NextCell Pharma (NXTCL), announces today that the Board, with the authorization of the Annual General Meeting of December 5, 2017, has decided to implement a directed new issue of Nordic Tech House AB (“NTH”) of a maximum of approximately SEK 1.5 million. The reasons for the deviation from shareholders’ pre-emption rights are to fulfil the company’s commitment in accordance with an agreement with Nordic Tech House AB, which was concluded to provide the company with new owners of strategic importance. Current decision replaces previous resolutions on directed new issue from March 13, 2018, which could not be implemented due to registration reasons. A further directed new issue of approximately SEK 0.5 million will be carried out to NTH at a later stage.
NXTCL has bought services from NTH to increase exposure of NXTCL and Cellaviva, inform about stem cell saving and optimize the digital messaging of the company. The contractual term is two (2) years from March 13, 2018. The Board has now decided to implement a directed new issue to Nordic Tech House AB of no more than SEK 1,499,996.70, with a view to fulfilling the company’s commitment under an agreement, by issuance of at maximum 260,100 shares at an issue price of 5,767 SEK per share.
The issue price is based on the parties’ agreement which, as previously agreed, stipulates an issue price of 10 days average price upon closing after entering into an agreement on March 13, 2018. Following the directed new issue, NTH will hold shares equivalent to approximately 2.3 percent of votes and capital in NXTCL. All shares in the directed new issue are covered by lock-up during the term of the agreement.
The reason for previously announcing a directed new issue to NTH (see press release “Nordic Tech House invests in the stem cell company NextCell Pharma AB” from March 14, 2018) has not been implemented for registration reasons, since it has not been possible to execute claims corresponding to the agreed price for future services against shares because no offset claim has been considered at the time of the offset. Therefore, in the current new issue, shares will not be settled retrospectively, but each party will pay the respective receivables. However, the outcome will be the same.
At the end of the contract, NXTCL will subsequently carry out a further directed new issue of approximately SEK 0.5 million to NTH to complete a signed agreement. The agreement entered into entitles NTH to shares totalling SEK 2 million.
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For more information about NextCell Pharma AB, please contact:
Mathias Svahn, CEO
Leo Groenewegen, CFO
Phone: 08-735 5595