The guarantors who provided guarantee commitments in the Rights Issue had the option of having the compensation paid out in cash or in the form of issued units in the Company, which was previously communicated in connection with the Rights Issue. All guarantors have chosen to have the guarantee compensation paid out in units. The Company’s board has therefore resolved, with the support of the authorization from the extraordinary general meeting on December 6, 2024, to issue 129,522,730 units as compensation to these guarantors, which will increase the Company’s share capital by not more than SEK 19,428,409.50 (of which a maximum of SEK 12,952,273 is attributable to the increase due to the issue of shares and a maximum of 6,476,136.50 is attributable to the increase due to the issue of warrants). The reasons for the deviation from the shareholders’ preferential right were to enable a successful capital acquisition and to fulfill the guarantee agreements entered into.

The subscription price in the Directed Issue, in accordance with guarantee agreements entered into, amounts to SEK 0.10 per unit, which corresponds to the subscription price in the Rights Issue. The board has resolved that payment shall be made by offsetting the respective guarantor’s claim on the Company. The guarantors’ total claim amounts to SEK 12,952,273. Following registration of the directed issue and the Rights Issue with the Swedish Companies Registration Office, the number of shares in the Company will amount to 4,448,288,096 shares and the Company’s share capital will amount to SEK 222,414,404.08. In addition, there will be 2,165,560,862 outstanding warrants of series TO 1. The dilution that accrues as a result of the directed share issue to the guarantors amounts to approximately 5.8 percent. Following the exercise of the warrants of series TO 1, the board intends to evaluate a reduction of the share capital and implementation of a reverse share split.

Q-linea’s operations may, upon assessment, 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 a threshold of 10 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 can be carried out. The investment may not be executed until the Inspectorate for Strategic Products has either taken no action on the notification or approved the investment.

Ulf Landegren has chosen to receive his guarantee compensation of approximately SEK 6.2 million paid in units. As such, Ulf Landegren has, privately and through Landegren Gene Technology AB, subscribed for a total of SEK 41.2 million in the Rights Issue and the Directed Issue and will, upon full allocation, exceed the threshold of 10 percent of the votes in the Company in accordance with the calculation basis applied by ISP, which is why part of such an investment is subject to notification. Allocation of the units in the Rights Issue and the Directed Issue that would cause the threshold to be exceeded will occur only after the investment has been left without action or approved by ISP.

As a result of the directed share issue, the number of shares in Q-linea will increase by a maximum of 388,568,190 and the share capital will increase by a maximum of SEK 19,428,409.50. In this calculation, both shares and warrants of series TO 1 have been included. However, the allocation and registration of units to Landegren Gene Technology AB will be deferred until the investment has been left without action or approved by ISP.

Advisers

Vator Securities AB is acting as financial advisor and issuing agent in connection with the Rights Issue. Advokatfirman Lindahl is acting as legal advisor to the Company in connection with the Rights Issue.

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in units, shares, subscription rights, unit 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 units in Q-linea AB (publ) is made solely through the prospectus which Q-linea AB (publ) published on 10 January 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 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 unit rights, paid subscribed units (BTU) or new units 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 in 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”, “intends”, “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.