공시 • Oct 21
G2 Acquisition Inc. Intends to Promote A Delisting of the Shares in ZignSec from Nasdaq First North Growth Market On 4 September 2024, G2 Acquisition Inc.("Offeror") announced a public takeover offer to the shareholders of ZignSec AB to acquire all outstanding shares in ZignSec at a price of SEK 1.38 in cash per share and SEK 1.13 in cash per warrant of series TO1 ("Offer"). As of 17 October 2024, the Offer has been accepted by holders of 164,660,544 shares, corresponding to approximately 79.69% of the total number of shares and votes in ZignSec and by holders of 15,354,363 warrants of series TO1 corresponding to 97.69% of the outstanding warrants of series TO1. The Offeror has decided to extend the acceptance period to 6 November 2024 to give shareholders who have yet to accept the Offer an opportunity to do so. At the time of announcement of the Offer, the Offeror did not own any shares in ZignSec, and has not acquired any shares in ZignSec outside the Offer. The Offeror does not hold any other financial instruments that provide financial exposure to ZignSec's shares. Payment of consideration for shares tendered in the Offer will be made as soon as possible after an announcement by the Offeror that the Offeror has decided to complete the Offer. Provided that such announcement is made no later than on 8 November 2024, payment is expected to commence on or around 14 November 2024. The Offeror reserves the right to further extend the acceptance period and to postpone the date of payment of the consideration. If the Offeror, in connection with the Offer or otherwise, becomes the owner of more than 90% of the shares in ZignSec, the Offeror intends to initiate a compulsory redemption procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire the remaining shares in ZignSec. In connection with such redemption procedure, the Offeror intends to promote a delisting of the shares in ZignSec from Nasdaq First North Growth Market. New Risk • Aug 30
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: kr77.5m (US$7.56m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (17% average weekly change). Earnings have declined by 43% per year over the past 5 years. Shareholders have been substantially diluted in the past year (51% increase in shares outstanding). Market cap is less than US$10m (kr77.5m market cap, or US$7.56m). Board Change • Jul 01
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Director Philip Romsell was the last director to join the board, commencing their role in 2024. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • May 17
First quarter 2024 earnings released First quarter 2024 results: Revenue: kr22.0m (flat on 1Q 2023). Net loss: kr18.9m (loss narrowed 19% from 1Q 2023). 공시 • Apr 30
ZignSec AB (publ) has filed a Follow-on Equity Offering in the amount of SEK 33.5 million. ZignSec AB (publ) has filed a Follow-on Equity Offering in the amount of SEK 33.5 million.
Security Name: Shares
Security Type: Common Stock
Securities Offered: 100,400,000
Price\Range: SEK 0.25
Security Name: Shares
Security Type: Common Stock
Securities Offered: 33,600,000
Price\Range: SEK 0.25
Transaction Features: Rights Offering New Risk • Mar 04
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 67% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-kr26m free cash flow). Share price has been highly volatile over the past 3 months (13% average weekly change). Earnings have declined by 54% per year over the past 5 years. Shareholders have been substantially diluted in the past year (67% increase in shares outstanding). Market cap is less than US$10m (kr43.4m market cap, or US$4.19m). 