Episurf forms a new strategic business segment through the acquisition of real estate assets. The purchase price of SEK up to 1,147 million is partly paid through shares, convertibles and warrants

The Board of Directors of Episurf Medical AB (publ) (NASDAQ: EPIS B) ("Episurf" or the "Company") has today, 30 December 2025, entered into an agreement with Goldcup 38657 AB (under name change to Frusipe Intressenter Holding AB) (the "Seller"), regarding the acquisition of all shares in Goldcup 38658 AB (under name change to Frusipe Intressenter Target 1 AB) (the "Target Company"), a wholly owned subsidiary of the Seller (the "Acquisition"). The Target Company is a newly formed Swedish limited liability company which, through subsidiaries, holds and manages property portfolios consisting of a total of 4 Swedish properties, with a total agreed underlying property value of approximately SEK 273 million (the “Completed Property Portfolio”), and has in addition thereto through a subsidiary entered into an agreement to acquire an additional property portfolio consisting of in total 9 Swedish properties, with a total agreed underlying property value of approximately SEK 470 million (the " Non-completed Property Portfolio" and together with the Completed Property Portfolio, the “Property Portfolios”) as well as property-related debt securities in the form of senior unsecured green notes with ISIN SE0016101810 (the "Bonds") issued by Ilija Batljan Invest AB ("IB Invest"), with a total nominal amount of SEK 700 million. The purpose of the Acquisition is to complement the existing operation in Episurf with a stable platform consisting of geographically diversified and yielding real estate assets. The preliminary purchase price for the Acquisition amounts to approximately SEK 1,147 million, of which SEK 770 million concerns the Bonds, and will be paid through promissory notes. The promissory notes have an annual interest rate of STIBOR 3 months plus 3.25 percent. Promissory notes of SEK 797 million are due for payment on 30 June 2026, and promissory notes of SEK 350 million are due for payment in Q3 2029. Approximately SEK 377 million of the promissory notes that are due for payment on 30 June 2026 will be repaid by Episurf issuing of Class B shares and convertible debentures that are convertible into Class B shares to the Seller. The Class B shares will be issued, and the convertibles debentures converted into Class B shares, at a subscription price of SEK 0.045 per share. The promissory note, which is due for payment in Q3 2029, can be repaid by the Seller subscribing for Class B shares with the support of warrants that Episurf will issue to the Seller, at a subscription price corresponding to SEK 0.045 per share.

Description of the Acquisition in brief:

