InCoax Networks AB resolves on a rights issue of approximately SEK 45 million, subject to approval by an Extraordinary General Meeting

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The Board of Directors of InCoax Networks AB (publ) ("InCoax" or the "Company") has today, subject to subsequent approval by an Extraordinary General Meeting to be held on 13 November 2026, resolved to carry out a new issue of shares of approximately SEK 45 million with preferential rights for the Company's existing shareholders (the "Rights Issue"). The subscription price is SEK 0.01 per share. The Company's largest shareholder, Saugatuck Invest AB ("Saugatuck"), has provided a subscription commitment regarding subscription of shares by exercise of subscription rights in the Rights Issue, corresponding to approximately 24.5 percent of the Rights Issue. In addition, Saugatuck has provided a guarantee commitment regarding the remaining approximately 75.5 percent of the Rights Issue. The Rights Issue is thus covered to 100 percent by subscription and guarantee commitments and will provide the Company with approximately SEK 45 million before deduction of issue costs, of which up to SEK 15 million is contributed through set-off of Saugatuck’s existing claim on the Company.The notice of the Extraordinary General Meeting will be published through a separate press release.

Over the past few years, InCoax has invested significant resources in developing its MoCA Access™ platform and adapting it to operator requirements, mainly within the framework of the collaboration with Nokia. The development work has resulted in a significantly strengthened and broadened product offering, with technology and functionality adapted to the requirements of leading broadband operators. At the same time, commercialisation has taken longer than expected and sales development has not been in line with the Company's expectations.

As announced on 5 October 2026, the Company has, in light of the changed relationship with Nokia, initiated a strategic transformation with an increased focus on direct sales and a more cost-efficient operation. The parties' intention is that InCoax will assume responsibility for sales and be given the opportunity to approach customers who were previously subject to contractual restrictions. The final terms of the changed collaboration model remain to be determined.

The new direction means that InCoax will concentrate its resources on selected customers and projects, where direct customer contact and the Company's own specialist expertise are assessed to create better conditions for commercialisation. The technology platform developed over the past few years within the framework of the collaboration forms the basis for a broader, more flexible and more competitive customer offering. At the same time, the Company is adapting its organisation and cost structure, whereby extensive development and integration work is replaced by a clearer focus on sales, customer projects and customer-driven product adaptations. The transformation is expected to result in significantly lower operating costs.

The lower sales pace has resulted in continued negative cash flow. As no warrants of series TO2 were exercised during the exercise period in September 2026, the capital injection that the Company had anticipated also did not materialise. Despite ongoing cost adjustments, InCoax therefore needs to strengthen its financial position in order to ensure the continued operation of the business and carry out the strategic transformation.

Against this background, the Board of Directors has, subject to subsequent approval by an Extraordinary General Meeting on 13 November 2026, resolved to carry out a rights issue of approximately SEK 45 million before issue costs, of which up to SEK 15 million is contributed through set-off. The cash issue proceeds, amounting to a minimum of approximately SEK 29.9 million before issue costs, are intended to be used to finance the Company's operations during the transformation period, implement planned cost adjustments and convert identified business opportunities into concrete customer deals.

Based on the current business plan, the issue proceeds, together with the planned cost reductions, are assessed to be sufficient to finance the operations until the Company's operating activities generate positive cash flow, which the Company assesses can be achieved towards the end of 2027. The assessment is based on, among other things, the cost adjustments being implemented as planned, and is subject to the further development of sales.

The Board of Directors assesses that the Rights Issue, together with a significantly reduced cost base, creates the conditions for InCoax to capture the value of the technology development of recent years and to continue developing the business with a more focused and commercially oriented business model.

The Board of Directors of the Company has today, subject to subsequent approval by an Extraordinary General Meeting on 13 November 2026, resolved to carry out the Rights Issue.

