NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
Background and motive for the Financing
To create the right conditions for the commercialization of
Lumito’s board of directors assesses that the existing working capital is not sufficient to support the Company's commercial investment and therefore intends to carry out the Financing. Proceeds from the Financing shall primarily be used for:
- The launch and market development of SCIZYS.
- Further development of the product by supplementing SCIZYS with AI image analysis and multiplexing.
- Regulatory work to ensure that Lumito’s products fulfil the requirements, regulations and directives associated with launching a product on the research market.
The Issue
The Issue consists of up to 17,203,124 units, equivalent to 17,203,124 warrants of series TO5 and 17,203,124 warrants of series TO6. Each warrant, of respective series, entitles the holder to subscribe for one (1) share in the Company.
All existing shareholders of
The last day of trading including the right to participate in the Issue is
A prospectus regarding the Issue will be made available on the Company's website, www.lumito.se, before the beginning of the subscription period.
In the event that all warrants of series TO5 and TO6 issued in the Issue are exercised for subscription of new shares, the number of shares will increase by 34,406,248, and the share capital will increase by
Preliminary timetable
Last trading day of Lumitos shares including the right to receive unit rights | |
First trading day of Lumitos shares excluding the right to receive unit rights | |
Publication of prospectus | |
Record date for receiving unit rights. Shareholders registered in the share register maintained by | |
Trading in unit rights (UR) on NGM Nordic SME | |
Subscription period for the Issue | |
Trading in paid subscribed units (BTU) on Nasdaq First North Premier Growth Market | |
Estimated day for announcement of outcome |
The Loan and the Loan Issue
The Loan amounts to a total of
The Loan carries a commitment fee of 5.0 percent of the total loan amount and bears a monthly interest rate of 1.25 percent of the loan amount for each commenced month, the interest is paid quarterly to the Lender. The Company has the option to repay the Loan before the maturity date. During the entire term of the Loan the Lender has the option to convert half of the Loan, amounting to
In the event that all warrants of series TO5 and TO6 issued in the Loan Issue are exercised for subscription of new shares, the number of shares will increase by 34,406,248, and the share capital will increase by
The reason for deviating from the shareholders' preferential rights is that the Loan Issue is part of the loan agreement and thus constitutes a necessary component of the Financing, which is collectively deemed the most time and cost-effective financing option for the Company's operations. The board of directors has considered the possibility of financing the Company's operations by conducting a rights issue of shares but has concluded that such a rights issue would have entailed disproportionately high costs and high dilution relative to the capital required for the Company's operations.
The board of directors assesses that the mentioned reasons sufficiently justify deviating from the main rule that new issuances should be conducted with existing shareholders' preferential rights. Thus, the board of directors’ overall assessment is that the Loan Issue is advantageous for the Company and its shareholders.
Shares, share capital and dilution
As a result of the exercise of all warrants issued in the Issue and the Loan Issue, the number of shares will increase by a maximum of 68,812,496, from 206,437,488 to 275,249,984, and the share capital will increase by a maximum of
Lock up
Terms and conditions for warrants of series TO5
- Each warrant of series TO5 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for shares subscribed for using the warrants of series TO5 is 70 percent of the volume-weighted average price of the Company's share during the period from
May 13, 2024 toMay 24, 2024 , however, not less than the share's quotient value (currentlySEK 0.025 ) and not more thanSEK 1.20 . - The warrants of series TO5 can be exercised for the subscription of new shares during the period from
May 27, 2024 toJune 10, 2024 . - Upon full subscription in the Issue and full exercise of all warrants of series TO5 within the scope of the offered units, the Company may receive a maximum of approximately
SEK 41.3 million before transaction costs. - The maximum increase in the number of shares in the Company due to the exercise of all warrants of series TO5 amount to 34,406,248, which corresponds to a dilutive effect of approximately 14.3 percent based on the current total number of outstanding shares in the Company.
- The warrants of series TO5 are intended to be admitted to trading on NGM Nordic SME after final registration with the Swedish Companies Registration Office.
- Full terms and conditions for the warrants of series TO5 are available on the Company's website, www.lumito.se.
Terms and conditions for warrants of series TO6
- Each warrant of series TO6 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for shares subscribed for using the series TO6 warrants is 70 percent of the volume-weighted average price of the Company's share during the period from
October 21, 2024 toNovember 1, 2024 , however, not less than the share's quotient value (currentlySEK 0.025 ) and not more thanSEK 1.40 . - The warrants of series TO6 can be exercised for the subscription of new shares during the period from
November 4, 2024 toNovember 15, 2024 . - Upon full subscription in the Issue and full exercise of all warrants of series TO6 within the scope of the offered units, the Company may receive a maximum of approximately
SEK 48.2 million before transaction costs. - The maximum increase in the number of shares in the Company due to the exercise of all warrants of series TO6 amount to 34,406,248, which corresponds to a dilutive effect of approximately 14.3 percent based on the current total number of outstanding shares in the Company.
- The warrants of series TO6 are intended to be admitted to trading on NGM Nordic SME after final registration with the Swedish Companies Registration Office.
- Full terms and conditions for the warrants of series TO6 are available on the Company's website, www.lumito.se.
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