NeoDynamics publishes prospectus in connection with the forthcoming rights issue

The Board of Directors of NeoDynamics AB (publ) ("NeoDynamics" or the "Company") has prepared a prospectus (the "Prospectus") relating to the rights issue of units of approximately SEK 72 million (the “Rights Issue"), which was resolved by the Board of Directors on June 22, 2023, and approved by the Extraordinary General Meeting held on July 27, 2023. The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.

Summary of the Rights Issue

• The Rights Issue comprises a maximum of 120,501,184 units where each unit consists of six (6) ordinary shares and five (5) warrants of which two (2) are of series TO2, and three (3) are of series TO3 (“Units). The warrants are issued free of charge.
• The subscription price is SEK 0.6 per Unit, corresponding to SEK 0.1 per new share (current quota value).
• Assuming full subscription in the Rights Issue, the initial proceeds of the Rights Issue will amount to approximately SEK 72 million, before reduction of issue related costs.
• If the Rights Issue is fully subscribed and the warrants of series TO2 and TO3 are fully exercised, the Company can receive maximum additional gross issue proceeds of approximately SEK 90 million, depending on the final redemption price for the new shares issued as a result of the exercised warrants.
• One (1) existing share in the Company on the record day entitles to one (1) Unit right. One (1) Unit right entitles to subscription of one (1) Unit.
• Each (1) warrant of series TO2 shall entitle to subscription of one (1) new share in the Company at a subscription price corresponding to 70 per cent of the average volume-weighted share price of the Company’s share during the period from November 3, 2023 up to and including November 16, 2023, however, not less than the shares then current quota value rounded up to two decimals and not more than SEK 0.15 per share. Subscription of shares with warrants of series TO2 shall take place in accordance with the terms and conditions for the warrants during the period from November 20, 2023 up to and including December 1, 2023.
• Each (1) warrant of series TO3 shall entitle to subscription of one (1) new share in the Company at a subscription price corresponding to 70 per cent of the average volume-weighted share price of the Company’s share during the period from February, 1 2024 up to and including February 15, 2024, however, not less than the shares then current quota value rounded up to two decimals and not more than SEK 0.15 per share. Subscription of shares with warrants of series TO3 shall take place in accordance with the terms and conditions of the warrants during the period from February 19, 2024 up to and including March 1, 2024.
• The record date for the Rights Issue is July 31, 2023 and the subscription period runs from August 2, 2023 until August 16, 2023.
• Major shareholders have expressed their support for the Rights Issue through subscription undertakings amounting to approximately SEK 14 million, corresponding to approximately 19 per cent of the Rights Issue. Furthermore, the Company has entered into agreements on guarantee commitments of approximately SEK 44 million, corresponding to approximately 61 per cent of the Rights Issue. The Rights Issue is thus, through subscription undertakings and guarantee commitments, secured to approximately 80 per cent. The guarantee commitments consist in part of a so-called top guarantee provided by NeoDynamics largest shareholder Gryningskust Holding AB, owned by Johan Thorell, and Rentability Sweden AB, owned by Ingrid Salén, Chairman of the Board of NeoDynamics, and in part of a so-called bottom guarantee. The guarantee commitments are not secured through bank guarantees, escrow, pledging or similar arrangements.
• To finance operations until the Rights Issue has been completed, the Company has taken on bridge loans from the Company’s largest shareholder Gryningskust Holding AB, Rentability Sweden AB and Formue Nord Markedsneutral A/S (the “Lenders”) totalling SEK 15.5 million in addition to previously announced loan from Gryningskust Holding AB of SEK 14 million (together referred to as “Bridge Loans”). The Bridge Loans will be offset through conversion to Units in the Rights Issue corresponding to commitments made from the Lenders. Any remaining part of the Bridge Loans will be repaid from the initial proceeds of the Rights Issue.

For complete information on the Rights Issue, please see the published Prospectus

The Prospectus

The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on July 31, 2023, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, is available on the Company's, Nordic Issuings and Redeye AB's respective websites (www.neodynamics.com, www.nordic-issuing.se and www.redeye.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).

Timetable for the Rights Issue

Advisers

Redeye AB is a financial advisor in connection with the Rights Issue. Advokatfirman Lindahl KB acts as legal advisor to NeoDynamics in connection with the Rights Issue. Nordic Issuing AB acts as the issuing agent in connection with the Rights Issue.

