The Board of Directors of Checkin.com Group AB (publ) ("Checkin.com" or the "Company") has today, based on the authorization granted by the annual general meeting held on 6 May 2026, resolved to carry out a Directed Share Issue of 3,280,000 shares to a number of existing and new shareholders, Christer Fåhraeus, Gainbridge Capital, Jimmie Johansson, Jacob Malmborg through company, Magnus Hansson, Ambjörn Håkansson through company, Jonas Schönström, Philip Håkansson through company and Johan Fischer (the "Investors"). The subscription price amounts to SEK 2.50 per share, meaning that the Company will receive proceeds of SEK 8.2 million before issue costs (the "Directed Share Issue"). The subscription price corresponds to a discount of approximately 20.9 percent compared to the closing price of the Company's share on Nasdaq First North Growth Market on 17 June 2026, and a discount of approximately 14.0 percent compared to the volume-weighted average price (VWAP) during the last ninety (90) trading days up to and including 17 June 2026.
Arif Rehman, CEO of Checkin.com, comments:
"Over the past years, the Company has built a stronger and more profitable platform through a consistent focus on cost efficiency, which has improved our EBITDA margin despite a challenging revenue environment. The Directed Share Issue strengthens the Company's financial position and provides us with improved conditions to increase investments in growth, commercial initiatives and product development, at a stage where several new partnerships and integrations are beginning to scale. With a strengthened capital base, we are well positioned to accelerate our development in both existing and new markets and to further strengthen our offering and long-term competitiveness."
Background
Checkin.com is in a phase where the Company sees continued opportunities to develop its technology platform, strengthen its commercial offering and accelerate growth in existing and new markets. Against this background, the Board of Directors has resolved to carry out the Directed Share Issue to strengthen the Company's financial position and create additional flexibility for continued investments in growth initiatives and product development.
The proceeds from the issue are intended to be used to strengthen the Company's financial position and enable continued investments in growth initiatives and product development, as well as for general corporate purposes.
The Company intends to use approximately two thirds of the net proceeds from the issue for commercial initiatives, including investments in sales, marketing and customer acquisition, to accelerate growth in existing and new markets and customer segments. The remaining third of the net proceeds is intended to be used for continued product development and technical investments to strengthen the Company's offering, competitiveness and long-term growth prospects.
Through the Directed Share Issue, the Company also broadens and strengthens its shareholder base through participation from both existing and new investors. The Board of Directors assesses that this contributes to increased financial stability and improved conditions for the Company's continued development.
The Directed Share Issue
The Board of Directors has today, based on the authorization granted by the annual general meeting held on 6 May 2026, resolved to carry out a Directed Share Issue of 3,280,000 shares at a subscription price of SEK 2.50 per share. Through the Directed Share Issue, the Company will receive proceeds of SEK 8.2 million before issue costs.
The subscription price has been determined by the Board of Directors following arm's length negotiations with the Investors and in consultation with the Company's financial adviser, Sedermera Corporate Finance. The subscription price corresponds to a discount of approximately 20.9 percent compared to the closing price of the Company's share on Nasdaq First North Growth Market on 17 June 2026, and a discount of approximately 14.0 percent compared to the volume-weighted average price (VWAP) during the last ninety (90) trading days up to and including 17 June 2026. In the Board of Directors' assessment, the subscription price is in line with market conditions.
To facilitate the completion of the Directed Share Issue, the shares will initially be subscribed for by Nordic Issuing AB, in its capacity as issuing agent, at an amount corresponding to the quota value of the shares, for onward transfer to the Investors at the above-mentioned subscription price, after which the issue proceeds will be transferred to the Company.
Through the Directed Share Issue, the number of shares in the Company will increase by 3,280,000 shares, from 29,886,425 shares to 33,166,425 shares, and the share capital will increase by SEK 82,000.00, from SEK 747,160.63 to SEK 829,169.63. The Directed Share Issue entails a dilution of approximately 9.89 percent of the number of shares and votes in the Company.
