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Selskabsmeddelelse

ACARIX CARRIES OUT A DIRECTED SHARE ISSUE OF APPROX. SEK 33.4 MILLION

Acarix
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The Board of Directors of Acarix AB (publ) ("Acarix" or the "Company") has today resolved to carry out a directed share issue of maximum 117,236,844 shares at a subscription price of SEK 0.285 per share (the "Directed Share Issue"), corresponding to proceeds of approx. SEK 33.4 million1 (before issue costs). Investors in the Directed Share Issue consist of a number of US life science investors (including cardiologists) and a circle of qualified Nordic investors (both new and existing shareholders). The subscription price has been determined by the Board of Directors in negotiations with the subscribers and represents a discount of 7.9 percent based on the closing price on Nasdaq First North Premier Growth Market on 5 december, 2025. The Directed Share Issue was resolved pursuant to the authorization granted by the annual general meeting on 13 May 2025.

"Our successful financing round, which includes strong participation from existing shareholders in both the U.S. and the Nordics as well as several new investors, is a clear vote of confidence in Acarix, the CADScor® System, and our long-term strategy. We are especially encouraged by the continued commitment from our U.S. investor base, including cardiologists who see the clinical value of CADScor® first-hand in everyday practice. This support reinforces our belief that we are still in the early stages of unlocking the full potential of our technology. With this new capital, we are well positioned to accelerate commercial execution, advance our innovation pipeline, and continue building momentum toward the next set of positive milestones for patients, providers, and shareholders alike.", comments Acarix CEO Aamir Mahmood.

Jan Poulsen, Chairman of the Board says: “It is gratifying to see the continued support from both our US and Nordic shareholders, and we are also very pleased to welcome new long term Nordic investors. In the Board, we believe that being able to raise new financing in a directed issue with a modest discount under the current market conditions is beneficial to all shareholders. It demonstrates the confidence in Acarix and the potential of its technology. It should be noted, that for legal reasons, the board and management were prevented from participating in this financing.”

The Directed Share Issue

The Board of Directors of Acarix has today resolved to carry out a new issue of maximum 117,236,844 shares with deviation from the existing shareholders' preferential rights. The subscription price of SEK 0.285 per share in the Directed Share Issue has been determined by the Board of Directors based on negotiations with the investors and shall be paid in cash. The subscription price represents a discount of 7.9 percent based on the closing price on Nasdaq First North Premier Growth Market on 5 december, 2025.

Subscribers in the Directed Share Issue consist of a group of reputable US investors mainly active in the life science sector. A number of qualified Nordic investors also participate, including Mikael Lönn, Michael Thorén and Anton Rehnström. The reasons why existing shareholders are participating are partly that this was a request from new investors, and partly that the Board of Directors has deemed it strategic and wise to include these committed shareholders in the Directed Share Issue. All investors have entered into subscription undertakings prior to the Directed Share Issue.

The subscription price in the Directed Share Issue has been determined based on several factors, including the market situation, the Company's financial needs, alternative costs for other financing alternatives, customary discounts in connection with directed share issues, and assessed market interest for an investment in the Company. Based on the factors mentioned above, it is the Board of Directors' assessment that the subscription price reflects current market conditions and current demand. Against this background, the Board of Directors considers the subscription price to be market-based.

To drive commercialization of the CADScor® System and position the Company for sustainable growth and profitability, the net proceeds from the Directed Share Issue will be allocated as follows:

  • Working Capital and Continued Commercialization ~45 %
  • CADScor® Gen 2 launch and Clinical Validation ~ 25 %
  • International Distribution Expansion ~ 15 %
  • Scaling Production ~ 15 %

The Directed Share Issue was resolved pursuant to the authorization granted by the annual general meeting on 13 May 2025.

Changes in share capital, number of shares and votes and dilution

By the Directed Share Issue, the Company's share capital will increase by a maximum of SEK 1,172,368.44, from SEK 11,233,201.42 to SEK 12,405,569.86. The total number of shares and votes will increase by 117,236,844 from 1,123,320,142 to 1,240,556,986 shares/votes. The completion of the Directed Share Issue entails a dilution of approximately 9.45 percent in relation to the total number of outstanding shares and votes in the Company.

