Realfiction intends to resolve on a rights issue of units of approximately SEK 36 million, renegotiates outstanding loan with Fenja Capital II A/S and raises a bridge loan with Tellus Equity AB

“We believe Realfiction has reached an important commercial inflection point. The core functionality of DPT has been demonstrated, our new patent-pending nematic SLM architecture has the potential to significantly accelerate industrialisation, and we continue to experience growing interest from leading global technology and display companies. Several industry participants are currently evaluating opportunities to engage with Realfiction as we move towards the next stage of commercialization, including potential participation in the development and evaluation of a commercially representative DPT platform. Our objective is now to complete the physical validation of the nematic SLM architecture and deliver the evaluation platform requested by prospective customers. Subject to successful validation, we believe this could pave the way for customer-funded development partnerships, future licensing opportunities and broader strategic alternatives currently being explored as part of the Company's ongoing strategic review," says Clas Dyrholm, CEO of Realfiction.

Summary

• The Board of Directors of Realfiction today announces its intention to resolve on the Rights Issue amounting to initially a maximum of approximately SEK 36 million before deduction of transaction-related costs. The Board of Directors’ resolution and the final terms of the Rights Issue, including the subscription price, are expected to be announced on October 1, 2026. The Board of Directors’ intention to resolve on the Rights Issue is subject to approval to amend the Articles of Association at EGM 1, planned to be held on September 23, 2026. The notice of EGM 1 will be announced in separate press release. The Board of Directors intends to resolve on the Rights Issue, to issue units to the underwriter Vator Securities and warrants to Fenja Capital based on the authorization granted from the annual general meeting 2026. The information in this press release is preliminary and reflects the Board of Directors’ intentions as of the date of this press release.
• Realfiction intends to use the net proceeds from the Rights Issue, after repayment of part of the loan of SEK 4 million to Fenja Capital, to finance the next stage of the commercialization of DPT.
• The Rights Issue is covered by an underwriting commitment entered with Vator Securities amounting to SEK 21.6 million, corresponding up to approximately 60 percent of the Rights Issue.
• The Company’s shareholders will have preferential rights to subscribe for units in the Rights Issue in proportion to the number of shares held on the record date. Information regarding how many unit rights is received for a certain number of existing shares, as well as how many unit rights are required to subscribe for one unit, is expected to be announced on October 1, 2026. The Company intends to issue one (1) warrant of series TO3 per one (1) new share in the Rights Issue. Furthermore, any interim shares/shares issued through the exercise of warrants of series TO2 during September 2026 will accordingly carry preferential rights in the Rights Issue.
• The subscription price in the Rights Issue is intended to correspond to a TERP (Theoretical Ex-Rights Price) discount of approximately 35 percent to the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the period from and including September 3, 2026 up to and including September 30, 2026, however not lower than the quota value of the share (SEK 0.10 ) and not higher than SEK 1 (rounded to the nearest whole öre). Warrants of series TO3 will be issued free of charge.
• The subscription period for the Rights Issue is expected to run from and including October 13, 2026 up to and including October 27, 2026. The last day of trading in the Company’s share including the right to receive unit rights in the Rights Issue is expected to be October 7, 2026.
• Warrants of series TO3 may raise additional funds for the Company, with a planned exercise period in April 2027. The warrants are intended to have a variable exercise price, with the lowest possible exercise price being the share’s quota value and the highest possible exercise price to correspond to 140 percent of the subscription price in the Rights Issue.
• In connection with the Rights Issue, the Company has renegotiated the outstanding amount of SEK 11 million of the loan of SEK 15 million raised in May 2025 from Fenja Capital. The Company will, in connection with the Rights Issue, repay a nominal amount of SEK 4 million under the loan, together with accrued interest. After repayment, approximately SEK 7 million will be outstanding under a new loan with extended maturity (the "New Loan"). As part of the renegotiation, Realfiction has undertaken to issue warrants of series 2026/2031 to Fenja Capital, free of charge. The number of warrants to be issued shall correspond to a total dilution of 5 percent calculated on the total number of shares outstanding in the Company immediately after the completion of the Rights Issue.
• In order to fund operations until completion of the Rights Issue, the Company has raised a bridge loan of SEK 2 million from Tellus Equity AB, who is also participating as an investor pursuant to put option agreements entered into with Vator Securities.
• The Board of Directors of the Company intends to call for EGM 2 where the Incentive Programs will be proposed. By replacing parts of future cash remuneration and salaries with equity-based remuneration under the program, the Company expects to realize cash savings of approximately SEK 3.6 million over the next 24 months, thereby contributing to preserving the Company's cash resources and extending its cash runway. The proposed program aims to align the long-term interest of the board and management with those of the shareholders and support the implementation of the Company’s strategic transition toward a more scalable commercial model.
• Due to the Rights Issue and Incentive Programs, the Board of Directors has resolved to postpone the publication of the interim report for the third quarter of 2026 to November 30, 2026 instead of November 26, 2026 as previously communicated.
• The Company will prepare and publish an information memorandum (“Information Memorandum”) in connection with the Rights Issue.

