Qlife Holding AB
Fri, Mar 24, 2023 14:45 CET
Resolution on amendment of the Articles of Association
The extraordinary general meeting resolved in accordance with the proposal from the board of directors to amend the provisions in the Articles of Association regarding the limits for the company’s share capital and the number of shares. The limits that are ultimately registered at the Swedish Companies Registration Office (Sw. Bolagsverket) depend on the number of shares subscribed and paid for in the Rights Issue (see definition below). Resolution on approval of the board of directors’ resolution on rights issue of units
The extraordinary general meeting resolved in accordance with the proposal from the board of directors to approve the board of directors’ resolution of 16 February 2023 on a rights issue of a maximum of 576,813,400 units (the “Rights Issue”). Those who are registered as shareholders in the company on the record date 5 April 2023 will receive twenty-five (25) unit rights per existing share. One (1) unit right entitles to subscription of one (1) unit in the company at a subscription price of SEK 0.1 per unit, which corresponds to a subscription price of SEK 0.1 per share. Each unit consists of one (1) new share and one (1) warrant series TO 3 (“TO 3”). In total, the issue comprises a maximum of 576,813,400 shares and a maximum of 576,813,400 TO 3. One (1) TO 3 entitles the right to acquire one (1) new share in the company against cash consideration amounting to SEK 0.11 per share. The TO 3 may be exercised during the period from and including 11 September 2023 up to and including 29 September 2023. Upon full subscription of all shares that are issued in the Rights Issue, the company’s share capital will increase with a maximum of SEK 46,145,072. Upon full subscription of all TO 3 that are issued in the Rights Issue, the company’s share capital will increase with a maximum of SEK 46,145,072. The subscription period in the Rights Issue runs from and including 11 April 2023 up to and including 25 April 2023. Resolution on authorization for the board of directors to resolve on issues
The extraordinary general meeting resolved, in accordance with the proposal from the board of directors, to authorize the board of directors in accordance with the following. The board of directors shall be authorized, at one occasion, during the period up until the next annual general meeting, to resolve on a new issue of additional units consisting of shares and warrants in the event of over-subscription in the Rights Issue. The issue can be made with or without provisions regarding payment in cash, set-off or other provisions. The authorization can only be used to carry out a so called ”over-allotment issue”. The total number of shares and warrants that may be issued pursuant to the authorization under this item 1 shall not exceed 50,000,000 shares and 50,000,000 warrants. The right to subscribe for the new shares and warrants shall, with deviation from the shareholders’ preferential rights, primarily vest with strategic and professional investors which have subscribed for units in the Rights Issue without receiving full allotment. An issue resolved upon in accordance with this item 1 shall be made on the same main terms as in the Rights Issue. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights under this item 1 is to be able to satisfy any over-subscription in the Rights Issue and thereby provide the company with additional capital contributions and strategic and professional investors and to provide the opportunity for increased distribution in the company's share. In order to enable new issues of units consisting of shares and warrants as guarantee compensation to persons who have entered into guarantee commitments (the ”Guarantors”) to secure the Rights Issue, the board of directors shall, on one or more occasions, during the period up until the next annual general meeting, with deviation from the shareholders' preferential rights and with or without provisions regarding payment in cash, set-off or other provisions, be authorized to resolve on new issues of shares and warrants to the Guarantors. Upon exercise of the authorization under this item 2, the subscription price for units shall be the same as in the Rights Issue. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights under this item 2 is to be able to carry out an issue of units as guarantee compensation to the Guarantors. The number of shares and warrants that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation that the company shall pay to the Guarantors. The remaining issue terms in accordance with the items above shall be determined by the board of directors. Helsingborg on 24 March 2023
Qlife Holding AB (publ)
The information was submitted for publication, through the agency of the contact person, on 24-03-2023 14:45 CET. For more information please contact:
Mette Gross, Chair Qlife Holding AB
Tel. No. : +46 (0)73-517 85 25
Qlife is a medical device company born to challenge the status quo in healthcare. We work to shift the perspective and turn today's view on healthcare into tomorrow's focus on health- empowerment. We are on a quest to empower people with more accessible ways to understand their health - so that they can move beyond reactive care towards proactive wellbeing. It's how we contribute to improving quality of life for every individual and for the greater society. Shares for Qlife are being traded on Nasdaq First North Growth Market in Stockholm with G&W Fondkommission as certified advisor. Read more on Egoo.health , Qlifeholding.com or follow us on LinkedIn .

