Biosergen AB: The Board of Directors of Biosergen has resolved on a rights issue of shares of approximately SEK 40 million in connection with the merger with Flerie

Background to and reasons for the Rights Issue

Biosergen announced on 4 April 2026 that the Company had paused the continued development of BSG005 and that the Board of Directors would evaluate various strategic alternatives, including a sale of the asset BSG005, a merger or a reverse acquisition. Following a comprehensive evaluation of available alternatives, the Board of Directors of Biosergen has today, on 26 June 2026, together with Flerie concluded that Flerie's acquisition of Biosergen through the merger constitutes the best path forward for Biosergen and is beneficial for both companies and their respective shareholders. As an integrated part of the agreed transaction structure, the Board of Directors has simultaneously resolved to carry out the Rights Issue, which constitutes a condition for the completion of the merger, for the purpose of securing the financing of the continued development of the Company's drug candidate BSG005.

The Board of Directors considers that the combination with Flerie entails a number of strategic benefits for Biosergen, including, among other things:

• The merger creates conditions for long-term sustainable financing of Biosergen's operations and the continued development of BSG005.
• Through the merger, Biosergen's shareholders gain ownership in a larger, financially stronger and more diversified life science company with access to significant industrial expertise and a broad international network.
• The combined company is expected to have better opportunities to attract capital, establish strategic partnerships and execute value-creating transactions than Biosergen as a standalone company.
• Flerie's experience in pharmaceutical development, regulatory processes, CMC, manufacturing and commercialisation is expected to strengthen the conditions for developing and maximising the value of BSG005. The Board of Directors considers in particular that Flerie's expertise and network in pharmaceutical manufacturing and scale-up can contribute to reducing development risks and streamlining the continued development of the project.
• The merger also creates better conditions for Biosergen to operate in a private environment, where the Company can fully focus on its pharmaceutical development without the limitations that a stock exchange listing entails in today's capital market, while shareholders continue to gain exposure to future value development through their ownership in Flerie.

In summary, the Board of Directors considers that the merger and the Rights Issue increase the opportunities to realise the long-term value of BSG005 compared to if Biosergen were to continue as a standalone company.

Use of proceeds

If the Rights Issue is fully subscribed, the Company will receive approximately SEK 39.9 million, before deduction of issue costs which are expected to amount to approximately SEK 4.7 million (including the cash guarantee compensation). The net proceeds from the Rights Issue are expected to be used to secure financing of the continued operations and continued development of the Company's project BSG005, including further CMC work, completion of cohort 3 and other clinical work.

The Rights Issue

Those who on the record date of 10 August 2026 are registered as shareholders in Biosergen will receive one (1) subscription right for each share held in the Company. One (1) subscription right entitles the holder to subscribe for thirty-four (34) new shares. The subscription price in the Rights Issue has been set at SEK 0.50 per share. In addition, investors will be offered the opportunity to subscribe for shares without subscription rights.

The subscription period is expected to run from 12 August 2026 to 26 August 2026, or such later date as resolved by the Board of Directors. Trading in subscription rights is expected to take place on Nasdaq First North Growth Market during the period from 12 August 2026 to 21 August 2026, and trading in paid subscribed shares ("BTA") during the period from 12 August 2026 to approximately 10 September 2026.

In the event that not all shares in the Rights Issue are subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed for without subscription rights in accordance with the following allotment principles:

(i)                   Firstly, shares shall be allotted to those who have also subscribed for shares with subscription rights, regardless of whether they were registered as shareholders on the record date or not, pro rata in relation to the number of shares subscribed for by each subscriber with subscription rights, and to the extent this is not possible, by drawing of lots.

(ii)                 Secondly, if not all shares are allotted in accordance with the above, allotment shall be made to those who have registered an interest to subscribe for shares without preferential rights and, in the event of oversubscription, in proportion to the number of shares stated in each subscription form, and to the extent this is not possible, by drawing of lots.

(iii)               Thirdly and lastly, allotment of shares subscribed for without subscription rights shall be made to those who have entered into guarantee undertakings in their capacity as issue guarantors. In the event that allotment to such persons cannot be made in full, allotment shall be made in proportion to the amount guaranteed by each guarantor and, to the extent this is not possible, by drawing of lots.

