Qlife intends to carry out a directed issue of shares and warrants of approx. SEK 6.0 million and a shareholder proposes a directed issue of shares and warrants of approx. SEK 3.5 million

The Board of Directors in Qlife Holding AB (“Qlife” or the “Company”) has appointed Fjäll Corporate Finance AB (“Fjäll Corporate Finance”) to explore the conditions for carrying out a directed issue of shares and warrants of approximately SEK 6.0 million initially (the “Directed Issue 1”). The Directed Issue 1 is intended to, with deviation from the shareholders' preferential rights, be directed to a limited number of qualified investors, including investment companies, family offices and experienced private investors, as well as certain existing shareholders. The subscription price and the number of issued shares and warrants in the Directed Issue 1 will be determined through an accelerated bookbuilding procedure (the “Bookbuilding Procedure”) that starts immediately after the publication of this press release. The Company’s major shareholder JEQ Capital AB (“JEQ Capital”) has further proposed a directed issue of shares and warrants of up to SEK 3.5 million initially to members of the Board of Directors and management as well as certain consultants of the Company, at the same subscription price as determined through the Bookbuilding Procedure (the “Directed Issue 2”, and together with the Directed Issue 1 the “Directed Issues”). Through utilization of the warrants issued in the Directed Issues, the Company may receive additional gross proceeds. The Directed Issue 2 is intended to be resolved upon by an extraordinary general meeting with respect to persons covered by Chapter 16 of the Swedish Companies Act (2005:551) (the “Leo rules”). The extraordinary general meeting is intended to be held around 1 December 2026. Qlife intends to use the net proceeds from the Directed Issues to prepare for a potential transition into a substantially larger development program with the global pharmaceutical partner, including the regulatory approval process for Egoo PHE, additional pharmaceutical partner dialogues and working capital.

Background and motive to the Directed Issues

In September 2026, Qlife completed a fully partner-funded study with a global pharmaceutical company. As announced today, the collaboration now advances into a product-readiness phase, which is also fully financed by the partner and designed to lay the foundation for a potential transition into a substantially larger development program. The product-readiness phase is an important step in validating Qlife’s business model, in which pharmaceutical partners fund the development of new applications on the Egoo platform while Qlife retains the upside through product sales and long-term supply.

The Directed Issues are carried out to strengthen the Company’s financial position ahead of a potential transition into the larger development program, and to enable Qlife to pursue its ongoing dialogues with additional pharmaceutical partners. In parallel, Egoo PHE, the Company’s own at-home test, is under regulatory review, which was initiated in January 2026.

Use of proceeds

Qlife intends to use the net proceeds from the Directed Issues for:

• Preparations for a potential transition into a larger development program with the global pharmaceutical company.
• The regulatory approval process and launch preparations for Egoo PHE.
• Pursuing additional pharmaceutical partner dialogues and general corporate purposes.

The Directed Issue 1

The Directed Issue 1 is intended to be carried out with deviation from the shareholders' preferential rights pursuant to the authorisation granted by the annual general meeting on 27 May 2026. Qlife has mandated Fjäll Corporate Finance to investigate the conditions for carrying out the Directed Issue 1 through the Bookbuilding Procedure, which will commence immediately after the publication of this press release and is expected to be completed before trading in the Company's shares commences on Nasdaq First North Growth Market on 12 November 2026. The total number of shares and warrants that may be issued, the subscription price and the allotment in the Directed Issue 1 will be determined by Qlife's Board of Directors in consultation with Fjäll Corporate Finance.

In preparation for the Directed Issue 1, the Company's Board of Directors has conducted an analysis of the conditions for, and carefully considered the possibility of raising capital through, a rights issue. The Board of Directors considers, after an overall assessment, that the Directed Issue 1 is the most advantageous option for Qlife to raise capital in a cost and time efficient manner in order to strengthen the Company's financial position, while maintaining the most value in the Company and being most favourable for the Company's shareholders. The conclusion of this assessment, under the prevailing conditions, is that the Directed Issue 1 is the most favourable option for the Company and its shareholders. The reasons for this and the deviation from the shareholders' preferential rights have been based on the following considerations and conclusions:

1. A rights issue would take significantly longer to complete, which may thus risk depriving the Company of the opportunity to raise capital to ensure the Company's liquidity needs in the short and medium term, which could ultimately impair the Company's financial and operational flexibility. The Directed Issue 1 also provides the Company with greater flexibility to act on business opportunities and manage prevailing market conditions.
2. Through a directed issue such as the Directed Issue 1, there is potential to diversify and strengthen the Company's shareholder base with both Swedish and international investors and broaden the base of financially strong shareholders who are deemed to have the financial capabilities to support the Company's operations in the long term, which is further deemed to strengthen Qlife's ability to execute on the Company's growth strategy.
3. The Directed Issue 1 is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue.
4. A rights issue would likely need to be carried out at a significant discount to the market price, which would result in greater dilution for non-participating existing shareholders.

As the subscription price in the Directed Issue 1 will be determined through the Bookbuilding Procedure, the Board of Directors believes that the subscription price will reflect current market conditions and demand.

