Biosergen AB conducts a directed share issue to underwriters in connection with the completed exercise period for warrants of series TO3

In accordance with what was communicated in a press release on November 18, 2024, the Company received top underwriting commitments totaling approximately SEK 15.1 million from the Underwriters, corresponding to about 33.5 percent of the issue proceeds that the Company could obtain through the exercise of the Warrants. In accordance with the underwriting agreements, underwriting compensation will be provided for the underwriting commitments in an amount corresponding to ten (10) percent of the underwritten amount in the form of cash or, alternatively, twelve (12) percent of the underwritten amount in the form of newly issued shares in the Company. The subscription price in the Directed Issue has been determined in the underwriting agreements through negotiations between the Underwriters and the Company at arm's length and corresponds to the exercise price for the Warrants, i.e., SEK 0.49 per share.

As communicated following the outcome of the Warrants on December 3, 2024, a total of 85,352,658 Warrants, corresponding to 93.1 percent of the total number of Warrants, were exercised for the subscription of 85,352,658 new shares in the Company. This means that the underwriting commitments will be utilized for 6,348,670 newly issued shares to cover the portion of Warrants that was not exercised by the holders of Warrants. The utilized portion of the underwriting commitment means that the Company will receive a total of approximately SEK 44.9 million through the Directed Issue and the exercise of Warrants

The reason for deviating from the shareholders' preferential rights in the Directed Issue is to fulfill the Company's commitments to the Underwriters as a result of the entered underwriting agreements and to meet the Company's capital needs. Furthermore, the Board of Directors assesses that the subscription price of SEK 0.49, which was negotiated with the Underwriters at arm's length, is considered to be on market terms given that the Warrants was not exercised to 100 percent, despite that the exercise price of SEK 0.49 for the Warrants corresponds to the subscription price in the Directed Issue. The Board of Directors also assesses that it is advantageous for the Company's financial position and in the interest of shareholders that the space for new shares, within the framework of the Warrants, is fully utilized. The Board's considerations are based on an assessment that it is important for the operation and the Company's ability to achieve short- and long-term goals that the Company secures the amount of capital that fully exercised warrants of TO3 could have generated.

Number of shares, share capital and dilution

Through the Directed Issue, the Company's share capital will increase by approximately SEK 158,716.75, from approximately SEK 5,693,496.225 to approximately SEK 5,852,212.975, and the number of shares in the Company will increase by 6,348,670 shares, from 227,739,849 shares to 234 088 519 shares. This will result in a dilution for existing shareholders of approximately 2.71 percent once all shares have been registered with the Swedish Companies Registration Office.

Advisers

Mangold Fondkommission AB is the financial advisor and the issuing agent to Biosergen AB in connection with the exercise of series TO3 warrants. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the exercise of series TO3 warrants.