The complete terms and conditions of the Rights Issue will be set out in an information document which the Company expects to publish on the Company's website on or around 10 August 2026.

Preliminary timetable for the Rights Issue

Subscription and guarantee undertakings

The Company has received subscription undertakings from Östersjöstiftelsen, Ribbskottet AB, Tuvedalen Limited, Hans Wigzell, AB Wigzellproduktion and Christian Horsdal, amounting in aggregate to approximately SEK 18.5 million, corresponding to approximately 46.4 percent of the Rights Issue. All subscription undertakings entered into contain undertakings to vote in favour of the Rights Issue, the reduction of share capital, the necessary amendments to the articles of association, a new share issue authorisation and the approval of the Merger Plan at the Extraordinary General Meeting expected to be held on or around 6 August 2026. No compensation is payable for the subscription undertakings provided.

In addition, the Company has received guarantee undertakings from Flerie Invest (a wholly owned subsidiary of Flerie), Tuvedalen Limited and Christian Horsdal in an aggregate amount of SEK 21.4 million, corresponding to approximately 53.6 percent of the Rights Issue. Under the guarantee undertaking from Flerie Invest, a guarantee compensation of five percent of the guaranteed amount shall be paid in cash, corresponding to a total of approximately SEK 0.9 million. Under the guarantee undertakings from Tuvedalen Limited and Christian Horsdal, a guarantee compensation of five percent of the guaranteed amount shall be paid in cash, corresponding to a total of approximately SEK 0.1 million, or ten percent of the guaranteed amount in the form of newly issued shares in the Company, on otherwise the same terms as in the Rights Issue, including the subscription price in the Rights Issue. Accordingly, the Rights Issue is covered by subscription and guarantee undertakings of up to approximately SEK 39.9 million, corresponding to 100 percent of the Rights Issue.

The subscription and guarantee undertakings are not secured through bank guarantees, escrow arrangements, pledges or similar arrangements.

Further information regarding the parties that have entered into subscription and guarantee undertakings will be included in the information document that the Company intends to publish before the subscription period in the Rights Issue commences.

Exemption from mandatory bid obligation

Flerie Invest has, in connection with the Rights Issue, entered into a guarantee undertaking of up to approximately SEK 18.9 million. Flerie Invest will apply to the Swedish Securities Council for an exemption from the mandatory bid obligation that may arise in the event that its holding in the Company would amount to 30 percent or more of the voting rights in the Company as a result of the guarantee undertaking.

The conditions for the Swedish Securities Council's decision to grant an exemption from the mandatory bid obligation as a result of the fulfilment of the guarantee undertaking will be that the shareholders are informed, ahead of the General Meeting that is to resolve on the Rights Issue, of the maximum capital and voting share that Flerie Invest may obtain by fulfilling its guarantee undertaking, and that the General Meeting's resolution to approve the Rights Issue is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, disregarding shares held and represented at the meeting by Flerie Invest.

The maximum capital and voting share that Flerie Invest may obtain by fulfilling its guarantee undertaking, provided that the Rights Issue is not fully subscribed, is approximately 46.0 percent of the shares and votes in the Company (calculated on the number of shares in the Company following the Rights Issue, excluding any shares issued as guarantee compensation).

Extraordinary General Meeting

The Company will, through a separate press release, issue a notice to attend an Extraordinary General Meeting, which is expected to be held on or around 6 August 2026, with proposals to approve the Rights Issue, a reduction of share capital, amendments to the articles of association regarding the limits for the Company's share capital and number of shares, a new share issue authorisation and the approval of the Merger Plan. The Rights Issue is further conditional upon the Extraordinary General Meeting of Flerie approving the Merger Plan adopted by the Board of Directors on 26 June 2026.

Shares and share capital

If the Rights Issue is fully subscribed, the number of shares in Biosergen will increase by 79,839,888, from 2,348,232 to 82,188,120, and the share capital will increase by a maximum of SEK 39,919,944.00, from SEK 1,174,116.00 (following the reduction proposed to be resolved by the Extraordinary General Meeting on 6 August 2026) to SEK 41,094,060.00, corresponding to a dilution effect of approximately 97.1 percent.

