The board of directors of ChromoGenics AB (publ) ("ChromoGenics" or the "Company") has today, on 6 October 2022, resolved, subject to the subsequent approval of an extraordinary general meeting of the Company on 8 November 2022, to carry out a new issue of shares and warrants ("Units") with preferential rights for the Company's existing shareholders (the "Rights Issue"). The Rights Issue consists of not more than 132,249,690 new shares and not more than 79,349,814 warrants. The subscription price is SEK 1.5 per Unit, which corresponds to a subscription price of SEK 0.3 per share. The Rights Issue, which is covered to approximately 80 percent of subscription commitments and issue guarantees, will initially provide ChromoGenics with approximately SEK 39.7 million before transaction costs related to the Rights Issue upon full subscription. In the event of full subscription and that all warrants within the framework of issued Units are fully exercised, the Company may receive an additional capital contribution of approximately SEK 79.3 million, based on a maximum subscription price of SEK 1 for the exercise of warrants for the subscription of shares and that all warrants are exercised. In order to ensure the financing needs until the Rights Issue is completed, the Company has taken up a bridge loan of SEK 7 million at market terms. In addition, the board of directors of ChromoGenics has resolved to change the date for publication of the interim report for the third quarter of 2022 from 18 November 2022 to 4 November 2022.

• The Rights Issue comprises Units and will provide ChromoGenics with proceeds of up to approximately SEK 39.7 million before transaction costs. Each Unit consists of five (5) shares and three (3) warrants free of charge. One (1) warrant will entitle the holder to subscribe for one (1) share in the Company. The warrants are intended to be admitted to trading on Nasdaq First North Growth Market.
• Existing shareholders in ChromoGenics as of the record date, 11 November 2022, will receive one (1) unit right for each existing share. Four (4) unit rights entitle to subscription of three (3) Units in the Rights Issue.
• In total, a maximum of 26,449,938 Units will be issued. Each Unit consists of five (5) shares and three (3) warrants issued without cost, which means that a maximum of 132,249,690 shares and 79,349,814 warrants will be issued.
• The subscription price has been set to SEK 1.5 per Unit, which corresponds to a subscription price of SEK 0.3 per share. The warrants are issued without compensation.
• The record date for the Rights Issue is 11 November 2022 and the subscription period will run from 15 November 2022 up to and including 29 November 2022.
• The last day of trading including the rights to participate in the Rights Issue is 9 November 2022.
• The Rights Issue is covered to approximately 10.3 percent of subscription commitments and to approximately 69.7 percent of issue guarantees. Accordingly, the Rights Issue is secured to an amount of up to approximately SEK 31.7 million, corresponding to approximately 80 percent of the Rights Issue.
• The board of directors' resolution on the Rights Issue is subject to approval and resolution by the extraordinary general meeting on 8 November 2022. The resolution on the Rights Issue is subject to and conditional upon the limits of the share capital and the number of shares in the articles of association being changed in accordance with the board of directors' proposal to the extraordinary general meeting. Notice to the extraordinary general meeting will be published through a separate press release.

Background and motives

ChromoGenics is a proptech company that develops, produces and commercializes controllable and dynamic glass, ConverLight® Dynamic, as well as static alternatives with fixed attributes, ConverLight® Static, for optimized heat and light input with improved indoor comfort and maximized energy efficiency as a result. The Company also distributes façade glass with integrated solar cells under the ConverLight® Energy brand.

ChromoGenics has successfully completed the tuning of sputter production in the Company's own production facility in Uppsala and can, since the summer of 2021, offer customers high-quality dynamic glass. The Company has since scaled up production and delivered a number of larger and smaller projects in Sweden, Norway, Denmark and Germany, not least 4,000 m2 of glass for the Gullhaugtorg 5 project in Oslo. With this milestone, ChromoGenics' primary focus shifts to sales and marketing beyond efforts to increase production capacity, improve gross margin and meet future increasing demand. An important step in this is to establish partnerships with local external manufacturers who receive deliveries of ChromoGenics electrochromic foil and then handle customization, lamination in and deliveries of dynamic glass to the end customer. Fully developed, this business strategy brings with it a significant opportunity for scalability and margin expansion.

During the first half of 2022, ChromoGenics has continued its development journey with a strong customer and quality focus, measures to reduce costs and increase efficiency, and increased order intake during the second quarter of 2022. In line with successful production and assured quality through in-house manufacturing, ChromoGenics now meets a significant interest and demand for the Company's patented electrochromic ConverLight technology for glass applications from existing and new customers in Scandinavia and Central Europe. During the first half of the year, ChromoGenics received a number of new orders, primarily for ConverLight@Dynamic but also for ConverLight Static. Among other things, the first order for ConverLight@Dynamic was received to Germany. The deal is an important step for future growth and scalability, and takes place in close collaboration with partners from the German glass industry who are responsible for glass deliveries and installation.

