Cell Impact carries out a directed share issue to the underwriter in connection with the completed rights issue

01 September 2026 19:35

THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD NOT COMPLY WITH APPLICABLE RULES OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO AQUIRE ANY SECURITIES IN CELL IMPACT AB (PUBL). PLEASE ALSO SEE THE "IMPORTANT INFORMATION" SECTION BELOW. THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND ENGLISH. IN THE EVENT OF ANY DISCREPANCIES OR INCONSISTENCIES BETWEEN THE DIFFERENT LANGUAGE VERSIONS, THE SWEDISH VERSION SHALL PREVAIL.

The Board of Directors of Cell Impact AB (publ) ("Cell Impact or the "Company") has today, based on the authorization received at the Extraordinary General Meeting held on 31 August 2026, resolved on a directed issue of 18,150,458 units to the underwriter in the rights issue of units consisting of shares and warrants resolved by the Board of Directors on 29 June 2026 and approved by the Extraordinary General Meeting on 31 July 2026 (the "Rights Issue") in accordance with the underwriting agreement previously communicated (the "Compensation Issue"). The subscription price in the Compensation Issue amounts to SEK 0.330 per unit, corresponding to SEK 0.055 per share, and payment is made by set-off of the underwriter's claim on the Company.

In connection with the Rights Issue, the Company received an underwriting commitment from Mangold Fondkommission AB ("Mangold"). As communicated in connection with the announcement of the Rights Issue the underwriter is, in accordance with the underwriting agreement entered into, entitled to compensation, whereby compensation for the underwriting commitment will be paid to twenty (20) percent of the guaranteed amount in the form of newly issued units in the Company or ten (10) percent of the guaranteed amount in the form of cash consideration, or a combination of these. The underwriting commitment was provided by Mangold, which in turn had entered into put option agreements, at a predetermined consideration, with a number of physical and legal persons, under which Mangold had the right to sell any units acquired within the framework of the Rights Issue at a price corresponding to the subscription price in the Rights Issue. Mangold intends to transfer all units subscribed for in the Compensation Issue to these parties.

Against this background, the Board of Directors of Cell Impact, based on the authorization granted by the Extraordinary General Meeting on 31 July 2026, has today resolved on the Compensation Issue, which comprises a total of 18,150,458 units to Mangold. The cash part of the underwriting fee to be paid to Mangold amounts to approximately SEK 0.845 million.

The reason for the deviation from the shareholders' preferential rights is to enable the Company to fulfil its obligations under the underwriting agreement entered into in connection with the Rights Issue. According to the underwriting agreement, the underwriter has the right to set off all or part of its claim for underwriting compensation against units in the Company. The Board of Directors believes that it is in the interest of the Company and all shareholders that the underwriting compensation is partly paid in the form of units instead of cash consideration, as this reduces the Company's liquidity outflow and strengthens its financial position. Furthermore, the Company's assessment is that the subscription price as well as other terms of the Compensation Issue are in line with market conditions.

Payment in the Compensation Issue shall be made by set-off of the underwriter's claim against the Company, which consists of underwriting compensation. The subscription price in the Compensation Issue amounts to SEK 0.330 per unit, corresponding to SEK 0.055 per share, which corresponds to the subscription price per share in the Rights Issue. One (1) unit consists of six (6) shares and two (2) warrants of series TO5, as well as two (2) warrants of series TO6.

Through the Compensation Issue, the Company's share capital will increase by SEK 5,445,137.40, from SEK 60,903,147.20 to SEK 66,348,284.60, through the issue of 108,902,748 shares, which means that the total number of shares in the Company will increase from 1,218,062,944 to 1,326,965,692, corresponding to a dilution effect of approximately 8.2 percent of the total number of shares and votes in the Company. The above information is calculated based on the number of outstanding shares in the Company after registration with the Swedish Companies Registration Office of the Rights Issue. After the Rights Issue and the Compensation Issue have been registered, there will be 279,913,506 warrants of series TO5 and 279,913,506 warrants of series TO6 outstanding in the Company.

Advisors
Mangold Fondkommission AB is acting as financial advisor and Wåhlin Advokater AB is acting as legal advisor to Cell Impact in connection with the Rights Issue.

Important information
The publication, announcement or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Cell Impact in any jurisdiction, neither from Cell Impact nor from anyone else.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Nor will any information document pursuant to Annex IX of the Prospectus Regulation be prepared in connection with the Rights Issue. The Rights Issue is exempt from the prospectus requirement in accordance with Article 3(2) of the Prospectus Regulation and Chapter 2, Section 1 of the Swedish Act (2019:414) with supplementary provisions to the EU Prospectus Regulation, as the amount offered by the Company to the public over a twelve-month period is less than EUR 12 million.

This press release does not identify or purport to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is only to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance should be made in relation to the information in this press release regarding its accuracy or completeness.

This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States, or to make a public offer of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable regulations or where such action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

Forward-Looking Statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or current expectations and objectives for the Company's future operations, financial condition, liquidity, earnings, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might" or, in each case, their negative, or similar, expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any assurance that they will occur or prove to be accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or results could differ materially from those expressed in the forward-looking statements, which are the result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The Company does not warrant that the assumptions behind the forward-looking statements in this press release are free from errors and does not accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. The information, opinions and forward-looking statements contained in this press release relate only to the situation as of the date hereof and are subject to change without notice. The Company undertakes no obligation to review, update, confirm or publish any revisions to any forward-looking statements to reflect events that arise or circumstances that arise in relation to the content of this press release.

Information for distributors
In order to comply with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, supplementing MiFID II; and (c) local implementing measures (collectively, the "MiFID II Product Governance Requirements"), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offered Shares have been subject to a product approval process, which has determined that such securities are: (i) suitable for a target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted under MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may decrease and investors may lose all or part of their investment, that the Company's shares are not accompanied by any guarantee of return or capital protection, and that an investment in the Company's shares is only suitable for investors who are not in need of guaranteed returns or capital protection and who (alone or with the assistance of appropriate financial or other advisors) are capable of evaluating the benefits and risks of such investment and which has sufficient resources to bear the losses that such investment may result in. The target market assessment is without prejudice to other requirements regarding contractual, legal or regulatory sales restrictions due to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an appropriateness or suitability assessment within the meaning of MiFID II or (b) a recommendation to any investor or group of investors to invest in, acquire, or take any other action in respect of the Company's shares.

Each distributor is responsible for conducting its own Target Market Assessment in respect of the Company's shares and for deciding on appropriate distribution channels.

For more information, please contact:
Daniel Vallin
CEO and IR contact, Cell Impact AB
+46 730686620 or [email protected]

Please visit the Company's website: www.cellimpact.com

About Cell Impact
Cell Impact AB (publ) is a global supplier of advanced flow plates to fuel cell and electrolyzer manufacturers. The company has developed and patented a unique method for high velocity forming, Cell Impact Forming™ which is significantly more scalable and cost-efficient compared to conventional forming methods. Cell Impact Forming is an environmentally friendly forming technology that consumes no water and very little electrical power. The Cell Impact share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company's Certified Advisor (CA).

Attached files

• 20260901 Press release Cell Impact carries out a directed share issue to the underwriter of the rights issue (PDF)