Cereno Scientific gives notice to attend Extraordinary General Meeting

CRNO BRegulatoriskt pressmeddelande2026-11-13 08:00

The shareholders of Cereno Scientific AB (publ), reg. no. 556890-4071, (the “Company”) are hereby given notice to attend the Extraordinary General Meeting to be held on Tuesday 15 December 2026 at 9.00 at MAQS Advokatbyrå AB’s premises at Masthamnsgatan 13 in Gothenburg, Sweden. Registration for the general meeting will commence at 08.30. Registration of participation at the general meeting will be canceled when the general meeting opens.

Right to participate at the general meeting
Any shareholder wishing to participate at the general meeting must:

be entered in the share register maintained by Euroclear Nordics AB as per Monday 7 December 2026 and, if the shares are nominee-registered, request that the nominee register the voting rights no later than Wednesday 9 December 2026; and
provide notice of their intention to participate at the general meeting in accordance with the instructions under the heading “Notification of participation in person or by proxy”, in such time that the notice is received by the Company no later than Wednesday 9 December 2026.

Notification of participation in person or by proxy
Shareholders who wish to attend the general meeting in person or by proxy shall notify the Company no later than Wednesday 9 December 2026 in one of the following ways:

through a digital form on the Company's website, www.cerenoscientific.com; or
by letter addressed to Cereno Scientific AB, Förändringens gata 10, 431 53 Mölndal, Sweden (mark the envelope “EGM 2026”).

The notice must include the shareholder’s name, address, telephone number, personal identification number or company registration number as well as the number of attendees (no more than two (2)).

Shareholders who wish to be represented by a proxy must issue a written and dated Power of Attorney for the proxy. Power of Attorney forms may be obtained through the Company and will also be available on the Company's website, www.cerenoscientific.com. The Power of Attorney should, if possible, be submitted in original to the Company at the above-stated address in due time prior to the general meeting. Representatives of legal entities must include a copy of the current Certificate of Registration or other applicable documents.

Nominee-registered shares

To be entitled to participate at the general meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders’ register maintained by Euroclear Nordics AB. Such temporary registration of voting rights carried out by the nominee no later than Wednesday 9 December 2026 will be taken into account in the preparation of the share register. This means that the shareholder must notify the nominee of their wish for voting rights registration in due time in accordance with the nominee’s procedures.

Business on the general meeting
Proposed agenda:

Opening of the general meeting;
Election of chairperson of the general meeting;
Preparation and approval of the voting register;
Election of one or two persons to verify the minutes;
Determination of whether the general meeting has been duly convened;
Approval of the agenda;
Resolution regarding amendment of the Articles of Association (share capital and number of shares);
Resolution regarding authorization for the Board of Directors to resolve on issues of shares and warrants;
Resolution regarding adjustment authorization;
Closing of the general meeting.

Proposed resolutions by the Board of Directors
2. Election of chairperson of the general meeting

The Board of Directors proposes lawyer Eric Ehrencrona, or, in the event of an impediment, the person appointed by the Board of Directors to be elected as the chairperson of the general meeting.

7. Resolution regarding amendment of the Articles of Association (share capital and number of shares)

The Board of Directors proposes that the general meeting resolves to adopt new Articles of Association, whereby the limits for the share capital and the number of shares are amended as follows.

The amendments are proposed in order to enable the rights issue of units, consisting of shares of series B and warrants of series TO6 and series TO7, which the Company announced on 12 November 2026 that the Board of Directors intends to resolve on by virtue of an authorization from the general meeting (the “Rights Issue”).

Current wording	Proposed wording
§ 4 Share capital The share capital shall be not less than SEK 31,208,732 and not more than SEK 124,834,928.	§ 4 Share capital The share capital shall be not less than SEK 432,385,202.90 and not more than SEK 1,729,540,811.60.
§ 5 Number of shares and share class The number of shares in the Company shall be not less than 312,087,320 and not more than 1,248,349,280. [The following paragraphs shall not be changed]	§ 5 Number of shares and share class The number of shares in the Company shall be not less than 4,323,852,029 and not more than 17,295,408,116. [The following paragraphs shall not be changed]

It is noted that the above range adjustments for the share capital and the number of shares assume that the Rights Issue is fully subscribed for at the lowest possible subscription price (the share’s quota value). In addition to the wordings proposed above, the Board of Directors’ proposal encompasses all alternative amendments to the Articles of Association with ranges for the share capital (§ 4) and the number of shares (§ 5, first paragraph) falling between the limits in the current Articles of Association and the ranges proposed above, including both extremes. For each alternative, the maximum share capital and the maximum number of shares shall each be four times the corresponding minimum share capital and minimum number of shares, provided that neither maximum exceeds the respective maximum limit proposed above. It is proposed that the general meeting resolve to adopt all of these alternative amendments to the Articles of Association.

It is proposed that the Board of Directors be authorized to register the Company’s new Articles of Association in accordance with one of these alternative amendments to the Articles of Association, based on what the Board of Directors considers most appropriate after taking into account the outcome of the Rights Issue. Accordingly, only one of the adopted alternatives will be registered with the Swedish Companies Registration Office.

