NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED KINGDOM, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

iZafe Group AB (publ) (“iZafe” or the “Company”) has prepared an EU growth prospectus (“The Prospectus”) for the forthcoming issue of units consisting of shares and warrants with preferential rights for existing shareholders, which was resolved on and announced on September 6, 2021 (the “Rights Issue”) as well as approved by the extraordinary general meeting on September 23, 2021. The Prospectus was approved and registered by the Swedish Financial Supervisory Authority today. The prospectus is now available on the Company’s website, www.izafe.se, and will be made available on Mangold Fondkommission AB’s website, www.mangold.se, as well as the Swedish Financial Supervisory Authority’s website, www.fi.se.

The Prospectus has been prepared due to the forthcoming issues of units with preferential rights and was approved and registered by the Swedish Financial Supervisory Authority as of today, September 24, 2021. The Prospectus, containing the full terms and conditions and other information about the Rights Issue is available on the Company’s website, www.izafe.se, as of today, September 24, 2021. The Prospectus will also be made available on Mangold Fondkommission AB’s website, www.mangold.se, as of October 4, 2021. Subscription forms and other information regarding the Rights Issue will be made available on the Company’s and Mangold Fondkommission AB’s website as of October 4, 2021. The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website, www.fi.se.

The record date for obtaining unit rights is September 30, 2021. The subscription period will run from October 4, 2021 to October 18, 2021.

Advisors
Mangold Fondkommission AB is the financial advisor to iZafe in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.

Important information
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in iZafe in any jurisdiction. Invitation to the persons concerned to participate in the Rights Issue will only take place through the EU growth prospectus which the Company has published in connection with the Rights Issue.

This press release does not constitute or form part of an offer or solicitation 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 exemption from registration under the US Securities Act of 1933, as amended. The information in this press release may not be announced, published or distributed in or into the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Switzerland, South Africa or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.

Within the European Economic Area, no offer is made to the public of securities in any country other than Sweden. In other Member States of the European Union, such an offer may only be made in accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.

This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forwardlooking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.

Stockholm, Sweden. iZafe Group AB (publ.) (NASDAQ First North: IZAFE B) – a leading life science company in the digitalization of medication management decided in November 2018 on a warrant program, TO 6 B. The exercise period for the warrants of series TO 6 B took place during the period 14 May 2021 to 28 May 2021 and has thus been completed. A total of 7,974 TO 6 B was used for subscription, implying a utilization rate of approximately two percent.

A total of 7,974 warrants were used, corresponding to approximately two percent of all issued warrants, for subscription of 7,974 Class B shares at a subscription price of SEK 2.60 per Class B share. Through the exercised warrants, iZafe Group will thus receive just over SEK 20 thousand before issue costs.

Number of shares and share capital
Through the exercise of the warrants, the number of shares in iZafe Group will increase by 7,974 Class B shares, from 34,827,700 to 34,835,674 Class B shares. The share capital thereby increases by SEK 7,974, from SEK 35,427,700 to SEK 35,435,674.

The issue entails a dilution effect of the share capital of approximately 0.02 percent.

iZafe Group AB (publ) (“iZafe Group” or “the Company”) issued 1,000,000 warrants (TO9) in connection with the procurement of a credit facility during April 2020. The exercise period for the TO 9 series warrants began on 12 April and ended on 16 April 2021. All warrants were subscribed, which adds SEK 2.6 million to iZafe Group before issue costs.

A total of 1,000,000 warrants were exercised, corresponding to 100 percent of issued warrants of series TO9. The subscription price per share would, in accordance with the warrant terms, correspond to 85 percent of the volume-weighted average price paid for the Company's B share during the period from 5 April 2021 to 9 April 2021 (5-day VWAP), but not less than SEK 2.20 and a maximum of SEK 2.60 per share and the subscription price has been set at SEK 2.60 per B share. Through the exercised warrants, iZafe Group is thus provided with SEK 2.6 million before issue costs.