Qlife will announce the outcome of the Bookbuilding Procedure and the Directed Issue 1, together with the terms and conditions, in a press release when the Bookbuilding Procedure has been completed, which is expected to occur no later than before trading on Nasdaq First North Growth Market commences on 12 November 2026. The Bookbuilding Procedure may, if the Company or Fjäll Corporate Finance so decides, be shortened or extended and may be discontinued at any time. The Company may thus refrain from carrying out the Directed Issue 1 in whole or in part.

Several of the Company's major existing shareholders, including JEQ Capital, have expressed interest in participating in the Directed Issue 1.

The Directed Issue 2

The Board of Directors has received a proposal from the Company’s major shareholder JEQ Capital on the Directed Issue 2 to members of the Board of Directors and management as well as certain consultants of the Company. The subscription price in the Directed Issue 2 shall, in accordance with the shareholder’s proposal, correspond to the subscription price determined in the Bookbuilding Procedure.

The reasons for the deviation from the shareholders' preferential rights are that JEQ Capital, after an overall assessment and careful consideration, considers that an issue carried out with deviation from the shareholders' preferential rights is a better alternative for the Company and the Company's shareholders than a rights issue and that it is objectively in the interest of both the Company and its shareholders to carry out the Directed Issue 2. The reasons for this are, inter alia, the following. A rights issue would take longer to carry out and thus entail an increased risk of a negative impact on the share price, especially considering the current market volatility. With a rights issue comes the risk that the issue would not be fully subscribed, whereby a possible guarantee consortium would need to be procured. A directed new issue, on the other hand, is deemed to be able to be made at a lower cost while providing significant capital to the Company for further development and implementation of the Company's business strategy. A directed share issue to the members of the Board of Directors and management is further motivated by aligning the Board members’ and management’s interest with that of the shareholders and further strengthen their commitment to the Company, and enables the Board of Directors and management to focus on the implementation of the Company's business strategy, which is considered to contribute to stability for both the Company and its other shareholders. JEQ Capital’s overall assessment is that the reasons for the Directed Issue 2 outweigh the reasons for a rights issue according to the main rule and the Directed Issue 2 is thus considered to be in the interest of both the Company and all shareholders.

As the subscription price in the Directed Issue 2 will correspond to the subscription price determined in the Bookbuilding Procedure, it is JEQ Capital’s assession that the subscription price will reflect current market conditions and demand.

Assuming that the Board of Directors resolves on the Directed Issue 1, the Board of Directors intends to convene an extraordinary general meeting in order for the general meeting to resolve on the shareholder’s proposal on the Directed Issue 2. The Directed Issue 2 shall, in accordance with the proposal be directed to Flemming Pedersen (Chairman of the Board), Jørgen Drejer (Board member), Lars Staal Wegner (Board member), Jacob Glenting (Board member), Thomas Warthoe (CEO), Peter Warthoe (CSO) and Lars Bangsgaard (CFO), as well as Ask Systems ApS and Jens Martin Wurr, each subscribing directly or indirectly through companies. The extraordinary general meeting is expected to be held around 1 December 2026. Notice of the extraordinary general meeting will be published through a separate press release. A valid resolution at the extraordinary general meeting requires the approval of at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting. The Board of Directors' resolution regarding the Directed Issue 1 is not contingent upon the extraordinary general meeting resolving to carry out the Directed Issue 2.

Advisers

Fjäll Corporate Finance AB acts as financial adviser, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Directed Issues. Moll Wendén Law AB is legal adviser to Qlife.

For more information, please contact:

Thomas Warthoe

Chief Executive Officer (CEO)

Phn: +45 21 63 35 34

E-mail: tw@egoo.health

For further information on the Directed Issues, please contact:

Ludvig Villarp

Fjäll Corporate Finance AB

Phone: +46 76 941 58 66

E-mail: ludvig.villarp@fjallcorporatefinance.se

Website: www.fjallcorporatefinance.se

About Qlife

Qlife is a Swedish company based in Helsingborg, which develops and markets an innovative medical technology platform, Egoo.Health (“Egoo”), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company’s Certified Adviser. For additional information, please visit www.qlife.com.

Important information

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which 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.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Directed Issues. Nor does this press release constitute an exemption document in the form prescribed by the Prospectus Regulation Annex IX.

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”), or the securities laws of any state or other jurisdiction of the United States, 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 of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus 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 contrary to this instruction may constitute a violation of applicable securities laws.

In the United Kingdom, this press release 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.

The Company considers that it carries out protection-worthy activities under the FDI Act. According to the FDI Act, the Company must inform presumptive investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the ISP. An investment may be subject to mandatory filing if i) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 percent or more of the total number of votes in the Company, or iii) the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) authorised the investment. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act in relation to the Directed Issues for the individual shareholder.

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. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issues. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important 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 contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly 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 to do so by law or the rules of Nasdaq First North Growth Market.

This disclosure contains information that Qlife Holding AB 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 2026-11-11 18:00 CET.