The board of directors of Bioservo resolves on a fully secured rights issue of units of approximately MSEK 37
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.
The board of directors of Bioservo Technologies AB ("Bioservo" or the "Company") has resolved, based on the authorisation from the Annual General Meeting held on April 25, 2023, to carry out an issue of units of a maximum of approximately MSEK 37 with preferential rights for existing shareholders (the "Rights Issue"). The Rights Issue is carried out through issuing shares and warrants ("Units"). One Unit consists of three (3) new shares and one (1) new warrant of series TO3. The subscription price amounts to SEK 1.95 per Unit, corresponding to SEK 0.65 per share, as the warrants are issued without consideration. The Rights Issue aims to enable the expansion of Carbonhand to the US market and to support further growth and development of the Company's operations and production capacity. The Rights Issue is 100 percent secured through subscription undertakings and guarantee commitments as well as non-binding intentions to subscribe. Upon full exercise of all warrants of series TO3 issued through the Rights Issue, the Company may receive an additional maximum of approximately MSEK 38 before issue costs.
The Rights Issue in summary:
- New issue of a maximum of 18,957,984 Units with preferential rights for the Company's existing shareholders.
- The subscription price amounts to SEK 1.95 per Unit, corresponding to SEK 0.65 per new share, which, assuming that the Rights Issue is fully subscribed, results in the Company receiving approximately MSEK 37 before deduction of issue costs.
- For each existing share held in the Company on the record date May 24, 2023, two (2) unit rights are obtained. Three (3) unit rights entitle to subscription of one (1) Unit during the period May 26 - June 9, 2023.
- One (1) Unit consists of three (3) shares and one (1) warrant of series TO3 without consideration. One (1) warrant of series TO3 entitles the holder to subscribe for one (1) new share during the period December 6 - December 20, 2023.
- Major shareholders have expressed their support for the Rights Issue through subscription undertakings and non-binding intentions to subscribe amounting to approximately MSEK 16.1, corresponding to approximately 43.6 percent of the Rights Issue. Furthermore, the Company has entered into guarantee commitments of approximately MSEK 20.9, corresponding to approximately 56.4 percent of the Rights Issue. The Rights Issue is thus 100 percent secured. The guarantee commitments consist partly of a so-called top guarantee and partly of a bottom guarantee. The subscription undertakings and guarantee commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
Background and reasons
Bioservo is an innovative technology company, operating in the development and manufacture of so-called exoskeletons in the form of high-tech and intuitive grip-reinforcing gloves. The Company develops products and services for two different business segments, industry and the healthcare sector. In the industrial segment, the Company provides grip-strengthening gloves to reduce the risk of repetitive strain injuries and incidents during hand-intensive and repetitive tasks, as well as software to create automatic digital risk reports as a basis for decision-making for companies' ergonomists and safety managers. In the healthcare sector, the Company provides grip-enhancing gloves to patients with impaired grip strength and hand function to provide increased independence and the ability to keep moving, thereby providing increased quality of life.
The Company's products are in the borderland between bionics and robotics and are based on the patented SEMTM technology, which enables the development of products that are lightweight, flexible and intuitive with possibilities to collect data and offer digital services such as ergonomic risk analysis. The Company has also coined the term Motional IntelligenceTM, which means portable technology that amplifies the user's natural strength, uses collected data from each movement to predict what comes next, prepares to be there when needed, to help the user stay steady and strong.
Considering the initiated commercialization of Carbonhand® 2.0 and the initial sales success of Ironhand® 2.0, the board of directors of Bioservo has decided on new financial targets, which means that the Company will become cash flow positive in 2025 and at the same time reach MSEK 100 in turnover. To achieve these goals, the Company intends to strengthen the commercial organization and the Company's production capacity. Bioservo believes that the Company's existing working capital is not sufficient to meet the increasing demand in accordance with the Company's business plan and thereby achieve the targets. Considering this, the Company's board of directors has resolved on the implementation of the Rights Issue.
To enable continued growth and expansion, the upcoming Rights Issue is carried out. Upon full subscription in the Rights Issue, the Company will receive net proceeds of approximately MSEK 31.8 after deduction of issue costs of approximately MSEK 5.2. The net proceeds at full subscription are intended to be available for the following uses, listed in order of priority:
- Sales and regulatory investments in the US, 35 percent
- Expansion of commercial organization, 10 percent
- Sales investments in the EU and the rest of the world, 15 percent
- Strengthening of working capital, operating activities, 25 percent
- Efficiency improvements for increased production capacity and cost efficiency of production, 15 percent
Preliminary timetable for the Rights Issue
May 24, 2023: Estimated date for publication of prospectus
May 24, 2023: Record date for participation in the Rights Issue
May 26 – June 5, 2023: Trading in unit rights
May 26 – June 9, 2023: Subscription period
May 26, 2023 - Until the Rights Issue is registered with the Swedish Companies Registration Office: Trading in BTU (paid subscribed unit)
June 13, 2023: Estimated date for publication of the outcome of the Rights Issue
Summary of the Rights Issue
The right to subscribe for Units is granted with preferential rights to the Company's shareholders. For each existing share held in the Company on the record date May 24, 2023, two (2) unit rights are obtained. Three (3) unit rights entitle to subscription of one (1) Unit during the period May 26 – June 9, 2023. The subscription price for one (1) Unit is SEK 1.95, corresponding to SEK 0.65 per new share. The warrants are issued without consideration. One (1) Unit consists of three (3) shares and one (1) warrant of series TO3.
