Cell Impact announces the outcome of the Rights Issue

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 May 20, 2025, and approved by the extraordinary general meeting on June 19, 2025 (the “Rights Issue”). A total of 1,680,476,292 shares, corresponding to approximately 53.6 percent of the Rights Issue, were subscribed for with the support of subscription rights. In addition, 281,100,036 shares, corresponding to approximately 9.0 percent of the Rights Issue, were subscribed for without the support of subscription rights. In total, 1,961,576,328 shares were subscribed for, corresponding to approximately 62.6 percent of the Rights Issue. The guarantee commitments provided in connection with the Rights Issue will not be utilized.  Through the Rights Issue, Cell Impact will receive approximately SEK 39.2 million before deduction of issue-related costs.

Outcome of the Rights Issue
The subscription period in the Rights Issue ended on 10 July 2025. The final outcome shows that 1,680,476,292 shares, corresponding to approximately 53.6 percent of the Rights Issue, were subscribed for with the support of subscription rights, and 281,100,036 shares, corresponding to approximately 9.0 percent, were subscribed for without the support of subscription rights. In total, 1,961,576,328 shares were subscribed for, corresponding to approximately 62.6 percent of the Rights Issue, which means that Cell Impact will receive approximately SEK 39.2 million before deduction of issue-related costs. The guarantee commitments provided in connection with the Rights Issue will not be utilized. The subscription price in the Rights Issue was SEK 0.02 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. Furthermore, compensation for guarantee commitments will be provided in the form of newly issued warrants, whereby the guarantors are entitled to such a number of warrants that correspond to 15 percent of the maximum number of shares in the Rights Issue that the guarantors have committed to subscribe for under the guarantee commitment. Each warrant entitles the holder to subscribe for one share in the Company at a subscription price of SEK 0.03 during the period from July 24, 2026, to August 7, 2026. 

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 June 25, 2025. As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent around July 14, 2025. 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 1,961,576,328 shares, from 696,271,128 shares to 2,657,847,456 shares. The share capital is not expected to increase through the Rights Issue, as the extraordinary general meeting has resolved to reduce the share capital for allocation to unrestricted equity in order to achieve a quota value of SEK 0.02 per share in the Company.

Upon full exercise of the warrants to be issued to the guarantors, an additional 273,750,000 new shares will be issued, resulting in an increase in share capital of SEK 5,475,000, and the number of shares will increase from 2,657,847,456 (following completion of the Rights Issue) to 2,931,597,456. The total dilution effect from the warrants allocated to the guarantors is estimated to amount to approximately 9.3 percent of the total number of shares in the Company following the completion of the Rights Issue and full exercise of the warrants.

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 30 of 2025. The last day of trading in BTAs is preliminarily expected to be 31 July 2025.

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 14 July 2025 at 15:50 CEST.

Important information
The publication, disclosure, or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. Persons in jurisdictions where this press release has been disclosed 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 to acquire or subscribe for any securities in Cell Impact in any jurisdiction, neither from Cell Impact nor 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, https://www.cellimpact.com.

This press release does not identify or purport to identify any risks (direct or indirect) associated with an investment in the Company. The information in this press release is provided solely to describe the background to the Rights Issue and does not purport to be complete or exhaustive. No assurances are given regarding the accuracy or completeness of the information in this press release. 

This press release does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration or an exemption from registration under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States without such registration, an exemption therefrom, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities mentioned 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 disclosed, 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 disclosure, publication, or distribution would be contrary to applicable regulations or subject to legal restrictions or require additional registration or actions other than those required under Swedish law. Any action in violation of these restrictions may constitute a breach of applicable securities laws. 

Forward-Looking Statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations and objectives regarding the Company’s future operations, financial condition, liquidity, results of operations, 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 may be identified by words such as ‘believe’, ‘expect’, ‘anticipate’, ‘intend’, ‘may’, ‘plan’, ‘estimate’, ‘shall’, ‘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 additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. 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 in the 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 the forward-looking statements contained in this press release. The Company makes no representations 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 in this press release to reflect subsequent events. The information, opinions, and forward-looking statements contained in this press release speak only as of its date and are subject to change without notice. The Company undertakes no obligation to review, update, confirm, or publicly release any revisions to forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.

Information to distributors
Solely for the purposes of 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 (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any 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 target markets of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) eligible for distribution through all distribution channels permitted by MiFID II (the “Target Market Assessment”). 

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company’s shares may decline, investors could lose all or part of their investment, the Company’s shares offer no guaranteed income or capital protection, and an investment in the Company’s shares is only suitable for investors who do not need a guaranteed return or capital protection and who (either alone or with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and have the financial resources to bear the losses such investment may entail.

The Target Market Assessment does not affect any contractual, legal, or regulatory sales restrictions in relation to the Rights Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company’s shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company’s shares and determining appropriate distribution channels.

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).

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

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

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