NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The Supplementary Prospectus has been prepared since Guard Therapeutics, during the subscription period in the ongoing rights issue of shares (the “Rights Issue”), has reported positive results from preclinical studies of the Company’s investigational drug ROSgard in experimental animal models of sepsis, through a press release on 22 November 2021. The press release is available on the Company’s website (www.guardtherapeutics.com).
In addition to the above-mentioned press release, the Company has also noted an error in the Prospectus as regards the value of the synthetic option that was transferred to the Company's CEO, as the value of the synthetic option was incorrectly stated in KSEK instead of in SEK.
The Supplementary Prospectus has been prepared in accordance with Article 23 in Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) and has today on 24 November 2021 been approved and registered by the SFSA. The Supplementary Prospectus is part of, and shall in all respects be read together with, the Prospectus. The Prospectus and the Supplementary Prospectus (together the “Prospectuses”) are available on Guard Therapeutics’ website (www.guardtherapeutics.com) and Danske Bank A/S, Danmark, Sverige Filial’s website (www.danskebank.se) and will also be available on the SFSA’s website (www.fi.se).
Investors who, prior to the publication of the Supplementary Prospectus, have notified or otherwise consented to subscribe for shares in the Rights Issue are according to Article 23 in the Prospectus Regulation entitled to withdraw their notification or consent within three working days of the publication of the Supplementary Prospectus, i.e. until 29 November 2021. Withdrawal must be made in writing to Danske Bank A/S, Danmark, Sverige Filial, Nordic Asset Services – Emissioner, Box 7523, SE-103 92 Stockholm or via e-mail to R3585emi@danskebank.se. Investors who have notified to subscribe for shares through their bank/trustee should contact their bank/trustee regarding withdrawal. Notification that is not withdrawn within the specified time will remain binding and investors who wish to remain with their subscription of shares do not have to take any measures.
For full terms and other information related to the Rights Issue, please refer to the Prospectuses.
Advisers
Danske Bank A/S, Danmark, Sverige Filial is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Guard Therapeutics in connection with the Rights Issue.
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Guard Therapeutics. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in Guard Therapeutics has only been made through the Prospectuses. The Prospectuses have been approved and registered by the SFSA and have been published on the Company’s website (www.guardtherapeutics.com). The approval of the Prospectuses by the SFSA shall not be regarded as an approval of the shares or any other securities. This release is however not a prospectus in accordance to the definition in the Prospectus Regulation and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares or other securities in Guard Therapeutics. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectuses. Thus, investors are encouraged to review the Prospectuses in their entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in Guard Therapeutics have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
GUARD THERAPEUTICS INTERNATIONAL AB 
