Realfiction carries out a rights issue of units of approximately SEK 50 million, renegotiates outstanding loan and updates its financial calendar
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Handel & varor |
| Industri | Sällanköpsvaror |
The board of directors of Realfiction Holding AB (“Realfiction” or the “Company”) has today resolved to carry out a rights issue of shares and warrants (“units”) with preferential rights for the Company's existing shareholders of approximately SEK 50 million before issue costs (the “Rights Issue”). The Rights Issue is subject to approval by the annual general meeting, which the board of directors has decided to postpone to 30 June 2025. Realfiction intends to use the net proceeds from the Rights Issue, after repayment of part of the loan that the Company raised from Fenja Capital II A/S (“Fenja Capital”, formerly Formue Nord Fokus A/S) in February 2024, to finance its commercial activities related to its Directional Pixel TechnologyTM (“DPT”). The subscription price is SEK 15.00 per unit. The Rights Issue is covered by guarantee commitments up to approximately 60 per cent of the Rights Issue. Notice to the annual general meeting will be published through a separate press release. In connection with the Rights Issue, the Company has also renegotiated the outstanding loan from Fenja Capital. As part of the renegotiation, Realfiction has undertaken to issue warrants to Fenja Capital, free of charge. Due to the Rights Issue, the Company has decided to postpone the publication of the annual report for 2024. The annual report for 2024 will be published on 9 June 2025, instead of 2 June 2025 as previously communicated.
Summary of the Rights Issue
- The Rights Issue comprises a maximum of 3,325,241 units where each unit consists of two (2) new shares and one (1) warrant series TO 2.
- The subscription price is SEK 15.00 per unit, corresponding to SEK 7.50 per share. The warrants series TO 2 are issued free of charge.
- Existing shareholders will receive one (1) unit right for each share held on the record date on 30 July 2025. Six (6) unit rights entitle the holder to subscribe for one (1) unit in the Company.
- Upon full subscription in the Rights Issue, Realfiction will receive approximately SEK 50 million before deduction of issue costs.
- In September 2026, the Company may receive additional proceeds if the warrants series TO 2 issued in the Rights Issue are exercised for subscription of shares.
- The subscription period in the Rights Issue will run from and including 1 August 2025 up to and including 15 August 2025. Unit rights that are not exercised during the subscription period become invalid and lose their value.
- The last day of trading in the Company’s share including the right to receive unit rights in the Rights Issue is 28 July 2025. The shares are traded excluding the right to receive unit rights in the Rights issue from 29 July 2025.
- The Rights Issue is covered by guarantee commitments up to approximately 60 per cent of the Rights Issue.
- The Rights Issue is subject to approval by the annual general meeting. As a result, the board of directors has decided to postpone the annual general meeting to 30 June 2025. Notice to the annual general meeting will be published through a separate press release.
- In connection with the Rights Issue, the Company has renegotiated the outstanding loan raised in February 2024 from Fenja Capital. As part of the renegotiation, Realfiction has undertaken to issue 1,260,091 warrants series 2025/2030 to Fenja Capital, free of charge.
- The Company intends to publish a prospectus regarding the Rights Issue around 30 July 2025 (the “Prospectus”).
Background and reason
To finance the Company’s repayment of part of the loan that the Company raised from Fenja Capital in February 2024, and to secure the Company’s working capital and development needs and to be able to carry out the Company’s business plan and strategy, the board of directors has resolved to carry out the Rights Issue. If fully subscribed, the Rights Issue is estimated to provide Realfiction with approximately SEK 50 million before issue costs, which are expected to amount to approximately SEK 9 million. Realfiction intends to use the net proceeds from the Rights Issue, after repayment of part of the outstanding loan from Fenja Capital (including accrued interest and arrangement fee) with an aggregate amount of approximately SEK 6 million, to finance its commercial activities related to its Directional Pixel TechnologyTM (DPT). These activities include advancing partner collaboration projects for specific use cases and pursuing license agreements with commercial and industrial partners, by refining key DPT components for mass production and integration in display products.
The Company expects that the funding from the Rights Issue, together with expected project-related sales revenue in 2025–2026 and per-unit royalty fees from late 2026 or early 2027, as presented in the commercial update published today in a separate press release, will create a financial runway of at least 18–24 months.
