Chordate Medical Holding AB (publ) Announces Updated Rights Offering Schedule

The Board of Chordate Medical Holding AB (publ) (“Chordate Medical” or the “Company”), listed on the Nasdaq First North Growth Market (“Nasdaq First North”), published on November 17, 2022an invitation to an Extraordinary General Meeting in response to the proposal by the Board of Directors to conduct an issuance of shares with preferential rights to the Company’s shareholders of approximately SEK 51.3 million (the “Rights Issue”).

Due to an administrative error, no notice was inserted in Post-och Inrikes Tidningar in sufficient time to allow the notice to be published no later than two weeks before the Extraordinary General Meeting. For this reason, the Extraordinary General Meeting on December 5, 2022 repealed and instead the Board of Chordate Medical calls an extraordinary general meeting December 13, 2022 as described in a separate press release. As the date of the Extraordinary General Meeting changes, the schedule in the rights issue will be postponed accordingly. Other terms in the rights issue are unchanged from the terms set out in the news release December 17, 2022.

Updated rights issue schedule

December 13, 2022 Extraordinary General Assembly

December 16, 2022 Last trading day with subscription rights

December 19, 2022 First day of trading excluding subscription rights

December 20, 2022 Deadline for participation in the rights issue

December 21, 2022 Estimated date for publication of the prospectus

December 22, 2022January 9, 2023 subscription period.

December 22, 2022January 3, 2023 Trading in subscription rights.

December 22, 2022 Trading Paid Subscription Shares (swBTA’) pending the rights issue from the Swedish Company Registration Board (swBolagsverket“).

January 11, 2023 Expected publication of the subscription result in the rights issue.

Terms and Conditions of the Rights Issue

The Board of Directors’ proposal to the Extraordinary General Meeting means that the rights issue will be carried out in accordance with the main conditions set out below.

  • The right to subscribe to shares with preferential rights is granted to those who are registered as shareholders of the company on the record date, December 20, 2022 pro rata to their participation in the company. One (1) existing share entitles the holder to one (1) subscription right.
  • Twenty (20) subscription rights entitle the holder to subscribe to thirteen (13) shares in the company.
  • The rights issue increases the number of shares by a maximum of 102,513,047.
  • The subscription price is 0.50 SEC per share. No commission is charged.
  • The subscription period runs from December 22, 2022until finally January 9, 2023.
  • If not all shares are subscribed for through the exercise of subscription rights, the board of directors shall, within the maximum amount of subscription rights, decide on the allocation of the shares subscribed without exercising subscription rights, whereby allocation is made (i) firstly to those who have also subscribed shares through the exercise of subscription rights, whether or not the subscriber was a shareholder on the Record Date, and in the event that these cannot be allotted in full, the allotment will be made pro rata in relation to their subscription through their subscription rights and, where this is not possible, by drawing lots; and (ii) secondly, to other persons who have subscribed for shares in the rights issue without exercising any rights, and if allotment cannot be made in full, the allotment will be prorated in proportion to the number of shares subscribed for and, where this is not possible, by draw.
  • If the rights issue is fully subscribed, the Company will receive approximately SEK 51.3 million before issuance costs.
  • Trading in BTA is expected to begin on Nasdaq First North December 22, 2022 until the rights issue is registered by the Swedish Commercial Register. The rights issue is expected to be registered towards the end January 2023.

brochure

Full terms and conditions and instructions for the rights issue and other information about the Company will be contained in the prospectus which the Company expects to publish December 21, 2022 (the “Brochure”).

Advisor

Vastra Hamnen Corporate Finance AB acts as financial advisor and Wistrand Advokatbyrå acts as legal advisor to Chordate Medical in connection with the rights issue.

Important information

The information in this press release does not contain or constitute an offer to purchase, subscribe for or otherwise deal in any stock, warrants or other securities Chordate Medical. No action has been taken and no action will be taken to authorize a public offering in any jurisdiction other than Sweden. Any invitation to the relevant persons to subscribe for Shares Chordate Medical takes place exclusively via the sales prospectus published by the company December 21, 2022 on Chordate Medical’s website, www.chordate.com. The forthcoming approval of the Prospectus by the Swedish Financial Supervisory Authority does not constitute an approval of the Company’s shares, warrants or other securities. This press release is not a prospectus within the meaning of Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation‘), and this press release does not identify any risks (direct or indirect) associated with an investment in stocks, warrants or other securities in Chordate Medical. In order for an investor to fully understand the risks and benefits involved in deciding to participate in the Rights Offering, any investment decision should be made solely on the basis of the information in the Prospectus. Investors are therefore advised to read the entire prospectus.

The information in this press release is not for publication, publication or distribution, in whole or in part, directly or indirectly, within or in The United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or in any other jurisdiction where such actions would be unlawful, subject to statutory restrictions or would require other measures in addition to those required by Swedish law. Actions in violation of the restrictions may constitute a violation of applicable securities laws.

No stocks, warrants or other securities in Chordate Medical has been registered and no stock, warrant or other security will be registered under the United States Securities Act of 1933, as amended (the “Securities Act’) or the securities laws of any state or other jurisdiction in The United Statesand may not be offered, sold or otherwise transferred, directly or indirectly, in or in The United Statesexcept pursuant to an applicable exemption from the registration requirements of the Securities Act or in a transaction not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction The United States.

Within the European Economic Area (the “EEA’), no offering of shares, warrants or other securities (the ‘securities’) is made public in any other country Sweden. In other Member States of the European Union (the “EU’), such an offering of securities can only be made in accordance with the exceptions set out in Prospectus Regulation (EU) 2017/1129. In other EEA countries that have implemented the Prospectus Regulation into national law, such an offering of securities can only be made in accordance with the exceptions in the Prospectus Regulation and in accordance with all relevant implementing measures. In other EEA countries which have not transposed the Prospectus Regulation into national law, such an offering of securities can only be made in accordance with the applicable exceptions in national law.

In which United KingdomThis press release and other material relating to the securities mentioned herein are only being distributed to and directed to, and any investment or investment activity attributable to this press release is available to and may only be engaged in by “qualified investors” (as defined in United Kingdom Version of Regulation 2017/1129 which has been incorporated United Kingdom law by the European Union (Withdrawal) Act 2018) being (i) persons having professional experience in investments and falling within the definition of “investment professional” in Article 19(5) of the UK financial services and Markets Act 2000 (Financial Promotion) Order 2005 (the “command’) or (ii) ‘High Net Worth Entities’ etc. falling under Article 49(2)(a)-(d) of the Regulations; or (iii) such other persons to whom such investment or investment activity may lawfully be directed pursuant to the Order (all such persons collectively being referred to as “Relevant Persons”). An investment or investment activity to which this press release relates is available at United Kingdom only to relevant persons and will only be carried out with relevant persons. Persons who are not Relevant Persons should not take any action, rely on or act on the basis of this press release.

This press release may contain certain forward-looking information, which reflects the Company’s current views as to future events, financial and operational developments. Words such as “intend”, “estimate”, “expect”, “may”, “plan”, “estimate” and other expressions that contain indications or predictions of future developments or trends that are not based on historical facts identify forward-looking statements . By their nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements are not guarantees of future performance or developments, and actual results could differ materially from those projected in the forward-looking statements.

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