Right to participate at the Annual General Meeting
Any shareholder wishing to participate at the Annual General Meeting must:
(i)                       be entered in the share register maintained by Euroclear Sweden AB as per Monday 8 April 2024 and, if the shares are nominee-registered, request that the nominee register the voting rights no later than Wednesday 10 April 2024; and
(ii)                      provide notice of their intention to participate by letter addressed to Cereno Scientific AB, "AGM 2024", BioVentureHub, Pepparedsleden 1, 43183 Mölndal, Sweden, or by e-mail to info@cerenoscientific.com,not later than Wednesday 10 April 2024.
The notice must include the shareholder's name, address, telephone number, personal identification number or company registration number as well as the number of attendees.
Shareholders who wish to be represented by a proxy must issue a dated proxy form for the proxy. Proxy forms may be obtained through the Company and are available on the Company's website, www.cerenoscientific.com. The proxy should, if possible, be submitted in original to the Company at the above-stated address in due time prior to the meeting. Representatives of legal entities must include a copy of the current certificate of registration or other applicable document.
Nominee-registered shares
To be entitled to participate at the Annual General Meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders' register maintained by Euroclear Sweden AB. As stated above, the nominee must have carried out the voting rights registration at Euroclear Sweden AB no later than Wednesday, 10 April 2024. The shareholder should provide notice to the nominee thereof in due time and register their shares with voting rights in accordance with the nominee's instructions.
Business on the general meeting
Proposed agenda:
1. Opening of the meeting;
2. Election of chairperson of the meeting;
3. Preparation and approval of the voting register;
4. Election of one or two persons to verify the minutes;
5. Determination of whether the general meeting has been duly convened;
6. Approval of the agenda;
7. Presentation by the CEO;
8. Presentation of the annual report and the auditor's report for the company and the group;
9. Resolutions regarding:
(a)                     adoption of the income statement and balance sheet for the company and the group;
(b)                     allocation of the company's profit or loss according to the adopted balance sheet;
(c)                     discharge from liability for the directors and CEO;
10. Determination of the number of directors, deputies, and auditor;
11. Determination of the fees payable to the directors and the auditors;
12. Election of the Board of Directors, auditors, and any deputy auditors;
13. Resolution regarding determination of principles for the Nomination Committee;
14. Resolution regardingadoption of new Articles of Association;
15. Resolution regarding a directed issue of warrants to executives;
16. Resolution regarding a directed issue of warrants to a key employee;
17. Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles;
18. Resolution regarding adjustment authorization;
19. Closing of the general meeting.
Proposed resolutions by the Nomination Committee
In accordance with the Annual General Meeting's principles adopted last year, the Nomination Committee shall be composed of one member appointed by the Company's largest shareholder, or group of shareholders, as per 31 May 2023, one member appointed by a shareholder group consisting of the Company's founders Sverker Jern and Niklas Bergh, and one member shall be the chairman of the Board of Directors. The Nomination Committee has been comprised of Cihan Punar, Sverker Jern, and Joakim Söderström.
The Nomination Committee's work with proposals for resolutions under items 2 and 10-13 on the proposed agenda has not been finalized and proposals for resolutions under these items will be published in a separate press release as soon as the work is finalized and no later than three weeks before the general meeting.
Proposed resolutions by the Board of Directors
9(b). Resolution on allocation of the Company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the Company's result is allocated according to the Board of Directors' proposal in the annual report, i.e., available founds is balanced in the new account.
14 Resolution regarding adoption of new Articles of Association
The Board of Directors propose that the Annual General Meeting resolves to introduce a new section in the Articles of Association to enable the Board of Directors to collect proxies, allow advance voting (postal voting), and resolve that the general meeting shall be held digitally, in accordance with the following. The numbering will change consequently for all subsequent sections in the Articles of Association.
