Magnasense Completes Reverse Takeover of Subgen AI: What Legal Teams Need to Know
Magnasense AB has closed its reverse takeover of Subgen AI Limited. The combined company will operate under the name Subgen AI AB, with a new board and management now in place.
The deal shifts Magnasense's business fully to Subgen AI's operations, while Magnasense's previous operations are spun off. For counsel, this is a classic RTO structure with several moving parts: governance changes, a large share issuance, a planned reverse share split, and listing updates tied to Nasdaq First North Growth Market requirements.
Deal Mechanics at a Glance
- Signing: 22 July 2025. Completion: following the 5 November 2025 EGM approvals and satisfaction/waiver of remaining conditions.
- Structure: Subgen AI becomes a wholly owned subsidiary of the Company; Magnasense's legacy operations are spun off.
- Conditions: All required resolutions passed at the EGM. Settlement with Atlas Special Opportunities, LLC confirmed. Parties state all conditions are fulfilled or waived.
Consideration and Ownership Impact
The purchase price was paid via set-off against newly issued shares in Magnasense (now Subgen AI AB). No cash consideration is disclosed.
- New issuance: 499,081,015,965 ordinary shares and 498,987,606,931 class A shares.
- Subscription price: SEK 0.0021865230 per share.
- Post-closing holding: former Subgen AI shareholders will hold ~98% of total shares and ~99.6% of total votes after registration and local completion steps.
Listing, ISIN, and Ticker Changes
Shares currently trade as MAGNA (ISIN SE0014401121) on Nasdaq First North Growth Market. Following a website update in line with the Nasdaq First North Growth Market Rulebook and completion of a planned reverse share split, the ordinary share ISIN is expected to change to SE0026820854 and the ticker to SUBGEN.
- Timing: first trading day under SUBGEN is expected before end of November 2025; further details will follow from the Company.
- Action point for counsel: coordinate issuer website updates, CSD notifications for ISIN changes, and corporate actions around the reverse split in line with market rules.
- Reference: Nasdaq First North Growth Market overview
Governance Reset
- Board: José Iván Garcia (Chair), Lorenzo Serratosa Gallardo, Leandro Harillo, Eduardo Montes, Christopher Dembik, and continuing member Fredrik Häglund.
- CEO: Lorenzo Serratosa Gallardo.
- Action point: file name change, board changes, and CEO appointment with the Swedish Companies Registration Office; update the Articles to reflect the new company name.
Key Documents and Public Information
A Company Description dated 29 October 2025 covers Subgen AI, the transaction, and expected consequences for the issuer. It is available on the issuer's sites:
Securities Law and Distribution Restrictions
The release states it is not an offer to sell or solicit an offer to buy securities in any jurisdiction. It is not a prospectus under Regulation (EU) 2017/1129, and no prospectus will be prepared for this transaction. Offers or sales in the United States are restricted absent registration or a valid exemption under the U.S. Securities Act of 1933.
- Jurisdictional limits apply, including the United States, Canada, Australia, Hong Kong, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Russia, Belarus, and other restricted jurisdictions.
- Forward-looking statements are included; the Company disclaims any obligation to update except as required by law or Nasdaq First North rules.
- Reference: EU Prospectus Regulation (2017/1129)
Practical Checklist for Legal Teams
- Share issuances: confirm board and EGM authorities, subscription documentation, set-off mechanics, and registration of ordinary and class A shares.
- Cap table and voting: verify post-issuance holdings (~98% shares; ~99.6% votes) and any class rights disclosures.
- Reverse share split: prepare board/EGM minutes, record date, Euroclear Sweden coordination, and market communications.
- ISIN/ticker transition: align issuer website compliance, certified adviser confirmations, market notices, and exchange notifications.
- Corporate filings: implement name change to Subgen AI AB, update Articles, and lodge board/CEO changes with authorities.
- Disclosure controls: maintain insider lists and review Market Abuse Regulation obligations for ongoing updates and timing.
- Third-party arrangements: document completion of the Atlas Special Opportunities, LLC settlement conditions tied to closing.
- Forward-looking content: ensure safe-harbor language and consistency with the Company Description and exchange rules.
Advisers and Contacts
- Financial adviser to Subgen AI: Eminova Partners Corporate Finance AB.
- Legal adviser to Magnasense: Moll Wendén Advokatbyrå AB.
- Certified Adviser: Eminova Fondkommission AB | adviser@eminova.se
- Company contact: info@subgen.ai
About Subgen AI
Subgen AI builds enterprise AI infrastructure and proprietary agent-centric AI-as-a-Service software under the Serenity Star brand. The company serves clients in healthcare, energy, legal, and HR across Europe, Latin America, and the United States.
On the listing move, CEO Lorenzo Serratosa said the team aims to position the company as a European leader in sovereign AI and welcomes a broader base of shareholders from its new home in Sweden.
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