The real estate industry accounts for about a third of global energy use and greenhouse gas emissions and is thus faced with high demands to change. If the real estate and construction sector continues on this path, energy use will increase by 50 percent by 2050. These requirements come from national and international laws and frameworks, owners, investors, customers, and employees. New technology is necessary to enable this transition and smart dynamic glass can contribute to reduced energy use, reduced climate impact and not least improved well-being indoors. The market for smart dynamic glass is in its early stages but is now maturing rapidly, driven by the ESG trend in the real estate sector, the demand for energy efficiency improvements and new laws and frameworks such as "The Inflation Reduction Act", USA, which since August 2022 provides a 30 percent tax rebate for smart dynamic glass in order to stimulate energy efficiency improvements. In line with these trends, environmental and prosperous certifications such as BREEAM, LEAD, Miljöbyggnad and WELL are increasingly influencing real estate valuations. In addition to new construction, the Company believes that renovations and energy efficiency improvements of office properties from the 1970s, 1980s but also the 1990s also provide attractive opportunities. ChromoGenics also sees a great interest from schools and special housing where the indoor environment is of crucial importance for study results and well-being. Upgrading windows and glass facades with modern technology is a cost-effective way to achieve increased energy efficiency, reduced climate impact and an improved indoor environment. The Company's market focus is initially the Nordic region, Germany and Switzerland, where potential growth in business opportunities are visible.

It is the Company's assessment that the existing working capital is not sufficient to run the business over the next twelve months. In order to enable continued growth and finance an upscaling of the Company's sales, the Board of Directors resolved on 6 October 2022 to carry out the Rights Issue.

Terms and conditions for the Rights Issue

Shareholders who on the record date, 11 November 2022, are registered shareholders in ChromoGenics in the share register kept by Euroclear Sweden AB have preferential rights to subscribe for Units in relation to the number of shares held on the record date. The shareholders will receive one (1) unit right for each share held on the record date. Four (4) unit rights entitle to subscription of three (3) Units. In total, a maximum of 26,449,938 Units will be issued. Each Unit consists of five (5) shares and three (3) warrants issued without cost. The share capital will increase by not more than SEK 26,449,938 through the issue of not more than 132,249,690 shares. In addition, a maximum of 79,349,814 warrants will be issued. One (1) warrant of series TO 5 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price paid for the Company's share on Nasdaq First North Growth Market during a period of 14 trading days ending on 7 March 2023 (including 7 March 2023), but not less than SEK 0.2 and not more than SEK 1 per share. Subscription of shares through the exercise of warrants shall take place during the period from and including 13 March 2023 up to and including 27 March 2023. Upon full exercise of all warrants, the Company's share capital will increase by not more than SEK 15,869,962.8.

The subscription price has been set to SEK 1.5 per Unit, which corresponds to a subscription price of SEK 0.3 per share, and the initial issue proceeds are expected to amount to up to SEK 39.7 million before deduction of transaction costs relating to the Rights Issue.

In the event that not all Units are subscribed for by exercising unit rights, the board of directors shall, within the maximum limit of the Rights Issue, decide on allotment of Units to the persons that have subscribed for Units without unit rights. In such case, allotment of Units shall firstly be made to the persons that have also subscribed for Units by exercising unit rights, regardless if the subscriber was a registered shareholder on the record date or not, and, in the case of oversubscription, the allotment shall be made in relation (pro-rata) to the quantity of unit rights that was exercised for subscription, and, to the extent this is not possible, by drawing lots. Secondly, allotment of Units shall be granted to other persons that only have applied for subscription without exercising unit rights, and, in the case of over-subscription, allotment shall be made in relation (pro-rata) to the number of Units that each have applied to subscribe for, and, to the extent this is not possible, by drawing lots. Thirdly, the remaining Units shall be allotted to the parties that have undertaken to guarantee the Rights Issue in accordance with their respective guarantee commitment agreements.

The record date to determine which shareholders that are entitled to receive unit rights is 11 November 2022. The last day of trading in the shares including the rights to participate in the Rights Issue is 9 November 2022. Subscription shall be made during the subscription period, 15 November 2022 up to and including 29 November 2022. Trading in unit rights is expected to take place from 15 November 2022 up to and including 24 November 2022 at Nasdaq First North Growth Market. Trading in paid subscribed Units (BTU) is expected to take place from 15 November 2022 until the shares and warrants in the Rights Issue has been registered with the Swedish Companies Registration Office. BTUs are expected to be converted to shares and warrants in connection with the shares and warrants has been registered with the Swedish Companies Registration Office.

The board of directors will apply for admission to trading of the new shares and the warrants at Nasdaq First North Growth Market.

Shareholders that do not participate in the Rights Issue will be subject to a dilutive effect of not more than approximately 85.7 percent at full subscription in the Rights Issue and full exercise of all warrants. However, the shareholders have the possibility to partly be financially compensated for this dilution by selling their unit rights.

