FlexQube completes a directed share issue of approximately SEK 40 million
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
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The Board of Directors of FlexQube AB (publ) ("FlexQube" or the "Company") has, in accordance with what was announced by the Company through a press release yesterday, resolved to carry out a directed share issue of 3,326,810 shares at a subscription price of SEK 10.22 per share, to qualified investors and certain existing shareholders, as well as a directed share issue of up to 587,085 shares to the Company’s Chairman of the Board Christian Thiel, and CEO Anders Fogelberg, subject to subsequent approval by an extraordinary general meeting (the "Directed Share Issue"). Through the Directed Share Issue, the Company will receive proceeds of approximately SEK 40.0 million before transaction costs. The subscription price for the shares in the Directed Share Issue has been determined through an accelerated bookbuilding procedure carried out by Corpura Fondkommission AB. Christian Thiel will subscribe for shares corresponding to a maximum of approximately SEK 5.0 million and Anders Fogelberg will subscribe for shares corresponding to a maximum of approximately SEK 1.0 million. In addition, certain existing shareholders, including RoosGruppen AB, Nils-Robert Persson via Möllan Konsult AB, Brofund Equity AB and Gunnar Brock, have subscribed for a portion of the Directed Share Issue corresponding to approximately SEK 11.7 million. Moreover, a number of new investors have subscribed for shares in the Directed Share Issue. Part of the Directed Share Issue is subject to approval by an extraordinary general meeting of FlexQube which is expected to be held on 24 October 2025. Notice of the Extraordinary General Meeting will be published through a separate press release.
The Directed Share Issue
The bookbuilding procedure, which was announced by the Company yesterday, has been completed, and the Board of Directors of FlexQube has resolved on a directed share issue of up to 3,913,895 shares corresponding to issue proceeds of approximately SEK 40.0 million before deduction of costs attributable to the Directed Share Issue. According to the resolution of the Board of Directors, the Directed Share Issue shall be carried out in three tranches through separate issue resolutions; i) a directed issue of 1,340,000 shares resolved on the basis of the authorization granted by the annual general meeting on 14 May 2025 ("Tranche 1"), ii) a directed issue of 1,986,810 shares subject to subsequent approval by the extraordinary general meeting ("Tranche 2") and iii) a directed issue of up to 587,085 shares subject to subsequent approval by the extraordinary general meeting directed to Christian Thiel and Anders Fogelberg ("Tranche 3").
The subscription price has been determined through an accelerated bookbuilding procedure, and the subscription price in Tranche 1 and Tranche 2 corresponds to a discount of approximately 0.7 percent compared to the closing price of the Company’s share on Nasdaq First North Growth Market on 6 October 2025 or a discount of approximately 10.0 percent compared to the 30-day volume-weighted average price (VWAP) for the Company’s share on Nasdaq First North Growth Market up to and including 6 October 2025. The subscription price in Tranche 3 shall correspond to the VWAP for the Company’s share on Nasdaq First North Growth Market for the last 30 trading days ending on 9 October 2025, however not less than SEK 10.22 (corresponding to the subscription price in Tranches 1 and 2) and not more than SEK 12.26 (corresponding to a premium of approximately 20 percent in relation to the subscription price in Tranches 1 and 2), which is justified by the limited liquidity in the Company’s share.
"FlexQube is in an exciting phase, taking important steps to meet the growing demand for flexible and scalable automation solutions. The directed share issue attracted significant interest from both existing and new investors, resulting in an increased issue size of SEK 40 million, compared with the SEK 30 million initially planned.
The strong interest is a clear sign of market confidence in our strategy and enables us to accelerate our initiatives. With the strengthened financial position, we are now well positioned to deliver ongoing projects and prepare the organization for a higher volume of large-scale customer engagements.
The proceeds will primarily be used to drive growth and strengthen the organization in sales, project management, and engineering, enabling us to manage more parallel automation projects, with a strong focus on North America. Part of the funds will also be used to further develop FlexQube’s AMR platform and selected initiatives within software and robotics.
In addition, investments are planned in marketing, business development, and partnerships to further strengthen the company’s position within automated material handling across several key markets.
