InDex Pharmaceuticals completes reverse merger with Flerie

Completion of the reverse merger
On May 20, 2024 InDex Pharmaceuticals entered into a conditional agreement, to acquire all shares in Flerie (the “Transaction“). The Transaction constitutes a so-called reverse merger whereby Flerie becomes a wholly-owned subsidiary of InDex Pharmaceuticals.

The completion of the Transaction was, among other things, conditional upon resolutions at extraordinary general meetings of the Company. The extraordinary general meetings, held on June 10, 2024, resolved to adopt all of the board’s proposed resolutions related to the Transaction. The resolutions are further described in the bulletin from the meetings that was announced by the Company earlier today. In addition to the resolutions at the extraordinary general meetings, the Company and Flerie agree that all other conditions of the Transaction have been fulfilled. The Transaction has therefore today been completed.

The purchase price in the Transaction has been paid through an issue in kind of 6,073,952,948 new shares in the Company (the “Consideration Shares”). The Consideration Shares have been subscribed for by the former shareholders of Flerie in exchange for all shares in Flerie. Following registration of the Consideration Shares, the former shareholders of Flerie will initially hold approximately 91.9 per cent of the total number of shares and votes in the Company, prior to completion of the capital raise outlined in the company description published by the Company on May 27, 2024.

At the extraordinary general meetings held today June 10, 2024, it was, among other things, resolved to change the company name of the Company to Flerie AB and to appoint Thomas Eldered, Cecilia Edström, Anders Ekblom and Jenni Nordborg as new board members of the Company, with Thomas Eldered as chairman. Flerie’s CEO Ted Fjällman has been appointed CEO of the Company and Flerie’s CFO and deputy CEO Cecilia Schéele has been appointed CFO and deputy CEO of the Company.

Company description
Following completion of the Transaction, the Company’s business consists of the business currently conducted by Flerie. In light of the substantial change in operations that the Transaction entails, the Company published a company description on May, 27 2024 with information about, inter alia, Flerie, InDex Pharmaceuticals, and the Transaction. The company description is available on Flerie’s website: www.flerie.com.

Admission to trading on Nasdaq Stockholm
In connection with completion of the Transaction, the Company intends to carry out an uplisting from Nasdaq First North Growth Market to Nasdaq Stockholm. The Company will prepare and publish a prospectus for admission to trading of the Company’s share on Nasdaq Stockholm. The prospectus is intended to be registered by the Swedish Financial Supervisory Authority and published around June 26, 2024. The first day of trading on Nasdaq Stockholm is planned to take place around June 27, 2024.

For more information:
Ted Fjällman, CEO
Email: ir@flerie.com

About us
Flerie is an active long-term life science investor, with a broad and diversified portfolio of innovative companies with pioneering innovations. We invest in product development and commercial growth opportunities globally and alongside other leading investors, focusing predominantly on private companies that are otherwise difficult to access. Flerie’s active ownership model, broad network and resources support and accelerate the development of the portfolio and projects, creating value for shareholders.

Flerie AB (under change of name from InDex Pharmaceuticals Holding AB) is listed on Nasdaq First North Growth Market with the ticker INDEX. Redeye is the company’s Certified Adviser.

Important information

Publication, disclosure or distribution of this press release may in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this press release has been disclosed or distributed should inform themselves and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions. This press release does not constitute an offer, or invitation, to acquire or subscribe for any securities in the Company or Flerie in any jurisdicition, neither from the Company, Flerie or anyone else.

This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in the USA. The securities referred to herein may not be sold in the USA without registration, or without application of an exemption from registration, in accordance with the U.S Securities act of 1933 (“Securities Act“), as amended, and may not be offered or sold in the USA without registration, is subject to an exemption from, or in an transaction not subject to the registration requirements of the Security Act. There is no intention to register any securities referred to herein in the USA or to make a public offer of such securities in the USA. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part within or to Australia, Hong Kong, Japan, Canada, New Zeeland, Switzerland, Singapore, South Africa, USA or any other jurisdiction where such disclosure, publication or distribution of this information would be contrary to applicable regulations or where such actions would be subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities laws.

This press release is not a prospectus in accordance with the definition of Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the share issues described in this press release. The share issues do not constitute an offer to the public.

In all member states of the European Economic Area (“EEA“), this press release is intended for and only directed to “qualified investors” in that member state as defined in the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is being distributed only to, and is directed only 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” (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) and 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.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares. An investment decision to acquire or subscribe for new shares may only be made based on public available information about the Company, Flerie or the Company’s shares, which has not been verified by the Company’s or Flerie’s advisors or the issuer agent. The Company’s or Flerie’s advisors and the issuer agent are acting on behalf of their principals in connection with the share issues and not on behalf of anyone else and are not responsible to anyone else for providing the protection which is provided to its customers or for providing advice in connection with the transaction or relating to anything else referred to herein.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investors’ decision regarding the share issues. Each investor or potential investor should conduct its own research, analysis and evaluation of the business and information described in this announcement and all publicly available information. The price and value of the securities can decrease as well as increase. Achieved results does not constitute guidance for future results. Neither the content of the Company’s or Flerie’s website nor any other website which is accessible through hyperlinks on said website is incorporated into or forms part of this press release.

Carnegie Investment Bank AB (publ) (“Carnegie“) and DNB Markets, a part of DNB Bank ASA, Sweden branch (“DNB“) act only on behalf of Flerie Invest AB in connection with the Transaction and not on behalf of anyone else. Neither Carnegie nor DNB is responsible to anyone else for providing the protection provided to their clients or for providing advice in connection with the Transaction or in respect of anything else mentioned herein.

Forward-looking statements

This press release contains forward-looking statements regarding the Company’s and Flerie’s intentions, assessments, or expectations regarding the Company’s or Flerie’s future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities and the markets which the Company and Flerie operate. Forward-looking statements are statements that do not relate to historical facts and may be identified by words such as ”believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company and Flerie believe that the assumptions reflected in these forward-looking statements are reasonable, they cannot be guaranteed to occur or to be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not unconditionally rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company, Flerie nor anyone else undertakes to review, update, confirm or release public any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or listing rules.