• The Board of Directors of Episurf has entered into an agreement with the Seller to acquire all shares in the Target Company.
• The Target Company indirectly owns and has entered into an agreement to acquire two property portfolios consisting of a total of 13 properties in Täby, Norrtälje, Linköping and Hudiksvall with a total property area of approximately 171,907 m2, as well as a total leasable area of approximately 47,696 m2. The total agreed underlying property value of the property portfolios amounts to approximately SEK 743 million, corresponding to approximately SEK 4,322 per m2 of total property area and approximately SEK 15,578 per m2 of total lettable area. The properties owned by the Target Company and covered by the Acquisition have a total book value of approximately SEK 185 million as of 30 November 2025. The book value of the properties in the Non-completed Property Portfolio amounts to approximately SEK 274 million. As of 30 November, 2025, the property portfolios had annual rental income of approximately SEK 66 million, a net operating income of approximately SEK 52 million and the average remaining lease period, excluding leases that run until further notice, is approximately 2,7 years. Closing of the acquisition of the Non-completed Property Portfolio is conditional upon that the Target Company has obtained the necessary financing no later than March 2026, that the buyer, when reviewing the property owning company and the properties after the conclusion of the agreement, has not made any discoveries which, in the buyer's opinion, adversely affect the value of the properties to a significant extent, and that the Swedish Inspectorate for Strategic Products, if applicable, approves the acquisition or leaves the application without action. The Target Company also owns Bonds with a total nominal amount of SEK 700 million.
• The Acquisition of the Target Company is expected to be completed in early January 2026. Episurf will convene an Extraordinary General Meeting of the Company, scheduled for the first half of February 2026, which will, among other things, approve the Acquisition (the "First Extraordinary General Meeting"). In the event that the First Extraordinary General Meeting does not approve the Acquisition, the agreements will cease to apply and the transactions will be reverted.
• Notice of the First Extraordinary General Meeting will be announced by Episurf through a separate press release.
• IB Invest has today published a written procedure for the Bonds, which seeks approval from holders of the Bonds to amend the terms and conditions and a partial redemption whereby holders are proposed to receive 50 percent of the nominal amount and an interest compensation of 10 percent of the nominal amount in cash and that 50 percent of the nominal amount of the Bonds is extended until 30 June 2029 subject to certain amended terms, including an annual interest rate of STIBOR 3 months plus 3.25 percent. Prior to the Acquisition, the Target Company has undertaken towards IB Invest to vote in favour of the proposals in the Written Procedure.
• The preliminary purchase price for the Acquisition of the Target Company amounts to approximately SEK 1,147 million (the "Preliminary Purchase Price").
  • The Preliminary Purchase Price, except for the SEK 187 million that pertain to the Non-completed Property Portfolio, shall be paid on the closing date of the Acquisition (the "Closing Date") and will be made against payment in the form of promissory notes (the "Promissory Notes"). The preliminary purchase price concerning the Non-completed Property Portfolio shall be paid after closing of that acquisition, which is expected to occur during Q1 2026. The promissory notes have an annual interest rate of STIBOR 3 months plus 3.25 percent.
  • Promissory Notes of not more than SEK 797 million are due for payment on 30 June 2029, and Promissory Notes of SEK 350 million are due for payment in Q3 2029.
  • Of the Promissory Notes due for payment on 30 June 2026, approximately SEK 420 million will be preliminarily repaid in cash and SEK 377 million will be repaid through a directed issue to the Seller of Class B shares, and convertible debentures convertible into Class B shares, at a subscription price of SEK 0.045 per Class B share (the "Convertibles"). The Seller has a right to elect the allocation between Class B shares and Convertibles.
  • With regard to the promissory note due for payment in Q3 2029, Episurf will issue warrants free of charge that until Q3 2029 entitle the holder to subscribe for a maximum of 10,000,000,000 Class B shares at a subscription price of SEK 0.01, corresponding to the quota value of the shares (the "Warrants"). Each Warrant used for subscription of Class B shares reduces the debt of the promissory note by SEK 0.035, which means that Episurf will receive SEK 0.045 (SEK 0.01 subscription price and SEK 0.035 reduced promissory note).
  • The subscription price of SEK 0.045 corresponds to a premium of 57 percent compared to the closing price of the Company's Class B share (SEK 0.0287) on Nasdaq Stockholm on 29 December 2025.
  • Through the directed issue of Class B shares and the issue of the Convertibles in total 8,367,298,155 Class B shares may be issued, entailing a dilution effect for existing shareholders of a maximum of 504 percent of the capital and the votes in the Company. The warrants may result in an additional 10,000,000,000 Class B shares being issued and result in an additional dilution effect for existing shareholders of a maximum of 602 percent of the capital and the votes in the Company. In total, a maximum of 18,367,298,155 Class B shares may be issued, corresponding to a total maximum dilution effect for existing shareholders of 1,208 percent of the capital and votes in the Company.
  • Due to restrictions in the Company's Articles of Association, and provided that the First Extraordinary General Meeting approves the Acquisition, subsequent general meetings will resolve to issue the Class B shares, Convertibles and Warrants that shall be issued to the Sellers as part Acquisition.
• The Acquisition means that Episurf is undergoing material changes in accordance with Nasdaq Stockholm's rules for share issuers on the main market. In view of this, Episurf will as soon as possible after the First Extraordinary General Meeting has approved the Acquisition initiate a new listing process, in order to maintain its listing on Nasdaq Stockholm. The new listing process corresponds to the process that companies go through before they are listed on Nasdaq Stockholm.

Background and rationale

The Board of Directors of Episurf has for some time evaluated the Company's financial position and ability to secure external financing for the continued operation of the existing business. Taking into account the current market conditions and the Company's historical development, it is considered challenging to secure additional external financing for Episurf in its current form. The Board of Directors has therefore decided on the Acquisition.

Through the Acquisition of the Target Company, a complementary property vertical is created in the Company with direct exposure to a diversified portfolio of real estate assets. The Company is thus going from being a pure medical technology company to also becoming a platform for new expansive value creation through Nordic yielding properties, with a focus on commercial and industrial buildings. The Acquisition constitutes a strategically significant step for the Company and is deemed to be well aligned with the interests of the shareholders, as the Acquisition of the Target Company provides the Company with better financial conditions with access to predictable recurring revenues and more reliable free cash flows that can support the existing business. The Acquisition will also strengthen the Company's financial position through an increase in fixed assets, which may create better conditions for securing any future need for external financing. An Acquisition of the Target Company also gives the Company's existing shareholders an ownership in a strengthened operating company with a yielding property portfolio, with a yield of 7.2 percent. The property portfolio has a total agreed underlying property value of approximately SEK 743 million and has historically generated stable and recurring cash flows through annual rental income of approximately SEK 66 million and net operating income of approximately SEK 52 million.

