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.

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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, SINGAPORE, 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. The Board of Directors of NextCell Pharma AB (publ) (“NextCell” or the “Company”) has today, based on the authorisation from the Annual General Meeting on 30 November 2023, resolved on a directed issue of 894,329 units to guarantors who provided guarantee commitments in the rights issue of units resolved upon by the Board of Directors on 24 April 2024 (the “Right Issue”), in accordance with guarantee agreements entered into (the “Remuneration Issue”). Each (1) unit consists of one (1) newly issued share and one (1) warrant of series TO2. The subscription price in the Remuneration Issue is SEK 1.50 per unit and payment is made by offsetting the guarantors’ claims on the Company.

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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, SINGAPORE, 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 (publ) (”NextCell” or the “Company”) hereby announces the outcome of the Company’s rights issue of units, consisting of shares and warrants of series TO2, with preferential rights for the Company’s existing shareholders, which was announced through a press release on 24 April 2024 (the “Rights Issue”). The outcome of the Rights Issue shows that 34,747,218 units, corresponding to approximately 91.9 percent of the Rights Issue, were subscribed for with the support of unit rights. In addition, applications for subscription of 22,636,886 units without the support of unit rights have been submitted, corresponding to approximately 59.9 percent of the Rights Issue. Together, subscriptions of units with the support of unit rights and applications for subscription of units without the support of unit rights correspond to approximately 151.7 percent of the Rights Issue. The Rights Issue is therefore oversubscribed and NextCell will from the Rights Issue receive approximately SEK 40.1 million before deduction of issue costs.

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NextCell procures top guarantee in ongoing rights issue

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, SINGAPORE, 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 (publ) ("NextCell" or the "Company") announces that the Company has agreed to a so-called top guarantee of a total of approximately SEK 8.0 million, corresponding to approximately 20.0 percent of the transaction, from qualified investors in the Company's ongoing rights issue of units of up to approximately SEK 40.1 million before issue costs, in which the subscription period commenced on 31 May 2024 (the "Rights Issue"). With the addition of the top guarantee, the Rights Issue is now covered up to approximately 100 percent by subscription undertakings and guarantee commitments.

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