The subscription period in PHI’s fully secured rights issue commences today

December 6, 2024

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Today, 6 December 2024, the subscription period in Phase Holographic Imaging PHI AB’s (“PHI” or the “Company”) rights issue of shares of a total of SEK 64.3 million, with preferential rights for the Company’s existing shareholders, commences (the “Rights Issue”). The subscription period runs until 20 December 2024. The purpose of the Rights Issue is to execute on strategic development and to strengthen the Company’s capital structure by repayment/off-setting of outstanding loans. The Rights Issue is secured in writing by the main shareholder Altium SA (“Altium”) and a consortium of external qualified underwriters through pre-subscription- and underwriting commitments, totalling 100 percent. In connection with the Rights Issue, PHI has engaged Navia Corporate Finance AB as the financial advisor and Sole Bookrunner.

Summary

• The Rights Issue amounts to approximately SEK 64.3 million before deduction of transaction related costs. The capitalization is intended to fund the Company’s operations until at least Q1 2026 as well as strengthen the Company’s capital structure by repayment/off-setting of outstanding loans leading to PHI being debt free of interest-bearing liabilities post-transaction.
• The Rights Issue is secured in writing to 100 percent through pre-subscription- and underwriting commitments, as set out below:
  • Altium has provided a pre-subscription commitment of approximately SEK 15.2 million, corresponding to approximately 23.6 percent of the Rights Issue, which is equal to Altium’s pro-rata holdings in PHI.
  • Altium has, in addition to the pre-subscription commitment, provided a top-down underwriting (from 100 percent down) commitment of approximately SEK 20.5 million, corresponding to approximately 31.8 percent of the Rights Issue, which is equal to the outstanding convertible loan amount (and its accumulated interest) held by Altium.
  • A consortium of external qualified underwriters has provided bottom underwriting commitments totalling approximately SEK 28.7 million, corresponding to approximately 44.6 percent of the Rights Issue and stemming from the pre-subscribed level of 23.6 percent, up to the top-down underwriting commitment.
• The subscription price in the Rights Issue is set to SEK 1.80 per share.
• The subscription period in the Rights Issue runs until 20 December 2024.

Motive and use of proceeds

PHI is carrying out the Rights Issue to invest in the Company’s strategic development plan (see below) and to strengthen the Company’s capital structure. After the Rights Issue, PHI will be debt free from all interest-bearing liabilities which will put PHI in a stronger position towards stakeholders such as customers, suppliers and potential external strategic investors. The Rights Issue will provide the Company with approximately SEK 64.3 million before deduction of transaction related costs, which are estimated to amount to approximately SEK 9.6 million (of which approximately SEK 5.3 million refers to underwriting fees, provided that all underwriters desire to receive cash compensation).

It is the Board’s assessment that the net proceeds from the Rights Issue are sufficient to finance the Company’s ongoing operations and plans until at least Q1 2026.

Strategic development overview and objectives

Sales improvement initiatives – PHI recognizes the need to enhance its sales performance through more effective support for distributors. Although the current HoloMonitor® is only applicable to the pre-clinical market segment, further optimization of the sales process is expected to yield improved outcomes.

HoloMonitor® Product Line Development – PHI will continue advancing the HoloMonitor® product line, increasing the emphasis on AI support for the system, aiming to have a further clinically applicable HoloMonitor® model ready by the end of 2025.

Soliciting partnerships with manufacturers – Discussions will be initiated with major manufacturers of cell processing equipment to establish a global partnership. This collaboration aims to integrate the HoloMonitor® system into larger company systems for cell processing, potentially leading to mergers and acquisitions opportunities as well as licensing agreements.

Below is a summary of the Company’s objectives for the coming two years.

2025

First half-year

• Initiation of a QMS System allowing for the development of a further clinically applicable HoloMonitor® version
• The upgraded HoloMonitor® version ready for (pre-clinical) market testing

Second half-year

• Initiation of development of auxiliary products to couple with the next generation of HoloMonitor®
• Finalization of the development of the first further clinically applicable version of HoloMonitor®
• Initiation of strategic partner discussions

2026

First half-year

• Pilot testing of the first further clinically applicable version of HoloMonitor® with real customers
• Evaluation of the pilot testing of the first further clinically applicable version of HoloMonitor®

Second half-year

• Full commercial sales of the first further clinically applicable version of HoloMonitor®
• Eligibility for a strategic partnership deal

Terms for the Rights Issue

The Rights Issue contains a maximum of 35,729,342 new shares. PHI’s existing shareholders have preferential rights to subscribe for shares in proportion to their existing shareholdings. The public also has the right to subscribe for shares in the Rights Issue.

One (1) existing share in the Company on the record date 4 December 2024 entitles to one (1) subscription right. Thirteen (13) subscription rights entitle the holder to subscribe for seventeen (17) new shares in PHI. The subscription price in the Rights Issue has been set to SEK 1.80 per new share.

Subscription of shares must take place during the subscription period that runs from and including 6 December 2024, until and including 20 December 2024. It is to be noted that different banks have different dates for closing, why it is important for each investor to contact its bank in due time. Subscription rights that are not exercised during the subscription period become invalid. Trading in subscription rights takes place on Spotlight Stock Market until and including 17 December 2024. Trading in BTA (Paid Subscribed Share) is ongoing until the Rights Issue has been registered with the Swedish Companies Registration Office (expected in the beginning of January 2025).