Specific Considerations by the Board of Directors in relation to the Directed Share Issue
The Board of Directors' decision to carry out the Directed Share Issue, and thereby to deviate from the shareholders' preferential rights, is based on an overall assessment of the Company's capital requirements and the financing alternatives available. As set out above, an important purpose of the Directed Share Issue is to accelerate the Company's growth. The Board has carefully analysed the possibility of raising this growth capital through a rights issue but has concluded that, at this stage, the Directed Share Issue is more expedient and better serves the interests of both the Company and its shareholders, in particular as the Directed Share Issue can be carried out on favourable terms and helps to broaden and strengthen the Company's shareholder base.
In carrying out the Directed Share Issue, the Board has sought to broaden and strengthen the Company's shareholder base with long-term and reputable investors. The investors participating in the issue are considered able to contribute financial stability as well as valuable experience and networks for the Company's continued development. The Board has further assessed that a directed issue to these investors was the most time- and cost-efficient way of securing financing under prevailing market conditions.
Several of the investors are existing shareholders who, through their participation, demonstrate continued support for the Company's strategy and long-term development. The Board considers it valuable for the Company to strengthen its existing capital base with stable shareholders who have a long-term investment horizon.
The Board further considers that the reasons for deviating from the shareholders' preferential rights are well founded, as the Directed Share Issue, among other things, (i) enables a more flexible and time-efficient capital-raising process, thereby reducing the Company's exposure to unfavourable market conditions and the risk of an adverse share-price impact that may follow from a more protracted issue process, (ii) reduces the need for external underwriting commitments and thus also the costs attributable to any underwriting compensation, which in a rights issue of corresponding size are assessed to be significant in relation to the issue proceeds, and (iii) helps to broaden and strengthen the Company's shareholder base through the addition of the Investors, who the Board considers will add value to the Company's continued development.
In light of the foregoing, it is the Board's overall assessment that there are objective and compelling reasons to deviate from the main rule on shareholders' preferential rights, and that the Directed Share Issue, taken as a whole, is deemed to be in the best interests of the Company and its shareholders.
Advisors
Sedermera Corporate Finance has acted as financial advisors and Foyen Advokatfirma has acted as legal advisors to the Company in connection with the Directed Share Issue. Nordic Issuing is the issuing agent.
For further information, please contact:
Martin Bäuml, CFO and Head of Investor Relations, ir@checkin.com
Certified Adviser
The Company's Certified Adviser is DNB Carnegie Investment Bank AB (publ).
Telephone: +46 (0)8 588 68 570
E-mail: certifiedadviser@carnegie.se
About Checkin.com
Checkin.com Group, founded in 2017, creates secure digital environments by helping companies identify who is on the other side of the screen. The Company's advanced KYC solutions optimize processes for registration, identification and login, while ensuring that the Company's Enterprise and SME customers comply with applicable regulatory requirements. This is achieved through a range of advanced technologies that verify users' identities in real time, assess age and scan documents with precision. The software also utilizes biometric technologies to provide enhanced protection against fraud while creating a seamless experience for users.
By offering a smooth and secure experience for users, as well as flexibility and customer focus for partners, the software drives both growth and increased trust. The Company is headquartered in Stockholm but operates and recruits globally to attract the best talent in the world.
Checkin.com Group's share has been listed on Nasdaq First North Growth Market since 2021 under the ticker CHECK. The Company creates shareholder value through organic growth and strategic acquisitions.
More information about the Company is available at: https://group.checkin.com/investors/
Important information
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This press release does not constitute an offer to, or an invitation to, acquire or subscribe for securities in Checkin.com in any jurisdiction. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council and has not been approved by any regulatory authority. The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered, subscribed for or sold in the United States without registration or an applicable exemption from the registration requirements. There is no intention to register any securities in the United States or to conduct a public offering of such securities in the United States. The information in this press release may not be published 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 action would be contrary to applicable rules or would require additional registration or other measures than those required under Swedish law.
Forward-looking statements
This press release contains forward-looking statements regarding the Company's intentions, assessments or expectations concerning the Company's 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 may be identified using words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" or similar expressions. The forward-looking statements in this press release are based on various assumptions and are subject to risks and uncertainties. Actual results or outcomes may differ materially from what is stated in the forward-looking statements. The Company does not undertake to review, update, confirm or publicly announce any revision of forward-looking statements to reflect events that occur or circumstances that arise after the date of this press release, unless required by law or applicable regulations.
This information is information that Checkin.com 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 2026-06-17 22:22 CEST.