Bulletin from the extraordinary general meeting in Qlife Holding AB on 24 March 2023

Qlife Holding AB
Thu, Feb 16, 2023 23:39 CET
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail. No. 559224-8040, are hereby invited to attend the extraordinary general meeting to be held on Friday 24 March 2023, at 13.00 CET at Hetch’s premises at Redaregatan 48 in Helsingborg. Right to participate and notification
Shareholders wishing to participate in the meeting must:
partly be listed in the company’s share register kept by Euroclear Sweden AB as of Thursday 16 March 2023;
partly have given a notice of their intention to participate to the company no later than on Monday 20 March 2023, by mail to Qlife Holding AB, att: Stämma, Redaregatan 48, SE-252 36 Helsingborg, Sweden or by e-mail to info@egoo.health. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most). Trustee-registered shares
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Monday 20 March 2023. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration. Proxy etc. In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the company’s website ( www.qlifeholding.com ) and will be sent to shareholders who request it and state their address. Proposed agenda
Item 1: Election of chairman of the meeting
The board of directors proposes that the chairman of the board of directors Mette Gross is elected as chairman of the meeting. Item 6: Resolution on amendment of the Articles of Association
In order to enable the rights issue of units that is proposed to be approved under item 7 at the meeting (the “Rights Issue”), the board of directors proposes that the meeting resolves to amend the company’s Articles of Association by adopting new limits for the share capital and the number of shares. The board of directors has prepared three proposals for amendments to the Articles of Association, Alternative A, Alternative B and Alternative C. Only one of the alternatives is intended to be registered with the Swedish Companies Registration Office (Sw. Bolagsverket). Which alternative that is registered depends on how many shares and warrants that are subscribed for and paid in the Rights Issue. The board of directors is proposed to be authorized to register the company’s new Articles of Association in accordance with one of Alternative A, Alternative B or Alternative C, based on what the board of directors, considering the outcome of the Rights Issue, deems most appropriate. Therefore, the meeting is proposed to resolve on alternatives, but only one of the alternatives will ultimately be registered with the Swedish Companies Registration Office. Amendments to the Articles of Association according to Alternative A
§4 Share capital
Current wording
Proposed wording
§5 Number of shares
Proposed wording
The number of shares shall not be less than 500,000,000 and shall not exceed 2,000,000,000. The meeting’s resolution in accordance with the board of directors’ proposals under Alternative A-C shall be resolved upon as one joint resolution. The resolution on amendment of the Articles of Association presupposes and is conditional on the meeting resolving to approve the board of directors’ resolution on rights issue of units, as well as the board of directors’ proposal on authorization for the board of directors to resolve on issues, in accordance with the board of directors’ proposal to the meeting. Item 7: Resolution on approval of the board of directors’ resolution on rights issue of units
The board of directors proposes that the meeting resolves to approve the board of directors’ resolution of 16 February 2023 on issue of a maximum of 576,813,400 units consisting of shares and warrants in accordance with the following conditions:
Each unit consists of one (1) new share and one (1) warrant series TO 3 (“TO 3”). In total, the issue comprises a maximum of 576,813,400 shares and a maximum of 576,813,400 TO 3. The subscription price shall be SEK 0.1. Any amount exceeding the quotient value of the shares shall be added to the free share premium reserve. The warrants are issued without consideration. Subscription of units with preferential rights shall be made by exercise of unit rights. The right to receive unit rights for subscription of units with preferential rights shall vest in those who, on the record date, are registered as shareholders and thereby are allotted unit rights in relation to their shareholding as of the record date. The record date for receipt of unit rights and the right to participate in the issue with preferential rights shall be 5 April 2023. Each existing share entitles to twenty-five (25) unit rights and one (1) unit right entitles to subscription of one (1) unit. If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the issue:
firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units;
secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and
thirdly, to those who have provided underwriting commitments regarding subscription of units, in proportion to such underwriting commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots. Subscription of units by exercise of unit rights shall be made through cash payment during the time period from and including 11 April 2023 up to and including 25 April 2023. Subscription of units through payment means that the subscriber authorizes an issuing agent engaged by the company to execute subscription on a subscription list regarding the number of free-of-charge warrants that the subscribed units consist of. Subscription of units without exercise of unit rights shall be made on a separate subscription list during the same time period as subscription by exercise of unit rights shall be made. Payment for units subscribed for without exercise of unit rights is to be made no later than the third banking day after notice on the allotment has been sent to the subscriber through promissory note. The board of directors shall have the right to prolong the time period for subscription and payment. Subscription can only be made in units and thus not by shares or warrants individually. Allotment may only be made in units. However, after the issue, the shares and warrants will be separated. The shares issued in connection with the rights issue convey right to dividends as from the first record date for dividends occurring after the issue resolution. For TO 3 and the exercise of the subscription right, the following terms and conditions inter alia applies:
