The extra general meeting in iCoat Medical AB (publ), corp. reg. no 559172-8208 (the “Company”) was held on 16 December 2022 in Stockholm whereby the shareholders primarily resolved on the following matters.
Introduction of stock option program 2022
The extra general meeting resolved, in accordance with the proposal of the board of directors, to introduce stock option program 2022 through a directed issue of not more than 1,800 warrants to the flowing persons.
| Subscriber | Number of warrants | Total premium (SEK) |
| Yuji Teramura | 200 | 81,654 |
| Kristina Nilsson Ekdahl | 200 | 81,654 |
| Bo Nilsson | 200 | 81,654 |
| Marianne Jensen Waern | 200 | 81,654 |
| Alireza Biglarnia | 200 | 81,654 |
| Peder Waern | 100 | 40,827 |
| Yvonne Kulstad | 100 | 40,827 |
| Mattias Springare | 100 | 40,827 |
| Ingrid Guldbrand | 100 | 40,827 |
| Klara Alexandersson | 100 | 40,827 |
| Vivek Manivel | 100 | 40,827 |
| Felix Sellberg | 100 | 40,827 |
| Claudia Duhrkop | 50 | 20,413.5 |
| Robin Visvanathar | 50 | 20,413.5 |
| Totalt: | 1,800 | 694,059 |
The reason for deviating from the shareholders' preferential rights is that the issue of the warrants to the subscribers is intended to constitute an incentive that is deemed to increase the commitment of persons entitled to subscribe, which the board considers essential for the future business of the Company, taken into account their importance for the Company.
For each warrant shall be paid a premium of SEK 408.27 no later than February 7, 2023. The premium corresponds to the presumed market value of the warrants established in accordance with the Black & Scholes warrant pricing model.
The participants may exercise allotted warrants during the period from September 1, 2025, up to and including January 31, 2026. Each warrant entitles its holder to subscribe for one (1) B-share in the Company at a subscription price of SEK 3,902.60.
If all warrants are used for subscription, the Company’s share capital will increase with SEK 7,380 [which will give a dilution of shares by approximately 1,2 percent of both series of shares and approximately 0,17 percent of the votes of the Company. The dilution effect regarding the shares and votes of the Company due to new B-shares subscribed for upon exercise of the warrants has been calculated by dividing the total number of B-shares and votes that the warrants entitle to subscribe for with the total number of shares and votes after the warrants have been used for subscription of new B-shares.
Resolution regarding authorization for the board of directors to issue new shares, warrants and/or convertible instruments
The Board of Directors proposes that the general meeting authorizes the Board of Directors for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to increase the Company’s share capital by way of issue of shares, warrants and/or convertible instruments. The board of directors shall be authorized to adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off.
The board of directors shall however not be authorized to adopt decisions that result in an increase of the share capital of the Company of more than twenty (20) percent in relation to the share capital of the Company at the time of this authorization first being utilized.
An issue in accordance with this authorization shall be on market conditions. The board of directors shall be authorized to decide on the terms and conditions regarding issues under this authorization and what persons shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason to propose that the board of directors shall be authorized to resolve on an issue with deviation from the shareholders’ pre-emption rights and that the board shall be authorized to decide on an issue in kind or an issue by way of set-off is that the Company shall be able to issue shares, warrants and/or convertible instruments in order to raise capital or tie strategically important shareholders to the Company.
All resolutions at the extraordinary general meeting were adopted with required majority.
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iCoat Medical AB (publ)
The board of directors
For more information, please contact:
Peder Waern, CEO, iCoat Medical AB
E-mail: peder.waern@icoatmedical.com