The Board of Directors of JonDeTech resolves on a partially secured rights issue of units of approximately MSEK 54.8, subject to approval by an Extraordinary General Meeting, and takes out bridge loan

The Board of Directors of JonDeTech Sensors AB (publ) (“JonDeTech” or the “Company”) announces that the Board of Directors has today resolved to carry out a rights issue of units, consisting of shares and warrants of series TO6, of approximately MSEK 54.8 (the “Rights Issue”), subject to approval of the resolution at an Extraordinary General Meeting planned to be held on 2 December 2026. The subscription period will run from 8 December 2026 up to and including 22 December 2026. The Rights Issue is secured in advance to approximately 50 percent through subscription commitments entered into by members of the Company’s management and Board of Directors, as well as a guarantee undertaking. To secure the Company’s liquidity needs until the Rights Issue has been completed, the Company has entered into agreements for bridge loans totalling MSEK 4 on market terms. The notice convening the Extraordinary General Meeting is intended to be published through a separate press release.

 “2026 has been an important year for JonDeTech. We have taken clear steps forward in our commercial development, with two Design Wins and growing interest from international customers. This demonstrates that there is demand for our technology and provides us with a solid foundation to build on. Our digital sensors J30D and J45D have attracted growing interest, particularly within digital health, wearables and continuous temperature monitoring, and we see good opportunities to further develop these customer dialogues.

Going forward, our focus is on converting the interest and customer projects we have built up into more commercial business and increased delivery volumes. At the same time, we continue to work on cost efficiency and clear commercial priorities. We have invested in our technology and products for several years and are now beginning to see concrete commercial results from that work. With the financing in place, we will be better positioned to continue our development and take the next step in JonDeTech's commercialization.

I look forward with great confidence to continuing our work on JonDeTech's development.” – Jonas Wærn, CEO

 
Summary of the Rights Issue
· Anyone who is registered as a shareholder in the Company's share register on the record date of 4 December 2026 will receive one (1) unit right for each share held in the Company. One (1) unit right entitles the holder to subscribe for one (1) unit. One (1) unit consists of five (5) shares and five (5) warrants of series TO6.
· The subscription price in the Rights Issue amounts to SEK 0.55 per unit, corresponding to SEK 0.11 per share. The warrants are issued free of charge.
· If the Rights Issue is fully subscribed, the Company will receive approximately MSEK 54.8 before issue costs. Upon full exercise of all warrants of series TO6 issued as part of the units, the Company may receive an additional approximately MSEK 59.7 before issue costs.
· The subscription period for the Rights Issue will run from 8 December 2026 up to and including 22 December 2026.
· The Rights Issue is covered to approximately 0.7 percent by subscription commitments and approximately 49.3 percent by guarantee undertakings. The Rights Issue is thus covered to approximately 50 percent by subscription commitments and guarantee undertakings.
· The Rights Issue is conditional upon the Extraordinary General Meeting approving the Board of Directors' resolution on the Rights Issue and resolving on an amendment to the Articles of Association and a reduction of the share capital.
· The full terms and instructions for the Rights Issue, as well as other information about the Company, will be presented in the EU follow-on prospectus expected to be published on or around 3 December 2026 (the "Prospectus").
 
Background and Rationale in Brief
Over the past year, the Company has taken significant steps from technology development and verification to customer validation and commercialization. Through an increased focus on the digital sensor systems J30D and J45D, JonDeTech has established a growing international customer pipeline and, during 2026, converted customer projects into two Design Win agreements, one of which has resulted in the Company's first commercial order.
 
The Company's focus going forward is to convert additional customer projects into Design Wins, carry out customer integrations, and prepare production and delivery capacity for expected commercial orders and increased volumes.
 
Against this background, and to capitalize on the commercial opportunities that have arisen as customer interest in the Company's digital sensors, particularly J30D, has increased, as well as the progress made through Design Wins and commercial customer projects, JonDeTech's Board of Directors has resolved, subject to approval by an Extraordinary General Meeting, to carry out a rights issue of units of approximately MSEK 54.8, consisting of shares and warrants. The issue costs are estimated to amount to approximately MSEK 4.9. The net proceeds from the Rights Issue of approximately MSEK 49.8 are intended to be allocated to the following areas of use, listed in order of priority:
· Repayment of bridge loan financing obtained in connection with the Rights Issue, approximately 8 percent.
· Repayment of a previously obtained loan facility, approximately 13 percent.
· Sales activities and execution of customer projects, approximately 53 percent.
· Inventory build-up and production preparations to ensure delivery capacity, approximately 26 percent.
 
