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Realheart Announces Last Day of Trading With BTU and First Day of Trading With Warrants of Series TO3

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE FURTHER REGISTRATION OR ANY OTHER MEASURES.

Scandinavian Real Heart AB (publ)’s (“Realheart” or the “Company”) rights issue, in which the subscription period ended on July 5, 2024, has now been registered with the Swedish Companies Registration Office. Trading in BTU will therefore cease, and BTU will be replaced with shares and warrants. Realheart’s warrants of series TO3 will, as a result of the registration of the rights issue with the Swedish Companies Registration Office, be admitted to trading on Nasdaq First North Growth Market on August 1, 2024, and traded under the ticker “HEART TO3”.

The last day for trading in BTU on Nasdaq First North Growth Market is July 26, 2024. Owners of BTU will thereafter receive shares and warrants, which are expected to be in place on each shareholder’s VP account/depositary on August 1, 2024.

Terms for the warrants of series TO3

Two (2) warrants of series TO2 entitles the holder to subscribe for one (1) new share in the Company to a subscription price corresponding to 70 percent of the volume-weighted average price paid for the Company’s shares ten (10) days prior to the subscription period. The exercise period for the warrants of series TO3 will take place during the period March 3, 2025, to March 31, 2025.

The number of warrants of series TO3 amounts to 54 910 406. Upon full exercise of all warrants of series TO3, a maximum of 27,455,203 new shares are issued, which corresponds to a dilution of 11.7 percent.

Advisers

Skills Corporate Finance Nordic AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to Realheart in connection with the rights Issue.

Important information

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Realheart. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Realheart. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2 (k) of the Prospectus Regulation.

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Realheart have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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” 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”); or (ii) high net worth entities falling within Article 49 (2)(a) to (d) of 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.

Scandinavian Real Heart AB develops a total artificial heart (TAH) for implantation in patients with life-threatening heart failure. Realheart® TAH has a patented design that resembles that of the natural human heart. The artificial heart consists of a four-chamber system (two atria and two ventricles) designed to generate a physiological blood flow pattern that mimics the body's natural circulation. A unique concept in the medical technology world.

Realheart performs a directed issue of units to underwriters in connection with the completed rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE FURTHER REGISTRATION OR ANY OTHER MEASURES.

Scandinavian Real Heart AB ("Realheart" or the "Company") announces that the Company's board, with the support of the authorization from the annual general meeting on June 7, 2024, has resolved to issue 6 300 000 units as underwriting compensation directed to a number of the underwriters who provided underwriting commitments in the rights issue that the Company carried out during the period June 12 to July 5, 2024, in accordance with the underwriting agreements entered into.

The underwriters who provided underwriting commitments in the rights issue had the option of having the compensation paid out in cash or in the form of issued units in the Company, which was previously communicated in connection with the rights issue. In total, eight underwriters have chosen to have the underwriting compensation paid out in units. The Company's board has therefore resolved, with the support of the authorization from the annual general meeting on June 7, 2024, to issue 6 300 000 units as compensation to these underwriters, which will increase the company's number of shares by 12 600 000 shares and the company’s share capital by 504 000.00 SEK. The purpose of the directed issue and the reason for the deviation from the shareholders’ preferential rights is thus to fulfill the Company’s commitments to the underwriters in accordance with the underwriting agreements.

Units are issued at a price of 0.5 SEK per unit, corresponding to 0.25 SEK per share, which corresponds to the pricing of shares and units in the rights issue. The board's assessment is therefore that the subscription price is on market terms. The board has resolved that payment for units shall be made by offsetting the respective underwriter's claim on the Company. The underwriters’ claim amounts to 3 150 000 SEK. When these 6 300 000 units together with the 48 610 406 units that were issued in the rights issue have been registered with the Swedish Companies Registration Office, the number of shares in the Company will amount to 206 815 258 shares, and the Company's share capital to approximately 8 272 610.32 SEK. The dilution that accrues as a result of the directed issue to the underwriters amounts to approximately 6.1 percent after the rights issue has been registered.

Through the directed issue to the underwriters, 6 300 000 warrants of series TO3 are issued, which entitle the holder to subscribe for a maximum of 3 150 000 shares in the Company. Upon full exercise of the warrants, the share capital will increase by an additional maximum of SEK 126 000.00.

The Company has had no specific costs related to the directed issue as this takes place as part of the work with the rights issue.

Advisers

Skills Corporate Finance Nordic AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to Realheart in connection with the Rights Issue.

Important information

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Realheart. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Realheart. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Realheart have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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” 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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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.

For more information please contact:

Ina Laura Perkins, CEO

Phone: +46(0)70 406 49 21 

E-mail: inalaura.perkins@realheart.se

Certified Adviser: Svensk Kapitalmarknadsgranskning AB, www.skmg.se

Scandinavian Real Heart AB develops a total artificial heart (TAH) for implantation in patients with life-threatening heart failure. Realheart® TAH has a patented design that resembles that of the natural human heart. The artificial heart consists of a four-chamber system (two atria and two ventricles) designed to generate a physiological blood flow pattern that mimics the body's natural circulation. A unique concept in the medical technology world.

Scandinavian Real Heart AB Announces Outcome in the Company’s Rights Issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE FURTHER REGISTRATION OR ANY OTHER MEASURES.

Scandinavian Real Heart AB (publ) ("Realheart" or the "Company") has completed the rights issue of units, consisting of shares and warrants of series TO3, which the board of directors decided on May 7, 2024, with authorization from the annual general meeting on June 7, 2024 (the “Rights Issue”). The outcome concludes that 38 083 456 units have been subscribed through use of unit rights, corresponding to approximately 39.3 percent of the Rights Issue. Additionally, the Company has received applications for subscription of 5 527 237 units without unit rights, corresponding to approximately 5.7 percent of the Rights Issue. A total of 43 610 693 units were subscribed with the support of unit rights and applications for subscription without unit rights, corresponding to 45.0 percent of the Rights Issue. Hence, underwriting commitments of 4 999 713 units, corresponding to 5.2 percent of the Rights Issue, will be exercised. In total, 48 610 406 units were subscribed, corresponding to 50.1 percent of the Rights Issue. Through the Rights Issue, the Company will receive approximately SEK 24.3 million before issue costs.

On May 7, 2024, Realheart announced that the board of directors of the Company had resolved on a rights issue of approximately SEK 48.5 million. The subscription price in the Rights Issue was SEK 0.5 per unit, consisting of two (2) newly issued shares and one (1) warrant of series TO3. The total number of units offered in the Rights Issue amounted to 96,994,446.

Outcome in the Rights Issue

The subscription period in the Rights Issue ended on July 7, 2023. The final outcome shows that 38 083 456 units has been subscribed for with support of unit rights, corresponding to approximately 39.3 percent of the Rights Issue. Additionally, the Company has received applications for subscription of 5 527 237 units without support of unit rights, corresponding to approximately 5.7 percent of the Rights Issue. Consequently, 43 610 693 units were subscribed with and without unit rights, corresponding to approximately 45.0 percent of the Rights Issue. Underwriting commitments of 4 999 713 units will be exercised by the Company, corresponding to 5.2 percent of the Rights Issue. In total, 48 610 406 units were subscribed, corresponding to 97 220 812 newly issued shares and 48 610 406 warrants of series TO3.

Through the Rights Issue, the Company will initially receive approximately SEK 24.3 million before deduction of issue costs.

Comment from Ina Laura Perkins, CEO

""We are pleased that so many shareholders have subscribed to units in Realheart and we welcome all new shareholders. We will continue the Realheart ® TAH development, which is at a very exciting stage.", commented Ina Laura Perkins, CEO at Realheart.

Allocation of units subscribed for without the support of unit rights

Allocation of units subscribed for without the support of unit rights has taken place in accordance with the principles set out in the prospectus that the Company published on June 11, 2024, due to the Rights Issue (the “Prospectus”). Notification of such allocation is announced separately through settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.

Shares, share capital, and dilution

Through the Rights Issue, the total number of shares in the Company increase by 97 220 812 shares, from 96 994 446 shares to 194 215 258 shares, and the share capital increase by SEK 3 888 832.48, from SEK 3 879 777,84 to SEK 7 768 610.32, corresponding to a dilution effect of 50.1 percent of the total number of shares and votes in the Company. If all warrants of series TO3 are fully exercised for subscription of new shares in the Company, the total number of shares in the Company will increase with an additional 24 305 203 shares, from 194 215 258 shares to 218 520 461 shares, and the share capital will increase with an additional SEK 972 208.12, from SEK 7 768 610.32 to SEK 8 740 818.44, corresponding to a dilution effect of 11.1 percent of the total number of shares and votes in the Company.

Trading in paid subscribed units ("BTU”)

Trading in BTU takes place until the conversion of BTU into shares and warrants of series TO3 after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 30, 2023.