Background and motive
Realfiction has reached a pivotal stage in its development. Having validated the core functionality of DPT through multiple working demonstrators, the Company's focus has shifted from proving the technology to enabling its scalable industrialisation and commercial deployment. With a promising nematic SLM approach now undergoing physical validation, growing commercial interest from leading global technology and display companies, and an ongoing strategic review supporting future partnership and licensing opportunities, the Company is well positioned to advance towards its next value-creating milestones. Realising this potential, however, requires securing the necessary financial platform.

To finance the Company’s repayment of part of the loan of SEK 15 million that the Company raised from Fenja Capital in May 2025 (of which approximately SEK 11 million plus interest since July 1, 2026 remains outstanding today), and to secure the Company’s working capital requirements and to enable the execution of its business plan and strategy, the Board of Directors has resolved on the intention to carry out the Rights Issue. If fully subscribed, the Rights Issue is estimated to provide Realfiction with approximately SEK 36 million before transaction-related costs. Realfiction intends to use the net proceeds from the Rights Issue, after repayment of part of the outstanding loan from Fenja Capital with an aggregate amount of approximately SEK 4 million, to finance the Company’s next stage of commercialization of DPT. The proceeds are intended to complete the physical validation of the Company's patent-pending nematic Spatial Light Modulator (SLM) approach, which has been designed to leverage existing LCD manufacturing infrastructure while preserving the core capabilities of DPT. Successful physical validation is expected to substantially reduce industrialization complexity and enable the development of a commercially representative DPT evaluation platform for demonstration and evaluation by prospective industry participants. The evaluation platform is intended to support customer evaluations, potential development partnerships and future licensing discussions, while the remaining proceeds will provide general working capital to support the Company's commercial activities and strategic review.

Based on the level of underwriting commitment, the Company expects the net proceeds from the Rights Issue to provide a financial runway until June 2027 assuming that the Incentive Programs are approved by EGM 2. This estimate excludes any potential revenues or other funding that may arise from third-party participation in development of, or evaluation of, the Company's DPT evaluation platform. Furthermore, net proceeds from warrants of series TO3 during April 2027 are intended to be used as further working capital, supporting an extended financial runway and repayment of the New Loan.

Rights Issue
The Board of Directors of Realfiction intends to resolve on a rights issue of units (shares and warrants of series TO3), with preferential rights for existing shareholders, amounting to initially a maximum of approximately SEK 36 million before deduction of transaction-related costs, based on the authorization granted from the annual general meeting 2026.

The Board of Directors’ resolution and the final terms of the Rights Issue, including the subscription price, are expected to be announced on October 1, 2026. The Board of Directors’ intention to resolve on the Rights Issue is subject to approval to amend the Articles of Association at EGM 1, planned to be held on September 23, 2026. The Board of Directors intends to resolve on the Rights Issue, to issue units to the underwriter Vator Securities and warrants to Fenja Capital based on the authorization granted from the annual general meeting 2026. The information in this press release is preliminary and reflects the Board of Directors’ intentions as of the date of this press release.

