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STOCKHOLM, SE / ACCESS Newswire / November 5, 2025 / Bambuser AB (STO:BUSER) (FRA:5JL) - The board of directors of Bambuser AB ("Bambuser" or the "Company") has today resolved to propose that an extraordinary general meeting resolves to carry out a rights issue of shares of approximately SEK 16 million before deduction of transaction costs (the "Rights Issue"). Certain major shareholders, as well as certain members of the Company's management, who together represent approximately 39 per cent of the outstanding shares in the Company, has committed to subscribe for shares in the Rights Issue corresponding to their respective pro rata share. In addition to the subscription commitments, certain major shareholders, as well as certain members of the Company's management, has entered into guarantee commitments. Thus, the Rights Issue is fully secured through subscription commitments and guarantee commitments. No commission is paid for the guarantee commitments. The board of directors have further resolved to propose that the extraordinary general meeting resolves on a reverse share split (the "Reverse Share Split"). Notice to the extraordinary general meeting on 9 December 2025 to resolve, among other things, on the Rights Issue and the Reverse Share Split will be published through a separate press release today. If the Rights Issue is oversubscribed, the board of directors may decide to increase the issue amount through an over-allotment issue of up to approximately SEK 10 million (the "Over-Allotment Issue").
Background and reasons
The purpose of the Rights Issue and the potential Over-Allotment Issue is to further strengthen Bambuser's commercial expansion and go-to-market initiatives.
Upon full subscription in the Rights Issue, the Company will receive approximately SEK 16 million before deductions for transaction costs. If the Rights Issue is fully subscribed and the board of directors resolves to increase the issue amount through the Over-Allotment Issue, the Company will additionally receive a maximum of approximately SEK 10 million before deductions of transactions costs. The Company intends to use the net proceeds to accelerate sales-driven growth through targeted recruitments, enhanced marketing activities, and the development of strategic partnerships - all while preserving the Company's current cash position to maintain financial flexibility and operational resilience.
In order to achieve an, for the Company, appropriate number of shares, the board of directors have further resolved to propose that the extraordinary general meeting resolves on the Reverse Share Split whereby thirty (30) existing shares shall be consolidated into one (1) new share (consolidation ratio 30:1).
Summary
The board of directors of Bambuser has today resolved to propose that an extraordinary general meeting shall resolve to carry out the Rights Issue and the Reverse Share Split.
If the Rights Issue is oversubscribed, the board of directors may decide to increase the issue amount through the Over-Allotment Issue of up to approximately SEK 10 million, based on the authorization from the annual general meeting on 2 June 2025.
The extraordinary general meeting is intended to be held on 9 December 2025 and the notice will be published through a separate press release today.
The Rights Issue is proposed to comprise a maximum of 1,005,882 shares that can be subscribed for at a subscription price of SEK 15.90per share.
The subscription price in the Rights Issue, and the potential Over-Allotment Issue, corresponds the volume weighted average price of the Company's share on Nasdaq First North Growth Market during 10 trading days, from 22 October 2025 up to and including 4 November 2025, with a discount of approximately 11 per cent, recalculated based on the proposed Reversed Share Split. The subscription price in the Rights Issue, and the potential Over-Allotment Issue, thus amounts to SEK 15.90 per share.
Upon full subscription in the Rights Issue, the Company will receive issue proceeds of approximately SEK 16 million, before transaction costs.
If the Rights Issue is fully subscribed and the board of directors resolves to increase the issue amount through the Over-Allotment Issue, the Company will additionally receive a maximum of approximately SEK 10 million, before transaction costs.
Those who are shareholders in the Company on the record date for the Rights Issue on 14 January 2026 will receive one (1) subscription right for each share held on the record date. Seven (7) subscription rights entitle the holder to subscribe for one (1) new share in the Rights Issue, based on the share structure in the Company after completion of the Reverse Share Split.
Subscription in the Rights Issue is proposed to take place during the period 16 January 2026 - 30 January 2026.
Trading with subscription rights is expected to take place on Nasdaq First North Growth Market during the period 16 January 2026 - 27 January 2026 and trading with BTA (paid subscribed shares) is expected to take place on Nasdaq First North Growth Market from 16 January 2026 up to and including 11 February 2026.
Certain major shareholders, as well as certain members of the Company's management, who together represent approximately 39 per cent of the outstanding shares in the Company, has committed to subscribe for shares in the Rights Issue corresponding to their respective pro rata share.
In addition to the subscription commitments, certain major shareholders, as well as certain members of the Company's management, has entered into guarantee commitments. No commission is paid for the guarantee commitments. Thus, the Rights Issue is fully secured through subscription commitments and guarantee commitments.
