Summary

The Board of Directors of ODI Pharma has today resolved to propose that an Extraordinary General Meeting (EGM) approve a directed share issue of a total of 2,415,385 new shares (the “Share Issues”). The Share Issue is structured in two parts with different subscription prices, and is expected to raise gross proceeds of approximately SEK 2.0 million for the Company. The Share Issues is directed to a limited group of investors, including certain existing shareholders and members of the Company’s Board of Directors and management.

The purpose of the Share Issue is to secure the Company's working capital needs and provide financial flexibility to support the execution of its operational and strategic objectives.
As members of the Board of Directors and management intend to participate in the Share Issue, the proposal is subject to the provisions of Chapter 16 of the Swedish Companies Act (the so-called "Leo Act"). The resolution is therefore conditional upon approval by the EGM with a majority of 90 percent of the shares and votes represented at the EGM. A notice to the EGM will be published separately.
Summary Background and rationale
The Company is currently in a phase that requires a strengthened financial position to secure its working capital needs and execute on its business plan. To support the Company’s continued development and operational activities, the Board of Directors has evaluated various financing alternatives.
The Board of Directors has carefully considered the possibility of raising capital through a rights issue. However, after a thorough evaluation, the Board has concluded that a directed share issue is the most advantageous alternative for the Company and its shareholders at this time. The reasons for deviating from the shareholders' preferential rights are primarily:

1.
Time and cost-effectiveness: A directed share issue can be executed significantly faster and at a lower cost compared to a rights issue. This is crucial for the Company to secure necessary financing in a timely manner to meet its operational commitments.

2.
Settlement of debts: The Company has outstanding debts to some of the subscribers, who have expressed their willingness to set off these debts against new shares. The Board considers it beneficial for the Company to settle these obligations with shares instead of cash, thereby strengthening the balance sheet.
Based on these considerations, the Board of Directors assesses that a directed new share issue is the most suitable option for the Company and all its shareholders.
Terms and Conditions of the Directed Share Issues The Share Issues comprises a total of 2,415,385 new shares, divided into the following two parts:
 

3.
Part 1 (”Part 1”):
a.
Number of shares: 1,769,231 shares.
b.
Subscription price: SEK 0.65 per share.
c.
Subscribers: Niclas Kappelin (923,077 shares) and Volker Wiederrich (Chairman of the Board) (846,154 shares).
d.
Gross proceeds: Approximately SEK 1.15 million.
 

4.
Part 2 (”Part 2”):
a.
Number of shares: 646,154 shares.
b.
Subscription price: SEK 1.30 per share.
c.
Subscribers: Derek Simmross (307,692 shares) and Jan-Mark Edewaard (CEO and board member) (338,462 shares).
d.
Gross proceeds: Approximately SEK 0.84 million.
The subscription price in Part 1 represents a discount of approximately 46% compared to the 10-day volume-weighted average price (VWAP) of the Company’s share on the Spotlight Stock Market up to and including June 5, 2025. The subscription price in Part 2 represents a discount of approximately 73% relative to the same VWAP. Both subscription prices were determined through negotiations between the subscribers and the independent members of the Board of Directors. The Board's assessment is that the subscription prices reflect the prevailing market conditions and demand, and are therefore considered to be on market terms.
Upon completion of the Share Issue, the number of shares in the Company will increase by 2,415,385, from 15,915,034 to 18,339,419. The share capital will increase by SEK 96,615.40, from 636,501 to 733,216.76. The Share Issues will result in a dilution of approximately 15% of the total number of shares and votes in the Company.
Applicability of the Leo Act The Share Issues is directed to a limited circle of investors, including the Company’s Chairman of the Board, Volker Wiederrich, and its CEO and board member, Jan-Mark Edewaard.
Due to the participation of these related parties, the proposed Share Issues is subject to the provisions of Chapter 16 of the Swedish Companies Act (2005:551), commonly referred to as the Leo Act. Consequently, the resolution to approve the Share Issue is conditional upon being supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the Extraordinary General Meeting.
Statement from Volker Wiederrich, Chairman. “This directed share issue is a necessary measure to strengthen ODI Pharma’s finances in a fast and efficient way. It allows us to access funding quickly and settle debts with shares so we can keep our operations on track and deliver according to plan as we scale up to meet growing demand.”
 

Preliminary timeline
1.
Notice of the Extraordinary General Meeting: On 9th June, 2025.
2.
Extraordinary General Meeting: On 26th of June, 2025.
For more information on ODI Pharma, please contact:
 

Volker Wiederrich, Chairman, ODI Pharma AB
E-mail: info@odipharma.com
 

This disclosure contains information that ODI Pharma is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 09-06-2025 20:15 CET.
ODI Pharma AB
ODI Pharma, based on its European network, subsidiaries and affiliates, is a producer and representative of finished pharmaceutical cannabis products with a focus on distribution to the medical cannabis market in Europe through its subsidiary ODI Pharma Polska Sp. z o.o. ODI Pharma intends to provide a high-quality product at a competitive price compared to competitors in Poland, thereby becoming the number one provider of medical cannabis in Poland. ODI Pharma also strives to be on the forefront of understanding the medical applications of the product as well as introducing new, innovative products to the European patients in need. The Company will continue to team up with the most knowledgeable and best renown partners in the industry to achieve its goals.