Transaction overview

Following a strategic dialogue, DanCann Pharma and StenoCare have today entered into a SPA, under which StenoCare acquires 100% of the shares in CannGros, a wholly owned subsidiary of DanCann Pharma. The transaction is structured as a share-for-share exchange, where StenoCare issues new shares under its existing ISIN (DK0061078425) as consideration for 100% of the shares in CannGros. With the acquisition, StenoCare becomes the leading provider of prescription-based medical cannabis products in Denmark.

The consideration consists of 5,000,000 newly issued StenoCare shares. The SPA has been fully executed and legally closed as of 17 November 2025. There are no outstanding closing conditions, regulatory approvals, or due diligence items. Consequently, as of 17 November 2025, StenoCare is 100% owner of CannGros, and 5,000,000 new shares in StenoCare are issued to DanCann Pharma. The 5,000,000 shares in StenoCare are issued by the board of directors of StenoCare by way of exercise of an authorization from the general meeting as set out in article 5.2.3, against DanCann Pharma's contribution in kind of its shares in CannGros.

CannGros has been the dominant supplier of flos and granular cannabis products to the Danish market since 2018, while StenoCare has built its position around oil-based extract products. The product portfolios are highly complementary, creating strong commercial and operational synergies across brands, product availability, and market access.

Due to the synergetic nature of the CannGros product line, StenoCare can utilize its current manufacturing, distribution and logistics setup without the need for additional resources or infrastructure investments. With the Danish product portfolio expanding from four to nine products, the acquisition is expected to add annual revenues of approximately DKK 4-6 million, supporting StenoCare's ambition to reach break-even during 2026.

These expectations are based on a market currently estimated at approximately DKK 11 million for flos and granular products in Denmark, with an average annual growth rate (YoY) of 25-30% over recent years.

CannGros holds a strong and well-established brand position with a loyal prescriber and patient base. Going forward, StenoCare will operate a dual-brand strategy:

• "StenoCare" for oil-based products, and
• "CannGros" for flos and granular-based products.

StenoCare has initiated the integration of CannGros, including transfer of inventory and regulatory approvals, consolidation of distribution and logistics. The integration is expected to be finalized during H1 2026, with no operational disruptions anticipated.

Strategic rationale

For DanCann Pharma, the transaction converts CannGros from an operating subsidiary into liquid, listed equity, directly linking DanCann Pharma to StenoCare's future commercial development. The transaction strengthens balance sheet flexibility and removes operational responsibility for the subsidiary, while preserving the financial upside tied to its future growth under StenoCare's ownership. Upon completion, DanCann Pharma will become one of the largest single shareholders in StenoCare, and thereby fully aligned with the commercial success and market consolidation strategy. This step materially advances the ongoing consolidation of the industry - a key strategic goal for DanCann Pharma.

Through the acquisition, StenoCare gains full ownership of CannGros' commercial setup, including contracts, licenses, inventory, and the established distribution network. This includes the approved product licenses: Bedrocan "CannGros", Bedica "CannGros", Bediol "CannGros", Bedrolite "CannGros" and Bedrobinol "CannGros". These products are already active in the Danish market with established demand via prescribing physicians and pharmacies. The transfer gives StenoCare immediate access to a broader product offering without additional resource allocation.

For StenoCare, the acquisition results in immediate portfolio expansion and a broader distribution footprint within the prescription-based medicinal cannabis segment. The extended product portfolio spans flos, granular, and extract-based formats, enabling operational synergies and supporting scalable growth. With the CannGros products added to its existing portfolio, StenoCare reinforces its position in Denmark and gains a first-mover advantage in a segment with increasing prescription activity.

Key transaction terms

Company statements

Comment from DanCann Pharma Interim-CEO and Chairman, Carsten Trads:

"As part of our long-term exploration of consolidation opportunities in the Danish medicinal cannabis market, we entered into dialogue with StenoCare. At DanCann Pharma, we believe that consolidation is necessary to build a healthy and sustainable market structure. With today's transaction, we are one step closer to that objective. The transaction significantly strengthens our balance sheet flexibility and enables DanCann Pharma to participate in the value creation of a consolidated commercial leader. Upon closing, DanCann Pharma becomes one of the largest individual shareholders in StenoCare. We look forward to following StenoCare's continued development and their execution on the CannGros platform."

Comment from StenoCare CEO, Thomas Skovlund Schnegelsberg:

"Today StenoCare is entering a new marked segment that we have been monitoring for a long time. Medical cannabis flower products have a high sales volume in Denmark, and with the acquisition of CannGros we immediately become the leading supplier of five different products in this segment. The CannGros products are well-known in the market and have a loyal base of patients under treatment. This strategic acquisition accelerates StenoCare 3.0 and our ambitious growth plans for 2026 and beyond."

About DanCann Pharma A/S

DanCann Pharma A/S (SS: DANCAN) was founded in 2018 and is a Danish biopharmaceutical Company powered by cannabinoids. DanCann Pharma A/S (SS: DANCAN) is listed on the Spotlight Stock Market in Copenhagen/Stockholm.

About StenoCare A/S
 
STENOCARE A/S, founded in 2017, supplies prescription-based medical cannabis to patients in Denmark and internationally. It was the first company to receive permission from the Danish Medicines Agency to import, distribute, cultivate, and produce medical cannabis. Today, STENOCARE sources its products from a selection of high-quality international suppliers that comply with the strict European Good Manufacturing Practices (EU-GMP). STENOCARE has developed a unique patented medical cannabis oil product, ASTRUM, which provides improved bioavailability of active ingredients for patients. The company has strategically invested in assets to operate within the highly regulated pharmaceutical industry, with products approved for sale in multiple countries.

Contact

DanCann Pharma A/S
Rugvænget 5, DK-6823 Ansager, Denmark
E-mail: info@dancann.com
Website: www.dancann.com

STENOCARE A/S
Thomas Skovlund Schnegelsberg, CEO
Phone: +45 31770060
E-mail:presse@stenocare.com  
 

Forward-looking-statement:

Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements are subject to several risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, to obtain sufficient financing to execute the Company's business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company's research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities.

Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this presentation are made as of the date of this presentation and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

This disclosure contains information that DanCann Pharma A/S is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 17-11-2025.