Nanologica AB (publ) ("Nanologica" or the "Company") held an extraordinary general meeting today at which the following resolutions were passed.
For more detailed information on the content of the resolutions, please refer to the complete notice of the extraordinary general meeting, which is available on the Company's website, www.nanologica.com.
Adoption of new articles of association
The general meeting resolved to amend the articles of association, whereby the limits of the articles of association for share capital (item § 4) and number of shares (item § 5) are amended (other parts shall apply unchanged). The share capital shall amount to a minimum of SEK 14,025,000 and a maximum of SEK 56,100,000. The number of shares shall be not less than 275,000,000 and not more than 1,100,000,000.
Resolution on approval of the board of directors' resolution on a new issue of shares with deviation from the shareholders' preferential rights (set-off issue)
The general meeting resolved, in accordance with the proposal put forward by the board of directors under item 7 on the agenda, to approve the board of directors' resolution of January 30, 2026 on a new issue of shares with deviation from the shareholders' preferential rights (set-off issue).
The right to subscribe for new shares shall, with deviation from the shareholders' preferential rights, be granted to Ardena Sweden AB. The reason for the deviation from the shareholders' preferential rights is to fulfill the Company's obligations under the share purchase agreement that the Company has entered into with Ardena regarding the acquisition of all shares in Ardena Södertälje AB. According to the terms and conditions of the share purchase agreement, the purchase price shall be paid by a promissory note which is offset against newly issued shares in the Company.
The set-off issue comprises a new issue of not more than 21,453,780 shares, corresponding to an increase of the Company's share capital by a maximum of SEK 1,094,143. Each share is issued at a price of SEK 0.40 per new share. The subscription price corresponds to the price at which shares are issued in accordance with the board of directors' resolution of January 30, 2026 on a rights issue of shares.
Resolution on approval of the board of directors' resolution on a new issue of shares with deviation from the shareholders' preferential rights (directed issue)
The general meeting resolved, in accordance with the proposal put forward by the board of directors under item 8 on the agenda, to approve the board of directors' resolution of January 30, 2026 on a new issue of shares with deviation from the shareholders' preferential rights (directed issue).
The right to subscribe for new shares shall, with deviation from the shareholders' preferential rights, be granted to a limited group of pre-announced investors. The purpose of the directed share issue and the reason for the deviation from the shareholders' preferential rights is that the board of directors deems it necessary to carry out financing in a time and cost-effective manner in order to quickly meet the Company's liquidity needs through a combination of a smaller directed issue and a rights issue carried out on the same terms. By combining the directed share issue with a rights issue, existing shareholders are given the opportunity to defend their ownership and subscribe for shares on the same terms as the external investors participating in the directed share issue. The Company's CEO Andreas Bhagwani participates in the directed share issue through his wholly-owned company Vega Bianca AB with an amount corresponding to his pro-rata share in the rights issue, on the same terms as other shareholders, which enables the Company to receive the issue proceeds before the rights issue has been completed. In addition, the board of directors believes that it is strategically valuable for the Company to broaden the ownership group with an external investor through the directed share issue.
The directed share issue comprises a new issue of not more than 12,750,000 shares, corresponding to an increase of the Company's share capital by a maximum of SEK 650,250. Each share is issued at a price of SEK 0.40 per new share. The subscription price corresponds to the price at which shares are issued in accordance with the board of directors' resolution of January 30, 2026 on a rights issue of shares.
Resolution on approval of the board of directors' resolution on a new issue of shares with preferential rights for existing shareholders
The general meeting resolved, in accordance with the proposal put forward by the board of directors under item 9 on the agenda, to approve the board of directors' resolution of January 30, 2026 on a new issue of shares with preferential rights for existing shareholders.
The rights issue comprises a new issue of not more than 206,196,246 shares, corresponding to an increase of the Company's share capital by a maximum of SEK 10,516,008.55. Each share is issued at a price of SEK 0.40 per new share. The right to subscribe for new shares shall be granted with preferential rights to those who are registered as shareholders in the Company on the record date for the rights issue. One (1) existing share on the record date of March 9, 2026 entitles to one (1) subscription right. Three (3) subscription rights entitle to subscribe for seven (7) new shares. In addition, investors are offered the opportunity to apply for subscription of shares without subscription rights. The subscription period is expected to run from March 11, 2026 up to and including March 25, 2026.
Resolution on authorization for the board of directors to resolve on new issues of shares to guarantors
The general meeting further resolved to authorize the board of directors to, for the period until the end of the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions of set-off or other conditions, resolve on the issue of shares to the guarantors of the rights issue.
Upon exercise of the authorization, the terms and conditions for shares shall be the same as in the rights issue. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out an issue of shares as guarantee compensation to the guarantors. The number of shares that may be issued pursuant to the authorization may in total amount to a maximum of the total number of shares corresponding to the agreed guarantee fee that the Company is required to pay to the guarantors.
Resolution on the number of board members, election of a new board member, and resolution on fees
The general meeting resolved to increase the number of board members from five (5) to six (6), and to elect Jeremie Trochu as a new member of the board of directors for the period until the end of the next annual general meeting. It was further resolved that Jeremie Trochu shall receive remuneration in accordance with the remuneration for other members, adjusted with regard to the time of his appointment during the financial year.
For further information, please contact
Johanna Johansson
Director IR, Communications and Marketing
johanna.johansson@nanologica.com
+46 72 211 21 90
About Nanologica AB (publ)
Nanologica is a Swedish life science tools company that develops, manufactures, and sells advanced consumables to pharmaceutical manufacturers. Nanologica's products are specially developed for the purification of peptide drugs, such as insulin and GLP-1 analogues. Due to effective purification and a long lifetime for the products, they can increase productivity and reduce costs for pharmaceutical manufacturers. Nanologica operates in a global niche market that is growing as a result of increased demand for drugs for the treatment of diabetes and obesity. The company's mission is to increase access to cost-effective drugs through its purification products and thereby contribute to more patients around the world having access to life-saving treatments. The company is headquartered in Södertälje and Nanologica's share (NICA) is listed for trading on Nasdaq Stockholm Main Market. For further information, please visit www.nanologica.com.
