OptiCept Technologies AB (“OptiCept” or the “Company”) has entered into an agreement to refinance loans of approximately SEK 21.4 million and to obtain a new loan of approximately SEK 17.5 million, totalling approximately SEK 38.9 million (the “Loan”), as well as an agreement for a credit facility of SEK 10 million with Torsion Invest AB (the “Credit Facility”). The Loan and the Credit Facility, amounting to a total of approximately SEK 48.9 million, are provided by professional lenders and existing shareholders (the “Financing”). The Loan will partly replace the Company’s existing loan announced by the Company on 12 May 2025, and will also provide the Company with additional liquidity. The loan from FPS Food Process Solutions Holding B.V. (“FPS”) will remain on its existing terms and is not affected by the Financing. The lenders shall disburse their respective portions of the Loan no later than 1 December 2025. The Company is entitled to request disbursements under the Credit Facility, provided that each individual request does not exceed SEK 2,000,000 and that at least twenty business days have elapsed since the most recent disbursement request. Following receipt of such notice, the issuer shall disburse the requested amount within twenty business days. The lenders have the option to convert the loan amounts under the Financing into newly issued shares in the Company at a fixed subscription price of SEK 2.15 per share, corresponding to a discount of approximately 25.0 percent to the closing share price on 21 November 2025. To meet the conditions of the Loan and the Credit Facility, the Board of Directors will convene an extraordinary general meeting, at which the Board intends to propose that the general meeting resolves to carry out a directed issue of 2,920,258 warrants of series TO8, issued without consideration, as compensation to the lenders of the Loan (the “Compensation Issue”), and that the general meeting resolves on a directed issue of 750,000 warrants of series TO8, issued without consideration, to the issuer of the Credit Facility. The Board of Directors will convene the extraordinary general meeting through a separate press release.

Background and rationale
The Financing is intended to support the Company’s continued expansion and strategic initiatives. The proceeds will be used partly to refinance outstanding loans and partly to strengthen working capital and support the Company’s ongoing commercialisation efforts.

The Financing
A number of professional lenders and existing shareholders have undertaken to lend a total of approximately SEK 48.9 million to the Company, of which the Loan amounts to approximately SEK 38.9 million and the Credit Facility amounts to SEK 10 million. The Loan partially replaces the Company’s existing loan entered into on 12 May 2025 with a number of professional lenders and existing shareholders (the “Existing Loan”). For four of the lenders under the Existing Loan, corresponding to approximately SEK 2.1 million, the Existing Loan will remain on the same terms as before and will fall due for payment on 31 December 2025. The loan from FPS is not affected by the Financing and will therefore remain on its existing terms and fall due for payment on 6 May 2026, with an option for extension. The outstanding amount under the Existing Loan as of today is approximately SEK 23.5 million, including arrangement fees and capitalised interest, of which approximately SEK 2.1 million will not be refinanced as described above. In addition to refinancing the Existing Loan, the Loan will thus contribute approximately SEK 17.5 million in new financing. Furthermore, the Credit Facility may provide the Company with an additional SEK 10 million in financing. The lenders shall disburse their respective portions of the Loan no later than 1 December 2025.

The Company is entitled to request disbursements under the Credit Facility through written notice to the issuer, provided that each individual disbursement request does not exceed SEK 2,000,000 and that at least twenty business days have passed since the most recent disbursement request. Upon receipt of such notice, the issuer shall disburse the requested amount within twenty business days.

To meet the conditions of the Loan and the Credit Facility, the Board of Directors will convene an extraordinary general meeting, at which the Board intends to propose that the general meeting resolves on the Compensation Issue and that the general meeting resolves on a directed issue of 750,000 warrants of series TO8, issued without consideration, to the issuer of the Credit Facility. The Board of Directors will convene the extraordinary general meeting through a separate press release. The Loan and the Credit Facility are conditional upon the general meeting resolving to issue TO8 warrants in accordance with the terms of the agreements. The lenders of the Loan will receive 0.075 warrants of series TO8, issued without consideration, for each SEK 1 lent, resulting in a total of up to 2,920,258 warrants of series TO8 being issued in the Compensation Issue. The warrants will be allocated as follows.

The issuer of the Credit Facility will receive warrants of series TO8, issued without consideration, on the same terms as the lenders of the Loan, meaning that the issuer will receive 750,000 warrants.

In connection with the exercise of warrants of series TO8, the warrant holders shall have the right (but not the obligation) to pay for the shares subscribed for upon exercise through set-off against their outstanding loans and accrued interest, provided that set-off is possible in the opinion of the Board of Directors.

The Loan carries an arrangement fee of five (5) percent and accrues interest at one and a half (1.5) percent per commenced month. A fee of five (5) percent and interest at one and a half (1.5) per cent per month or part thereof shall be payable on amounts requested by the Company and disbursed in accordance with the Credit Facility. The arrangement fee for the Loan and the Credit Facility will not be paid in cash but will be added to the disbursed loan amounts and fall due for payment on the maturity date of the Loan and the Credit Facility.

