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The Board of Directors of 4C Group AB (publ) ("4C Strategies" or the "Company") has today, subject to subsequent approval by an Extraordinary General Meeting expected to be held on or around 26 June 2026, resolved to carry out a new issue of shares of approximately SEK 54 million with preferential rights for the Company's existing shareholders (the "Rights Issue"). The subscription price is SEK 7.00 per share. Certain existing shareholders in the Company, including Andreas Hedskog, Grenspecialisten AB and Tibia Konsult AB, have provided subscription commitments regarding subscription of shares by exercise of subscription rights in the Rights Issue, totalling approximately 27 percent of the Rights Issue. In addition, Tibia Konsult AB, Grenspecialisten AB and the external investors Salénia AB and Fredrik Lundgren have provided subscription commitments regarding the remaining approximately 73 percent of the Rights Issue. The Rights Issue is thus secured to 100 percent and will, if fully subscribed, provide the Company with approximately SEK 54 million (of which a maximum of approximately SEK 31 million is contributed through set-off of existing shareholder loans, depending on the outcome of the Rights Issue) before deduction of issue costs. If the Rights Issue is oversubscribed, the Board of Directors may resolve to increase the total issue amount by up to approximately SEK 20 million through an over-allotment option (the "Over-Allotment Option"). In connection with the Rights Issue, the Company is advancing the publication of the interim report for Q2 2026 to 9 July 2026.
Summary of the Rights Issue
- The Board of Directors of 4C Strategies has today, subject to subsequent approval by an Extraordinary General Meeting, resolved to carry out the Rights Issue. The Extraordinary General Meeting is planned to be held on or around 26 June 2026, and a notice will be published through a separate press release.
- Those who, on the record date of 7 July 2026, are registered as shareholders in 4C Strategies will have preferential rights to subscribe for shares in the Company in proportion to their existing shareholding in the Company. Each existing share entitles to one (1) subscription right. Five (5) subscription rights entitle to subscription of one (1) new share in the Rights Issue.
- The last day of trading in the share including the right to receive subscription rights in the Rights Issue is 3 July 2026.
- The subscription price is SEK 7.00 per share. No commission will be charged.
- A maximum of 7,654,999 shares may be issued in the Rights Issue.
- The subscription period in the Rights Issue runs from and including 9 July 2026 up to and including 23 July 2026.
- Upon full subscription in the Rights Issue, the Company will receive issue proceeds of approximately SEK 54 million before issue costs (of which a maximum of approximately SEK 31 million is contributed through set-off of existing shareholder loans).
- The Company has received subscription commitments from existing shareholders and external investors totalling approximately SEK 54 million, corresponding to 100 percent of the Rights Issue (excluding the Over-Allotment Option). The Rights Issue is thus fully secured.
- In the event of oversubscription in the Rights Issue, the Board of Directors of the Company may resolve to exercise the Over-Allotment Option of no more than 2,857,142 shares, corresponding to a maximum of approximately SEK 20 million before deduction of issue costs. The subscription price in the Over-Allotment Option will be the same as in the Rights Issue, i. e. SEK 7.00 per share. The Over-Allotment Option is conditional upon the Extraordinary General Meeting of the Company resolving to authorize the Board of Directors to resolve on the Over-Allotment Option.
Background and rationale for the Rights Issue
4C Strategies offers the Exonaut software with related implementation services and expert services within defence, total defence and societal resilience.
Since the listing, the Company has invested in sales and delivery capability for both resilience and defence solutions across a broad geographical market. However, the investment in resilience has not developed in line with the Company's expectations. The Company therefore communicated at the end of 2025 that the operations going forward would be conducted with a clearer focus on profitability and cash flow, as well as with increased concentration of resources on the defence and total defence areas.
As part of this, the Company has carried out a strategic transformation with a clearer focus on products and services within defence and total defence, as well as related expert services. These are the areas where the Company assesses that its competitiveness is strongest and where market opportunities are greatest. The change is aimed at concentrating resources on the areas where the Company assesses that it can create the greatest customer value and long-term returns. In parallel, the Company has implemented measures to adapt the cost base, which has resulted in a significantly lower level of ongoing costs. The implemented measures have taken effect on the Company's cost base as of the second quarter of 2026.
The Company has a strong market position as a trusted provider of training and exercise software within the defence sector globally. Demand for capability development, training and exercising is increasing as defence investments increasingly focus on converting new materiel investments into operational capability, as well as measuring and reporting achieved effect. This creates opportunities for the Company to develop its business with existing customers and broaden the customer base within NATO member states and other allied nations.
