Senzime carries out a directed share issue of 86 million SEK

About the Share Issue
The Share Issue will be carried out in two separate tranches. The first tranche (“Tranche 1”) consists of a maximum of 12,769,000 shares – which, with the subscription price mentioned above, correspond to approx. 79.2 MSEK – and is issued by the board of directors based on the authorization granted at the annual general meeting on 16 May 2024. The persons entitled to subscribe for the shares in Tranche 1 are a limited number of investors who have expressed a long-term commitment to the Company, including the new investor AB Strati and the abovementioned existing shareholders. The reasons for existing shareholders participating in the Share Issue are partly because this has been part of the negotiations with the new investors, and partly because the board of directors has deemed it strategic and wise to include these long-term and committed shareholders in the Share Issue. Subscription for shares in Tranche 1 may be made until 2 October 2024.
 
The second tranche consists of a maximum of 1,104,000 shares (“Tranche 2”) – which, with the subscription price mentioned above, correspond to approx. 6.8 MSEK – and has been resolved by the board of directors, subject to the subsequent approval by an extraordinary general meeting of the Company, as the persons entitled to subscribe are the board members Adam Dahlberg and Sorin J. Brull. None of the aforementioned board members have participated in the board’s decisions regarding the Share Issue, including the determination of the subscription price. The approval of the general meeting must be given by at least nine-tenths of both the votes cast and the shares represented at the general meeting (in accordance with the so-called Leo Act). Said extraordinary general meeting is scheduled for 23 October 2024. A notice for the extraordinary general meeting will be published through a separate press release. Provided that the extra general meeting approves Tranche 2, subscription may be made until the third banking day after the general meeting.
 
The subscription price in the Share Issue (both tranches) is SEK 6.20 per share. The subscription price corresponds to the volume-weighted average price (VWAP) of the share during the latest 5 trading days. The subscription price has been decided by the board of directors after negotiations with the new investors and in consultation with the Company’s financial advisor, Zonda Partners. According to the board of directors’ assessment, the subscription price is in line with market conditions.
 
Upon full subscription in the Share Issue, the Company will receive approximately MSEK 86 before transaction costs. The Share Issue will result in an increase of the Company’s share capital by SEK 1, 734,125, to SEK 16,697,315. Assuming that the Share Issue is fully subscribed, the Share Issue entails a dilution of 10.4 percent.
 
In order to facilitate the completion of the Share Issue, the shares in Tranche 1 will initially be subscribed for by Nordic Issuing AB, in its capacity as issuing agent. The subscription price at this stage will correspond to the quota value of the shares. On the settlement date, the Company will receive the remaining amount from the subscribers, i.e. the difference between the subscription and the quota value. The shares in Tranche 2 are subscribed and paid for directly by those entitled to subscribe, subject to the approval of the general meeting.
 
Background and motives
Senzime intends to use the net proceeds from the Share Issue to finance and continue the commercial expansion, secure progress of ongoing innovation projects and finance the Company’s working capital needs in line with the expected growth. Furthermore, the Share Issue will strengthen the shareholder base in the Company with additional long-term and strategically important investors, something that the board of directors believes will increase security and stability for the Company and its shareholders.
 
“We’re carrying out a strong and efficient capital raise with the support of long-term new and existing investors. The raise brings us closer to reaching our strategic and financial targets announced in connection with our Q2 report. As a result of our strong sales growth, we also have several long-term loan financing offers on the table that we are evaluating as potential complement. Senzime has a unique market position in a rapidly advancing technology shift, and with our strong balance sheet, we certainly have the prerequisites in place to realize our plans”, comments Philip Siberg, CEO of Senzime.
 
Deviation from shareholders’ preferential rights
The board of directors has carefully considered alternative financing options, including the possibility of carrying out a rights issue. The board of directors is aware that, as a general rule, cash issues should be carried out as rights issues and has taken into account the guidelines issued by the Swedish Stock Market Self-Regulation Committee (Sw. Aktiemarknadens självregleringskommitté (ASK)). According to these guidelines, it may be considered acceptable to deviate from the shareholders’ preferential rights if the deviation is objectively deemed to be in the shareholders’ interest.
 
