Selskabsmeddelelse

Lipidor publishes prospectus due to upcoming rights issue of units

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION FURTHER REQUIRES PROSPECTUS, REGISTRATION, OR OTHER ACTIONS OTHER THAN THOSE UNDER SWEDISH LAW, ARE PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT TAKE PLACE WITHOUT APPLICATION OF EXCEPTIONS FROM SUCH ACTION. SEE THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.

Lipidor AB (publ) ("Lipidor" or the "Company") announced on 10 April 2024 that the Board of Directors had resolved on a new issue of shares and warrants ("Units") with preferential rights for the Company's existing shareholders of approximately SEK 58 million (the "Rights Issue"). The Board of Directors' resolution regarding the Rights Issue was approved at an Extraordinary General Meeting held on 21 May 2024. An EU growth prospectus (the "Prospectus"), prepared in connection with the Rights Issue, has today, 24 May 2024, been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”). The Prospectus is available on Lipidors' website (www.lipidor.se) and Carnegie's website (www.carnegie.se).

The Prospectus that Lipidor has prepared in connection with Rights Issue has today been approved by the SFSA. The Prospectus, containing complete terms and instructions and other information about the Rights Issue, is available on Lipidor's website (www.lipidor.se) and Carnegie's website (www.carnegie.se). The Prospectus will also be available at the website of the SFSA (www.fi.se). Application forms will be made available on Lipidor's and Carnegie's websites in connection with the start of the subscription period.

For further information on the Rights Issue, please see the Prospectus.

Summary of the Rights Issue

The Rights Issue constitutes of Units and Lipidor will initially receive a maximum of approximately SEK 58.0 million before deduction of costs attributable to the Rights Issue, which are estimated to amount to approximately SEK 8.0 million, of which approximately SEK 4.0 million consists of underwriting compensation given that all underwriters chose cash remuneration. Each Unit consists of four (4) shares and one (1) warrant of series TO 2 (the “Warrants”). Upon full subscription and full exercise of all Warrants within the framework of issued Units, the Company may receive an additional capital contribution of a maximum of approximately SEK 29.0 million.
Existing shareholders in Lipidor will on the record date on 27 May 2024, be allocated ten (10) unit rights for each existing share. One (1) unit right entitles to subscription of one (1) Unit in the Rights Issue.
In total, a maximum of 289,768,630 Units will be issued. Each Unit consists of four (4) shares and one (1) Warrant. This means that a maximum of 1,159,074,520 new shares and 289,768,630 new Warrants can be issued. The Warrants are intended to be admitted to trading on Nasdaq First North Growth Market.
The subscription price has been set at SEK 0.20 per Unit, corresponding to SEK 0.05 per share. The Warrants are issued free of charge.
The subscription period runs from and including 29 May 2024 up to and including 12 June 2024.
The record date in the Rights Issue is 27 May 2024. The last trading day in the Lipidor share, including the right to receive unit rights, is 23 May 2024. The shares are trading excluding the right to receive unit rights from 24 May 2024.
The exercise period for the exercise of Warrants occurs during a period of two (2) weeks from and including the seventh trading day after the Company announces through a press release the study results in the Phase III study or, in the absence of such press release, during the period from and including 15 August 2025 up to and including 29 August 2025. The subscription price upon exercise of the Warrants has been set at SEK 0.10 per share.

Subscription commitments and underwriting agreements

The Rights Issue is covered to approximately 66 percent by subscription undertakings and underwriting undertakings, of which subscription undertakings correspond to approximately 15 percent of the Rights Issue, bottom underwriting undertakings to approximately 34 percent of the Rights issue, intermediate underwriting undertakings approximately 9 percent of the Rights Issue and top underwriting undertakings amount to approximately 8 percent of the Rights Issue. For top underwritings, a compensation of 22 percent of the underwritten amount is to be paid in shares in the Company. For intermediate underwritings, a compensation of 20 percent of the underwritten amount is to be paid in cash or 22 percent of the underwritten amount in shares in the Company. For bottom underwriters, a compensation of 15 percent of the underwritten amount is to be paid in cash or 17 percent of the underwritten amount in shares in the Company. The underwriting compensation in the form of shares is conditional upon the Company's Annual General Meeting 2024 resolving or authorizing the Board of Directors to resolve on the issuance of the shares to the underwriters. No compensation is paid for the subscription undertakings. The subscription undertakings and underwriting undertakings are not secured by bank guarantees, pledges, or similar arrangements.