The subscription price in the Rights Issue is SEK 0.01 per share. Upon full subscription in the Rights Issue, the Company will receive approximately SEK 45 million before deduction of issue costs, which are expected to amount to approximately SEK 0.7 million. Up to SEK 15 million of the issue proceeds may be contributed through set-off of Saugatuck’s existing claim on the Company.

Those who, on the record date of 17 November 2026, are registered as shareholders in the Company will receive one (1) subscription right for each (1) share held. The subscription rights entitle the holder to subscribe for new shares in the Company with preferential rights, whereby one (1) subscription right entitles to subscription of thirty (30) new shares. In addition, investors are offered the opportunity to apply for subscription of shares without subscription rights.

The Company's shares will be traded including the right to receive subscription rights up to and including 13 November 2026 and the first day of trading in the shares excluding the right to receive subscription rights is 16 November 2026.

The subscription period runs from and including 19 November 2026 up to and including 3 December 2026. The Board of Directors of the Company is entitled to extend the subscription period and the time for payment, in which case this will be announced by the Company by way of a press release no later than 3 December 2026. Subscription rights not exercised during the subscription period will become invalid and thus lose their value. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 19 November 2026 up to and including 30 November 2026 and trading in BTA (paid subscribed shares) will take place during the period from and including 19 November 2026 up to and including 22 December 2026.

If not all shares in the Rights Issue are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the issue: firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares; secondly, to those who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares the subscriber in total has applied for subscription of; and thirdly, to those who have provided guarantee commitments with regard to subscription of shares, in proportion to such guarantee commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.

No prospectus or information document will be prepared in connection with the Rights Issue. Complete terms and conditions for the Rights Issue will be available on the Company's website, www.incoax.com, Västra Hamnen Corporate Finance AB's website, www.vhcorp.se, and Nordic Issuing AB's website, www.nordic-issuing.se, before the subscription period commences.

In order to enable a subscription price of SEK 0.01 per share, the Board of Directors proposes that the Extraordinary General Meeting resolves on a decrease of the Company's share capital by SEK 35,954,000.16, from SEK 37,452,083.50 to SEK 1,498,083.34, without cancellation of shares. Following the decrease, the quota value of the share will amount to SEK 0.01. As the Rights Issue increases the share capital by an amount exceeding the decreased amount, neither the Company's restricted equity nor its total share capital will decrease in total, and the reduction can therefore be carried out without permission from the Swedish Companies Registration Office. The Board of Directors also proposes that the General Meeting resolves on the necessary amendments to the limits for the share capital and the number of shares in the Articles of Association.

InCoax has received a subscription commitment from Saugatuck regarding subscription of shares by exercise of subscription rights in the Rights Issue of approximately SEK 11.0 million, corresponding to approximately 24.5 percent of the Rights Issue.

In addition, Saugatuck has provided a guarantee commitment of approximately SEK 33.9 million, corresponding to the remaining approximately 75.5 percent of the Rights Issue. The Rights Issue is thus covered to 100 percent by subscription and guarantee commitments.

Saugatuck is entitled to settle up to SEK 15 million of its commitment through set-off of its existing claim on the Company. To the extent that Saugatuck's allotment is less than SEK 15 million, set-off will be made with a correspondingly lower amount.

The subscription and guarantee commitments entered into are not secured by bank guarantee, escrow funds, pledging or similar arrangements. No compensation will be paid for the subscription commitment or the guarantee commitment.

Saugatuck currently holds 36,774,093 shares, corresponding to approximately 24.5 percent of the shares and votes in the Company, and has, within the framework of the Rights Issue, entered into subscription and guarantee commitments of up to approximately SEK 45 million. Saugatuck has applied to the Swedish Securities Council (Sw. Aktiemarknadsnämnden) for an exemption from the mandatory bid obligation that may arise in the event that its commitment is fulfilled. The Swedish Securities Council has issued a ruling granting an exemption from the mandatory bid obligation (AMN 2026:56).

