Shareholders of Alligator Bioscience AB are invited to attend an extraordinary general meeting scheduled for August 26 at Medicon Village in Lund, Sweden. The meeting will address several key proposals from the board of directors, including amendments to the Articles of Association, reductions in share capital, and a rights issue of units.
According to the notice, shareholders wishing to participate must be recorded in the company’s share register by August 18 and notify the company of their intention to attend by August 20. Shareholders with trustee-registered shares must ensure their shares are registered in their own name with Euroclear Sweden AB by August 20 to exercise voting rights. Proxies representing shareholders must present a written power of attorney and, if applicable, a registration certificate for legal entities. A template for the power of attorney is available on the company’s website.
The board proposes a joint resolution to amend the Articles of Association, decrease the share capital to cover losses, and further decrease the share capital for allocation to unrestricted shareholders’ equity. The proposed amendment would reduce the minimum and maximum share capital from SEK 60,000,000–240,000,000 to SEK 3,000,000–12,000,000. The board also proposes decreasing the share capital by SEK 112,379,938.92 to cover losses and by an additional SEK 10,100,896.44 for allocation to unrestricted equity, without redeeming shares. The board said, “The reason for the board of directors’ proposal to decrease the company’s share capital under this item C is to improve the ratio between the share capital and unrestricted equity.”
The meeting will also consider amendments to the Articles of Association to enable a rights issue of units, with four alternative proposals depending on the outcome of the rights issue. Only one set of amended Articles will be registered, based on the board’s assessment after the rights issue. The board proposes a rights issue of up to 3,140,534,240 units, each consisting of two new ordinary shares and two series of warrants. The subscription price per unit is SEK 0.04, corresponding to SEK 0.02 per share, with warrants issued free of charge. The record date for participation in the rights issue is September 2, and the subscription period runs from September 4 to September 18.
The terms for the warrants specify that each series entitles the holder to acquire new ordinary shares at 70 percent of the volume weighted average price on Nasdaq Stockholm during specified periods in late 2026 and 2027, but not less than the quota value or SEK 0.01. Shares issued through the rights issue will carry dividend rights from the first record date after the issue resolution.
The board’s proposals are conditional on the meeting also resolving in accordance with related agenda items. The board stated, “The board of directors’ proposals under A–C above constitutes a joint proposal and shall be resolved upon as a joint resolution. The resolution is conditional upon the meeting also resolving in accordance with items 7–10 in the notice.”
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