Announcement from Acarix's extra general meeting
Malmö, November 23, 2021
Announcement from Acarix'sextra general meeting
The extra general meeting of Acarix AB ("Acarix" or the "Company") was held today on 23 November 2021 and the following resolutions were passed by the meeting.
RESOLUTION TO APPROVE THE BOARD OF DIRECTORS RESOLUTION ON A RIGHTS ISSUE
The extra general meeting resolved to approve the board of directors resolution from 5 November 2021 regarding a rights issue of a maximum of 105,784,077 shares. The total increase of the Company's share capital may amount to a maximum of SEK 1,057,840.77. The subscription price is SEK 0.75 per share, in total SEK 79,338,057.75 if all shares are subscribed for.
Those who on the record date 30 November 2021 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new shares at a subscription price of SEK 0.75 per share. Shareholders receive three (3) subscription right for each share held as of the record date. Four (4) subscription rights entitle the holder to subscribe for one (1) new share in the rights issue.
Subscription for shares with subscription rights shall be made by payment in cash during the period from 1 December 2021 up until and including 15 December 2021. Subscription for shares without subscription rights shall be made on a subscription list during the period from 1 December 2021 up until and including 15 December 2021. Payment for shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
If all of the new shares are not subscribed for with subscription rights, the board will decide on allotment of new shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the new number of shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.
RESOLUTION REGARDING EMPLOYEE STOCK OPTION PROGRAM
The extra general meeting resolved, in accordance with board of directors proposal, on an employee stock option program 2021/2024, which may comprise of a maximum of 2,000,000 stock options. The stock options shall be allotted without consideration.
The employee stock option program 2021/2024 shall be offered, at one or several occasions, to (i) all existing and future senior executives and other employees in the group's business in USA until and including 1 February 2022 and (ii) the existing and future key individuals that (personally or through companies) work in the group's business in Sweden, Denmark, Germany or USA as of the mentioned date and who are selected by the board of directors based on their importance for the group.
Each stock option confers the holder a right to acquire one new share in the Company against an exercise price corresponding to 130 percent of the average volume weighted price for the Company's share as quoted on Nasdaq First North Premier Growth Market during the period from and including 21 October 2021 up to and including 22 November 2021.
The allotted stock options will be vested over a three-year period in accordance with the following: a) 40 percent of the allotted stock options will be vesting on 1 November 2022; and b) 60 percent of the allotted stock options will be vesting in linear quarterly instalments from 1 November 2022 up to and including 1 November 2024.
In order to facilitate the Company's commitments in accordance with the employee stock option program 2021/2024, the extra general meeting also resolved on a directed issue of a maximum of 2,000,000 warrants to the Company or Acarix Incentives AB and approval of transfer of warrants. If all warrants that may be issued in connection with employee stock option program 2021/2024 are exercised for subscription of shares, the number of shares and votes in the Company will increase by 2,000,000 and the share capital may increase by SEK 20,000 (subject to possible recalculation according to the warrant terms).
The complete terms and conditions for the warrants and further information regarding the employee stock option program and other outstanding incentive programs are available at the Company's website and in the annual accounts for 2020.
In case all warrants issued under employee stock option program 2021/2024 are exercised for subscription of new shares, the number of shares and votes in the Company will increase with 2,000,000 (with reservation for any re-calculation in accordance with the warrant terms and conditions), which corresponds to a dilution of approximately 1.4 percent of the Company's share capital and votes.
The maximum dilution of warrant program 2020/2023, warrant program 2021/2025 and employee stock option program 2021/2024 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 4.73 percent, assuming full subscription and exercise of all warrants offered and outstanding.
For the full proposals regarding the above resolutions at the extra general meeting, please refer to the notice which is available on the Company's website, www.acarix.com.
For further information, please contact:
Per Persson, CEO
+46 736 005 990
Acarix is a Swedish medical device company that innovates solutions for rapid AI-based rule out of Coronary Artery Disease (CAD). The CE approved and FDA DeNovo cleared Acarix CADScor® system is intended for patients experiencing chest pain with suspected CAD and designed to help reduce millions of unnecessary, invasive and costly diagnostic procedures. The CADScor system calculates a patient-specific CAD-score non-invasively in less than 10 minutes with 97% confidence. Acarix is listed on the Nasdaq First North Premier Growth Market (ticker: ACARIX). Redeye AB (+46 (0)8 121 576 90, email@example.com) is Certified Adviser of Acarix. For more information, please visit www.acarix.com.
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