If all warrants series TO 2 issued in the Rights Issue are exercised for subscription of shares, the Company will receive additional net proceeds of up to approximately SEK 33 million, based on a maximum subscription price of SEK 10.00 per share and after deduction of issue costs of approximately SEK 2 million. The net proceeds received are intended to be used as working capital.
“With strong commercial traction for our DPT technology amongst world-class partners and potential partners in the display industry, we believe that we are close to a commercial tipping point for DPT. This financing round, and expected sales revenue as stated above, will provide us with a good chance of reaching breakeven during the next 18–24 months. After that, we aim to scale up the market considerably, which would enable us to become a highly profitable company due to our IP-driven business model”, comments Clas Dyrholm, CEO of Realfiction.
Terms and conditions of the Rights Issue
The board of directors has today, subject to approval by the annual general meeting on 30 June 2025, resolved to carry out the Rights Issue. The Rights Issue comprises a maximum of 3,325,241 units, corresponding to a maximum of 6,650,482 shares and 3,325,241 warrants series TO 2. Those who are registered as shareholders in the Company on the record date 30 July 2025 are entitled to subscribe for units with preferential rights. One (1) existing share entitles to one (1) unit right and six (6) unit rights entitle to subscription of one (1) unit in the Company. Each unit consists of two (2) new shares and one (1) warrant series TO 2.
The subscription price in the Rights Issue is SEK 15.00 per unit, corresponding to SEK 7.50 per share. The warrants series TO 2 are issued free of charge. Upon full subscription in the Rights Issue, Realfication will initially receive issue proceeds of approximately SEK 50 million before deduction of issue costs. In the event that all warrants series TO 2 issued in the Rights Issue are exercised for subscription of shares, the Company will receive additional issue proceeds of approximately SEK 33 million, based on a maximum subscription price of SEK 10.00 per share, and before deduction of issue costs.
The subscription period runs during the period 1 – 15 August 2025. Unit rights that are not utilized during the subscription period will become invalid and lose their value. Trading in unit rights will take place on Nasdaq First North Growth Market during the period 1 – 12 August 2025 and trading in BTU (paid subscribed unit) is expected to take place on Nasdaq First North Growth Market from and including 1 August 2025 up to and including 5 September 2025.
One (1) warrant series TO 2 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) per cent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the period from and including 31 August 2026 up to and including 14 September 2026, however not less than the share’s quota value and not more than SEK 10.00. Subscription of shares by exercise of warrants series TO 2 shall be made during the period 16 – 30 September 2026. The warrants are intended to be admitted to trading on Nasdaq First North Growth Market after final registration of the Rights Issue with the Swedish Companies Registration Office.
If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the Rights Issue: firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units; secondly, to those who have subscribed for units in the Rights Issue without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and thirdly, to those who have provided guarantee commitments with regard to subscription of units, in proportion to such guarantee commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Change of share capital and number of shares and dilution
Upon full subscription in the Rights Issue, the number of shares in Realfiction will increase by 6,650,482 shares, from 19,951,447 shares to 26,601,929 shares and the share capital will increase by SEK 665,048.20 from SEK 1,995,144.70 to SEK 2,660,192.90. This means that existing shareholders who choose not to participate in the Rights Issue will, if fully subscribed, experience a dilution of approximately 25 per cent of their votes and capital in the Company.
In the event all warrants series TO 2 are fully exercised to subscribe for new shares in the Company, the number of shares will increase by an additional 3,325,241 shares to a total of 29,927,170 shares and the share capital will increase by an additional SEK 332,524.10 to SEK 2,992,717. This entails an additional dilution from the warrants of approximately 11 per cent.
Upon a fully subscribed Rights Issue and full exercise of the warrants series TO 2, the total dilution will amount to approximately 33 per cent.
Guarantee commitments
Realfiction has entered into guarantee commitments with external investors amounting to SEK 30 million, corresponding to approximately 60 per cent of the Rights Issue. According to the guarantee commitments, cash compensation is paid with 15 per cent of the guaranteed amount, corresponding to a total of approximately SEK 5 million, or alternatively 15 per cent of the guaranteed amount in the form of newly issued units in the Company, on the same terms as units issued in the Rights Issue. The guarantee commitments are not secured by bank guarantee, blocked funds, pledge, or similar arrangement.
