Guard Therapeutics announces preliminary result of rights issue

The preliminary result shows that 37,048,875 shares, corresponding to approximately 40.6 percent of the shares in the Rights Issue, were subscribed for by the exercise of subscription rights. In addition, applications for subscription of 369,929 shares without subscription rights, corresponding to approximately 0.4 percent of the shares in the Rights Issue, have been received. Thus, the Rights Issue was subscribed to approximately 41.0 percent. Rutger Arnhult through M2 Asset Management and Jan Ståhlberg subscribe for the remaining approximately 59.0 percent of the shares, meaning that they subscribe for approximately 29.5 percent of the shares, respectively.

As a result of the Rights Issue, Guard Therapeutics will receive proceeds amounting to approximately SEK 128 million before deduction of issue costs. Through the Rights Issue, Guard Therapeutics’ share capital will increase by SEK 1,825,704.60, from SEK 5,035,910.30 to SEK 6,861,614.90 and the total number of shares will increase by 91,285,230. After the Rights Issue, the total number of shares in Guard Therapeutics will amount to 343,080,745.

Those who have subscribed for shares without subscription rights will be allotted shares according to the principles outlined in the EU Growth Prospectus that was published by the Company on 10 November 2021 (the “Prospectus”). In the event of allotment, the payment notice is estimated to be sent out around 3 December 2021. Subscribed and allotted shares must be paid for in cash in accordance with the instructions in the payment notice. Nominee-registered shareholders will receive notice of allotment in accordance with the procedures of the nominee. Only those who have been allotted shares will be notified.

The final result is expected to be published on 3 December 2021. The last day for trading in paid subscribed shares (BTA) is 10 December 2021. The new shares are expected to start trading on Nasdaq First North Growth Market on or about 16 December 2021.

Advisers
Danske Bank A/S, Danmark, Sverige Filial is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Guard Therapeutics in connection with the Rights Issue.

IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Guard Therapeutics. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in Guard Therapeutics has only been made through the Prospectus and the supplementary prospectus that was published by the Company on 24 November 2021 and which is part of, and shall in all respects be read together with, the Prospectus. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company’s website (www.guardtherapeutics.com). The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares or any other securities. This release is however not a prospectus in accordance to the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and 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 shares or other securities in Guard Therapeutics. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in Guard Therapeutics have been registered, and no shares or other securities 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 of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available 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 of America.

Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with 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 other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

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 the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.