Inify Laboratories AB: Inify Laboratories - Registration of prospectus and upcoming launch of Subsequent Offering
STOCKHOLM - 7 January 2025 - Reference is made to the stock exchange announcement made by Inify Laboratories AB (the "Company") on 16 December 2024 regarding the successful private placement of 30,202,366 new shares in the Company (the "Private Placement"), and the contemplated subsequent repair offering of 3,464,300 new shares in the Company (the "Subsequent Offering").
The Company has prepared a Norwegian national prospectus for the Subsequent Offering (the "Prospectus"), which was registered with the Norwegian Register of Business Enterprises today, 7 January 2025, in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Norwegian Financial Supervisory Authority nor any other public authority has carried out any form of review or approval of the Prospectus. The Prospectus is not an EEA prospectus pursuant to Regulation (EU) 2017/1129.
Subject to applicable securities laws, the Prospectus will be made available at the following website prior to commencement of the Subscription Period (as defined below) for the Subsequent Offering: https://www.sb1markets.no/en/transactions/.
The Subsequent Offering
The Subsequent Offering comprises an offer of 3,464,300 new shares in the Company (the "Subsequent Offer Shares") at an offer price of NOK 4.50 per share (being the same price per share as in the Private Placement). Gross proceeds will amount to NOK 15,589,350. Monsun AS and Auris AS (the "Guarantors"), companies controlled by the same owners as the two largest shareholders in the Company, Gallivant S.à r.l. and Tauri AS, respectively, have entered into guarantee undertakings covering in total 100% of the Subsequent Offering. The Guarantors will not receive any compensation for the guarantee commitment.
The Subsequent Offering will, subject to applicable securities law, be directed pro-rata towards existing shareholders in the Company as of 13 December 2024 (as registered in Euronext Securities Oslo (the "VPS") or the share register maintained by Euroclear Sweden Ab ("Euroclear"), as applicable, on 17 December 2024 (the "Record Date")), who (i) were not eligible to participate in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action ("Eligible Shareholders").
Eligible Shareholders with Shares registered with the VPS as of the Record Date will receive 0.7447 non-transferable subscription rights in the Subsequent Offering for each share held as of the Record Date, rounded down to the nearest whole right. Eligible Shareholders with Shares registered with Euroclear as of the Record Date will not receive subscription rights in the VPS, but must instead apply for Offer Shares by using a separate subscription form. Over-subscription will not be permitted. Only Eligible Shareholders may participate in the Subsequent Offering. Subsequent Offer Shares that are not subscribed by Eligible Shareholders will be allocated to the Guarantors, in accordance with the allocation principles set out in the Prospectus.
The subscription period for the Subsequent Offering (the "Subscription Period") will commence on 9 January 2025 at 09:00 (CET) and expire on 23 January 2025 at 16:30 (CET), unless shortened or extended in accordance with the Prospectus.
In order to subscribe for Subsequent Offer Shares, the Manager (as defined below) must receive a complete and duly signed subscription form within the end of the Subscription Period. Subscribers who are residents of Norway with a Norwegian personal identification number (Nw.: fødselsnummer) may also, and are encouraged to, subscribe for Subsequent Offer Shares through the VPS online subscription system (or by following the link on https://www.sb1markets.no/en/transactions/).
Subscription rights that are not used to subscribe for Subsequent Offer Shares before the expiry of the Subscription Period will have no value and lapse without compensation to the holder.
Further instructions regarding the subscription procedure, and the complete terms of the Subsequent Offering, are set out in the Prospectus. Subscriptions may only be made on the basis of the Prospectus.
Completion of the Subsequent Offering is subject to (i) due payment of the Subsequent Offer Shares by the subscribers, (ii) the Board of Directors of the Company resolving to approve the Subsequent Offering and issue and allocate the Subsequent Offer Shares based on the authorization granted by the general meeting of the Company held on 6 December 2024, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the Swedish Companies Registration Office, and (iv) delivery of the Subsequent Offer Shares to subscribers in the VPS and Euroclear.
Advisors
SpareBank 1 Markets AS has been appointed as financial advisor in connection with the Subsequent Offering. Schjødt law firm acts as legal counsel to the Company.
For further information, please contact CEO, Fredrik Palm, fredrik.palm@inify.com, or visit https://www.inify.com
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The future of pathology
Inify Laboratories provides cancer diagnostics through ultramodern laboratory services within pathology. It uses a fully digital, standardized and AI -supported workflow to optimize quality and response times, initially within prostate. The concept is scalable and can be extended to other diagnoses.
The service includes the whole chain of sample handling: from logistics, to sample preparation, to reporting by a pathologist. The report is assisted by our own AI, proven in clinical studies to have world-leading accuracy. The complete workflow is supported by a tailor-made process control system.
The company, based in Sweden, became independent in 2022 through a spin-off from ContextVision (https://www.contextvision.com/), with 40 years of experience within digital imaging for medical applications. It is listed on Euronext Growth Oslo under the ticker INIFY.
This information is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in the Subsequent Offering will only be made through the Prospectus.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in new shares. Any investment decision in connection with the Subsequent Offering must be made on the basis of the information included in the Prospectus. Such information has not been independently verified by SpareBank 1 Markets. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. SpareBank 1 Markets is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This press release does not constitute a recommendation concerning any investor's option with respect to the Subsequent Offering. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
The information contained in this press release is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, United Kingdom or any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Norwegian law. The information in the press release does not constitute any offer regarding subscription rights, paid subscribed shares or shares in the Company ("Securities") to any person in said jurisdictions. The information in the press release may not be forwarded or reproduced in such a manner that contravenes such restrictions or gives cause to such requirements.
No securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, used, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
Within the European Economic Area ("EEA"), no public offering of Securities is made in other countries than Sweden or Norway. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release may contain forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company's operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. Any forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. 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.