The bookbuilding process, which was announced by the Company earlier today, has been completed, and the Board of Directors of Integrum has decided on a directed new issue of 1,937,500 B-shares at an issue price of 16 SEK per B-share, corresponding to gross proceeds of approximately 31 million SEK before transaction costs.

"Through the earlier communicated strategic shift and this capitalization, we are creating the right conditions to realize the full commercial potential of the OPRA® Implant System. Integrum has positive prospects, and with the added capital and underlying demand from established clinics, we have a solid foundation to accelerate growth," says Bengt Sjöholm, Chairman of the Board of Integrum.

The issue price in the Share Issue corresponds to a discount of approximately 5 percent compared to the closing price of Integrum's B shares on Nasdaq First North Premier Growth Market on 18 February 2025. As the issue price has been determined through an accelerated bookbuilding process, the Board considers that the issue price reflects prevailing market conditions and demand, and therefore is considered to be market-based.

Integrum intends to use the net proceeds from the Share Issue for the following purposes:
 

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

Integrum has taken steps to save up to 20 MSEK in cash annually, driven by the strategic shift and change in R&D activities earlier communicated. In addition, the first transaction under a Trade Term Finance agreement of in total 24 MSEK will be utilized during Q4. Together with a credit facility of 10 MSEK and the net proceeds from the Share Issue, the Company's financial position is significantly strengthened.

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.

Number of shares, share capital, and dilution
The Share Issue will result in an increase in the Company's share capital by 135,625.00 SEK, from 1,357,777.96 SEK to 1,493,402.96 SEK, and the number of shares will increase by 1,937,500 B-shares, to a total of 21,334,328 shares (divided into 640,000 A-shares and 20,694,328 B-shares). The Share Issue will result in a dilution of approximately 9.08 percent in relation to the total number of outstanding shares in the Company after the Share Issue.

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 has acted as Sole Global Coordinator and Bookrunner in connection with the Share Issue. Setterwalls Advokatbyrå AB has acted as legal adviser in connection with the Share Issue.