Observe Medical ASA: Notice of extraordinary general meeting on 3 July 2025 in connection with the private placement and a contemplated subsequent offering
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Observe Medical ASA: Notice of extraordinary general meeting on 3 July 2025 in connection with the private placement and a contemplated subsequent offering

Oslo, 12 June 2025

Reference is made to the announcement made by Observe Medical ASA (the "Company" or "Observe Medical", and, together with its subsidiaries, the "Group", OSE ticker "OBSRV") on 11 June 2025, regarding the successfully placed private placement of new shares in the Company to raise gross proceeds totalling NOK 36,445,000 (the "Private Placement").

An extraordinary general meeting of the Company will be held on 3 July 2025 at 14:00 (CEST) (the "EGM"). The notice of the EGM, including agenda, proposed resolutions, registration form, a form of proxy and other relevant documents, is enclosed hereto.

The agenda includes, inter alia, (i) a proposal for a share capital increase to issue shares by cash contribution in connection with the Private Placement, (ii) a proposal for a share capital increase to issue shares to Navamedic ASA in connection with a loan conversion, (iii) a proposal for a board authorisation to increase the share capital in connection with the contemplated subsequent offering, (iv) a proposal for a board authorisation to increase the share capital in connection with set-off/contribution of loans and accounts payable etc., and (v) a proposal for a board authorisation to increase the share capital in order to finance further growth etc.

In connection with item (v) mentioned above, reference is made to the notice of the annual general meeting of the Company (the "AGM Notice"), which was published through a stock exchange announcement and distributed to the Company's shareholders on 6 June 2025. In item 15 of the AGM Notice, it was proposed that the board of directors of the Company is granted an authorisation to increase the share capital in order to finance further growth etc., limited to 20% of the issued share capital following the contemplated share capital reduction further described in item 14 of the AGM Notice. To ensure a proportional and desired ratio between the size of the board's authorisation to increase the share capital and the Company's share capital after the share capital reduction and the Private Placement, the board of directors has resolved to withdraw the proposal presented in item 15 of the AGM Notice from the agenda of the upcoming annual general meeting and instead include it in the agenda for the EGM, allowing the EGM to consider the proposal for a new board authorisation based on the share capital following the Private Placement.

Reference is made to the notice of the EGM for further information about the above-mentioned proposals, as well as the other items on the agenda.

This information is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Jørgen Mann, CEO Observe Medical

Mobile: +45 408 67 558

E-mail: [email protected]

Johan Fagerli, CFO Observe Medical

Mobile: +47 958 12 765

E-mail: [email protected]

About Observe Medical: 

Observe Medical is a Nordic medtech company that develops, markets and sells innovative medtech products for the global market. The Company is committed to improving patient welfare and patient outcomes, improving clinical data accuracy and promoting positive health economics.

The Company seeks to drive growth by leveraging its expertise in sales and commercialisation of its broad portfolio of medical technology products, mainly in urine measurement and ultrasound, in combination with targeted M&A and distribution. Observe Medical is working with a network of leading distributors to provide outstanding solutions for healthcare professionals globally.

The Company is headquartered in Oslo, Norway.

Further information is available at www.observemedical.com.

This information is subject to the disclosure requirements pursuant to Section 5 -12 of the Norwegian Securities Trading Act.

Bifogade filer

Observe Medical ASA - Notice of EGM 3 July 2025https://mb.cision.com/Public/19175/4163457/91c44f18a998f9e1.pdf
App 3 to the EGM notice Independent expert reporthttps://mb.cision.com/Public/19175/4163457/93252d853209f3f2.pdf

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