Warrants of series TO3

Two (2) warrants of series TO3 entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price (VWAP) paid for the Company’s shares ten (10) days prior to the subscription period. Subscription of new shares through warrants of series TO3 shall be carried out in accordance with the terms and conditions of the warrants during the period from and including March 3, 2025, up to and including March 31, 2025. Trading in warrants of series TO3 shall take place from and in conjunction with the conversion of BTU into shares and warrants of series TO3, which is expected to take place during week 30, 2023.

Compensation to underwriters

In connection with the Rights Issue, a number of investors have entered underwriting commitments. For underwriting commitments made, an underwriting compensation of 15 percent of the underwritten amount is paid if the underwriters choose compensation in the form of cash or alternatively 20 percent of the underwritten amount if the underwriters choose compensation in the form of newly issued units. Underwriters who wish to receive underwriting compensation in the form of units must notify Skills no later than two days after having been notified.

Advisers

Skills Corporate Finance Nordic AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to Realheart in connection with the Rights Issue.

Important information

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Realheart. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Realheart. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2 (k) of the Prospectus Regulation.

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Realheart have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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” 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”); or (ii) high net worth entities falling within Article 49 (2)(a) to (d) of 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.

Scandinavian Real Heart AB develops a total artificial heart (TAH) for implantation in patients with life-threatening heart failure. Realheart® TAH has a patented design that resembles that of the natural human heart. The artificial heart consists of a four-chamber system (two atria and two ventricles) designed to generate a physiological blood flow pattern that mimics the body's natural circulation. A unique concept in the medical technology world.

Last day for subscription in Realheart’s rights issue is Friday, July 5, 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE FURTHER REGISTRATION OR ANY OTHER MEASURES.

Friday, July 5, 2024, is the last day for subscription in Scandinavian Real Heart AB's ("Realheart" or the "Company") rights issue (the "Rights Issue"). Please note that some banks and nominees may have an earlier response date for subscription than July 5, 2024. Shareholders should check this with their bank or nominee.

Subscription can be made directly through the website of the issuing agent Nordic Issuing until June 5, 2024 at 23:59, with or without unit rights. Instructions for the Rights Issue and other information are available on the Company's website.

Advisers

Skills Corporate Finance Nordic AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to Realheart in connection with the Rights Issue.

Important information

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Realheart. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Realheart. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.

 

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Realheart have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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” 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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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.

Realheart publishes prospectus in connection with rights issue of units of approximately SEK 48,5 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE FURTHER REGISTRATION OR ANY OTHER MEASURES.

Scandinavian Real Heart AB (publ) (“Realheart” or the “Company”) has prepared an EU growth prospectus (the “Prospectus”) for the forthcoming issue of units consisting of shares and warrants with preferential rights for existing shareholders (the “Rights Issue”), which the board of directors decided on and announced on May 15, 2023. The Prospectus was approved and registered by the Swedish Financial Supervisory Authority on June 11, 2023 and has been made available on the Company’s website, www.realheart.se, together with all other information related to the Rights Issue. The Prospectus will also be made available on the Swedish Financial Supervisory Authority’s website, www.fi.se, and on Nordic Issuing’s website, www.nordic-issuing.se.

The record date for obtaining unit rights in the Rights Issue was June 10, 2023. The subscription period in the Rights Issue will run from June 12, 2024, to July 5, 2024.

Advisers

Skills Corporate Finance Nordic AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to Realheart in connection with the Rights Issue.

Important information

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.

The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Realheart. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. The Swedish Financial Supervisory Authority's approval of the Prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Realheart. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.

 

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Realheart have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

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” 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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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.

Bulletin from the Annual General Meeting in Scandinavian Real Heart AB on 7 June 2024

The Annual General Meeting in Scandinavian Real Heart AB (the “Company”) has been held on 7 June 2024 and in particular the following resolutions were made.

Adoption of the profit and loss statement and the balance sheet, appropriation of the results and discharge of liability

The Annual General Meeting resolved to adopt the presented profit and loss statements and balance sheet for the financial year 2023. Furthermore, the Annual General Meeting resolved that no dividend will be paid for the financial year 2023 and that the results shall be carried forward into new account. The Annual General Meeting resolved to discharge the Board members and the CEO, active during the financial year 2023, from liability towards the Company.

Determination of fees for Board members and auditor

The Annual General Meeting resolved that a fee of SEK 160,000 shall be paid to the Chairman of the Board of Directors and SEK 77,500 to each of the other Board members who are not employed by the Company. It was resolved that fees to the auditor shall be paid according to approved invoices.

Election of Board of Directors and auditor

For the time until the end of the next Annual General Meeting, Magnus Öhman, Azad Najar, Oliver Voigt, Solveig Bergström, Giovanni Lauricella and Stuart McConchie were re-elected as Board members. Magnus Öhman was re-elected as Chairman of the Board. Ulf Grape and Christer Norström had chosen not to stand for re-election.

The auditing company Grant Thornton Sweden AB was re-elected as auditor for the period until the Annual General Meeting 2025. The Company has been informed that Joakim Söderin will be appointed as auditor-in-charge.

Nomination Committee

The Annual General Meeting resolved that the Nomination Committee for the Annual General Meeting 2025 shall consist of Christer Norström and Azad Najar.

Amendment of the Articles of Association

The Annual General Meeting resolved on an amendment of the Articles of Association whereby the share capital in the Company shall amount to not less than SEK 3,840,000 and not more than SEK 15,360,000 and the number of shares shall amount to not less than 96,000,000 shares and not more than of 384,000,000 shares.

Reduction of the share capital without redemption of shares

The Annual General Meeting resolved to reduce the Company’s share capital with SEK 5,819,666.76. The reduction of the share capital will be made without redemption of shares by changing the share quota value from SEK 0.10 to SEK 0.04 per share. The reduction amount shall be allocated to the unrestricted premium reserve.

The reduction of share capital by changing the quota value is made in order to adjust the share capital in relation to the rights issue suggested for approval in items 14 below. After the reduction, the share capital will amount to SEK 3,879,777.84 divided into 96,994,446 shares (prior to the rights issue), each share with a quota value of SEK 0.04.

Approval of the resolution by the Board of Directors to issue new units consisting of shares and warrants with preferential rights for the shareholders

The Annual General Meeting resolved to approve the Board of Directors’ resolution of 7 May 2024, on issuance of units, in the form of new shares and warrants giving right to subscribe for new shares, with preferential rights for the shareholders.

The issue comprises no more than 193,988,892 new shares and no more than 106 454 446 warrants of series TO3, which may be subscribed for and allotted together in the form of so called units where each unit consists of two (2) shares and one (1) warrant of series TO3. After the issue, the shares and the warrants will be separated. Two (2) warrants entitles to subscription of one (1) new share in the Company.

The shareholders of the Company shall have preferential rights to subscribe for units. For each share held on the record date, the shareholder receives one unit right, whereby one unit right entitles to subscribe for one unit. The record date for determining which shareholders shall be entitled to subscribe for units on a preferential basis shall be 10 June 2024.

In case not all units have been subscribed for, the Board of Directors shall decide that allotment of units subscribed for without unit rights shall take place up to the maximum amount of the issue, whereby the Board of Directors primarily will allot units to those who also subscribed for units based on unit rights, and in the event of over subscription, pro rata to their subscription based on unit rights. Secondly, the Board of Directors will allot units to those who subscribed for units without unit rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the issue.

Warrants may also, with deviation from the shareholders’ preferential rights, be subscribed for by underwriters in the rights issue that have chosen to receive compensation in the form of newly issued units.

The subscription price is SEK 0.50 per unit, corresponding to SEK 0.25 per share. The warrants are issued free of charge. In the case of full subscription, this provides issuing proceeds of approximately MSEK 48.5.

Subscription for units with or without unit rights shall be made during the period from 12 June 2024 until, and including 5 July 2024. The Board of Directors shall be entitled to extend the subscription period. Trading with unit rights is expected to take place during the period from 12 June 2024 until, and including 2 July 2024. Trading in BTU (Paid Subscribed Units) is expected to take place from 12 June 2024 until, around week 30 2024.

Resolution regarding a bonus issue

The Annual General Meeting resolved to carry out a bonus issue thereby increasing the share capital with SEK 5,819,666.76 by making use of the Company’s non-restricted equity. The bonus issue shall be carried out without issuing new shares.

Resolution regarding reduction of the share capital without redemption of shares

The board of directors proposes that the Meeting resolves upon reducing the Company’s share capital by an amount in SEK corresponding to the increase in the share capital pursuant to the resolution on the rights issue above minus the minimum amount required for the share's quotient value after the reduction to correspond to a whole number of öre. The reduction of the share capital will be made without redemption of shares by changing the share quota value. The reduction amount shall be allocated to the unrestricted premium reserve.