"I am pleased that our lenders from 2020 are showing such great interest and believe in iZafe Group's continued journey towards strengthening our leading position in digital medicine dispensing." says iZafe Group's CEO Anders Segerström.

Number of shares and share capital
Through the exercise of the warrants, the number of shares in iZafe Group will increase by 1,000,000 Series B shares, from 34,427,700 to 35,427,700 Class B shares. The share capital increases by SEK 1,000,000, from SEK 34,427,700.00, to SEK 35,427,700.00.

The issue entails a dilution effect of the share capital of approximately 2.8 percent and of the number of votes of approximately 2.5 percent.

Advisor
Stockholm Corporate Finance AB is the financial advisor, KANTER Advokatbyrå KB is the legal advisor and Hagberg & Aneborn Fondkommission AB is the issuing institution in connection with the exercise of options.

About Stockholm Corporate Finance
Stockholm Corporate Finance is an independent privately owned financial advisor that offers services within qualified advice regarding capital raising, ownership changes, acquisitions, mergers and divestments (M&A) to listed and private companies and their owners. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which consists of 50 M&A advisers and investment banks in 35 countries. Stockholm Corporate Finance is an investment firm under the supervision of Finansinspektionen and is a member of the trade association SwedSec Licensiering AB. For more information see: www.stockholmcorp.se.

Stockholm, Sweden – iZafe Group AB (publ) (NASDAQ First North: IZAFE B), a leading Life Science company focused on the digitalisation of healthcare, is announcing that the board of directors of iZafe Group AB (“iZafe” or “the company”) has today resolved to execute a new share issue.

Supported by the authorisation granted by the 2020 annual general meeting, the board of directors has today resolved to execute an offset issue (issue of shares in consideration for debt) directed at Sten Röing, who has a claim against the company of SEK 862,500 in total.

The offset issue will comprise a maximum of 349,190 Class B shares and will increase shares outstanding from 34,078,510 to 3,494,010 divided among 600,000 Class A shares and 34,341,010 Class B shares.

The subscription price for the offset issue will be SEK 2.47 per Class B share. The subscription price corresponds to the volume weighted average price, calculated as the daily volume-weighted price paid on Nasdaq Premier Growth Markets for Class B shares in the company during a period of 10 trading days immediately preceding the date of the board resolution, with a discount of five percent.

The board has elected to waive shareholders’ pre-emptive rights because the offset issue will strengthen the company’s financial position in a timely and cost-effective manner.

In November 2019, iZafe Group AB (publ) (“iZafe” or “the Company”), a leading Life Science company forcused on the digitalisation of medication handling, completed a rights issue in the form of shares and free warrants. The exercise period for the series TO 8 B warrants ran from December 4, 2020 through December 18, 2020 and has thus ended. In total, 1,216,429 series TO 8 B warrants – which equals around 45 percent of the warrants – were exercised.

A total of 1,216,429 warrants were exercised, representing about 45 percent of all warrants, to subscribe for 1,216,429 Class B shares at an exercise price of SEK 3.30 per Class B share. The exercised warrants thus provide iZafe with proceeds of about SEK 4 million before issue costs.

Number of shares and share capital
Exercise of the warrants increases the number of shares in iZafe by 1,216,429 Class B shares, from 32,262,081 to 33,478,510 shares. The share capital increases by about SEK 1,216,429 from about SEK 32,862,081 to about SEK 34,078,510.

The issue entails a dilution effect of the share capital of approximately 3.6 percent and of the number of votes of approximately 3.1 percent.

Advisor
Stockholm Corporate Finance AB is acting as financial advisor, KANTER Advokatbyrå KB as legal advisor and Hagberg & Aneborn Fondkommission AB as issuing agency in connection with the exercise of the warrants.

About Stockholm Corporate Finance
Stockholm Corporate Finance is an independent privately-owned financial advisor offering expert advisory services relating to capital raising, changes in ownership, and mergers, acquisitions and divestments (M&A) for listed and privately held companies and their owners. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which is comprised of 50 M&A advisors and investment banks in 35 countries. Stockholm Corporate Finance is under the supervision of Finansinspektionen (Sweden’s financial supervisory authority) and is a member of industry organization SwedSec Licensiering AB. For more information see www.stockholmcorp.se/eng/.