The Board of Directors' considerations

Prior to the decision to carry out the Directed Share Issue, the Board of Directors carefully considered alternative financing routes, including the conditions for carrying out a new share issue with preferential rights for the Company's existing shareholders. The Board of Directors' is aware that cash issues should, as a main rule, be carried out as preferential issues and has taken into account the rules issued by the Swedish Securities Market Self-Regulation Committee (ASK). ASK's rules state that it may normally be considered acceptable for new issues to be carried out with deviation from the shareholders' preferential rights if it, based on the circumstances on objective grounds, can be considered to be in the shareholders' interest to deviate from the preferential rights. After an overall assessment of the current market situation and Acarix' financial situation, the Board of Directors considers that, on objective grounds, it may be considered to be in the interest of all shareholders to carry out the Directed Share Issue in accordance with the presented terms and conditions, which, according to the Board of Directors, can be considered balanced and market-based. The Board of Directors sets out its considerations below.

  • Unlike a rights issue, the Directed Share Issue is expected to further strengthen the relationship with reputable American investors active in the cardiology sector, which is of strategic importance for the Company’s US expansion.
  • The Directed Share Issue meets the Company's financing needs in a more efficient way than a rights issue, which would be more time and resource consuming compared to the Directed Share Issue, not least due to the work and costs related to guarantee procurement. The Directed Share Issue has, through intensive work by the management, the Board of Directors and the advisors, been carried out in a short time and with good results.
  • The Directed Share Issue has been carried out at a price with a limited discount. A rights issue would in all likelihood have had to be made at a not insignificant discount, which would lead to greater dilution effects for the Company's existing shareholders. This has been avoided through the Directed Share Issue. From a shareholder perspective, a rights issue at a discount also entails a risk of a significant negative effect on the share price.
  • The Directed Share Issue is in line with the authorization resolved by the shareholders at the annual general meeting on 13 May 2025, which included a right for the Board of Directors to resolve on share issues with deviation from the shareholders' preferential rights. The authorization contained certain conditions and limits, including that an issue may not be larger than 20% of the current number of shares. The Directed Share Issue is within these conditions and limits.

In light of the above, the Board of Directors has made the assessment that a directed share issue on the current terms is a better alternative for all shareholders than carrying out a customary rights issue (with a significant discount to the current market price). The Board of Directors' overall assessment is thus that the reported reasons for a directed share issue outweigh the reasons for a rights issue and that the Directed Share Issue may thus be considered to be in the interest of both the Company and all shareholders.

Advisers

Redeye AB is acting as financial advisor in connection with the Directed Share Issue. Advokatfirman Lindahl KB is legal advisor. Aqurat Fondkommission AB is the issuing agent.

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions, and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Acarix in any jurisdiction, neither from Acarix nor from any other party.

This press release does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Directed Share Issue.

This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is intended only to describe the background to the Directed Share Issue and does not purport to be complete or exhaustive.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws or where such action is subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a violation of applicable securities laws and regulations.

Forward-looking statements

This press release may contain certain forward-looking information that reflects Acarix's current view of future events and financial and operational development. Words such as "intends", "will", "believes", "expects", "may", "plans", "estimates" and other expressions indicating or predicting future developments or trends constitute forward-looking information. By its nature, forward-looking information involves known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information is not a guarantee of future results or developments and actual outcomes may differ materially from those expressed in forward-looking information.

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revisions to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or the Nasdaq First North Premier Growth Market's Rulebook for Issuers.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

1 The subscriptions in the Directed Share Issue are made in USD, corresponding to a total of 2.3 MUSD. The stated proceeds in SEK are calculated based on an FX rate USD/SEK of 9.40 SEK.

About Acarix

Acarix is a Swedish medical device company that innovates solutions for rapid rule out of coronary artery disease (CAD) at point of care. The CE-approved and FDA DeNovo-cleared Acarix CADScor System is intended for patients experiencing chest pain with suspected CAD and designed to help reduce millions of unnecessary, invasive, and costly diagnostic procedures. The CADScor System has been used on more than 40,000 patients. Acarix recommends CADScor System as a first-line diagnostic aid that uses highly sensitive acoustics and advanced computational processing to analyze coronary blood flow to rule out significant coronary artery disease (CAD), with at least 96% certainty at point of care. Acarix is listed on the Nasdaq First North Premier Growth Market in Stockholm (ticker: ACARIX) and cross-traded on the OTCQB market in the US (ticker: ACIXF). The Company’s Certified Adviser is Tapper Partners AB. For more information, please visit www.acarix.com

For more information, contact
Jan Poulsen, Chairman, phone +45 53 54 00 00, e-mail jp@lsif.dk
Christian Lindholm, CFO, phone +46 705 118333, e-mail christian.lindholm@acarix.com

This information is information that Acarix is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-12-08 08:47 CET.

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ACARIX CARRIES OUT A DIRECTED SHARE ISSUE OF APPROX. SEK 33.4 MILLION

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