On Wednesday, 27 May 2026, the Annual General Meeting of NextCell Pharma AB (publ), reg. no. 556965-8361 ("NextCell" or the "Company"), was held. A summary of the resolutions adopted at the Annual General Meeting is set out below. All resolutions were adopted with the required majority. For more detailed information regarding the content of the resolutions, reference is made to the notice convening the Annual General Meeting and the complete proposals for resolutions, which have previously been published and are available on the Company's website, www.nextcellpharma.com.
Presentation by the CEO
Mathias Svahn presented an updated strategic direction and branding for NextCell. The Company has now transitioned from the former ProTrans name to NXTCL as the common naming structure for its drug candidates, more clearly reflecting the platform-based technology and enabling a more cohesive product family across multiple indications. NXTCL, pronounced "NextCell," is also the Company's ticker symbol on Nasdaq First North Growth Market. Both NEXTCELL and NXTCL are registered trademarks and form the foundation of the Company's long-term brand strategy, where NXTCL is used for drug candidates and NEXTCELL for research and development products.
NextCell is simultaneously implementing an update of the Company's visual identity, including a new logo, new presentation and reporting formats, and, in the longer term, an updated website. The Company has also applied for trademark protection for the new logo. The new symbol-based logo has been developed to function as a standalone mark on smaller products and packaging where the full company name cannot be displayed, while still maintaining brand recognition.
The purpose is to position NextCell more clearly as a dedicated biotech company with a platform for the development of high-quality cell therapies targeting autoimmune and inflammatory diseases. Type 1 diabetes remains the Company's primary focus and is currently the indication driving most of the Company's value. At the same time, the Company sees significant potential in expanding the platform into additional inflammatory disease areas where immunomodulatory cell therapy can address major unmet medical needs.
The Company currently has four drug candidates within the NXTCL platform: NXTCL-T1D for type 1 diabetes, NXTCL-VRD for severe virus-induced pneumonia, NXTCL-nRD for the treatment of premature infants with underdeveloped lungs, and NXTCL-CNS for inflammatory diseases of the central nervous system. The latter two candidates are still in the preclinical research and development phase.
In parallel, the Company recently launched its first research and development product together with FUJIFILM Biosciences, NEXTCELL-MSC RUO, targeting pharmaceutical companies and academic researchers. NEXTCELL is used as the product platform for commercial research products, while NXTCL is used for the Company's drug candidates.
Adoption of the balance sheet and income statement, appropriation of profits, and discharge from liability
The Annual General Meeting adopted the Company's income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.
The Annual General Meeting resolved to dispose of the Company's results in accordance with the Board of Directors' proposal, meaning that no dividend will be paid for the financial year 2025 and that the result for the year will be carried forward.
The Annual General Meeting granted the Board of Directors and the CEO discharge from liability for the management of the Company during the 2025 financial year.
Election of the Board of Directors and auditor, and determination of Board and auditor remuneration
For the period until the end of the next Annual General Meeting, the AGM resolved to re-elect the current Board members Hans-Peter Ekre, Eva Sjökvist Saers, Edvard Smith and Camilla Myhre Sandberg. Hans-Peter Ekre was re-elected Chairman of the Board.
The Annual General Meeting resolved that Board remuneration shall amount to SEK 180,000 for the Chairman of the Board and SEK 120,000 for each of the other Board members.
The Annual General Meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as the Company's auditor for the period until the end of the next Annual General Meeting. Öhrlings PricewaterhouseCoopers AB has announced that Sebastian Ionescu will be appointed auditor in charge. The Annual General Meeting resolved that remuneration to the auditor shall be paid in accordance with approved accounts.
Resolution regarding amendment of the instructions to the Nomination Committee
The Annual General Meeting resolved, in accordance with the Nomination Committee's proposal, to amend the previously adopted instructions for the Nomination Committee. The amendments relate, inter alia, to the timing of the appointment of the Nomination Committee, in light of the Company having changed its financial year from a broken financial year to a calendar year, as well as adjustments regarding the principles for changes to the composition of the Nomination Committee, in order to enhance the Committee's ability to reflect the ownership structure of the Company in the event of such changes.