One (1) warrant of series TO3 entitles the holder to subscribe for one (1) new share during the period December 6 - December 20, 2023, at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company's share during the period November 22 - December 5, 2023, however not less than the share's quota value (currently SEK 0.20) and not more than SEK 2.
If all Units are not subscribed for with unit rights (i.e. with preferential rights), the board of directors shall, within the maximum amount of the Rights Issue, resolve on allotment of Units subscribed for without unit rights. Allocation shall then be made in the following order:
- First, allotment shall be made to those who also have subscribed for Units with unit rights (regardless of whether they were shareholders on the record date or not) in relation to the number of unit rights that have been used for subscription of Units and, to the extent that this cannot be done, by the drawing of lots.
- Second, allotment shall be made to any other person who has registered for subscription of Units in the issue without unit rights and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of Units that each of them have subscribed for and, to the extent that this cannot be done, by the drawing of lots.
- Third, allotment shall be made to those who have provided guarantee commitments regarding the subscription of Units, in proportion to such commitments.
Upon full subscription in the Rights Issue, the Company will receive approximately MSEK 37 before issue costs. Upon full exercise of all warrants issued through the Rights Issue a maximum of an additional approximately MSEK 38 before issue costs may be raised to the Company.
The complete terms and conditions for the Rights Issue and information about Bioservo will be presented in the prospectus regarding the Rights Issue that will be published on or around May 24, 2023, and will be available on Bioservo’s website, www.bioservo.com.
Shares and share capital
Through the Rights Issue, the share capital in the Company increases by a maximum of SEK 11,374,790.40, from SEK 5,687,395.40 to SEK 17,062,185.80, through the issuance of a maximum of 56,873,952 shares. The number of shares thus increases from 28,436,977 to a maximum of 85,310,929 shares. The dilution amounts to approximately 66.7 percent if the Rights Issue is fully subscribed.
Upon full subscription in the Rights Issue and upon full exercise of all issued warrants of series TO3, the share capital will increase by an additional SEK 3,791,596.80 and the number of shares by 18,957,984.
Subscription undertakings and guarantee commitments
The Rights Issue is secured to 100 percent, corresponding to approximately MSEK 37, through subscription undertakings and guarantee commitments as well as non-binding subscription intentions. Subscription undertakings and non-binding subscription intentions have been entered into by existing shareholders as well as senior executives and board members and amount to approximately MSEK 16.1, corresponding to approximately 43.6 percent of the Rights Issue. The Company has entered into agreements on guarantee commitments consisting partly of a so-called bottom guarantee of approximately MSEK 13.5, corresponding to approximately 36.4 percent of the Rights Issue, partly of a so-called top guarantee of approximately MSEK 7.4, corresponding to approximately 20 percent of the Rights Issue.
The bottom guarantee ensures, provided that subscription is made at least equivalent to the subscription undertakings, that approximately 80 percent of the Rights Issue is subscribed and paid for. The top guarantee ensures, provided that subscription is made at least corresponding to the subscription undertakings and the bottom guarantee, that approximately 20 percent of the Rights Issue is subscribed and paid for. The guarantee commitments entitle to a cash remuneration of twelve (12) percent of the guaranteed amount of the bottom guarantee and fifteen (15) percent of the guaranteed amount in the top guarantee. Of all the top guarantee commitments, approximately MSEK 4.6, corresponding to approximately 12.4 percent of the Rights Issue, has been entered into without consideration.
Subscription undertakings and guarantee commitments entered into are not secured by bank guarantee, blocking funds, pledging or similar arrangements. More detailed information about the subscription undertakings and the guarantee commitments will be included in the prospectus intended to be published on May 24, 2023, see above.
Redeye AB acts as financial advisor and Advokatfirman Lindahl KB acts as legal advisor to Bioservo in connection with the Rights Issue.
For more information, please contact
Petter Bäckgren, CEO, Bioservo Technologies AB
Phone: +468 21 17 10
Mikael Wester, Marketing Director, Bioservo Technologies AB
Phone: +468 21 17 10
This information is information that Bioservo is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on May 15, 2023, 08:00 AM CEST.
Bioservo Technologies AB is a world-leading company in wearable muscle strengthening systems for people in need of extra strength and endurance. All our innovative products and systems are designed to keep people strong, healthy, and efficient. The company has a unique global position within soft exoskeleton technology for the hand, both for industrial applications to improve the health of workers and to improve the quality of life for people with reduced muscle strength. Bioservo Technologies was founded in 2006 in collaboration between researchers at the Royal Institute of Technology and a doctor at Karolinska University Hospital. Bioservo Technologies is a Swedish public limited company with headquarters in Stockholm.
FNCA Sweden AB is the company’s Certified Adviser on Nasdaq First North.
For more information, please visit www.bioservo.com
This press release and the information herein is not for publication, release, dissemination or distribution, in whole or in part, directly or indirectly, in or into the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa or any other state, territory or jurisdiction in which publication, release, dissemination or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Bioservo Technologies AB. Any offer in respect of any of the Securities will only be made through the prospectus that Bioservo Technologies AB expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the account or benefit of a person who is registered in, these countries. The company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States (including its territories, possessions and the District of Columbia), and unless so registered, may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.
In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Bioservo Technologies AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This press release does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
This press release contains forward-looking statements that reflect Bioservo Technologies AB’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Bioservo Technologies AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Bioservo Technologies AB does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.
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