During the first quarter of 2026, after the initial integration of the Acquisition, the Company's management team is intended to be supplemented with individuals with solid experience from the real estate industry. The Acquisition is expected to contribute to diversified revenue streams and improve the financial position of the Company. The purpose of the Acquisition is to create a stable foundation for the Company and strengthen the Company's financial capacity, to attract future external financing, in order to secure the opportunities to operate and further develop Episurf's existing business.

Episurf's Chairman and current CEO comments on the Acquisition

"We are very pleased to present this transaction, where Episurf's business is growing to include primarily a growing and exciting real estate business. The background to this change in our business is that our medical technology part in individualized orthopaedic implants has come a very long way, but we can also state that we operate in a segment that requires extremely large resources, both financially and in terms of time. Scientifically and regulatorily, we have achieved much of what we wanted to achieve, but at the same time we believe that the commercial scale-up globally has not reached the speed that we had both believed and hoped for. In light of this, and in light of an increasingly tough financing climate, we made the assessment that we needed to evaluate other alternatives to take advantage of the great value that we believe exists in the Episealer® technology. This deal is a result of that work, and it opens up new opportunities for our business. The newly formed Company's strategy will not only include management and development of commercial properties, but also medical technology development, production and sales. We look forward to achieving further milestones and commercial success for our Episealer® technology, especially in the important US market. This transaction ensures Episurf's survival and enables continued development, while giving Episurf's shareholders the opportunity to take part in value creation in new business operations. We believe this is a good strategy for Episurf, and we are proud to present this deal" says Ulf Grunander, Chairman of Episurf, and Katarina Flodström, CEO of Episurf, in a joint statement.

Summary of the assets of the Target Company and financial effects on Episurf

The properties

The Target Company owns and manages through subsidiaries a total of 4 Swedish properties in the Completed Property Portfolio and have entered into an agreement to acquire 9 properties in the Non-completed Property Portfolio. The agreed underlying property value of the Property Portfolios amounts to approximately SEK 743 million. The properties in the Property Portfolios have a total book value of approximately SEK 459 million as of 30 November 2025. The properties primarily consist of the following property types, on the basis of area in percentage of the total Property Portfolio:

• Commercial real estate, primarily in retail, hotels and restaurants – approximately 30,5 percent;
• Office buildings – approximately 26,5 percent;
• Other properties, such as parking spaces and storages – approximately 25,6 percent,
• Industrial buildings, including warehousing and logistics – approximately 14,5 percent, and
• Residential real estate – approximately 2,9 percent;

The properties in the Property Portfolios had as of 30 November 2025 annual rental income of approximately SEK 66 million, a net operating income of approximately SEK 52 million and the average remaining lease period, excluding leases that run until further notice, amounted to approximately 2,7 years. The Property Portfolios has a total property area of approximately 171,900 m2 and a total leasable area of approximately 47,700 m2. The economic occupancy rate as of 30 November 2025 was approximately 97 percent with well-established tenants such as Hudiksvalls kommun, Byggmax. As of today, the total interest-bearing property-related liabilities of the Property Portfolio amount to approximately SEK 330 million. The Acquisition of the Property Portfolios is executed in corporatized form.

Closing of the acquisition of the Non-completed Property Portfolio is conditional upon that that the Target Company has obtained the necessary financing no later than March 2026, that the buyer, when reviewing the property owning company and the properties after the conclusion of the agreement, has not made any discoveries which, in the buyer's opinion, adversely affect the value of the properties to a significant extent, and that the Swedish Inspectorate for Strategic Products, if applicable, approves the acquisition or leaves the application without action.