that one (1) TO 3 entitles the right to acquire one (1) new share in the company against cash consideration amounting to SEK 0.11 per share. Any amount exceeding the quotient value of the shares shall be added to the free share premium reserve. that the subscription price and the number of shares that each TO 3 entitles right to subscribe for shall be subject to customary recalculation formulas upon split or consolidation of shares, rights issue and similar events;
that the warrants may be exercised during the period from and including 11 September 2023 up to and including 29 September 2023; and
that a share issued pursuant to subscription confers right to dividends from the first record date for dividends that occurs following effectuation of the subscription to such extent that the share has been recorded as interim share in the company’s share ledger. Upon full subscription of all shares that are issued in the rights issue, the share capital will increase with a maximum of SEK 46,145,072. Upon full subscription of all warrants series TO 3 that are issued in the rights issue, the share capital will increase with a maximum of SEK 46,145,072. The resolution presupposes and is conditional on that the meeting resolves to approve the board of directors’ resolution on authorization for the board of directors to resolve on issues, as well as the board of directors’ proposal on resolution to amend the Articles of Association in accordance with the board of directors’ proposal to the meeting. Item 8: Resolution on authorization for the board of directors to resolve on issues
The board of directors proposes that the meeting resolves to authorize the board of directors in accordance with the following. The board of directors shall be authorized, at one occasion, during the period up until the next annual general meeting, to resolve on a new issue of additional units consisting of shares and warrants in the event of over-subscription in the Rights Issue. The issue can be made with or without provisions regarding payment in cash, set-off or other provisions. The authorization can only be used to carry out a so called ”over-allotment issue”. The total number of shares and warrants that may be issued pursuant to the authorization under this item 1 shall not exceed 50,000,000 shares and 50,000,000 warrants. The right to subscribe for the new shares and warrants shall, with deviation from the shareholders’ preferential rights, primarily vest with strategic and professional investors which have subscribed for units in the Rights Issue without receiving full allotment. An issue resolved upon in accordance with this item 1 shall be made on the same main terms as in the Rights Issue. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights under this item 1 is to be able to satisfy any over-subscription in the Rights Issue and thereby provide the company with additional capital contributions and strategic and professional investors and to provide the opportunity for increased distribution in the company's share. In order to enable new issues of units consisting of shares and warrants as guarantee compensation to persons who have entered into guarantee commitments (the ”Guarantors”) to secure the Rights Issue, the board of directors shall, on one or more occasions, during the period up until the next annual general meeting, with deviation from the shareholders' preferential rights and with or without provisions regarding payment in cash, set-off or other provisions, be authorized to resolve on new issues of shares and warrants to the Guarantors. Upon exercise of the authorization under this item 2, the subscription price for units shall be the same as in the Rights Issue. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights under this item 2 is to be able to carry out an issue of units as guarantee compensation to the Guarantors. The number of shares and warrants that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation that the company shall pay to the Guarantors. The remaining issue terms in accordance with the items above shall be determined by the board of directors. The meeting’s resolution in accordance with the board of directors’ proposal under items 1 and 2 above shall be resolved upon as one joint resolution. The resolution presupposes and is conditional on the meeting resolving to approve the board of directors’ resolution on rights issue of units, as well as the board of directors’ proposal on amendment of the Articles of Association in accordance with the board of directors’ proposal to the meeting. Particular majority requirements
For valid resolutions on the proposals pursuant to items 6 and 8 the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting. Information at the meeting
Shareholders present at the meeting have the right to request information regarding circumstances that may affect the assessment of items on the agenda pursuant to Chapter 7, Section 32 Item 1 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). Meeting documents
The complete proposals and relating documents according to the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and other documents for the meeting, will be available at the company’s office at Redaregatan 48, SE-252 36 Helsingborg, Sweden and at the company’s website ( www.qlifeholding.com ) as from no later than three weeks prior to the meeting, and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the
meeting.

