Today, on 14 March 2024, an extraordinary general meeting was held in Alligator Bioscience AB. A summary of the adopted resolutions follows below.
Resolution on amendment of the Articles of Association
The meeting resolved in accordance with the proposal from the board of directors to amend §§ 4-5 of the Articles of Association so that the limits for the share capital and the number of shares in the company are changed.
Resolution on decrease of the share capital to cover loss
The meeting resolved in accordance with the proposal from the board of directors to decrease the company’s share capital with SEK 41,642,741.648 to cover loss and without withdrawal of shares. Through the decrease, the share capital decreases from SEK 42,169,864.96 to SEK 527,123.312 whereby the share’s quota value decreases from SEK 0.064 to SEK 0.0008.
Resolution on approval of the board of directors’ resolution on rights issue of units
The meeting resolved to approve the board of directors’ resolution of 8 February 2024 on a rights issue of at the highest 140,990,205 units (the “Rights Issue”). Each unit consists of one (1) new ordinary share and one (1) warrant series TO 9. Those who are registered as shareholders in the company on the record date 19 March 2024 will receive three (3) unit rights per existing ordinary share. Fourteen (14) unit rights entitle to subscription of one (1) unit in the company at a subscription price of SEK 1.07 per unit, which corresponds to a subscription price of SEK 1.07 per ordinary share. The warrants are issued free of charge.
The subscription period runs from 21 March 2024 – 5 April 2024. One (1) warrant series TO 9 entitles the right to, during the period 4 December 2024 – 18 December 2024, subscribe for one (1) new ordinary share in the company against cash consideration amounting to 90 per cent of the volume weighted average price according to the official price list of Nasdaq Stockholm for ordinary shares in the company during the period from and including 4 November 2024 up to and including 29 November 2024, however not less than the share’s quota value.
Upon full subscription of all shares that are issued in the Rights Issue, the share capital will increase with a maximum of SEK 112,792.164 and upon full subscription of all warrants series TO 9 that are issued in the Rights Issue, the share capital will increase with an additional maximum of SEK 112,792.164 (based on the quota value of the share after the decrease of the share capital that that the meeting resolved on in accordance with the above).
Resolution on authorization for the board of directors to resolve on new issue of additional units in case of over-subscription (over-allotment issue)
The meeting resolved in accordance with the proposal from the board of directors, to authorize the board of directors, for the period until the next annual general meeting, on one or several occasions, to resolve on a directed issue of a maximum of 93,457,944 additional units in the event of over-subscription in the Rights Issue. The right to subscribe for units shall, with deviation from the shareholders’ preferential rights, accrue to the persons who have subscribed for units in the Rights Issue without receiving full allotment. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to be able to satisfy any over-subscription in the Rights Issue (so-called over-allotment issue) and thereby provide the company with additional capital contributions and the opportunity to broaden the company’s shareholder base. An issue pursuant to this authorization shall be made at a subscription price of SEK 1.07 per unit, which corresponds to a subscription price per ordinary share of SEK 1.07. The subscription price corresponds to the subscription price in the Rights Issue. The warrants shall be issued free of charge.
In the event that the over-allotment issue is exercised in full, the share capital will increase by a maximum of SEK 74,766.3552 through the issuance of a maximum of 93,457,944 ordinary shares (based on the share’s quota value after the reduction of the share capital resolved by the meeting as set out above). In the event that all warrants series TO 9 issued in the over-allotment issue are exercised in full, the share capital will increase by an additional maximum of SEK 74,766.3552 through the issuance of a maximum of 93,457,944 ordinary shares (based on the share’s quota value after the reduction of the share capital resolved by the meeting as set out above).
Lund on 14 March 2024
Alligator Bioscience AB (publ)