Terms of the Rights Issue
· The Company's Board of Directors has resolved, subject to subsequent approval at an Extraordinary General Meeting of the Company on 2 December 2026, to carry out the Rights Issue.
· Anyone who is registered as a shareholder in JonDeTech's share register on the record date of 4 December 2026 will receive one (1) unit right for each share held in the Company. One (1) unit right entitles the holder to subscribe for one (1) unit. One (1) unit consists of five (5) shares and five (5) warrants of series TO6.
· The subscription price is SEK 0.55 per unit, corresponding to SEK 0.11 per share. The warrants are issued free of charge.
· If the Rights Issue is fully subscribed, the Company will receive issue proceeds of approximately MSEK 54.8, before issue costs.
· The subscription period for subscription of units will run from 8 December 2026 up to and including 22 December 2026.
· The Rights Issue entails the issuance of a maximum of 99,577,003 units, corresponding to 497,885,015 shares and 497,885,015 warrants of series TO6.
· As part of the Rights Issue, the Board of Directors will propose that the Extraordinary General Meeting resolves to reduce the Company's share capital by SEK 14,239,511.429, without cancellation of shares and for the purpose of covering losses, from SEK 18,720,476.564 to SEK 4,480,965.135.
· To enable the reduction of the share capital and the Rights Issue, the Board of Directors will propose that the Extraordinary General Meeting resolves on the necessary amendments to the limits for the share capital and the number of shares in the Company's Articles of Association. The Board of Directors' complete proposals for resolutions will be presented in the notice convening the Extraordinary General Meeting.
 
Warrants of Series TO6
· Each warrant of series TO6 entitles the holder to subscribe for one (1) new share in the Company.
· The subscription price for subscription of shares through the exercise of warrants of series TO6 amounts to SEK 0.12 per share.
· The warrants of series TO6 may be exercised for subscription of new shares during the period from 31 May 2027 up to and including 14 June 2027.
· If the Rights Issue is fully subscribed and all warrants of series TO6 included in the offered units are fully exercised, the Company may receive a maximum of approximately MSEK 59.7 before issue costs.
· The warrants of series TO6 are intended to be admitted to trading on NGM Growth Market as soon as possible after final registration with the Swedish Companies Registration Office.
 
Number of Shares, Share Capital and Dilution
Through the Rights Issue, the share capital may increase by a maximum of SEK 22,404,825.675, from SEK 4,480,965.135 (after the reduction of the share capital has been completed) to SEK 26,885,790.810. The number of shares in the Company may increase by a maximum of 497,885,015, from 99,577,003 shares to 597,462,018 shares, corresponding to a maximum dilution effect of 83.3 percent of the number of shares and votes in the Company.
 
The Board of Directors intends to propose to the Extraordinary General Meeting on 2 December 2026 that the share capital be reduced by a total of SEK 14,239,511.429, from SEK 18,720,476.564 to SEK 4,480,965.135, to cover losses. The reduction of the share capital is carried out to provide the Company with a more appropriate quota value. Following the reduction, the quota value of each share will amount to SEK 0.045.
 
Upon full exercise of the warrants of series TO6, following full subscription of the Rights Issue, the number of shares in the Company will increase by a maximum of 497,885,015 shares, from 597,462,018 shares to 1,095,347,033 shares, corresponding to a maximum additional dilution effect of 45.5 percent of the number of shares and votes in the Company. The share capital may increase by a maximum of SEK 22,404,825.675, from SEK 26,885,790.810 to SEK 49,290,616.485.
 
Subscription Commitments and Guarantee Undertakings
The Company has received subscription commitments amounting to approximately MSEK 0.4, corresponding to approximately 0.7 percent of the Rights Issue. In addition, Mangold Fondkommission AB[1] has entered into a guarantee undertaking of approximately MSEK 27.0, corresponding to approximately 49.3 percent of the Rights Issue. The Rights Issue is thus covered in total to 50 percent by subscription commitments and guarantee undertakings.
 
