Bulletin from the Extraordinary General Meeting of NextCell Pharma AB (publ)

May 27, 2024

At the Extraordinary General Meeting of NextCell Pharma AB (publ) (“NextCell” or the “company”) on 27 May 2024, the following resolutions were made. All resolutions were in accordance with the proposals presented, which are described in detail in the general meeting documents available on the company’s website, www.nextcellpharma.com.

Resolution on amendment of the limits for the number of members of the Board of Directors in the Articles of Association

The general meeting resolved, in accordance with the Board of Directors’ proposal, to amend the limits for the number of members of the Board of Directors, from a minimum of four (4) members to a minimum of three (3) members.

Determination of the number of members of the Board of Directors

The general meeting resolved, in accordance with the Nomination Committee’s proposal, that the number of members of the Board of Directors elected by the general meeting for the period until the end of the next Annual General Meeting shall be three (3) members without deputies.

Determination of fees to the members of the Board of Directors

The general meeting resolved, in accordance with the Nomination Committee’s proposal, that the fees shall remain unchanged in relation to the resolution at the Annual General Meeting on 30 November 2023.

Election of members of the Board of Directors

The general meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the Board members Hans-Peter Ekre, Edvard Smith and Camilla Myhre Sandberg for the period until the end of the next Annual General Meeting. Hans-Peter Ekre was elected new Chairman of the Board.

Resolution on amendment of the limits for the share capital and the number of shares in the Articles of Association and approval of the Board of Directors’ resolution to issue new shares and warrants with preferential rights for existing shareholders

The general meeting resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution on 24 April 2024 on an issue, with preferential rights for existing shareholders, of no more than 37,817,475 shares and no more than 37,817,475 warrants of series TO2, entitling to subscription of a total of 37,817,475 shares in the company. The issues are carried out with the issuance of so-called units. One (1) unit consists of one (1) share and one (1) warrant of series TO2.

The right to subscribe for units shall, with preferential rights for existing shareholders, be granted to those who are registered as shareholders in the company on the record date for the issue on 29 May 2024. Each shareholder receives eleven (11) unit rights for each (1) share held. Ten (10) unit rights entitle to subscription of one (1) unit. The subscription price per unit is SEK 1.06, corresponding to a subscription price of SEK 1.06 per share. Subscription of units shall be made during the period from and including 31 May 2024 until and including 14 June 2024. The Board of Directors has the right to extend the periods for subscription and payment.

Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the company during the period from and including 16 May 2025 until and including 30 May 2025. The subscription price for subscription of shares by support of warrants shall be set to an amount corresponding to 70 percent of the volume-weighted average price of the company’s share during the period from and including 2 May 2025 until and including 15 May 2025, however no less than SEK 1 and no more than SEK 3.

The complete terms and conditions for warrants of series TO2 are available on the company’s website, www.nextcellpharma.com. According to the terms and conditions of the warrants, the subscription price and the number of shares that each warrant entitles to subscription of may be subject to recalculation in certain cases.

In order to enable the rights issue, the general meeting resolved to amend the limits for the share capital and the number of shares in the Articles of Association.

For more information about NextCell Pharma, please contact
Mathias Svahn, CEO
Patrik Fagerholm, CFO
Tel: +46 8 735 5595
E-mail: info@nextcellpharma.com

Certified Adviser
FNCA Sweden AB is assigned as Certified Adviser.

About NextCell Pharma AB

NextCell is a cell therapy company that is in phase 2 studies with the drug candidate ProTrans for the treatment of type 1 diabetes. The focus is to obtain market approval of ProTrans via a phase 3 study. ProTrans is manufactured utilizing the patented platform technology for selection of optimal cells with potency to treat inflammatory disorders including autoimmune diseases. NextCell owns Cellaviva, the largest stem cell bank in the Nordics and QVance, a quality analysis CRO company in start up.

Download attachment Read full press release on Cision (external link)

2025-06-13

All Patients Successfully Treated in ProTrans-Young Study

NextCell Pharma AB ("NextCell" or the "Company") announces today that all patients in the ongoing ProTrans-Young clinical trial have now successfully been treated. This milestone marks the completion of patient dosing in the company’s largest clinical study to date. ProTrans-Young is evaluating the safety and efficacy of the Company’s lead cell therapy candidate, ProTrans, in paediatric and adolescent patients with recently diagnosed type 1 diabetes.