In order to achieve an, for the Company, appropriate number of shares, the board of directors have further resolved to propose that the extraordinary general meeting resolves on the Reverse Share Split whereby thirty (30) existing shares shall be consolidated into one (1) new share (consolidation ratio 30:1).
The General Meeting
The Company will, through a separate press release, convene an extraordinary general meeting to resolve, among other things, on the Rights Issue and the Reverse Share Split. The extraordinary general meeting is expected to be held on 9 December 2025.
The Reverse Share Split
Today, on 5 November 2025, the board of directors of Bambuser resolved, in order to achieve an, for the Company, appropriate number of shares, to propose that the extraordinary general meeting resolves on the Reverse Share Split whereby thirty (30) existing shares shall be consolidated into one (1) new share (consolidation ratio 30:1).
In order to achieve a number of shares evenly divisible by 30 in the Company, the board of directors also proposes that the extraordinary general meeting resolves on a directed equalization issue to Bergs Securities AB of 15 shares at the quota value (the "Equalization Issue").
A shareholder who, on the record date of the Reverse Share Split, does not hold a number of shares that is evenly divisible by 30 will, from Muirfield Invest Aktiebolag (the "Guarantor"), free of charge and through Euroclear Sweden AB's agency, receive the number of shares so that the shareholder's holding becomes evenly divisible by 30 (so-called rounding up) ("Top-up Shares"). This means that all shareholders will hold shares corresponding to a whole number of new shares at the time of the reverse share split and there will be no excess shares (so-called fractions). In order to compensate the Guarantor for their transfer of the Top-up Shares in the Reverse Share Split, the board of directors further proposes that the EGM resolves on a directed issue to the Guarantor, at the quota value, of not more than 15,000 shares (based on the share structure after completion of the Reverse Share Split) (the "Compensation Issue"). Subscription in the Compensation Issue shall take place after completion of the Reverse Share Split and the Guarantor shall be entitled to subscribe for the number of shares that the Guarantor transferred to other shareholders, free of charge, in order to enable the Reverse Share Split, re-calculated based on the Reverse Share Split.
After completion of the Reverse Share Split, the number of shares in the Company will decrease by 204,194,220, from 211,235,400 (after completion of the Equalization Issue and not included the Compensation Issue) to 7,041,180. The Reverse Share Split will simultaneously result in an increase of the share's quota value from SEK 0.05 to SEK 1.5.
The resolution on the Reverse Share Split and the Equalization Issue shall be registered with the Swedish Companies Registration Office as soon as possible after the extraordinary general meeting, and it is proposed that the extraordinary general meeting authorize the board of directors to determine the record date for the Reverse Share Split, which, however, may not occur before the date on which the resolution on the Reverse Share Split has been registered with the Swedish Companies Registration Office.
Since the resolution on the Reverse Share Split requires an amendment of the articles of association, the board of directors will also present a proposal at the extraordinary general meeting to amend the articles of association to enable the Reverse Share Split.
The Rights Issue
Background
Today, on 5 November 2025, the board of directors of Bambuser resolved to propose that an extraordinary general meeting resolves on a new share issue of a maximum of 1,005,882 shares (based on the share structure after completion of the Reverse Share Split) with preferential rights for the Company's existing shareholders. The purpose of the Rights Issue, and the potential Over-Allotment Issue, is to further strengthen Bambuser's commercial expansion and go-to-market initiatives. The subscription price corresponds to the volume weighted average price of the Company's share on Nasdaq First North Growth Market during 10 trading days, from 22 October 2025 up to and including 4 November 2025 with a discount of approximately 11 per cent, recalculated based on the proposed Reversed Share Split. The subscription price in the Rights Issue thus amounts to SEK 15.90 per share, which, if fully subscribed, would mean that the Company receives approximately SEK 16 million before transaction costs.
Subscription and guarantee commitments
Certain major shareholders, as well as certain members of the Company's management, who together represent approximately 39 per cent of the outstanding shares in the Company, has committed to subscribe for shares in the Rights Issue corresponding to their respective pro rata share.
In addition to the subscription commitments, certain major shareholders, as well as certain members of the Company's management, has entered into guarantee commitments. No commission is paid for the guarantee commitments. Thus, the Rights Issue is fully secured through subscription commitments and guarantee commitments.
Terms and conditions
Preferential rights and subscription rights
Those who are registered as shareholders in the share register maintained by Euroclear, on behalf of Bambuser, on the record date for the Rights Issue on 14 January 2026, have preferential rights to subscribe for new shares in the Rights Issue in proportion to the number of shares held on the record date.
Such shareholders in Bambuser will receive one (1) subscription right for each share held on the record date. Seven (7) subscription rights entitle the holder to subscribe for one (1) new share (based on the share structure of the Company after completion of the Reverse Share Split). Only a whole number of shares can be subscribed for.
