THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG, BELARUS, RUSSIA OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLISHING OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

H100 Group AB (“H100 Group” or the “Company”) has today entered into an investment agreement with Adam Back (the “Investment Agreement”) and thereby secured SEK 21 million in an initial tranche of convertible loan financing led by Adam Back (the “Initial Tranche”). The Investment Agreement also entitles Adam Back to invest in up to four additional tranches for a total amount of approximately SEK 128 million. The proceeds will be used to acquire Bitcoin in alignment with H100 Group’s long-term Bitcoin treasury strategy. The strengthened balance sheet will also support the Company’s vision of building the digital infrastructure for the health providers.

Under the Investment Agreement, the Company intends to issue up to five (5) tranches of convertible loans, with a total contemplated size of SEK 277 million. Adam Back is entitled to invest in the Company through up to four (4) additional tranches of convertible loans (the “Future Tranches”) for a total amount of up to approximately SEK 128 million. Upon request of a tranche Adam Back is obliged to invest in the relevant Tranche with SEK 15,750,000 in the second tranche (the “Second Tranche”), SEK 23,625,000 in the third tranche (the “Third Tranche”), SEK 35,437,500 in the fourth tranche (the “Fourth Tranche”), and SEK 53,156,250 in the fifth tranche (the “Fifth Tranche”). The contemplated size for each tranche is twice the entitled amount of Adam Back.

The final allocation of convertible loans in the Initial Tranche as well as the size and allocation of any Future Tranches will be determined by the Company, subject to Adam Back being entitled to an allocation of at least 50 percent.

Adam Back may request the Second Tranche within ninety (90) days from signing of the Initial Tranche, the Third Tranche within ninety (90) days from signing of the Second Tranche, the Fourth Tranche within ninety (90) days from signing of the Third Tranche and the Fifth Tranche within ninety (90) days from signing of the Fourth Tranche. In the event Adam Back does not request a Future Tranche within the deadline, the right to request subsequent Future Tranches lapses.

The convertible loans shall bear no interest and, in each case, mature after five (5) years. The loans may at any time, upon request by the investor, be converted into shares of the Company. The conversion price shall be SEK 1.75 per share in the Initial Tranche and, in the event of any Future Tranches, SEK 2.28 in the Second Tranche, SEK 2.96 in the Third Tranche, SEK 3.84 in the Fourth Tranche and SEK 5.00 in the Fifth Tranche. If the Company’s share price trades at a volume-weighted average price (VWAP) exceeding 33 percent above the conversion price for a cumulative period of 20 trading days, the Company retains the right to require conversion. Assuming full conversion into shares of the Initial Tranche, the Company's share capital may increase by up to SEK 1,200,000 through the issue of 12,000,000 new shares, corresponding to a dilution of approximately 9.3 percent.

Conversion of the loan into shares is conditional on the necessary resolutions to issue new shares being passed by the general meeting or by the Board within the framework of an authorisation.

The Board has carefully considered the possibility of raising capital through a rights issue but concluded that the convertible loan structure, including the deviation from existing shareholders’ preferential rights, serves the best interests of the Company. This financing solution ensures swift access to capital while reinforcing the Company’s strategic position through the involvement of value-aligned investors, including Adam Back whose involvement is considered of significant strategic value. Further, the convertible loan structure is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue.

The conversion price has been determined through arm’s length negotiations with the investor and taking into account the Company's financing needs, the alternative cost of other financing and the assessed market interest for an investment in the Company. It is the Board's judgement, based on the above factors, that the conversion price reflects current market conditions and current demand. Against this background, the Board considers the conversion price to be on market terms.

Important information

This press release does not contain and does not constitute an invitation or an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in H100. The publication, release or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.

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, Canada, New Zealand, Japan, Russia, Switzerland, Singapore, South Africa, or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to in this announcement have not been and will not be registered under U.S. Securities Act (the “Securities Act”) or with the securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.

Contact

Sander Andersen, CEO H100 Group AB
E-mail: sander.andersen@h100.group

About H100 Group

H100 Group AB is a health technology company operating in the health and longevity industry. The company’s business idea is to support providers of health and lifestyle services through AI-powered automation, digital growth tools, and integrated platform solutions, with the goal of helping people live healthy lives to 100 and beyond.
H100 follows a clear growth strategy focused on building a seamless ecosystem where AI integration enhances efficiency and expands service offerings. Growth is further accelerated through strategic acquisitions of key players within its ecosystem, aiming to consolidate and scale the business.
The company is listed on NGM Nordic SME. For more information, visit www.h100.group.

This information is information that H100 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 2025-06-03 22:45 CEST.

Attachments

H100 Group secures a SEK 21 million convertible loan commitment from Adam Back, with a right to invest up to an additional SEK 128 million with a contemplated total size of SEK 277 million

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