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 attachmentRead full press release on Cision (external link)
2024-06-12
The paediatric diabetes study gets the green light to treat the age group 7 – 11 years
NextCell Pharma AB (publ) ("NextCell") announces that the Data Safety Monitoring Board for the ProTrans-Young study has recommended the principal investigator, Professor Per-Ola Carlsson, to continue with treatment of children in the younger age group 7 – 11 years. This decision is based on a review of all available safety data from the 36 children and adolescents who have participated in the study so far. The recruitment of the 30 children aged 7-11 will begin in August 2024.
Read moreRead more
2024-06-11
The Board of Directors and management sign in addition to subscription commitments
NextCell Pharma AB (publ) ("NextCell" or the "Company") carries out a rights issue of units of up to approximately SEK 40.1 million, which is covered to approximately 100 percent by subscription and guarantee commitments. The company's Board of Directors, management and key employees, who have previously entered into subscription commitments of up to a total of approximately SEK 1.5 million, have now announced that they will register their interest in subscribing for units for a total of approximately SEK 3.3 million, corresponding to 8.2 percent of the rights issue.
Read moreRead more
2024-06-10
NextCell publishes supplement to the prospectus regarding the 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”) has today published a supplement (the “Supplement”) to the EU Growth prospectus, which was approved and registered by the Swedish Financial Supervisory Authority and published on 30 May 2024 (the “Prospectus”). The Supplement has been prepared due to the fact that the Company on 4 June 2024 announced through a press release that the Company had agreed to a so-called top guarantee of a total of approximately SEK 8.0 million in the ongoing rights issue of units in the Company (the “Rights Issue”).
Read moreRead more
2024-06-05
Cellaviva becomes an independent company under NextCell Pharma
Cellaviva, the stem cell bank operated by NextCell Pharma AB, has announced its transition to an independent company. This strategic move will enable Cellaviva to further focus on its core mission of providing expectant parents with the opportunity to preserve and store valuable stem cells collected from the placenta and umbilical cord. These cells, which would otherwise be discarded post-birth, offer significant potential for future medical treatments and therapies.
Read moreRead more
2024-06-04
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.
Read moreRead more
2024-05-31
The subscription period in NextCell’s rights issue commences today
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.   Today, 31 May 2024, the subscription period in NextCell Pharma AB (publ)’s (“NextCell” or the “Company”) rights issue of units, which was announced on 24 April 2024 (the “Rights Issue”), commences. The subscription period in the Rights Issue runs until 14 June 2024. Please note, however, that nominees may have a final response date for subscription in the Rights Issue that falls before 14 June 2024.
Read moreRead more
2024-05-30
NextCell publishes prospectus in connection with the rights issue of units of approximately SEK 40.1 million
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”) has prepared an EU Growth prospectus (the “Prospectus”) in connection with the Company’s forthcoming issue of units consisting of shares and warrants with preferential rights for existing shareholders (the “Rights Issue”), which was resolved by the Board of Directors on 24 April 2024 and approved by the Extraordinary General Meeting on 27 May 2024.
Read moreRead more
2024-05-28
Single treatment with ProTrans demonstrates long-term therapeutic effect over 5 years
NextCell Pharma AB ("NextCell" or the "Company") today announces that patients who were treated with a single dose of ProTrans five years ago in the randomized, placebo-controlled phase II study ProTrans-2 have retained significantly higher endogenous insulin production than patients who received placebo. ProTrans treated patients maintained 57% of their endogenous insulin production compared to 15% in the placebo group. The results are in line with NextCell’s previously reported three year data and demonstrates that ProTrans offers a disease-modifying treatment with long-lasting clinically relevant effect.
Read moreRead more