Reference is made to the stock exchange announcements by the Company on 11 May, 27 March and 13 March 2023 regarding the Company’s efforts to secure and strengthen the Company’s liquidity in the short and long term, and the Company’s work to explore solutions to financially strengthen the Company.
On 11 May 2023, the Company announced that it had secured interim financing through a NOK 9 million funding from certain shareholders and investors. In the first round of funding, which may be increased to an aggregate amount of NOK 16 million, the funds will be 20% as equity and 80% as a loan to the Company’s subsidiary Water Innovation AB (WIAB) (the “WIAB Loan”). The equity will be contributed in a private placement of minimum NOK 1.8 million and maximum NOK 3.2 million new shares at a subscription price per share of NOK 8 per new share (the “Private Placement”). The WIAB Loan, which will be in the aggregate of minimum NOK 7.2 million and maximum 12.8 million, will mature on 31 January 2024, at which point the interest accrued on the loan shall be 25%. The WIAB Loan may be converted to new shares in the Company at a subscription price of NOK 8 per share at maturity of the loan (i.e. in January 2024), or at an earlier capital raise in the Company, at the lenders discretion, provided, however, that in the event of an advance conversion of the WIAB Loan, the interests accrued on the individual lenders loan amount shall be reduced proportionally to reflect the shorter period of interests accrued.
Further, the board of directors proposes that the Company issues minimum 2,700,000 and maximum 4,800,000 warrants (the “Warrants”), to be finally determined when the final amount of funding in the first round has been fixed, and no later than on the day before for general meeting. The number of Warrants shall be calculated as follows: The aggregate amount of the WIAB Loan multiplied by 3 and then divided by 8 (which is the offer price in the Private Placement. The Warrants are to be allocated amongst the lenders, proportionally to the respective amount of the WIAB Loan. Each Warrant will give the holder the right to subscribe for and be allocated one new share in the Company at a subscription price of NOK 8 per new share. 1/3 of the Warrants will expire on 31 January 2024, when Warrants can be exercised against conversion of debt, while the remaining 2/3 of the Warrants will expire on the date falling five years after issuance, i.e. on 29th of May 2028. The Warrants will not be transferrable.
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Current shareholders who wish to participate in the WIAB Loan and the Private Placement with a total investment amount of minimum NOK 250,000 can contact the chairman of the Company. There can be no guarantee that shareholders are able or allowed to participate.
The net proceeds from the WIAB Loan will be used by WIAB to secure the Company’s intellectual property and pay back a loan to the parent company (SoftOx Solutions AS). The net proceeds from the Private Placement will be used for general corporate purposes, including payment of some of the debt in the Company. At current cost and activity levels of the Company, and assuming the minimum capital raised (NOK 9 million) will give the Company a runway of approximately 6 months, any further capital raised in this first round will solely be used to partly pay down the Company’s short-term debt, which is currently approx. NOK 20 million.
As part of program for financial restructuring of the Company, the Company has reduced the cost of running the Company from approx. NOK 8 million per month to approx. NOK 1 million per month. As part of that program, the management and members of the board have accepted to partly postpone payment of accrued and future salaries, board remuneration and consulting fees till end of 1st quarter 2024 with an aggregate amount of maximum NOK 6 million. The board of directors thus proposes to issue 2,250,000 warrants to be granted these employees and board members, free of charge and otherwise on the same terms and conditions as the Warrants. Provided, however that, 1/3 of the warrants granted must be exercised before 31 March 2024 and will be conditional on the employment or directorship not having been terminated at the time, while the remaining 2/3 of the warrants may be exercised within 29th of May 2028 with no such condition.
Further, as also announced in the 11 May 2023 stock exchange announcement, the Board of Directors intends to raise NOK 20 to 50 million in new equity by way of a rights issue or other structures, to be determined by the board of directors based on prevailing market conditions and terms deemed to be overall in the best interest of the Company. The board of directors has thus proposed that it is granted an authorisation to issue new shares.
The proposed resolutions regarding the Private Placement, issuances of warrants and authorisation to the board of directors to issue shares are required in order to secure the Company’s funding need going forward. It will thus be proposed that items 5 – 7 are voted over jointly at the general meeting.
The Private Placement entails a deviation of existing shareholders’ preferential rights to subscribe new shares in the Company. As further described in the stock exchange announcement from the Company on 23 May 2023, the board has considered the requirements for equal treatment of shareholders set out in the rules for issuers admitted to trading on Euronext Growth Oslo, and has concluded that the Private Placement is compliant with the equal treatment requirements to which the Company is subject. This is inter alia based on the Company’s severely constrained liquidity situation, the Offer Price is at a premium compared to the trading price of the share on the date preceding this notice, that the Company has explored several financing solutions and concluded that the current proposal is considered necessary in order to secure the short-term liquidity needs of the Company. Further, a repair issue is deemed to require too much resources and costs for the Company at this time, and the board of directors instead intends to carry out a rights issue or similar capital raise involving a broader shareholder base.
With respect to events following the last balance sheet date that are material for the Company, reference is made to interim reports, stock exchange announcements and information published by the Company through the Oslo Stock Exchange’s information system.
For further information, please contact:
CoB Geir Almås of SoftOx Solutions AS, or
Mail: ir@soft-ox.com
Mobile: (+47) 948 59 599 or (+47) 977 59 071
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