Kurs & Likviditet
|2022-12-09||Extra Bolagsstämma 2022|
|2022-04-19||Ordinarie utdelning SOFTX 0.00 NOK|
|2021-12-29||Extra Bolagsstämma 2021|
|2021-04-14||Ordinarie utdelning SOFTX 0.00 NOK|
|2020-07-01||Ordinarie utdelning SOFTX 0.00 NOK|
|2019-12-20||Extra Bolagsstämma 2019|
|2019-06-03||Ordinarie utdelning SOFTX 0.00 NOK|
|2018-07-02||Split SOFTX 1:50|
SoftOx Solutions AS: Raises 25 MNOK in new secured convertible loan and calls for extraordinary general meeting
Reference is made to the stock exchange announcement by SoftOx Solutions AS (the
"Company" or "SoftOx") on the 4th of October 2022 regarding, amongst other, the
Company's limited cash position and need for liquidity. On this background, the
Board of SoftOx has now raised a new convertible loan from certain existing
shareholders who will provide the Company with new liquidity of NOK 25 million,
plus a refinancing of the convertible loan of NOK 15 million reported on 28 June
2022. The total proceeds of the new loan will be NOK 40 million and have due
date 15 January 2024.
Together with the previously announced grants on the SoftOx inhalation solutions
(SIS), the new loan will secure the Company a liquidity injection of up to a
total amount of NOK 50 million. Payment of the funds under the SIS grant is
subject to signing the final contract.
Continued pursuit of strategic solutions and partnerships
The new loan will give SoftOx time to deliver on previously announced target
milestones over the next 6-9 months. The company has initiated a cost
improvement plan to defer noncritical R&D activities, reduce future overhead and
infrastructure expenditures and prioritize its ongoing development project. The
Company continues to pursue different options to secure long term financing of
the Company and is amongst other working on strategic solutions such as
licensing out, sale of assets and future collaborating investments relating to
the Company's projects and assets.
"In line with our strategy, both wound care technology for human and animal
health care and its disinfection technology, have, with the latest development,
all reached a level of the development which opens for strategic partnership
talks", says Almås.
Further, the Company has made a strategic decision to merge the European Defence
Fund (EDF) project for military use (preparedness for chemical and biological
attacks) and the SIS project for civil use (fighting virus infections). The two
projects are based on the same technology and by continuing the development as
one merged project, the Company expects that it will benefit from the synergies
between the two projects and that it expects to be in position to receive
significant public funding for future development through the European Defense
The structure of the convertible loan:
1. The loan is NOK 40 million in total, whereof NOK 15 million shall be used to
refinance a loan from Almhaug Bolig AS from 28 June 2022. The remaining net
proceeds from the loan shall be used for general working capital and corporate
2.The loan shall carry a fixed yearly interest rate of 10% p.a., to be paid in
kind calculated quarterly and will accrue in full at the conversion date or
maturity date of the loan.
3.The loan will be secured with sufficient pledge in the Company's assets
4.The loan will run without instalments and the Company shall repay to each
lender that lender's amount of loan outstanding (not converted into Shares) in
full on the Maturity Date, the 15th of January 2024, together with all accrued
but unpaid interest, costs, and expenses.
5.A lender may at any time up to the Maturity Date convert each lender's loan
amount in full (the "Conversion Amount") into new shares at the applicable
6.The Conversion Price shall be NOK 22.5, which is about equal to the WVAP in
the five-day period up to and including 7th of October, 2022.
7.The loan is subject to the approval of the Company's extraordinary general
meeting and will be registered in the Norwegian Registry of Business Enterprises
in accordance with section 11-6 of the Norwegian private limited companies act.
8.The loan is otherwise on customary terms and conditions for such loan.
Geir Almås, CEO and primary insider of the Company, has through his closely
associated company Hermod Farms AS subscribed and been allocated an amount of
NOK 2.2 million of the loan. See the attached notification form for persons
discharging managerial duties.
The Board has considered the loan in light of the rules on equal treatment under
Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo
Stock Exchange's Guidelines on the rules of equal treatment. The loan implies a
deviation from the existing shareholders' pre-emptive rights to subscribe for
and be allocated an amount of the loan. The Board has carefully considered such
deviation and has resolved that the loan is in the best interests of the Company
and its shareholders. In reaching this conclusion, the Board has among other
things considered the availability of capital markets financing in a timely
manner together with the necessity for the Company to strengthen its liquidity
in the short term. Further, the Board has taken into account that the loan is
based on the investor interest obtained following a marketing process with
certain existing shareholders, and a public announcement that the Company was
Based on the above, the Board of Directors has decided to propose that the
Company's general meeting resolves the loan in accordance with the Private
Limited Companies Act section 11-2 and calls an extraordinary general meeting
for approval of the loan.
Notice of extraordinary general meeting
Notice is hereby given of an extraordinary general meeting of Company to be held
on 18 October 2022 at 15:00 hours (CEST) in the offices of the Company in Oslo.
The meeting will be a physical event, with the opportunity to attend the meeting
online on request. The notice to the extraordinary general meeting and proxy
forms and appendices are attached and are also available at www.soft-ox.com.
SpareBank 1 Markets is acting as financial advisor to the Company in connection
with the issuance of convertible loan.
For further information, please contact:
CEO Geir Almås of SoftOx Solutions AS, or
CFO Kristine Mundal Rød of SoftOx Solutions AS
Mobile: (+47) 948 59 599
The information included in this announcement is defined as inside information
pursuant to MAR article 7, and is publicly disclosed in accordance with MAR
article 17. The announcement is made by the contact person.
About SoftOx Solutions AS
SoftOx Solutions AS (SoftOx, listed on Euronext Growth Oslo) is a Norwegian
biopharmaceutical and MedTech company based in Oslo, with the goal of reducing
the spread of infection and emergence of antimicrobial resistance. For more
information on SoftOx, visit www.soft-ox.com