+------------+---------------------------------------------------------------+
|Current     |Proposed wording                                               |
|wording     |                                                               |
+------------+---------------------------------------------------------------+
|[Not        |§ 8 Collection of proxies, postal voting, and format of general|
|applicable, |meeting                                                        |
|new section]|                                                               |
|            |The Board of Directors may collect proxies in accordance with  |
|            |the procedure specified in Chapter 7, Section 4, second        |
|            |paragraph of the Swedish Companies Act (2005:551). The Board of|
|            |Directors may, prior to a general meeting, resolve that the    |
|            |shareholders shall be able to exercise their voting rights     |
|            |before the general meeting in accordance what is stated in     |
|            |Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).|
|            |The Board of Directors may adopt a resolution that a general   |
|            |meeting shall be held digitally.                               |
+------------+---------------------------------------------------------------+
The approval by the Annual General Meeting of this proposal in accordance with the above is valid only if supported by shareholders representing at least two-thirds of both the votes cast and the votes represented at the meeting.
15. Resolution regarding a directed issue of warrants to executives
The Board of Directors proposes that the general meeting resolves to issue warrants of series 2024/2027:1 to current employees of the Company, as follows.
The Board of Directors proposes that the general meeting resolves on a directed issue of a maximum of 4,000,000 warrants of series 2024/2027:1 leading to an increase of the share capital upon full exercise with a maximum of SEK 400,000.
The following conditions shall otherwise apply to the resolution.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to current employees of the Company, according to the following:
+---------------------------------+-------------------------------------+
|Name                             |Maximum number of warrants per person|
+---------------------------------+-------------------------------------+
|Rahul Agrawal                    |2,000,000                            |
|(Chief Medical Officer (CMO) and |                                     |
|Head of Research and Development)|                                     |
+---------------------------------+-------------------------------------+
|Julia Fransson                   |1,000,000                            |
|(Director of Business            |                                     |
|Development)                     |                                     |
+---------------------------------+-------------------------------------+
|Megha Ranjan                     |500,000                              |
|(Project Director)               |                                     |
+---------------------------------+-------------------------------------+
|Tatiane Abreu Dall'Agnol         |500,000                              |
|(Medical Director)               |                                     |
+---------------------------------+-------------------------------------+
Warrants that are not subscribed for may not be subscribed for by anyone else. The right to subscribe for warrants in the issue is conditional on the subscriber has not resigned or been dismissed at the time of subscription.
The reasons for the deviation from the shareholders' preferential rights are to stimulate shareholding in the Company through an incentive program, whereby current and future employees of the Company can take part in and work for a positive value development of the share in the Company during the period covered by the proposed program, and that the Company shall be able to retain competent and committed employees, which is deemed to be beneficial to the Company and its shareholders.
The warrants of series 2024/2027:1 shall be issued free of charge.
Subscription of the warrants shall be made on a subscription list which shall be kept available to the subscriber. Subscription of the warrants of series 2024/2027:1 shall take place within two weeks from the date of the general meeting. The Board of Directors has the right to extend the subscription period.
A condition for the allotment of warrants of series 2024/2027:1 is that the subscriber, through an agreement with the Company, undertake to sell back subscribed warrants to the Company if the subscriber's involvement in the Company ceases within three years of the transfer. The number of warrants that the participant will be obliged to sell back to the Company will gradually decrease by 8.25 percent at the end of each three-month period, provided that the subscriber is still employed by the Company at the end of each three-month period, and subject to special conditions according to which the subscriber may, under certain circumstances, be obliged to sell back all held warrants to the Company. All warrants, regardless of whether they are vested or note, shall be able to be exercised for subscription of shares by the subscriber in situation where the subscription period for the warrants is brought forward according to the complete terms and conditions of the warrants.
Each warrant of series 2024/2027:1 entitles the holder to subscribe for one new share of series B in the Company during the period from and including 30 April 2027 up to and including 14 May 2027.
The subscription price per share of series B shall amount to 200 percent of the volume-weighted average price of the Company's share of series B on Nasdaq First North Growth Market during the period from and including 2 April 2024 until and including 15 April 2024. The subscription price shall never be less than the quota value of the share. The part of the subscription price that exceeds the quota value of the shares shall be transferred to the unrestricted share premium reserve.
The shares added as a result of subscription with the support of warrants entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.
Other terms and conditions for the warrants of series 2024/2027:1 is set out in the complete terms and conditions of the warrants. The terms and conditions contain, among other things, customary conversion principles.