Authorisation for the Board of Directors to resolve on a new share issue

The Annual General Meeting resolved on authorisation for the Board of Directors to, within the limits of the applicable Articles of Association, with or without deviating from the shareholders' preferential rights, on one or more occasions during the period until the next Annual General Meeting, resolve on an increase in the Company's share capital through a new issue of shares in the Company.

Complete resolutions as above are available on the Company's website, www.realheart.se.

Realheart Receives Vinnova Grant of SEK 4 Million Together With the Royal Institute of Technology

Västerås, 28 May 2024 – Scandinavian Real Heart AB (publ) announces today that the company has received a grant of SEK 4 million from Vinnova, together with its partner at the Royal Institute of Technology (KTH), to further develop the company’s transplantation system. The project is expected to run over the coming two years.

Realheart has previously been awarded Vinnova’s Smart Electronics grant to design a unique digital model of the human heart, lungs, and blood vessels (hybrid simulator) capable of evaluating the function of Realheart® TAH across various disease states and patient sizes. Based on simulator tests, the company has gathered new important information into how Realheart® TAH operates under different conditions, as well as the technical requirements related to size modifications of the implant. The new grant amounts to SEK 4 million and will be disbursed gradually over the next two years.

With the new grant, Realheart, together with the Department of Biomedical Engineering and Health Systems at KTH, will use the hybrid simulator to generate comparative data between Realheart® TAH and a competing artificial heart product. The new data will play an important role in the company's marketing to clinical researchers and potential investors. Furthermore, the project will enable the company to take the next step in the development of MINIheart, a smaller version of Realheart® TAH tailored for patients with smaller body sizes, including the miniaturization of the device’s electronics.

“We are very pleased to have been awarded Vinnova’s grant for smart electronics a second time. Based on data from the previous project, we have gained valuable insights into the treatment profile of Realheart® TAH under complex disease conditions. The new funding allows us to take the next step and conduct comparative tests with a competing product and develop marketing material directed at clinicians and investors. Furthermore, the grant will enable us to advance the product development of MINIheart, with the aim to offer treatment more broadly to heart failure patients in the global market”, says Ina Laura Perkins, CEO of Realheart.

About Realheart
Scandinavian Real Heart AB (publ) is developing the first artificial heart that mimics the shape, function, and blood flow pattern of the human heart. These unique product features provide completely new opportunities to save lives and give patients a good quality of life while waiting for a heart transplant. Realheart® TAH (Total Artificial Heart) is now being evaluated in extensive preclinical trial models ahead of a first clinical study in patients. In the future, artificial hearts may also become an alternative to transplantation for broader groups of patients with severe heart failure. The company's shares are traded on Nasdaq Stockholm First North Growth Market. For more information, visit www.realheart.se.

The Nomination Committee’s Proposal for the Annual General Meeting on 7 June 2024 in Scandinavian Real Heart AB

Item 1 – Election of Chairman of the Meeting
On the Annual General Meeting 2023 Kim Norström and Azad Najar were elected as Nomination Committee. The Nomination Committee proposes that Magnus Öhman, or whoever the Nomination Committee appoints in his absence, be appointed Chairman at the Annual General Meeting.

Item 8 – Determination of number of Board members and auditors
The Nomination Committee proposes that the Board of Directors should consist of six ordinary Board members without deputies.
Further, the Nomination Committee proposes to appoint a registered auditing company as auditor.

Item 9 – Determination of fees for Board members and auditor
The Nomination Committee proposes that a fee of SEK 160,000 shall be paid to the Chairman of the Board of Directors and SEK 77,500 to each of the other Board members who are not employees within the Company. Fees to the auditor are proposed to be paid according to approved invoices.

Item 10 –Election of Board members, Chairman of the Board and Auditor
The Nomination Committee proposes, for the time until the end of the next Annual General Meeting, re-election of Magnus Öhman, Azad Najar, Oliver Voigt, Solveig Bergström, Giovanni Lauricella and Stuart McConchie as Board members. Furthermore, it is proposed to re-elect Magnus Öhman as Chairman of the Board of Directors. Ulf Grape and Christer Norström have chosen not to stand for re-election.

As auditor, the Nomination Committee proposes that the registered auditing firm Grant Thornton Sweden AB shall be re-elected for the period until the Annual General Meeting 2024. Grant Thornton Sweden AB has informed that, on the condition that the General Meeting decides in accordance with the Nomination Committee's proposal, the authorized public accountant Joakim Söderin will continue as auditor-in-charge.

Item 11 – Election of Nomination Committee
The Nomination Committee proposes that the Annual General Meeting resolves that the Nomination Committee for the 2025 Annual General Meeting shall consist of Christer Norström and Azad Najar.

Realheart Releases Annual Report for 2023

Today Realheart publishes the annual report for 2023.
 The annual report, including the auditor's report can be found at www.realheart.se and as attachment to this press release.
 
An English version/translation of the annual report will be released later.

Realheart Receives Grant From Vinnova for Assembly Processes of Its Artificial Heart

Västerås, 25 April 2024 – Scandinavian Real Heart AB (publ) today announces that the company has received a grant from Vinnova of approximately 100,000 SEK within the framework of a competence strengthening grant. The grant is funded by Medtech4Health, a strategic innovation program aimed at strengthening the medical device industry. The grant will be used to support the development of assembly processes for the company's artificial heart, Realheart® TAH.

As Realheart takes steps forward in the preclinical development of Realheart® TAH, the assembly process. Therefore, a project is now underway to develop a high-quality and scalable manufacturing method that will eventually enable a continuous production flow. The grant from Vinnova will finance a part-time consultancy position for a mechanical engineer with specialist expertise in process and production development of implantable medical devices. The person in this position has previous experience in leading and supporting this type of development project.

The grant is awarded in the framework of the ‘Strengthening Competence in Small Business 2024’ and ‘Collaborative Projects for Better Health’ programs funded by the Medtech4Health public innovation program. The program aims to enable the clinical implementation of medical technology ideas and solutions in consultation with healthcare, academia and industry.

‘As the company's preclinical projects progress, new development needs arise. To be able to meet the clinical demand for our artificial heart, Realheart® TAH, a high-quality, scalable and validated production capacity is required. We are therefore very grateful for the Vinnova grant, which makes it possible to bring in additional external expertise as we now establish assembly processes’, says Ina Laura Perkins, CEO of Realheart.

About Medtech4Health
Medtech4Health strive to increase the number and quality of new innovative products and services within MedTech. In collaboration with patients, healthcare, academia, and business, we contribute to increasing value for people affected by disease in their everyday lives. Medtech4Health is funded by the Swedish government through the Swedish innovation authority Vinnova, Swedish Energy Agency and Swedish Research Council for Sustainable Development Formas, and by the programme’s partners.
www.medtech4health.se

About Realheart
Scandinavian Real Heart AB (publ) is developing the first artificial heart that mimics the shape, function, and blood flow patterns of the human heart. These unique product characteristics provide new opportunities to save lives and provide patients with a good quality of life while waiting for a heart transplant. Realheart® TAH (Total Artificial Heart) is now being evaluated in extensive preclinical trial models for a first clinical study in patients. In the future, artificial hearts may also become an alternative to transplantation for broader groups of patients with severe heart failure. The company's shares are traded on Nasdaq Stockholm First North Growth Market. For more information, please visit www.realheart.se

Correction/Update of Q1 – 2024

Scandinavian Real Heart publishes an updated version of the Q1 report.
The new details in the update are:
Information on change in equity.
Calculated number of shares considering the future dilution from existing warrant programs.
Information on existing warrant program/incentive program for employees.
 
The above is information that has been communicated earlier, but has now been added to the report.

Interim Report Q1 2024

Summary of Interim Report January – March 2024

(SEK)
Group Overview 2024-01-01 2023-01-01 2023-01-01
2024-03-31 2023-03-31 2023-12-31
3 mon 3 mon 12 mon
Operating income 10 058 24 181 902 882
Earnings after financial items -7 784 687 -4 100 639 -67 977 292
Balance Sheet total 93 733 581 119 484 206 102 638 279
Equity / Assets ratio 79% 82% 80%
Earnings per share -0.08 -0.12 -0.70
Number of shares 96 994 446 34 979 248 96 994 446
Parent Company Overview 2024-01-01 2023-01-01 2023-01-01
2024-03-31 2023-03-31 2023-12-31
3 mon 3 mon 12 mon
Operating income 10 058 24 181 902 882
Earnings after financial items -7 763 990 -3 919 738 -67 678 901
Balance Sheet total 93 934 536 113 420 143 103 221 678
Equity / Assets ratio 88% 86% 88%
Earnings per share -0.08 -0.11 -0.70
Number of shares 96 994 446 34 979 248 96 994 446

Revenue and Result
Scandinavian Real Heart is working with research and development and currently has no sales of any products. The income reported for the period consists mainly of received 'de minimis' grants.

