Måndag 18 Maj | 09:55:41 Europe / Stockholm
2026-05-18 08:43:24

The board of directors of Katalysen Ventures AB (publ) ("Katalysen" or the "Company") has today, pursuant to the authorization granted by the annual general meeting on 23 April 2026, resolved on a directed issue consisting of units subscribed for in cash and shares subscribed for through set-off of short-term loan liabilities including accrued interest (the "Issue").

The cash part of the Issue is carried out through subscription of units at a subscription price of SEK 5.50 per unit. Each unit consists of one new share and one warrant issued free of charge. Each warrant entitles the holder to subscribe for one new share in Katalysen at a subscription price of SEK 5.50 per share. The warrants may be exercised at any time until and including 15 November 2026.

The set-off part of the Issue is carried out through subscription of shares at a subscription price of SEK 5.00 per share. Shares subscribed for through set-off do not entitle the subscribers to warrants. The set-off relates to short-term loan liabilities including accrued interest in a total amount of SEK 3,252,385.

Through the Issue, Katalysen will receive total proceeds of approximately SEK 6.7 million before transaction costs, of which approximately SEK 3.4 million through cash subscription of units and approximately SEK 3.3 million through set-off of short-term loan liabilities including accrued interest. Upon full exercise of all warrants, the Company may be provided with additional proceeds of approximately SEK 3.4 million before transaction costs.

Transaction costs are estimated to amount to approximately SEK 15,000.

Summary of the Issue

  • The Issue consists of cash subscription of units and subscription of shares through set-off.
  • The cash part is carried out through subscription of units at a subscription price of SEK 5.50 per unit.
  • Each unit consists of one new share and one warrant issued free of charge.
  • Each warrant entitles the holder to subscribe for one new share in Katalysen at a subscription price of SEK 5.50 per share.
  • The warrants may be exercised at any time until and including 15 November 2026.
  • The set-off part is carried out through subscription of shares at a subscription price of SEK 5.00 per share.
  • Shares subscribed for through set-off do not entitle the subscribers to warrants.
  • The set-off part amounts to a total of SEK 3,252,385 and relates to short-term loan liabilities including accrued interest.
  • The Issue is carried out with deviation from the shareholders' preferential rights.
  • The reason for the deviation from the shareholders' preferential rights is, among other things, to secure time- and cost-efficient financing of the Company's continued development and to strengthen the Company's financial position.

Background and rationale

Katalysen has, during the recent period, continued to develop its portfolio and identify opportunities where the Company can create value through its active and structured working model. The Company continues to see attractive opportunities to support and further develop existing portfolio companies and to pursue business opportunities that are aligned with the Company's investment model.

Against this background, the board of directors has assessed that it is in the interests of the Company and its shareholders to strengthen the Company's financial position through a directed issue. The Issue is expected to provide the Company with improved conditions to finance the continued development of its business, including potential investments in existing portfolio companies and other value-creating initiatives.

The Issue also includes set-off of existing short-term loan liabilities including accrued interest. Through the set-off, the Company's indebtedness is reduced, which strengthens the balance sheet and improves the Company's financial flexibility.

The directed issue

The board of directors of Katalysen has today, pursuant to the authorization granted by the annual general meeting on 23 April 2026, which was registered with the Swedish Companies Registration Office on 5 May 2026, resolved to carry out the Issue.

The Issue initially comprises a maximum of 1,282,747 new shares. Part of the shares are issued as part of units subscribed for in cash and part of the shares are issued through set-off of short-term loan liabilities including accrued interest.

The cash part of the Issue is carried out through subscription of units. The subscription price amounts to SEK 5.50 per unit. Each unit consists of one new share and one warrant issued free of charge. Warrants are issued only to the investors who subscribe for units in cash.

Each warrant entitles the holder to subscribe for one new share in Katalysen at a subscription price of SEK 5.50 per share. The warrants may be exercised at any time until and including 15 November 2026. If a warrant is not exercised by 15 November 2026, it will expire without value. Exercise of a warrant takes place by the holder notifying the Company that the holder wishes to exercise the warrant, followed by payment to the Company's issue account. The warrants are freely transferable.

