Settlement of a loan, a fee for expanding the shareholder base, and a consultancy receivable through newly issued shares
Medicortex International AB (publ) (“Medicortex” or “the Company”) announces today that the Company has entered into agreements with NoteCom Holding AB (publ) and Dividend Sweden AB, respectively, ahead of two planned directed share issues against set-off of receivables. The planned issues are intended to comprise a total of approximately SEK 9,943,850 through the set-off of receivables, without any cash contribution. The intended subscription price per share is SEK 1.30 in both issues.
Background and rationale
In connection with the Company’s reverse acquisition of Medicortex Finland Oyj in March 2026, NoteCom Invest AB provided an interest-free bridge loan of SEK 4,000,000 to the then Nosium AB (publ), in order to ensure that the Company’s capital base was sufficient ahead of Nordic Growth Market’s (NGM) approval of the reverse acquisition. Under the loan agreement and a subsequent supplemental agreement, the loan was not to be repaid in cash but was to be settled through a set-off share issue following completion of the acquisition.
NoteCom Invest AB has since assigned the loan receivable to NoteCom Holding AB (publ). The Company and NoteCom Holding AB (publ) have further entered into an agreement regarding an assignment to expand the Company’s shareholder base, under which NoteCom Holding AB (publ) shall plan, structure and administer a broadening of the shareholder base, including making available its distribution structure and existing shareholder base for this purpose. As consideration for the assignment, NoteCom Holding AB (publ) will receive SEK 4,840,000. Part of the consideration is intended to be used to distribute shares to new shareholders as part of the broadening of the Company’s shareholder base. The consideration is not conditional on the distribution of shares having actually been completed at the time of subscription.
The assumed loan receivable of SEK 4,000,000 and the consideration of SEK 4,840,000, together SEK 8,840,000, are intended to be set off in full against the Company’s receivable from NoteCom Holding AB (publ) for subscription of new shares.
In addition, the Company has entered into an agreement with Dividend Sweden AB regarding substitution of debtor and set-off in respect of a consultancy fee, originally invoiced to Medicortex Finland Oyj in the amount of EUR 100,000 for services in connection with the reverse acquisition. The receivable has been converted into Swedish kronor at the European Central Bank’s (ECB) reference rate of 19 August 2026 (EUR 1.00 = SEK 11.0385) and amounts, following conversion, to SEK 1,103,850. Of this amount, SEK 1,103,849.50 is intended to be set off against new shares; the remaining SEK 0.50 is waived.
Planned set-off issues in summary
| Counterparty | Number of new shares | Subscription price | Amount set off |
| NoteCom Holding AB (publ) | 6,800,000 | SEK 1.30 | SEK 8,840,000 |
| Dividend Sweden AB | 849,115 | SEK 1.30 | SEK 1,103,849.50 |
| Total | 7,649,115 | — | SEK 9,943,849.50 |
Upon completion of the issues, the total number of shares and votes in the Company will increase by 7,649,115, from 23,333,909 to 30,983,024 shares. This corresponds to a dilution of approximately 24.7 percent of the shares and votes for shareholders not participating in the issues.
Conditions for completion
Completion of each set-off issue is subject to the requisite corporate resolutions being adopted and the issues being registered with the Swedish Companies Registration Office (Bolagsverket). Until then, the receivables remain as monetary claims against the Company.