The Rights Issue (excluding the Over-Allotment Issue) is proposed to increase the number of outstanding shares by a maximum of 1,005,882 shares, from 7,041,180 shares (after completion of the Reverse Share Split) shares to 8,047,062 shares upon full subscription. The Rights Issue is proposed to increase the share capital by a maximum of SEK 1,508,823, from SEK 10,561,770 to SEK 12,070,593 upon full subscription.
For existing shareholders, the Rights Issue (excluding the Over-Allotment Issue) results in a dilution effect of approximately 12.5 per cent of the capital and votes in the Company upon full subscription. Shareholders who choose not to subscribe in the Rights Issue have the opportunity to compensate this dilution effect financially by selling their received subscription rights.
Subscription price
The subscription price amounts to SEK 15.90 per share. No commission will be paid.
The subscription price in the Rights Issue corresponds to the volume weighted average price of the Company's share on Nasdaq First North Growth Market during 10 trading days, from 22 October 2025 up to and including 4 November 2025 with a discount of approximately 11 per cent, recalculated based on the proposed Reversed Share Split.
Record date
The record date for determining who is entitled to receive subscription rights in the Rights Issue is proposed to be 14 January 2026. The last day of trading in the shares including the right to participate in the Rights Issue is 12 January 2026. The shares are traded without the right to participate in the Rights Issue from 13 January 2026.
Subscription and payment
Subscription of shares with subscription rights is proposed to be made by cash payment during the period from and including 16 January 2026 up to and including 30 January 2026. Subscription of shares without subscription rights shall be made during the same period. Payment for shares subscribed for without subscription rights shall be made no later than three banking days after notice of allotment has been sent to the subscriber by way of a contract note. The board of directors is entitled to extend the subscription and payment period.
Trading in subscription rights and BTAs
Trading in subscription rights is expected to take place on Nasdaq First North Growth Market during the period from Friday, 16 January 2026 up to and including Tuesday, 27 January 2026. Upon sale of subscription rights, both primary and subsidiary subscription rights will be transferred to the new holder.
Trading with BTA (paid subscribed shares) is expected to take place on Nasdaq First North Growth Market from 16 January 2026 up to and including 11 February 2026.
Allotment
In the event that not all shares are subscribed for with preferential rights in accordance with the above, the board of directors shall, within the framework of the maximum amount of the Rights Issue, decide on the allocation of shares to others who have subscribed for shares without preferential rights and decide on the distribution between subscribers.
Firstly, allotment of shares subscribed for without subscription rights shall be made to such subscribers who have also subscribed for shares with subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to such subscribers cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights exercised for subscription of shares. Secondly, allotment of shares subscribed for without subscription rights shall be made to others who have subscribed without subscription rights, and in the event that allotment to such subscribers cannot be made in full, allotment shall be made pro rata in relation to the number of shares subscribed for by each subscriber. Thirdly to investors who have entered into guarantee commitments, pro rata in relation to respective guarantee commitment. Insofar allocation cannot be done pro rata in any of the above stages, allocation will be done by drawing of lots.
Complete terms and conditions
Subject to the extraordinary general meeting resolving on the Rights Issue, complete terms and conditions for the Rights Issue will be made available on the Company's website ir.bambuser.com before the subscription period commences.
Other
The resolution on the Rights Issue is conditional upon the extraordinary general meeting also resolving on the Reverse Share Split.
The Over-Allotment Issue
If the Rights Issue is oversubscribed, the board of directors may decide to increase the issue amount through the Over-Allotment Issue of up to approximately SEK 10 million, based on the authorization from the annual general meeting on 2 June 2025. The purpose for the potential Over-Allotment Issue is to meet the higher demand for subscription from current and new shareholders to further strengthen Bambuser's commercial expansion and go-to-market initiatives.
The Over-Allotment Issue will technically be structured as a directed new issue and will be carried out in connection with announcement of the outcome of the Rights Issue. The subscription price in the potential Over-Allotment Issue will correspond to the subscription price in the Right Issue. Allocation in the Over-Allotment Issue shall be made to investors who have expressed an interest in subscribing for shares in the Rights Issue, and in the event that allocation to these cannot be made in full, allocation shall be made pro rata in relation to their expressed interest and, to the extent that this cannot be done, by drawing lots.
The reason for any deviation from shareholders' preferential rights in the Over-Allotment Issue is to meet the high subscription interest in the Rights Issue. The board of directors has carefully considered various options for meeting investor interest and has concluded that it is advantageous for current shareholders, who are also given the opportunity to subscribe for new shares in the Rights Issue, for the Company to carry out the Rights Issue and, in the event of oversubscription in the Rights Issue, be given the opportunity to meet the strong interest of investors who have applied for subscription, by increasing the issue amount through the Over-Allotment Issue.
