Qlife Holding AB ("Qlife" or the "Company") has entered into a non-binding letter of intent ("Letter of Intent") with Hipro Biotechnology Co., Ltd., registration no. 91130100794182204D, ("Hipro") regarding a potential merger in the form of a reverse takeover ("Transaction") of Hipro, a Chinese med-tech company. According to the Letter of Intent, Qlife will acquire Hipro and issue new shares to Hipro's shareholders, meaning that Hipro's shareholders will hold approximately 83.3 percent of the outstanding shares in Qlife after the Transaction. The purchase price for Hipro is based on a share value of USD 75 million and payment will be made in the form of issued promissory notes that are set off against newly issued shares in Qlife based on a share value for Qlife of USD 15 million, implying a value of Qlife of USD 90 million after the Transaction. The Transaction will constitute a reverse takeover and is conditional upon, i.a., the signing of a share purchase agreement between Qlife and the shareholders of Hipro, Nasdaq Stockholm's approval of the combined company for continued listing, shareholders' meeting resolutions in Qlife, Qlife's completion of due diligence on Hipro with satisfactory results, and regulatory approval from the Swedish Inspectorate of Strategic Products ("ISP").
The Transaction in short
- Qlife and Hipro have collaborated since 2023 and have now entered a Letter of Intent to join forces through a reverse takeover.
- Hipro's shareholders will hold approximately 83.3% of the shares in Qlife after the Transaction.
- The Transaction is conditional upon, among other things, the signing of a share purchase agreement with the shareholders of Hipro, Nasdaq Stockholm's approval, shareholders' meeting resolutions in Qlife, satisfactory due diligence results, and regulatory approval from the Swedish Inspectorate of Strategic Products (ISP).
- The aim is to complete the Transaction during the fourth quarter of 2025.
- The Transaction constitutes a "change of identity" and therefore requires a new listing process.
- Hipro's majority owner, Hao Shushun, will own approximately 37.7% of the shares in Qlife after the Transaction and intends to apply for an exemption from the mandatory takeover offer requirement.
- Qlife plans to propose a name change as part of the Transaction.
Rationale and background
Qlife and Hipro have collaborated since late 2023, united by a shared vision to transform point-of-care diagnostics by bringing lab-grade testing into people's homes. Both companies are innovation-driven and possess strong intellectual property portfolios that form the foundation of their respective technologies. Operating in the fast-growing decentralized diagnostics market, they are aligned in their mission to address the global shift of non-acute care from hospitals to home settings.
Through their collaboration, the companies have identified strong strategic alignment and complementary strengths. They have jointly concluded that a merger in the form of a reverse takeover would unlock significant mutual value and create a highly competitive and globally integrated MedTech company.
The transaction is expected to accelerate Qlife's commercial expansion, particularly in Asia and ultimately globally, by leveraging Hipro's well-established infrastructure and proven expertise in guiding diagnostic products from development through regulatory approval to full commercial launch. Hipro, in turn, will benefit from Qlife's proprietary platform technology, commercial network, and know-how to support its strategic expansion into the European market.
In addition to geographic and commercial synergies, the combined entity is expected to realize substantial operational and technical efficiencies, including the accelerated development of co-created product lines, such as the recently launched women's health test product line. By combining Hipro's strong IP portfolio, product development experience and regulatory/commercial execution capabilities, with Qlife's innovation, technology and IP portfolio, the companies are well positioned to advance a joint offering that strengthens their presence in the global point-of-care diagnostics market.
"When we attended the AACC meeting in the U.S. in the summer of 2023, we could not have imagined that this would mark the beginning of such an inspiring and valuable partnership and genuine friendship with the Hipro team. The past year, has demonstrated how strong our companies complement each other. We've been deeply impressed by Hipro's company culture, innovation, discipline, and effectiveness, a reflection of the vision and leadership of its founder, Mr. Shushun Hao. By combining Hipro's execution strength with Qlife's Egoo platform, we believe we can make a true global impact in decentralized biomarker testing - from Hospital-at-Home to pharmacies and beyond" - Says Thomas Warthoe, CEO of Qlife.
"When I saw the small and handy Egoo device and understood its impressive capabilities, it felt natural for me to express my sincere interest and invite the Qlife team to Hipro's headquarters in Shijiazhuang. Since then, we've been very impressed by both the Egoo platform and the Qlife team. We've worked hard to integrate our highly purified reagents into the platform and expect to commercialize it in China - and now also beyond - in the near future. We've developed a strong connection with the Qlife team. In fact, we've named the joint project 'OneFamily,' reflecting our shared goal and commitment to mutual success. We look forward to working together as one company, learning more about Swedish culture, and meeting new people and investors." - Says Shushun Hao, CEO of Hipro.