– The strong interest in the share issue demonstrates that the market shares our belief in FlexQube’s potential. This enables us to accelerate our growth strategy and ensure we can deliver on a growing order book, while further strengthening our technical platform and our ability to meet future customer needs", says Anders Fogelberg, CEO of FlexQube.
Use of the proceeds
The purpose of the Directed Share Issue is to provide the Company with sufficient working capital to be able to secure production and delivery of larger volume orders. FlexQube has recently announced two pilot orders from an existing US customer and is continuing to work with several other existing customers to increase the order book. The Company’s Board of Directors aims to strengthen the Company’s financial position for the future and future volume orders.
Deviation from shareholders’ preferential rights
In the preparations for the Directed Share Issue, the Company’s Board of Directors has analyzed the conditions for and carefully considered the possibility of raising capital through a rights issue. The conclusion of this assessment is, under the current circumstances, that the Directed Share Issue is the most advantageous alternative 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: (i) a rights issue would take significantly longer to complete, which would have risked that the Company would miss out on the opportunity to raise capital that secures the Company’s liquidity needs in the short and medium term, which could ultimately impair the Company’s financial and operational flexibility, (ii) through the Directed Share Issue, the Company’s shareholder base can be diversified and strengthened with additional financially strong investors and broaden the base of financially strong shareholders who are deemed to have the financial ability to support the Company’s operations in the long term, which is further deemed to strengthen the Company’s ability to execute the Company’s growth strategy, (iii) the completion of the Directed Share Issue is deemed to take place at significantly lower cost and with less complexity than a rights issue, (iv) in light of the prevailing market conditions and the volatility that has been observed in the stock market, the Board of Directors has assessed that a rights issue would also require significant underwriting from an underwriting consortium, which would entail high costs and/or further dilution for the shareholders depending on the form of consideration paid for such underwriting commitments and (v) in light of the fact that the Company in September 2023 carried out a rights issue that was only subscribed to approximately 52.5 percent, the Board of Directors assesses that a new rights issue would probably not be fully subscribed, which would mean that the Company cannot meet its capital needs. In view of the above, the Board of Directors believes, after an overall assessment, that the Directed Share Issue is the most advantageous alternative for the Company to raise capital in a cost- and time-efficient manner to strengthen the Company’s financial position, while maintaining the most value in the Company and being most beneficial to the Company’s shareholders.
Resolutions at the Extraordinary General Meeting
The Company will issue a notice to an Extraordinary General Meeting to approve the issuance of Tranche 2 and Tranche 3 in the Directed Share Issue, which is expected to be held on 24 October 2025. The issue of Tranche 2 and Tranche 3 is conditional upon approval by an Extraordinary General Meeting. A valid resolution regarding Tranche 2 requires the approval of at least 2/3 (two-thirds) of the votes cast and shares represented at the Extraordinary General Meeting. A valid resolution regarding Tranche 3 requires the approval of at least 9/10 (nine-tenths) of the votes cast and shares at the Extraordinary General Meeting.
Change in the number of shares and votes
Through the Directed Share Issue, the number of shares and votes in FlexQube will increase by a maximum of 3,913,895, from 13,404,152 to 17,318,047. The share capital will increase by a maximum of 391 389.50 SEK, from 1,340,415.20 SEK to 1,731,804.70 SEK. The Directed Share Issue entails a dilution for existing shareholders of a maximum of approximately 22.60 percent after completion of the Directed Share Issue. In Tranche 1, 1,340,000 shares are issued based on the authorization granted by the Annual General Meeting on 14 May 2025. In Tranche 2, 1,986,810 shares are issued and in Tranche 3, a maximum of 587,085 shares are issued, both tranches are subject to subsequent approval by the Extraordinary General Meeting.
Advisors
Corpura Fondkommission AB, www.corpura.se, is acting as Sole Global Coordinator and Sole Bookrunner in connection with the Directed Share Issue. Baker McKenzie Advokatbyrå is acting as legal advisor to the Company in connection with the Directed Share Issue. Aqurat Fondkommission AB acts as issuing agent.