GOTHENBURG, 11 June 2025 - Isofol Medical AB (publ), (Nasdaq Stockholm: ISOFOL), held its extra ordinary general meeting today at which the following main resolutions were passed by the shareholders.
The information in the press release is intended for investors.
Resolution to approve the Board of Directors decision on new issue of units entitling to shares and warrants without deviation from the shareholders' preferential rights
It was resolved to approve the Board of Director's decision on 12 May 2025, to issue new units entitling to shares and warrants without deviation from the shareholders' preferential rights. In summary, the decision entails a new issue of a maximum of 107 676 960 shares, 35 892 320 warrants of series TO1 and 35 892 320 warrants of series TO2 with preferential rights for shareholders, entailing an increase in the share capital by a maximum of 5 494 725 SEK (excluding potential increase in case of possible exercise of the issue authorizations below). Anyone who on the record date of 16 June 2025 is registered as shareholders in Isofol will receive one (1) unit right for each one (1) existing share in Isofol. Eighteen (18) unit rights entitle the holder to subscribe for one (1) unit. Each unit consists of twelve (12) shares, four (4) warrants of series TO1, and four (4) warrants of series TO2. One warrant of series TO1 entitles the holder to subscribe for one (1) share in the Company. One warrant of series TO2 entitles the holder to subscribe for one (1) share in the Company. The subscription price in the rights issue amounts to SEK 9.6 per unit, corresponding to SEK 0.80 per share. The warrants are issued free of charge.
In addition and related to the authorizations below, the terms and conditions for the warrants of series TO1 and TO2 include a combined maximum of 3,776,580 warrants related to potential guarantee compensation to those who have provided guarantee commitments in the rights issue and a maximum of 8,333,328 warrants that may be issued within the framework of the over-allotment issue that may be decided by the Board of Directors and is conditional upon the rights issue being fully subscribed.
For further information about the rights issue, please see previously published press releases from 12 May 2025 and 5 June 2025.
Resolution to authorise the Board of Directors to resolve on a new issue of shares and warrants to guarantors
It was resolved to authorise the Board of Directors to, for the period until the end of the next Annual General Meeting, on one or more occasions and with deviation from the shareholders' preferential rights, resolve on new issue of shares and warrants. The right to subscribe for shares and warrants shall be granted to those who have entered into guarantee undertakings to guarantee the rights issue announced by the company on 12 May 2025.
Upon exercise of the authorisation, the terms and conditions for shares and warrants shall be the same as in the rights issue. The number of shares and warrants that may be issued pursuant to the authorisation may in total amount to a maximum of the total number of shares and warrants corresponding to the agreed guarantee compensation that the company has to pay to the guarantors. The subscription price for shares and warrants will, after taking into account the market-based issue discount and after negotiations with guarantors at arm's length basis, correspond to the subscription price that shall prevail in the rights issue and which the Board of Directors overall has deemed to be on market terms. The warrants are issued free of charge.
The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out the issue of shares and warrants as guarantee compensation to the guarantors.
Resolution to authorise the Board of Directors to resolve on a new issue of shares and warrants in case of over-allotment in the rights issue
It was resolved to authorise the Board of Directors to, for the period until the end of the next Annual General Meeting, on one or more occasions and with deviation from the shareholders' preferential rights, resolve on new issue of shares and warrants.
The exercise of the authorization shall be conditional upon the rights issue announced by the company on 12 May 2025 being fully subscribed. Upon exercise of the authorization, the terms and conditions for shares and warrants shall be the same as in the rights issue. The total number of shares and warrants that may be issued under the authorization may not exceed an amount of SEK 10,000,000. The subscription price for the shares and warrants will, after taking into account a market-based issue discount and after negotiation with investors at arm's length, correspond to the subscription price that shall prevail in the rights issue and the Board of Directors has overall deemed to be on market terms. The warrants are issued free of charge.
If the Board of Directors decides on a share issue with deviation from the shareholders' preferential rights, the reason shall be to satisfy external interest from professional investors and thereby strengthen Isofol's shareholder base.
Resolution to adopt new articles of association
It was resolved to adopt new articles of association, including the below changes.
| Current wording | Resolved wording |
| 4 § The share capital shall be not less than SEK 2,250,000 and not more than SEK 9,000,000. | 4 § The share capital shall be not less than SEK 4,900,000 and not more than SEK 19,600,000. |
| 5 § The number of shares shall be not less than 74,500,000 and not more than 298,000,000. | 5 § The number of shares shall be not less than 160,000,000 and not more than 640,000,000. |
For more information, please contact
Isofol Medical AB (publ)
Petter Segelman Lindqvist, Chief Executive Officer
E-mail: petter.s.lindqvist@isofolmedical.com
Phone: +46 (0) 739 60 12 56
Margareta Hagman, CFO
E-mail: margareta.hagman@isofolmedical.com
Phone: + 46 (0) 738-73 34 18
The information was submitted for publication, through the agency of the contact persons set out above, at 14:00 CEST on 11 June 2025.
About Isofol Medical AB (publ)
Isofol Medical AB (publ) is a research-based biotechnology company working to improve the prognosis for patients with severe forms of cancer. The company's drug candidate arfolitixorin aims to increase the effect of first-line standard treatment for several forms of solid tumors and is currently being studied in colorectal cancer, the world's third most common cancer, where the medical need for better treatments is urgent. A phase Ib/II study is now being conducted with a new dosing regimen that is expected to optimize the effect of the drug candidate. Isofol Medical AB (publ) is traded on Nasdaq Stockholm.
www.isofolmedical.com
