The Board of Directors of Integrum AB (publ) ("Integrum" or the "Company") has today resolved to carry out a share issue of approximately SEK 42.6 million before deduction of issue costs with preferential rights for existing shareholders (the "Rights Issue"). Integrum is currently undergoing a transformative journey, from a development-driven company to a streamlined and commercially focused organization. The new strategic direction, which was presented in February 2025, aims to accelerate commercialization through a targeted go-to-market model built around Centers of Excellence. Since the launch of the strategy shift, Integrum has taken important steps to streamline operations, sharpen commercial focus and strengthen financial governance. The progression of the strategy shift and the implementation of cost savings are continuing according to plan and the Company has made progress, but the transformation is not yet complete. To support this transformation, Integrum is executing the Rights Issue. The subscription price is SEK 8.0 per share. The Rights Issue is conditional upon approval by an extraordinary general meeting in the Company, scheduled to be held on November 10, 2025. The Rights Issue is covered to 100 percent through subscription commitments and guarantee commitments. The notice to the extraordinary general meeting will be published through a separate press release. Due to the Rights Issue, the Company's board of directors has resolved to publish the Company's Q2 report on November 21, 2025.
Summary of the Rights Issue
- The net proceeds from the Rights Issue will be used for business development and marketing, personnel and operations, R&D and product development, regulatory and clinical investments, operational efficiency and supply chain flexibility, and to ensure financial stability.
- The Rights Issue comprises up to 5,333,582 shares of series B with a subscription price of SEK 8.0 per share. If the Rights Issue is fully subscribed, the Company will receive approximately SEK 42.6 million before deduction of costs related to the Rights Issue.
- Each share, regardless of series, in the Company held on the record date November 13, 2025 entitles the holder to one (1) subscription right. Four (4) subscription rights entitle the holder to subscribe for one (1) new share of series B.
- The last day of trading in the Company's shares including the right to participate in the Rights Issue is November 11, 2025.
- The subscription period will run from and including November 17, 2025, to and including December 1, 2025.
- Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including November 17, 2025, to and including November 26, 2025, and trading in paid subscribed shares (BTA) will occur during the period from and including November 17, 2025, to and including December 10, 2025.
- The Rights Issue is covered by subscription commitments and guarantee commitments corresponding to 100 percent of the issue amount. However, the subscription commitments and the guarantee commitments are not secured by bank guarantees, escrow accounts, pledges or similar arrangements.
- The Board of Directors' resolution on the Rights Issue is subject to approval by an extraordinary general meeting to be held on November 10, 2025. A separate press release with the notice to the extraordinary general meeting will be published through a separate press release.
- No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document (the "Information Document") in accordance with Article 1.4 db 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").
Integrum CEO Martin Hillsten comments: "The capital raising will secure the implementation of our new business strategy. We are pleased that proposed board members see the potential of Integrum and have chosen to invest by, among other things, taking over subscription rights. We look forward to delivering on the strategy with a clear commercial focus and for more and more patients to experience the benefits of Integrum's fantastic products."
Reasons for the Rights Issue and use of proceeds
Integrum is currently executing a transformative journey, moving from a development-driven company toward an effective, commercially focused organization. The new strategic direction, launched in February 2025, aims to accelerating commercialization through a focused go-to-market model built around Centers of Excellence. By focusing on selected Centers of Excellence with high-volume potential, Integrum can lay the foundation for a more profitable business. While continuing to streamline execution, improve operational efficiency and apply disciplined capital allocation. The Company builds on its strong clinical and regulatory foundation while resetting its cost structure and commercial operations to enable sustainable growth.
Since the launch of the strategy shift, Integrum has taken important steps to streamline operations, sharpen commercial focus and strengthen financial governance. The progression of the strategy shift and the implementation of cost savings are continuing according to plan and the Company has made progress, but the transformation is not yet complete. To support this transformation, Integrum is executing the Rights Issue of approximately SEK 42.6 million. The proceeds are intended to provide the financial sustainability needed to execute ongoing cost-saving initiatives, strengthen commercialization efforts and maintain focus on key markets and Centers of Excellence. The Company's aim is to achieve an efficient and financially self-sustaining organization as the ongoing transformation takes effect.