Research and development costs of Realheart® TAH were capitalized during Q1 with 4.7 MSEK. 1.7 for purchased services and other external costs and 3.0 for personnel. In line with the valuation model for impairment testing of intangible assets adopted at year and, the company has chosen to write down the asset capitalized in the period with 4.7 MSEK.

Employees
The number of employees in the Group at the end of the quarter was 11 full-time employees and 4 hourly employees.

Related Party Transactions
No significant related party transactions have taken place during the period.

Significant Risks and Uncertainties
Realheart's focus is on getting through the pre-clinical phase (Hemolysis, GLP studies on animals and endurance tests) to be able to start clinical studies.
This means that the company must finalize the version of both the controller and the heart pump that will be included in these tests. Realheart must also conduct parallel discussions with the Notified Body in the EU and with the FDA in the US to ensure the fastest and safest route to market for the product. The company is continuously working on measures to minimize delays. Furthermore, the continued product development requires that the company can solve its financing. The board is continuously working with different scenarios to ensure the company's future operations.

Financial Position
With a cash balance of 34.3 MSEK at the end of the period the company has funding that will last until the first quarter of 2025.

In order to solve the Company's longer-term financing needs, Realheart works continuously to evaluate alternatives for further capitalization of the Company.

CEO Comment
The preclinical development of our artificial heart is progressing and we recently announced successful results from another implantation. Realheart® TAH produced good cardiac function and was gentle on the blood, while the survival time of the implanted animal exceeded previous trials. In March, Magnus Öhman took over as the new Chairman of the Board of Realheart. Magnus has extensive experience from leading positions in the medical device industry and will have an operational role in the development of Realheart® TAH. Earlier in the quarter, we were named Innovator of the Year in the Almi Guldstänk entrepreneurship competition – a definite confirmation of the increasing external interest in our unique concept.

Significant Events During the First Quarter of the Year
In the beginning of March, the Company announces that Magnus Öhman will take over as Executive Chairman of Realheart's Board of Directors. Magnus will thus take an active role in the company's operational work to develop and commercialise Realheart® TAH. Christer Norström, outgoing chairman, will remain on the board as a member.

In the middle of March, Realheart is awarded Almi Guldstänk as the innovator of the year 2023. Realheart was nominated based on the jury's motivation that highlights the company's development of the groundbreaking artificial heart Realheart® TAH.

During the first quarter, the Company announces the appointment of Andreas Hultdin as successor to Jonas Caspari Bark as Interim CFO. Andreas will act as interim CFO until a permanent successor has been appointed. Between 2019 and 2022, Andreas was CFO at Realheart where he among other things helped secure funding from the European Investment Council (EIC).

Significant Events After the End of the Period
In early April, the Company announces that positive haematological data will be presented at the American Society for Artificial Internal Organs 70th Annual Conference in Baltimore. During the conference, new study data will be presented that strengthens the company's previous results, which show that the company's artificial heart, Realheart® TAH, has a low damaging effect on red blood cells (hemolysis) compared to today's market-dominant heart pump system. The new results are based on in-depth analyses that include several blood components and further confirm that Realheart® TAH causes a significantly lower degree of blood damage.

In mid-April, more positive results from another successful preclinical trial with the Realheart® TAH artificial heart will be communicated. The implantation has been done within the framework of the preclinical programme that will form the basis for the first clinical study in humans. The results show that Realheart® TAH gives rise to good cardiac function and low levels of adverse blood effects, while the survival time of the implanted animal exceeded previous attempts. Overall, the results support that the Realheart® TAH has the potential to replace the human heart in the future.

On May 7, the board decided to propose a rights issue. The details and conditions are communicated on the company's website.

NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN SCANDINAVIAN REAL HEART AB

The shareholders in Scandinavian Real Heart AB, reg. no. 556729–5588 (the "Company"), are hereby invited to the Annual General Meeting on Friday, 7 June 2024 at 15.00 at Best Western Plus Hotel Plaza, Kopparbergsvägen 10, 722 13 Västerås. Registration for the Meeting begins at 14:30.

Right to participate in the Meeting, etc.

Shareholders who wish to participate in the Meeting shall

• be recorded in the share register kept by Euroclear Sweden AB no later than Wednesday 29 May 2024, and

• notify the Company their intention to participate no later than Friday, 31 May 2024 by post to Scandinavian Real Heart AB, Kopparbergsvägen 10, 722 13 Västerås, by phone +46 (0) 70 219 45 99 or by e-mail andreas.hultdin@realheart.se. The notification shall state full name, personal identification number/company registration number, shareholding, address, daytime telephone number and, if applicable, information about proxies or assistants (maximum two).

To be entitled to participate in the Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on Wednesday, 29 May 2024. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than Friday, 31 May 2024, are considered when preparing the share register.

Proxies etc.

If a Shareholders shall be represented by proxy, the proxy shall bring a written, dated and by the shareholder signed, power of attorney to the Meeting. The power of attorney may not be older than one year unless indicated that it is valid for a longer period, not exceeding five years. If the proxy is issued by a legal person, the proxy shall bring a current copy of the registration certificate and similar papers of authorisation. In order to facilitate entry to the Meeting, a copy of the power of attorney and other authorisation documents should be attached to the notification to the Meeting. Proxy forms will be available on the Company's website www.realheart.se and will be sent by post to shareholders who contact the Company and state their address.

Processing of personal data

For information on how personal data is processed in connection with the Meeting, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Integritypolicy-bolagsstammor-svenska.pdf.

Proposal for agenda

1. Election of Chairman of the Meeting

2. Election of one or two persons to verify the minutes

3. Preparation and approval of the voting list

4. Approval of the agenda

5. Determination as to whether the meeting has been duly convened

6. Presentation of the annual report and the auditor’s report

7. Resolution on

a) adoption of the profit and loss statement and the balance sheet;

b) appropriation of the Company’s profit or loss as set forth in the adopted balance sheet;

c) discharge of the Board members and the CEO from liability

8. Determination of number of Board members and auditors

9. Determination of fees for Board members and auditor

10. Election of Board members, Chairman of the Board and auditor

11. Election of Nomination Committee

12. Resolution on amendment of the Articles of Association

13. Resolution regarding reduction of the share capital without redemption of shares

14. Approval of the resolution by the Board of Directors to issue new units consisting of shares and warrants with preferential rights for the shareholders

15. Resolution regarding bonus issue

16. Resolution regarding reduction of the share capital without redemption of shares

17. Resolution on authorisation for the Board of Directors to resolve on a new share issue

18. Closing of meeting

The Nomination Committee’s proposals

The Nomination Committee's proposals regarding the election of Chairman of the Meeting (item 1), determination of number of Board members and auditors (item 8), determination of fees for Board members and auditor (item 9), election of Board members, Chairman of the Board and auditor (item 10) as well as the election of the Nomination Committee (item 11) will be presented on the Company's website www.realheart.se well in advance of the Meeting.

The Board of Directors’ proposals

Item 7 b – Resolution on appropriation of the Company’s profit or loss as set forth in the adopted balance sheet (item 8 b)

The Board of Directors proposes that the Annual General Meeting shall resolve that distributable profits are carried forward and not to distribute any dividends for the financial year 2023.

Item 12 – Resolution on amendment of the Articles of Association

The Board of Directors proposes that the Meeting resolves to amend the Articles of Association in accordance with the following:

Current wording: Proposed wording:
§ 4 Share Capital
The share capital of the company shall amount to not less than SEK 7,000,000 and not more than SEK 28,000,000.
§ 4 Share Capital
The share capital of the company shall amount to not less than SEK 3,840,000 and not more than SEK 15,360,000.
§ 5 Number of shares
The number of shares in the company shall be not less than 70,000,000 and not more than 280,000,000 shares.
§ 5 Number of shares
The number of shares in the company shall be not less than 96,000,000 and not more than 384,000,000 shares.

The resolution to amend the Articles of Association shall be conditional upon the Meeting approving item 13, 14 and 15 below.

The Board of Directors or a person appointed by the Board of Directors shall be authorised to make such minor adjustments to the resolution that may prove necessary for registration of the decision with the Swedish Companies Registration Office. For a valid resolution in accordance with the Board’s proposal, it is required that the resolution is supported by shareholders who represent at least two-thirds of both the votes cast and the shares represented at the Meeting.

Item 13 – Resolution regarding reduction of the share capital without redemption of shares

The Board of Directors proposes that the Meeting resolves upon reducing the Company’s share capital with SEK 5,819,666.76. The reduction of the share capital will be made without redemption of shares by changing the share quota value from SEK 0.10 to SEK 0.04 per share. The reduction amount shall be allocated to the unrestricted premium reserve.

