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The Board of Directors of Klaria Pharma Holding AB (publ) ("Klaria" or the "Company") has today resolved to convene an Extraordinary General Meeting on 5 October 2026 at which the shareholders are proposed to resolve on a Rights Issue of units comprising newly issued shares and warrants of series TO1 (the "Rights Issue"), as well as amendments to the share capital limits and the number of shares in the Articles of Association. The Rights Issue is intended to strengthen the Company's financial position and enable continued commercialization and development-related work relating to the migraine product SAF (Sumatripan Alginate Film). The subscription price is proposed to be 2,40 SEK per unit. The Rights Issue comprises a maximum of 61 494 038 units and, if fully subscribed, will provide the Company with approximately SEK 148 million before deduction of issue costs, of which approximately SEK 13 million may be provided through set-off of existing claims against the Company in accordance with the subscription commitments provided. Klaria has received subscription commitments of approximately SEK 40 million. In addition, the Company intends to further secure the Rights Issue-up to approximately 70-75 percent-through top-up and bottom-up guarantees of SEK 33-38 million each.
The Board of Directors of Klaria has today, September 1, 2026, resolved to convene an Extraordinary General Meeting on 5 October 2026 to resolve on the Rights Issue in accordance with the Board of Directors' proposal on the following principal terms:
Klaria is a Swedish pharmaceutical company developing fast-acting products based on a patented alginate film that adheres to the oral mucosa and enables drug administration via oral transmucosal absorption. The platform has been developed to enable rapid and user-friendly administration of medicines in situations where time to effect and ease of use are important. The Company is listed on Nasdaq First North Growth Market under the ticker KLAR.
Klaria's leading product, Sumatriptan Alginate Film ("SAF"), is intended for the acute treatment of migraine and has obtained marketing authorization in the EEA, the United Kingdom and Switzerland. The marketing authorizations represent an important regulatory milestone and mean that SAF can be commercialized in several European markets. Under the license agreement with CNX Therapeutics ("CNX"), CNX has the right to market and sell SAF in the EEA, the United Kingdom and Switzerland. According to CNX's current timetable, the European launch is planned for the fourth quarter of 2026. The launch constitutes the next key commercial milestone for SAF and means that the product will move from regulatory approval to its planned market introduction within CNX's licensed territory.
Alongside CNX's planned European launch during the fourth quarter of 2026, Klaria retains the rights to SAF in markets outside CNX's licensed territory, including the USA. The Company's commercial strategy therefore comprises two complementary tracks: market introduction in Europe through CNX and continued value creation in other markets through its own development, commercial collaborations or future license agreements. In the USA, Klaria intends to prepare the regulatory and commercial groundwork through relevant regulatory, technical, clinical and market-related activities. The scope and timing of the continued work are dependent, among other things, on available financing, regulatory feedback, a finalized development plan and potential partnerships.
The Rights Issue is intended to strengthen the Company's financial position ahead of the next commercial phase. A stronger balance sheet and improved liquidity are expected to provide Klaria with better conditions to meet the Company's commitments and capitalize on commercial opportunities related to CNX's planned European market introduction during the fourth quarter of 2026. At the same time, the Rights Issue creates flexibility for continued development in markets outside CNX's licensed territory, strengthens Klaria's position in partner discussions and enables regulatory, technical, clinical and market-related activities that may broaden SAF's future commercial potential.
Against this background, the Board of Directors considers the Rights Issue an important step towards strengthening Klaria's financial flexibility and supporting the Company's continued commercial and business development activities.
Upon full subscription of the Rights Issue, Klaria will receive approximately SEK 148 million before issue costs.. Of the issue proceeds, approximately SEK 13 million may be provided through set-off of existing claims against the Company in accordance with the subscription commitments provided, subject to the Company's resolution on the set-off, which means that the cash portion of the issue proceeds will be lower by a corresponding amount. Upon full exercise of all warrants of series TO1, Klaria may receive an additional approximately SEK 37 million before issue costs.
The net proceeds from the Rights Issue are intended to strengthen Klaria's financial position and create flexibility ahead of the Company's next commercial phase. The proceeds are intended to be used, without any order of priority, for the following purposes:
Today, September 1, 2026, the Company resolved to convene an Extraordinary General Meeting on 5 October 2026 to resolve on the Board of Directors' proposal regarding the Rights Issue, amendments to the Articles of Association concerning the share capital limits and the number of shares, and a proposal for an issue authorization for the Board of Directors to secure any commitments regarding guarantee fees in Units.
The Rights Issue is proposed to comprise a maximum of 61 494 038 Units, in total a maximum of 245 976 152 newly issued shares and 61 494 038 newly issued warrants of series TO1. The subscription price is proposed to be 2,40 SEK per Unit, corresponding to 0,60 SEK per share. The warrants are issued free of charge. The subscription price corresponds to a discount of approximately 26 percent compared with the theoretical ex-rights price per share following a fully subscribed rights issue (TERP), calculated based on the volume-weighted average price (VWAP) for the share during the period from and including August 17, 2026, up to and including August 28, 2026. The right to subscribe for Units on a preferential basis shall belong to anyone who, on the record date of 12 October 2026, is registered as a shareholder in the share register maintained by Euroclear Sweden AB. For each existing share held on the record date, the holder will receive one (1) unit right. Four (4) unit rights entitle the holder to subscribe for one (1) Unit. One Unit comprises four (4) newly issued shares and one (1) newly issued warrant of series TO1.
Upon full subscription, Klaria will receive approximately SEK 148 million before issue costs, which are estimated to amount to approximately SEK 17 million.
The subscription period shall run from and include October 14, 2026, up to and including October 28, 2026.
Subscription and allocation may only be made in respect of Units and not in respect of shares and warrants separately.
