Qlife Holding AB: Qlife carries out a directed issue to guarantors in connection with the completed rights issue and a directed issue of warrants to JEQ Capital AB

Qlife Holding AB (publ) ("Qlife" or the "Company") has completed the issue of shares with preferential rights for the Company's shareholders that was resolved by the Board of Directors on 29 January 2025 with the support of the authorisation granted from the annual general meeting on 26 June 2024 (the "Rights Issue"). The Board of Directors has today resolved, in accordance with the guarantee agreements entered into in connection with the Rights Issue and what has previously been communicated, on a directed issue of shares to the guarantors in the Rights Issue who have chosen to receive guarantee compensation in the form of newly issued shares in the Company (the "Compensation Issue"). The subscription price in the Compensation Issue is set at SEK 2 per share, which corresponds to the subscription price in the Rights Issue. Payment is made through set-off of the guarantors' claims for guarantee compensation, which in total amount to SEK 0.18 million. All shares in the Compensation Issue have been subscribed and allocated. Additionally, the Company has resolved to issue 1,250,000 warrants of series TO7, free of charge, to JEQ Capital as compensation for the previously communicated credit facility agreement that the Company entered into on 29 January 2025 (the "Credit Facility").

The Compensation Issue

In connection with the announcement of the Rights Issue, it was communicated that the Company had received bottom guarantee commitments and free of charge top-down-guarantee commitments totalling of approximately SEK 8.9 million. Guarantors in the bottom guarantee, in accordance with the guarantee agreements entered into, had the opportunity to choose between receiving guarantee compensation in the form of cash corresponding to 15 percent of the guaranteed amount or in the form of newly issued shares in the Company corresponding to 20 percent of the guaranteed amount. No compensation is paid for top-down-guarantee commitments. Two of the seven guarantors in the bottom guarantee have chosen to receive their guarantee compensation in the form of newly issued shares. As a result, the Board of Directors has today, with the support of the authorisation from the annual general meeting on 26 June 2024, resolved on the Compensation Issue of SEK 0.18 million, comprising a total of 90,000 newly issued shares. The subscription price has been set at SEK 2 per share, corresponding to the subscription price in the Rights Issue. Payment is made through the set-off of the guarantors' claims for guarantee compensation. All shares in the Compensation Issue have been subscribed for and allocated. The guarantors who have not chosen to receive guarantee compensation in the form of shares will instead receive a cash amount for each guarantee commitment. The cash part of the guarantee compensation amounts to approximately SEK 0.9 million.

The purpose of the Compensation Issue and the reason for the deviation from the shareholders' preferential rights is to fulfil the Company's obligations to the guarantors as a result of the guarantee agreements entered into with the guarantors. In addition, the Board of Directors considers that it is in favour of the Company's financial position and in the interest of the shareholders to take advantage of the possibility to pay the guarantee compensation in the form of shares instead of cash payment as it releases funds that strengthen the Company's working capital.

The subscription price in the Compensation Issue is set to SEK 2 per share, which corresponds to the subscription price in the Rights Issue. The subscription price in the Compensation Issue was negotiated in consultation with the financial advisor and after an analysis of the market situation in connection with the conclusion of the guarantee agreements prior to the Board of Directors' decision to carry out the Rights Issue. The Board of Directors' assessment is thus that the subscription price, and the other terms of the Compensation Issue, against this background is considered to be on market terms.

Credit Facility

In accordance with the Company's press release from 29 January 2025, the Company has in connection with the Rights Issue entered into an agreement regarding a Credit Facility of up to SEK 5.6 million with JEQ Capital AB. The Credit Facility will be disbursed no earlier than 30 June 2025. The loan has a set-up fee of 7.5 percent and disbursed amounts under the Credit Facility will carry an interest rate of 1.5 percent for each commenced thirty-day period. As part of the compensation, JEQ Capital AB will receive 1,250,000 warrants of series TO7 free of charge. JEQ Capital AB has the right, but not the obligation, to refrain from disbursing the loan if, at the time of the drawdown, the amount to be disbursed exceeds 20 percent of the borrower's then-current market value. Disbursed amounts under the Credit Facility will fall due 31 March 2026. All warrants in the directed issue to JEQ Capital AB have been subscribed for and allocated.

The reason why JEQ Capital AB will be entitled to subscribe for warrants of series TO7 is that this shareholder has provided the Credit Facility. The issuance of the warrants of series TO7 constitutes an integral and essential part of the Credit Facility which, together with the Rights Issue, is considered to be the most time and cost-effective financing option for the Company's operations. The Board of Directors has carefully considered the possibility of financing the Company's operations only through the Rights Issue but has concluded that it would risk the Company missing out on potential growth opportunities. The Board of Directors believes that this reason sufficiently justifies the deviation from the main rule that issues shall be carried out with existing shareholders' preferential rights. The Board of Directors' overall assessment is thus that the Rights Issue together with the loan and the issue of the warrants is the most favourable financing alternative for the Company and its shareholders. For more information on the Credit Facility, please refer to the Company's press release from 29 January 2025.

Terms for warrants of series TO7

One (1) warrant of series TO7 entitles the holder to subscribe for one (1) new share in the Company during the period 1 July 2026 - 31 July 2026. The subscription price for the subscription of shares by exercise of warrants of series TO7 will correspond to SEK 4, corresponding to 200 percent of the subscription price per share in the Rights Issue. The warrants are issued free of charge and are not intended to be admitted to trading.

Upon full exercise of the warrants of series TO7 issued to JEQ Capital AB, the Company may receive proceeds of approximately SEK 5 million, before issue costs.

Shares, share capital, and dilution

Through the Compensation Issue, taking into account new (but not yet registered) shares from the completed Rights Issue, the share capital increases by SEK 14,400.00 from SEK 1,983,185.76 SEK to SEK 1,997,585.76 and the number of shares increases by 90,000 shares from 12,394,911 shares to 12,484,911 shares, which corresponds to a dilution of approximately 0.7 per cent of the total number of shares and votes in the Company after registration of the new shares with the Swedish Companies Registration Office.

In the event that all warrants of series TO7 are exercised for subscription of shares, the number of outstanding shares will increase by an additional 1,250,000 from 12,484,911 to 13,734,911 and the share capital will increase by SEK 200,000.00, from SEK 1,997,585.76 to SEK 2,197,585.76. This will result in an additional dilution effect of approximately 9.1 percent.

Advisors

Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Moll Wendén Advokatbyrå AB is legal advisor to Qlife.

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 Göteborg, 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 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.

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The Company considers that it carries out protection-worthy activities under the Swedish Screening of Foreign Direct Investments Act (the "FDI Act") (Sw. lag (2023:560) om utländska direktinvesteringar). According to the FDI Act, the Company must inform presumptive investors that the Company's activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Swedish Inspectorate for Strategic Products (the "ISP"). An investment may be subject to mandatory filing if i) the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company 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, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 percent or more of the total number of votes in the Company, or iii) the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) authorised the investment. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act for the individual shareholder.

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.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.