The reduction of share capital by changing the quota value is made in order to adjust the share capital in relation to the rights issue suggested for approval in items 14 below. After the reduction, the share capital will amount to SEK 3,879,777.84 divided into 96,994,446 shares (prior to the rights issue), each share with a quota value of SEK 0.04. The resolution to reduce the share capital is conditioned on that the rights issue under item 14 and that the bonus issue under item 15, entailing an increase of the share capital with at least as much as the reduction amount, are registered at the Swedish Companies Registration Office and that the reduction of the share capital, the rights issue and the bonus issue together do not result in a decrease in the Company’s share capital. The resolution to reduce the share capital is conditioned by a change of the Articles of Association as set out in item 12 above.

Item 14 – Approval of the resolution by the Board of Directors to issue new units consisting of shares and warrants with preferential rights for the shareholders

The Board of Directors proposes that the Meeting resolves to approve the Board of Directors’ resolution of 7 May 2024, on issuance of so called units, in the form of new shares and warrants giving right to subscribe for new shares, with preferential rights for the shareholders in accordance with below.

Number of units and share capital increase

The issue comprises no more than 193,988,892 new shares and no more than 106 454 446 warrants of series TO3, which may be subscribed for and allotted together in the form of so called units where each unit consists of two (2) shares and one (1) warrant of series TO3. After the issue, the shares and the warrants will be separated. Two (2) warrants entitles to subscription of one (1) new share in the Company.

The Company’s share capital may be increased through subscription of the new shares and through exercise of the warrants for subscription of new shares. The Company’s share capital may be increased by no more than SEK 9 888 644,60, out of which no more than SEK 7,759,555.68 is from the new shares and no more than SEK 2 129 088,92 is from the new shares that may be subscribed for through exercise of the warrants. The share capital increases have been calculated based on a quotient value of SEK 0.04 per share.

Right to subscribe for units

The shareholders of the Company shall have preferential rights to subscribe for units. For each share held on the record date, the shareholder receives one unit right, whereby one unit right entitles to subscribe for one unit. The record date for determining which shareholders shall be entitled to subscribe for units on a preferential basis shall be 10 June 2024.

In case not all units have been subscribed for, the Board of Directors shall decide that allotment of units subscribed for without unit rights shall take place up to the maximum amount of the issue, whereby the Board of Directors primarily will allot units to those who also subscribed for units based on unit rights, and in the event of over subscription, pro rata to their subscription based on unit rights. Secondly, the Board of Directors will allot units to those who subscribed for units without unit rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the issue.

Warrants may also, with deviation from the shareholders’ preferential rights, be subscribed for by underwriters in the rights issue that have chosen to receive compensation in the form of newly issued units.

Subscription price of units

The subscription price is SEK 0.50 per unit, corresponding to SEK 0.25 per share. The warrants are issued free of charge. In the case of full subscription, this provides issuing proceeds of approximately MSEK 48.5.

The share premium shall be transferred to the unrestricted premium reserve.

Subscription and payments of units

Subscription for units based on unit rights shall be made through payment in cash during the period from 12 June 2024 until, and including 5 July 2024. The Board of Directors shall be entitled to extend the subscription period.

Subscription without unit rights shall be made through notice on special application form during the period from 12 June 2024 until, and including 5 July 2024. The Board of Directors shall be entitled to extend the subscription period. Payment for units shall be made at the latest three business days following the date of the dispatch of a contract note to the subscriber, specifying allocation of units, or such later date as the Board of Directors may decide.

Trading with unit rights is expected to take place during the period from 12 June 2024 until, and including 2 July 2024. Trading in BTU (Paid Subscribed Units) is expected to take place from 12 June 2024 until, around week 30 2024.

Subscription and subscription price of new shares subscribed for through exercise of warrants

Subscription of new shares through exercise of warrants may be made during the period from and including 3 March 2025 up to and including 31 March 2025.

Two (2) warrants entitle the holder to subscribe for one (1) new share in the Company at a subscription price per share (the “Exercise Price”) corresponding to the higher of (i) 70 percent of the volume weighted average trading price of the Company’s share on Nasdaq First North Growth Market during a period of 10 trading days immediately preceding the subscription period, however no more than SEK 2 per share, and (ii) the quotient value of the share at the time of exercise of warrants. The part of the Exercise Price exceeding the quota value of the Company’s shares shall be allocated to the unrestricted share premium fund. If no trading price is recorded for a particular trading day within the specified period, such day shall not be taken into account, but the period shall instead be extended backwards in time with the number of previous trading days required for the period to comprise a total of 10 trading days with a recorded trading price. The Exercise Price calculated in accordance with above shall be rounded off to two decimals, where SEK 0.005 shall be rounded upwards.

The terms and conditions set out in Appendix 1 shall otherwise apply to the warrants.

Right to dividends of new shares

The new shares shall entitle to dividends as from the first record date for dividends following registration of the new shares with the Swedish Companies Registration Office.

Miscellaneous

It was noted that the documents in accordance with Chapter 13, sections 6 of the Swedish Companies Act were duly presented.

The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

The resolution is conditioned by the Meeting resolving on the proposals set out in items 12, 13, 15 and 16.

Item 15 – Resolution regarding bonus issue

The board of directors proposes that the shareholders decide to carry out a bonus issue thereby increasing the share capital with SEK 5,819,666.76 by making use of the Company’s non-restricted equity. The bonus issue is carried out without issuing new shares.

The resolution is conditioned by the Meeting resolving on the proposals set out in items 12 – 14 above.

Item 16 – Resolution regarding reduction of the share capital without redemption of shares

The board of directors proposes that the Meeting resolves upon reducing the Company’s share capital by an amount in SEK corresponding to the increase in the share capital pursuant to the resolution on the rights issue under item 14 above minus the minimum amount required for the share's quotient value after the reduction to correspond to a whole number of öre. The reduction of the share capital will be made without redemption of shares by changing the share quota value. The reduction amount shall be allocated to the unrestricted premium reserve.

The reduction of share capital by changing the quota value is made in order to ensure that the resolution to reduce the share capital in item 13, the resolution on the rights issue in item 14, and the resolution on a bonus issue in item 15 together do not result in a decrease in the Company’s share capital.

The resolution to reduce the share capital is conditioned by the Meeting resolving on the proposals set out in items 12 – 15 above.

Item 17 – Resolution on authorisation for the Board of Directors to resolve on a new share issue

The Board of Directors proposes that the Annual General Meeting resolve on authorisation for the Board of Directors to, within the limits of the applicable Articles of Association, with or without deviating from the shareholders' preferential rights, on one or more occasions during the period until the next Annual General Meeting, resolve on an increase in the Company's share capital through a new issue of shares in the Company. The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is that new issues should be able to take place in order to increase the Company's financial flexibility and the Board's capacity for action, to be able to broaden the shareholder base in the Company and to be able to finance any business mergers and acquisitions of operations or businesses that the Company may carry out.

The total number of shares to be issued by in accordance with the authorisation shall not be limited in any other way than by the limits of the share capital and the number of shares included in the Company's Articles of Association registered at any time. The issues shall be carried out at a market-based subscription price, subject to a market-based issue discount where applicable, and payment shall be made through cash payment, with property in kind or by set-off, or with other conditions.

The Board of Directors or a person appointed by the Board of Directors shall authorised to make the minor adjustments required for the registration of the resolution at the Swedish Companies Registration Office. For a valid resolution in accordance with the Board's proposal, the resolution must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the Meeting.

Information on the number of shares and votes

At the time of issue of this notice, the total number of shares and votes in the Company amounts to 96,994,446.

Shareholders’ right to request information

The shareholders are reminded of their right, in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551), to request information from the Board Directors and the CEO at the Meeting.

Provision of documents

The Company's annual report and audit report for the financial year 2022, the Board of Directors' complete proposals for resolutions as set out above as well as other documents according to the Swedish Companies Act will be kept available to the shareholders at the Company's head office; Kopparbergsvägen 10, 722 13 Västerås and on the Company's website www.realheart.se no later than Friday 24 May 2024. Copies of the documents will also be sent to shareholders who so request and who provide their postal address.

Västerås in May 2024

Scandinavian Real Heart AB

THE BOARD OF DIRECTORS

Realheart Decides on a Rights Issue of SEK 48.5 Million

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The board of directors of Scandinavian Real Heart AB (publ) (“Realheart” or the “Company”) has, subject to the approval of the annual general meeting, resolved to carry out a rights issue of a maximum of 193,988,892 shares with preferential rights for existing shareholders (the “Rights Issue”). The date of the Annual General Meeting has been moved to June 7, 2024. The subscription period will take place from June 12 until and including July 5, 2024. In the event the Rights Issue is fully subscribed, the Company will receive approximately SEK 48.5 million before transaction costs. The Rights Issue is covered to approximately 50 percent through underwriting commitments and subscription commitments from current shareholders and external investors.