For further information, please contact:

Anna Eriksrud, CEO NeoDynamics AB, phone 0708 444 966 or e-mail anna.eriksrud@neodynamics.com

Aaron Wong, CFO NeoDynamics AB, phone 0735 972 011 or e-mail aaron.wong@neodynamics.com

About NeoDynamics

NeoDynamics AB (publ) 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. NeoNavia® is CE approved, and in September 2022, received a 510k approval from the FDA. 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. NeoDynamic’s shares are listed on Nasdaq First North Growth Market Stockholm (ticker: NEOD). The company’s Certified Adviser is Redeye AB.

About NeoNavia®

NeoNavia® is the trade name for the complete biopsy system intended for use in ultrasound-guided sampling. NeoNavia® consists of a base unit, a hand unit, and three types of biopsy needles. The pulse technology drives the respective needle type, which facilitates needle insertion and placement in the suspected tumor. The system is designed to offer physicians and patients precise and robust tissue sampling for accurate diagnosis and individualized treatment.

About the pulse technology

The patented pulse technology is based on a pneumatically driven mechanism that enables high precision and control when inserting and positioning the biopsy needle, regardless of tissue type. The pneumatic drive unit that generates pulses is located in a hand-held instrument. With power from the base unit, the hand-held driver accelerates the biopsy needle with great control, even over short distances, enabling a distinct step-by-step insertion without affecting the surrounding tissue. This enables good access and flexibility in sampling, even in tiny and tricky localized tumors.

For more information, please visit Neodynamics.com.

IMPORTANT INFORMATION

The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants, or other securities in NeoDynamics. No action has been taken, and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden.

This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants, or other securities in NeoDynamics. A prospectus will be prepared in connection with the Rights Issue, and it will also be reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) as the competent authority in Sweden following the Prospectus Regulation. Any investment decision should be made solely based on the prospectus’s information in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue. An investor is therefore advised to read the entire prospectus. This press release constitutes marketing following Article 2 k of the Prospectus Regulation.

The information contained in this press release may not be disclosed, published, or distributed, directly or indirectly, within or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those that follow from Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No shares, warrants, or other securities of NeoDynamics have been registered, and no shares, warrants, or other securities will be registered, under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction from time to time. In the United States and may not be offered, sold, or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and pursuant to securities laws in the relevant state or other jurisdiction of the United States.

Within the European Economic Area ("EEA"), no offer of shares, warrants or other securities ("Securities") is made to the public in any country other than Sweden. In other member countries of the European Union (“EU”), such an offer of Securities can only be made in accordance with exceptions in the Prospectus Regulation (EU) 2017/1129. In other countries in the EEA that have implemented the Prospectus Regulation in national legislation, such an offer of Securities can only be made in accordance with exceptions in the Prospectus Regulation and in accordance with any relevant implementation measure. In other countries in the EEA that have not implemented the Prospectus Regulation in national legislation, such an offer of Securities can only be made in accordance with the applicable exception in national legislation.

In the United Kingdom, this document, and other materials relating to the securities referred to herein, are distributed and directed only to, and an investment or investment activity attributable to this document is only available to and will only be able to be exercised by “qualified investors” (in a sense in the UK version of Regulation (EU) 2017/1129 which is part of UK legislation by the European Union (Withdrawal) Act 2018) who are (i) persons who have professional experience in dealings relating to investments and who fall within the definition of “ investment professionals” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Regulation”); (ii) “high net worth entities” etc. as referred to in Article 49(2)(a)-(d) of the Regulation; or (iii) such other persons to whom such investment or investment activity may lawfully be directed under the Regulations (all such persons are collectively referred to as “relevant persons”). An investment or an investment measure to which this notice relates is available in the United Kingdom only to relevant persons and will only be carried out with relevant persons. Persons who are not relevant persons shall not take any action based on this document nor act or rely on it.

This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as “intends”, “estimates", “expects", “may", “plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not guarantee future performance or development, and actual outcomes may differ materially from what is stated in the forward-looking information.

Redeye AB is acting as financial advisor to NeoDynamics in connection with the transaction and not to anyone else and will not be liable to anyone other than NeoDynamics for providing the protection provided to its customers or for providing advice in connection with the transaction or otherwise matter referred to herein.

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.