The Company's expert services are developing steadily with good profitability and a strong market position. The operation complements the Company's software solutions by providing operational experience and specialist expertise that strengthens customers' overall capability.
With a clearer strategic direction, an adapted cost base and favourable market conditions within the Company's core segments, the Company assesses that the conditions are good for continuing to developing the business and create long-term value for customers and shareholders.
Use of proceeds
The strategic transformation that the Company has completed, in combination with the longer lead times and uncertainty regarding business timing that characterise the defence market, has resulted in a need to strengthen the Company's short-term liquidity readiness. At the same time, the Company operates in a market with strong underlying growth drivers, where increased defence appropriations and investments are expected to create significant business opportunities in the coming years.
Through the Rights Issue, at full subscription, the Company will receive approximately SEK 54 million before issue costs, of which a maximum of approximately SEK 31 million through set-off of existing shareholder loans.
The proceeds from the Rights Issue, including any proceeds from the Over-Allotment Option, are intended to be used to strengthen the Company's working capital and ensure appropriate liquidity readiness. In addition, the Company intends to invest in its commercial capability within the defence area, primarily through strengthened sales resources. The investments are aimed at strengthening the Company's ability to meet increasing demand and capitalise on the business opportunities expected to arise as a result of the long-term increased defence investments in the Company's priority markets.
The Rights Issue
The Board of Directors of the Company has today, subject to subsequent approval by an Extraordinary General Meeting expected to be held on or around 26 June 2026, resolved to carry out the Rights Issue.
The subscription price in the Rights Issue is SEK 7.00 per share. Upon full subscription in the Rights Issue, the Company will receive proceeds of approximately SEK 54 million (of which a maximum of approximately SEK 31 million is contributed through set-off of existing shareholder loans, depending on the outcome of the Rights Issue) before deduction of issue costs, which are expected to amount to approximately SEK 1.1 million.
Those who, on the record date of 7 July 2026, are registered as shareholders in the Company will receive one (1) subscription right for each (1) share held. The subscription rights entitle the holder to subscribe for new shares in the Company with preferential rights, whereby five (5) subscription rights entitle to subscription of one (1) new share. In addition, investors are offered the opportunity to apply for subscription of shares without subscription rights.
The record date for participation in the Rights Issue is 7 July 2026. The Company's shares will be traded including the right to receive subscription rights up to and including 3 July 2026 and the first day of trading in the shares excluding the right to receive subscription rights is 6 July 2026.
The subscription period runs from and including 9 July 2026 up to and including 23 July 2026. The Board of Directors of the Company is entitled to extend the subscription period and the time for payment, in which case this will be announced by the Company by way of a press release no later than 23 July 2026. Subscription rights not exercised during the subscription period will become invalid and thus lose their value. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 9 July 2026 up to and including 20 July 2026 and trading in BTA (paid subscribed shares) will take place on Nasdaq First North Growth Market during the period from and including 9 July 2026 up until the Rights Issue has been registered with the Swedish Companies Registration Office.
If not all shares in the Rights Issue are subscribed for by exercise of subscription rights, allotment of the remaining shares within the maximum amount of the Rights Issue shall be made: firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether or not they were shareholders on the record date) and who have applied for subscription of shares without exercise of subscription rights (subsidiary preferential right), and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each of those who have applied to subscribe for shares without exercise of subscription rights has exercised for subscription of shares, and secondly, to others who have subscribed for shares in the Rights Issue without exercise of subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of shares that the subscriber has applied for subscription of. To the extent that allocation in any stage in accordance with the above cannot be made pro rata, allocation shall be made by drawing lots.
No prospectus or information document will be prepared in connection with the Rights Issue. Complete terms and conditions for the Rights Issue will be available on the Company's website, www.4cstrategies.com, Västra Hamnen Corporate Finance AB's website, www.vhcorp.se, and Eminova Fondkommission AB's website www.eminova.se, before the subscription period commences.
In connection with the Rights Issue, the Company is advancing the publication of the interim report for Q2 2026 to 9 July 2026.
The Over-Allotment Option
Through the Over-Allotment Option, the Company may increase the issue amount by up to an additional approximately SEK 20 million if the Rights Issue is oversubscribed, in order to accommodate a stronger demand than anticipated and meet demand from the external investors who in advance have entered into subscription commitments in the Rights Issue. The exercise of the Over-Allotment Option is conditional upon an Extraordinary General Meeting of the Company resolving on an issue authorization for the Board of Directors to be able to resolve on the Over-Allotment Option.