Summary of the Rights Issue

  • In the event the Rights Issue is fully subscribed, Realheart will receive approximately SEK 48.5 million before issue costs.
  • Approximately 50 percent of the Rights Issue is covered by underwriting commitments.
  • The subscription period for the Rights Issue is planned to run from June 12, 2024 to July 5, 2024.
  • Shareholders on the record date of June 10, 2024 will receive one (1) unit right for each share in the Company. One (1) unit right entitles the holder to subscribe for one (1) unit in the Rights Issue. One (1) unit consists of two (2) newly issued shares and one (1) free warrant of series TO3. The subscription price is SEK 0.5 per unit, corresponding to SEK 0.25 per share. The warrants are issued free of charge.

Background and reasons for the Rights Issue

Realheart is developing a Total Artificial Heart (TAH) for implantation in patients with life-threatening heart failure. The company's TAH has a patented design that incorporates a four-chamber system (two atria, two chambers) to generate a physiologically adapted blood flow that mimics the body's natural circulation.

Realheart has conducted several animal studies as part of the preclinical program that will form the basis of the first human clinical trial, the last animal trial was in April 2024. The results show that Realheart TAH gives rise to good heart function and low levels of harmful blood effects, while the survival time of the implanted animal exceeded previous trials. Overall, the results support that Realheart TAH has good potential to replace the human heart in the future. In addition, parallel blood studies show that Realheart TAH induces 80 percent less blood damage (hemolysis) compared to the market leader's artificial heart.

In 2024, Realheart will continue to optimize the surgical methodology to further improve survival times. In parallel, durability tests and blood analyses are being conducted as part of the preclinical studies. The goal is to initiate human clinical trials in 2025/2026. Realheart has an ongoing dialog with both the FDA in the US and the Notified Body in the EU to ensure regulatory compliance and approval for clinical studies.

Realheart is also focusing on strengthening the collaboration with strategic national and international suppliers and partners to ensure the development and production of TAH. To finance the preclinical studies and ensure successful results for clinical trials in 2025/2026, the company is now conducting a rights issue.

The proceeds from the Rights Issue of a maximum of approximately SEK 48.5 million are planned to be distributed according to the following order of priority and scope:

1. preclinical studies: approximately 78 percent
a. Blood tests and durability tests: 8 percent
b. Animal studies: 70 percent

2. regulatory work: approximately 4%

3. corporate costs: around 18%

Terms and conditions for the Rights Issue

  • In the event of full subscription in the Rights Issue, the Company will receive proceeds of approximately SEK 48.5 million before transaction costs.
  • Shareholders on the record date June 10, 2024 will receive one (1) unit right for each share in the Company. One (1) unit right entitles to subscribe for one (1) unit. One (1) unit consists of two (2) newly issued shares and one (1) warrant of series TO3.
  • The subscription price is SEK 0.5 per unit, corresponding to SEK 0.25 per share. The warrants are issued free of charge.
  • The rights issue entails an issue of a maximum of 96,994,446 units, corresponding to 193,988,892 shares and 96,994,446 warrants of series TO3.
  • The rights issue is conditional upon the Annual General Meeting on June 7, 2024 resolving on the necessary amendments to the Articles of Association. For more information, please refer to the notice to the Annual General Meeting, which will be published in a separate press release.

Terms for the warrants of series TO3

  • Two (2) warrants of series TO3 entitle the holder to subscribe for one (1) new share in the Company. The subscription price when subscribing for shares with the support of the warrants amounts to seventy (70) percent of the volume-weighted average price of the Company's share ten (10) days before the subscription period.
  • The warrants may be exercised for subscription of new shares during the period from March 3, 2025 up to and including March 31, 2025.
  • Subscription of shares through warrants of series TO3 entails an increase at full subscription of a maximum of 48,497,223 shares.
  • The warrants of series TO3 are expected to be admitted to trading on Nasdaq First North Growth Market in close connection with the registration with the Swedish Companies Registration Office and Euroclear and the conversion of BTUs into shares and warrants.

Change in number of shares and share capital and dilution

  • In the event of full subscription in the Rights Issue, the number of shares in the Company will increase by a maximum of 193,988,892 shares, from 96,994,446 shares to a maximum of 290,983,338 shares.
  • The share capital will increase by a maximum of SEK 7,759,555.68, from SEK 3,879,777.84 to a maximum of SEK 11,639,333.52, calculated based on the proposed new quota value of SEK 0.04 per share after the reduction of the share capital, for more information please refer to the notice to the Annual General Meeting, which will be published in a separate press release.
  • The dilution effect amounts to a maximum of 66.7 percent of the total number of shares and votes in the Company.
  • In the event of full exercise of warrants of series TO3, the number of shares in the Company will increase by a maximum of 48,497,223 shares, which means that the share capital can increase by an additional SEK 1,939,888.92. The share capital is calculated based on the proposed new quota value of SEK 0.04 per share after reduction of share capital, for more information please refer to the notice to the Annual General Meeting, which will be published in a separate press release.
  • The dilution effect amounts to a maximum of 14.3 percent.

EU Growth Prospectus

Full terms and conditions of the Rights Issue and other information about the Company will be set out in the EU Growth Prospectus expected to be published by the Company on or about June 11, 2024 (the “Prospectus”).

Subscription commitments and underwriting commitments

The Company has received subscription commitments of approximately SEK 602,905, corresponding to approximately 1.2 percent of the Rights Issue, and underwriting commitments of approximately SEK 23.7 million, corresponding to approximately 48.8 percent of the Rights Issue. The Rights Issue is thus covered to approximately 50 percent by subscription commitments and underwriting commitments. EIC (European Innovation Council) is positive towards participating in the transaction. However, under its regulations, the EIC is not able to enter into underwring or subscription commitments. They must also take into account that their final shareholding in the Company may not exceed 20 percent. Underwriting compensation is paid at fifteen (15) percent of the underwritten amount if the underwriters choose cash compensation or at twenty (20) percent of the underwritten amount if the underwriters choose compensation in the form of newly issued units. If the underwriters choose to receive compensation in newly issued units, the Board of Directors will decide on a directed issue of such units based on the authorization from the Annual General Meeting on 7 June 2024. In the event of compensation in the form of units, the subscription price is SEK 0.50 per unit, corresponding to SEK 0.25 per share, as per the terms of the Rights Issue. The warrants are issued free of charge.

No compensation is paid for the subscription commitments. Neither the subscription nor the underwriting commitments are secured by bank guarantee, blocked funds, pledge or similar arrangements.

Preliminary timetable for the Rights Issue

Annual General Meeting June 7, 2024
Last day of trading in the Company's shares including the right to receive unit rights June 5, 2024
First day of trading in the Company's shares excluding the right to receive unit rights June 7, 2024
Record date for participation in the Rights Issue June 10, 2024
Estimated date for publication of EU Growth Prospectus June 11, 2024
Subscription period in the Rights Issue June 12 – July 5, 2024
Trading in unit rights (UR) June 12 – July 2, 2024
Preliminary date for publication of outcome in the Rights Issue July 9, 2024
Trading in paid subscribed units (BTU) From 12 June until around week 30, 2024

Advisors
Skills Corporate Finance Nordic AB is acting as financial advisor and Setterwalls Advokatbyrå AB is acting as legal advisor to Realheart in connection with the Rights Issue.

For further information please contact:
Ina Laura Perkins, CEO
Tel: +46 (0) 70 406 49 21
E-mail: inalaura.perkins@realheart.se

About Scandinavian Real Heart AB

Scandinavian Real Heart AB is developing a Total Artificial Heart (TAH) for implantation in patients with life-threatening heart failure. The company's TAH has a patented design that includes a copy of the natural human heart. The Realheart® TAH incorporates a four-chamber system (two atria, two chambers) which provides the ability to generate a physiologically adapted blood flow that mimics the body's natural circulation. A concept that is unique in the medical device world.

Important information

The publication, release or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful. In any Member State of the European Economic Area (“EEA”), securities referred to in this announcement may only be offered pursuant to applicable exemptions in the Prospectus Regulation.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, South Africa or Australia or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

In the United Kingdom, this document and any other materials in relation to the securities referred to 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” (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) persons who have professional experience in matters relating to investments and 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”) or (ii) high net worth entities referred to in Article 49(2)(a) to (d) of the Regulations (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this document or act or rely on it.

