Bulletin from Extraordinary General Meeting in NeoDynamics AB (publ)
NeoDynamics AB (publ), corp.reg.no. 559014-9117 (the “Company”), held an Extraordinary General Meeting today on 2 February 2024 at the Company’s premises on Lejonvägen 14, Lidingö, whereby the shareholders primarily resolved on the following matters.
Reverse share split by (A) issue of shares (so-called equalisation issue), (B) amendment of the articles of association and (C) resolution on reverse share split (agenda item 6)
The Extraordinary General Meeting resolved (a), in accordance with the board of directors’ proposal, to issue a maximum of 6 new shares to Gryningskust Holding AB (“Gryningskust”). The background to the so-called equalisation issue is to achieve a total number of shares in the Company that is evenly divisible by the consolidation quota in accordance with paragraph (c) below.
The Extraordinary General Meeting resolved (b), in accordance with the board of directors’ proposal, to amend and adopt new articles of association, whereby the limits of the number of shares were reduced to at least 6,300,000 and a maximum of 25,200,000.
The Extraordinary General Meeting resolved (c), in accordance with the board of directors’ proposal, on a reverse share split whereby one hundred (100) existing shares are merged into one (1). The resolution entails that Gryningskust prior to the consolidation, contributes shares to shareholders whose holdings are not evenly divisible by one hundred (100) free of charge. The reverse share split entails that the new number of shares after the consolidation amounts to 7,245,951, which entails a quota value of SEK 1.725.
Reduction of the share capital without cancellation of shares for appropriation to unrestricted equity (number 1) by (A) resolution on amendment of the articles of association and (B) resolution on a reduction of the share capital (agenda item 7)
The Extraordinary General Meeting resolved (a), in accordance with the board of directors’ proposal, to amend and adopt new articles of association, whereby the limits of the share capital were reduced to at least SEK 2,800,000 and a maximum of SEK 11,200,000.
The Extraordinary General Meeting resolved (b), in accordance with the board of directors’ proposal, to reduce the Company's share capital by SEK 9,600,885.075. The reduction is carried out without cancellation of shares by changing the quota value of the share from SEK 1.725 to SEK 0.40 per share. The reduction amount shall be used for appropriation to unrestricted equity.
Issue of new shares with preferential rights for existing shareholders by (A) resolution on amendment of the articles of association and (B) resolution on an issue of new shares
The Extraordinary General Meeting resolved (a), in accordance with the board of directors’ proposal, to amend and adopt new articles of association, whereby the limits of the share capital were increased to at least SEK 12,000,000 and a maximum of SEK 48,000,000 the limits for the number of shares were increased to at least 32,000,000 and a maximum of 128,000,000.
The Extraordinary General Meeting resolved (b), in accordance with the board of directors’ proposal, to increase the Company's share capital by a maximum of SEK 10,144,331.20 through an issue of a maximum of 25,360,828 new shares with preferential rights for existing shareholders. On the record date, each registered shareholder in the Company receives seven (7) subscription rights for each existing share. Two (2) subscription rights entitle to subscribe for one (1) new share. If not all shares are subscribed for by virtue of subscription rights, the board of directors shall resolve on allocation of new shares without subscription rights according to certain principles described in the notice to the general meeting, where allocation may ultimately be made to those who have entered into guarantee commitments.
The new shares are issued at a subscription price of SEK 1 per share. The record date for participation in the new issue is 28 February 2024.
Preliminary timeline for the rights issue
| 19 February 2024 | Record date for the reverse split |
| 26 February 2024 | Last day of trading in the share incl. preferential rights |
| 27 February 2024 | First day of trading in the share excl. preferential rights |
| 28 February 2024 | Record date in the rights issue |
| 28 February 2024 | Estimated date for publication of information memorandum |
| 1 march – 12 March 2024 | Trading in subscription rights |
| 1 march – 15 March 2024 | Subscription period |
| 1 March 2024 until registration of the rights issue | Trading in paid subscribed shares (Sw. “BTA”) |
| 19 March 2024 | Estimated date for publication of the outcome in the rights issue |
Reduction of the share capital without cancellation of shares for appropriation to unrestricted equity (number 2) by (A) resolution on amendment of the articles of association and (B) resolution on a reduction of the share capital
The Extraordinary General Meeting resolved (a), in accordance with the board of directors’ proposal, to amend and adopt new articles of association, whereby the limits of the share capital were reduced to at least SEK 3,200,000 and a maximum of SEK 12,800,000.
The Extraordinary General Meeting resolved (b), in accordance with the board of directors’ proposal, to reduce the Company's share capital by SEK 9,782,033.70, which shall be carried out without cancellation of shares by changing the quota value of the share from SEK 0.40 to SEK 0.10. The reduction is made to enable the maximum outcome of the Company's planned capital raising and requires approval from the Swedish Companies Registration Office or a general court for registration.
Majority requirements
All resolutions were passed with the required majority.
About NeoDynamics
NeoDynamics AB is a Swedish Medical Technology Company dedicated to advancing diagnosis and care of cancer. The company’s first product NeoNavia®, a new innovative pulse biopsy system for ultrasound-guided tissue sampling, is currently being introduced to the market. The biopsy system is built on a patented pulse technology, based on research at the Karolinska Institutet in Sweden. NeoNavia is evaluated for breast cancer diagnosis at leading clinics in Europe and launches in USA during 2023. NeoDynamics’ shares are listed on Nasdaq First North Growth Market Stockholm (ticker: NEOD). The company’s Certified Adviser is Redeye AB.
About NeoNavia®
NeoNavia® is a modern biopsy system with a completely new patented pulse technology intended for ultrasound-guided tissue sampling. Each needle type is driven by the pulse technology providing a more controlled needle insertion and precise placement of the needle in the tumor whilst enabling high-quality tissue samples from both breasts and lymph nodes. The pulse biopsy system NeoNavia® is designed to offer clinicians and patients accurate lesion targeting and high tissue yield for correct diagnosis and individualized treatment.
About Karolinska Institute
The Karolinska Institute is consistently ranked amongst the world's best medical schools, ranking 6th worldwide for medicine in 2021. The Nobel Assembly at the Karolinska Institute awards the Nobel Prize in Physiology or Medicine.
