regulation and in accordance with any relevant implementation measure. In other countries in the EEA that have not implemented the Prospectus Regulation in national legislation, such an offer of Securities can only be made in accordance with the applicable exception in national legislation.

This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as “intends”, “estimates", “expects", “may", “plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not guarantee future performance or

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.