Beyond Frames carries out a directed share issue of approximately SEK 3.1 million

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The board of directors of Beyond Frames Entertainment AB (publ) ("Beyond Frames" or the "Company") has on August 25 2026 resolved to issue maximum 1,863,541 new shares at a subscription price of SEK 1.70 per share in a directed share issue to, among others, the existing shareholders Calyptra AB, and to Sebastian Clausin (the "Directed Issue"). All investors have entered into subscription undertakings. The net proceeds from the Directed Issue will improve the Company's ability to act on new opportunities in line with the Beyond Frames evolving strategy, to utilize the production capabilities and market knowledge to pursue higher-margin opportunities across XR and adjacent areas of interactive entertainment, including PC and console projects, as well as non-gaming enterprise partnerships. Beyond Frames also has the intention to carry out a second share issue, which will be subject for EGM decision. 

THE DIRECTED ISSUE

The board of directors of Beyond Frames has on August 25 2026 resolved, pursuant to the authorization granted by the annual general meeting on 21 May 2026, on the Directed Issue of maximum 1,863,541 new shares at a subscription price of SEK 1.70 per share. Through the Directed Issue, the Company will receive gross proceeds of approximately SEK 3.1 million before transaction related costs. The transaction related costs are limited and consist of costs for legal advice and contracting an issuing agent.

The subscription price is SEK 1.70 per share and corresponds to the volume-weighted average price of the Company's share on Spotlight Stock Market during the period 3 August 2026 to 24 August 2026, which represents a premium of approximately 20 percent from the closing price on 24 August 2026. The subscription price per new share in the Directed Issue has been determined by the board of directors of the Company following arms-length negotiations with the investors based on the current share price of Beyond Frame's shares and is therefore, taking into account the feedback from investors that the Company has received, deemed to correspond to the shares' market value.

The participating investors include the existing shareholders Calyptra AB, and  Sebastian Clausin. The participating investors have entered into subscription undertakings.

"With financing secured for new opportunities and for a new project, revenue from our retained portfolio, and a more cost-efficient organization, we believe Beyond Frames enters the next phase on stronger footing." says Ace St. Germain, CEO for Beyond Frames.

BACKGROUND AND REASONS

As Beyond Frames expands, a multitude of high-potential opportunities across XR and adjacent areas are explored. Due to current resource constraints, the ability to capitalize on all partnerships is limited. With the introduced volatility in the internal cash flow forecast calculations for the Company's catalog of titles, due to several market factors, the Company has explored financing to ensure cash flow stability while focusing on the company's next phase. 

The reasons for deviating from the shareholders' preferential rights are as follows. The Company's board of directors has thoroughly evaluated the option of raising capital through a rights issue and determined that, for several reasons, it is more beneficial for both the Company and its shareholders to pursue capital raising through the Directed Issue. The Company's board of directors has, in preparation of the Directed Issue, contacted both already existing shareholders in the Company, who were been selected on objective grounds, and potential institutional investors and has subsequently decided to direct the issue to already existing shareholders to ensure that the Directed Issue could be carried out on swift and favorable terms for the Company. Whereby on the contrary, a rights issue would have involved a significantly longer execution time, increased costs and complexity and an exposure to potential market volatility considering the volatility that has characterized the market during the previous years compared to the Directed Issue.

The proceeds from the Directed Issue will be used to ensure a stable cash flow while capitalizing on high-potential opportunities across XR and adjacent areas which the Company expects will benefit the Company's global competitive position in the market.

Considering the above, the board of directors has concluded that the Directed Issue, deviating from the shareholders' preferential rights, is the most advantageous option for the Company's continued development and to take advantage of the opportunity to obtain capital for the Company on favorable terms, which is deemed to be in the best interest of the Company's shareholders.

NUMBER OF SHARES AND SHARE CAPITAL

Through the Directed Issue the number of shares and votes outstanding in the Company will increase by maximum 1,863,541 from 18,635,409 to maximum 20,498,950. The share capital will increase by a maximum SEK 186,354 SEK. The Directed Issue will entail a dilution of approximately 9.1 percent based on the number of shares and votes in the Company after the Directed Issue.

Through the Directed Issue, Calyptra AB will subscribe for approx. 880,000 shares and Sebastian Clausin will subscribe for approx.700,000 shares. As a result of the Directed Issue, Calyptra AB will hold approx.12 percent of the shares and votes in Beyond Frames, and Sebastian Clausin will hold approx.4 percent.

¹In addition, Calyptra AB's owner Erik Åfors holds an additional 0.1 percent of the shares and votes in the Company through private ownership.