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Communiqué from the Extraordinary General Meeting of Coegin Pharma AB (publ)

COEGINRegulatory press release22.07.2026 klo 15.41
Download the release

Today, on July 22, 2026, the Extraordinary General Meeting of Coegin Pharma AB (publ) ("Coegin Pharma" or the "Company") was held. A summary of the resolution passed by the Extraordinary General Meeting is set out below. The resolution was adopted unanimously.

Resolution on a directed issue of units to subscribers covered by Chapter 16 of the Swedish Companies Act
The general meeting resolved on a directed issue of up to 1,072,631 units with deviation from the shareholders' pre-emption rights on the following terms and conditions. 

  1. Each unit shall consist of two (2) newly issued shares and one (1) warrant of series 2026/2027 issued free of charge. Consequently, not more than 2,145,262 new shares and not more than 1,072,631 new warrants may be issued. The resolution entails that the Company's share capital may increase by not more than SEK 214,526.20 through the issue of shares. Furthermore, the resolution entails that the Company's share capital may increase by an additional maximum of SEK 107,263.10 upon full exercise of the warrants. Through the new issue, the Company will receive proceeds of not more than SEK 6,349,975.52.

  2. The subscription price shall amount to SEK 5.92 per unit, corresponding to a subscription price of SEK 2.96 per share. The warrants shall be issued free of charge.

    The subscription price has been determined following negotiations with the subscribers (excluding the Board member and the CEO) and represents a discount of approximately 15 per cent compared to the volume-weighted average price of the Company's share during the ten (10) trading days preceding the date of determination of the proposal. In light of the challenging financing climate prevailing in the capital markets, the Board of Directors considers the subscription price to be on market terms and reflective of the demand for the Company's shares. 
  1. The right to subscribe for units shall, with deviation from the shareholders' pre-emption rights, vest in the following persons:

Name

Maximum number of units

Amount (SEK)

Alveco Invest AB

422,297

2,499,998.24

Bengt Svenstig

236,486

1,399,997.12

Lennart Börjesson

185,810

1,099,995.20

Crystallus AB

168,918

999,994.56

Jens Eriksson

13,513

79,996.96

iEnce Advisor AB

16,047

94,998.24

Daniel Odéhn

29,560

174,995.20

 

  1. Any share premium shall be allocated to the unrestricted share premium reserve.

  2. Subscription for units shall be made on a subscription list within seven (7) days from the date of the issue resolution. Payment for subscribed units shall be made in cash within the same period. 
  1. The Board of Directors shall be entitled to extend the subscription period and the payment period.

  2. Allocation shall be resolved upon by the Board of Directors. Oversubscription is not permitted. 
  1. Subscription for shares by exercise of the warrants shall be made in accordance with the terms and conditions of the warrants during the period from 1 January 2027 up to and including 29 January 2027.

  2. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to eighty (80) per cent of the volume-weighted average price of the Company's share during the last ten (10) trading days of 2026, however not lower than the quota value of the share and not higher than SEK 12.

  3. The warrants shall otherwise be subject to the terms and conditions set out in the complete warrant terms.

  4. Shares issued upon subscription shall carry entitlement to dividends from the first record date for dividends occurring after the subscription has been registered to such extent that the shares have been entered as interim shares in the Company's share register.

  5. The Chief Executive Officer, or any person appointed by the Board of Directors, shall be authorized to make such minor adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Background and reasons for the deviation from the shareholders' pre-emption rights
As members of the Company's Board of Directors and management are included among the proposed subscribers, the issue is subject to the provisions of Chapter 16 of the Swedish Companies Act, the so-called Leo Act. Consequently, the Board of Directors has carefully considered the proposal.

The share issue is carried out for the purpose of strengthening the Company's liquidity and improving the Company's financial position in a time- and cost-efficient manner. Prior to proposing the issue, the Board of Directors has carefully examined and considered alternative financing options, including raising capital through a rights issue. However, following an overall assessment and careful consideration, the Board of Directors has concluded that a new share issue with deviation from the shareholders' pre-emption rights constitutes a more favourable alternative for the Company and its shareholders than a rights issue and that it is objectively in the interests of both the Company and its shareholders to carry out the issue. The Board of Directors has, among other things, taken the following factors into account.

A rights issue would have required significantly more time and resources than the proposed issue, inter alia due to the extensive work required to ensure such an offering. Furthermore, there is no guarantee that a rights issue would be fully subscribed. By reducing the time required, the Company gains greater flexibility to take advantage of short-term investment opportunities, while reducing its exposure to fluctuations in the stock market and benefiting from the current interest in the Company's share. The costs associated with the issue are also expected to be lower than those of a rights issue, not least because a rights issue, given the market volatility experienced during 2025 and 2026, would likely require extensive underwriting commitments from a guarantee consortium, which in turn would entail additional costs and/or dilution for shareholders depending on how such compensation would be structured.

The reason for directing the issue to existing shareholders and members of the Board of Directors and management is that these parties have expressed and demonstrated a long-term commitment to the Company, which in the Board of Directors' assessment creates security and stability for both the Company and its shareholders and contributes significant strategic and long-term value. 

Complete documentation regarding the resolutions adopted at the Annual General Meeting is available for download at coeginpharma.com. 

For further information, please contact:
Jens Eriksson, CEO, Coegin Pharma AB
Email: je@coeginpharma.com

About Coegin Pharma
Coegin Pharma is a Swedish innovation company developing and commercializing advanced cosmetic technologies for hair and skin. The company's flagship innovation, Follicopeptide®, is a patented, clinically developed peptide technology targeting hair thinning. It is currently being introduced globally through selected partners and the company's own brand platform. In parallel, Coegin is also developing NPP-4, a next-generation cosmetic peptide innovation designed to enhance skin tone.

With scalable in-house production, established intellectual property, and a flexible commercial model, Coegin Pharma is positioned to bring differentiated, science-based products to the global cosmetics market.

Coegin Pharma's share is listed on the NGM Growth Market and dual-listed on Börse Stuttgart. The company is headquartered in Lund, Sweden. 

For more information, including company updates and social media links, visit coeginpharma.com

Attached files

260722-Pressrelease.pdf