Biovica International AB Announces Notice of Extra General Meeting

Biovica International AB (reg. no. 556774-6150), listed on Nasdaq First North Premier Growth Market (STO:BIOVIC-B, STO:BIOVIC.B, FRA:9II), has formally invited its shareholders to an extra general meeting (EGM). The meeting is scheduled to take place on Monday, 14 July 2025, at 10:00 CET. The venue for the EGM will be Baker McKenzie Advokatbyrå, located at Vasagatan 7, 101 23 Stockholm, Sweden.
Shareholders wishing to participate in the EGM must be registered in the share register maintained by Euroclear Sweden AB by the record date, Friday, 4 July 2025. Additionally, they must notify Biovica International AB of their intended participation, along with any assistants (maximum of two), no later than Tuesday, 8 July 2025. Notifications should be sent in writing to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, 101 23 Stockholm, or via e-mail to [email protected], including necessary personal and shareholding details. Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name with Euroclear Sweden AB by Friday, 4 July 2025, to be eligible to vote. Proxies are permitted, with specific requirements for validity and submission outlined in the notice; a proxy form will be available on the company's website.
The EGM's agenda includes several key resolutions proposed by the board of directors, primarily focused on strengthening the company's financial position. The proposed agenda items include the election of a chair for the meeting (Carl Svernlöv from Baker McKenzie Advokatbyrå proposed), preparation and approval of the voting list, and crucially, resolutions on amendments to the articles of association, approval of a rights issue of shares, approval of a directed issue of warrants, and authorization for an oversubscription issue.
A significant proposal (Item 7) involves amending the company's articles of association. The board proposes to increase the limits for share capital from a minimum of SEK 3,000,000 and a maximum of SEK 12,000,000 to a new minimum of SEK 11,000,000 and a maximum of SEK 44,000,000. Correspondingly, the limits for the number of shares are proposed to change from a minimum of 45,000,000 and a maximum of 180,000,000 to a new minimum of 170,000,000 and a maximum of 680,000,000. This resolution is conditional upon the approval of the rights issue (Item 8), the directed issue of warrants (Item 9), and the oversubscription issue authorization (Item 10).
Under Item 8, the board seeks approval for its resolution on a rights issue of a maximum of 127,122,299 shares. The subscription price is set at SEK 0.63 per share, potentially raising up to SEK 80,087,048.37 if fully subscribed. Shareholders registered by the record date of 16 July 2025 will receive 1 subscription right per share held, with 10 subscription rights entitling the holder to subscribe for 13 new shares. The subscription period with rights is from 18 July 2025 to 1 August 2025. This resolution is also conditional on the approval of Items 7, 9, and 10.
Item 9 proposes the approval of the board's resolution for a directed issue of a maximum of 83,291,780 warrants of series TO 4 B. These warrants are intended for guarantors in the rights issue as part of their compensation, issued at no consideration. Each warrant entitles the holder to subscribe for one new class B share. The subscription price per share using these warrants will be SEK 0.95 if exercised by 30 June 2028, and SEK 1.25 if exercised between 1 July 2028 and 30 June 2030. The board justifies this as essential for securing guarantee commitments and beneficial for long-term financing. This resolution is conditional on the approval of Items 7, 8, and 10.
Furthermore, Item 10 seeks authorization for the board of directors to resolve on an oversubscription issue. This would allow the board, until the next annual general meeting, to issue a maximum of 83,291,780 class B shares to guarantors who applied for subscription in the rights issue but did not receive full allotment. This measure is to ensure the company can fulfill its obligations under guarantee agreements. This resolution is conditional upon the approval of Items 7, 8, and 9.
Resolutions under items 7 (amendments to articles of association), 9 (directed issue of warrants), and 10 (oversubscription authorization) require support from shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting. As of the notice date, Biovica International AB has a total of 97,786,384 shares, representing 110,328,970 votes, divided into class A and class B shares. The company holds no own shares.
Complete proposals and related documents will be available on the company's website (www.biovica.com) and at the company's office at least two weeks before the EGM. Shareholders have the right to request information from the board and managing director during the meeting. Information on personal data processing in relation to the EGM is available on Euroclear Sweden AB's website.
Biovica International AB specializes in developing and commercializing blood-based biomarker assays to aid oncologists in monitoring cancer progression. Its primary product, DiviTum® TKa, measures cell proliferation by detecting the TKa biomarker and has shown utility in providing insights into therapy effectiveness in clinical trials, particularly for metastatic breast cancer. DiviTum® TKa has received FDA 510(k) clearance in the US and is CE-marked in the EU. The company's vision is to improve care for cancer patients through collaborations with leading cancer institutes and pharmaceutical companies.
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