NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Prolight Diagnostics AB (publ) (“Prolight” or the “Company”) issued warrants of series TO6 in connection with the Company’s rights issue of units during the fourth quarter of 2023. Each warrant of series TO6 entitles the holder to subscribe for one (1) new share in the Company. The exercise price for the warrants of series TO6 shall be determined to 70 percent of the volume-weighted average price in the Company’s share during the measurement period, from and including May 2, 2024, up to and including May 16, 2024, however not lower than the quota value of the Company’s share and not higher than SEK 0.4375 per share. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 0.14, therefore, the exercise price for the warrants of series TO6 is set to SEK 0.10. The exercise period for warrants of series TO6 runs from and including May 20, 2024, up to and including May 31, 2024.

Full terms and conditions for the warrants are available at the Company's website, www.prolightdx.com.

Summarized terms for the warrants of series TO6:

Exercise period: May 20, 2024 – May 31, 2024.

Exercise price: SEK 0.10 per share.

Issue size: 217,513,494 warrants of series TO6 entitling to subscription of 217,513,494 shares. If all the warrants are exercised the Company will receive approximately SEK 21.8 million before issuing costs.

Last day for trading with warrants of series TO6: May 28, 2024.

Note that the warrants that are not exercised at latest on May 31, 2024, or sold at the latest on May 28, 2024, will expire without value. For the warrants not to lose their value, the holder must actively exercise the warrants for subscription of new shares or sell the warrants. Please observe that certain nominees might close their application earlier than May 31, 2024.

Shares, share capital, and dilution

If all warrants of series TO6 are exercised the total number of shares in the Company will increase by 217,513,494, from 499,782,948 shares to 717,296,442 shares, and the share capital will increase with SEK 21,751,349.40, from SEK 49,978,294.80, to SEK 71,729,644.20. This corresponds to a maximum dilution of approximately 30.3 percent of the total number of shares and 30.3 percent of the total number of votes in the Company. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

How the warrants are exercised:

Nominee-registered warrants (Custody account)

Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account)

No accounts for issuing nor any instructions regarding payments will be sent out. Subscription will be made through simultaneous payment in accordance with the instructions on the application form. The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.

The application form including instructions for payment will be available at the Company’s website, www.prolightdx.com

Advisors
Mangold Fondkommission AB is financial advisor and Advokatfirman Lindahl KB is legal advisor to the Company in connection with the exercise of the warrants of series TO6.

For further information, please contact:
Prolight Diagnostics AB (publ)
E-mail: info@prolightdx.com
Telephone: +46 73 582 39 87
Website: www.prolightdx.com/en/

About Us
Prolight Diagnostics AB develops innovative Point-of-Care (POC) systems. These are small, portable instruments and disposable cartridges for performing in-vitro diagnostic (IVD) tests from a drop of blood.
We want to offer the foremost POC systems on the market for quick, reliable diagnosis of acute events. Our launch product will be for the measurement of troponin, to aid in the rule-in and rule-out of myocardial infarction.
 
The company’s share is traded on the NGM Nordic SME marketplace, under the ticker PRLD.

Important information

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.
The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Prolight. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The invitation for relevant individuals to subscribe to units in the Company will only take place through the Prospectus, which is available on the Company's website, www.prolightdx.com. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Prolight. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Prolight have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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” 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.

Attachments
The exercise price for the warrants of series TO6 in Prolight Diagnostics has been determined to SEK 0.10 per share

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