Resolution regarding amendment of the Articles of Association
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to amend the Articles of Association regarding the limits for the share capital and the number of shares.
Resolution regarding the implementation of Long-Term Incentive Program 2026/2029 I and issue of warrants
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to implement a long-term warrant-based incentive program ("Warrant Program 2026/2029 I") directed to senior executives and other key personnel within the Group. The Warrant Program 2026/2029 I comprises a maximum of 19 participants and a maximum of 2,775,000 warrants with a term of approximately three years.
Each warrant entitles the holder to subscribe for one share in the Company during the period from 25 June 2029 up to and including 20 August 2029 at a subscription price corresponding to 400 percent of the volume-weighted average price paid for the Company's share on Nasdaq First North Growth Market during the period from 28 May 2026 up to and including 10 June 2026. Upon full exercise of all warrants, a total of 2,775,000 shares may be issued, corresponding to a dilution of approximately 2.15 percent of the total number of shares and votes in the Company.
Resolution regarding authorization for the Board of Directors to resolve on new share issues and the issuance of warrants and/or convertibles
The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors, on one or several occasions until the next Annual General Meeting, to resolve on an increase of the Company's share capital through the issuance of shares, warrants and/or convertibles, with or without deviation from the shareholders' preferential rights.
The total number of shares covered by such new issues may not exceed, in aggregate, 20 percent of the registered number of shares in the Company at the time the Board of Directors first exercises authorization. Payment may be made not only in cash, but also by contribution in kind, set-off, or otherwise subject to conditions.
Resolution regarding the implementation of Long-Term Incentive Program 2026/2029 II and issue of warrants
The Annual General Meeting resolved, in accordance with a proposal from major shareholders, to implement a long-term warrant-based incentive program ("Warrant Program 2026/2029 II") directed to the members of the Board of Directors of the Company. The Warrant Program 2026/2029 II comprises a maximum of 1,000,000 warrants with a term of approximately three years.
Each warrant entitles the holder to subscribe for one share in the Company during the period from 25 June 2029 up to and including 20 August 2029 at a subscription price corresponding to 400 percent of the volume-weighted average price paid for the Company's share on Nasdaq First North Growth Market during the period from 28 May 2026 up to and including 10 June 2026. Upon full exercise of all warrants, a total of 1,000,000 shares may be issued, corresponding to a dilution of approximately 0.78 percent of the total number of shares and votes in the Company.
Furthermore, under the same assumptions as above, all 3,775,000 warrants issue under the Warrant Program 2026/2029 I and the Warrant Program 2026/2029 II be exercised for subscription of shares in the Company, this would result in a dilution of approximately 2.90 percent.
Huddinge, May 27, 2026
NextCell Pharma AB (publ)
For more information, please contact:
Mathias Svahn, CEO
Eric Gustafsson, CFO
Tel: +46 (0)8-735 55 95
E-mail: info@nextcellpharma.com
Website: www.nextcellpharma.com
LinkedIn: https://www.linkedin.com/company/15255207/
Twitter: https://twitter.com/NextCellPharma
Certified Adviser
The company's shares are listed on the Nasdaq First North Growth Market.
RedEye Nordic Growth AB is the company's Certified Adviser.
About NextCell Pharma AB
NextCell is a clinical-stage cell therapy company developing the proprietary NXTCL platform for the treatment of immune-mediated diseases, with a primary candidate in type 1 diabetes. NXTCL is designed to enable allogeneic cell therapies with controlled immunomodulation, consistent potency and scalable manufacturing. The company's lead program in type 1 diabetes has shown potential to preserve insulin production and slow disease progression for several years after a single treatment. The group also includes the wholly owned subsidiaries Cellaviva, Qvance and NextCell Sverige. The company was founded in 2014 and is headquartered in Huddinge next to the Karolinska University Hospital.