The lenders shall have the right, in whole or in part, to convert outstanding loans, including arrangement fees and accrued interest, under the Loan into newly issued shares in the Company at a subscription price of SEK 2.15 per share, corresponding to a discount of approximately 25.0 percent to the closing price on 21 November 2025. Lenders wishing to exercise the right to convert outstanding loans shall notify the Company of their intention by sending a notice no earlier than 15 December 2026 and no later than 4 January 2027. Provided that the total conversion amount amounts to at least SEK 2,000,000, the Company shall, within five business days of receiving the notice of conversion, however no earlier than 12 January 2027, resolve on the issuance of new shares and thereafter take all necessary measures to effect the conversion. Lenders under the Loan representing at least 60 percent of the outstanding loan amount shall furthermore have the ability to agree with the Company that the conversion may be carried out earlier, in whole or in part. The Company shall, within ten business days of receiving the conversion notice, resolve on the issuance of new shares and thereafter take all necessary measures to effect the conversion (including, if necessary, convening an extraordinary general meeting). The issuer of the Credit Facility shall have the right to convert on the same terms as the lenders under the Loan, provided that the total conversion amount amounts to at least SEK 1,000,000.

To the extent that no conversion has occurred prior thereto, the Loan and any amounts drawn under the Credit Facility shall fall due for payment on 16 January 2027. However, the Company may repay the Loan and any amounts drawn under the Credit Facility, in whole or in part, at any time prior to the maturity date without additional costs. In connection with such early repayment, the arrangement fee and the accrued interest up to the actual payment date for the early-repaid amount shall be paid together with the principal amount.

Warrants of series TO8
Each warrant of series TO8 entitles the holder to subscribe for one (1) new share in the Company during the period from 1 May 2030 up to and including 5 June 2030. The subscription price per share upon exercise of the warrants shall be the lower of (i) SEK 7.5 and (ii) the most recent subscription price applied in a share issue carried out by the Company (with or without preferential rights for shareholders) from the date of registration of the warrants with the Swedish Companies Registration Office up to and including 5 June 2030. If a subscription price in accordance with item (ii) is applied, no recalculation under the warrant terms shall be made due to such issue. The warrants are subject to terms that include customary recalculation provisions and a dilution protection mechanism, whereby the number of shares each warrant entitles the holder to subscribe for is increased in the event of share issues so that the holders maintain the same proportional ownership in the Company after the issue as before the issue. Holders of warrants holding at least 60 percent of the outstanding warrants may agree with the Company to bring forward the exercise period for the warrants.

Deviation from the shareholders’ preferential rights
The Board of Directors of OptiCept has carefully analysed various financing alternatives in light of the Company’s current commercialisation phase, increasing market presence and need for financial flexibility. Following an overall assessment, however, the Board considers that a issue carried out with deviation from the shareholders’ preferential rights is the most appropriate and expedient way to secure the capital required for the Company’s continued operational development, and that the Financing (including the conversion right) and the Compensation Issue represent a more advantageous alternative than a rights issue. It is therefore, objectively, in the interests of both the Company and its shareholders to complete the Financing and the Compensation Issue. In particular, the Board has considered the following.

In May 2025, the Company carried out a capital raising through a directed issue of shares and warrants, as well as by entering into two loan agreements, one of which constitutes the Existing Loan (as defined above). The Company remains in a critical phase in which several customer projects within segments such as plant breeding and food production are approaching commercial delivery and scaling. Certain deliveries have already commenced. In order to meet demand and to act on new business opportunities, swift action is required, which a rights issue, with its longer execution timeline, does not sufficiently allow for. In the Board’s view, a rights issue would have entailed a risk that the Company would miss the opportunity to finance its operations in an appropriate and timely manner in a way equivalent to what the Financing, consisting of the Loan (through which the Existing Loan is extended) and the Credit Facility, enables. One of the main reasons why the Company considers it to be in the shareholders’ interest to implement the Financing and the Compensation Issue instead of a rights issue is that a rights issue would, in all likelihood, have had to be carried out at a significant discount, which could lead to substantially greater dilution effects for the Company’s existing shareholders. The implementation of the Financing can also be carried out at considerably lower cost than a rights issue because, among other things and based on the market volatility observed during 2024 and the market environment prevailing in 2025, such an issue would require substantial underwriting commitments from an underwriting consortium, which would be difficult to obtain and would entail additional costs and/or additional dilution for the shareholders depending on the type of compensation for such underwriting. A rights issue would be significantly more time- and resource-consuming compared with the Financing, not least due to the work required to secure a rights issue, while there are no guarantees that such an issue would be fully subscribed. It should also be noted that the rights issue resolved by the Board in October 2024 and approved by a subsequent general meeting in November 2024 had a total subscription level of approximately 70.1 percent, of which only approximately 58.9 percent was subscribed for with and without subscription rights and approximately 11.1 percent was subscribed for by underwriters.