Other information
Dilution
Upon full subscription with the support of all warrants of series 2024/2027:1, the number of shares and votes in the Company will increase by 4,000,000 (subject to recalculation according to the terms and conditions of the warrants of series 2024/2027:1), which corresponds to a dilution of approximately 1.68 percent of the number of shares and approximately 1.64 percent of the 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.
Impact on key figures and costs for the Company, etc.
The Company's earnings per share are not affected by the issue of the warrants as the present value of the exercise price of the warrants will exceed the current market value of the share at the time of subscription.
The subscriber will subscribe for the warrants free of charge. However, there will be a benefit for the subscriber corresponding to the market value of the warrants. For tax purposes, the benefit will be considered as salary and the Company has an obligation to pay social security contributions of 31.42 percent on the benefit provided. This means that the subscription cost of the warrants for the subscriber will amount to the tax effect of the benefit.
Optionspartner AB, as an independent valuation institute, has made an indicative valuation of the warrants using the Black & Scholes valuation model. Based on an assumed market value of the underlying share of SEK 3.85 upon allotment of the warrants, a subscription price of SEK 7.70, a term of approximately three (3) years, the market value of the warrants has been calculated to SEK 0.52 per warrant. The right of disposal restrictions has been taken into account in the valuation. The preliminary valuation is based on assumptions. Upon subscription of the warrants, the market value will be determined based on updated assumptions and then known parameters.
Based on the above-mentioned valuation and the assumptions on which it is based, and the assumption that all warrants are subscribed for, the warrant program is estimated to entail a net cost for the Company of approximately SEK 653,536, which relates to social security contributions. Any payroll tax incurred due to the subsidy shall be paid by subscriber. The warrant program will otherwise entail certain limited costs in the form of external consultancy fees and administration regarding the warrant program.
Preparation of the matter
The principles of the option program have been prepared by the Company's Board of Directors. No person who may be covered by the program has thus participated in the formulation of the terms and conditions.
Other share-related incentive programs etc.
The extraordinary general meeting on 28 February 2022, resolved to introduce a long-term employee option program for employees of the Company by issuing a maximum of 3,000,000 so-called qualified employee stock options in accordance with Chapter 11a of the Swedish Income Tax Act to be allocated free of charge. There are 1,666,665 employee stock options outstanding within the incentive program and, after recalculation in accordance with the terms and conditions of the options, the employee stock options entitle for acquisition of a total of 1,754,719 shares of series B at an exercise price of SEK 0.10, corresponding to the quota value of the shares. Allocated employee stock options are vested during 36 months and can be exercised during the period from the end of the vesting period up to and including the entire tenth year from the allocation date, the last allocation date being 31 December 2022. If the outstanding employee stock options are fully exercised, it will result in a dilution of approximately 0.75 percent of the number of shares and approximately 0.73 percent of the number of votes. 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.
The extraordinary general meeting on 28 February 2022, resolved to introduce a long-term employee stock option program for members of the Board of Directors of the Company by issuing a maximum of 1,111,111 so-called qualified employee stock options in accordance with Chapter 11a of the Swedish Income Tax Act to be granted free of charge. There are 444,444 employee stock options outstanding within the incentive program and, after recalculation according to the terms and conditions of the options, the employee stock options entitle for acquisition of a total of 467,925 shares of series B at an exercise price of SEK 0.10, corresponding to the quota value of the shares. Allocated employee stock options are vested during 36 months and can be exercised during the period from the end of the vesting period up to and including the entire tenth year from the allocation date, the last allocation date being 31 December 2022. If the outstanding employee stock options are fully exercised, it will result in a dilution of approximately 0.20 percent of the number of shares and approximately 0.19 percent of the number of votes. 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.
The extraordinary general meeting on 28 February 2022, resolved to implement a long-term incentive program for key employees in the company who cannot be allocated qualified employee stock options by issuing a maximum of 3,333,333 warrants of series 2022:3. After recalculation in accordance with the terms and conditions of the warrants, the warrants of series 2022:3 entitle for subscription of 3,509,440 shares of series B at a subscription price of 150 percent of the volume-weighted average price of the share during the fifteen-day period immediately preceding the allocation. Subscription of new shares by virtue of the warrants of series 2022:3 shall take place during a one-year period starting three years from the allotment. If the warrants of series 2022:3 are fully exercised, it will result in a dilution of approximately 1.48 percent of the number of shares and approximately 1.44 percent of the number of votes. 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.