The Company’s shareholders will have preferential rights to subscribe for units in the Rights Issue in proportion to the number of shares held on the record date. Information regarding how many unit rights is received for a certain number of existing shares, as well as how many unit rights are required to subscribe for one unit, is expected to be announced on October 1, 2026. The Company intends to issue one (1) warrant of series TO3 per one (1) new share in the Rights Issue. Furthermore, any interim shares/shares issued through the exercise of warrants of series TO2 during September 2026 will accordingly carry preferential rights in the Rights Issue. The general public will also have the right to subscribe for units in the Rights Issue.

The subscription price in the Rights Issue is intended to correspond to a TERP (Theoretical Ex-Rights Price) discount of approximately 35 percent to the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the period from and including September 3, 2026 up to and including September 30, 2026, however not lower than the quota value of the share (SEK 0.10) and not higher than SEK 1 (rounded to the nearest whole öre). Warrants of series TO3 will be issued free of charge.

The subscription period for the Rights Issue is expected to run from and including October 13, 2026 up to and including October 27, 2026. The last day of trading in the Company’s share including the right to receive unit rights in the Rights Issue is expected to be October 7, 2026. The first day of trading in the Company’s share excluding the right to receive unit rights is expected to be October 8, 2026. The record date of the Rights Issue is hence expected to be October 9, 2026.

Underwriting commitment
Realfiction has entered into an agreement regarding underwriting with Vator Securities, on customary terms, conditional upon the Rights Issue being resolved, amounting in total to SEK 21.6 million, corresponding to approximately 60 percent of the Rights Issue. For the underwriting commitment, a commission of 16 percent of the underwritten amount will be paid in cash compensation, alternatively 16 percent, plus an additional 2 percent in cash, in the event the underwriter chooses compensation in the form of additional units in the Company. Vator Securities has the required authorization to act as underwriter and has entered into separate put option agreements with a number of investors for the transfer of any units allocated upon fulfillment of the aforementioned underwriting.

The underwriting commitment is a so-called bottom up underwriting, covering subscriptions up to approximately 60 percent of the Rights Issue, however not more than SEK 21.6 million. The underwriting commitment is not secured through bank guarantee, blocked funds, pledges or similar arrangements.

Should Vator Securities choose to receive underwriting compensation in the form of additional units, the Board of Directors intends to resolve on a directed issue of such units to Vator Securities based on authorization granted from the annual general meeting 2026. The terms of any such directed issue will correspond to the terms of the Rights Issue and will be announced separately.

Both Fenja Capital and Tellus Equity AB have entered into put option agreements with Vator Securities in connection with the Rights Issue. Vator Securities shall have the right to satisfy its obligation to pay for the relevant units in the Rights Issue through set-off against e.g. transferred existing loan receivables.

Warrants of series TO3
Warrants of series TO3 will be issued free of charge. One (1) TO3 is intended to entitle the holder to subscribe for one (1) new share during April 2027. The exercise price shall correspond to 70 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during a measurement period of ten (10) trading days ending two (2) trading days before the beginning of the exercise period. The minimum exercise price shall correspond to the share’s quota value and the highest possible exercise price to 140 percent of the subscription price in the Rights Issue. TO3 is intended to be admitted to trading on Nasdaq First North Growth Market.

The final terms and conditions of warrants of series TO3, including the exercise period, are expected to be announced on October 1, 2026, along with the detailed terms of the Rights Issue.