Read more Read more

2025-06-02

NextCell Pharma announces outcome of exercise of TO2 and resolves on directed share issues to guarantors

THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG, BELARUS, RUSSIA OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLISHING OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE. NextCell Pharma AB (“NextCell” or the “Company”) today announces the outcome of the exercise of warrants of series TO2 (the “Warrants”), which were issued in connection with the Company’s rights issue of units during the second quarter of 2024. In total, 24,945,532 Warrants have been exercised, corresponding to approximately 64.4 percent of the total number of outstanding Warrants, for subscription of 24,945,532 shares at subscription price of SEK 1.00 per share. As a result, guarantee commitments of 11,614,000 shares, corresponding to approximately SEK 11.6 million, have been utilized. Thus, the board of directors of the Company has resolved on a directed issue of 11,614,000 shares (the “Directed Issue”) to the investors who had provided guarantee commitments. Through the exercise of Warrants and the Directed Issue, the Company will receive total proceeds of approximately SEK 36.6 million before deduction of issue-related costs. Furthermore, the board of directors has resolved on a set-off issue of 1,742,100 shares to the guarantors to pay the guarantee compensation (the "Remuneration Issue").

Read more Read more

2025-05-28

NextCell Pharma receives additional declarations of intent regarding exercise of TO2

Read more Read more

2025-05-28

Angela Vollstedt joins NextCell Pharma’s Board of Advisors to Strengthen Scientific and Manufacturing Strategy Ahead of Licensing Discussions

NextCell Pharma AB ("NextCell" or "the Company") is pleased to announce the appointment of Dr. Angela Vollstedt, PhD, MBA, to its Board of Advisors, reinforcing the company’s strategic shift toward pivotal development and licensing of its lead drug candidate, ProTrans, for the treatment of type 1 diabetes. Dr. Vollstedt currently serves as Global Director of Cell & Gene Therapies Portfolio Management at Novartis, where she leads cross-functional teams in the development, scaling, and commercialisation of advanced therapies.

Read more Read more

2025-05-26

NextCell Receives US Patent for MSC Prediction Algorithm

NextCell Pharma AB ("NextCell" or "the Company") is pleased to announce the issuance of a US patent titled “MSC Prediction Algorithm” by the United States Patent and Trademark Office (USPTO). The patent protects NextCell’s innovative methodology for predicting the efficacy of mesenchymal stromal cell (MSC) therapy in individual patients, as well as the approach for determining personalised treatment options based on that prediction.

Read more Read more

2025-05-23

NextCell Pharma receives declarations of intent, subscription undertakings and top guarantees regarding exercise of TO2

THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG, BELARUS, RUSSIA OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLISHING OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE. NextCell Pharma AB ("NextCell" or the "Company") issued a total of 38,711,804 warrants of series TO2 (“Warrants”) within the framework of a rights issue of units during the second quarter of 2024. The exercise period for the Warrants runs until and including 30 May 2025. One (1) Warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 1.00 per share. NextCell today announces that the Company has received declarations of intent from all of the Company’s senior executives and Board members who hold Warrants and subscription undertakings from a selection of existing Warrant holders regarding the exercise of held Warrants, totalling approximately SEK 6.9 million, corresponding to approximately 17.8 percent of the total number of outstanding Warrants. In addition, the Company has secured top guarantees from a selection of existing Warrant holders and shareholders as well as external investors corresponding to an additional approximately 30 percent of the total issue volume. The top guarantees, together with the received declarations of intent and subscription undertakings, ensure that the Company will receive minimum proceeds of approximately SEK 18.5 million, corresponding to approximately 47.8 percent of the total issue volume.

Read more Read more

2025-05-20

NextCell announces strategic collaboration with Fujifilm Irvine Scientific

NextCell Pharma AB’s ("NextCell" or "the Company") has entered into a strategic collaboration with Fujifilm Irvine Scientific Inc. to bring together their core competences in mesenchymal stromal cells (MSCs) and raw materials for the life science sector. The aim of the collaboration is to provide researchers and developers in the cell therapy field with an integrated offering – standardised MSC products, optimised culture media, and cryopreservation solutions.

Read more Read more

2025-05-19

Eric Strati Joins NextCell Pharma’s Board of Advisors to Support Commercial Strategy for ProTrans

NextCell Pharma AB ("NextCell") is pleased to announce the appointment of Eric Strati, PharmD, MBA, as a new member of its Board of Advisors, marking a strategic step as the company transitions from a development-focused organization into a pivotal phase aimed at out-licensing and commercializing its leading cell therapy product, ProTrans, for the treatment of type 1 diabetes.

Read more Read more