Information about Hipro
Hipro Biotechnology Corp, founded in 2006, is a leading point-of-care company in China with sales to more than 14,000 hospitals in China. The company provides first-in-class products to its customers in China, Middle East, Europe, US and other parts of the world. Hipro focuses on R&D, manufacturing, marketing, and relevant services of Point-of-Care products. Hipro has 350 employees, owns 210 issued patents and 12 international PCT patent applications. Hipro's product lines are CE-marked and during 2024 the company achieved its first FDA 510k approval in the USA on the important HbA1c biomarker for diabetes Type2 diagnosis. Hipro has production bases in Hebei Province launched in a 3.69 acres industrial park project in China Medical City. Furthermore, the company has an R&D Center in Silicon Valley, USA and microfluidic R&D Center in Freiburg, Germany.
For more information, see Hipro's website, https://www.hipro.us/.
Transaction
Qlife has today entered into the Letter of Intent with Hipro. The Transaction entails that Qlife acquires Hipro and issues new shares to Hipro's shareholders, meaning that Hipro's shareholders will hold approximately 83.3 percent of the shares in Qlife after the Transaction. The completion of the Transaction, including the final terms, is conditional upon a share purchase agreement being entered into between Qlife and the shareholders of Hipro, and will be subject to a number of conditions, including necessary resolutions by an extraordinary general meeting in Qlife and approval from Nasdaq Stockholm. The Transaction will also be subject to approval by ISP as some Hipro's shareholders' subscription of consideration shares in Qlife is subject to notification. It may be subject to approval by local authorities. Provided that a share purchase agreement is entered into, the ambition is to complete the Transaction during the fourth quarter of 2025. The signed Letter of Intent provides a framework for the parties to work toward a final share purchase agreement. However, there remains a risk that not all conditions will be met, which could result in the Transaction not being completed.
The final decision to enter into a share purchase agreement will be made after customary due diligence has been completed. Subject to all conditions being met, the board of Qlife intends to convene an extraordinary general meeting to adopt all necessary resolutions, including a resolution to issue the consideration shares to the shareholders of Hipro. If a share purchase agreement is entered into regarding the acquisition of Hipro, Qlife will include a timeline for the Transaction and the listing process in the press release regarding the share purchase agreement. The Transaction will mean that Qlife undergoes substantial changes and therefore is considered to be an entirely new entity, "change of identity", post Transaction. A new listing process for Qlife on Nasdaq First North Growth Market will therefore be required. Due to the listing process and provided that Nasdaq Stockholm approves the listing, a company description will be published. As part of the Transaction, Qlife also intends to propose a name change. If a share purchase agreement has not been entered into by 5 October 2025, the Letter of Intent will expire. However, each party has the right to terminate the Letter of Intent in advance with one month's notice.
Ownership structure after the Transaction
The proposed Transaction constitutes a reverse takeover whereby payment for all shares in Hipro will be made through promissory notes to the sellers of Hipro which will be entirely set off against new shares in Qlife. After the Transaction, the current shareholders of Hipro, calculated on the existing number of shares in Qlife, will hold approximately 83.3 percent of the shares and votes in the Company and the current shareholders in the Company will hold approximately 16.7 percent of the shares and votes in the Company. Through the Transaction, the majority owner of Hipro, Hao Shushun, will acquire an ownership interest in Qlife corresponding to approximately 37.7 percent of the total number of shares and votes in Qlife after the Transaction. Hao Shushun intends to apply for an exemption from the requirement to make a mandatory takeover offer for all shares in Qlife, which Hao Shushun would otherwise be subject to in accordance with the Stock Market Self-Regulation Committee's Takeover Rules for certain trading platforms.
Application for continued listing on Nasdaq First North Growth Market
Since the Transaction will entail that Qlife undergoes substantial changes and therefore is considered to be an entirely new entity, "change of identity", a new listing process will be required, which means that Nasdaq must approve the combined company for continued listing. Due to this, the share will get observation status and, provided that Nasdaq approves the listing, a company description will be published.
Exemption from mandatory takeover offer
One of the sellers of Hipro, Hao Shushun, will through the Transaction reach a shareholding in Qlife corresponding to at least approximately 37.7 percent of the total number of shares in Qlife after the Transaction. According to the Stock Market Self-Regulation Committee's takeover rules for certain trading platforms, Hao Shushun will thus be required to make a mandatory takeover offer for all shares in Qlife (so-called mandatory takeover offer). Hao Shushun intends to apply to the Swedish Securities Council for an exemption from such a mandatory takeover offer.
Extraordinary General Meeting
Subject to all conditions being met, the board of Qlife intends to convene an extraordinary general meeting to make all necessary decisions, including a resolution to issue the consideration shares to the shareholders of Hipro.
This disclosure contains information that Qlife Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 2025-06-05 08:00 CET.
For more information please contact:
Thomas Warthoe, CEO
tw@egoo.health
+45 21 63 35 34
Qlife is a Swedish company based in Göteborg, which develops and markets an innovative medical technology platform, Egoo.Health ("Egoo"), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company's Certified Adviser. For additional information, please visit www.qlifeholding.com.
