Under the Investment Agreement, the Company intends to issue up to five (5) tranches of convertible loans, with a total contemplated size of SEK 277 million. Adam Back is entitled to invest in the Company through up to four (4) additional tranches of convertible loans (the “Future Tranches”) for a total amount of up to approximately SEK 128 million. Upon request of a tranche Adam Back is obliged to invest in the relevant Tranche with SEK 15,750,000 in the second tranche (the “Second Tranche”), SEK 23,625,000 in the third tranche (the “Third Tranche”), SEK 35,437,500 in the fourth tranche (the “Fourth Tranche”), and SEK 53,156,250 in the fifth tranche (the “Fifth Tranche”). The contemplated size for each tranche is twice the entitled amount of Adam Back.

The final allocation of convertible loans in the Initial Tranche as well as the size and allocation of any Future Tranches will be determined by the Company, subject to Adam Back being entitled to an allocation of at least 50 percent.

Adam Back may request the Second Tranche within ninety (90) days from signing of the Initial Tranche, the Third Tranche within ninety (90) days from signing of the Second Tranche, the Fourth Tranche within ninety (90) days from signing of the Third Tranche and the Fifth Tranche within ninety (90) days from signing of the Fourth Tranche. In the event Adam Back does not request a Future Tranche within the deadline, the right to request subsequent Future Tranches lapses.

The convertible loans shall bear no interest and, in each case, mature after five (5) years. The loans may at any time, upon request by the investor, be converted into shares of the Company. The conversion price shall be SEK 1.75 per share in the Initial Tranche and, in the event of any Future Tranches, SEK 2.28 in the Second Tranche, SEK 2.96 in the Third Tranche, SEK 3.84 in the Fourth Tranche and SEK 5.00 in the Fifth Tranche. If the Company’s share price trades at a volume-weighted average price (VWAP) exceeding 33 percent above the conversion price for a cumulative period of 20 trading days, the Company retains the right to require conversion. Assuming full conversion into shares of the Initial Tranche, the Company's share capital may increase by up to SEK 1,200,000 through the issue of 12,000,000 new shares, corresponding to a dilution of approximately 9.3 percent.

Conversion of the loan into shares is conditional on the necessary resolutions to issue new shares being passed by the general meeting or by the Board within the framework of an authorisation.

The Board has carefully considered the possibility of raising capital through a rights issue but concluded that the convertible loan structure, including the deviation from existing shareholders’ preferential rights, serves the best interests of the Company. This financing solution ensures swift access to capital while reinforcing the Company’s strategic position through the involvement of value-aligned investors, including Adam Back whose involvement is considered of significant strategic value. Further, the convertible loan structure is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue.

The conversion price has been determined through arm’s length negotiations with the investor and taking into account the Company's financing needs, the alternative cost of other financing and the assessed market interest for an investment in the Company. It is the Board's judgement, based on the above factors, that the conversion price reflects current market conditions and current demand. Against this background, the Board considers the conversion price to be on market terms.

Important information

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