Press release from Companies
Published: 2026-05-18 09:14:39
The shareholders of Spermosens AB (publ), reg. no. 559179-0380, are hereby invited to attend the Annual General Meeting on Thursday, 18 June 2026 at 10:00 a.m. at Medicon Village (The Spark), Scheeletorget 1, Lund, Sweden.
Right to participate and notice of participation
Shareholders wishing to participate in the Annual General Meeting must:
Nominee-registered shares
Shareholders whose shares are nominee-registered must, in order to be entitled to participate in the General Meeting, request that their bank or nominee temporarily registers the shares in their own name in the share register maintained by Euroclear Sweden AB so that the shareholder is registered as of the record date on 10 June 2026. Voting rights registration requested by shareholders in such time that the registration has been completed by the nominee no later than the second banking day after 10 June 2026 will be taken into account in the preparation of the share register.
Proxies and proxy forms
Shareholders not attending the meeting in person may exercise their rights at the meeting through a proxy authorized by a written, signed and dated power of attorney. A proxy form is available on the company’s website, www.spermosens.com. The proxy form may also be obtained from the company and will be sent to shareholders who request it and state their address. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity shall be attached. A power of attorney may not be older than one year unless a longer validity period is specified in the power of attorney, however no longer than five years. To facilitate entry to the meeting, powers of attorney, registration certificates and other authorization documents should be received by the company well in advance of the meeting.
Number of shares and votes
At the time of this notice, the total number of outstanding shares and votes in the company amounts to 3,173,024,065. The company holds no own shares.
Proposed agenda
a) adoption of the income statement and balance sheet;
b) allocation of the company’s results in accordance with the adopted balance sheet; and
c) discharge from liability for the Board members and the CEO.
Proposed resolutions
Opening of the meeting and election of Chairman of the meeting (item 1)
The Board of Directors proposes that Ulrik Spork, or the person appointed by the Board in the event of his absence, be elected Chairman of the meeting.
Allocation of results (item 8b)
The Board of Directors proposes that the Annual General Meeting disposes of the company’s results in accordance with the Board’s proposal in the annual report. The Board further proposes that no dividend be paid for the financial year 2025.
Determination of the number of Board members and deputy Board members (item 9)
The Board of Directors proposes that the Board shall consist of four Board members without deputy Board members.
Determination of remuneration to the Board of Directors and the auditor (item 10)
The Board of Directors proposes that Board remuneration shall amount to a total of ten price base amounts, with four price base amounts to the Chairman of the Board and two price base amounts each to the other Board members. Furthermore, the Board proposes that remuneration to the auditor shall be paid in accordance with approved invoices and customary billing standards.
Election of the Board of Directors and audit firm (item 11)
The Board of Directors proposes that Kushagr Punyani and Ulrik Spork be re-elected as Board members and that Aleksander Giwercman and Klaas Rackebrandt be newly elected as Board members. Ulrik Spork is proposed to be re-elected Chairman of the Board.
Dr. Aleksander Giwercman is Professor of Reproductive Medicine at Lund University, Department of Translational Medicine in Malmö, and Senior Consultant at the Reproductive Medicine Centre, Skåne University Hospital. He leads the reproductive medicine research group in Malmö. He completed his doctoral degree at the University of Copenhagen. His research focuses on the underlying causes of male infertility, with particular expertise in sperm DNA fragmentation, oncofertility, environmental factors affecting reproductive health, and the long-term effects of medical and lifestyle-related factors on fertility. He has authored or co-authored more than 500 peer-reviewed articles in journals including The Lancet Oncology, Andrology and Human Reproduction, and has led major international research collaborations, including ReproUnion. Professor Giwercman has previously served as scientific adviser to Spermosens, and his clinical and scientific expertise is directly relevant to the company's mission and technology.
Dr. Klaas Rackebrandt is CEO of Scalania AG and Senior Functional Excellence Portfolio and Delivery Manager at Datwyler Healthcare. He holds a doctorate in engineering from the University of Lübeck and an MBA in Engineering Management. He is a certified lead auditor under ISO 13485:2016 and has extensive experience in M&A, corporate finance, business transformation and venture investment, with a particular focus on medtech and life science companies. Dr. Rackebrandt served as financial adviser to Spermosens in connection with the strategic investment secured in March 2025 and has been an active supporter of the company's development. He brings relevant expertise in capital markets, international investor relations and business development to the board.
The Board of Directors further proposes that Forvis Mazars AB be re-elected as the company’s auditor for the period until the end of the next Annual General Meeting. The audit firm has announced that the intention is for Andreas Brodström to remain auditor-in-charge.
Resolution regarding approval of capital facility (item 12)
The Board of Directors of Spermosens AB (the “Company”) has entered into agreements with a number of existing shareholders, including Chairman of the Board Ulrik Spork and CEO Tore Duvold, regarding a capital facility totaling SEK 4.85 million (the “Capital Facility”).
The Capital Facility means that the investors have undertaken, at the request of the Board of Directors during the period from 19 June 2026 up to and including 31 December 2026, to participate in a directed issue of units consisting of shares and warrants issued free of charge. Each unit shall consist of one (1) share and one (1) warrant issued free of charge. The Capital Facility may be utilized on one (1) occasion and shall upon such utilization comprise a total of SEK 4.85 million. No compensation shall be paid to the participants in the Capital Facility.
The subscription price for the shares shall correspond to a discount of fifteen (15) percent compared to the volume-weighted average price (VWAP) of the Company’s share during the ten (10) trading days immediately following the Company’s call for capital, however not lower than the quota value of the share. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.025 per share. The warrants shall have a term of three (3) years.