If the Over-Allotment Option is exercised, it will be carried out by the Board of Directors resolving on a directed new issue in connection with the outcome of the Rights Issue, based on the above-mentioned issue authorization.
The subscription price in the potential Over-Allotment Option will correspond to the subscription price in the Rights Issue, i.e. SEK 7.00 per share. In the event of oversubscription, allotment in the Over-Allotment Option shall be made to the external investors who in advance have provided subscription commitments in the Rights Issue.
The reason for the deviation from the shareholders' preferential rights in the potential Over-Allotment Option is to accommodate the subscription interest of the external investors whose subscription commitments provided in advance have been a prerequisite for being able to carry out the Rights Issue on current terms. The Board of Directors has carefully considered various options to meet the interest from the investors and has assessed that it is beneficial for the shareholders, who are also given the opportunity to subscribe for new shares in the Rights Issue, that the Company carries out the Rights Issue and, in the event of oversubscription in the Rights Issue, has the possibility to satisfy the strong interest of the external investors who have entered into subscription commitments by increasing the issue amount by way of the Over-Allotment Option to an attractive and market-based valuation for the Company. In this regard, the Board of Directors has particularly taken into account that the subscription price corresponds to a discount of approximately 1.4 percent in relation to the closing price of the Company's share on 5 June 2026 and that the subscription price has been determined based on arm's-length discussions between the Company and the external investors whose subscription commitments can be met through the possibility of increasing the issue amount by way of the Over-Allotment Option. The Board of Directors therefore considers that the subscription price has been determined in such a way as to ensure market fairness and that it reflects prevailing market conditions.
Subscription commitments
4C Strategies has received subscription commitments from existing shareholders regarding subscription of shares by exercise of subscription rights in the Rights Issue totalling approximately SEK 14.4 million, corresponding to approximately 27 percent of the Rights Issue.
In addition, the existing shareholders Tibia Konsult AB and Grenspecialisten AB as well as the external investors Salénia AB and Fredrik Lundgren have provided subscription commitments regarding subscription of shares without exercise of subscription rights totalling approximately SEK 39.2 million, corresponding to the remaining approximately 73 percent of the Rights Issue. The Rights Issue is thus secured to 100 percent (excluding the Over-Allotment Option).
The subscription commitments entered into are not secured by bank guarantee, escrow funds, pledging or similar arrangements. No commission will be paid for subscription commitments.
| Name | Subscription commitment with subscription rights (SEK) | Subscription commitment without subscription rights (SEK) | Total commitment (SEK) | Share of the Rights Issue |
| Tibia Konsult AB 1 | 2,757,993 | 15,334,333 | 18,092,326 | 33.8% |
| Salénia AB | - | 9,999,997 | 9,999,997 | 18.7% |
| Fredrik Lundgren | - | 8,999,172 | 8,999,172 | 16.8% |
| Grenspecialisten AB 1 | 4,985,981 | 4,847,990 | 9,833,971 | 18.4% |
| Andreas Hedskog 1 | 3,449,593 | - | 3,449,593 | 6.4% |
| Erik Syrén | 2,092,272 | - | 2,092,272 | 3.9% |
| Anders Fransson | 566,412 | - | 566,412 | 1.1% |
| Klas Lindström | 421,750 | - | 421,750 | 0.8% |
| Jonas Jonsson | 129,500 | - | 129,500 | 0.2% |
| 14,403,501 | 39,181,492 | 53,584,993 | 100.0% |
1 Pertains to set-off of shareholder loans
Furthermore, shareholders in the Company, including those shareholders in the Company who have provided subscription commitments, whose aggregate holdings correspond to approximately 55 percent of the total number of shares and votes in the Company, have (i) undertaken not to, or (ii) provided a letter of intent not to dispose of their received subscription rights in the Rights Issue, other than for subscription of shares in the Rights Issue, in accordance with instructions from Västra Hamnen Corporate Finance or in accordance with certain limited exceptions.
Extraordinary General Meeting
The Board of Directors' resolution on the Rights Issue is conditional upon approval by an Extraordinary General Meeting intended to be held on or around 26 June 2026. The Board of Directors will further propose that the Extraordinary General Meeting resolves on an issue authorization to enable the Over-Allotment Option.
Existing shareholders, representing approximately 44 percent of the total number of shares and votes in the Company, have undertaken to vote in favour of the approval of the Rights Issue, as well as related resolutions at the Extraordinary General Meeting.
