LUND, SE / ACCESS Newswire / October 27, 2026 / Alligator Bioscience (STO:ATORX)

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The shareholders of Alligator Bioscience AB, Reg. No. 556597-8201, are invited to the extraordinary general meeting to be held on Friday 27 November 2026 at 10:00 CET, at Medicon Village, conference room Bengt, Scheelevägen 4 in Lund, Sweden.

RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders that want to participate in the meeting must be recorded in the company’s share register kept by Euroclear Sweden AB as of Thursday 19 November 2026 and, further, have given notice of their intent to participate to the company no later than on Monday 23 November 2026, by mail to address, Alligator Bioscience AB, att. Greta Höög, Medicon Village, Scheeletorget 1, SE-223 81 Lund, Sweden, by phone to +46 (0)46-540 82 00, or by e-mail to anmalan@alligatorbioscience.com. The notice should specify the shareholder’s name, personal identity number or company registration number, telephone number during work hours and the number of shares held by the shareholder and, when applicable, information on the number of advisors (2 at the most).

TRUSTEE-REGISTERED SHARES
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Monday 23 November 2026. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

PROXIES ETC.
Shareholders participating by proxy must issue a dated and signed proxy. Should the proxy be issued by a legal entity, a certified copy of the valid registration certificate (Sw. registreringsbevis) of the legal entity (or corresponding document) must be presented. Proxies should be in writing and submitted at the latest at the meeting, but should preferably be sent before the meeting. The validity term of the proxy may be at the longest five years if this is specifically stated. In case no validity term is stated, the proxy is valid for at the longest one year. Proxy forms are available at the company’s website (www.alligatorbioscience.com) and at the company (see address above), and will also be sent to the shareholders that request it and state their address.

PROPOSED AGENDA
0. Opening of the meeting.
1. Election of Chairman of the meeting.
2. Preparation and approval of the register of voters.
3. Election of two persons to confirm the minutes.
4. Approval of the agenda.
5. Determination as to whether the meeting has been duly convened.
6. Resolution on (A) directed issue of ordinary shares (equalization issue); (B) amendment of the Articles of Association; and (c) reverse split of ordinary shares.
7. Resolution on authorization for the board of directors to resolve on issues of warrants.
8. Determination of the number of board members.
9. Determination of remuneration for the board members.
10. Election of board members and Chairman of the board of directors.
11. Closing of the meeting.

PROPOSED RESOLUTIONS

Item 1: Election of Chairman of the meeting

The board of directors proposes that Ola Grahn is elected as Chairman of the meeting.

Item 6: Resolution on (A) directed issue of ordinary shares (equalization issue); (B) amendment of the Articles of Association; and (C) reverse split of ordinary shares

The board of directors proposes that the meeting resolves on a consolidation of ordinary shares (so-called reversed share split) whereby one thousand (1,000) existing ordinary shares are consolidated into one (1) ordinary share (1:1,000) in accordance with C below. The purpose of the reverse share split is to achieve an appropriate number of shares for the company. In order to enable the reverse share split of ordinary shares and to achieve an even quota value after the reverse share split, the board of directors further proposes that the meeting resolves on a directed issue of ordinary shares (equalization issue) and to amend the company’s Articles of Association in accordance with A – B below.

A. Directed issue of ordinary shares (equalization issue)
In order to achieve an even quota value after the reverse share split proposed in accordance with C below, the board of directors proposes that the meeting resolves to increase the company’s share capital by SEK 0.76 through the issue of 152 new ordinary shares on the following terms:

  1. SEK 0.005, corresponding to the share’s quota value, shall be paid for each new ordinary share. The reason for setting the subscription price at the quota value is that the new issue is being carried out in order to achieve a total number of ordinary shares in the company that is evenly divisible by the consolidation ratio as set out in C below and thus to achieve an even quota value after the proposed reverse share split.
  2. With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by Vator Securities AB. The reason for the deviation from the shareholders’ preferential rights is that the new issue is being carried out to achieve a total number of ordinary shares in the company that is evenly divisible by the consolidation ratio as set out in C below and thus to achieve an even quota value after the proposed reverse share split.
  3. Subscription of ordinary shares shall take place on the same date as the issue resolution on a separate subscription list. The board of directors shall be entitled to postpone the last day for subscription.
  4. Payment for subscribed ordinary shares shall be made in cash to a bank account designated by the company on the same date as the issue resolution. The board of directors shall be entitled to postpone the last day for payment.
  5. Over-subscription cannot occur.
  6. The new ordinary shares entitle to dividends from the first record date set for dividends after the issue resolution.

B. Amendment of the Articles of Association

In order to enable the reverse share split of ordinary shares proposed under C below, the board of directors proposes that the meeting resolves to amend the company’s Articles of Association, by adopting new limits for the number of shares as follows.

§ 5 Number of shares

Current wording
The number of shares shall not be less than 3,000,000,000 and shall not exceed 12,000,000,000.

