Integrum AB (publ) ("Integrum" or the "Company") announced on October 16, 2025 that the Board of Directors had resolved to carry out an issue of shares of series B with preferential right for existing shareholders of up to approximately SEK 42.7 million (the "Rights Issue"). The Board of Directors' resolution on the Rights Issue was approved at the extraordinary general meeting of the Company held on November 10, 2025. Integrum hereby announces that subscription by exercise of and through application of subscription without subscription rights amount to 18,711,946 shares, corresponding to approximately 351 percent of the Rights Issue. Meaning the Rights Issue is oversubscribed and accordingly, the guarantee commitments will not be utilized. Integrum will receive proceeds amounting to approximately SEK 42.7 million before deduction of costs attributable to the Rights Issue.
"The considerable interest in participating in our capital raising and the strong support from our shareholders is very encouraging and a sign of confidence in our ongoing strategic shift. We are grateful for your support and we will continue at an unabated pace and do everything to live up to your expectations. The capital raising gives us the flexibility to build a more robust and scalable business.", says Martin Hillsten, CEO Integrum.
Outcome
The breakdown of the outcome of the Rights Issue shows that 4,815,414 shares, corresponding to approximately 90.3 percent of the Rights Issue, have been subscribed for by exercise of subscription rights. In addition, application for subscription of 13,896,532 shares without subscription rights, corresponding to approximately 260.6 percent of the Rights Issue, have been received. Integrum will receive proceeds of approximately SEK 42.7 million before deduction of cost attributable to the Rights Issue that are expected to amount to approximately SEK 5.2 million.
Allotment of shares subscribed for without preferential right (i.e. without subscription rights) in the Rights Issue will be conducted according to the principles set out in the information document prepared in connection with the Rights Issue, published by the Company on November 14, 2025. Notification of allotment of shares subscribed for without subscription rights will be sent via a contract note to the parties that are allotted such shares, and payment for such shares shall be made in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allotment in accordance with the procedures of the nominee.
Dilution, number of shares and share capital
Before the execution of the Rights Issue, the Company's share capital amounts to SEK 1,493,402.96 allocated between 21,334,328 shares, of which 640,000 are shares of series A and 20,694,328 are shares of series B. Following registration of the 5,333,582 new shares of series B issued in the Rights Issue, Integrum's share capital will be SEK 1,866,753.70 and the total number of shares will increase to 26,667,910 shares, of which 640,000 are shares of series A and 26,027,910 are shares of series B.
This corresponds to a dilution of 20.0 percent of the capital and approximately 16.4 percent of the votes in the Company.
Trading in BTA and conversion into shares of series B
BTA (paid subscribed share) (Sw. "betald tecknad aktie") will be subject to trading on Nasdaq First North Growth Market until December 10, 2025. BTA is expected to be converted into shares of series B and to begin to trade on Nasdaq First North Growth Market on or about December 16, 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.
For more information, please contact:
Martin Hillsten, CEO
Tel: +46 733 55 28 32
Email: martin.hillsten@integrum.se
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 has prepared an information document in the form provided for in Annex IX of the Prospectus Regulation. The Information Document is available on the Company's website, www.integrum.se. The Swedish Financial Supervisory Authority, which is the national competent authority, has not approved nor reviewed the Information Document. Each investor is advised to make their own assessment of whether it is appropriate to invest in the Company.
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. More information about this is available on the Company's website, www.integrum.se.