The extraordinary general meeting on 14 September 2023, resolved to issue 13,000,000 warrants of series 2023/2026:1 to the Company, with a right and obligation to transfer warrants to current and future executives in the Company. A total of 11,550,000 warrants of series 2023/2026:1 have been transferred to executives in the Company, entitling for subscription of 11,550,000 shares of series B at a subscription price of SEK 2.00. The warrants can be exercised to subscribe for shares of series B during the period from and including 16 November 2026 up to and including 30 November 2026. Upon full exercise of all warrants of series 2023/2026:1, it will result in a dilution of approximately 4.71 percent of the number of shares and approximately 4.59 percent of the number of votes. 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.
The extraordinary general meeting on 14 September 2023, resolved to issue maximum 7,000,000 warrants of series 2023/2026:2 to certain members of the Company's Board of Directors. A total of 6,500,000 warrants of series 2023/2026:2 was subscribed and allocated, entitling for subscription of 6,500,000 shares of series B at a subscription price of SEK 2.00. The warrants can be exercised to subscribe for shares of series B during the period from and including 16 November 2026 up to and including 30 November 2026. Upon full exercise of all warrants of series 2023/2026:2, it will result in a dilution of approximately 2.71 percent of the number of shares and approximately 2.63 percent of the number of votes. 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.
The extraordinary general meeting on 7 November 2023, resolved to issue maximum 1,000,000 warrants of series 2023/2026:3 to a member of the Company's Board of Directors. A total of 1,000,000 warrants of series 2023/2026:3 was subscribed and allocated, entitling for subscription of 1,000,000 shares of series B at a subscription price of SEK 8.10. The warrants can be exercised to subscribe for shares of series B during the period from and including 30 November 2026 up to and including 14 December 2026. Upon full exercise of all warrants of series 2023/2026:3, it will result in a dilution of approximately 0.43 percent of the number of shares and approximately 0.41 percent of the number of votes. 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.
The extraordinary general meeting on 7 November 2023, resolved to issue 250,000 warrants of series 2023/2026:4 to the Company, with a right and obligation to transfer warrants to a current executive in the Company. A total of 250,000 warrants of series 2023/2026:4 have been transferred to an executive in the Company, entitling for subscription of 250,000 shares of series B at a subscription price of SEK 8.10. The warrants can be exercised to subscribe for shares of series B during the period from and including 30 November 2026 up to and including 14 December 2026. Upon full exercise of all warrants of series 2023/2026:4, it will result in a dilution of approximately 0.11 percent of the number of shares and approximately 0.11 percent of the number of votes. 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.
Voting procedure
A resolution of the general meeting shall be valid only if supported by shareholders holding at least nine-tenths of both the shares voted and the shares represented at the general meeting.
17. Resolution regarding authorization for the Board of Directors to issue shares and/or warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve, on one or several occasions, on issue of shares and/or warrants and/or convertibles during the time until the next Annual General Meeting for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders.
When exercising the authorization, the subscription price and other conditions shall be market-based, taking into account the market-based issue discount where applicable.
The number of shares that could be issued, or the number of shares that could be subscribed for through warrants, or the number of shares that convertibles could be converted into shall amount to a total that can be accommodated within the limits of the Articles of Association for the number of shares in case of full subscription, full conversion, or full exercise of warrants.
The purpose of the authorization and the reason to deviate from the preferential right of the shareholders is that issues shall be possible for financing the Company's business, commercialization and development of the Company's products and/or acquisition of businesses, companies, or parts of companies and/or enable a broadening of the owner base of the Company.
For resolution according to the above, support by shareholders representing at least two-thirds of both the votes cast and the votes represented at the general meeting is required.
18. Resolution regarding adjustment authorization
The Board of Directors, the CEO or the person appointed by the Board of Directors, shall be authorized to make such minor amendments of the resolution by the Annual General Meeting that may prove necessary in connection with registration of the resolutions.
Proposed resolutions by shareholder
The following proposal is submitted by a shareholder group consisting of, among other, the shareholder Cihan Punar (the "Shareholders"), who on the date of the notice holds more than twenty (20) percent of the number of shares and votes, respectively, in the Company.