A prospectus relating to the Rights Issue described in this press release will be published by the Company on or around June 11, 2024. However, this press release is not a prospectus within the meaning of the Prospectus Regulation. This press release constitutes advertising within the meaning of Article 2(k) of the Prospectus Regulation. Full information regarding the Rights Issue can only be obtained through the Prospectus. Realheart has not authorized any offer to the public of shares or rights in any other member state of the EEA other than Sweden. This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. An investment decision to acquire or subscribe for new shares in the Rights Issue may only be made on the basis of publicly available information, which has not been verified by the Company's financial advisor. The financial advisor is acting on behalf of the Company in connection with the transaction and not on behalf of anyone else. The Financial Adviser is not responsible to anyone else for providing the protection afforded to their clients or for providing advice in connection with the transaction or in respect of anything else referred to herein.

Information for distributors

For the purpose of complying with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which complements MiFID II; and (c) national implementing measures (together, the “MiFID II Product Governance Requirements”) and in order to discharge itself from any non-contractual, regulatory or other liability to which any “manufacturer” (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, Realheart's shares have been subject to a product approval process, which has determined that such shares are: (i) suitable for a target market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of Realheart's shares may decline and investors may lose all or part of their investment; Realheart's shares do not carry any guarantee of return or capital protection; and an investment in Realheart's shares is suitable only for investors who do not need a guaranteed return or capital protection and who (alone or with the assistance of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such investment and who have sufficient resources to bear the losses that such investment may result in. The Target Market Assessment is without prejudice to any other requirements relating to contractual, legal or regulatory selling restrictions in connection with the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares of Realheart.

Each distributor is responsible for conducting its own target market assessment in respect of Realheart's shares and for determining appropriate distribution channels.

Realheart Reports Results From Another Successful Preclinical Trial With the Artificial Heart Realheart® TAH

Västerås, 15 April 2024 – Scandinavian Real Heart AB (publ) today announces that the company has successfully completed another implantation of the Realheart® TAH artificial heart within the framework of the preclinical programme that will form the basis for the first clinical study in humans. The results show that Realheart® TAH gives rise to good cardiac function and low levels of adverse blood effects, while the survival time of the implanted animal exceeded previous attempts. Overall, the results support that the Realheart® TAH has the potential to replace the human heart in the future.

Realheart is developing the world's first artificial heart that, like the human heart, consists of two atria and two ventricles and can thus imitate the function and blood flow pattern of the human heart. Before the first clinical study of Realheart® TAH, the authorities require a comprehensive preclinical data package based on safety studies, blood tests and reliability studies.

An important part of the preclinical programme is the trials where the artificial heart is implanted and evaluated in animals. Realheart has conducted a series of such trials since 2022 and can now report the results from the latest trial.

After the implantation, several positive results regarding the performance of the artificial heart were measured, including good cardiac output, proper blood pressure control and balance between the oxygen-rich and oxygen-poor side of the circulatory system. In accordance with the previously presented data, the hemolysis level was below the reference value, i.e. little harmful effect on red blood cells. Being able to document hemolysis below the reference value is an important regulatory requirement for conducting clinical studies in patients. Survival time was improved compared to previous trials and now exceeds well over four days. The surgical team included Realheart's medical partner, cardiac surgeon Dr Göran Dellgren, senior physician and professor at the Thorax Clinic and Transplantation Centre at Sahlgrenska University Hospital in Gothenburg.

Based on the results, Realheart continues to further optimise the surgical protocol for future trials. The latest trial used an updated version of Realheart® TAH with an improved anatomical design. This version follows an evaluation of in-depth anatomy studies by Dr Göran Dellgren and Dr Jan Schmitto, Professor of Cardiac Surgery at the Department of Cardiac, Thoracic, Transplantation and Vascular Surgery at Hannover Medical School in Germany. The updated design proved favorable and will be included in further implantation trials.

"We are very pleased with the results showing that Realheart® TAH has the ability to restore good systemic circulation without serious side effects. These types of complex trials are conducted under the strict ethical guidelines that surround animal experimentation, and each successful surgery provides invaluable new insights that will help us move forward. The surgeons in charge describe Realheart® TAH as very easy and efficient to work with and the results meet their and our high expectations. We are now working to further improve the surgical protocol and look forward to presenting new results as soon as possible", says cardiac surgeon Ulf Kjellman, Chief Medical Officer of Realheart.

About Realheart
Scandinavian Real Heart AB (publ) is developing the first artificial heart that mimics the shape, function, and blood flow pattern of the human heart. These unique product features provide completely new opportunities to save lives and give patients a good quality of life while waiting for a heart transplant. Realheart® TAH (Total Artificial Heart) is now being evaluated in extensive preclinical trial models ahead of a first clinical study in patients expected to start in 2025. Realheart® TAH addresses a significant and urgent medical need – today 8,300 people around the world are waiting for a heart transplant and many patients unfortunately die during their time on the waiting list. In the future, artificial hearts may also become an alternative to transplantation for broader groups of patients with very severe heart failure. The company's shares are traded on Nasdaq Stockholm First North Growth Market. For more information, visit www.realheart.se

Realheart Presents Positive Hematological Data at the American Society for Artificial Internal Organs 70th Annual Conference in Baltimore

Västerås, 10 April 2024 – Scandinavian Real Heart AB (publ) announces today that the company will participate in the annual conference organised by the American Society for Artificial Internal Organs (ASAIO). The conference brings together the world's leading scientists, clinicians, engineers and entrepreneurs in the development of artificial organs. Representatives from Realheart will attend the conference, which takes place in Baltimore, Maryland, USA between 29 May and 1 June.

During the conference, new study data will be presented that strengthens the company's previous results, which show that the company's artificial heart, Realheart® TAH, has a low damaging effect on red blood cells (hemolysis) compared to today's market-dominant heart pump system. The new results are based on in-depth analyses that include several blood components and further confirm that Realheart® TAH causes a significantly lower degree of blood damage.

ASAIO is an annual conference that brings together clinicians, scientists, engineers and companies involved in the research and development of artificial organs. The conference is also attended by representatives from the US Food and Drug Administration (FDA) and other public institutions.

Realheart will participate in the Bioengineering1 session, Thursday 30 June at 15.20, to present the scientific abstract "In Vitro Human Blood Damage Profile of the SynCardia TAH and the Realheart® TAH in a Full Body Circulation Test Rig".

Click on the link to read the abstract: www.asaio.org/conference/program/2024/BIO9.cgi.

About Realheart
Scandinavian Real Heart AB (publ) is developing the first artificial heart that mimics the shape, function and blood flow pattern of the human heart. These unique product features provide completely new opportunities to save lives and give patients a good quality of life while waiting for a heart transplant. Realheart® TAH (Total Artificial Heart) is now being evaluated in extensive preclinical trial models ahead of a first clinical study in patients expected to start in 2025. Realheart® TAH addresses a significant and urgent medical need – today 8,300 people around the world are waiting for a heart transplant and many patients unfortunately die during their time on the waiting list. In the future, artificial hearts may also become an alternative to transplantation for broader groups of patients with very severe heart failure. The company's shares are traded on Nasdaq Stockholm First North Growth Market. For more information, visit www.realheart.se

Realheart Awarded Almi Guldstänk as Innovator of the Year

Västerås, 14 March 2024 – Scandinavian Real Heart AB (publ) announces today that the company has been awarded Innovator of the Year 2023 in the Almi Guldstänk competition. Realheart was nominated based on the jury's motivation that highlights the company's development of the groundbreaking artificial heart Realheart TAH. After an open vote during the period 8-25 February, Realheart has been selected as the winner in the Innovation category. Representatives of Realheart were present at the ceremony on 14 March in Västerås Concert Hall to receive the award.

Guldstänk is a networking event and competition organised by Almi Mälardalen, Företagarna Västerås, Handelskammaren Mälardalen, Marknadsföreningen i Västerås and the City of Västerås to celebrate local entrepreneurs. The awards are given to reward entrepreneurs and organisations based in the region and are awarded to nominees selected by public vote.

"We are honoured to have been awarded Almi Guldstänk's Innovator of the Year award. We see this award as proof of the confidence in our hard work to fundamentally change the care for people living with heart failure", says Realheart's CEO, Ina Laura Perkins.

In Europe and the US, there are currently more than 8,300 patients with severe heart failure waiting for a heart transplant, and many unfortunately die during their time on the waiting list. Realheart is developing Realheart TAH, an artificial heart that resembles the human heart in structure and function, whose unique product characteristics provide completely new opportunities to save lives and give patients a good quality of life while waiting for a heart transplant.

