May 08, 2023, 11:00

Carbiotix AB ("Carbiotix" or the "Company") announced on 27 April 2023 that the board, with the support of authorization from the annual general meeting, decided on a rights issue of units with preferential rights for the Company's shareholders. The Financial Supervisory Authority has today, on 8 May 2023, approved and registered the prospectus that Carbiotix prepared in connection with the rights issue. The prospectus is available on Carbiotix's website (www.carbiotix.com), Sedermera Corporate Finance AB's website (www.sedermera.se) and the Financial Supervisory Authority's website (www.fi.se).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE THIS PRESS RELEASE IS DISTRIBUTABLE WOULD BE ILLEGAL OR REQUIRE ADDITIONAL ACTIONS THAN SUCH ACTIONS RESULTING FROM SWEDISH LAW. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE.

Prospectus
The prospectus that Carbiotix has drawn up in connection with the rights issue has today been approved and registered by the Financial Supervisory Authority. The prospectus, containing complete conditions and instructions, can be obtained from the respective websites of Carbiotix (www.carbiotix.com), Sedermera Corporate Finance AB (www.sedermera.se) and Nordic Issuing AB (www.nordic-issuing.se). The prospectus is also available on the Financial Supervisory Authority's website (www.fi.se).

The rights issue in short
One (1) existing share in the Company on the record date of May 15, 2023, entitles to one (1) unit right. Nine (9) unit rights give the holder the right to subscribe for one (1) unit in Carbiotix. Each unit consists of four (4) shares and two (2) warrants of series TO 2. The subscription price in the rights issue has been set at SEK 7.52 per unit, which corresponds to SEK 1.88 per share. Subscription options of series TO 2 are issued free of charge.

Through the rights issue, Carbiotix in May/June 2023 can initially receive a maximum of approximately SEK 12 million before issue costs, which are estimated to amount to approximately SEK 2.7 million. Through ongoing warrants of series TO 2, the Company can in October 2023 be provided with a maximum of approximately SEK 15 million before issue costs of approximately SEK 1 million.

Subscription of units can take place during the subscription period that runs from and including 17 May 2023 to and including 2 June 2023. Unit rights that are not used during the subscription period become invalid and lose their value. Trading in unit rights is expected to take place on the Spotlight Stock Market from and including 17 May 2023 to and including 30 May 2023. Trading in BTU (Paid Subscription Unit) is expected to take place during the period from and including 17 May 2023 until the issue registered with the Swedish Companies Registration Office.

The rights issue will increase the share capital by a maximum of SEK 638,037.60, from SEK 1,435,585.30 to SEK 2,073,622.90 and the total number of shares will increase by a maximum of 6,380,376 shares, from 14,355,853 shares to 20,736,229 shares. Existing shareholders who choose not to participate in the rights issue will be recognized with a dilution effect corresponding to approximately 30.8 percent, calculated on the number of shares in the Company after the rights issue has been fully subscribed. Shareholders who choose not to participate in the rights issue have the opportunity to partially compensate themselves for the economic dilution effect by selling their unit rights no later than May 30, 2023.

The rights issue is secured in writing by members of the board, management and external investors to a total of 100 percent (corresponding to approximately SEK 12 million) through subscription and guarantee commitments (bottom and free top guarantee). Subscription commitments amount to approximately SEK 1.5 million, which corresponds to approximately 12.5 percent of the rights issue. Guarantee commitments amount to a total of approximately SEK 10.5 million, corresponding to approximately 87.5 percent of the rights issue. Of the guarantee, approximately SEK 9.3 million is a bottom guarantee from external investors and approximately SEK 1.2 million is a free top guarantee from CEO Kristofer Cook's wholly owned company Sustainable Holding Sweden AB.

For complete information on the terms of the rights issue, please refer to the published prospectus.

Advisors
In connection with the rights issue, Carbiotix has engaged Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent.

For more information
Kristofer Cook, CEO
Tel: 0046 708-796580
E-mail: kristofer.cook@carbiotix.com

Important information
This press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, warrants, subscription rights, BTU or other securities in Carbiotix AB and investors should not subscribe or acquire any securities other than on the basis of the information in the prospectus which will be made public before the start of the subscription period in the Rights Issue on or about May 17, 2023. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden.

This press release may not be made public, published or distributed, directly or indirectly, in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be illegal. This press release also does not constitute an offer to sell new shares, warrants, subscription rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such person or where such action would require an additional prospectus, registration or other measures than according to Swedish law. The prospectus, notification form and other documents relating to the Rights Issue may not be distributed in or to any country where such distribution or the Rights Issue requires actions as specified in the previous sentence or where they would be contrary to regulations in such country. Actions contrary to this instruction may constitute a violation of applicable securities legislation.

No shares, warrants, warrants, BTUs or other securities have been or will be registered under the United States Securities Act of 1933 as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered, subscribed, is exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or through a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.

This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as "intends", "estimates", "expects", "may", "plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information is not a guarantee of future performance or development, and actual outcomes may differ materially from what is stated in forward-looking information. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forwardlooking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight's regulations.

Carbiotix AB (CRBX) (www.carbiotix.com) is an award-winning biotechnology company pioneering microbiome healthcare through a portfolio of prebiotic modulators and diagnostic testing services.

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