The Compensation Issue and any issue of warrants to the issuer of the Credit Facility are also conditions for entering into the Loan and the Credit Facility, respectively, which in the Board’s view constitutes a further basis for deviating from the main rule that share issues shall be carried out with preferential rights for existing shareholders.

The reason why the Compensation Issue is intended to be directed in part to existing shareholders of the Company, including Jonas Hagberg (Torsion Invest AB), Björn Wetterling, Christer Jönsson (Vellenova AB) and Andreas Jahn, is that these parties have expressed and demonstrated a long-term interest in and commitment to the Company, which in the Board’s view creates security and stability for both the Company and its shareholders. Through the Compensation Issue, the Company is also given the opportunity to attract new qualified investors who share the Company’s long-term view of the value of its technology and market potential.

In light of the above, it is the Board’s overall assessment that the deviation from the shareholders’ preferential rights is in the best interests of both the Company and its shareholders, as it ensures access to capital at the right time and with the right financial structure to enable continued growth.

Number of shares, share capital and dilution
Upon full exercise of all warrants of series TO8 intended to be issued, the number of shares in the Company will increase by 3,670,258 shares, from 65,144,683 shares to 68,814,941 shares, and the share capital will increase by SEK 330,323.22, from SEK 5,863,021.47 to SEK 6,193,344.69. This corresponds to a dilution effect of approximately 5.3 percent of the total number of shares and votes in the Company.

Advisors
Corpura Fondkommission AB, www.corpura.se, acts as Sole Coordinator in connection with the Financing. Moll Wendén Advokatbyrå acts as legal advisor to the Company in connection with the Financing.

“We appreciate the continued trust from our long-term owners, who, through this financing, provide us with the conditions to take the next step in the company’s development. During 2026, we will further intensify our focus, with a clear priority on sales to ensure the growth that takes us toward our goal of achieving positive EBITDA for the full year 2026,” says Thomas Lundqvist, CEO of OptiCept Technologies.

Important information
The publication, release or distribution of this press release may be subject to legal restrictions in certain jurisdictions, and persons in jurisdictions where this press release has been published or distributed must 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 each respective jurisdiction. This press release does not constitute an offer to sell or an invitation to acquire or subscribe for any securities issued by the Company in any jurisdiction where such offer or invitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. This press release also does not constitute a document in the form prescribed by Annex IX of the Prospectus Regulation.

Within the European Economic Area (“EEA”), no offer of shares, warrants or other securities (“Securities”) is made to the public in any country other than Sweden. In other member states of the European Union (“EU”), any such offer of Securities may only be made in accordance with an exemption under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation into national law, any such offer of Securities may only be made in accordance with an exemption under the Prospectus Regulation and in accordance with each relevant implementation measure. In other EEA countries that have not implemented the Prospectus Regulation into national law, any such offer of Securities may only be made in accordance with an applicable exemption under national legislation.

This press release does not constitute an offer to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered or sold in the United States unless they are registered, exempt from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any of the securities referred to herein in the United States or to make any public offering of such securities in the United States. The information in this press release may not be published, released, copied, reproduced or distributed, directly or indirectly, in whole or in part, into or within the United States, Canada, Australia, Hong Kong, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Russia, Belarus or any other jurisdiction where such publication, release or distribution would be contrary to applicable regulations or where such action would be subject to legal restrictions or require additional registration or other actions beyond those required under Swedish law. Any failure to comply with these instructions may constitute a violation of applicable securities laws.

In the United Kingdom, this document and any other material relating to the securities referred to herein are distributed and directed only to, and any investment or investment activity to which this document relates is available only to, and will only be engaged in with, “qualified investors” who are (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) high net worth entities falling within Article 49(2)(a)–(d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this press release relates in the United Kingdom is only available to relevant persons and will only be undertaken with relevant persons. Persons who are not relevant persons should not act on or rely upon this press release.

This press release does not identify or purport to identify risks (direct or indirect) associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investment decision. Each investor or potential investor must conduct their own investigation, analysis and evaluation of the business and the information described in this press release and all publicly available information. The price and value of the securities may decrease as well as increase. Past performance is not a guide to future results. Neither the content of the Company’s website nor any other website accessible through hyperlinks on the Company’s website is incorporated into or forms part of this press release.

Forward-looking statements

This press release contains forward-looking statements regarding the Company’s intentions, assessments or expectations concerning its future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assumes”, “should”, “could”, and, in each case, their negatives or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will occur or that they are correct. As these assumptions are based on 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 for many different reasons. Such risks, uncertainties, contingencies and other important factors may cause actual developments to differ materially from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and each reader of this press release should not place undue reliance on the forward-looking statements contained herein. The information, opinions and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and may be subject to change. Neither the Company nor any other party undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances arising in relation to the contents of this press release, unless required by law or the Nasdaq First North Growth Market rulebook.