Fredag 14 Mars | 13:01:06 Europe / Stockholm

Kalender

Est. tid*
2025-08-21 08:00 Kvartalsrapport 2025-Q2
2025-06-06 N/A Årsstämma
2025-03-28 08:00 Bokslutskommuniké 2024
2025-03-13 - 15-6 2025
2024-12-03 - Extra Bolagsstämma 2024
2024-08-22 - Kvartalsrapport 2024-Q2
2024-05-08 - X-dag ordinarie utdelning ZWIPE 0.00 NOK
2024-05-07 - Årsstämma
2024-02-22 - Bokslutskommuniké 2023
2023-11-22 - Extra Bolagsstämma 2023
2023-08-24 - Kvartalsrapport 2023-Q2
2023-05-11 - Årsstämma
2023-04-28 - X-dag ordinarie utdelning ZWIPE 0.00 NOK
2023-02-03 - Bokslutskommuniké 2022
2022-12-02 - Extra Bolagsstämma 2022
2022-08-23 - Kvartalsrapport 2022-Q2
2022-05-24 - X-dag ordinarie utdelning ZWIPE 0.00 NOK
2022-05-23 - Årsstämma
2022-02-23 - Bokslutskommuniké 2021
2021-08-26 - Kvartalsrapport 2021-Q2
2021-05-20 - X-dag ordinarie utdelning ZWIPE 0.00 NOK
2021-05-19 - Årsstämma
2021-02-25 - Bokslutskommuniké 2020
2021-01-28 - Extra Bolagsstämma 2021
2020-09-29 - Extra Bolagsstämma 2020
2020-05-15 - X-dag ordinarie utdelning ZWIPE 0.00 NOK
2020-05-14 - Årsstämma
2019-12-02 - Extra Bolagsstämma 2019
2019-05-14 - Årsstämma
2019-03-12 - Bokslutskommuniké 2018

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorInformationsteknik
IndustriProgramvara
Zwipe är ett teknikbolag. Bolaget är specialiserade inom biometri och kommersialisering av diverse autentiseringslösningar inom områdena betalning, ID och personlig åtkomst. Exempel på produkter innefattar kompatibla accessystem, fingertrycksavläsning samt digital ID-identifiering. Bolaget grundades under 2009 och har idag störst verksamhet inom Nordamerika, Europa och Asien.
2025-01-20 07:00:14
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW
ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS.
SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.

OSLO, NORWAY - 20 January 2025 - Reference is made to the stock exchange
announcement published by Zwipe AS (the "Company") on 23 December 2024 regarding
the final allocation of a rights issue of units, consisting of shares and
warrants of series TO2 (the "Warrants"), with preferential rights for existing
shareholders raising gross proceeds of approximately NOK 40 million (the "Rights
Issue").

The Rights Issue resulted in the issuance of 397,213,376 Warrants, of which
166,364,465 will be delivered to the investors that participated in the Rights
Issue, while the remaining 230,848,911 Warrants will be delivered to the Company
and will not be exercised. The issuance of Warrants exceeding the amount
delivered to shareholders is due to compliance with Section 11-12 of the
Norwegian Private Limited Liability Companies Act, which requires the general
meeting minutes to specify an exact number of Warrants to be issued. At the time
of the extraordinary general meeting, it was not possible to predict the
subscription rate of the Rights Issue. As a result, the Company's extraordinary
general meeting resolved to issue the maximum number of Warrants that could be
issued in the event of full subscription in the Rights Issue, and that any
surplus Warrants are to be subscribed for and returned to the Company.

All 397,213,376 Warrants will be listed and tradable on Euronext Growth Oslo for
a period commencing today, 20 January 2025 and ending at 16:30 (CET) on 10 March
2025. In addition, the Warrants will be listed on Nasdaq First North Growth
Market Sweden for a period commencing today, 20 January 2025 and ending at 16:30
(CET) on or about 10 March 2025.

One (1) Warrant entitle to the subscription of one (1) new share in the Company.
The subscription price upon exercise of the Warrants shall be NOK 0.10 per
share.

Holders of Warrants may either sell their Warrants or use them to subscribe for
shares in the Company, in both cases within the deadlines stated above. As such,
the Warrants may have a financial value for the holders, depending on the
prevailing market price for the shares in the Company. If the Warrants are not
sold or exercised within the respective deadlines, the Warrants will lapse with
no compensation to the holders.

For more information pertaining to the Warrants, please see the prospectus
prepared in connection with the Rights Issue (the "Prospectus"), which is
available on the Company's website www.zwipe.com and on the Swedish Financial
Supervisory Authority's website, www.fi.se.

Subscription and Guarantee Commitments:

In connection with the Rights Issue, the Company received subscription
commitments from board members Jörgen Lantto and Dennis Jones, amounting to
approximately 4.5 percent of the Rights Issue. To the extent the Rights Issue
was not fully subscribed, a consortium of guarantors, including board member
David Chew, agreed to subscribe and pay for units in the Rights Issue up to an
aggregate subscription rate corresponding of 28 percent of the Rights Issue (the
"Bottom Guarantee Commitments"). The consortium providing the Bottom Guarantee
Commitments received a 15 percent underwriting fee. In addition, the Company and
Fenja Capital (the "Top Guarantor") agreed that the Top Guarantor would
subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights
Issue (the "Top Guarantee Commitment"). The Top Guarantor received an 8 percent
underwriting fee.

