Q-linea AB (publ) ("Q-linea" or the "Company") (Nasdaq Stockholm: QLINEA) announces the outcome of the Company's rights issue of approximately SEK 322 (the "Rights Issue"), for which the subscription period ended on November 10, 2025. The Rights Issue has been subscribed to approximately 60.1 percent with and without the support of subscription rights, of which approximately 59.8 percent was subscribed for with the support of subscription rights and approximately 0.3 percent was subscribed for without the support of subscription rights. Guarantee commitments of 4,764,445 shares, corresponding to approximately 37.0 percent of the Rights Issue, will thus be utilized. The Rights Issue was thus subscribed to 97.1 percent. The Rights Issue provides the Company with proceeds of approximately SEK 312 million before transaction costs and before set-off of loans. The net cash proceeds from the Rights Issue are estimated to approximately SEK 257 million (assuming all guarantors choose to receive compensation in cash).
About the Rights Issue
On September 18, 2025, Q-linea announced that the board of directors had resolved on a rights issue of up to approximately SEK 322 million, which subsequently was approved by the extraordinary general meeting on October 21, 2025. The Rights Issue consisted of a maximum of 12,873,746 shares and the subscription price was SEK 25 per share. The Rights Issue was covered by subscription and guarantee commitments as well as an intention to subscribe amounting to approximately SEK 275.8 million, corresponding to approximately 85.6 percent of the Rights Issue.
Final outcome
In the Rights Issue, 7,695,779 shares were subscribed for with subscription rights, corresponding to approximately SEK 192 million and 59.8 percent of the Rights Issue. Furthermore, 35,184 shares have been allocated to investors who have subscribed for shares without the support of subscription rights, corresponding to a total amount of approximately SEK 0.9 million and 0.3 percent of the Rights Issue. Together, subscriptions with and without the support of subscription rights correspond to approximately SEK 193 million and 60.1 percent of the Rights Issue. Guarantee commitments of 4,764,445 shares, corresponding to approximately 37.0 percent of the Rights Issue, will thus be utilized. In total, 12,495,408 shares have been allotted to subscribers, corresponding to 97.1 percent of the Rights Issue.
Payment for shares subscribed for by Nexttobe AB will be made through set-off against claims that Nexttobe AB has on the Company. Payment for 1,620,000 shares, corresponding to SEK 40.5 million, will be settled through set-off.
Through the Rights Issue, Q-linea will receive approximately SEK 312 million before deduction of transaction costs and before set-off arrangements. The net cash proceeds from the Rights Issue are estimated to approximately SEK 257 million (assuming all guarantors choose to receive compensation in cash).
Allocation
Those who have subscribed for shares without the support of subscription rights will be allocated shares in accordance with the allocation principles set out in the prospectus published on October 22, 2025. Notice of allocation to those who subscribed for shares without the support of subscription rights is expected to be distributed on or about November 12, 2025. Payment for subscribed and allotted shares shall be made in cash in accordance with the instructions provided in the settlement note. Subscribers who have subscribed for shares through a nominee will receive notification of allocation in accordance with their respective nominee's procedures. Only those who have been allotted shares will be notified.
Q-linea's operations may be considered to conduct protected activities according to the Act (2023:560) on the Review of Foreign Direct Investments. Consequently, an investment in shares in the Rights Issue that results in an investor acquiring a shareholding equivalent to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company after the completion of the Rights Issue must be reported to the Inspectorate for Strategic Products ("ISP") before the investment may be completed. The investment may not be executed until the Inspectorate for Strategic Products has either taken no action on the notification within the prescribed timeframe or has approved the investment.
Trading in BTA
Trading in BTA (paid subscribed shares) is currently conducted on Nasdaq Stockholm and will cease after the main part of the Rights Issue has been registered with the Swedish Companies Registration Office. BTA will then be converted into ordinary shares. The last day of trading in BTA is estimated to be November 14, 2025.
Number of shares, share capital and dilution
Through the Rights Issue, the number of ordinary shares in Q-linea will increase by 12,495,408 from 6,436,873 to 18,932,281, and the share capital will increase by SEK 1,249,540.80 from SEK 643,687.30 to SEK 1,893,228.10, corresponding to a dilution effect of approximately 66 percent of the total number of shares and votes in the Company.
Advisers
Handelsbanken is acting as financial advisor in connection with the Rights Issue. Advokatfirman Lindahl is acting as legal advisor.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights, or other securities in Q-linea AB (publ). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not a prospectus for the purpose of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation"). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in a prospectus. Any invitation to those entitled to subscribe for shares in Q-linea AB (publ) is made solely through the prospectus which Q-linea AB (publ) published on October 22, 2025.
This press release or information herein may not, in whole or partly, be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore, the United States, Russia or Belarus or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what is required pursuant to Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, paid subscribed shares (BTA) or new shares have or will be registered under the United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the 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.
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 announcement 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 (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.
For more information, please contact:
Stuart Gander, President & CEO, Q-linea
Stuart.Gander@qlinea.com
Christer Samuelsson, CFO /IR, Q-linea AB
Christer.Samuelsson@qlinea.com
+46 (0) 70-600 15 20
About Q-linea
Q-linea's rapid AST system, ASTar®, accelerates and simplifies the time-sensitive workflows faced during the treatment of patients with bloodstream infections and sepsis. Hospitals use ASTar to vastly reduce the time to optimal antimicrobial therapies and ensure that patients receive the correct treatments sooner - when time matters most. We are helping to create sustainable healthcare, now and in the future, and safeguard the effectiveness of antibiotics for generations to come.
Q-linea is headquartered in Uppsala, Sweden and has regional offices in Italy and the USA, with partnerships worldwide.
ASTar Instrument and ASTar BC G- Consumable kit are CE-IVD marked and FDA 510(k) cleared. For more information, please visit www.qlinea.com