16. Resolution regarding a directed issue of warrants to a key employee
The Shareholders proposes that the general meeting resolves to issue warrants of series 2024/2027:2 to a key employee of the Company, in accordance with the following.
The Shareholders proposes that the general meeting resolves on a directed issue of maximum 1,000,000 warrants of series 2024/2027:2 leading to an increase of the share capital upon full exercise with not more than SEK 100,000.
The following conditions shall otherwise apply to the resolution.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to a key employee of the Company, according to the following:
+-------------+-------------------------------------+
|Name         |Maximum number of warrants per person|
+-------------+-------------------------------------+
|Don deBethizy|1,000,000                            |
+-------------+-------------------------------------+
Warrants that are not subscribed for may not be subscribed for by anyone else. The right to subscribe for warrants in the issue is conditional on the subscriber has not resigned or been dismissed at the time of subscription.
The reasons for the deviation from the shareholders' preferential rights are to stimulate shareholding in the Company through an incentive program, whereby the key employee of the Company can take part in and work for a positive value development of the share in the Company during the period covered by the proposed program, and that the Company shall be able to retain competent and committed employees, which is deemed to be beneficial to the Company and its shareholders.
The warrants of series 2024/2027:2 shall be issued free of charge.
Subscription of the warrants shall be made on a subscription list which shall be kept available to the subscriber. Subscription of the warrants of series 2024/2027:2 shall take place within two weeks from the date of the general meeting. The Board of Directors has the right to extend the subscription period.
A condition for the allotment of warrants of series 2024/2027:2 is that the subscriber, through an agreement with the Company, undertake to sell back subscribed warrants to the Company if the subscriber's involvement in the Company ceases within three years of the transfer. The number of warrants that the participant will be obliged to sell back to the Company will gradually decrease by 8.25 percent at the end of each three-month period, provided that the subscriber is still employed by the Company at the end of each three-month period, and subject to special conditions according to which the subscriber may, under certain circumstances, be obliged to sell back all held warrants to the Company. All warrants, regardless of whether they are vested or note, shall be able to be exercised for subscription of shares by the subscriber in situation where the subscription period for the warrants is brought forward according to the complete terms and conditions of the warrants.
Each warrant of series 2024/2027:2 entitles the holder to subscribe for one new share of series B in the Company during the period from and including 30 April 2027 up to and including 14 May 2027.
The subscription price per share of series B shall amount to 200 percent of the volume-weighted average price of the Company's share of series B on Nasdaq First North Growth Market during the period from and including 2 April 2024 until and including 15 April 2024. The subscription price shall never be less than the quota value of the share. The part of the subscription price that exceeds the quota value of the shares shall be transferred to the unrestricted share premium reserve.
The shares added as a result of subscription with the support of warrants entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.
Other terms and conditions for the warrants of series 2024/2027:2 is set out in the complete terms and conditions of the warrants. The terms and conditions contain, among other things, customary conversion principles.
Other information
Dilution
Upon full subscription with the support of all warrants of series 2024/2027:2, the number of shares and votes in the Company will increase by 1,000,000 (subject to recalculation according to the terms and conditions of the warrants of series 2024/2027:2), which corresponds to a dilution of approximately 0.43 percent of the number of shares and approximately 0.41 percent of the 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.
Impact on key figures and costs for the Company, etc.
The Company's earnings per share are not affected by the issue of the warrants as the present value of the exercise price of the warrants will exceed the current market value of the share at the time of subscription.
The subscriber will subscribe for the warrants free of charge. However, there will be a benefit for the subscriber corresponding to the market value of the warrants. For tax purposes, the benefit will be considered as salary and the Company has an obligation to pay social security contributions of 31.42 percent on the benefit provided. This means that the subscription cost of the warrants for the subscriber will amount to the tax effect of the benefit.
Optionspartner AB, as an independent valuation institute, has made an indicative valuation of the warrants using the Black & Scholes valuation model. Based on an assumed market value of the underlying share of SEK 3.85 upon allotment of the warrants, a subscription price of SEK 7.70, a term of approximately three (3) years, the market value of the warrants has been calculated to SEK 0.52 per warrant. The right of disposal restrictions has been taken into account in the valuation. The preliminary valuation is based on assumptions. Upon subscription of the warrants, the market value will be determined based on updated assumptions and then known parameters.