The Articles of Association are intended to be registered after the Board of Directors has resolved on the Rights Issue by virtue of authorization from the general meeting and the final outcome of the Rights Issue is known.

The resolution is conditional upon the general meeting resolving in accordance with the Board of Directors’ proposal to authorize the Board of Directors to resolve on issues under item 8 of the agenda and upon the resolution being registered with the Swedish Companies Registration Office. For a valid resolution in accordance with this item, the approval of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting is required.

8. Resolution regarding authorization for the Board of Directors to resolve on issues of shares and warrants

The Board of Directors proposes that the general meeting resolve to authorize the Board of Directors, until the next Annual General Meeting, on one or more occasions, with or without preferential rights for the shareholders, to resolve on issues of new shares of series B and/or warrants carrying the right to subscribe for shares of series B, for payment in cash, by set-off or with non-cash consideration. The aggregate number of shares of series B that may be issued and shares of series B that may be subscribed for upon exercise of warrants issued under the authorization may not exceed the number that, together with the corresponding increase in share capital, falls within the limits set out in the Articles of Association finally registered with the Swedish Companies Registration Office in accordance with the general meeting’s resolution to amend the Articles of Association. The warrants may be issued free of charge.

The purpose of the authorization is to enable capital raising to finance the Company’s operations, including but not limited to carrying out the Rights Issue. The reasons for allowing the Board of Directors to resolve on issues deviating from the shareholders’ preferential rights are to provide the Company with flexibility to meet its capital requirements in a time- and cost-efficient manner and to enable the issue of new shares and/or warrants as underwriting compensation in the event that underwriting commitments are entered into with the Company to secure the Rights Issue, or otherwise to issue new shares and/or warrants to ensure the completion of the Rights Issue. If the Board of Directors deems it appropriate in order to enable delivery of shares in connection with an issue as described above, the issue may be carried out at a subscription price corresponding to the quota value of the shares.

The resolution is conditional upon the general meeting resolving in accordance with the Board of Directors’ proposal to amend the Articles of Association under item 7 of the agenda. For a valid resolution in accordance with this item, the approval of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting is required.

9. Resolution regarding adjustment authorization

The Board of Directors, the CEO or the person appointed by the Board of Directors, shall be authorized to make such minor amendments of the resolution by the general meeting that may prove necessary in connection with registration of the resolutions.

Number of shares and votes
The total number of shares and votes in the Company on the date of this notice is 722,248 shares of series A with ten votes each, and 323,129,781 shares of series B with one vote each, which means that the total number of shares in the Company amounts to 323,852,029 and the total number of votes in the Company amounts to 330,352,261. The Company holds no treasury shares.

Other
The shareholders are reminded of the right to, at the general meeting, request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Documents to be considered at the general meeting will be available at the Company’s office at Cereno Scientific AB, Förändringens gata 10, 431 53 Mölndal, Sweden, and on the Company’s website, www.cerenoscientific.com, no later than two (2) weeks prior to the general meeting. The documents are also forwarded free of charge to the shareholders who request them and provide their address.

Processing of personal data
Personal data retrieved from the share register maintained by Euroclear Nordics AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website, www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.

Gothenburg in November 2026
Cereno Scientific AB (publ)
The Board of Directors

About Cereno Scientific AB
Cereno Scientific is pioneering treatments to enhance and extend life. The company’s innovative pipeline offers disease-modifying drug candidates to empower people suffering from rare cardiovascular and pulmonary diseases to live life to the fullest.

Lead candidate CS1 is an HDAC inhibitor that works through epigenetic modulation and represents a novel therapeutic approach by targeting the underlying mechanisms of pulmonary arterial hypertension (PAH). CS1 is a well-tolerated oral therapy with a favorable safety profile that has shown encouraging efficacy signals in a Phase IIa trial in patients with PAH, including improvements in right heart function, functional class, risk score and patient quality of life, with early signs consistent with reverse vascular remodeling. An Expanded Access Program confirmed CS1 to be well-tolerated with a favorable safety profile over 12 months of treatment and showed that a majority of patients completing treatment maintained or improved clinical status. CS1 is currently being evaluated in EPIMODE, a global, placebo-controlled Phase IIb trial in PAH. CS014 is a new chemical entity and HDAC inhibitor with a multimodal mechanism of action as an epigenetic modulator having the potential to address the underlying pathophysiology of a range of cardiovascular and pulmonary diseases with high unmet needs. CS014 showed a favorable safety and tolerability profile in Phase I, and is being advanced through a streamlined, FDA-aligned pathway toward Phase IIb in pulmonary hypertension associated with interstitial lung disease (PH-ILD). Cereno Scientific is also advancing the preclinical program CS585, an oral, highly potent and selective prostacyclin (IP) receptor agonist shown to prevent thrombosis without increased bleeding risk, currently being evaluated in antiphospholipid syndrome (APS).

The Company is headquartered in GoCo Health Innovation City in Gothenburg, Sweden, and has a US subsidiary, Cereno Scientific Inc., located in Kendall Square, Boston. Cereno Scientific is listed on the Nasdaq First North (CRNO B). The Company’s Certified Adviser is DNB Carnegie Investment Bank AB, certifiedadviser@carnegie.se. More information can be found on www.cerenoscientific.com.