Notice of Extraordinary General Meeting in Spago Nanomedical AB (PUBL)
LUND, SE / ACCESS Newswire / October 22, 2026 / Spago Nanomedical (STO:SPAGO.ST)(FRA:7UX.F) - The shareholders of Spago
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LUND, SE / ACCESS Newswire / October 22, 2026 / Spago Nanomedical (STO:SPAGO.ST)(FRA:7UX.F) – The shareholders of Spago Nanomedical AB (publ), corporate registration number 556574-5048 (“Spago Nanomedical” or the “Company”), are hereby summoned to the Extraordinary General Meeting on Thursday 19 November 2026, at 13.00 CET at Advokatfirman Delphi’s offices, Mäster Samuelsgatan 17, in Stockholm. Registration starts at 12.45 CET.
This English version of the notice to the Extraordinary General Meeting is for convenience only. The Swedish version prevails in the event of any inconsistency.
The Board of Directors has, in accordance with Spago Nanomedical’s articles of association, decided that the shareholders may also exercise their voting rights by postal voting prior to the general meeting.
Right to attend and notice
Shareholders wishing to attend the Extraordinary General Meeting:
shall be registered in the share register kept by Euroclear Nordics AB concerning the circumstances on Wednesday 11 November 2026, and
shall give notice of their intention to attend the Extraordinary General Meeting of Spago Nanomedical no later than Friday 13 November 2026. Notice of attendance may be given:
- by e-mail to alexander.bratthall@delphi.se,
- by post to Advokatfirman Delphi, Box 1432, 111 84 Stockholm (mark the envelope with “Spago Nanomedical AB (publ), EGM 2026”).
When giving notice of attendance, the shareholders shall state their name, address, daytime telephone number and personal identification number or company registration number.
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading “Postal voting” below. Such postal voting does not require any further notice of attendance.
Nominee-registered shares
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to registering for the Extraordinary General Meeting, register the shares in their own name so that the shareholder is entered into the share register as of Wednesday 11 November 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures in such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Friday 13 November 2026 will be taken into account in the preparation of the share register.
Proxy etc.
Shareholders who wish to attend the meeting venue in person or through a proxy are entitled to bring one or two assistants. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document doesn’t exist, a corresponding document, shall be enclosed. In order to facilitate the registration at the general meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to Spago Nanomedical at the address stated above well in advance of the Extraordinary General Meeting. If applicable, such original power of attorney shall be brought to the Extraordinary General Meeting. A proxy form is available on the Company’s website, www.spagonanomedical.se.
Postal voting
A designated form shall be used for postal voting. The form is available on the Company’s website, www.spagonanomedical.se. The postal voting form is valid as notification of attendance at the Extraordinary General Meeting.
The completed and signed voting form must be received by Spago Nanomedical no later than Friday 13 November 2026. The completed and signed form shall be sent by post to Advokatfirman Delphi, Box 1432, 111 84 Stockholm (mark the envelope with “Spago Nanomedical AB (publ), EGM 2026”), or by e-mail to alexander.bratthall@delphi.se. If a shareholder postal votes by proxy, a power of attorney must be enclosed with the form. A proxy form is available at the Company’s website, www.spagonanomedical.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document must be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proposed agenda
- Opening of the Extraordinary General Meeting.
- Election of chairman of the Extraordinary General Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Approval of the agenda.
- Determination of whether the Extraordinary General Meeting has been duly convened.
- Resolution to approve the Board of Directors’ resolution to apply for delisting from Nasdaq First North Growth Market.
- Closing of the Extraordinary General Meeting.
Proposed resolutions
Item 2. Election of chairman of the Extraordinary General Meeting
The Board of Directors proposes that Sandra Broneus of Advokatfirman Delphi is elected chairman of the meeting, or, in the event of her unavailability, such other person as the Board of Directors may appoint.
Item 7. Resolution to approve the Board of Directors’ resolution to apply for delisting from Nasdaq First North Growth Market
The Board of Directors proposes that the general meeting approves the Board of Directors’ resolution of 22 October 2026 to apply for delisting from Nasdaq First North Growth Market (the “Delisting“) in accordance with the below. For further information, reference is made to the press release dated 22 October 2026.
Rules on delisting
The Swedish Securities Market Self-Regulatory Committee (ASK) has published rules on delisting of shares at the issuer’s initiative (the “Delisting Rules“). The Delisting Rules reflect what constitutes good practice on the Swedish stock market where a company intends to apply for delisting from a Swedish trading venue, and entered into force on 1 September 2025 and were updated on 11 November 2025. Under the Delisting Rules, it is, under certain conditions, compatible with good practice on the stock market for the issuer to apply for delisting even where the listing requirements are met, by application of the rules in item II.1 B) of the Delisting Rules. An application for delisting may then only be made if a resolution of the general meeting approving such application has been supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the general meeting. If there is a shareholder in the company who, together with related parties, controls three-tenths or more of the votes in the company, it is further required that shareholders representing a majority of all other votes in the company have not voted against the resolution.
An application for delisting under item II.1 B) of the Delisting Rules may be made no earlier than three months after the market has been informed of the delisting plans.
In accordance with I.2 of the Delisting Rules, it is for the Swedish Securities Council, whose task is to promote good practice on the Swedish stock market, to issue statements on how the rules should be interpreted and applied and how different parties should act in specific situations, and to grant exemptions from the Delisting Rules.