Notice of the Extraordinary General Meeting will be published through a separate press release.
Change in number of shares and share capital and dilution
Through the Rights Issue, the number of shares in 4C Strategies will increase by no more than 7,654,999 shares, from 38,274,999 shares to 45,929,998 shares, and the share capital will increase by no more than SEK 133,962.4825, from SEK 669,812.4825 to SEK 803,774.9650. For existing shareholders who do not participate in the Rights Issue, this entails, upon full subscription, a dilution effect of approximately 16.7 percent of the votes and shares in the Company.
In the event that the Rights Issue is oversubscribed and the Board of Directors of the Company resolves to exercise the Over-Allotment Option in full, the Company's share capital will increase by an additional SEK 49,999.9850 through a new issue of 2,857,142 shares, corresponding to a dilution effect of approximately 5.9 percent (based on the number of shares in the Company following a fully subscribed Rights Issue).
The total dilution effect upon a fully subscribed Rights Issue and full exercise of the Over-Allotment Option amounts to a maximum of approximately 21.5 percent.
Preliminary timetable for the Rights Issue
| On or around 26 June 2026 | Extraordinary General Meeting |
| 3 July 2026 | Last day of trading in the share including the right to participate in the Rights Issue |
| 6 July 2026 | First day of trading in the share excluding the right to participate in the Rights Issue |
| 7 July 2026 | Record date |
| 9 July 2026 | Publication of interim report for Q2 2026 |
| 9 July - 23 July 2026 | Subscription period |
| 9 July - 20 July 2026 | Trading in subscription rights |
| 9 July - up until the Rights Issue has been registered with the Swedish Companies Registration Office | Trading in BTA |
| 23 July 2026 | Estimated date for publication of the outcome of the Rights Issue |
Advisors
Västra Hamnen Corporate Finance AB is acting as financial advisor and TM & Partners is acting as legal advisor to 4C Strategies in connection with the Rights Issue. Eminova Fondkommission AB acts as issuing agent.
IMPORTANT INFORMATION
The publication, release or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published, released or distributed should inform themselves of and comply with such restrictions. The recipient of this press release is responsible for using this press release and the information 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 the Company in any jurisdiction, neither from the Company nor from anyone else.
This press release is not a prospectus for the purposes of the 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 no prospectus will be prepared in connection with the Rights Issue. Nor is this press release an information document in accordance with Annex IX of the Prospectus Regulation and no information document will be prepared in connection with the Rights Issue. Each investor is encouraged to make their own assessment of whether it is appropriate to invest in the Company.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable securities laws. Neither this document nor any information herein constitutes or forms part of an offer to sell, or a solicitation of an offer to buy, securities in the United States. No securities will be offered to the general public 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 not comply with applicable laws or where such actions are subject to legal restrictions or would require additional registration or other measures beyond those required under Swedish law.
In the United Kingdom, this press release is directed only at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and 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"), or (ii) are persons falling within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated. For these purposes, "UK Prospectus Regulation" means Regulation EU 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Within the European Economic Area ("EEA"), no public offering of shares or other securities is being made in any country other than Sweden. In other member states of the European Union ("EU"), such an offer may only be made in accordance with exemptions under the Prospectus Regulation.
This press release may contain certain forward-looking statements that reflect the Company's present view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development and actual outcomes may differ materially from those expressed in forward-looking statements.
For further information, contact:
4C Group AB (publ)
Jonas Jonsson, CEO
Veronica Wallin, CFO
investor.relations@4cstrategies.com | + 46 (0) 8 522 27 900
Certified Adviser: Tapper Partners AB
About 4C Strategies
4C Strategies is a leading global provider of organisational readiness and training management solutions for customers in the defence, public and corporate sectors. 4C Strategies provides an integrated offering of organisational readiness and training management solutions in mission-critical environments, consisting of its software platform Exonaut as well as expert services and software-related services. Exonaut complies with the strictest demands on security and data integrity and is accredited by NATO. From its offices in the Nordics, the UK the US and Australia, 4C Strategies serves over 150 customers, including some of the world's most high-profile public institutions, global enterprises and several NATO allied armed forces. 4C Strategies was founded in Sweden in 2000, and is headquartered in Stockholm. 4C Strategies is the operational brand within 4C Group AB (publ), which is listed on Nasdaq First North Premier Growth Market under the ticker "4C".
investors.4cstrategies.com
This information is information that 4C Group 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 2026-06-08 07:30 CEST.