For the guarantee undertaking, compensation of 22.5 percent of the guaranteed amount will be paid in units, on the same terms as the units in the Rights Issue. The compensation is intended to be paid through a directed issue of units to the guarantor, which requires a resolution by the Board of Directors pursuant to an authorization from the General Meeting. The Board of Directors considers it beneficial for the Company to offer compensation to the guarantor in the form of units, as this has a positive effect on the Company's liquidity. The guarantee undertaking is not secured by a bank guarantee, blocked funds, pledges or similar arrangements. Further information regarding the parties that have entered into subscription commitments and the guarantee undertaking will be included in the Prospectus, which is expected to be published on or around 3 December 2026.
 
Bridge Loans
To secure the Company's liquidity needs until the Rights Issue has been completed, the Company has taken out bridge loans totaling MSEK 4 from an external investor. As compensation for the loan, an arrangement fee of 5 percent and monthly interest of 2 percent will be paid. According to the bridge loan agreement entered into, the loan shall be repaid in connection with the Rights Issue or no later than 31 March 2027.
 
Prospectus
Full information regarding the Rights Issue and information about the Company will be provided in the Prospectus, which is expected to be published on or around 3 December 2026.
 
Preliminary Timetable for the Rights Issue

 
Advisors
Mangold Fondkommission AB is the financial advisor and Eversheds Sutherland Advokatbyrå is the legal advisor to JonDeTech in connection with the Rights Issue.
 
For more information, please contact:
Jonas Wærn, CEO
tel: +46 703 22 86 63
jonas.waern@jondetech.com


About JonDeTech
JonDeTech is a Swedish high-tech company developing digital and analogue heat sensors for measuring Core Body Temperature (CBT). The Company’s patented sensor technology combines a very small form factor with high accuracy and low power consumption, enabling integration into high-volume products such as wearables, medical sensors and other consumer products. The technology is designed to enable continuous body temperature monitoring in mass-produced consumer products, representing the next major technological step in digital health and wearables as body temperature data becomes as established as heart rate monitoring. JonDeTech operates through a global network of distributors and partners, with the objective of supplying sensors to leading global players in consumer electronics and digital health.
 
JonDeTech’s share is listed on NGM Growth Market.
 
Read more at www.jondetech.com.
 
Important Information
The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in the Company. No action has been taken and no action will be taken to permit a public offering in any jurisdictions other than Sweden. The invitation to relevant persons to subscribe for units in JonDeTech will only be made through the Prospectus, which will be published by the Company on or around 3 December 2026 on JonDeTech's website, www.jondetech.com. The Swedish Financial Supervisory Authority's forthcoming approval of the Prospectus should not be understood as an endorsement of the Company's shares, warrants or other securities. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in the Company. The information in this press release is intended solely to describe the background to the Rights Issue and does not purport to be complete or exhaustive. No representation or warranty is made regarding the accuracy or completeness of the information in this press release. This press release constitutes an advertisement in accordance with Article 2(k) of the Prospectus Regulation.
The information in this press release may not be disclosed, published or distributed, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require measures other than those required under Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities laws. No shares, warrants or other securities in the Company have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction of the United States.
In the United Kingdom, this document and any other materials relating to the securities referred to herein are distributed and directed only at, and any investment or investment activity to which this document relates is available only to and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth persons referred to in Article 49(2)(a)–(d) of the Order (all such persons being collectively referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this press release or act or rely on it.
 
Forward-looking statements
This press release contains forward-looking statements relating to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the use of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in many cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no guarantee that they will materialize or that they are correct. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for many different reasons, differ materially from those expressed in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause actual developments to differ materially from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and readers of this press release should not place undue reliance on the forward-looking statements contained herein. The information, opinions and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and may be subject to change. Neither the Company nor any other person undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances arising in relation to the contents of this press release, unless required by law or NGM's rules for issuers.
 
[1] Mangold Fondkommission AB has entered into (and may enter into) put option agreements for a predetermined fee with a number of natural and legal persons, under which Mangold Fondkommission AB has the right to sell any units acquired in the Rights Issue at a price corresponding to the subscription price in the Rights Issue.