The Company intends to apply for admission to trading of the warrants of series TO1 on Nasdaq First North Growth Market. Admission to trading is subject to the approval of the marketplace and the fulfilment of applicable conditions.
Each warrant of series TO1 is proposed to entitle the holder to subscribe for one (1) new share in the Company during the following periods:
The subscription price for shares subscribed for on the basis of the warrants of series TO1 shall be 0,60 SEK per share.
Upon full subscription of the Rights Issue, the number of shares in Klaria will increase by a maximum of 245 976 152 shares, from 245 976 152 shares to a maximum of 491 952 304 shares.
Shareholders who do not participate in the Rights Issue will have their ownership interest diluted by a maximum of approximately 50 percent, calculated based on the total number of shares in the Company following completion of the Rights Issue, excluding any dilution resulting from the exercise of the warrants. Shareholders have the opportunity to financially compensate themselves for the dilution by selling their unit rights.
Upon full exercise of all warrants, the number of shares will increase by an additional maximum of 61 494 038 shares. This corresponds to an additional dilution of approximately 11 percent, calculated based on the total number of shares and votes in the Company following full subscription of the Rights Issue and full exercise of the warrants.
The last day of trading in the Klaria share including the right to receive unit rights is 8 October 2026. The share will be traded excluding the right to receive unit rights from and including 9 October 2026. The record date is 12 October 2026. The subscription period runs from and including 14 October 2026 up to and including 28 October 2026. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from and including 14 October 2026 up to and including 28 October 2026. Trading in paid subscribed units (BTU) is preliminarily expected to take place during the period from and including 14 October 2026 up to and including 11 November 2026.
Complete terms and instructions for the Rights Issue and other information about Klaria will be published prior to the start of the subscription period. In connection with the Rights Issue, the Company will prepare and publish an EU Follow-on Prospectus in accordance with Article 14a of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"), in its consolidated version. The documentation is expected to be published around 13 October 2026.
The Board of Directors' proposal for a resolution on the Rights Issue is conditional upon the Extraordinary General Meeting resolving to amend the Articles of Association. The Board of Directors proposes that the Extraordinary General Meeting resolve to amend § 4 so that the share capital shall be not less than SEK 3 400 000 and not more than SEK 13 600 000, and to amend § 5 of the Articles of Association so that the number of shares shall be not less than 200 000 000 and not more than 800 000 000.
Any guarantee fee may be paid in the form of Units. The Board of Directors therefore proposes that the Extraordinary General Meeting, for the period up to and including 31 December 2026, authorize the Board of Directors to resolve on issues of Units on terms corresponding to those of the Rights Issue.
The authorization shall be used to fulfil the Company's obligation to pay guarantee fees for the Rights Issue in Units. In connection therewith, the Board of Directors shall have the right, with deviation from the existing shareholders' preferential rights, to offer Units to guarantors in the Rights Issue.
| Event | Date |
| Extraordinary General Meeting | 5 October 2026 |
| Last day of trading in the share including the right to receive unit rights | 8 October 2026 |
| First day of trading in the share excluding the right to receive unit rights | 9 October 2026 |
| Record date | 12 October 2026 |
| Publication of offering documents | 13 October 2026 |
| Trading in unit rights | 14-28 October 2026 |
| Subscription period | 14-28 October 2026 |
| Trading in paid subscribed units (BTU) | 14 October - 11 November 2026 |
| Publication of preliminary outcome | 29 October 2026 |
| Publication of final outcome | 30 October 2026 |
| First day of trading in the warrants | 16 November 2026 |
| Exercise period for the warrants | See heading "The Rights Issue" |
Carlsquare AB is financial adviser, Advokatfirman Glimstedt is legal adviser, and Bergs Securities AB is issuing agent in connection with the Rights Issue.
Fredrik Hübinette, Chairman of the Board
info@klaria.com
Tel: 08-446 42 99
This press release does not constitute offering documents and does not contain complete information about the Rights Issue, the Company or the securities covered by the Rights Issue.
Complete terms and instructions for the Rights Issue and other relevant information about Klaria will be set out in the offering documents that the Company intends to prepare and publish prior to the start of the subscription period. Investors should not subscribe for or purchase securities referred to in this press release other than on the basis of the information contained in such offering documents.
This press release does not contain and does not constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, unit rights, BTU, warrants or other securities in Klaria. An invitation to relevant persons to subscribe for units in Klaria will only be made through the offering documents that the Company intends to publish prior to the start of the subscription period.
Publication, disclosure or distribution of this press release may in certain jurisdictions be subject to restrictions under law. Persons in the jurisdictions where this press release has been published or distributed must inform themselves of and comply with such legal restrictions.
This press release is not directed at persons located in Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, the USA or any other country or jurisdiction where an offer or sale of the securities covered by the Rights Issue is not permitted. This press release may not be disclosed, published or distributed, directly or indirectly, in or into such jurisdictions where such action is wholly or partially subject to legal restrictions or would entail requirements for additional registration or other measures beyond those required under Swedish law.
This press release may contain certain forward-looking statements. Words and expressions such as "is intended", "is considered", "is expected", "may", "plans" and "believes", and other expressions that indicate or predict future developments or trends and that are not based on historical facts constitute forward-looking information. Forward-looking information is inherently subject to both known and unknown risks and uncertainties, as it depends on future events and circumstances. Actual developments may therefore differ materially from the developments expressed or implied in the forward-looking information.
The information, opinions and forward-looking statements in this press release apply as of the date of the press release and may be changed without prior notice. The Company makes no commitment to publish updates or revisions to forward-looking information as a result of new information, future events or other circumstances, except as required by applicable law.
This disclosure contains information that Klaria Pharma Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014) and the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 01 September 2026, 04:00.