The set-off part of the Issue is carried out through subscription of shares at a subscription price of SEK 5.00 per share. Shares subscribed for through set-off do not entitle the subscribers to warrants. The subscription price for shares subscribed for through set-off amounts to SEK 5.00 per share, reflecting the discount agreed when the loans were raised.

The amount exceeding the quota value of the shares shall be transferred to the free share premium reserve ("fri överkursfond").

The entire Issue has been subscribed for by five external investors, all of whom were shareholders in Katalysen prior to the Issue.

Set-off of short-term loan liabilities

The Issue includes set-off of short-term loan liabilities raised earlier during 2026, including accrued interest, in a total amount of SEK 3,252,385. See press release dated 19 February 2026.

Subscription price and market terms

The subscription price of SEK 5.50 per unit has been determined through discussions and negotiations with the investors. The subscription price corresponds to a discount of approximately 2.5 percent compared to the volume-weighted average price (VWAP) of the Company's share during the period from 4 May 2026 to 15 May 2026.

The board of directors assesses that the subscription price fairly reflects prevailing market conditions and demand.

The subscription price for shares subscribed for through set-off amounts to SEK 5.00 per share, reflecting the discount agreed when the loans were raised.

Reasons for deviation from the shareholders' preferential rights

The board of directors has examined and considered various financing alternatives, including the possibility of carrying out a rights issue. Due to prevailing market conditions, the board assesses that there are no favorable conditions to carry out a rights issue on advantageous terms.

The board has noted that several rights issues recently carried out in the market have been adversely affected by the volatile market environment. A rights issue would likely be more time-consuming and entail higher costs, including costs related to obtaining subscription and guarantee commitments. Obtaining such commitments is a time-consuming and costly process. Considering that subscription levels in rights issues on the market often do not exceed the combined amount of subscription and guarantee commitments, the board does not consider it advantageous to pay compensation for capital that the Company expects to be able to obtain in another manner.

The board therefore assesses that a directed issue ensures the most time- and cost-efficient financing of the Company's continued development. The board also assesses that the subscribing investors are likely to contribute significant strategic and long-term value to the Company and its shareholders.

The board's overall assessment is that the reasons stated above outweigh the reasons that justify the general principle that issues should be carried out with shareholders' preferential rights, and that the Issue with deviation from the shareholders' preferential rights is therefore in the interests of the Company and all shareholders.

Number of shares, share capital and dilution

Through the Issue, the number of shares and votes in the Company initially increases by a maximum of 1,282,747 shares, excluding the shares that may be added upon any future exercise of the warrants included in the units subscribed for in cash. The share capital initially increases by a maximum of SEK 166,757.11, excluding any increase resulting from future exercise of the warrants.

Based on the Company having 10,851,764 shares and votes prior to the Issue, the number of shares and votes after the Issue, but before any exercise of the warrants, will amount to a maximum of 12,134,511 shares and votes. The Issue corresponds, before any exercise of the warrants, to a dilution of approximately 10.6 percent of the number of shares and votes in the Company after the Issue.

Upon full exercise of all warrants issued within the framework of the cash unit part, the number of shares and votes in the Company may increase by an additional maximum of 632,270 shares and the share capital by SEK 82,195.10. This would entail an additional dilution of approximately 5 percent, based on the number of shares after the Issue and full exercise of the warrants.

Subscription and payment

Subscription shall take place on separate subscription forms or through payment to the Company's issue account no later than three days after the issue resolution. The board of directors shall have the right to postpone the last day for subscription.

Subscribed units shall be paid in cash no later than 22 May 2026 through payment to a bank account designated by the Company. Shares subscribed for through set-off shall be paid for through set-off of short-term loan liabilities including accrued interest. The board of directors shall have the right to postpone the last day for payment.

The new shares entitle the holder to dividends from the first record date for dividends that occurs after the shares have been entered in the share register maintained by Euroclear Sweden AB.

Note: This press release is an English translation of the Swedish original. In case of any discrepancy between the Swedish original and the English translation, the Swedish original shall prevail.  

This disclosure contains information that Katalysen Ventures AB 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 18-05-2026 08:43 CET.