The Capital Facility contains customary terms regarding, inter alia, termination rights under certain extraordinary circumstances. The investors’ undertakings to participate in the issue may also cease in the event of a material adverse change in the Company’s business or financial position, for example if the Company’s core technology is no longer deemed to meet the requirements for commercialization, if the Company’s business plan is no longer considered viable, or in insolvency-related situations. In addition, investors may limit their participation to avoid holdings exceeding thirty (30) percent of the shares or votes in the Company following completion of the issue. Certain investments may also be subject to notification requirements under the Swedish Foreign Direct Investment Screening Act and may therefore require approval from the Inspectorate of Strategic Products (ISP).
The Board of Directors considers that the Capital Facility provides the Company with increased financial flexibility and the opportunity to continue implementing the Company’s commercial plan and the commercialization of JUNO-Checked. The Board has evaluated alternative financing solutions and considers the Capital Facility to constitute a cost-efficient and flexible solution in light of prevailing market conditions.
Accordingly, the Board of Directors proposes that the General Meeting resolves to approve the Capital Facility. The resolution is conditional upon the General Meeting resolving in accordance with item 13 below.
Resolution regarding the necessary authorization to issue shares in connection with the capital facility (item 13)
The Board of Directors proposes that the General Meeting authorizes the Board, in connection with a call for capital in accordance with the Capital Facility (item 12), no later than 31 January 2027, to resolve on an issue of units amounting to a maximum of SEK 4.65 million. Each unit shall consist of one (1) share and one (1) warrant issued free of charge. The subscription price for the shares shall correspond to a discount of fifteen (15) percent compared to the volume-weighted average price (VWAP) of the Company’s share during the ten (10) trading days immediately following the Company’s call for capital, however not lower than the quota value of the share. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.025 per share. The warrants shall have a term of three (3) years from the resolution on the issue and may be exercised for subscription of new shares during a one (1) week period prior to each half-year during the term.
The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, be granted to the participants in the Capital Facility, excluding Chairman of the Board Ulrik Spork and CEO Tore Duvold. The Board of Directors shall be authorized to determine the remaining terms and conditions of the issue.
The resolution by the General Meeting under this item is conditional upon the General Meeting approving the Capital Facility in accordance with item 12.
The CEO, or the person appointed by the Board, shall be authorized to make such minor adjustments to the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Resolution regarding amendment of the Articles of Association (item 14)
The Board of Directors proposes that the General Meeting resolves to amend the Articles of Association as follows.
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Current wording |
Proposed wording |
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§ 4 Share capital The share capital shall amount to not less than SEK 2,625,000 and not more than SEK 10,500,000.
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§ 4 Share capital The share capital shall amount to not less than SEK 6,346,000 and not more than SEK 25,384,000. |
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§ 5 Number of shares The number of shares shall be not less than 1,312,500,000 and not more than 5,250,000,000.
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§ 5 Number of shares The number of shares shall be not less than 3,173,000,000 and not more than 12,692,000,000. |
The CEO, or the person appointed by the Board, shall be authorized to make such minor adjustments to the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office.
Resolution regarding authorization for the Board of Directors to resolve on issuances (item 15)
The Board of Directors proposes that the General Meeting authorizes the Board, until the next Annual General Meeting, on one or several occasions and within the limits of the Articles of Association, with or without deviation from the shareholders’ preferential rights, to resolve on issuances of shares and/or warrants amounting to a maximum of SEK 10 million (total issue amount). Payment may be made in cash, in kind or by set-off and otherwise subject to conditions pursuant to the Swedish Companies Act.
To the extent that the authorization is utilized for issues with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to any market-based issue discount, where applicable) and determined in accordance with the below.
If the authorization is utilized prior to a call for capital under the Capital Facility pursuant to item 12, the terms of the issue shall be determined according to the same principles as in the Capital Facility, i.e. through an issue of units where each unit shall consist of one (1) share and one (1) warrant. The subscription price for the shares shall correspond to a discount of fifteen (15) percent compared to the volume-weighted average price (VWAP) of the Company’s share during the ten (10) trading days immediately preceding the Board’s resolution on the issue, however not lower than the quota value of the share. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 0.025 per share. The warrants shall have a term of three (3) years and may be exercised for subscription of new shares during a one (1) week period prior to each half-year during the term.
If the authorization is utilized following a call for capital under the Capital Facility pursuant to item 12, the terms of the issue shall be determined according to the same principles as above, however the subscription price for the shares may be determined to not less than the same subscription price as resolved upon in connection with the call for capital under the Capital Facility.
The purpose of the authorization and the reason for any deviation from the shareholders’ preferential rights is to enable the Company to attract new owners of strategic importance to the Company. The Board of Directors considers financial flexibility to be a strategic asset, particularly for a company at Spermosens’ stage of development. The ability to act decisively — whether to strengthen the Company’s financial position ahead of commercial milestones, attract investors with specific expertise or market access, or offer an equity interest as part of a broader commercial or partnership arrangement — may be crucial in maximizing value for all shareholders. The Board considers that this authorization provides the tools necessary to act on opportunities as they arise, without the delay associated with convening an extraordinary general meeting. The Board intends to utilize the authorization with discipline and only when deemed clearly in the interests of the Company and its shareholders.
Majority requirements
A valid resolution pursuant to item 12 above requires support by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting.
Valid resolutions pursuant to items 13, 14 and 15 above require support by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Documents and information at the meeting
The shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act. All documents pursuant to the Swedish Companies Act (2005:551) will be available at the company’s offices in Lund and on the company’s website www.spermosens.com no later than three weeks prior to the meeting and will be sent to shareholders who so request and state their postal address.
Processing of personal data
For information regarding the processing of your personal data, please refer to the privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Spermosens AB (publ) has its registered office in Lund Municipality.
Lund, May 2026
Spermosens AB (publ)
The Board of Directors