Notice of extraordinary general meeting in Qlife Holding AB

Qlife Holding AB
Thu, Feb 16, 2023 23:37 CET
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. Today, the board of directors in Qlife Holding AB (“Qlife” or the “Company”) has, subject to approval by the extraordinary general meeting on March 24, 2023, resolved to carry out an issue of 576,813,400 units, consisting of shares and warrants of series TO 3, with preferential rights for the Company’s existing shareholders (the “Rights Issue”). Provided that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 57.7 million before the deduction of transaction costs. The Rights Issue is secured through subscription undertakings from members of the Company management and board of directors, of approximately SEK 0.8 million, and guarantee commitments of approximately SEK 40.4 million, entailing that the Rights Issue is secured to approximately 71.3 percent. In addition, the board of directors may carry out an over-allotment issue of SEK 5 million if the Rights Issue is oversubscribed (the “Over-allotment Issue”). In order to secure the financing needs until the Rights Issue is completed, the Company has secured bridge financing amounting to a total of SEK 7.25 million, which is to be settled after the settlement of the Rights Issue. Notice to the extraordinary general meeting will be published in a separate press release. Summary of the Rights Issue
The Rights Issue is proposed to be carried out on the following main terms:
The Rights Issue comprises a maximum of 576,813,400 units, corresponding to a maximum of 576,813,400 shares and 576,813,400 warrants of series TO 3. Upon full subscription in the Rights Issue, Qlife will receive approximately SEK 57.7 million before deduction of issue costs. Existing shareholders will receive twenty-five (25) unit rights for each share held on the record date on April 5, 2023. One (1) unit right entitles the holder to subscribe for one (1) unit in the Company. Each unit consists of one (1) share and one (1) warrant of series TO 3. One (1) warrant of series TO 3 entitles the holder to subscribe for one (1) new share in the Company during the period September 11, 2023 – September 29, 2023 at an exercise price of SEK 0.11 per share. The last day of trading in Qlife’s shares including the right to receive unit rights in the Rights Issue is April 3, 2023. The shares are traded excluding the right to receive unit rights in the Rights issue from April 4, 2023. The subscription price in the Rights Issue is SEK 0.10 per unit, corresponding to SEK 0.10 per share (the warrants are issued free of charge). The subscription period in the Rights Issue runs between April 11, 2023 – April 25, 2023. Trading in unit rights will take place on Nasdaq First North Growth Market during the period April 11, 2023 to April 20, 2023 and trading in BTU (paid subscribed unit) will take place on Nasdaq First North Growth Market from April 11, 2023 until the Rights Issue is registered with the Swedish Companies Registration Office. Warrants of series TO 3 are expected to be admitted to trading on Nasdaq First North Growth Market in close connection to the Rights Issue’s registration at the Swedish Companies Registration Office and the BTU’s conversion to ordinary shares and warrants. The Rights Issue is secured to approximately 71.3 percent through subscription and guarantee commitments subject to customary conditions. The complete terms and conditions for the Rights Issue, including additional information about the Company, will be made available in a EU growth prospectus that is expected to be published around April 5, 2023 (the “Prospectus”). Background and reason
Qlife has developed the highly versatile Egoo.health testing platform, integrating several technologies, which can potentially test for a broad range of biomarkers and viruses – protein based and molecular. The technology is easy to use, holds a low cost, and is suitable for use in people’s homes or decentral testing locations. The Egoo platform contains an innovative and patented plasma filtration unit, Egoo Collect, which the Company - based on early indications from the market - assesses can be marketed as a stand-alone product. Today, the short-term focus is the launch of CRP as a wellness test, validating the use case in clinical retail and home settings. This strategy allows Qlife to pursue partnerships in selected market segments and geographies, with demonstrated commercial cases. During 2023, the Company expect to find one or more strategic partners to enable the Company to continue development of additional tests to strengthen the Egoo.health menu. The board of directors therefore assesses that there are currently good opportunities to make use of the Company’s technology and full commercial potential, which has been the basis for the board of directors’ proposal of the Rights Issue. The primary purpose of the Rights Issue is to strengthen the Company’s financial position and finance the capital needs expected in the coming year. Use of proceeds
Upon full subscription in the Rights Issue, the Company will receive gross proceeds of approximately SEK 57.7 million which, after deduction of issue costs and repayment of bridge financing, are intended to be used for the following areas of use, in order of prior:
Approximately 50 percent will be used for sales and partnering efforts of the CRP test into private clinics and consumer health segments. Approximately 35 percent will be used to advance its regulatory efforts for the clinical use of the CRP in the European markets. Approximately 15 percent will be used for general administration and other. In the event that all warrants series TO 3 issued in the Rights Issue are exercised for subscription of shares, the Company will receive additional gross proceeds of approximately SEK 63.5 million which, after deduction of issue costs, are intended to be used for the following areas of use, in order of prior:
Approximately 40 percent will be used for sales and partnering efforts of the CRP test into private segments. Approximately 25 percent will be used for regulatory filings of the CRP test. Approximately 20 percent will be used for continued R&D investments in expansion of test menu with additional capsules. Approximately 15 percent will be used for general administration and other. In case of great interest, the board of directors has the option to resolve on the Over-allotment Issue of up to 50,000,000 units, directed primarily to strategic and professional investors who have subscribed for units in the Rights Issue without receiving full allotment, corresponding to initial additional issue proceeds of SEK 5 million before issue costs. The potential net proceeds from the Over-allotment Issue are intended to be used for regulatory and commercial roadmap preparations for the US market. Extraordinary general meeting
