NOT FOR PUBLICATION, DISTRIBUTION OR CIRCULATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW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 NOT BE COMPATIBLE WITH APPLICABLE REGULATIONS OR WOULD REQUIRE REGISTRATION OR SIMILAR MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
OptiCept Technologies AB (publ) ("OptiCept" or the "Company") has today, pursuant to the authorisation granted by the extraordinary general meeting on 18 December 2025 and in accordance with the announcement made in a press release on 8 March 2026, resolved to carry out a directed share issue of 20,653,650 shares (the "Directed Share Issue") to the lenders and the issuer of the credit facility who have requested early conversion of loans totalling approximately SEK 44.4 million, including arrangement fees and accrued interest. The subscription price in the Directed Share Issue has been set at SEK 2.15 per share. All shares in the Directed Share Issue have been subscribed for and allotted. The issue proceeds will be paid by set-off of claims under the loan agreement and credit facility. As the Board of Directors has today resolved on the Directed Share Issue at a subscription price of SEK 2.15 per share, the subscription price upon exercise of warrants of series TO8 currently amounts to SEK 2.15 per share, in accordance with the terms and conditions of the warrants.
In accordance with the Company's announcement on 8 March 2026, the Company has received written undertakings from the lenders Björn Wetterling, Business-Remedy Associates Sweden AB, Curam Holding AB, JEQ Capital AB, JJV Investment Group AB, Med Tech Invest Europe AB, Mikael Blihagen, Rickard Rönblom and Torsion Invest AB to convert loans totalling approximately SEK 31.7 million, as well as arrangement fees and accrued interest totalling approximately SEK 3.5 million, into shares in the Company in accordance with the loan agreement announced on 23 November 2025 (the "Loan Agreement"). The Company and the provider of the credit facility of SEK 10.0 million entered into in connection with the Loan Agreement (the "Credit Facility"), Torsion Invest AB, have also agreed to convert outstanding amounts under the Credit Facility totalling approximately SEK 4.0 million, as well as an arrangement fee and accrued interest totalling approximately SEK 0.6 million, into shares in the Company. In addition, further lenders under the Loan Agreement, Andreas Jahn and Quantum Leben AG, have now announced their intention and entered into written undertakings to convert outstanding loans totalling approximately SEK 4.2 million, as well as arrangement fees and accrued interest totalling approximately SEK 0.5 million.
In total, the Company has thus received written undertakings regarding the conversion of loans under the Loan Agreement and outstanding amounts under the Credit Facility totalling approximately SEK 39.8 million, as well as an arrangement fees and accrued interest totalling approximately SEK 4.6 million, amounting to a total of approximately SEK 44.4 million.
In light of this, and pursuant to the authorisation granted by the extraordinary general meeting on 18 December 2025, the Board of Directors has resolved to carry out the Directed Share Issue of 20,653,650 new shares to the relevant lenders and the issuer of the Credit Facility. All shares in the Directed Share Issue have been subscribed for and allotted. The issue proceeds will be paid by set-off of claims under the Loan Agreement and the Credit Facility. The shares are allocated as follows.
| Creditor | Number of shares |
| Lenders under the Loan Agreement | |
| Torsion Invest AB | 7,187,253 |
| JEQ Capital AB | 2,743,674 |
| Rickard Rönblom | 2,070,697 |
| JJV Investment Group AB | 1,512,732 |
| Curam Holding AB | 1,410,662 |
| Quantum Leben AG | 1,410,662 |
| Andreas Jahn | 745,744 |
| Björn Wetterling | 517,674 |
| Mikael Blihagen | 399,903 |
| Business-Remedy Associates Sweden AB | 310,604 |
| Med Tech Invest Europe AB | 207,069 |
| Issuer of the Credit Facility | |
| Torsion Invest AB | 2,136,976 |
| Total: | 20,653,650 |
The purpose of the Directed Share Issue and the reason for the deviation from shareholders' preferential rights is to fulfil the Company's obligations towards the lenders and the issuer of the Credit Facility in accordance with the Loan Agreement and the Credit Facility. Furthermore, OptiCept's Board of Directors considers that it is beneficial to the Company's financial position to repay outstanding loans, including arrangement fees and accrued interest, in the form of shares rather than through cash repayment.
The subscription price for the newly issued shares has been set at SEK 2.15 per share, corresponding to a discount of approximately 25.0 per cent against the closing price on 21 November 2025, which was the last closing price prior to the Loan Agreement and the Credit Facility being entered into. The terms of the Directed Share Issue, including the subscription price, have been determined in accordance with the Loan Agreement and the Credit Facility, which have been negotiated on an arm's length basis with external investors. In light of this, the Board of Directors considers the subscription price to be in line with market conditions.
Following the Directed Share Issue, loan under the Loan Agreement remains in the total amount of approximately SEK 3.4 million, including the arrangement fees and accrued interest. The outstanding portion of the loan under the Loan Agreement is due for payment in cash on 16 January 2027. Under the Credit Facility, the Company has the option to request disbursements of the remaining SEK 6.0 million. The provider of the Credit Facility is entitled to convert any further outstanding amounts under the Credit Facility by notifying the Company of this no earlier than 15 December 2026 and no later than 4 January 2027. To the extent that conversion has not taken place prior to that date, any outstanding amounts under the Credit Facility shall fall due for cash payment on 16 January 2027. The Company may repay any remaining loans under the Loan Agreement and any outstanding amounts under the Credit Facility, in whole or in part, at any time prior to the due date without incurring any additional costs.