If Tuvedalen Limited and Christian Horsdal elects to receive its guarantee compensation in the form of new shares in the Company, the number of shares in the Company will increase by an additional 496,150 shares and the share capital will increase by an additional SEK 248,075, corresponding to an additional dilution of approximately 0.6 percent.

Shareholders who choose not to participate in the Rights Issue will have their ownership share diluted by up to approximately 97.2 percent (calculated on the total number of outstanding shares and votes in the Company following the completion of the Rights Issue and any shares issued as guarantee compensation). However, such shareholders have the opportunity to financially compensate themselves for the dilution effect from the Rights Issue by selling their received subscription rights.

Information document

The Company is preparing an information document in connection with the Rights Issue. Further information about the Rights Issue and the Company will be provided in the information document, which is expected to be published on the Company's website on or around 10 August 2026.

Advisors

Zonda Partners is financial advisor and BAHR is legal advisor to the Company in connection with the Rights Issue.

For further information about Biosergen, please contact:

Tine Kold Olesen, CEO

E-mail: tine.olesen@biosergen.net

Telephone: +45 3135 5707

Mark Beveridge, CFO

E-mail: mark.beveridge@biosergen.net

Telephone: +46 76 805 8288

This is information that Biosergen AB is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication, by the agency of the contact persons above, on 26 June 2026.

The Company's Certified Advisor is DNB Carnegie Investment Bank AB (publ).

About Biosergen

Biosergen is a biotechnology company in the clinical stage within the therapeutic field of life-threatening fungal diseases. Biosergen's mission is to develop the drug candidate BSG005, including new formulations, into a new first-line treatment choice for resistant and/or difficult-to-treat invasive fungal infections. The company strives to set a new standard for combating these infections where current treatments are insufficient, thereby saving thousands of lives every year among immunosuppressed cancer, transplant and AIDS patients.

Important Information

The information in this press release is not for release, publication or distribution, whether directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa or in any other state or jurisdiction where such distribution would be prohibited or would require any additional documentation, registration or measures beyond what is governed by Swedish law.

This press release is for informational purposes only and does not constitute an offer to sell or issue, purchase or subscribe for any of the securities described herein (together, the "Securities") or any other financial instrument in Biosergen. Any offer in respect of securities in connection with the Rights Issue will only be made through the information document that Biosergen expects to publish on or around 10 August 2026 (the "Information Document"). Before making an investment decision regarding securities in the Rights Issue, persons reading this press release should ensure that they fully understand and accept the risks that will be set out in the Information Document, if published. No reliance may be placed on the information in this press release or its accuracy or completeness. The offers are not made to, and subscription forms are not accepted from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where such subscription would contravene applicable laws or regulations or would require any additional documentation to be prepared or registered or any other measures to be taken beyond what is required under Swedish law. Actions in violation of the restrictions may constitute a breach of applicable securities legislation.

None of the Securities have been registered or will be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the United States of America and may not be offered, pledged, sold, delivered or otherwise transferred, whether directly or indirectly, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities legislation. There will be no public offering of any Securities in the United States of America.

In the United Kingdom, this press release is directed at and communicated only to persons who are "qualified investors" (as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024) and who: (i) have professional experience in matters relating to investments and who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are high net worth entities falling within Article 49(2)(a)-(d) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Persons in the United Kingdom who are not Relevant Persons should not act on or rely on the information in this press release or use it as a basis for taking any action. In the United Kingdom, any investment or investment activity to which this press release relates is only available to, and will only be engaged in with, Relevant Persons.

This press release contains certain information that reflects Biosergen's current views on future events and financial and operational development. Words such as "intends", "considers", "expects", "may", "plans", "estimates" and other expressions that indicate or predict future development or trends, and which are not based on historical facts, constitute forward-looking information and reflect Biosergen's beliefs and expectations and involve a number of risks, uncertainties and assumptions that may cause actual events and results to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information in this press release may change without prior notice and, except as required by applicable law, Biosergen assumes no responsibility or obligation to publicly update or review any of the forward-looking statements contained herein and does not intend to do so. You should not place undue reliance on forward-looking statements, which only apply as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.