The board of directors’ resolution on the Rights Issue is conditional on subsequent approval at the extraordinary general meeting on March 24, 2023. The resolution on the Rights Issue requires and is conditional on the limits for share capital and the number of shares in the articles of association being changed in accordance with the board of directors’ proposal to the extraordinary general meeting and that the extraordinary general meeting also resolves on an issue authorization for the implementation of the Over-allotment Issue and the offset of guarantee fees in units. Notice to the extraordinary general meeting will be published in a separate press release. Preliminary timeline for the Rights Issue
March 24, 2023
Subscription commitments and guarantee commitments
Members of the Company management and the board of directors have undertaken, directly or through a legal entity, to subscribe for units in the Rights Issue for an amount equaling approximately SEK 0.8 million. The Rights Issue is thereby subject to subscription commitments corresponding to approximately 1.3 percent of the issued amount. In addition to the subscription commitments, a guarantee syndicate, syndicated by G&W Fondkommission, have provided guarantee commitments subject to customary conditions which, in aggregate, amount to approximately SEK 40.4 million, which corresponds to approximately 70.0 percent of the Rights Issue. Consequently, the Rights Issue is secured to 71.3 percent through the aforementioned subscription and guarantee commitments. A guarantee fee will be paid to the guarantors, based on current market conditions, of sixteen (16) percent of the guaranteed and allotted amount. Eight (8) percent of the fee will be paid in cash and eight (8) percent is to be offset against units to the same terms as in the Rights Issue. The guarantee compensation in newly issued units is to be effectuated by a directed issue of units, resolved by the board of directors based on the authorization granted by the extraordinary general meeting on March 24, 2023. No fee is to be paid for the subscription commitments that have been entered into. Neither the subscription commitments nor the guarantee commitments are secured through bank guarantees, restricted funds, pledged assets or similar arrangements. Further information regarding the parties who have entered into subscription commitments and guarantee commitments will be presented in the Prospectus. Exercise price and subscription period for warrants of series TO 3
One (1) warrant of series TO 3 entitles the holder to subscribe for one (1) new share in the Company during the period September 11, 2023 – September 29, 2023 at an exercise price of SEK 0.11 per share. The warrants are expected to be admitted to trading on Nasdaq First North Growth Market in close connection to the Rights Issue’s registration at the Swedish Companies Registration Office. Bridge financing
In order to secure the financing needs until the Rights Issue is completed, the Company entered into a bridge loan agreement of SEK 7.25 million, subject to customary conditions based on current market conditions. The loan runs until the Rights Issue is completed. Over-allotment Issue
If the Rights Issue is oversubscribed, the board of directors may resolve to carry out an Over-allotment Issue of a maximum of 50,000,000 units (corresponding to 50,000,000 shares and 50,000,000 warrants of series TO 3) directed primarily to strategic and professional investors who have subscribed for units in the Rights Issue without receiving full allotment, which may provide the Company with additional initial issue proceeds of SEK 5 million before issue costs. Thus, the Over-allotment Issue may increase the total initial issue proceeds in the Rights Issue to approximately SEK 62.7 million before issue costs. Change of share capital and number of shares and dilution
Through the Rights Issue, the number of shares in Qlife will initially increase by a maximum of 576,813,400 shares, from 23,072,536 shares to 599,885,936 shares and the share capital will increase by a maximum of SEK 46,145,072.00, from SEK 1,845,802.88 to SEK 47,990,874.88. For existing shareholders who do not participate in the Rights Issue this means, upon full subscription, a dilution effect of approximately 96.2 percent of the votes and capital in the Company. In the event that all warrants of series TO 3 are fully exercised for subscription of new shares in the Company, the number of shares will increase by an additional 599,885,936 to a total of 1,176,699,336 shares and the share capital will increase by an additional SEK 46,145,072.00 to SEK 94,135,946.88. This corresponds to a dilution effect from the warrants of an additional maximum of approximately 49.0 percent. The total dilution effect if both the Rights Issue and the warrants are fully subscribed thus amounts to approximately 98.0 percent. Through the set-off issue implemented to pay the part of the guarantee compensation payable in units, an additional 32,280,000 units consisting of 32,280,000 shares and 32,280,000 warrants will be issued. Upon full exercise of the Over-allotment Issue, an additional 50,000,000 units, consisting of 50,000,000 shares and 50,000,000 warrants series TO 3 may be issued. Upon full subscription in the Rights Issue, execution of the set-off issue to pay the guarantee compensation, full exercise of the Over-allotment Issue and full exercise of all outstanding warrants series TO 3, the maximum number of shares in the Company may amount to 1,341,259,336, and the share capital will amount to SEK 107,300,746.88, whereby the total dilution amounts to a maximum of 98.3 percent. Advisors
G&W Fondkommission acts as Financial Advisor in connection with the Rights Issue. Setterwalls Advokatbyrå AB is Legal Advisor to Qlife and Aqurat Fondkommission AB has been appointed as Issuer Agent. For additional information, please contact:
Thomas Warthoe
E-mail: tw@egoo.health
This disclosure contains information that Qlife Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 16-02-2023 23:37 CET. About Qlife Holding AB
Qlife is a Swedish company based in Helsingborg, 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.qlife.com . Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Qlife. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Qlife will only be made through the Prospectus that Qlife estimates to publish on 5 April 2023 on Qlife’s website www.qlifeholding.com . The upcoming approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Qlife. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement. The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Qlife have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America. Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law. In the United Kingdom, this document 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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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. This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

