THIS PRESS RELEASE MAY NOT BE ANNOUNCED, 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 IN ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD NOT COMPLY WITH APPLICABLE RULES OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE ANY SECURITIES IN CELL IMPACT AB (PUBL). PLEASE ALSO SEE THE "IMPORTANT INFORMATION" SECTION BELOW. THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND ENGLISH. IN THE EVENT OF ANY DISCREPANCIES OR INCONSISTENCIES BETWEEN THE DIFFERENT LANGUAGE VERSIONS, THE SWEDISH VERSION SHALL PREVAIL.
Today, August 6, 2026, the subscription period begins in Cell Impact AB's (publ) ("Cell Impact" or the "Company") rights issue of units consisting of shares and warrants, which was resolved by the Board of Directors on June 29, 2026 and which was approved by the Extraordinary General Meeting on July 31, 2026 (the "Rights Issue"). The subscription period in the Rights Issue runs from today, August 6, 2026 up to and including August 20, 2026. Please note, however, that some banks and nominees may have an earlier deadline for subscription in the Rights Issue. Shareholders should therefore check with their bank or nominee whether they have an earlier response date for subscription.
The Rights Issue in summary:
- Subscription period: 6 August 2026 - 20 August 2026.
- Trading in unit rights: 6 August 2026 - 17 August 2026.
- Subscription with preferential rights: One (1) existing share on the record date of August 4, 2026 entitles to one (1) unit right and three (3) unit rights entitle to subscription of one (1) unit. One (1) unit consists of six (6) shares and two (2) warrants of series TO5, as well as two (2) warrants of series TO6.
- Subscription price: SEK 0.330 per unit, corresponding to SEK 0.055 per share.
- Proceeds: Upon full subscription in the Rights Issue, the Company will receive proceeds of approximately SEK 53.6 million before issue costs and before repayment of the bridge financing taken up on June 29, 2026, including accrued interest.
- Subscription commitments and guarantee commitments: The Rights Issue is covered to approximately 75 percent by subscription commitments and underwriting commitments. Subscription commitments and underwriting commitments are not secured by bank guarantees, pledges or similar arrangements.
Subscription with preferential rights
Shareholders who on the record date of August 4, 2026 were registered in the share register maintained by Euroclear Sweden AB ("Euroclear") on behalf of the Company, as directly registered shareholders, will receive a pre-printed issue statement with an attached payment form from Euroclear. In the event that a different number of unit rights than what appears in the pre-printed issue statement are exercised for subscription, the special application form, which is available on the Company's website www.cellimpact.com, shall be used as a basis for subscription through cash payment.
Shareholders whose holdings of shares in the Company were nominee-registered with a bank or other nominee on the record date will not receive an issue statement or a special application form from Euroclear. Subscription and payment shall instead be made in accordance with instructions from the respective nominee.
Subscription without preferential rights
Application for subscription without preferential rights through a nominee is made in accordance with instructions from the respective nominee. To subscribe through an endowment insurance or an investment savings account, please contact your nominee. Application for subscription without preferential rights through a VP account is made by submitting an application form by e-mail to Mangold or by electronic subscription with BankID on Mangold's website. Electronic subscription is available on Mangold's website emission.mangold.se.
Advisors
Mangold Fondkommission AB is acting as financial advisor and Wåhlin Advokater AB is acting as legal advisor to Cell Impact in connection with the Rights Issue.
Important information
The publication, announcement or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should 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 their respective jurisdictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Cell Impact in any jurisdiction, neither from Cell Impact nor from anyone else.
This press release is not 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. Nor will any information document pursuant to Annex IX of the Prospectus Regulation be prepared in connection with the Rights Issue. The Rights Issue is exempt from the prospectus requirement in accordance with Article 3(2) of the Prospectus Regulation and Chapter 2, Section 1 of the Swedish Act (2019:414) with supplementary provisions to the EU Prospectus Regulation, as the amount offered by the Company to the public over a twelve-month period is less than EUR 12 million.
This press release does not identify or purport to identify risks (direct or indirect) that may be attributable to an investment in the Company. The information in this press release is only to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance should be made in relation to the information in this press release regarding its accuracy or completeness.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or without the application of an 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 absent registration, an 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 offer 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 contrary to applicable regulations or where such action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
Forward-Looking Statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or current expectations and objectives for the Company's future operations, financial condition, liquidity, earnings, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "may" 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 based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot give any assurance that they will occur or prove to be accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or results could differ materially from those expressed in the forward-looking statements, which are the 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 press release by such forward-looking statements. The Company does not warrant that the assumptions behind the forward-looking statements in this press release are free from errors and does not accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. The information, opinions and forward-looking statements contained in this press release relate only to the situation as of the date hereof and are subject to change without notice. The Company undertakes no obligation to review, update, confirm or publish any revisions to any forward-looking statements to reflect events that arise or circumstances that arise in relation to the content of this press release.
Information for distributors
In order to comply 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) local implementing measures (collectively, the "MiFID II Product Governance Requirements"), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offered Shares have been subject to a product approval process, which has determined that such securities are: (i) suitable for an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable 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 decrease and investors may lose all or part of their investment, that the Company's shares are not accompanied by any guarantee of return or capital protection, and that an investment in the Company's shares is only suitable for investors who are not in need of guaranteed returns or capital protection and who (alone or with the assistance of appropriate financial or other advisors) are capable of evaluating the benefits and risks of such investment and which has sufficient resources to bear the losses that such investment may result in. The target market assessment is without prejudice to other requirements regarding contractual, legal or regulatory sales restrictions due 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 conducting its own Target Market Assessment in respect of the Company's shares and for deciding on appropriate distribution channels.
For more information, please contact:
Daniel Vallin
CEO and IR contact, Cell Impact AB
+46 730686620 or daniel.vallin@cellimpact.com
Please visit the Company's website: www.cellimpact.com