Proposed wording
The number of shares shall not be less than 3,000,000 and shall not exceed 12,000,000.

C. Reverse share split of ordinary shares

The board of directors proposes that the meeting resolves to carry out a reverse share split of ordinary shares, in the ratio 1:1,000, resulting in one thousand (1,000) ordinary shares being consolidated into one (1) ordinary share. The reverse share split will reduce the number of ordinary shares, which following the directed share issue set out in A above amounts to a total of 3,568,107,000 shares, to a total of 3,568,107 shares. The proposed reverse share split also means that the quota value of the share increases from SEK 0.005 to SEK 5.

The reason for the reverse share split is that the company wants to achieve a number of shares that is appropriate for the company.

If a shareholder’s holding of ordinary shares does not correspond to a full number of new ordinary shares, the excess ordinary shares will become the property of the company on the record date for the reverse share split. Excess ordinary shares will then be sold at the company’s expense by Vator Securities AB, whereby the shareholders concerned will receive their share of the sales proceeds.

The board of directors shall be authorized to determine the record date for the reverse share split, which may not, however, be earlier than the date on which the resolution on the reverse share split has been registered with the Swedish Companies Registration Office. Further information on the procedure for the reverse share split will be published in connection with the board of directors’ decision regarding the record date.

The board of directors’ proposals under A – C above constitute a combined proposal and shall be made as a joint resolution.

Item 7: Resolution on authorization for the board of directors to resolve on issues of warrants

The board of directors proposes that the meeting resolves to authorize the board of directors, within the limits set forth in the articles of association, up until the next annual general meeting, at one or several occasions, with deviation from the shareholders’ preferential rights resolve to issue warrants. The right to subscribe for the warrants shall be granted solely to Fenja Capital II A/S (“Fenja Capital“). The warrants shall be issued free of charge.

The purpose of the authorization and the reasons for the deviation from the shareholders’ preferential rights and that the warrants are issued free of charge is to fulfil the company’s obligations to Fenja Capital under the loan agreement entered into by the company and Fenja Capital in July 2026 (and as further described in the company’s press releases from 23 July 2026 and 29 September 2026). According to the loan agreement, Fenja Capital has received warrants series 2026/2031. The warrants are subject to terms and conditions that contain recalculation terms that entail a so-called “full dilution protection”, meaning that Fenja Capital, with certain exceptions, shall be compensated in the event of certain corporate actions so that Fenja Capital always has the right to be allocated additional warrants so that the warrants held by Fenja Capital together entail the same dilution as the warrants represented immediately prior to the corporate action, calculated on the number of outstanding ordinary shares in the company. According to the loan agreement, Fenja Capital also has the right to request recalculation of already issued warrants series 2026/2031, which may require the issuance of new warrants of the same series to replace the already issued warrants.

In light of the upcoming exercise of outstanding warrants series TO 15, which will affect the number of shares in the company, the board of directors assesses that it is in the company’s and all shareholders’ interest that the board of directors has the flexibility to issue warrants to Fenja Capital in in accordance with the loan agreement.

Item 8-10: Determination of the number of board members, determination of remuneration for the board members and election of board members and Chairman of the board of directors

At the time of this notice, work is ongoing to appoint the company’s Nominating Committee ahead of the annual general meeting 2027. The intention is for the Nominating Committee to be appointed in such time so that it can submit proposals for resolutions to this meeting. Against this background, the Nomination Committee has not been able to prepare proposals for resolutions regarding determination of the number of board members, determination of remuneration for the board members and election of board members and Chairman of the board of directors in time for the proposals to be included in the notice of meeting. The intention is that the Nomination Committee, as soon as it has been constituted, shall prepare proposals for the said resolution items and submit them to the company as soon as they are ready. The company will thereafter publish the proposals through a press release and make them available at the company and on the company’s website before the meeting.

PARTICULAR MAJORITY REQUIREMENTS
For valid resolutions on the proposals pursuant to items 6 and 7, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.

MEETING DOCUMENTS AND OTHER INFORMATION
The complete proposals for resolutions and ancillary documents pursuant to the Swedish Companies Act (Sw. aktiebolagslagen) will be kept available at the company’s office at Medicon Village, Scheeletorget 1, SE-223 81 Lund, Sweden and at the company’s website (www.alligatorbioscience.com) as from no later than three weeks prior to the meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the meeting.

Shareholders present at the meeting have the right to request information at the meeting pursuant to Chapter 7, Section 32 Paragraph 1 of the Swedish Companies Act (2005:551).

As per the date of the notice, the total number of shares and votes in the company amounts to 3,568,106,848, of which all outstanding shares are ordinary shares.

PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_____________________

Lund in October 2026
ALLIGATOR BIOSCIENCE AB (PUBL)
The Board of Directors

Attachments

Notice of extraordinary general meeting in Alligator Bioscience AB

SOURCE: Alligator Bioscience

View the original press release on ACCESS Newswire

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