Aino Health AB (publ): Aino Health decides on a fully secured rights issue of shares of approximately SEK 15.9 million

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The Board of Directors of Aino Health AB (publ) (“Aino Health” or the “Company”) has, subject to approval at the Extraordinary General Meeting on 9 September 2020, decided to carry out a rights issue of a maximum of 10,623,319 shares (the “Rights issue”). The subscription price per share is SEK 1.50, whereby Aino Health upon full subscription in the Rights issue receives approximately SEK 15.9 million before issue costs. For every (1) existing share on the record date on 16 September 2020, two (2) subscription rights are received and three (3) subscription rights entitle the holder to subscribe for one (1) new share. The subscription period is between 18 September – 2 October 2020. The Rights issue is fully secured through underwriting commitments from the existing shareholders Filip Engelbert and Jonas Nordlander. No underwriting compensation is paid for the underwriting commitments. The proceeds from the Rights issue will be used for working capital to execute according to the current growth plan. The Rights issue is conditional on the Extraordinary General Meeting resolving to reduce the Company’s share capital by SEK 15,934,979.00 without the withdrawal of shares and that the limits for the number of shares and share capital in the Articles of Association are changed. This reduces the Company’s share capital to SEK 23,902,468.50 and the share’s quota value to SEK 1.50. Notice to the Extraordinary General Meeting will be issued through a separate press release.

The Rights issue in brief

• Approximately SEK 15.9 million before transaction costs is expected to be raised in the Rights issue if fully subscribed.
• The Rights issue is fully secured through underwriting commitments from the existing shareholders Filip Engelbert and Jonas Nordlander. No underwriting compensation is paid for the underwriting commitments.
• Shareholders will receive two (2) subscription rights (the “Subscription right”) for every (1) share held on the record date. Three (3) Subscription rights entitle the holder to subscribe for one (1) new share.
• The record date for the Rights issue is planned to be 16 September 2020 with the last day of trading including the Subscription rights on 14 September 2020 and the first day of trading excluding the Subscription rights on 15 September 2020.
• The subscription price is SEK 1.50 per share. The subscription period for the Rights issue (the “Subscription period”) is expected to commence on 18 September and it is expected to end on 2 October 2020.
• The proceeds from the Rights issue will be used for working capital to execute according to the current growth plan.

Reasons for the Rights issue and use of proceeds

Aino Health develops and markets IT-based and scalable tools for preventive management of employee absence. The target groups are municipalities, organizations and company managements with a need to increase health awareness in their organizations.

The Company’s products and services are based on Software as a Service, a cloud service that offers software and system support for Health Management. The technology is globally applicable with an increasing aim towards a more sustainable health policy. The Company’s products and services contribute, among other things, to strengthening companies’ competitiveness by offering solutions for managing the employees’ health, well-being and employee engagement, as well as reducing absence related costs.

Aino Health is in an expansion phase and the goal is to confirm the Company’s position in existing markets and to establish and develop operations in the Nordic region and the rest of Europe. However, the ongoing COVID-19 pandemic has affected the Company in a slowdown in sales to new potential customers. As part of reducing its expenses, the Company has, as previously communicated, taken a government-guaranteed loan of approximately SEK 2 million, deferred payments of taxes, VAT, employer contributions and used the opportunity for part-time layoffs via Tillväxtverket. In addition, Aino Health has worked hard over the past quarter to achieve a controlled cash flow. Through a reorganization, the Company has scaled down some of the overhead costs by, among other things, reducing the workforce. This has enabled Aino Health to now have a more fast-paced organization that will focus on continued growth and to provide the market with the best possible SaaS solution in the segment.

In order to secure working capital for the upcoming twelve-month period, to be able to execute according to the proposed growth plan, the Board has decided on the Rights issue, which will give the approximately SEK 15.9 million if fully subscribed.

Terms of the Rights issue

The Board of Directors of the Company has decided to carry out a Rights issue of at most 10,623,319 shares, subject to the approval of the Extraordinary General Meeting on 9 September 2020. The main terms for the Rights issue are presented below.

