IRRAS’s (publ) ("IRRAS") application for de-listing has now been approved by Nasdaq. The last day of trading in IRRAS’s share on Nasdaq Stockholm will be 3 November 2023.

Against the above background, the Board of Directors of IRRAS has decided not to publish IRRAS’s interim report for the third quarter of 2023.

For more information, please contact:

Will Martin

CEO

ir@irras.com
 

Further information about IRRAS AB is available at www.irras.com

Cision (to download and upload into media library): IRRAS s application for de-listing has been approved

 IRRAS s application for de-listing has been approved

The shareholders of IRRAS AB (publ), org.nr 556872-7134 (”the Company”), are hereby invited to the extraordinary general meeting to be held on Monday 13 November 2023 at 16.00 CET at the premises of Setterwalls Advokatbyrå at Sturegatan 10 in Stockholm.

Notice of Attendance

A shareholder who which to participate in the general meeting shall:

1. be entered in the register of shareholders maintained by Euroclear Sweden AB by the record date Friday 3 November 2023; and
2. notify the Company of their attendance no later than Tuesday 7 November 2023.

Notification of participation shall be sent by mail to IRRAS AB (publ), Attn: Tore Linghede, P.O Box 160, SE-101 23 Stockholm, Sweden or by e-mail to EGM@irras.com. The notification shall state name, personal registration number/company registration number, address and telephone number, number of shares held and proxies if applicable.

Nominee registered shares

Shareholders who have had their shares registered in the name of a nominee must temporarily register the shares in their own name so that the shareholder is entered in the share register as of Friday 3 November 2023. Such registration may be temporary (so-called voting rights registration) and shall be requested from the nominee in accordance with the nominee’s procedures at such time in advance as the nominee may determine. Voting rights registrations made on or before Tuesday 7 November 2023 will be taken into account in the preparation of the share register.

Proxies

Shareholders represented by proxy shall issue a written and dated power of attorney. 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, a certified copy of the registration certificate or similar papers of authorisation are also required. Power of attorney, registration certificates and other authorisation documents must be available for the Meeting and, in order to facilitate entry to the Meeting, sent to the Company at the above address, no later than 7 November 2023. Proxy forms for shareholders who wish to participate in the Meeting by proxy will be made available on the Company’s website www.irras.com.

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting list
3. Election of one or two persons who shall approve the minutes of the meeting
4. Determination of whether the meeting has been duly convened
5. Approval of the agenda
6. Determination of the number of board members.
7. Election and removal of board members.
8. Determination of fees to the board members.
9. Resolution that the guidelines for remuneration to the senior executives shall no longer apply after the delisting of IRRAS’ shares from Nasdaq Stockholm.
10. Resolution that the principles regarding the appointment of members of the nomination committee shall no longer apply after the delisting of IRRAS’ shares from Nasdaq Stockholm.
11. Closing of meeting

Proposed resolutions

Proposals under items 6 – 8 will be communicated at the latest in connection with the general meeting.

Shareholders right to submit questions

The shareholders are reminded of their right, in accordance with Chapter 7, Section 32 of the Swedish Companies Act, to request information from the board of directors and the CEO.

Other

As of 23 October 2023, there are a total of 1,133,078,240 ordinary shares and votes in the Company. There are no class C shares issued. The Company does not hold any of its own shares. For information about how your personal data will be processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Meeting documents

Proxy forms and other documents required by the Companies Act will be available at the Company and will be sent free of charge to any shareholder who requests them and provides his/her postal address. The documents are also available on the Company’s website www.irras.com.

_____

Stockholm, October 2023

Board of directors

Cision (to download and upload into media library): NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF IRRAS AB

 NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF IRRAS AB

IR Holding Bidco Inc. (”IR Holding”), which holds more than 90 per cent of the shares and votes in IRRAS AB (publ) (“IRRAS”), has requested that a compulsory buy-out of the remaining shares in IRRAS be initiated.

Against the above background, the Board of Directors of IRRAS has decided to apply for delisting of IRRAS’ shares from Nasdaq Stockholm. The last day of trading in the share will be announced after IRRAS has submitted the application and received a decision from Nasdaq Stockholm.

The Board of Directors of IRRAS has furthermore, at the request of IR Holding, decided to convene an Extraordinary General Meeting to be held on 13 November 2023 for resolutions on, inter alia, election of new members of the Board of Directors. The notice will be published through a separate press release.

For more information, please contact:

Will Martin

CEO

ir@irras.com
 

Further information about IRRAS AB is available at www.irras.com.

This disclosure contains information that IRRAS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 2023-10-19 [08:30] CET.

Cision (to download and upload into media library): IR Holding Bidco Inc requests compulsory buy-out

 IR Holding Bidco Inc requests compulsory buy-out

2023-10-16

On 13 October 2023, IRRAS AB (publ) (“IRRAS” or the “Company“) (Nasdaq Stockholm: IRRAS) announced that the extraordinary general meeting on the same day had resolved to increase the Company’s share capital by a maximum of 10,147,945.20 through an issue of a maximum of 338,264,840 ordinary shares against payment by way of set-off against IR Holdings’ short term loan financing of SEK 60,000,000 plus accrued interest of SEK 887,671. The subscription price was SEK 0.18 per ordinary share. Ahead of the admission of the new shares to trading on Nasdaq Stockholm the Company has prepared a prospectus that has been approved and registered by the Swedish Financial Supervisory Authority. The prospectus is available on IRRAS’ website, www.irras.com, and will be available on SFSA’s website, www.fi.se.

The first day of trading of the new shares on Nasdaq Stockholm is expected to be on or around 19 October 2023.

For more information, please contact:

Will Martin
President and Chief Executive Officer
ir@irras.com

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).