The proceeds from the Rights Issue, after deduction of costs, are intended to support the Company's transformation during at least the coming twelve months and will be allocated across the following strategic areas:
- Business Development and Marketing, approximately 20 percent,
To drive momentum in prioritized markets, leverage Centers of Excellence and intensify commercial outreach around already initiated activities. - Personnel and Operations, approximately 25 percent,
To retain core competencies within an efficient structure, ensuring operational continuity and scalability as the organization transforms. - R&D and Product Development (critical projects), approximately 15 percent,
Focused investment only in essential development projects that directly support the existing product platform and future competitiveness. - Regulatory and Clinical Investments, approximately 15 percent,
To maintain Integrum's high quality standards, secure necessary product approvals and generate clinical evidence that supports reimbursement and adoption. - Operational Efficiency and Supply Chain Flexibility, approximately 10 percent,
To drive efficiency improvements, strengthen supply chain resilience through dual sourcing and optimize cost of goods while supporting long-term scalability. - Working Capital, approximately 15 percent,
To ensure financial stability during the transformation period, supporting continued execution of the Company's strategic initiatives.
Terms for the Rights Issue
The right to subscribe for shares of series B shall be granted with preferential rights to the Company's shareholders as of the record date. Each existing share, regardless of series, held in the Company on the record date of November 13, 2025, entitles the holder to one (1) subscription right. Four (4) subscription rights entitle the holder to subscribe for one (1) new share of series B at a subscription price of SEK 8.0 per share. A maximum of 5,333,582 new shares of series B will be issued in total. To the extent that new shares are not subscribed for with preferential rights, they shall be offered to shareholders and other investors who have expressed an interest in subscribing for shares in the Rights Issue. Upon full subscription, the Rights Issue will provide the Company with approximately SEK 42.6 million before deduction of transaction costs.
The subscription period will run from November 17, 2025, through December 1, 2025. Subscription rights that are not exercised during the subscription period will thereafter become void and lose their value. Trading in subscription rights will take place on Nasdaq First North Growth Market from November 17, 2025, through November 26, 2025, and trading in BTA (paid subscribed shares) will occur from November 17, 2025, through December 10, 2025.
Allotment Principles
If not all shares are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the Rights Issue:
- firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares;
- secondly, to those who have applied for subscription of shares without exercise of subscription rights, and if allocation to these cannot be made in full, allocation shall be made pro rata in relation to the total number of shares for which each subscriber has applied; and
- thirdly, any remaining shares, up to the amount covered by subscription commitments and guarantee commitments, shall be allotted to those who have entered into guarantee commitments, pro rata in relation to such commitments.
To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Subscription commitments and guarantee commitments
The Rights Issue is covered by subscription commitments, and guarantee commitments corresponding to 100 percent of the total issue amount. Certain existing shareholders, including Rickard Brånemark, Molcap Invest AB and Gerhard Dal, have undertaken to subscribe for shares in the Rights Issue. Certain existing and proposed members of the board have entered into subscription commitments through agreements of taking over subscription rights, enabled by the principal shareholder's transfer of subscription rights. In total, the subscription commitments represent approximately 31 percent of the Rights Issue, corresponding to approximately SEK 13 million.
In addition to the aforementioned subscription commitments, certain existing shareholders, including Gerhard Dal, Molcap Invest AB and Nowo Fund Management AB, and several external parties have provided guarantee commitments amounting to approximately SEK 30 million, corresponding to approximately 69 percent of the Rights Issue. A cash guarantee fee of seven (7.0) percent of the guaranteed amount will be paid for the guarantee commitments. No compensation will be paid for the subscription commitments. However, the entered subscription commitments and guarantee commitments are not secured by bank guarantees, escrow funds, pledges, or any similar arrangements.
Additional information regarding the parties that have entered into subscription commitments and guarantee commitments will be disclosed in the Information Document.
