On September 29, 2026 Alligator Bioscience AB ("Alligator Bioscience" or the "Company"), reported, based on the authorization granted by the extraordinary general meeting on 26 August 2026, resolved on a directed issue of 187,795,097 warrants series 2026/2031 to Fenja Capital II A/S ("Fenja Capital"). The issue constitutes part of the renegotiation of the outstanding loan from Fenja Capital which was raised in June 2024 and that the parties agreed on in connection with the rights issue of units resolved upon by the board of directors on 23 July 2026 (the "Rights Issue"). The Company can also announce that none of the guarantors who have entered into guarantee commitments in the Rights Issue have chosen to receive guarantee compensation in the form of newly issued units, which means that guarantee compensation will be paid in a cash amount of approximately SEK 7.7 million.
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Directed issue of warrants
In accordance with the Company’s press release from 23 July 2026, the Company has, in connection with the Rights Issue, renegotiated the outstanding loan (the "Loan") from Fenja Capital, which was originally raised in June 2024. As part of the renegotiation, the Company has undertaken to issue warrants series 2026/2031 to Fenja Capital, free of charge. The Board of Directors has therefore today, based on the authorization granted by the extraordinary general meeting on 26 August 2026, resolved on a directed issue of 187,795,097 warrants series 2026/2031 to Fenja Capital. The number of warrants series 2026/2031 that are issued corresponds to a total dilution of five percent calculated on the total number of ordinary shares outstanding in the Company immediately after the completion of the Rights Issue and the Compensation Issue. The warrants will not be admitted to trading. The warrants series 2025/2030 that were issued to Fenja Capital in connection with the Company’s previous rights issue in 2025 will be cancelled.
The warrants are issued free of charge and enable further capital contributions to the Company from and including the registration of the new warrants with the Swedish Companies Registration Office up to and including 31 October 2031. In the event all warrants series 2026/2031 issued to Fenja Capital are fully exercised for subscription of new ordinary shares, 187,795,097 new ordinary shares will be issued. The exercise price for the warrants shall correspond to SEK 0.028 per share. Upon full exercise of all warrants series 2026/2031 issued to Fenja Capital, the Company may receive an additional capital injection of up to approximately SEK 5 million, before issue costs. The warrants are subject to terms and conditions that contain recalculation terms that entail a so-called "full dilution protection", meaning that Fenja Capital, with certain exceptions, shall be compensated in the event of certain corporate actions so that Fenja Capital always has the right to be allocated additional warrants so that the warrants held by Fenja Capital together entail the same dilution as the warrants represented immediately prior to the corporate action, calculated on the number of outstanding ordinary shares in the Company. Examples of such corporate actions are bonus issue, reverse share split, new issue of shares, rights issue, directed issue and resolution on reduction of the share capital. In such an event, the exercise price for such additional warrants shall be adjusted to the lower of (a) 140 percent of the subscription price in the relevant corporate action and (b) any recalculated exercise price determined in accordance with the terms and conditions of the warrants. Furthermore, the exercise price for the warrants outstanding prior to the corporate action shall, at Fenja Capital’s request, also be subject to the same adjustment. Fenja Capital’s rights regarding additional warrants shall continue to apply even after the Loan has been repaid or the loan agreement has expired, and shall only expire when the warrants expire on 31 October 2031.
The reasons for the deviation from the shareholders’ preferential rights are that the issue constitutes an integral and crucial part of the restructuring of the Loan. The Board of Directors has carefully considered various financing solutions as alternatives to the restructuring of the Loan. In connection with the planning for a capital raise to secure the Company’s future working capital needs, a dialogue was initiated with Fenja Capital regarding restructuring of the original financing to extend the Loan. In connection with the negotiations, the Board of Directors considered inter alia the possibility of financing the business by raising additional separate loans but made the assessment that such loans would likely not be entered into on terms favorable to the Company or in due time, considering the prevailing market conditions. The Board of Directors also considered the possibility of increasing the size of the Rights Issue, to repay the Loan in its entirety, but made the assessment that such a rights issue would probably not be fully subscribed or subscribed to a sufficient extent. In an overall assessment of the possibility of financing the business, the Board of Directors’ assessment is thus that the reasons for the renegotiation of the Loan, which includes a directed issue of warrants, outweigh the reasons that justify the main rule that new issues shall be carried out with preferential rights for the shareholders and the issue of warrants is, in the opinion of the Board of Directors, thus the most advantageous alternative for the Company and the Company’s shareholders. In addition, the Board of Directors believes that it is advantageous that the issue of the warrants can result in the Company receiving a potential additional capital injection upon exercise of the warrants.
Shares, share capital and dilution
In the event all outstanding warrants series 2026/2031 issued to Fenja Capital are exercised in full for subscription of new ordinary shares, the total number of shares in the Company will increase by 187,795,097 shares, from 3 568,106,848 shares to 3,755,901,945 shares (based on the number of shares after the Rights Issue), whereof all outstanding shares are ordinary shares. The share capital will increase by SEK 938,975.485, from SEK 17,840,534.24 to SEK 18,779,509.725. This corresponds to a dilution effect of 5 percent of the total number of ordinary shares in the Company after the Rights Issue and full exercise of all warrants series 2026/2031 issued to Fenja Capital.
Advisers
APREA Partners AB acts as financial adviser in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal adviser to Alligator Bioscience. Vator Securities AB acts as the issuing agent in connection with the Rights Issue.
(Press release, Alligator Bioscience, SEP 29, 2026, View Source [SID1234671140])