Cision (to download and upload into media library): IRRAS prospectus

 IRRAS prospectus

2023-10-15

Stockholm, Sweden (October 15, 2023) – IRRAS AB (publ) (“IRRAS” or the “Company”) today announced an extension of its SEK 20 million short-term loan from IR Holding Bidco Inc. (“IR Holding”). The loan will continue to carry an interest rate in the amount of 6.00% on an annual basis.

Under this extension, the loan will now fall due on 31 December 2023.  Repayment of the loan will continue to be secured by a pledge over the company’s patents and the shares of the company’s United States subsidiary, IRRAS USA Inc. In addition, IRRAS USA Inc. have guaranteed all obligations of IRRAS AB under the loan agreement, and IRRAS AB have entered into a license agreement with IRRAS USA Inc. (which such agreement being collaterally assigned to the lender) under which IRRAS AB grants IRRAS USA Inc. an exclusive, royalty-free, fully-paid, irrevocable, perpetual license to all of IRRAS’s intellectual property everywhere in the world other than Sweden, Denmark Norway and Finland.

 IRRAS has extended maturity date for its SEK 20 million short-term loan

The Extraordinary General Meeting in IRRAS AB (publ) (the “Company”) has been held on 13 October 2023 and in particular the following resolution was made.

Resolution on issue of new shares

The General Meeting resolved to increase the Company’s share capital by a maximum of SEK 10,147,945.20 through a new issue of a maximum of 338,264,840 ordinary shares in accordance with the proposal from shareholder IR Holding Bidco Inc. (“IR Holding”).

The new shares may, with deviation from the shareholders’ preferential right, only be subscribed for by IR Holding, with the obligation for the subscriber to make payment for subscribed shares by way of set-off against loans amounting to SEK 60,000,000 plus accrued interest as of 12 September 2023 of SEK 887,671. The subscription price is SEK 0.18 per ordinary share.

Subscription must take place no later than 14 October 2023. The set-off will be considered executed immediately in connection with subscription of the new shares.

For more information, please contact:

Will Martin

President and Chief Executive Officer

ir@irras.com

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).

 Bulletin from the Extraordinary General Meeting in IRRAS AB publ on 13 October 2023

Statement by the Board of Directors of IRRAS AB regarding the proposal by IR Holding for a set-off share issue to be presented at an Extraordinary General Meeting of IRRAS AB to be held on 13 October 2023

The Board of Directors of IRRAS AB (the “Company”) has today announced a notice to convene an Extraordinary General Meeting to be held on Friday 13 October 2023. The notice includes a proposal by IR Holding Bidco Inc. (“IR Holding”) for a set-off share issue of maximum 338,264,840 ordinary shares. The new shares may, with deviation from the shareholders’ preferential right, only be subscribed for by IR Holding, with the obligation for the subscriber to make payment for subscribed shares by way of set-off against loans amounting to SEK 60,000,000 plus accrued interest as of 12 September 2023 of SEK 887,671. The proposed subscription price is SEK 0.18 per ordinary share.  

Board members Marios Fotiadis and Kleanthis G. Xanthopoulos are parties to the bid consortium which, through IR Holding, has made a public takeover offer for the shares in the Company. As a consequence of these board members’ interest in IR Holding, they are conflicted to handle matters regarding a new share issue directed to IR Holding. The two board members who are not conflicted, Anita Tollstadius and Catherine Gilmore-Lawless, do not constitute a sufficient number of board members to resolve on matters on behalf of the Company. In the following, the “Board” refers to the non-decision-making Directors who are not conflicted.

The Company, through its legal and financial advisors, has sought contact with the Company’s larger shareholders who are not part of the bid consortium to investigate the possibility of carrying out a new share issue to provide additional working capital and repay the Company’s loan debt amounting to SEK 60,887,671 including accrued interest as of 12 September 2023. This outreach indicated that only a small percentage of shareholders have shown a willingness to subscribe for shares in a potential new share issue, which would result in a financing that would be sized below the Company’s short-term capital needs. Over the past year, the Company has also explored the possibility of alternative financing from external investors and business partners to the Company. The continued efforts in this direction have also been unsuccessful.

The Board, in consultation with its financial advisor, has concluded that the set-off share issue is the only realistic alternative to avoid an insolvency situation that endangers the Company’s survival and economic value for remaining shareholders. The Board is of the opinion that the reasons for the deviation from the shareholders’ preferential rights as stated by IR Holding in the notice to convene the Extraordinary General Meeting are in line with the Board’s view. The Board has also evaluated the possibility of carrying out a rights issue to finance a repay of the outstanding loan amount. The Board has made the assessment that under the current market conditions and the Company’s financial position, it would be challenging to enter into subscription and/or guarantee undertakings from other investors than IR Holding. A successful rights issue would require a substantial discount to current market price, which will mean that shareholders not participating in the rights issue will be substantially diluted and be negatively effected as a result of a lower share price in the market. Further, the Board would like to emphasize that a consequence of the set-off share issue being proposed is that IR Holding’s ownership after the share issue will amount to at least 91.0 percent, which means that the possibility will exist that IR Holding may call for the compulsory redemption (Sw. tvångsinlösen) of the remaining shares in the Company. Shareholders in the Company have, within the framework of the compulsory redemption procedure, the opportunity to participate in person or to be represented by a representative (Sw. god man) appointed by the Swedish Companies Registration Office, who represents the minority shareholders in the procedure, including with regard to determining the redemption price and interest.  

 

Stockholm, 18 September 2023

The Board of Directors[1]

 

 

 

This disclosure contains information that IRRAS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 18-09-2023 20:30 CET.

 

For more information, please contact:

 

Anita Tollstadius, board member of IRRAS AB

Email: anita@tollstadius.com

 

 

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).