Qlife Holding AB increases existing credit facility and extends the maturity date

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Qlife Holding AB (“Qlife” or the “Company”) has today entered into an addendum with JEQ Capital AB (the “Lender”) to increase the size and extend the maturity of the credit facility originally announced on 29 January 2025. The credit facility has been increased by SEK 4.5 million (the “Additional Credit Facility”), from SEK 5.6 million to SEK 10.1 million (together the “Credit Facility”), and disbursed amounts under the Credit Facility will fall due on 30 June 2026. Net proceeds from the Credit Facility are intended to finance expenses related to the ongoing reverse takeover of Hipro Biotechnology and to accelerate approval processes for the Company’s PHE product.

Credit Facility

Under the addendum, the Credit Facility has been increased by SEK 4.5 million, from SEK 5.6 million to SEK 10.1 million, of which approximately SEK 3.4 million have been disbursed. The Additional Credit Facility has a set-up fee of 3.75 percent, corresponding to SEK 157,500. Disbursed amounts under the Credit Facility carries an interest rate of 1.5 percent for each commenced thirty-day period. As part of the compensation for the Additional Credit Facility, the Lender will receive 1,004,000 warrants of series TO8 free of charge (see further details below). Unless otherwise agreed between the parties, the Company may call for a maximum of SEK 2.0 million per thirty-day period. Amounts disbursed under the Credit Facility will fall due on 30 June 2026.

The Lender has the right to convert disbursed amounts under the Credit Facility at a subscription price corresponding to SEK 3. The Board of Directors has ensured the marketability of the subscription price upon conversion and the other terms and conditions of the Credit Facility in consultation with financial advisors based on the prevailing market conditions for raising capital and after arm's length negotiations between the Company on the one hand and the Lender on the other hand. In light of the above, the Board of Directors is of the opinion that the subscription price and the other terms and conditions has been secured at market terms. The Lender is an existing shareholder of the Company. The reason why the Lender will be entitled to convert its loan is that this shareholder has provided the Credit Facility (see below under “Terms for warrants of series TO8” for the Board of Director's considerations).

Terms for warrants of series TO8

The Lender will, free of charge, receive 1,004,000 warrants of series TO8. One (1) warrant of series TO8 entitles the holder to subscribe for one (1) new share in the Company during the period 1 February 2027 - 28 February 2027. The subscription price for the subscription of shares by exercise of warrants of series TO8 is set to SEK 4.

The Board of Directors has carefully considered the possibility of financing the Company's operations through an additional rights issue but has concluded that this would risk the Company losing potential growth opportunities. Furthermore, the Additional Credit Facility is considered to be the most time- and cost-effective financing alternative for the company's operations. The Company's rights issue in February 2025 was subscribed to a total of approximately 90.7 percent, of which approximately 15.9 percent was subscribed by guarantors. Excluding utilised guarantee commitments, the rights issue was thus only subscribed to 74.8 percent. The reason why JEQ Capital AB shall be entitled to subscribe for warrants of series TO8 is that this shareholder has provided the Additional Credit Facility. It is the Board of Directors' assessment that it is beneficial for both the Company and its shareholders that the Company has a financing option in the form of the Additional Credit Facility, that together with the credit facility originally announced on 29 January 2025 amounts to SEK 10.1 million, and the issue of warrants of series TO8 constitutes an integral and essential part of this. The Board of Directors considers that these are sufficient reasons to justify the deviation from the main rule that issues shall be carried out with preferential rights for existing shareholders. The Board of Directors' overall assessment is therefore that the Additional Credit Facility and the directed issue of warrants are the most advantageous financing alternative for the Company and its shareholders. JEQ Capital AB is an existing owner of the Company. The reason for the issue being directed at an existing shareholder is that this shareholder has expressed and demonstrated a long-term interest in the Company, which, in the opinion of the Board of Directors, creates security and stability for both the Company and its shareholders, as well as significant strategic and long-term value. Without JEQ Capital AB, it would not have been possible for the Company to obtain such a time and cost efficient financing opportunity.

The Board of Directors has ensured the marketability of the subscription price when exercising the warrants and the other terms and conditions in consultation with financial advisors based on the prevailing market conditions for raising capital and after arm's length negotiations between the Company on the one hand and the Lender on the other hand. In light of the above, the Board of Directors is of the opinion that the subscription price and the other terms and conditions has been secured at market terms.

Change of share capital and number of shares and dilution

In the event that all warrants of series TO8 attached to the Additional Credit Facility are exercised, the number of outstanding shares will increase by an additional 1,004,000 shares from 13,308,495 shares to 14,312,495 shares, and the share capital will increase by SEK 160,640, from SEK 2,129,359.2 to SEK 2,289,999.2. This will result in a dilution effect of approximately 7 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 Credit Facility. Moll Wendén Advokatbyrå AB is legal advisor to Qlife.

Important information

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This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.

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. 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.

This disclosure contains information that Qlife Holding 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 2025-08-21 18:22 CET.