Based on the above-mentioned valuation and the assumptions on which it is based, and the assumption that all warrants are subscribed for, the warrant program is estimated to entail a net cost for the Company of approximately SEK 163,384, which relates to social security contributions. Any payroll tax incurred due to the subsidy shall be paid by subscriber. The warrant program will otherwise entail certain limited costs in the form of external consultancy fees and administration regarding the warrant program.
Preparation of the matter
The principles of the option program have been prepared by the Shareholders, who then instructed the Board of Directors to include this proposal in the notice. No one who may be covered by the program has participated in the formulation of the terms and conditions.
Other share-related incentive programs etc.
Other outstanding share-related incentive programs are presented above under the corresponding heading in the proposal under item 15 on the agenda.
Voting procedure
A resolution of the general meeting shall be valid only if supported by shareholders holding at least nine-tenths of both the shares voted and the shares represented at the meeting.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice is 722,248 shares of series A with ten votes each, and 233,052,986 shares of series B with one vote each, which means that the total number of shares in the Company amounts to 233,775,234 and the total number of votes in the Company amounts to 240,275,466.
Other
The shareholders are reminded of the right to, at the General Meeting, request information from the Board of Directors and the Managing Director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Accounting documents, auditors' report, and other documents to be considered at the Annual General Meeting will be available at the Company's office at BioVentureHub, Pepparedsleden 1, 43183 Mölndal, Sweden, and on the Company's website, www.cerenoscientific.com, no later than three weeks prior to the Annual General Meeting. The documents are also be forwarded free of charge to the shareholders who request it and provide their address.
Processing of personal data
Forinformationonhowyourpersonaldataisprocessed,see; https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
                     
Gothenburg in March 2024
Cereno Scientific AB (publ)
The Board of Directors
For further information, please contact:
Henrik Westdahl, Director IR & Communications
Email: henrik.westdahl@cerenoscientific.com
Phone: +46 70-817 59 96
Sten R. Sörensen, CEO
Email: sten.sorensen@cerenoscientific.com
Phone: +46 73-374 03 74
About Cereno Scientific AB
Cereno Scientific develops innovative treatments for common and rare cardiovascular disease. The lead drug candidate, CS1, is a HDAC (histone deacetylase) inhibitor that acts as an epigenetic modulator with pressure-reducing, reverse-remodeling, anti-inflammatory, anti-fibrotic and anti-thrombotic properties. A Phase II study is ongoing to evaluate CS1's safety, tolerability, and efficacy in patients with the rare disease pulmonary arterial hypertension (PAH). A collaboration agreement with global healthcare company Abbott allows Cereno to use their cutting-edge technology CardioMEMS HF System in the study. Two initiatives performed during the ongoing Phase II study have shown positive findings suggesting the potential clinical benefit of CS1 in PAH patients. These initial findings are, however, not a guarantee of the final study results that are expected in Q3 2024. Since January 2024, we are delighted that the FDA's Expanded Access Program will enable patients with PAH, a serious life-threatening disease condition, to gain access to CS1 where no comparable alternative therapy options are available. Cereno also has two promising preclinical drug candidates in development through research collaborations with the University of Michigan. Investigational drug CS014 is a HDAC inhibitor in development as a treatment for arterial and venous thrombosis prevention. The innovative drug candidate represents a groundbreaking approach to antithrombotic treatment potentially without the associated increased risk of bleeding in humans. CS014 is a new chemical entity with a multi-fold mechanism of action as an epigenetic modulator - regulating platelet activity, fibrinolysis, and clot stability for the prevention of thrombosis without increased risk of bleeding as documented in preclinical studies. Drug candidate CS585 is a prostacyclin receptor agonist that has been documented in several preclinical studies to target the IP receptor for prevention of thrombosis without increased risk of bleeding, which also has been recognized in the medical community. CS585 was in-licensed from the University of Michigan in 2023. The company is headquartered in Gothenburg, Sweden, and has a US subsidiary Cereno Scientific Inc. based in Kendall Square in Boston, Massachusetts, US. Cereno is listed on the Nasdaq First North (CRNO B).More information on www.cerenoscientific.com.