In order to enable issue of units as guarantee compensation to the guarantors who choose to receive guarantee compensation in the form of newly issued units, the board of directors has proposed that the annual general meeting on 30 June 2025, among other things, resolves on approval of the Rights Issue and authorization for the board of directors to resolve upon issue of such units to guarantors.
Prospectus
Complete terms and conditions for the Rights Issue and other information about the Company will be included in the Prospectus that the Company is expected to publish around 30 July 2025.
Preliminary timetable for the Rights Issue
| 30 June 2025 | Annual general meeting |
| 28 July 2025 | Last day of trading including the right to receive unit rights |
| 29 July 2025 | First day of trading excluding the right to receive unit rights |
| 30 July 2025 | Estimated date for publication of the Prospectus |
| 30 July 2025 | Record date for participation in the Rights Issue |
| 1 – 12 August 2025 | Trading in unit rights on Nasdaq First North Growth Market |
| 1 – 15 August 2025 | Subscription period |
| 1 August – 5 September 2025 | Trading in paid subscribed units (Sw. “BTU”) |
| Around 19 August 2025 | Publication of outcome in the Rights Issue |
Renegotiation of outstanding loan
In connection with the Rights Issue, the Company has renegotiated the outstanding loan raised in February 2024 from Fenja Capital. For further details, please see the Company’s press release from 5 February 2024. The Company will, in connection with the Rights Issue, repay a nominal amount of SEK 5 million under the loan, together with accrued interest, by set-off or payment in cash (depending on allotment in the Rights Issue). After repayment, SEK 15 million will be outstanding under the loan (the "New Loan"). The New Loan is subject to an arrangement fee of 4 percent of the loan amount and the loan bears an annual interest rate at STIBOR 3M (however minimum 3 percent) plus an interest margin of 11 per cent, paid on a quarterly basis. The maturity date for the New Loan occurs 18 months after the repayment of SEK 5 million under the existing loan as described above.
In connection with the New Loan, Realfiction has also undertaken to issue 1,260,091 warrants series 2025/2030 to Fenja Capital, free of charge. The warrants may be exercised for subscription of shares in the Company from and including registration with the Swedish Companies Registration up to and including 31 May 2030 at a subscription price of SEK 10.50, corresponding to 140 per cent of the subscription price per share in the Rights Issue. Upon full exercise of the warrants, the Company may thus receive issue proceeds of approximately SEK 13 million before transaction costs. The warrants are subject to terms and conditions that contain customary recalculation terms and a dilution protection, meaning that the subscription price and the number of shares that each warrant entitles to may be adjusted in connection with certain directed share issues.
The board of directors intends to resolve on the issue of warrants to Fenja Capital pursuant to an authorization from the annual general meeting intended to be held on 30 June 2025, no later than five business days following the registration of the Rights Issue with the Swedish Companies Registration Office. If all warrants are exercised for subscription of shares, the number of shares will increase by 1,260,091 and the share capital will increase by SEK 126,009.10.
Annual general meeting and updated financial calendar
The board of directors’ resolution on the Rights Issue is subject to approval by the annual general meeting. As a result, the board of directors has decided to postpone the annual general meeting from 23 June 2025 to 30 June 2025. The resolution on the Rights Issue is conditional upon the annual general meeting also resolving to amend the Articles of Association in accordance with the board of directors’ proposal to the annual general meeting, as well as authorizations for the board of directors to resolve on the issue of units to the guarantors and warrants to Fenja Capital. Notice to the annual general meeting will be published through a separate press release.
Due to the Rights Issue, the Company has updated its financial calendar. The annual report for 2024 will be published on 9 June 2025, instead of 2 June 2025 as previously communicated.
Advisers
Västra Hamnen Corporate Finance AB acts as financial adviser and Setterwalls Advokatbyrå AB acts as legal adviser to the Company in connection with the Rights Issue. Nordic Issuing AB acts as issuer agent in connection with the Rights Issue.