Change in share capital and number of shares and dilution
In the event that the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 373,350.74, from SEK 1,493,402.96 to SEK 1,866,753.70, through the issuance of 5,333,582 shares of series B. As a result, the number of shares will increase from 21,334,328 shares to 26,667,910 shares, whereof 640,000 shares of series A and 26,027,910 shares of series B. The number of votes in the Company increases from 27,094,328 with 5,333,582 to a total of 32,427,910 votes. For existing shareholders who do not participate in the Rights Issue, this corresponds to a dilution effect of approximately 20.0 percent of the capital and 16.4 percent of the voting rights in the Company upon full subscription.
Information Document
No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish the Information Document in the form provided for in Annex IX of the Prospectus Regulation. The Information Document will be made available on the Company's website before the subscription period in the Rights Issue begins.
Extraordinary general meeting
The Board of Directors' resolution regarding the Rights Issue is subject to approval by an extraordinary general meeting, which is expected to be held on November 10, 2025. Shareholders representing approximately 28.2 percent of the shares and approximately 43.5 percent of the votes in the Company have undertaken or expressed intention to vote in favor of the Rights Issue. Notice of the extraordinary general meeting will be published through a separate press release.
Preliminary time table for the Rights Issue
| 10 November 2025 | Extraordinary general meeting |
| 11 November 2025 | Planned date for publication of the Information Document. |
| 11 November 2025 | Last day of trading including right to obtain subscription rights. |
| 12 November 2025 | First day of trading excluding the right to obtain subscription rights. |
| 13 November 2025 | Record date for participation in the Rights Issue. |
| 17 November - 1 December 2025 | Subscription period. |
| 17 November - 26 November 2025 | Trading in subscription rights. |
| 17 November - 10 December 2025 | Trading in paid subscribed shares (BTA). |
| 2 December 2025 | Planned date for final disclosure of the outcome of the Rights Issue. |
| 16 December 2025 | Preliminary first day of trading in new shares.* |
| *Note that depending on different routines at different banks and custodians the trading may begin before or after this date. | |
Earlier publication of quarterly report
To enable participation in the Rights Issue by board members, the Company's board of directors has resolved to publish the Company's Q2 report on November 21, 2025.
Advisors
Integrum has engaged DNB Carnegie Investment Bank AB (publ), and Setterwalls Advokatbyrå AB as financial and legal advisors in connection with the Rights Issue.
This disclosure contains information that Integrum 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 16-10-2025 08:31 CET.
For more information, please contact:
Martin Hillsten, CEO
Tel: +46 733 55 28 32
E-mail: martin.hillsten@integrum.se
Certified Adviser
The Company's Certified Adviser is DNB Carnegie Investment Bank AB.
About Integrum
Integrum is a publicly traded company (Nasdaq First North Growth Market: INTEG B) based outside of Gothenburg, Sweden, with a U.S. subsidiary in San Francisco. Since 1990, its OPRA® Implant System has helped improve the quality of life for hundreds of people who are amputees by directly attaching a prosthesis to the bone and musculoskeletal system, therefore avoiding the need for a socket. Based on osseointegration, the bone-anchored implant system offers a range of benefits, including improved mobility and function, enhanced comfort, reduced pressure, a stable attachment and more. The OPRA® Implant System was approved by the U.S. Food and Drug Administration (FDA) in 2020 and is the only FDA-approved bone-anchored implant system specifically designed for use in amputees available in the U.S. Today, Integrum continues to perform research and develop custom-made medical device solutions in close collaboration with scientists and clinicians. To learn more, please visit https://integrum.se/.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow 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 rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Integrum in any jurisdiction, neither from Integrum nor from someone else.
This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an Information Document in the form provided for in Annex IX of the Prospectus Regulation before the subscription period in the Rights Issue begins.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable 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 Rights Issue of the 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, within or into the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may 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 upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a 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 release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Growth Market's rule book for issuers.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
As Integrum is deemed to carry out activities worthy of protection in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require examination by the Inspectorate for Strategic Products. The Company will publish more information about this on the Company's website, www.integrum.se, no later than in connection with the publication of the Information Document.
