THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, 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 ANY OTHER JURISDICTION WHERE SUCH DISCLOSURE, PUBLICATION OR DISTRIBUTION WOULD BE IN CONFLICT WITH APPLICABLE REGULATIONS OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN CELL IMPACT AB (PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW.
Cell Impact AB (publ) (the "Company" or "Cell Impact") announces today the outcome of the rights issue of shares resolved by the Board of Directors on December 22, 2025, and approved by the extraordinary general meeting on January 30, 2026 (the "Rights Issue"). In total, 163,343,327 shares, corresponding to approximately 55.5 percent of the Rights Issue, were subscribed for with the support of subscription rights, and 7,396,209 shares, corresponding to approximately 2.5 percent of the Rights Issue, were subscribed for without the support of subscription rights. In addition, guarantee commitments relating to 6,011,311 shares, corresponding to approximately 2.0 per cent of the Rights Issue, will be utilised. In total, 176,750,847 shares were subscribed for, corresponding to approximately 60.0 percent of the Rights Issue. Through the Rights Issue, Cell Impact will receive approximately SEK 23 million before issue costs.
Outcome of the Rights Issue
The subscription period in the Rights Issue ended on February 20, 2026. The final outcome shows that 163,343,327 shares, corresponding to approximately 55.5 percent of the Rights Issue, were subscribed for with the support of subscription rights, and 7,396,209 shares, corresponding to approximately 2.5 percent, were subscribed for without the support of subscription rights. In addition, the guarantors were allocated 6,011,311 shares, corresponding to approximately 2.0 percent of the Rights Issue. In total, 176,750,847 shares were subscribed for, corresponding to approximately 60.0 percent of the Rights Issue, which means that Cell Impact will receive approximately SEK 23 million before deduction of issue-related costs. The subscription price in the Rights Issue was SEK 0.13 per share.
For guarantee commitments, a cash guarantee compensation of fifteen (15) percent of the guaranteed amount will be paid, alternatively eighteen (18) percent of the guaranteed amount in the form of newly issued shares in the Company. Guarantors must, within two (2) banking days, notify whether the guarantee compensation shall be paid in cash or in the form of newly issued shares in the Company. The subscription price for the shares that may be issued to the guarantors as guarantee compensation will correspond to the subscription price per share in the Rights Issue, which the Board of Directors of the Company considers to be on market terms. Any decision on a directed share issue to the guarantors will be announced through a separate press release.
Notification of allotment
Subscribers who have applied for shares without the support of subscription rights will be allotted shares in accordance with the principles outlined in the information document published by the Company on February 5, 2026. As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent around February 25, 2026. Subscribed and allotted shares must be paid in cash in accordance with the instructions set out in the contract note. Shareholders with nominee-registered holdings will receive notification of allotment in accordance with the procedures of their respective nominee. Only those who receive an allotment will be notified.
Share capital and number of shares
Through the Rights Issue the total number of shares in Cell Impact will increase by 176,750,847 shares, from 294,584,745 shares to 471,335,592 shares. Through the Rights Issue in combination with the reduction of the share capital and the bonus issue resolved upon by the extraordinary general meeting held on January 30, 2026, the share capital of Cell Impact will increase only marginally by SEK 0.14, from SEK 58,916,949.12 to SEK 58,916,949.26. The quota value per share amounts to SEK 0.125.
Trading in BTAs
Trading in BTAs (Paid Subscribed Shares) takes place on Nasdaq First North Growth Market until the conversion into shares following the registration of the Rights Issue with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place around week 11 of 2026. The last day of trading in BTAs is preliminarily expected to be March 16, 2026.
Advisers
Stockholm Corporate Finance AB is acting as financial adviser and Wåhlin Advokater AB as legal adviser to Cell Impact in connection with the Rights Issue. Aqurat Fondkommission AB is serving as issuing agent in connection with the Rights Issue.
This information is such information that Cell Impact AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted, through the agency of the contact person above, for publication on February 24 2026 at 16:40 CET.
About Stockholm Corporate Finance
Stockholm Corporate Finance AB is an independent, privately owned financial advisor offering services in qualified advisory related to capital raising, ownership changes, acquisitions, mergers, divestments (M&A), and flexible debt solutions (Private Debt) for publicly listed and private companies and their owners. Stockholm Corporate Finance is a securities company under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) and a member of the industry organization SwedSec Licensiering AB. www.stockholmcorp.se
Important information
The publication, disclosure, or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions, and persons in jurisdictions where this press release has been published or distributed should inform themselves of, and observe, 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 their respective jurisdictions. This press release does not constitute an offer of, or an invitation to acquire or subscribe for, any securities in Cell Impact in any jurisdiction, whether from Cell Impact or from any other party.
This press release does not constitute 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. No prospectus will be prepared in connection with the Rights Issue. The Company has prepared and published an information document in the format prescribed in Annex IX to the Prospectus Regulation. The information document is available on Cell Impact's website, www.cellimpact.com.
This press release does not identify or purport to identify any risks (direct or indirect) that may be attributable to an investment in the Company. The information contained in this press release is provided solely for the purpose of describing the background to the Rights Issue and does not purport to be complete or exhaustive. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this press release.
This press release does not constitute an offer of, or an invitation to acquire 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 applicable 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 unless they are registered, exempt from registration, or offered 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 offering 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 unlawful or subject to legal restrictions or would require additional registration or other measures beyond those required under Swedish law. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
Forward-Looking Statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations regarding, and objectives for, the Company's future operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities, as well as the markets in which the Company 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 on various assumptions, many of which are in turn based on further assumptions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct or that they will materialise. Since these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed or implied by such forward-looking statements as a result of many factors. Such risks, uncertainties, unforeseen events 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from error and accepts no responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements herein to reflect subsequent events. The information, opinions and forward-looking statements contained in this press release speak only as at the date of this press release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release any revisions to any forward-looking statements to reflect events or circumstances arising in relation to the content of this press release.
Information to distributors
For the purposes of complying 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) national implementing measures (together, the "MiFID II Product Governance Requirements"), and for the purpose of disclaiming any non-contractual, contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, the offered shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an identified target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible 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 decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed return or capital protection; and an investment in the Company's shares is suitable only for investors who do not require guaranteed returns or capital protection and who (either alone or together with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear the losses that may result from such an investment. The Target Market Assessment does not affect any other contractual, legal or regulatory selling restrictions in relation 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 undertaking its own target market assessment in respect of the Company's shares and for determining appropriate distribution channels.
For more information, please contact:
Daniel Vallin
CEO and IR contact, Cell Impact AB (publ)
+46 73 068 66 20 or daniel.vallin@cellimpact.com
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 manufacturers of fuel cells and electrolyzers. The Company has developed and patented a unique high-velocity forming method, Cell Impact Forming, which enables the scalable and cost-efficient production of flow plates compared to conventional forming methods. Cell Impact Forming is an environmentally friendly technology that uses no water and very little electricity.
Cell Impact is listed on Nasdaq First North Growth Market, and FNCA Sweden AB is the Company's Certified Adviser (CA).