Indicative timetable for the Rights Issue

• EGM 1 to resolve on amended Articles of Association and EGM 2 to resolve on the Incentive Programs: September 23, 2026.
• Board resolution and announcement of final terms for the Rights Issue: October 1, 2026.
• Publication of Information Memorandum: October 9, 2026.
• Last day of trading in Realfiction’s shares including the right to receive unit rights: October 7, 2026.
• First day of trading in Realfiction’s shares excluding the right to receive unit rights: October 8, 2026.
• Record date for participation in the Rights Issue: October 9, 2026.
• Subscription period: October 13-27, 2026.
• Trading in unit rights: October 13-22, 2026.
• Trading in BTUs: from and including October 13, 2026 until after the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading in BTUs will be announced through a separate press release after completion of the Rights Issue.
• Press release announcing the outcome of the Rights Issue: around October 28, 2026

Information Memorandum
An Information Memorandum containing the complete terms and conditions of the Rights Issue is intended to be published through a separate press release on or around October 9, 2026 and will be available on the Company’s website (www.realfiction.com).

Bridge loan and renegotiation of outstanding loan
To ensure the Company’s liquidity requirements until the Rights Issue has been completed, the Company has entered into an agreement for a bridge loan totaling SEK 2 million from Tellus Equity AB. The bridge loan bears an arrangement fee of 5 percent and fixed interest of 5 percent for the bridge period ending on November 15, 2026. The loan is to be repaid in connection with completion of the Rights Issue or, at the latest, by November 15, 2026. If the bridge loan has not been repaid in full by the maturity date, default interest will accrue at a rate of 4 percent for each commenced monthly period.

In connection with the Rights Issue, the Company has renegotiated the outstanding amount of SEK 11 million of the initial loan of SEK 15 million raised in May 2025 from Fenja Capital. For further details, please see the Company’s press release from May 28, 2025. The Company will, in connection with the Rights Issue, repay a nominal amount of SEK 4 million under the loan, together with accrued interest. After repayment, approximately SEK 7 million will be outstanding under 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 percent, paid on a quarterly basis. The maturity date for the New Loan occurs December 31, 2027 after the repayment of SEK 4 million under the existing loan as described above. Out of the proceeds received by the Company upon exercise of the warrants of series TO3, 50 percent of the net proceeds shall be used to amortize the New Loan up to the full amount of approximately SEK 7 million.

The New Loan must be repaid in full upon any new share issue by the Company (subject to customary exceptions, e.g. not applicable to the intended Rights Issue), the Company may not take up further loans without Fenja Capital’s written consent, and Fenja Capital has a right to participate in any directed share issue by set-off against the New Loan and a preferential right to enter into put option agreements in any future rights issue. From and including June 30, 2027, the Company must amortise the New Loan to the extent the outstanding amount exceeds 10 percent of the Company’s market capitalisation at any interest payment date. In the event of default, any outstanding amount under the New Loan, including any due interest, will accrue compounding default interest at four (4) percent per 30-day period, replacing the ordinary interest. Furthermore, Fenja Capital may convert amounts outstanding under the New Loan into shares through directed share issues at a discount, and the Company is required to carry out a rights issue within 15 days with secured proceeds sufficient to repay the New Loan in full and to fund the Company’s operations for a minimum of 12 months.

In connection with the New Loan, Realfiction has also undertaken to issue warrants of series 2026/2031 to Fenja Capital, free of charge. The number of warrants of series 2026/2031 to be issued shall correspond to a total dilution of 5 percent (rounded downwards to the nearest whole number of shares) calculated on the total number of shares outstanding in the Company immediately after the completion of the planned Rights Issue (including any potential units issued to Vator Securities as agreed remuneration for the underwriting in the Rights Issue). The exercise price for the warrants shall correspond to 140 percent of the subscription price in the Rights Issue, rounded to the nearest whole öre. The warrants will be subject to terms and conditions that contain recalculation terms that entail a so-called "full dilution protection", meaning that Fenja Capital, with certain exceptions, shall be compensated in the event of corporate actions so that Fenja Capital always has the right to subscribe for shares corresponding to a total dilution of 5 percent calculated on the total number of outstanding shares in the Company. In the event of a dilutive corporate action, Fenja Capital shall have the right to be granted additional warrants to maintain a total dilutive effect of 5 percent of the total number of shares following such corporate action, with the exercise price of such additional warrants adjusted to the lower of (a) 140 percent of the subscription price in the relevant corporate action and (b) any recalculated exercise price determined in accordance with the warrant terms and conditions. Fenja Capital's rights regarding additional warrants shall continue to apply even after the New Loan has been repaid or the loan agreement has expired, and shall only cease to apply once the warrants mature on August 31, 2031.

