The subscription period in Realfiction's rights issue of units begins today
The subscription period in Realfiction's rights issue of units begins today
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE REFER TO “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
Today, 13 October 2026, the subscription period begins for Realfiction Holding AB's (“Realfiction” or the “Company”) rights issue of units (shares and warrants of series TO3), with preferential rights for the Company's existing shareholders (the "Rights Issue"). The Rights Issue was resolved by the Board of Directors on 1 October 2026, supported by the authorization from the Annual General Meeting 2026. The subscription period runs until 27 October 2026. Note that some banks and nominees may have an earlier deadline for subscription in the Rights Issue. Shareholders are therefore advised to check with their bank or nominee whether an earlier deadline applies. Subscription for units in the Rights Issue may also take place without the support of unit rights. The Rights Issue comprises a maximum of approximately SEK 36 million before deduction of transaction-related costs and is covered by an underwriting commitment from Vator Securities AB (“Vator Securities”) amounting to SEK 21.6 million, corresponding to approximately 60 percent of the Rights Issue. 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”) in May 2025 and the bridge loan from Tellus Equity AB, to finance the next stage of the commercialization of its Directional Pixel TechnologyTM (“DPT”).
Summary of the Rights Issue
- On 1 October 2026, the Board of Directors of Realfiction resolved on the Rights Issue, initially amounting to a maximum of approximately SEK 36 million before deduction of transaction-related costs. Shareholders registered in the share register maintained by Euroclear Nordics AB (“Euroclear”) as of the record date, 9 October 2026, will receive one (1) unit right for each share held on the record date. Seven (7) unit rights entitle the holder to subscribe for one hundred (100) units. One (1) unit consists of one (1) share and one (1) warrant of series TO3.
- The subscription price amounts to SEK 0.10 per unit, corresponding to SEK 0.10 per share. Warrants of series TO3 are issued free of charge.
- Upon full subscription, the Rights Issue will provide Realfiction with approximately SEK 36 million before deduction of transaction-related costs. The net proceeds from the Rights Issue will be used, after repayment of SEK 4 million of the outstanding loan from Fenja Capital and the bridge loan from Tellus Equity AB, to finance the next stage of the commercialization of DPT.
- Provided that the Rights Issue is fully subscribed and that all warrants of series TO3 are exercised at the maximum exercise price of SEK 0.14 per share, the Company may, in April 2027, receive an additional approximately SEK 50.4 million before deduction of transaction-related costs (excluding warrants of series TO3 attached to any units issued as underwriting compensation).
- The subscription period for the Rights Issue will run from and including 13 October 2026 up to and including 27 October 2026.
- The Company’s co-founders Clas Dyrholm (CEO and board member) and Peter Simonsen (board member), together with the Company’s Head of R&D, Steen Iversen, and CFO, Torben Okkels, have expressed their intention to subscribe for units in the Rights Issue for an aggregate amount of approximately SEK 700,000, as announced on 22 September 2026.
- The Rights Issue is covered by an underwriting commitment entered into with Vator Securities amounting to SEK 21.6 million, corresponding to approximately 60 percent of the Rights Issue.
- As announced on 20 August 2026, the Company has, in connection with the Rights Issue, 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. After repayment, approximately SEK 7 million will be outstanding under a new loan with extended maturity. As part of the renegotiation, the Company has undertaken to issue warrants of series 2026/2031 to Fenja Capital, free of charge, corresponding to a total dilution of 5 percent following completion of the Rights Issue, including any units issued as underwriting compensation. The exercise price will be SEK 0.14 per share. The warrants carry full dilution protection, subject to certain exceptions, until 31 August 2031, including after repayment of the loan, as further described in the Information Memorandum. The exercise price of the warrants of series 2026/2031 amounts to SEK 0.14, corresponding to 140 percent of the subscription price per share in the Rights Issue.
- As previously announced, the Company has raised a bridge loan of SEK 2 million from Tellus Equity AB to ensure the Company’s liquidity requirements until the Rights Issue has been completed. The loan is to be repaid in connection with completion of the Rights Issue or, at the latest, by 15 November 2026.
- In connection with the Rights Issue, the Company published an information memorandum (the “Information Memorandum”) on 9 October 2026.
Live presentation at Investor Studios today
As previously announced, Realfiction’s CEO, Clas Dyrholm, will present the Company and its roadmap ahead at Investor Studios’ Invest Live today, 13 October 2026, at 15:20 CEST, followed by a live Q&A session. The presentation and Q&A will be held in English. Questions can be submitted during the event via the live chat or sent in advance to fraga@investorstudios.se, with “Realfiction” in the subject line. The presentation can be followed live via the link below or on Investor Studios’ YouTube channel. A recording of the presentation and Q&A will be made available after the event on Realfiction’s website and on Investor Studios’ YouTube channel.
Link to live presentation: Invest Live October 13, 2026
Subscription with preferential rights (with unit rights)
Subscription in the Rights Issue with unit rights shall be made through simultaneous cash payment no later than 27 October 2026.
Shareholders who on the record date were directly registered with Euroclear (i.e. with shares held in a VP account) will receive a pre-printed issue statement together with a payment form. If a different number of unit rights than stated in the pre-printed issue statement is exercised for subscription, a special application form, which may be ordered from Vator Securities (www.vatorsecurities.se) by telephone or e-mail, must be used.
Shareholders whose holdings of shares in the Company were nominee-registered with a bank or other nominee on the record date will not receive a pre-printed issue statement. Instead, subscription and payment must be made in accordance with instructions from the respective bank or nominee. Note that some banks and nominees may have an earlier deadline for subscription in the Rights Issue. Shareholders are therefore advised to check with their bank or nominee whether an earlier deadline applies.
Subscription without preferential rights (without unit rights)
Subscription for units in the Rights Issue may also take place without the support of unit rights. Subscription without unit rights shall take place during the same period as subscription with unit rights, i.e., from and including 13 October 2026 up to and including 27 October 2026.
Directly registered shareholders and other investors who wish to subscribe for units without unit rights shall submit their application via Vator Securities’ website, https://vatorsecurities.se/sv/offers.
For nominee-registered shareholders, applications to subscribe for units without unit rights shall be submitted to the respective bank or nominee and in accordance with the bank or nominee's instructions, or, if the shareholding is registered with multiple banks or nominees, to each of them. In order to invoke subsidiary preferential rights, the subscription must be carried out through the bank or nominee, as otherwise there is no possibility of identifying a particular subscriber who has subscribed for units both with and without the support of unit rights.
Investment teaser and Information Memorandum
The Information Memorandum has been prepared in connection with the Rights Issue and was published on 9 October 2026. The Information Memorandum, containing more information about Realfiction, the complete terms and conditions of the Rights Issue and instructions for subscription, is available on the Company's website, www.realfiction.com. In addition, the Company has made an investment teaser available on its website. The investment teaser constitutes marketing material and does not replace the Information Memorandum.
Timetable for the Rights Issue
- Subscription period: 13-27 October 2026.
- Trading in unit rights: 13-22 October 2026.
- Trading in BTUs: from and including 13 October 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 28 October 2026.
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.
For more information about the Rights Issue, please contact:
Navia Corporate Finance AB
Email: info@naviacf.se
Telephone: +46 010-148 76 80
www.naviacorporatefinance.com