The exemption from the mandatory bid obligation is conditional upon 1) the shareholders being informed, prior to the Extraordinary General Meeting of the Company, of the maximum share of capital and votes that Saugatuck may obtain by subscribing for shares in excess of its pro rata share, and 2) the resolution on the Rights Issue being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting, disregarding the shares held and represented at the Extraordinary General Meeting by Saugatuck.

The maximum share of capital and votes that Saugatuck may obtain by fulfilling its commitment, provided that the Rights Issue is not subscribed for by anyone else, is approximately 97.57 percent of the total number of shares and votes in the Company (calculated on the number of shares and votes in the Company following the Rights Issue).

The Board of Directors' resolution on the Rights Issue is conditional upon approval by an Extraordinary General Meeting intended to be held on 13 November 2026. The Extraordinary General Meeting is also proposed to resolve on the decrease of the share capital and the amendment of the Articles of Association as set out above.

Notice of the Extraordinary General Meeting will be published through a separate press release.

Through the Rights Issue, the number of shares in InCoax will increase by no more than 4,494,250,020 shares, from 149,808,334 shares to 4,644,058,354 shares, and the share capital will increase by no more than SEK 44,942,500.20 (calculated on the new quota value of SEK 0.01 following the completed decrease of the share capital), from SEK 1,498,083.34 (following the completed decrease of the share capital) to SEK 46,440,583.54. For existing shareholders who do not participate in the Rights Issue, this entails, upon full subscription, a dilution effect of approximately 96.8 percent of the votes and shares in the Company.

Västra Hamnen Corporate Finance AB is acting as financial advisor and Ascente Law AB is acting as legal advisor to InCoax in connection with the Rights Issue. Nordic Issuing AB acts as issuing agent.

Jakob Tobieson, CEO, InCoax Networks AB
jakob.tobieson@incoax.com
+46 (0) 764 955 260

This information is information that InCoax Networks AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU No 596/2014). The information was submitted for publication, through the agency of the contact person set out above, on 13 October 2026 at 19:15 (CEST).

InCoax Networks AB (publ) re-purposes existing property coaxial networks in fiber and fixed wireless access (FWA) extension deployments for Communication Service Providers (CSP) globally. The technology is a high-performance, future-proof, reliable and cost-effective complement, that reduces installation time and improves take-up rate, to boost digital inclusion and Internet access for all. www.incoax.com

To keep updated on corporate information, visit incoax.com. Tapper Partners AB, tel. +46 (0)70 44 010 98, ca@tapperpartners.se, is acting as the Company's Certified Adviser.

The publication, release or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published, released or distributed should inform themselves of and comply with such restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from anyone else.

This press release is not a prospectus for the purposes of the 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 no prospectus will be prepared in connection with the Rights Issue. Nor is this press release an information document in accordance with Annex IX of the Prospectus Regulation and no information document will be prepared in connection with the Rights Issue. Each investor is encouraged to make their own assessment of whether it is appropriate to invest in the Company.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable securities laws. Neither this document nor any information herein constitutes or forms part of an offer to sell, or a solicitation of an offer to buy, securities in the United States. No securities will be offered to the general public 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 not comply with applicable laws or where such actions are subject to legal restrictions or would require additional registration or other measures beyond those required under Swedish law.

In the United Kingdom, this press release is directed only at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are persons falling within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated. For these purposes, "UK Prospectus Regulation" means Regulation EU 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

Within the European Economic Area ("EEA"), no public offering of shares or other securities is being made in any country other than Sweden. In other member states of the European Union ("EU"), such an offer may only be made in accordance with exemptions under the Prospectus Regulation.

This press release may contain certain forward-looking statements that reflect the Company's present view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development and actual outcomes may differ materially from those expressed in forward-looking statements.

Since InCoax is considered to conduct essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the ISP. The Company will, no later than in connection with the start of the subscription period, publish more information about this on the Company's website, www.incoax.com.

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