After an overall assessment and taking into account the current market conditions and the Company’s financial position, the board of directors is of the opinion that it is objectively in the interest of the Company and its shareholders to carry out the Share Issue on the terms and conditions presented above. In its assessment, the board of directors has taken the following considerations into account.

• The Share Issue enables the Company to diversify and strengthen the shareholder base with new shareholders of strategic importance, something that is not possible to achieve through a rights issue. Furthermore, the Share Issue is expected to further strengthen the shareholder base through subscription from already existing, larger and strategically important shareholders who have expressed continued long-term interest in the Company. The strengthened shareholder base will contribute to increased security and stability for the Company and its shareholders.
• A rights issue would be significantly more time and resource consuming, especially due to work and costs related to guarantee procurement and prospectus processing. Through intensive work from the board of directors and advisors, the Share Issue can be carried out in a time and cost-effective manner, yielding what the board of directors considers to be a positive outcome.
• The Share Issue will be carried out at a price corresponding to the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the latest 5 trading days. A rights issue would most likely have required a not insignificant discount, which would result in greater dilution for the Company’s existing shareholders. This has been avoided through the current financing solution. From a shareholder perspective, a rights issue at a discounted price would also entail a risk that the share price is affected negatively.

 
Considering the above, the board of directors has concluded that the Share Issue, on the terms and conditions presented, represents a better alternative for all shareholders compared to a rights issue at a significant discount in relation to the current market price. The board of directors’ overall assessment is therefore that the reasons provided for a directed share issue outweigh those for a rights issue as per the main rule, and that the Share Issue is in the best interests of both the Company and its shareholders.
 
Advisers
Zonda Partners has acted as financial advisor in connection with the Share Issue and Advokatfirman Lindahl has acted as legal advisor.

For further information, please contact:
Philip Siberg, CEO of Senzime AB
Phone: +46 (0) 707 90 67 34, email: philip.siberg@senzime.com 
Slavoljub Grujicic, CFO
Phone: +46 (0) 76 306 60 11, email: slavoljub.grujicic@senzime.com
 
This press release is an English translation of the Swedish original. In the event of any discrepancies, the Swedish version shall govern.

About Senzime
Senzime is a Swedish medical device company that develops, manufactures, and markets CE- and FDA-cleared patient monitoring systems. The company provides an innovative portfolio of solutions, including the TetraGraph® and ExSpiron® 2Xi for accurate monitoring of neuromuscular and respiratory functions, typically under and after surgery. The goal is to help eliminate in-hospital complications, and radically reduce health care costs related to surgical and high acuity procedures.
Senzime targets a market opportunity valued more than SEK 40 billion per year, and operates with sales teams in the world’s leading markets. The company’s shares are listed on Nasdaq Stockholm Main Market (Nasdaq: SEZI) and cross-traded in the US on the OTCQX market (OTCQX: SNZZF). More information is available at senzime.com.

This information is information that Senzime is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 27 September, 2024, 08:30 a.m. CET.

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. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be unlawful or require additional registration or other measures.

This press release does not constitute or form part of an offer or solicitation 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 exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within 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 the 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, within or into the United States, Australia, Hong Kong, Japan, Canada, New Zeeland, Switzerland, Singapore, South Africa, Russia and Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EEA and no prospectus has been published or will be published in connection with the Share Issue. In each member state of the EEA, this message is only directed towards "qualified investors" in that member state in accordance with the definition in the Prospectus Regulation.

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" (within the meaning of Article 86(7) of the Financial Services and Markets Act 2000) 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.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the shares. Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the financial advisor.

This press release does not constitute a recommendation for any investors' decisions regarding the Share Issue. Each investor or potential investor should conduct a self-examination, 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 can decrease as well as increase. Achieved results do not provide guidance for 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. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements
This press release contains 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 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. The 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, unless this is required under law or Nasdaq Stockholm's rulebook for issuers.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Senzime have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Senzime may decline and investors could lose all or part of their investment; the shares in Senzime offer no guaranteed income and no capital protection; and an investment in the shares in Senzime is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Senzime.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Senzime and determining appropriate distribution channels.