Time plan for the Rights Issue

29 May – 7 June 2024	Trading in unit rights
29 May – 12 June 2024	Subscription period
29 May – 24 June 2024	Trading in BTU (Paid subscribed unit)
13 June 2024	Expected day of publishing the outcome of the Rights Issue

Advisors

Lipidor has mandated Penser by Carnegie, Carnegie Investment Bank AB (publ) and Fredersen Advokatbyrå AB as financial and legal advisors respectively in connection with the Rights Issue.

About Lipidor AB
Lipidor AB (Nasdaq First North Growth Market: LIPI) (www.lipidor.se) is a pharmaceutical development company with a pipeline of pharmaceutical development projects in preclinical and clinical phases. The company can develop topical medical products for the treatment of diseases such as psoriasis, acne vulgaris, bacterial skin infections and atopic dermatitis by reformulation of proven pharmaceutical substances. Lipidor’s priority project is AKP02G2, which focusses on psoriasis.

Important Information
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in units, shares, warrants or other securities in Lipidor. The invitation to concerned persons to subscribe for units in Lipidor will only be made through the EU Growth Prospectus published by Lipidor on 24 May 2024. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and published on the Company's website, www.lipidor.se. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. No action has been taken, or will be taken, by Lipidor to permit an offer to the public in jurisdictions other than Sweden.
This press release may not be published or distributed, directly or indirectly, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom, the United States or any other jurisdiction where such action in whole or in part is subject to legal restrictions, or would require additional prospectus, registration or other measures than what follows from Swedish law. The information in this press release may also not be forwarded or reproduced in a way that is contrary to such restrictions or would entail such requirements. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No securities mentioned in this press release have been registered or will be registered under the United States Securities Act of 1933 as amended (the "Securities Act") and may not be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act. The offer is also not directed at persons domiciled in Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom or in any other jurisdiction where participation would require additional prospectus, registration or other measures than those that follow from Swedish law.
As Lipidor has made the assessment that the Company conducts activities worthy of protection under The Foreign Direct Investment Screening Act (2023:560), certain investments in the Rights Issue may require review by the Swedish Inspectorate of Strategic Products. For more information, please visit the Swedish Inspectorate of Strategic Products’ website, www.isp.se, or contact the Company.

Forward-looking Statements
This press release contains certain forward-looking statements that reflect the Company's current views and expectations of future events and financial and operational development, including statements regarding the Rights Issue and statements regarding guidance, planning, prospects and strategies. Words such as "intend", "estimate", "expect", "plan", "estimate", "may", and other expressions that imply indications or predictions of future development or trends and which are not based on historical facts, constitute forward-looking statements. Although the Company believes that these statements are based on reasonable assumptions and expectations, the Company cannot give any assurance that such forward-looking statements will materialize. Because these forward-looking statements involve known and unknown risks and uncertainties, actual results could differ materially from those expressed in forward-looking statements. Forward-looking statements in this press release speak only as of the date of this press release and are subject to change without notice. Potential investors should not place undue reliance on the forward-looking statements contained herein, and potential investors are strongly encouraged to read those parts of the EU Growth Prospectus that include a more detailed description of factors that may have an impact on the Company's business and the market in which the Company operates. The Company makes no commitment to publicly update or revise forward-looking statements, as a result of new information, future events or otherwise, except as required by applicable laws or securities regulations.