Preliminary timetable

8 November 20229 Extraordinary general meetingLast day of trading in the
November 2022 ChromoGenics share including the right to subscribe for
Units with unit rights
10 November 2022 First day of trading in the ChromoGenics share excluding
the right to subscribe for Units with unit rights
11 November 2022 Record date for the right to subscribe for Units by
exercising unit rights
15 November 2022 Trading in unit rights
- 24 November
2022
15 November 2022 Subscription period
- 29 November
2022
1 December 2022 Announcement of the outcome of the Rights Issue

Complete terms and conditions as well as instructions for the Rights Issue as well as other information on the Company will be provided in the prospectus released before the commencement of the subscription period.

Subscription commitments and issue guarantees

The Rights Issue is covered to approximately 10.3 percent of subscription commitments and to approximately 69.7 percent of issue guarantees. Accordingly, the Rights Issue is secured to an amount of up to approximately SEK 31.7 million, corresponding to approximately 80 percent of the Rights Issue. Subscription commitments have been undertaken by, among others, the board members Johan Hedin, Anders Brännström, Fredrik Andersson and Mari Broman, the Company's CEO, Fredrik Fränding, and CFO, Erik Elfström, as well as certain major shareholders in the Company. Issue guarantees have been issued by certain existing shareholders and external guarantors.

A guarantee commission will be paid for the issue guarantees, based on current market conditions, of fourteen (14) percent of the guaranteed amount in cash consideration, or alternatively sixteen (16) percent of the guaranteed amount in the form of newly issued Units in the Company, at the same subscription price as in the Rights Issue.

No consideration is to be paid for the subscription commitments that have been entered into. These subscription commitments and issue guarantees are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements. Further information on the parties who have entered into guarantee commitments will be presented in the prospectus to be made public before the commencement of the subscription period.

Lock up undertakings

Prior to the execution of the Rights Issue, all members of the board of directors and senior executive management members of the Company with holdings of financial instruments have entered into lock up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell financial instruments in the Company for a period of 180 days from the first day of trading in the shares issued in the Rights Issue.

Bridge loan

In order to ensure the financing needs until the Rights Issue is completed, the Company has taken out a bridge loan of SEK 7 million. The bridge loan has an arrangement fee of 5% of the loan amount and carries an interest rate of 1.25% per month and shall be repaid with the issue proceeds from the Rights Issue. The lender is Buntel AB (a subsidiary to Modelio Equity AB).

Prospectus

A prospectus and notification form will be made available before the commencement of the subscription period on ChromoGenics' website, www.chromogenics.com. 

Extraordinary general meeting

The board of directors' resolution on the Rights Issue is subject to approval and resolution by the extraordinary general meeting on 8 November 2022. The resolution on the Rights Issue is subject to and conditional upon the limits of the share capital and the number of shares in the articles of association being changed in accordance with the board of directors' proposal to the extraordinary general meeting. Notice to the extraordinary general meeting will be published through a separate press release.

New date for publication of the Q3 report

In order to provide all shareholders and the market with updated financial information prior to the Rights Issue, the board of directors of ChromoGenics has resolved to change the date for publication of the interim report for the third quarter of 2022 from 18 November 2022 to 4 November 2022.

Advisors

Vator Securities is the financial advisor and issuer agent and Advokatfirman Schjødt is the legal advisor to ChromoGenics in connection with the Rights Issue.

For more information, please contact:

Fredrik Fränding, CEO

Tel: +46(0)72 249 24 62

Email: info@chromogenics.com

About this information

This information is information that ChromoGenics AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 18:00 CEST on 6 October 2022.

About ChromoGenics

ChromoGenics is a PropTech company that produces dynamic glass for real estate. One company product, ConverLight® Dynamic, controls indoor comfort by optimising daylighting, good views and blocking solar heat, and thereby contributing to reducing costs for cooling. ConverLight® Dynamic is based on a patented solution where electrochromic coatings are sputtered onto plastic film and then laminated between glass layers. The plastic film is easy to transport which means long distance shipping of bulky glass can be avoided. ChromoGenics also offers ConverLight® Static, a static glass version, and a façade glazing solution, ConverLight® Energy. ChromoGenics has supplied glazing technology to a large number of major real estate companies. Its shares were listed on the Nasdaq First North Growth Market in 2017.

ChromoGenics emerged from world-leading research at the Ångström Laboratory at Uppsala University. The company's production site in Uppsala has been partly financed via conditional loans from the Swedish Energy Agency. ChromoGenics shares (CHRO) are listed on the Nasdaq First North Growth Market with Erik Penser Bank as Certified Adviser: certifiedadviser@penser.se,+46 (0)8 463 83 00.

Important information

Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in ChromoGenics in any jurisdiction, either from ChromoGenics or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements

This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.