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2026-03-11 08:16:00
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA, THE
UNITED KINGDOM OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 11 March 2026: Reference is made to the stock exchange announcement
published earlier today, whereby NEXT Biometrics Group ASA (OSE: NEXT) ("NEXT"
or the "Company") published its Q4 2025 report.
The Company will carry out a partially underwritten rights issue of new shares
with preferential subscription rights (the "Subscription Rights") for the
Company's existing shareholders to raise gross proceeds of up to NOK 50 million
(the "Rights Issue"). NOK 41 million of the total subscription amount in the
Rights Issue is contemplated to be underwritten by a consortium of underwriters
comprising of certain existing shareholders in the Company and external
investors (the "Underwriters"). The Company will pay a underwriting commission
to the Underwriters.
The subscription price in the Rights Issue is expected to be NOK 0.10 per new
share, however such that the subscription price shall be adjusted following a
planned reverse share split (the "Reverse Share Split"). It is also contemplated
that the nominal value of the Company's shares will be reduced following the
Reverse Share Split (the "Share Capital Reduction"). The Reverse Share Split and
the Share Capital Reduction are expected to be resolved by the extraordinary
general meeting to be held on or about 7 April 2026 (the "EGM").
The net proceeds from the Rights Issue will be used for repayment of the Bridge
Loans (as defined below), and is expected to finance the Company's business plan
into 2027.
Further, and in connection with the Rights Issue, the Company is contemplating
to raise bridge loans of a total amount of up to NOK 25 million to cover
immediate short-term liquidity needs, primarily related to working capital needs
for recently received orders (the sensors need to be produced) (the "Bridge
Loans"). The Bridge Loans is expected to be repaid with proceeds from the Rights
Issue.
In addition, it is contemplated that the outstanding amount under the
shareholder loan agreement entered into with certain lenders on 20 January 2026
in the principal amount of NOK 9 million (the "Shareholder Loan"), will be set
off through the issuance of new shares in the Company to the lenders under the
Shareholder Loan at a conversion price equal to the Subscription Price in the
Rights Issue, upon completion of the Rights Issue.
Arctic Securities AS is engaged as manager (the "Manager") for the Rights Issue.
Further information about the Reverse Share Split, the Share Capital Reduction
and the Rights Issue will be made available in a separate stock exchange
announcement in due course.
This information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with section 5-12 the Norwegian Securities Trading Act. This stock
exchange announcement was published by Eirik Underthun, CFO at NEXT Biometrics
Group ASA, on 11 March 2026, at 08:16 hours (CET).
For further information, please contact:
Ulf Ritsvall, CEO
Email: ulf.ritsvall@nextbiometrics.com
Eirik Underthun, CFO
Email: eirik.underthun@nextbiometrics.com
About NEXT Biometrics
NEXT Biometrics is a pioneer of high-security biometric authentication, enabling
users to live simpler, safer lives.
NEXT Biometrics was founded on the belief that strong authentication and
identification can be secure, seamless and cost effective for governments and
businesses with Active Thermal® technology. More than 25 years later, NEXT has
retained its Norwegian heritage and grown to serve customers globally. Today,
our solutions are used by billions of users each year across 10+ national ID and
local programs, 150.000+ POS terminals, 25+ laptop and tablet models from tier-1
OEMs, and physical and logical access control implementations. Through
state-of-the-art technology, deep industry expertise and close collaboration
with partners for seamless integration, Active Thermal® biometrics can make life
simpler and safer for everyone. For more information, visit NEXT Biometrics,
read our blog and follow us on LinkedIn. NEXT Biometrics is listed on Euronext
(NEXT.OL).
Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order