Qlife announces the outcome of the rights issue and resolves on a directed issue of shares to guarantors
On 22 January 2026, Qlife Holding AB (“Qlife” or the “Company”) announced a rights issue of approximately SEK 31.4 million, which was approved by an extraordinary general meeting on 26 February 2026 (the “Rights Issue”). The subscription period of the Rights Issue ended on 19 March 2026. Today, Qlife announces the outcome of the Rights Issue. The subscription summary shows that 3,642,964 shares, corresponding to approximately 23.2 percent of the Rights Issue, were subscribed for by exercise of subscription rights. In addition, 762,189 shares were subscribed for without subscription rights, corresponding to approximately 4.9 percent of the Rights Issue. In addition, approximately 54,8 percent of the Rights Issue, corresponding to approximately SEK 17.2 million, has been allotted to guarantors in accordance with guarantee commitments and to investors who have entered into free of charge agreements to subscribe for shares. Accordingly, the Rights Issue has been subscribed to a total of approximately 82.9 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 26.0 million, before set-offs and issue costs. Allotment of shares to certain investors is subject to notification under the Swedish FDI Act to the Swedish Inspectorate of Strategic Products. Furthermore, the Board of Directors has today, based on the authorization granted by the annual general meeting 2025, resolved on a directed share issue of 202,500 shares to guarantors in the Rights Issue as compensation for their guarantee commitments (the “Compensation Issue”). The subscription price in the Compensation Issue has been set at SEK 2.0 per share.
“I would like to thank both existing and new investors for their continued support. The outcome provides Qlife with an important foundation for the continued execution of our strategy, with a focus on commercialization, regulatory progress, and strategic partnerships” says Thomas Warthoe, CEO of Qlife.
Subscription and allotment
The subscription summary shows that 3,642,964 shares, corresponding to approximately 23.2 percent of the Rights Issue, were subscribed for by exercise of subscription rights. In addition, 762,189 shares were subscribed for without subscription rights, corresponding to approximately 4.9 percent of the Rights Issue. In addition, approximately 54,8 percent of the Rights Issue, corresponding to approximately SEK 17.2 million, has been allotted in accordance with guarantee commitments and agreements to subscribe for shares. Accordingly, the Rights Issue has been subscribed to a total of approximately 82.9 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 26.0 million, before set-offs and issue costs. The set-offs amount to approximately SEK 10.0 million.
Allotment of shares subscribed for without subscription rights has been made in accordance with the allotment principles described in the information document that has been prepared in connection with the Rights Issue and published by the Company on 4 March 2026 (the “Information document”). Notification regarding allotment will be made by posting a contract note to each subscriber. Allotted shares shall be paid for in accordance with the instructions in the contract note.
The FDI Act
Qlife has assessed that the Company conducts activities worthy of protection under the Swedish Act (2023:560) on the Screening of Foreign Direct Investments (the “FDI Act”) (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), meaning that certain investments in the Company must be notified to the Swedish Inspectorate of Strategic Products (the “ISP”).
Allotment of shares to certain investors is subject to notification to the ISP under the FDI Act. Investors whose allotment is subject to notification include JEQ Capital AB, Jinderman & Partners AB and JJV Investment Group AB, and the total number of shares subject to such approval amounts to 2,762,337.
Allotment of these shares will be carried out only after the ISP leaves the notification without action, or, following a potential investigation, approval has been obtained from the ISP. Until the ISP leaves the notification without action or such approval has been obtained, allotment of the corresponding shares will be deferred.
Trading in BTA
Trading in BTA (Sw. betald tecknad aktie) takes place on Nasdaq First North Growth Market under the short name QLIFE BTA until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place around 10 April 2026. After approximately one week, BTA will then be converted to shares. Trading in the shares will thereafter take place on Nasdaq First North Growth Market as soon as possible after completion of the registration with the Swedish Companies Registration Office.
Compensation to guarantors
In connection with the Rights Issue, investors have provided guarantee commitments and free-of-charge agreements to subscribe for shares. The guarantee consists of a so-called bottom guarantee, entitling guarantee compensation, that together with free-of-charge agreements to subscribe for shares if the Rights Issue is subscribed to a level below approximately 51.0 percent, amount to approximately SEK 12.0 million, as well as a free-of-charge top guarantee and a free-of-charge top-down guarantee, together amounting to approximately SEK 10.0 million. The top guarantee and the top-down guarantee are intended to be fulfilled through set-off of outstanding claims.