• All shareholders will be given two (2) Subscription rights for every (1) share held in the Company on the record date, which is planned to be 16 September 2020. Three (3) Subscription rights will entitle the holder to subscribe for one (1) new share.
• The Subscription rights are planned to be traded on Nasdaq First North Growth Market between 18 September 2020 and 30 September 2020.
• After the subscription, temporary shares corresponding to the shares subscribed for based on the Subscription rights (the “Temporary shares”) will be entered into the subscriber’s book-entry account.
• The shares will be entered into the subscriber’s book-entry account once they have been entered into the Trade Register, approximately during week 43/44, 2020.
• Trading in the Temporary shares is planned to commence on Nasdaq First North Growth Market on 18 September 2020.
• The record date for the Rights issue is planned to be 16 September 2020 with the last day of trading including the Subscription rights on 14 September 2020 and the first day of trading excluding the Subscription rights on 15 September 2020.
• The subscription price is SEK 1.50 per share. The Subscription period for the Rights issue is expected to commence on 18 September and it is expected to end on 2 October 2020.
• The dilution for current shareholders from the Rights issue, upon full subscription, amounts to 40.0 percent.
• The Rights issue is conditional on the Extraordinary General Meeting resolving to reduce the Company’s share capital by SEK 15,934,979.00 without the withdrawal of shares and that the limits for the number of shares and share capital in the Articles of Association are changed.

Underwriting commitments

The Rights issue is fully secured through underwriting commitments of SEK 15.9 million from the Company’s owners Filip Engelbert and Jonas Nordlander. No compensation is paid for the underwriting commitments.

Indicative timetable

• 9 August 2020: Decision regarding the Rights issue by the Board of Directors
• 14 September 2020: Last day of trading including the Subscription rights
• 15 September 2020: First day of trading excluding the Subscription rights
• 16 September 2020: Record date for the Rights issue
• Week 38 2020: The memorandum is published
• 18-30 September 2020: Trading period of Subscription rights
• From 18 September 2020 until registration at the Swedish Companies Registration Office: Trading starts in Temporary shares (BTA)
• 18 September – 2 October 2020: The Subscription period for the Rights issue
• 7 October 2020: Announcement of the outcome of the Rights issue

Advisers

Augment Partners AB is acting project leader and Advokatfirman Lindahl Kommanditbolag is acting legal advisor in connection to the Rights issue.

For further information, please contact:

Jyrki Eklund, CEO Aino Health AB (publ) Tel: +358 40 042 4221

E-mail: jyrki.eklund@ainohealth.com

This information is of the kind that the Company is required to disclose in accordance with the EU’s Market Abuse Regulation. The information was issued for publication through the agency of the contact person set out above on 9 August, 2020 at 19.05 CEST.

About Aino Health (publ)

Aino Health is the leading supplier of Software as a Service solutions in Corporate Health Management. The company’s complete system of SaaS platforms and services reduces sick leave, lowers related costs, and improves business results through increased productivity and employee engagement by making health and wellbeing,  an integrated part of everyday work. For more information: https://investors.ainohealth.com/en.

Aino Health AB (publ) is listed at Nasdaq First North Growth Market (Ticker: AINO). Erik Penser Bank AB, +46 8 463 83 00, certifiedadviser@penser.se is the Certified Adviser to the company.

Important information

Publication or distribution of this press release may in some jurisdictions be subject to statutory and legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and observe such restrictions. The information in this press release does not constitute an offer to acquire, subscribe, or otherwise trade in shares or other securities in Aino Health.

This press release does not constitute an offer to acquire securities in the United States. The securities mentioned herein may not be sold in the United States without registration in accordance with The Securities Act of 1933 or without the application of an exception to such registration. The information in this press release may not be released, published, reproduced or distributed in or to the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Switzerland, Singapore, South Africa, or any other country or jurisdiction where such action is not permitted or such action is subject to legal restrictions or would require further registration or other measures than required by Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities laws