List of the Completed Property Portfolio

TÄBY MIKROMETERN 16,

LINKÖPING MAGNETEN 1,

NORRTÄLE HALLSTA 38:1, and  

NORRTÄLJE PELIKANEN 8

List of the Non-completed Property Portfolio

ÅVIK 26:14,

ÅVIK 26:16,

ÅVIK 26:22,

SOFIEDAL 12:6,

TUNA FORS 1:40,

TUNA FORS 2:23,

TUNA FORS 2:34,

TUNA FORS 2:36, and

TUNA FORS 4:8

The Bonds

The Target Company also holds and manages real estate-related assets in the form of the Bonds. At the time of the Acquisition, the Target Company holds and manages Bonds with a total nominal amount of SEK 700 million. The Bonds were originally issued in 2021 and subsequently renegotiated via a written procedure on or about 15 March 2024, after which the maturity of the Bonds was extended to 20 January 2026, and the interest rate structure was adjusted to an annual Pay-in-Kind (PIK) rate of 12 percent. In May 2025, a written procedure was carried out that resolved to accelerate the Bonds to immediate payment.

At the same time as this press release, IB Invest is announcing a written procedure (the "Written Procedure") seeking approval from holders of the Bonds regarding an amendment to the terms and conditions of the Bonds, revocation of the previous acceleration decisions and a partial redemption whereby holders of the Bonds are proposed to receive 50 percent of the nominal amount and an interest compensation of 10 percent of the nominal amount in a cash payment after the Written Procedure has been concluded and that 50 percent of the nominal amount of the Bonds shall receive certain amended terms and conditions as further described in the Written Procedure and which include, inter alia, an extended maturity until 30 June 2029, a change in the interest rate to an annual interest rate of STIBOR 3 months plus 3.25 percent (to be paid quarterly) and that capitalised or accrued interest on the Bonds up to and including the date of the amendment of the terms and conditions will be written off. Prior to the Acquisition, the Target Company has undertaken towards IB Invest to vote in favour of the proposals in the Written Procedure..

The Seller

The underlying owners of the Seller are a consortium of experienced real estate investors, consisting of inter alia Thomas Åhman, Jonas Andersson, Calle Larsgården, Fredrik Söderberg, Jens Andersson and Jon Larsgården.  Health Runner AB and IB Invest (controlled by Ilija Batljan), owns approximately 23.1 percent of the shares in Episurf, and hold a convertible debenture in the Seller that is convertible into shares corresponding to an ownership interest of approximately 48,07 percent of the Seller. The Seller has guaranteed to Episurf that Ilija Batljan, through the shareholders' agreement entered into between the owners of the Seller, does not have or will not have any direct or indirect control or significant influence in the Seller.

Terms of the Acquisition

The Acquisition shall be reversed unless the proposals in the Written Procedure are voted through or if the First Extraordinary General Meeting does not approve the Acquisition.

The First Extraordinary General Meeting

The Board of Directors' resolution on the Acquisition is subject to approval by the First Extraordinary General Meeting scheduled to be held the first half of February 2026. Notice of the First Extraordinary General Meeting will be announced through a separate press release. 

Adjustment of the Preliminary Purchase Price in the Acquisition

The Preliminary Purchase Price amounts to approximately SEK 1,147 million. The share purchase agreement includes customary adjustment principles of the Preliminary Purchase Price.

Payment of the purchase price and planned issues to the Seller

On the closing date for the Completed Property Portfolio and the Non-completed Property Portfolio respectively,  the Promissory Notes shall be issued for a total amount corresponding to the Preliminary Purchase Price, which amounts to approximately SEK 1,147 million.

• Payment is made against the issuance of the Promissory Notes, which have an annual interest rate of STIBOR 3 months plus 3.25 percent.
• Promissory Notes of not more than SEK 797 million are due for payment on 30 June 2026 and Promissory Notes of SEK 350 million are due for payment in Q3 2029.
• Of the Promissory Notes due for payment on 30 June 2026, a preliminary amount of SEK 420 million will be repaid in cash and SEK 377 million will be repaid through directed issues to the Seller of Class B shares, and the Convertibles, which are convertible into Class B shares in the Company, at a subscription price of SEK 0.045 per Class B share.
• With regard to the Promissory Note due in Q3 2029, Episurf will issue the Warrants. The Warrants are issued free of charge and entitle the holder until Q3 2029 to subscribe for a maximum of 10,000,000,000 Class B shares at a subscription price of SEK 0.01, corresponding to the quota value of the shares. Each Warrant used for subscription of Class B shares reduces the debt of the Promissory Note by SEK 0.035, which means that Episurf will receive SEK 0.045 (SEK 0.01 subscription price and SEK 0.035 reduced Promissory Note).