In the event that the Company increases the issue amount through the Over-Allotment Issue, and upon full subscription in the Rights Issue and the Over-Allotment Issue, the number of shares will increase by a maximum of 1,634,813 shares from 7,041,180 shares (after completion of the Reverse Share Split) to 8,675,993 and the share capital will increase by SEK 2,452,219.5 from SEK 10,561,770 to SEK 13,013,989.5. The maximum possible dilution for shareholders who do not participate in the Rights Issue would then, in the event of full subscription in the Over-Allotment Issue, amount to approximately 18.8 per cent.
Preliminary timetable for the Rights Issue
9 December 2025: Extraordinary general meeting.
23 December 2025: Record date for the Reverse Share Split.
12 January 2026: Last day of trading including the right to receive subscription rights.
13 January 2026: First day of trading excluding the right to receive subscription rights.
14 January 2026: Record date for receiving subscription rights and the right to participate in the Rights Issue.
16 January 2026 - 27 January 2026: Trading in subscription rights.
16 January 2026 - 30 January 2026: Subscription period.
Around 2 February 2026: Publishing of the outcome of the Rights Issue. Contract notes are distributed.
Advisors
Advokatfirman Delphi is acting as legal advisor to the Company in connection with the Rights Issue. Bergs Securities AB has been engaged as issuing agent in connection with the Rights Issue.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Bambuser. The information in this announcement is for information purposes only and does not claim to be complete or exhaustive. No person should rely for any purpose on the information contained in this press release or its accuracy, reasonableness or completeness.
This press release does not constitute a prospectus pursuant to 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 (together with the related delegated and implementing regulations, the "Prospectus Regulation").
This press release or the information contained in this press release may not, in whole or in part, be announced, published or distributed, directly or indirectly, in or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or the United States or any other jurisdiction where such action is wholly or partly subject to legal restrictions or where such action would require additional prospectuses, registrations or other measures in addition to what is required under Swedish law. Nor may the information in this press release be forwarded, reproduced or published in a manner that contravenes such restrictions or would entail such requirements. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
No subscription rights, BTAs or new shares have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares (BTAs) or new shares may be offered, subscribed, exercised, pledged, granted, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In addition, the securities referred to in this press release have not been and will not be registered under applicable securities laws in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or Switzerland and, subject to certain exceptions, may not be offered or sold to or within, or for the account or benefit of, any person resident or domiciled in these countries or any other jurisdiction in which the announcement, distribution or publication would be unlawful or would require registration or any other measures. The Company has not made any offer to acquire the securities referred to in this press release to the public in any country other than Sweden.
In any EEA Member State other than Sweden (each such EEA Member State a "Relevant State"), this press release and the information contained herein is only addressed to and directed at qualified investors as defined in the Prospectus Regulation. The securities referred to in this press release are not being offered to the public in any Relevant State and are only available to qualified investors except pursuant to an exemption in the Prospectus Regulation. Persons in a Relevant State who are not qualified investors should not take any action based on this press release nor rely on it.
In the United Kingdom, this press release, and any other material relating to the securities referred to herein, is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU: Prospectus Regulation (2017/1129/EU) incorporated into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); (ii) are persons falling within Article 49. 2(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Forward-looking statements
This press release contains certain forward-looking statements that are based on uncertainty because they relate to events and depend on circumstances that will occur in the future and that, by their nature, may have an impact on Bambusers' results and financial position. Such forward-looking statements reflect Bambusers' current expectations and are based on the information currently available. Bambuser cannot give any assurance that such forward-looking statements will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied in these forward-looking statements.
Contact information
Corporate Communications, Bambuser AB
Jonas Lagerström, CFO/COO | +46 70 511 54 98 | ir@bambuser.com
Certified Adviser
DNB Carnegie Investment Bank AB
+46 73 856 42 65 | certifiedadviser@carnegie.se
This information is information that Bambuser AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-11-05 23:35 CET.
About Bambuser
Bambuser is the world's leading video commerce company, with the largest customer base in its industry. Trusted by more than 250 brands, Bambuser's international streaming services are available in 240 countries.
Bambuser is truly global with headquarters in Stockholm and offices in New York, London, Paris, Tokyo, and Turku, and with a passionate team speaking more than 30 languages. Founded in 2007 as a livestreaming pioneer, trusted by the world's leading news agencies, Bambuser pivoted to Live Shopping in 2020, leveraging its legacy as the industry leader in video-first technology.
Attachments
The board of directors of Bambuser proposes a fully secured rights issue of shares of approximately SEK 16 million and a reverse share split
SOURCE: Bambuser AB
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/computers-technology-and-internet/the-board-of-directors-of-bambuser-proposes-a-fully-secured-right-1097545