Further information about the subscription commitments, the Bottom Guarantee
Commitments and the Top Guarantee Commitment is set out in the Prospectus.

Convertible Loan

The Top Guarantee Commitment was fulfilled through the partial set-off of NOK
5,514,472 of the Company's convertible loan, which was outstanding at the time
of the Top Guarantee Commitment and amounted to NOK 10,514,472 (the "2023
Convertible Loan"). In addition, the accrued interest under the 2023 Convertible
Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, has been set
-off against the Top Guarantor's commitment under the Bottom Guarantee
Commitments.

The remaining balance of the 2023 Convertible Loan, in addition to an
arrangement fee of NOK 200,000, in total NOK 4,200,000, has been extended in the
form of a new convertible loan, which was resolved issued by the Company's board
of directors on 23 December 2024, in accordance with the authorization from the
Company's extraordinary general meeting on 3 December 2024.

The Company has also issued 60,000,000 contractual stock options to the Top
Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31
December 2026 and each Stock Option entitles to subscribe to one (1) new share
in Zwipe at a price of 70 percent of VWAP during the ten trading days that
immediately precede every third month-end, starting in April 2025, however no
lower than the quota value of the Company's share and not higher than 150
percent of the subscription price in the Rights Issue. The Stock Options can be
exercised on 30 April 2025 at the earliest. The issuance of shares upon exercise
of the Share Options is contingent upon either a resolution by the Company's
general meeting to issue the corresponding shares in accordance with the
Norwegian Private Limited Liability Companies Act, or the Company's board
of directors issuing the shares pursuant to an authorization granted under
the Norwegian Private Limited Liability Companies Act.

For further information contact:

Robert Puskaric, CEO of Zwipe

E-mail: ir@zwipe.com

This information is information that Zwipe AS is obligated to make public
pursuant to the continuing obligations of companies admitted to trading on
Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq
First North Growth Market. Certified Adviser on Nasdaq First North is FNCA
Sweden AB, info@fnca.se. The information was submitted for publication, through
the agency of the contact person set out below, at 07:00 CET on 20 January 2025.

About Zwipe

Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.

To learn more, visit:

http://www.zwipe.com

IMPORTANT NOTICE

Publication, release or distribution of this press release may in certain
jurisdictions be subject to legal restrictions and persons in the jurisdictions
where this press release has been made public or distributed should be informed
of and follow such legal restrictions. The recipient of this press release is
responsible for using this press release and the information herein in
accordance with applicable rules in each jurisdiction. This press release does
not constitute an offer or solicitation to buy or subscribe for any securities
in Zwipe in any jurisdiction, either from Zwipe or from anyone else.

This press release is not a prospectus according to the definition in Regulation
(EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction. A prospectus will be prepared by the
Company and published on the Company's website after the prospectus has been
reviewed and approved by the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or
subscribe for securities in the United States. The securities mentioned herein
may not be sold in the United States without registration, or without an
exemption from registration, under the U.S. Securities Act from 1933
("Securities Act"), and may not be offered or sold within the United States
without being registered, covered by an exemption from, or part of a transaction
that is not subject to the registration requirements according to the Securities
Act. There is no intention to register any securities mentioned herein in the
United States or to issue a public offering of such securities in the United
States. The information in this press release may not be released, published,
copied, reproduced or distributed, directly or indirectly, wholly or in part, in
or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia,
Switzerland, Singapore, South Africa, the United States or any other
jurisdiction where the release, publication or distribution of this information
would violate current rules or where such an action is subject to legal
restrictions or would require additional registration or other measures beyond
those that follow from Swedish and Norwegian law. Actions in contravention of
this instruction may constitute a violation of applicable securities
legislation.

Offers to the public will be permitted in Sweden and Norway from and including
the date of approval of the prospectus by the competent authority in Sweden and
the competent authority in Norway has been notified in accordance with the
Prospectus Regulation, through to and including the end of the subscription
period in the Rights Issue.

Forward-looking statements

This press release contains forward-looking statements related to the Company's
intentions, estimates or expectations with regard to the Company's future
results, financial position, liquidity, development, outlook, estimated growth,
strategies and opportunities as well as the markets in which the Company is
active. Forward-looking statements are statements that do not refer to
historical facts and can be identified by the use of terms such as "believes,"
"expects," "anticipates," "intends," "estimates," "will," "may," "implies,"
"should," "could" and, in each case, their negative, or comparable terminology.
The forward-looking statements in this press release are based on various
assumptions, which in several cases are based on further assumptions. Although
the Company believes that the assumptions reflected in these forward-looking
statements are reasonable, there is no guarantee that they will occur or that
they are correct. Since these assumptions are based on assumptions or estimates
and involve risks and uncertainties, actual results or outcomes, for many
different reasons, may differ materially from those what is stated in the
forward-looking statements. Due to such risks, uncertainties, eventualities and
other significant factors, actual events may differ materially from the
expectations that expressly or implicitly are contained in this press release
through the forward-looking statements. The Company does not guarantee that the
assumptions which serve as a basis for the forward-looking statements in this
press release are correct, and each reader of the press release should not rely
on the forward-looking statements in this press release. The information,
opinions and forward-looking statements that expressly or implicitly are stated
herein are provided only as of the date of this press release and may change.
Neither the Company nor any other party will review, update, confirm or publicly
announce any revision of any forward-looking statement to reflect events that
occur or circumstances that arise with respect to the contents of this press
release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First
North Growth Market's rules for issuers.