Qlife carries out a rights issue of units of approximately SEK 57.7 million

HC Andersen Capital
Wed, Nov 30, 2022 08:20 CET
QLIFE HOLDING – PRESENTATION OF Q3 INTERIM REPORT 2022
Qlife Holding has recently published their interim report for Q3 2022. Revenue in the period amounted to kSEK 1,967 (5,871). Revenue includes sales of Egoo.Health devices and capsules for the device. The company has continued decline in test activity following the end of Covid travel restrictions has led to a decline in revenue in line with expectations from the company. EBITDA for the period amounted to kSEK -14,850 (-12,146), and net loss kSEK -20,678 (-12,268). Qlife Holding AB is a med-tech group that strives to revolutionize the market for clinical biomarker and virus tests. By enabling tests at home as a complement to tests in healthcare, access to important health information is facilitated, which can contribute to better treatment and potentially prevent diseases. Qlife Holding was formed in October 2019 and received the certification ISO 13485:2016 the same year, which means that Qlife meets all requirements for the manufacture and sale of in-vitro diagnostic analyzers and reagents. The first capsules in the company's product, Egoo.Health Platform, was CE marked for professional use in early 2020. The company has patent protection for key parts of its technology. Meet Qlife Holding’s CEO Thomas Warthoe and CFO Kasper Rousøe when they present the Q3 report. Wednesday November 30, 13:00-13:30
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Disclaimer: HC Andersen Capital receives payment from the companies mentioned for a DigitalIR/Corporate Visibility agreement. The content is not buy or sell recommendations. Mie Halse
mie@hcandersencapital.dk
+45 28746640
#DigitalIR is the digitalization of the relationship between investors and stock-listed companies. #DemocraticIR is the basic idea that all investors should have access to equal information.

