OptiCept announces final outcome of rights issue

Thomas Lundqvist, CEO of OptiCept, comments:
“I would like to start by thanking our existing shareholders for their continued trust and at the same time welcome all new shareholders who have chosen to become part of our journey. A special thank you to our long-term owners who have not only supported us through subscription commitments but also chosen to underwrite this issue – your support has been crucial to our success. OptiCept is in one of the most exciting phases in our history. In recent months and weeks, we have taken decisive steps in global expansion and established ourselves as a leading player in several key markets, something that can be read more about in the memo that we communicated on 20/11 – 2024.”

Outcome of Rights Issue
The subscription period in the Rights Issue ended on 26 November 2024. A total of 7,841,020 shares were subscribed for by exercise of subscription rights, corresponding to approximately 48.7 percent of the Rights Issue, and 1,638,964 shares were subscribed for without the exercise of subscription rights, corresponding to approximately 10.2 percent of the Rights Issue. A total of 9,479,984 shares were thus subscribed for with and without the exercise of subscription rights, corresponding to approximately SEK 47.4 million or approximately 58.9 percent of the Rights Issue. The guarantors have been allocated 1,793,291 shares, corresponding to approximately 11.1 percent of the Rights Issue, whereby the Rights Issue is subscribed to a total of approximately 70.1 percent.

Through the Rights Issue, the Company will receive approximately SEK 56.4 million before deduction of issue costs, which are estimated to amount to approximately SEK 9.7 million, of which guarantee compensation amounts to approximately SEK 6.1 million.

Notification regarding allocation and delivery
Allocation of shares has been made in accordance with the principles set out in the prospectus published on 8 November 2024. Notification regarding allocation of shares subscribed for without the exercise of subscription rights will be sent via a separate settlement note. Nominee-registered shareholders will receive notification of allocation in accordance with the respective nominee's procedures.

Shares and share capital
Through the Rights Issue, the number of shares in OptiCept increases by 11,273,275 shares, from 51,496,408 shares to 62,769,683 shares, and the share capital increases by approximately SEK 1,014,594.75, from SEK 4,634,676.72 to SEK 5,649,271.47. The dilution amounts to approximately 18.0 percent.

Paid subscribed shares ("BTA")
BTA is currently traded on Nasdaq First North Growth Market until 13 December 2024. Subsequently, BTA will be converted into shares.

Advisors

Corpura Fondkommission AB (www.corpura.se) is acting as financial advisor and Setterwalls Advokatbyrå AB is acting as legal advisor to OptiCept in connection with the Rights Issue. Aqurat Fondkommission AB is acting as issuing agent.

For more information:
Thomas Lundqvist, VD
+46 73 268 05 70
Thomas.Lundqvist@opticept.se

Déspina Georgiadou Hedin, CFO
+46 76 569 78 73
Despina.georgiadou@opticept.se

About OptiCept Technologies AB (publ)
OptiCept Technologies AB (publ) provides the food and plant industry with technological solutions that contribute to a more sustainable world and enable climate-smart economic growth. OptiCept optimizes biological processes - Increased extraction from raw material, extended shelf life, reduced waste, and improved quality (taste, aroma, color, nutritional content) of the final product. The positive effects of technology increase efficiency for our customers, better products for the consumers, and minimal impact on our environment. Through patented technology in PEF (pulsed electric field) and VI (Vacuum Infusion), the technology opens up new business opportunities for the food and plant industry worldwide. OptiCept's vision is to contribute to a sustainable world by offering efficient green cutting-edge technology that is easy to use in the areas of FoodTech and PlantTech. 
 
The Company is located in Lund and the share is traded on the Nasdaq First North Growth Market (ticker: OPTI). The Company’s Certified Adviser is Carnegie Investment Bank AB (publ).
 
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in OptiCept. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in OptiCept have only been made through the prospectus that the Company published on 8 November 2024 and the supplementary prospectus that the Company published on 15 November 2024 (together the “Prospectuses”). The Prospectuses have been approved and registered by the Swedish Financial Supervisory Authority and have been published on the Company’s website, www.opticept.se. The approval of the Prospectuses by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the Company’s shares or any other securities.

This release is not a prospectus in accordance with the definition in the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares or other securities in OptiCept. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectuses. Thus, investors are encouraged to review the Prospectuses in their entirety.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares or other securities in OptiCept have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

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

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify 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 guarantee future results or development, and the actual outcome could differ materially from the forward-looking statements.