The exercise period for series TO 8 B warrants issued in connection with the rights issue of units by iZafe Group AB (publ) in November 2019 continues up to and including December 18, 2020. The last day of trading in series TO 8 B warrants on First North Premier Growth is today December 16, 2020. Each series TO 8 B warrant held entitles the holder to subscribe for one new Class B share in iZafe at a price of SEK 3,30 per Class B share. If all the series TO 8 B warrants are exercised, a total of 2,862,129 new Class B shares will be issued, and iZafe will receive proceeds of around SEK 9,4 million before transaction costs.

If your warrants are held by a nominee (in a custodian account like Nordnet or Avanza, an investment savings account (ISK) or endowment policy (KF), you must contact your nominee to subscribe.

If you wish to exercise warrants that are registered in your own name (held in a securities (VP) account), you need to download and complete a Notice of Exercise form (Sw. Anmälningssedel) that can be found at www.hagberganeborn.se or be downloaded directly here.

Note that series TO 8 B warrants will expire and become worthless if the holder does not actively subscribe for shares by December 18, 2020, or alternatively sell their warrants by December 16, 2020.

Advisor
Stockholm Corporate Finance AB is acting as financial advisor, KANTER Advokatbyrå KB as legal advisor and Hagberg & Aneborn Fondkommission AB as issuing agent in connection with the exercise of the warrants.

About Stockholm Corporate Finance
Stockholm Corporate Finance is a Swedish, independent and privately-owned financial advisor which offers financial advisory by taking transaction initiatives, acting in an advisory capacity and assisting with transaction process implementation, working closely with owners, board members and management in listed and privately held companies.

Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which is comprised of 46 M&A advisors and investment banks in 38 countries. Stockholm Corporate Finance is under the supervision of Finansinspektionen (Sweden’s financial supervisory authority) and is a member of industry organization SwedSec Licensiering AB. For more Information, see www.stockholmcorp.se /eng/.

In November 2019 iZafe Group AB (publ) (“iZafe” or “the Company”) carried out a rights issue of units, consisting of shares and series TO 8 B warrants. The subscription period for the series TO 8 B warrants begins on Friday, December 4, 2020 and continues up to and including December 18, 2020.

One (1) series TO 8 B warrant entitles the holder to subscribe for one (1) new Class B share in iZafe. Under the terms of the warrants the exercise price is SEK 3,30. If all the warrants are exercised, iZafe will receive proceeds of around SEK 9,4 million before issue costs.

Summary instructions and important dates

• Warrant holders wishing to exercise these warrants to subscribe for Class B shares must notify this themselves in good time before Friday, December 18, 2020. After this date the warrants will expire and become worthless.

• Holders who do not wish to exercise their warrants are recommended to sell them. The warrants will be traded up to and including Wednesday, December 16, 2020.

Detailed instructions for holders of warrants are given below.

Exercise of warrants held by a nominee
Those whose series TO 8 B warrants are held by a nominee [held in a custodian account, investment savings account (ISK) or endowment policy (KF)] must notify that they wish to exercise warrants by contacting their nominee and following the nominee’s instructions for subscription and payment. This should be done in good time before Wednesday, December 16, 2020, since different nominees have differing processing times.

Exercise of warrants registered in own name
Holders of series TO 8 B warrants that are registered in their own name [holdings in a securities (VP) account] must notify that they wish to exercise warrants by completing and submitting a Notice of Exercise for iZafe’s series TO 8 B warrants so that it is received by the issuing agent Hagberg & Aneborn Fondkommission by 15:00 CET on Friday, December 18, 2020 at latest.

The Notice of Exercise can be downloaded from:

iZafe’s website, www.izafe.se/teckningsoptioner; and

Hagberg & Aneborn Fondkommission’s website, www.hagberganeborn.se

Note that payment for the new shares must also be received by Hagberg & Aneborn Fondkommission by December 18, 2020 at the latest in accordance with the instructions in the Notice of Exercise.