The Board of Directors’ considerations
The Board of Directors has investigated the possibility of delisting the Company’s shares from Nasdaq First North Growth Market in accordance with the Delisting Rules. As part of that investigation, the Board of Directors has in particular considered the following.
Tumorad’s potential. The Board of Directors sees significant potential in Tumorad and considers that the conditions for attracting long-term specialist investors who can value the programme based on progress in clinical development are better in an unlisted environment.
Future capital requirements. The planned Phase IIa study is expected to require a substantial capital injection. In recent years, the Company has financed its operations through repeated rights issues of limited size, resulting in significant dilution for shareholders. Given the current capital market climate for smaller life science companies, where risk appetite amongst investors remains low, the board does not consider that a capital injection of the required size can be raised on acceptable terms via the stock market. Nor does the Board of Directors consider that conditions will change sufficiently in the foreseeable future.
The listing as an obstacle. The Company has held discussions with several specialist investors and advisers, both in Sweden and internationally. Many of them have stated that the stock market listing constitutes an obstacle to investment, partly due to investment mandates that are restricted to unlisted companies. The Board of Directors has investigated the effect that delisting would have on the Company’s ability to raise the necessary funding, and considers that this ability would improve significantly.
Listing costs. The administrative requirements associated with being a listed company are disproportionately high for a company as small as Spago Nanomedical and do not provide a corresponding benefit to the Company’s shareholders. The Company’s costs associated with maintaining its listing will cease following the Delisting, which the Board of Directors considers to be in the best interests of all the Company’s shareholders.
Expanded international exposure. The Company has engaged the US financial adviser Incentrum Group to broaden the Company’s contacts with specialist investors and other stakeholders who can support the continued development of Tumorad.
Alternatives that have been considered. The Board of Directors has evaluated several alternatives, such as maintaining the listing with recurring rights issues, private placements, loan financing and an early out-licensing of Tumorad. The Board of Directors considers that, in the current situation, these alternatives either do not provide sufficient capital to carry out Phase IIa or are subject to terms that are less favourable to the Company and its shareholders.
Disadvantages for shareholders. The Board of Directors has carefully considered that the Delisting may entail disadvantages for shareholders. Liquidity in the share will be lower and it may become more difficult to buy and sell shares. Shares held in an investment savings account (ISK) will need to be transferred to a different type of account. Furthermore, the Company will no longer be subject to the regulations of Nasdaq First North Growth Market or the EU’s Market Abuse Regulation (MAR), including with regard to disclosure requirements.
The Board of Directors has weighed the interests of the Company and all its shareholders and has taken into account its obligations under the Swedish Companies Act, including the principle of equal treatment. The board’s overall assessment is that the Delisting is in the interests of the Company and its shareholders.
Preliminary timetable for the Delisting
| 22 October 2026 | The Company discloses the delisting resolution and this notice of Extraordinary General Meeting |
| 19 November 2026 | Extraordinary general meeting to approve the Board of Directors’ resolution on delisting |
| 25 January 2027 | Application for delisting to Nasdaq Stockholm (no earlier than three months after today’s announcement) |
| January 2027 | Nasdaq Stockholm’s decision. The last day of trading will be announced in a press release |
| February 2027 | Estimated last day of trading on Nasdaq First North Growth Market |
The timetable is provisional. The last day of trading will be determined by Nasdaq Stockholm and is expected to be approximately two weeks after the application has been approved. The Company will disclose any changes to the timetable.
Majority requirement
A valid resolution requires support by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.
It is further required that a majority of all votes in the Company, other than those directly or indirectly held by Peter Lindell and his related parties, does not vote against the resolution.
Other information
Number of shares
Spago Nanomedical has a total of 798,380,128 shares with one vote each.
Shareholders’ right to receive information
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors considers that it can be done without material harm to the Company, provide information at the meeting regarding circumstances that may affect the assessment of an item on the agenda.
Documents
Documents required to be made available pursuant to the Swedish Companies Act will be available no later than two weeks prior to the meeting at the company and on the company’s website, www.spagonanomedical.se, and will be sent promptly and free of charge to shareholders who so request and state their postal or e-mail address. The documents will also be available at the meeting.
Processing of personal data
In connection with the notice of attendance, the company will process the personal data regarding shareholders that has been requested in accordance with the above. The personal data collected from the share register, notice of attendance at the meeting and information on proxies and assistants will be used for registration, preparation of the voting list and, where applicable, minutes of the meeting. The personal data will only be used for the Extraordinary General Meeting. For further information on how your personal data is processed by the company and your rights, please see the company’s website, www.spagonanomedical.se.
________________
Lund, October 2026
Spago Nanomedical AB (publ)
The Board of Directors
For further information, please contact Mats Hansen, CEO Spago Nanomedical AB, +46 46 811 88, mats.hansen@spagonanomedical.se
Spago Nanomedical AB is a Swedish company in clinical development phase. The company´s development projects are based on a platform of polymeric materials with unique properties for more precise treatment and diagnosis of cancer and other debilitating diseases. Spago Nanomedical´s share is listed on Nasdaq First North Growth Market (ticker: SPAGO). For further information, see www.spagonanomedical.se.
FNCA Sweden AB is the Certified Adviser of the company.
SOURCE: Spago Nanomedical
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