NextCell Pharma announces outcome of exercise of TO2 and resolves on directed share issues to guarantors

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NextCell Pharma AB (“NextCell” or the “Company”) today announces the outcome of the exercise of warrants of series TO2 (the “Warrants”), which were issued in connection with the Company’s rights issue of units during the second quarter of 2024. In total, 24,945,532 Warrants have been exercised, corresponding to approximately 64.4 percent of the total number of outstanding Warrants, for subscription of 24,945,532  shares at subscription price of SEK 1.00 per share. As a result, guarantee commitments of 11,614,000 shares, corresponding to approximately SEK 11.6 million, have been utilized. Thus, the board of directors of the Company has resolved on a directed issue of 11,614,000 shares (the “Directed Issue”) to the investors who had provided guarantee commitments. Through the exercise of Warrants and the Directed Issue, the Company will receive total proceeds of approximately SEK 36.6 million before deduction of issue-related costs. Furthermore, the board of directors has resolved on a set-off issue of 1,742,100 shares to the guarantors to pay the guarantee compensation (the "Remuneration Issue").

The exercise period for the Warrants ended on 30 May 2025. A total of 24,945,532  Warrants were exercised, corresponding to approximately 64.4 percent of the total number of outstanding Warrants, for the subscription of an equal number of new shares in the Company at a subscription price of SEK 1.00 per share. The exercise of the Warrants thus provides the Company with approximately SEK 24.9 million before issue-related costs.

As a result, guarantee commitments totaling 11,614,000 shares, corresponding to approximately SEK 11.6 million and approximately 30.0 percent of the total number of outstanding Warrants, have been utilized. To fulfil these guarantee commitments, the board of directors has today, based on the authorisation from the Annual General Meeting held on 27 November 2024, resolved on the Directed Issue to the investors who provided guarantee commitments in connection with the Warrant exercise. The subscription price in the Directed Issue is SEK 1.00 per share, corresponding to the subscription price per share upon exercise of the Warrants.

Through the exercise of the Warrants and the Directed Issue, the Company will receive total proceeds of approximately SEK 36.6 million before deduction of issue-related costs.

In accordance with the agreements entered into with the investors who provided guarantee commitments, a guarantee fee of fifteen (15) percent of the guaranteed amount shall be paid in the form of newly issued shares in the Company. The board of directors has therefore, based on the authorisation from the Annual General Meeting held on 27 November 2024, resolved on a set-off issue of 1,742,100 shares to these investors (the “Remuneration Issue”), at a subscription price of SEK 1.00 per share. Payment shall be made through set-off of the claim for the guarantee fee.

The Directed Issue and the Remuneration Issue are directed to the investors who provided guarantee commitments in connection with the Warrant exercise, comprising Anders Carlsson, Aktiebolaget Palatset, Axel Lindberg, Birger Jarl 2 AB, Christian Månsson, Christer Jansson, Fredrik Åhlander, Göran Ofsén, Great Ventures & Consulting GVC AB, Johan Prytz, Mats Carlsson, Mattias Cramby, Mattias Löfgren, Niclas Löwgren, Patrik Hansen and Stefan Hansson.

Aktiebolaget Palatset, Christer Jansson, Göran Ofsén, Johan Prytz, Mats Carlsson, Mattias Cramby, Mattias Löfgren and Niclas Löwgren are existing shareholders in NextCell. The reason why existing shareholders are entitled to subscribe is that the shareholders in question have provided guarantee commitments and also have expressed and shown an interest in long-term ownership in the Company, which the board of directors believes creates certainty, stability and favorable conditions for the Company’s growth and is thus deemed to be beneficial to both the Company and all shareholders.

Exercised Warrants will be replaced and registered on the subscriber's securities depository as interim shares (IA) pending registration with the Swedish Companies Registration Office, whereupon the interim shares automatically will be converted into shares in NextCell.

Reasons for deviation from shareholders’ preferential rights

The board of directors deems it to be in the best interests of both the Company and its shareholders to secure part of the Warrant exercise through the guarantee commitments and the Directed Issue. The guarantee commitments and the Directed Issue ensured a high exercise rate of the Warrants and allow the Company to raise additional capital at low cost, in a time-efficient manner, and with less complexity compared to other financing alternatives. The size of the Directed Issue was dependent on the holders’ exercise of the Warrants. Holders of the Warrants were able to exercise their Warrants to subscribe for shares, thereby reducing the number of shares issued under the Directed Issue. Furthermore, the Board considers it beneficial to the Company’s financial position and in the interest of its shareholders to settle the guarantee fee in shares through the Remuneration Issue instead of cash, as this preserves liquidity and strengthens the Company’s working capital. Overall, the board of directors concludes that the reasons for securing the exercise of the Warrants through the guarantee commitments, and for carrying out the Directed Issue and the Remuneration Issue with deviation from the shareholders' preferential rights outweigh the reasons in favour of the general rule of issuing shares with preferential rights.

The subscription price in the Directed Issue, as well as the size of the guarantee fee and the subscription price in the Remuneration Issue, have been determined through arm's length negotiations between the Company and the investors who had provided guarantee commitments. The board of directors therefore considers both the subscription price and the guarantee fee to be on market terms and reflective of current market conditions and investor demand.

Increase in share capital and number of shares
Through the exercise of the Warrants, the Company’s share capital increases by SEK 5,113,834.060 through the issuance of 24,945,532 new shares. Through the Directed Issue and the Remuneration Issue, the share capital increases by an additional of SEK 2,738,000.500 through the issuance of a total of 13,356,100 new shares. The total number of outstanding shares in the Company thus increases with 38,301,632 shares, from 73,091,327 to 111,392,959 shares, corresponding to a dilution effect of approximately 34.4 percent.

Advisors
Redeye AB acts as financial advisor, and Törngren Magnell & Partners Advokatfirma KB acts as legal advisor to NextCell in connection with the exercise of the Warrants. Nordic Issuing AB acts as issuing agent.

This disclosure contains information that NextCell Pharma AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 02-06-2025 13:15 CET.