HC Andersen Capital Event 30/11: Meet the top management in Qlife Holding

Qlife Holding AB
Tue, Nov 29, 2022 16:54 CET
Financial summary – third quarter 2022
 
Revenue in the period amounted to kSEK 1,967 (5,871). Revenue includes sales ofEgoo.Health devices and capsules for the device. Continued decline in test activity following the end of Covid travel restrictions has led to a decline in revenue in line with our expectations. EBITDA for the period amounted to kSEK -14,850 (-12,146), and net loss kSEK -20,678 (-12,268). The total cash flow in the third quarter amounted to kSEK -21,766 (-25,580). Earnings per share before/after dilution for the second quarter amounted to SEK -1.34 (-0.79), calculated on weighted average number of shares in the period. Financial summary – January - September 2022
 
Revenue in the period amounted to kSEK 16,897 (27,529). Revenue includes sales of Egoo.Health devices and capsules for the device. Q1 showed strong revenue, while continued decline in test activity in Q2 & Q3 led to a decline in revenue in line with expectations. EBITDA for the period amounted to kSEK -51,768 (-23,286), and net loss kSEK -56,097 (-24,844). The total cash flow in the first three quarters of 2022 amounted to kSEK -61,479 (-61,907). Earnings per share before/after dilution for the first three quarters of 2022 amounted to SEK -3.62 (-1.86), calculated on weighted average number of shares in the period. Significant events – 3rd quarter 2022
On September 30th Qlife annunced reductions in operational costs through workforce reductions and restructuring. The estimated effect of the changes are annual savings of 34 MSEK, with anticipated effect from Q1, 2023. On 24 August 2022, the board of directors resolved to carry out a rights issue of units, consisting of shares and warrants series TO2022. The rights issue was approved by the extraordinary general meeting on 27 September 2022. Qlife has signed an outsourcing agreement with Finnish group Scanfil to take over the continued production of the company’s Egoo device. Scanfil is a world leader in manufacturing and a system supplier to the global electronics industry with a vast network of factories, including a factory in Åtvidaberg, Sweden, that will support Qlife. Significant events after the end of 3rd quarter 2022
On 20 October 2022, Qlife announced outcome in rights issue. The Rights Issue has been subscribed for to a total of approximately 70.0 percent. The Company will thus receive total proceeds of approximately SEK 53.1 million before transaction costs, and upon full exercise of all warrants, Qlife will receive additional proceeds of a maximum SEK 75.9 million in June 2023 before transaction costs. Following the rights issue, QLife has amortized loans of SEK 20 M.
Nomination commitee for annual general meeting 2023 has been appointed. This disclosure contains information that Qlife Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on FRI, NOV 25, 2022 10:00 CET.

Correction: Qlife Holding AB, Interim report Q3 2022

Atonomics

At-home IVD test developers, at-home sample collection device developers, at-home testing service providers, and all other companies playing in the at-home testing ecosystem. Companies tagged as #AtHomeTestingEcosystem

Health Monitoring & Diagnostics

Companies developing medical devices (per the IMDRF's definition of "medical device"). Includes software, lab-developed tests (LDTs), and combination products. *Columns updated as regularly as possible.

Medical Devices

Technologies, platforms, and systems that engage consumers for lifestyle, wellness, or health-related purposes; capture, store, or transmit health data; and/or support life science and clinical operations. (DiME, DTA, HealthXL, & NODE.Health)

Digital Health

Health IT 

Qlife is a high-tech medical device company that seeks to revolutionize the clinical biomarker testing of whole blood by taking it out of the lab and into the homes of the people who needs it the most. Its main product, The Egoo Home System, is an integrated platform consisting of a small home device and disposable capsules, each of which tests for a specific biomarker. It provides a digital infrastructure for sharing the data with the patient’s doctor, clinic or hospital via smartphone and computer. Qlife is headquartered in Helsingborg, Sweden.

Date	3/2/2020
Round	IPO
Amount
Investors	Public
Valuation
Revenue	0 FY undefined
Sources	1

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Qlife Holding

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