The Share Issue
The Share Issue is intended to be conducted with deviation from the shareholders' pre-emptive rights and based on the authorization granted by the Annual General Meeting on 25 September 2024. Integrum has engaged Carnegie to assess the conditions for executing the Share Issue through an accelerated bookbuilding process, which will commence immediately following the publication of this press release. The total number of class B shares to be issued, the subscription price per class B share, and the allocation in the Share Issue will be determined by Integrum's Board of Directors in consultation with Carnegie.

The Company will announce the outcome of the bookbuilding process and the Share Issue in a press release upon completion of the bookbuilding process, which is expected to occur no later than before trading on Nasdaq First North Premier Growth Market begins on 19 February 2025. The bookbuilding process may be shortened or extended at the discretion of the Company or Carnegie, and it may be terminated at any time. Consequently, the Company may choose to refrain from carrying out the Share Issue in whole or in part.
 

Strategic shift and KPI update

Integrum is now implementing a strategic shift to strengthen its commercial growth and enhance transparency towards the capital market. The Company is focusing on establishing Centers of Excellence in the USA and prioritized markets in Europe where the OPRA® Implant System has already demonstrated demand and generates recurring revenue. At the same time, the cost base is being streamlined through reduced R&D investments, freeing up resources for commercial expansion.

A key part of the strategy is to strengthen aftermarket revenue by increasing engagement with certified prosthetists and boosting sales volumes of Axor II, which already constitutes a significant portion of revenues in the USA. To enhance transparency, the Company is introducing a new KPI - the number of completed S1 procedures - which aims to provide a clearer view of underlying business development.

The Board is also evaluating strategic alternatives for the R&D division, including a potential separation, to optimize resource allocation and ensure that both research and commercial operations reach their full potential. The overall goal is to accelerate growth, maximize shareholder value, and help more amputees regain mobility and quality of life.

Further details on the ongoing strategic shift can be found in the following press release published by the Company on 18 February 2025: Press Release

Use of proceeds from the Share Issue
Given the above and the Company's focus on the U.S. market, the proceeds from the Share Issue will be allocated to the following areas:

• Increase U.S. sales force
• R&D initiatives that support revenue growth within 2 years
• Working capital to support revenue growth

Deviation from shareholders' pre-emptive rights
In preparation for the Share Issue, the Board of Directors has conducted an analysis of the conditions for, and carefully considered the possibility of, raising capital through a rights issue. Based on current circumstances, the Board has concluded that the Share Issue is the most advantageous option for the Company and its shareholders. The rationale for this and the deviation from shareholders' pre-emptive rights is based on the following considerations:

i) A rights issue would take significantly longer to complete, which could result in the Company missing the opportunity to secure capital necessary to meet its short- and medium-term liquidity needs, ultimately impairing its financial and operational flexibility.

ii) A directed share issue such as the Share Issue provides the opportunity to diversify and strengthen the Company's shareholder base with both Swedish and international investors, broadening the base of financially strong shareholders who are deemed capable of supporting the Company's long-term operations. This is expected to enhance the Company's ability to execute its growth strategy.

iii) The Share Issue is expected to be executed at a significantly lower cost and with less complexity compared to a rights issue.

iv) Given the prevailing market conditions and observed volatility in the stock market, the Board has assessed that a rights issue would also require substantial underwriting from a syndicate of guarantors, leading to additional costs and/or further dilution for shareholders depending on the type of compensation provided for such underwriting commitments.

Taking these factors into account, the Board has, following a comprehensive assessment, determined that the Share Issue is the most advantageous option for Integrum to raise capital in a cost- and time-efficient manner, thereby strengthening the Company's financial position while preserving the greatest value for the Company and benefiting its shareholders. Since the subscription price in the Share Issue will be determined through a bookbuilding process, the Board believes that the subscription price will reflect prevailing market conditions and demand.

Lock-up

In connection with the Share Issue, the Company has undertaken, under customary terms, not to issue any shares for a period of 180 days from the settlement date of the Share Issue. Additionally, the Company's shareholders within the Board of Directors have agreed not to sell any shares in Integrum for a period of 90 days from the settlement date of the Share Issue. The lock-up commitments within the Company's Board of Directors include Rickard Brånemark, Bengt Sjöholm, Andrew Christiansen, Kristofer Westergren, Karin Wingstrand, and Cecilia Wikström.

Advisers

Carnegie Investment Bank is Sole Global Coordinator and Bookrunner in connection with the Share Issue. Setterwalls Advokatbyrå AB is legal adviser in connection with the Share Issue.