As communicated in connection with the resolution on the Rights Issue, a guarantee compensation corresponding to fifteen (15) percent of the guaranteed amount within the framework of the bottom guarantee shall be paid in the form of newly issued shares. No compensation is paid for the free-of-charge agreements to subscribe for shares if the Rights Issue is subscribed to a level below approximately 51.0 percent, nor for the top guarantee or the top-down guarantee commitments.
Accordingly, the Board of Directors has today, based on the authorization granted by the annual general meeting 2025, resolved on the Compensation Issue within the framework of the bottom guarantee. The Compensation Issue amounts to approximately SEK 0.4 million and comprises a total of 202,500 newly issued shares. The subscription price has been set at SEK 2.0 per share, corresponding to the subscription price in the Rights Issue. Payment is made through set-off against the guarantors’ claims relating to guarantee compensation. All shares in the Compensation Issue have been subscribed for and allotted.
The reasons for the deviation from shareholders' preferential rights are as follows. In accordance with the guarantee agreements entered into in the bottom guarantee, guarantee compensation corresponding to 15.0 percent of the guaranteed amount shall be paid in the form of newly issued shares in the Company. As a result of the guarantee commitments, the guarantors in the bottom guarantee, Tommy Ure, Magnus Boberg and UBB Consulting AB, thus have a claim against the Company for guarantee compensation. The Compensation Issue will be carried out in order to fulfil the Company's commitments to the guarantors in the bottom guarantee as a result of the guarantee agreements entered into. The Company's alternative to carrying out the Compensation Issue is to instead settle the guarantee compensation through cash payment. The Board of Directors is of the opinion that, taking into account current market conditions, it is beneficial to the Company's financial position and in the interests of the shareholders to carry out a directed issue on the terms stated, as the Company will then release funds that strengthen the Company's working capital. The subscription price, corresponding to the subscription price in the Rights Issue, has been determined following arm's-length negotiations with guarantors and is considered to reflect prevailing market conditions.
Shares, share capital, and dilution
Through the Rights Issue (including shares subject to ISP notification), the share capital will increase by SEK 2,078,744.96, from SEK 2,508,723.36 to SEK 4,587,468.32, and the number of shares increases by 12,992,156 shares, from 15,679,521 shares to 28,671,677 shares, corresponding to a dilution of approximately 45.3 percent of the total number of shares and votes in the Company following registration of the new shares with the Swedish Companies Registration Office.
Through the Compensation Issue, the share capital increases by an additional SEK 32,400.00, from SEK 4,587,468.32 to SEK 4,619,868.32, and the number of shares increases by a further 202,500 shares, from 28,671,677 shares to 28,874,177 shares, corresponding to an additional dilution of approximately 0.70 percent of the total number of shares and votes.
In total, the Rights Issue and the Compensation Issue result in a dilution of approximately 45.7 percent following registration of the new shares with the Swedish Companies Registration Office.
Advisors
Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Moll Wendén Advokatbyrå AB is legal advisor to Qlife.
For more information, please contact:
Thomas Warthoe
Chief Executive Officer (CEO)
Phn: +45 21 63 35 34
E-mail: tw@egoo.health
Qlife is a Swedish company based in Göteborg, which develops and markets an innovative medical technology platform, Egoo.Health (“Egoo”), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company’s Certified Adviser. For additional information, please visit www.qlifeholding.com.
Important information
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Rights Issue. Nor does this press release constitute an exemption document in the form prescribed by the Prospectus Regulation Annex IX.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.
In the United Kingdom, this press release 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” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
The Company considers that it carries out protection-worthy activities under the FDI Act. According to the FDI Act, the Company must inform presumptive investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the ISP. An investment may be subject to mandatory filing if i) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 percent or more of the total number of votes in the Company, or iii) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) authorised the investment. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Rights Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to 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 press release, unless required to do so by law or the rules of Nasdaq First North Growth Market.