Share capital, number of shares and dilution
The Directed Share Issue entails an increase in the number of shares in OptiCept by 20,653,650 shares, from 65,144,683 shares to 85,798,333 shares, and an increase in share capital by SEK 1,858,828.50, from SEK 5,863,021.47 to SEK 7,721,849.97, representing a dilution of approximately 24.1 per cent of the number of shares and votes in the Company.
Terms and conditions for warrants of series TO8
On 27 May 2025, the Board of Directors, pursuant to the authorisation granted by the annual general meeting on 22 May 2025, to carry out a directed issue of a total of 1,425,000 warrants of series TO8 to a number of Swedish institutional and other qualified investors, including existing shareholders, as well as a directed issue of a total of 3,197,349 warrants of series TO8 to lenders. On 18 December 2025, the extraordinary general meeting resolved, following a proposal from the Board of Directors, on directed issues of a further total of 3,670,258 warrants of series TO8 to lenders under the Loan Agreement and the provider of the Credit Facility. Each warrant of series TO8 entitles the holder, during the period from and including 1 May 2030 to and including 5 June 2030, to subscribe for one (1) new share in the Company. The subscription price per share upon exercise of the warrants shall be the lower of (i) SEK 7.5 and (ii) the most recent subscription price applied in any of the following cases (a) in a rights issue of shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office up to and including 31 December 2025, and (b) applied in a new issue of shares in the Company (whether with or without preferential rights for shareholders) from and including 1 January 2026 up to and including 5 June 2030.
As the Board of Directors has today resolved on the Directed Share Issue at a subscription price of SEK 2.15 per share, the subscription price upon exercise of the warrants of series TO8 currently amounts to SEK 2.15 per share in accordance with the terms and conditions of the warrants.
Advisers
Corpura Fondkommission AB, www.corpura.se, is acting as financial adviser and Moll Wendén Advokatbyrå AB is acting as legal adviser to OptiCept in connection with the Directed Share Issue. Aqurat Fondkommission AB is acting as issuing agent.
For further information, please contact:
Ulf Hagman, Chairman of the Board
ulf.hagman@opticept.se
Important information
The publication, release or distribution of this press release may be subject to legal restrictions in certain jurisdictions, and persons in jurisdictions where this press release has been published or distributed must 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 each respective jurisdiction. This press release does not constitute an offer to sell or an invitation to acquire or subscribe for any securities issued by the Company in any jurisdiction where such offer or invitation would be unlawful.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. This press release also does not constitute a document in the form prescribed by Annex IX of the Prospectus Regulation.
Within the European Economic Area ("EEA"), no offer of shares, warrants or other securities ("Securities") is made to the public in any country other than Sweden. In other member states of the European Union ("EU"), any such offer of Securities may only be made in accordance with an exemption under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation into national law, any such offer of Securities may only be made in accordance with an exemption under the Prospectus Regulation and in accordance with each relevant implementation measure. In other EEA countries that have not implemented the Prospectus Regulation into national law, any such offer of Securities may only be made in accordance with an applicable exemption under national legislation.
This press release does not constitute an offer to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered or sold in the United States unless they are registered, exempt from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any of the securities referred to herein in the United States or to make any public offering of such securities in the United States. The information in this press release may not be published, released, copied, reproduced or distributed, directly or indirectly, in whole or in part, into or within the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction where such publication, release or distribution would be contrary to applicable regulations or where such action would be subject to legal restrictions or require additional registration or other actions beyond those required under Swedish law. Any failure to comply with these instructions may constitute a violation of applicable securities laws.
In the United Kingdom, this document and any other material relating to the securities referred to herein are distributed and directed only to, and any investment or investment activity to which this document relates is available only to, and will only be engaged in with, "qualified investors" who are (i) persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this press release relates in the United Kingdom is only available to relevant persons and will only be undertaken with relevant persons. Persons who are not relevant persons should not act on or rely upon this press release.
This press release does not identify or purport to identify risks (direct or indirect) associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investment decision. Each investor or potential investor must conduct their own investigation, analysis and evaluation of the business and the information described in this press release and all publicly available information. The price and value of the securities may decrease as well as increase. Past performance is not a guide to future results. Neither the content of the Company's website nor any other website accessible through hyperlinks on the Company's website is incorporated into or forms part of this press release.
Forward-looking statements
This press release contains forward-looking statements regarding the Company's intentions, assessments or expectations concerning its future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could", and, in each case, their negatives or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will occur or that they are correct. As these assumptions are based on estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed or implied in the forward-looking statements for many different reasons. Such risks, uncertainties, contingencies and other important factors may cause actual developments to differ materially from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and each reader of this press release should not place undue reliance on the forward-looking statements contained herein. The information, opinions and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and may be subject to change. Neither the Company nor any other party undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances arising in relation to the contents of this press release, unless required by law or the Nasdaq First North Growth Market rulebook.
Contacts
About Us
OptiCept Technologies AB (publ) provides the food and plant industry with technological solutions that contribute to a more sustainable world and enable climate-smart economic growth. OptiCept optimizes biological processes - Increased extraction from raw material, extended shelf life, reduced waste, and improved quality (taste, aroma, color, nutritional content) of the final product.
The positive effects of technology increase efficiency for our customers, provide better products for the consumers, and minimal impact on our environment. Through patented technology in PEF (pulsed electric field) and VI (Vacuum Infusion), the technology opens up new business opportunities for the food and plant industry worldwide. OptiCept's vision is to contribute to a sustainable world by offering efficient, green, cutting-edge technology that is easy to use in the areas of FoodTech and PlantTech.
The company is located in Lund and the share is traded on the Nasdaq First North Growth Market (ticker: OPTI). The Company's Certified Adviser is Tapper Partners AB.
For further information visit:
OptiCept Technologies Official Website