The Rights Issue will increase the share capital by SEK 7,145,868.40, from SEK 5,464,487.60 to SEK 12,610,356.00 and the total number of shares will increase by 35,729,342 shares, from 27,322,438 shares to 63,051,780 shares. Existing shareholders who do not participate in the Rights Issue will recognize a dilution effect of approximately 57 percent of the votes and capital, calculated on the number of shares in the Company after the Rights Issue. Shareholders who do not participate in the Rights Issue can partially compensate themselves for the financial dilution effect by selling their subscription rights no later than 17 December 2024.

Pre-subscription and underwriting commitments

The Rights Issue is secured in writing by the main shareholder Altium and a consortium of external qualified underwriters, to a total of 100 percent, through pre-subscription and underwriting commitments. The pre-subscription commitment amounts to approximately SEK 15.2 million, which corresponds to approximately 23.6 percent of the Rights Issue, and which is equal to Altium’s pro-rata holdings in PHI. The pre-subscription will partially consist of offsetting of outstanding loans from Altium to PHI. The underwriting commitments are divided into a top-down underwriting (from 100 percent down) from Altium, amounting to approximately SEK 20.5 million, corresponding to approximately 31.8 percent of the Rights Issue and equal to the convertible loan amount (and its accumulated interest) from Altium, and a bottom underwriting tranche from external qualified underwriters totalling approximately SEK 28.7 million, corresponding to approximately 44.6 percent of the Rights Issue and stemming from the pre-subscribed level of 23.6 percent up to the top-down underwriting.

For the bottom underwriting commitment, an underwriting fee of 10 percent in cash or 13 percent in the form of newly issued shares, which are issued on the same terms as the Rights Issue, is paid. For the top-down underwriting commitment, an underwriting fee of 12 percent in cash or 15 percent in the form of newly issued shares, which are issued on the same terms as the Rights Issue, is paid. No compensation is paid for the pre-subscription commitment that has been submitted.

The pre-subscription and underwriting commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.

Lock up

Altium has, through a lock-up agreement, with Navia Corporate Finance AB as counterparty, undertaken, with customary exceptions, not to sell any of the existing shareholding or such shareholding that is acquired through subscription in the Rights Issue, for a period of six months after the completion of the Rights Issue.

Timeline for the Rights Issue

• Subscription period: 6-20 December 2024.
• Trading in subscription rights: 6-17 December 2024.
• Trading in BTA: from 6 December 2024 until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading in BTA will be announced through a separate press release after the Rights Issue has been completed.
• Press release on the outcome of the Rights Issue: around 23 December 2024.

Investor presentations

During the subscription period, CEO Anders Månsson will present the Company at Aktieportföljen Live and Financial Stockholm. For details, see below.

Aktieportföljen Live
Date and time: 10 December, at 10:40
Link: Aktieportföljen Live

Financial Stockholm
Date and time: 11 December, at 17:30
Place: Scandic Anglais, Humlegårdsgatan 23, Stockholm
Registration: Financial Stockholm

Prospectus

A prospectus approved by the Financial Supervisory Authority, containing full terms and conditions for the Rights Issue, is available on the Company’s website (www.phiab.com) and on Spotlight Stock Market (www.spotlightstockmarket.com).

Advisors

Navia Corporate Finance AB is the financial advisor and Sole Bookrunner in connection with the Rights Issue. HWF Advokater AB is the legal advisor. Nordic Issuing AB is the issuing agent.

For more information about the Rights Issue, please contact:
Navia Corporate Finance AB
E-mail: info@naviacf.se
Website: www.naviacorporatefinance.com

For additional information, please contact:
Anders Månsson
E-mail: ir@phiab.com
Web: www.phiab.com – Live cell imaging & analysis

About PHI
Phase Holographic Imaging (PHI) is a medical technology company that develops and markets its non-invasive time-lapse imaging instruments for long-term quantitative analysis of living cells. The foundation of PHI’s current commercial HoloMonitor® products is Quantitative Phase Imaging (QPI) technology — an innovative approach to cell quality evaluation. QPI offers detailed analysis of cell characteristics without harming the cells, avoiding the limitations of traditional measurement methods. PHI is actively focusing on business development to expand from pre-clinical research to the clinical market and the emerging regenerative medicine field. PHI envisions transforming live cell analysis and establishing QPI as a standard for cell quality control, making future cell therapies safe, affordable, and accessible for patients. PHI is based in Lund, Sweden, Boston, MA and Winston-Salem, NC.  

Important information

This press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, subscription rights, BTAs or other securities in Phase Holographic Imaging PHI AB and investors should not subscribe for or acquire any securities other than on the basis of the information in the prospectus that will be made public before the start of the subscription period in the Rights Issue. 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 may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be unlawful. Nor does this press release constitute an offer to sell new shares, subscription rights, BTAs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such a person or where such action would require additional prospectus, registration or other measures than under Swedish law. The prospectus, the application form and other documents relating to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires measures referred to in the previous sentence or where they would be contrary to the rules of such country. Actions contrary to this instruction may constitute a violation of applicable securities laws.

Neither shares, subscription rights, BTAs nor any other securities have been or will be registered under the United States Securities Act of 1933 in its current wording (the “Securities Act”) or the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or into 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 in compliance with the securities laws of any state or other jurisdiction of the United States.

This press release may contain certain forward-looking statements that reflect the Company’s current views on future events and financial and operational development. Words such as “intends”, ” estimates”, “expects”, “may”, “plans”, “believes”, ” anticipates” and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development, and actual outcomes may differ materially from those expressed in forward-looking statements. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce 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 by law or the rules of Spotlight Stock Market.

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