About Us
Scandinavian Real Heart AB (publ) is developing the first artificial heart that mimics the shape, function, and blood flow pattern of the human heart. These unique product features provide entirely new opportunities to save lives and give patients a good quality of life while waiting for a heart transplant. Realheart TAH (Total Artificial Heart) is currently being evaluated in extensive preclinical models ahead of its first clinical study in patients expected to commence in 2025. Realheart TAH addresses a significant and urgent medical need – currently many people worldwide are on waiting lists for a heart transplant, and unfortunately, many patients die while waiting. In the future, artificial hearts may become an alternative to transplantation for broader groups of patients with severe heart failure. The company's stock is traded on Nasdaq Stockholm First North Growth Market. For more information, visit www.realheart.se

Magnus Öhman Appointed Executive Chairman at Realheart

Västerås, Sweden, March 11, 2024 – Scandinavian Real Heart AB (publ.) today announces that the board of directors has appointed Magnus Öhman as executive chairman. He will thereby assume an active role in the company's day-to-day operations to develop and commercialize Realheart TAH. Christer Norström, former chairman, will remain as a member of the board.

"As we approach the clinical phase in the development of Realheart's artificial heart, we take a step closer to commercialization and therefore see a need to strengthen our operational capacity in these areas. Magnus Öhman's extensive experience in leading and developing medical technology companies is invaluable, and in his new role, he will be able to contribute further to the ongoing transformation of Realheart," says former chairman of the board of Realheart, Christer Norström.

Magnus Öhman has extensive experience in the medical technology industry. He has, among other roles, been the CEO of St. Jude Medical's Swedish subsidiary in Cardiac Rhythm Management, with over 600 employees and a turnover of approximately SEK 5 billion.

"Realheart's artificial heart has tremendous potential to address complex and extensive medical needs in today's cardiac care. In my view, Realheart is ready to take the next step forward, and I very much look forward to becoming part of the daily activities and at the same time leading the overall strategic work in my new role as executive chairman," says Realheart's newly appointed chairman, Magnus Öhman.

For more information, please contact:

Magnus Öhman, Chairman of the board
Phone: +46 (0) 73-973 7840
E-mail: magnus@ohman.eu

Certified Adviser: Svensk Kapitalmarknadsgranskning AB, www.skmg.se

About Us
Scandinavian Real Heart AB (publ) is developing the first artificial heart that mimics the shape, function, and blood flow pattern of the human heart. These unique product features provide entirely new opportunities to save lives and give patients a good quality of life while waiting for a heart transplant. Realheart TAH (Total Artificial Heart) is currently being evaluated in extensive preclinical models ahead of its first clinical study in patients expected to commence in 2025. Realheart TAH addresses a significant and urgent medical need – currently many people worldwide are on waiting lists for a heart transplant, and unfortunately, many patients die while waiting. In the future, artificial hearts may become an alternative to transplantation for broader groups of patients with severe heart failure. The company's stock is traded on Nasdaq Stockholm First North Growth Market. For more information, visit www.realheart.se

Year-End Report 2023

Summary of Year-End Report 2023

(SEK)
Group Overview 2023-10-01 2022-10-01 2023-01-01 2022-01-01
2023-12-31 2022-12-31 2023-12-31 2022-12-31
3 mon 3 mon 12 mon 12 mon
Operating income 798 047 31 468 902 882 667 589
Earnings after financial items -52 895 973 -2 914 829 -67 977 292 -13 987 911
Balance sheet total 119 816 255 102 638 279 119 816 255 102 638 279
Equity/Assets ratio 80% 81% 80% 81%
Earnings per share -0.55 -0.09 -0.70 -0.42
Number of shares 96 994 446 33 183 461 96 994 446 33 183 461
Parent Company Overview 2023-10-01 2022-10-01 2023-01-01 2022-01-01
2023-12-31 2022-12-31 2023-12-31 2022-12-31
3 mon 3 mon 12 mon 12 mon
Operating income 798 047 31 468 902 882 667 589
Earnings after financial items -52 865 323 -2 824 786 -67 678 901 -13 810 029
Balance sheet total 103 221 678 111 229 225 103 221 678 111 229 225
Equity/Assets ratio 80% 88% 80% 88%
Earnings per share -0.55 -0.09 -0.70 -0.42
Number of shares 96 994 446 33 183 461 96 994 446 33 183 461

Revenue and Result
Scandinavian Real Heart is working with research and development and currently has no sales of any products. The income reported for the period consists mainly of received de minimis grants. Research and development costs of Realheart® TAH were capitalized during Q3 with 5.4 MSEK. 2.8 MSEK for purchased services and other external costs and 2.6 MSEK for personnel. During the period, write-downs of capitalized costs for research and development for the years 2016-2020 were made by 50,1 MSEK.

Financial Position
During the period, the company has received Grant payments from EIC, Vinnova and Eurostars of 10.3 MSEK, and interest income of 0.5 MSEK. With a cash balance of 43.3 MSEK at the end of the period the company has funding that will last to the and of 2024. In order to solve the Company's longer-term financing needs, Realheart works continuously to evaluate alternatives for further capitalization of the Company.

Employees
The number of employees in the Group at the end of the quarter was 11 full-time employees and 4 hourly employees.

Related party transactions
No significant related party transactions have taken place during the period.

Significant risks and uncertainties
Realheart's focus is on getting through the pre-clinical phase (Hemolysis, GLP studies on animals and endurance tests) to be able to start clinical studies. This means that the company must finalize the version of both the controller and the heart pump that will be included in these tests. Realheart must also conduct parallel discussions with the Notified Body in the EU and with the FDA in the US to ensure the fastest and safest route to market for the product.
The company is continuously working on measures to minimize delays. Furthermore, the continued product development requires that the company can solve its financing. The board is continuously working with different scenarios to ensure the company's future operations.

CEO Comment
In the autumn, we presented a clarified strategy that initially focuses the commercialisation of Realheart TAH on patients on the waiting list for a heart transplant – a well-defined sub-market with high potential to generate significant revenues and lay the foundation for our long-term value creation. Shortly after Christmas, the European Innovation Council (EIC) announced its decision to pay the second part of its development grant to Realheart under its accelerator programme. During the spring, a number of important milestones are expected in the preclinical development of Realheart TAH – with the goal of reaching the clinical development phase in 2025.

Significant Events During the Fourth Quarter of the Year
In October, Realheart communicates that Giovanni Lauricella has been adjuncted to the board of directors. Giovanni Lauricella is a managing partner at Lifeblood Inc., specializing in recruitment and fund raising for medtech companies.

The very first day in November, The Company announces Its successfully establishment a novel test system to evaluate hemolysis of its total artificial heart. The preclinical test system replicates the body's circulatory system and enables more precise evaluations of hemolytic events.

In the middle of November, Realheart provides a strategy update on the development and commercialization of its artificial heart, the Realheart® TAH, which in initial testing has been shown to induce 80% lower levels of hemolysis compared to today's market-dominant artificial heart.

The last event of the year is a press release about Realheart has received its second payment from the European Innovation Council (EIC) grant that was awarded in December 2021, aimed at supporting the development of the artificial heart Realheart TAH. The payment of 750,000 EUR equals 30% of the total grant sum of 2.5 MEUR.

Significant Events After the End of the Period
WRITE-DOWN OF INTANGIBLE ASSETS
The Board of Directors of Scandinavian Real Heart AB decided February 12 on a write-down of the book value of intangible fixed assets in the parent company of a total of -50.1 MSEK, mainly due to increased WACC and current market conditions. The write-down has no impact on Cash-Flow but will impact net income in the fourth quarter of 2023.

The value of the Group's intangible assets is tested annually or when indications of significant changes in assumptions are identified. In connection with the work on the 2023 financial statements, a thorough analysis of the book values of the Group's intangible assets has been carried out in relation to current WACC requirements.

Due to the sharply increased interest rate level in 2023, which increases WACC requirements, and previously communicated delays in the commercialization process, the Board of Directors has decided to write down the value of intangible assets by -50.1 MSEK. The write-down does not impact cash flows.

A write-down of the value of intangible assets means that the requirement for future amortization decreases, which gives a better future result.

Realheart appoints Andreas Hultdin as interim CFO following the resignation of Jonas Caspari Bark

Västerås, February 6, 2024 – Scandinavian Real Heart AB (publ.) today announces that Jonas Caspari Bark will be leaving the position of Chief Financial Officer on March 4th to take up a senior role at another company. Andreas Hultdin will be acting as interim CFO until a permanent successor has been appointed.

Andreas Hultdin holds an MBA from Umeå University, Sweden, and has held several senior financial roles, including as Group Accounting Manager at ABB and Financial Manager at ABB Norden Holding, before taking up his current position as CEO of the consultancy firm Nogap. Between 2019 and 2022, he served as the CFO of Realheart where he contributed to securing financing from the European Investment Council.

“We wish to thank Jonas Bark for his significant contributions to the well-structured financial control environment at Realheart. The appointment of Andreas Hultdin as interim CFO will secure a smooth transition, not least as he has extensive knowledge of Realheart since his time as permanent CFO during the period 2019–2022,” comments Ina Laura Perkins, CEO of Realheart.

The process of recruiting a permanent CFO will be initiated immediately.