Trading in iZafe series TO 8 B warrants
Holders who do not wish to exercise their warrants are recommended to sell them on First North Premium Growth so that another party can exercise the warrants. The iZafe series TO 8 B warrant is being traded on First North Premium Growth up to and including Wednesday, December 16, 2020. Warrants that are not exercised before December 18, 2020 or sold before December 16, 2020 will expire and become worthless.

Result and delivery of new shares
The result of the exercise of series TO 8 B warrants will be published in a press release on or around Friday, December 18, 2020.

The new shares will be delivered to the subscribers’ accounts as interim shares (IS). They will then be admitted to trading on First North Premium Growth as soon as the issue has been registered with Bolagsverket (the Swedish companies registration office) and Euroclear.

Full terms and conditions for iZafe series TO 8 B
Full terms and conditions for iZafe series TO 8 B are available in the information memorandum prepared by iZafe’s Board of Directors in conjunction with the rights issue in 2019.

The memorandum can be downloaded from iZafe’s website www.izafe.se/teckningsoptioner or be downloaded directly here.

ISIN code
The ISIN code for iZafe series TO 8 B is SE0013409406.

Number of series TO 8 B warrants and potential proceeds
The number of warrants amounts to 2,862,129. If all the warrants are fully exercised, iZafe will receive proceeds of around SEK 9,4 million, before issue costs.

Advisor
Stockholm Corporate Finance AB is acting as financial advisor, KANTER advokatbyrå KB as legal advisor and Hagberg & Aneborn Fondkommission AB as issuing agency in connection with the exercise of the warrants.

About Stockholm Corporate Finance
Stockholm Corporate Finance is an independent privately-owned financial advisor offering expert advisory services relating to capital raising, changes in ownership, and mergers, acquisitions and divestments (M&A) for listed and privately held companies and their owners. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which is comprised of 46 M&A advisors and investment banks in 38 countries. Stockholm Corporate Finance is under the supervision of Finansinspektionen (Sweden’s financial supervisory authority) and is a member of industry organization SwedSec Licensiering AB. For more information see www.stockholmcorp.se/eng/.

The subscription price for warrant TO 8 B iZafe Group AB (“iZafe” or “the Company”) has been set at SEK 3.30 in accordance with the applicable option terms. One (1) warrant TO 8 B entitles the holder to subscribe for one (1) B share in iZafe. Subscription of Class B shares with the support of warrants can take place from and including 4 December 2020 to and including 18 December 2020. If all warrants of series TO 8 B are exercised, the Company will receive SEK 9,445,000 before issue costs.

Conditions in summary


  • Subscription period: 4 – 18 December 2020 (subscription takes place through simultaneous cash payment).
  • Number of warrants: 2,862,129 warrants of series TO 8 B.
  • Subscription price: The holder of warrants has the right to subscribe for one new B share in iZafe for each warrant at the subscription price of SEK 3.30 per share.
  • Issue volume: When full exercise of all warrants, SEK 9,445,026 is added to iZafe.
  • Last day for trading in warrants: 16 December 2020.

Stockholm, Sweden – iZafe Group AB (publ) (NASDAQ First North: IZAFE B) – a leading Life- Science company focused on health care digitalisation, today announces the appointment of Ida Almgren as the new CFO. Ms Almgren will join the company on 9 November 2020.

Ida Almgren has many years of experience with and responsibility for business analysis and financial planning with established companies. Ms Almgren’s professional experience includes working with high-growth companies and start-ups in various phases of development, where her areas of focus included strategy and growth. Immediately prior to joining iZafe, Ms Almgren served in the role of Revenue Manager for SAS, and was previously the CFO of Thunderkick.
 
“I bring expertise to iZafe Group acquired through my experience as a CFO and member of executive management teams in roles that entailed overall financial responsibility. I look forward to returning to a smaller, entrepreneurial company where I can be involved in internationalising and further developing the business,” says CFO Ida Almgren, iZafe Group.

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