The Board of Directors intends to resolve to issue warrants of series 2026/2031 to Fenja Capital based on the authorization granted from the annual general meeting 2026, immediately after completion of the Rights Issue. If the Company has not issued and registered the warrants by January 29, 2027, Fenja Capital shall be entitled to request cash compensation. The warrants will be exercisable for subscription of ordinary shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office up to and including August 31, 2031. The warrants will not be admitted to trading.

Implementation of Incentive Programs to provide for a longer runway
In connection with the Rights Issue, EGM 2 will be asked to resolve on the proposed Incentive Programs under which the Board of Directors and members of senior management will replace a significant portion of their future cash remuneration with equity-based remuneration in the form of options (the "Options"), subject to approval by EGM 2.

A maximum of 40,000,000 options will be allotted the to Board of Directors and a maximum of 20,000,000 options will be allotted to the senior management.

Each option entitle the holders a right to acquire one new share in the Company against cash consideration at a subscription price amounting to the higher of: a) the subscription price in the upcoming Rights Issue, however not lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including October 13, 2026 up to and including October 27, 2026. The subscription price and the number of shares that each option entitles right to may be subject to re-calculation in the event of a bonus issue, split, rights issue etc. In order to enable delivery of shares under the Incentive Programs, it will also be proposed that EGM 2 resolves on a directed issue of warrants and approval of transfer of warrants.

The Options are intended to vest monthly over a period of twenty-four (24) months, with one twenty-fourth (1/24) vesting each month, and vested Options may be exercised during 30 days from the day following after the announcement of the Company’s quarterly reports. The options may in no event be exercised later than 31 December 2031. The 24-month vesting period constitutes a deviation from the three-year period generally recommended under Swedish market practice, and the reasons for such deviation will be set out in the EGM 2 documentation in accordance with applicable market practice.

In addition, EGM 2 will be asked to approve a proposal to reduce the cash remuneration payable to the Board of Directors to SEK 0 for the relevant remuneration period.

Together, these measures are expected to realize cash savings of approximately SEK 3.6 million over the next 24 months, thereby contributing to preserving the Company's cash resources and extending its cash runway. The proposed Incentive Programs aim to align the long-term interests of the Board of Directors and management with those of the shareholders and support the implementation of the Company’s strategic transition toward a more scalable commercial model. The Options will be allotted free of charge to the participants, in lieu of reduced cash remuneration and salaries.

Further information on the Incentive Programs, such as timeline, existing incentive programs and dilution effects, will be included in the notice of EGM 2.

EGM 1 and EGM 2
The Board of Directors’ intention to resolve on the Rights Issue is subject to approval to amend the Articles of Association at EGM 1, planned to be held on September 23, 2026. Furthermore, the Incentive Programs and the related proposal to amend the resolution on Board remuneration adopted by the 2026 annual general meeting will be proposed at EGM 2, also planned to be held on September 23, 2026. The notices of EGM 1 and EGM 2 will be announced in separate press releases.

Postponement of interim report for the third quarter of 2026
Due to the Rights Issue and Incentive Programs, the Board of Directors has resolved to postpone the publication of the interim report for the third quarter of 2026 to November 30, 2026 instead of November 26, 2026 as previously communicated.

Advisors
Navia Corporate Finance (www.naviacorporatefinance.com) acts as financial advisor and Sole Bookrunner in connection with the Rights Issue. Fredersen Advokatbyrå AB acts as legal advisor to the Company in connection with the Rights Issue. Vator Securities AB acts as issuing agent in connection with the Rights Issue.