Due to restrictions in the Company's Articles of Association, subsequent general meetings after the First Extraordinary General Meeting will, if it approves the Acquisition, issue 10,000,000,000Warrants and Class B Shares and Convertibles convertible into 8,367,298,155Class B shares that are to be issued to the Seller. The exact allocation between Class B shares and Convertible Notes convertible into Class B shares will be announced later and the Seller has the possibility to elect the allocation between Class B shares and Convertibles. The subscription price of SEK 0.045 per Class B share corresponds to:

• a premium of 57 percent in relation to the closing price of the Company's Class B share (SEK 0.0287) on Nasdaq Stockholm on 29 December 2025,
• a premium of 56 percent against the volume-weighted average price of the Company's Class B share (SEK 0.0289 during the last thirty (30) trading days on Nasdaq Stockholm, from and including 13 November 2025 up to and including 29 December 2025,
• a premium of 22 percent to the volume-weighted average price of the Company's Class B share (SEK 0.0368) during the last ninety (90) trading days on Nasdaq Stockholm, from and including 21 August 2025 up to and including 29 December 2025, and
• a premium of 50 percent against the subscription price in the Company's most recent rights issue of units, which amounted to SEK 0.03 per Class B share, which the Board of Directors of the Company resolved on 2 July 2025, and which was subsequently approved by an extraordinary general meeting of the Company on 4 August 2025.

The subscription price has been determined through negotiations between the Company and the Seller. In light of this, and as the subscription price corresponds to a premium in relation to the Company's share price, the Board of Directors makes the assessment that the subscription price is in line with market conditions.

Through the issuance of Class B shares, Convertibles and Warrants, the number of Class B shares in the Company may increase by a maximum of 18,377,298,155, from 1,659,288,021to 20,036,586,176and the share capital may be increased by a maximum of SEK 200,365,861.76, from SEK 16,597,613.78, to SEK 216,963,475.54. The total number of shares in the Company (of series A and B) may increase from 1,659,761,378shares to 20,037,059,533shares. This entails a dilution effect for existing shareholders of a maximum of approximately 1,208percent of the capital in the Company. If the closing conditions for the Non-Completed Property Portfolio are not fulfilled and closing thus does not occur, this will result in the number of B shares and Convertibles convertible into B shares to be issued to the Seller being reduced. Through the issuance of Class B shares, Convertibles and Warrants, the number of Class B shares in the Company may instead then increase by a maximum of 4,217,502,755, from 1,659,288,021 to 5,876,790,776 and the share capital may be increased by a maximum of SEK 58,767,907.76, from SEK 16,597,613.78, to SEK 75,365,521.54. The total number of shares in the Company (of series A and B) may instead then increase from 1,659,761,378 shares to 5,877,264,133 shares. This entails in a dilution effect for existing shareholders of a maximum of approximately 354 percent of the capital and in the Company.

Material changes to Episurf's operations and listing review

The Acquisition means that Episurf is undergoing material changes in accordance with Nasdaq Stockholm's rules for share issuers on the main market. In view of this, Episurf will as soon as possible after the First Extraordinary General Meeting has approved the Acquisition initiate a new listing process, in order to maintain its listing on Nasdaq Stockholm. The new listing process corresponds to the process that companies go through before they are listed on Nasdaq Stockholm.

Indicative timetable

Financial advisor

Mangold Fondkommission AB is acting as financial advisor to Episurf in connection with the Acquisition.

Legal advisor

Gernandt & Danielsson Advokatbyrå KB is acting as legal advisor to Episurf regarding the stock market and real estate law aspects of the Acquisition.

For more information, please contact:

Pål Ryfors, Acting CFO, Episurf Medical

Phone: +46 709 623 669

Email: pal.ryfors@episurf.com

About Episurf Medical

Episurf Medical works to offer people with painful joint injuries a more active and healthier life by making minimally invasive and tailored treatment options available. Episurf Medical's individualized implants Episealer® and surgical instruments Epiguide® are used for the treatment of local cartilage damage in joints. With Episurf Medical's μiFidelity® system, the implants are cost-effectively adapted to each person's unique injury for optimal fit and minimal intervention. Episurf Medical is headquartered in Stockholm, Sweden. The share (EPIS B) is listed on Nasdaq Stockholm. More information can be found on the company's website: www.episurf.com.

This information is information that Episurf Medical AB is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact person set out above, 14:35 CET on December 30, 2025.

Important information

THIS PRESS RELEASE HAS BEEN PUBLISHED IN SWEDISH AND ENGLISH. IN THE EVENT OF ANY DISCREPANCY BETWEEN THE LANGUAGE VERSIONS, THE SWEDISH-LANGUAGE VERSION SHALL PREVAIL.

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