This press release is an English version of the previously published Swedish version, which has interpretive precedence.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE MEASURES OTHER THAN THOSE PROVIDED UNDER SWEDISH LAW.
Smoltek Nanotech Holding AB (publ) ("Smoltek" or the "Company") has prepared a simplified information document (the "Information Document") in connection with the Company's upcoming issue of shares and warrants ("Units") with preferential rights for existing shareholders (the "Rights Issue"), which was resolved by the Board of Directors on June 2, 2026 with the support of the authorization from the Annual General Meeting on May 12, 2026. The information document, which is attached to this press release, is also available on the Company's website, www.smoltek.com/investors, and on Redeye's website, www.redeye.se.
The Information Document (in Swedish)
The Information Document, containing full terms and conditions and instructions as well as other information about the Rights Issue, is available on the Company's website, www.smoltek.com/investors, and on Redeye's website, www.redeye.se. For further information about the Rights Issue, please refer to the Information Document.
The Information Document has been prepared in accordance with the Spotlight Stock Markets issuer rules and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"). The Swedish Financial Supervisory Authority has not reviewed or approved the Information Document. Each investor is advised to make their own assessment of whether it is appropriate to invest in the Company.
The rights issue in summary
Change in number of shares and share capital and dilution
Upon full subscription of the Rights Issue, the number of shares in the Company will increase by a maximum of 40,244,922 shares, from 181,708,215 shares to 221,953,137 shares, and the share capital will increase by a maximum of approximately SEK 4,794,307.23, from approximately SEK 21,646,582.11 to approximately SEK 26,440,889.34, corresponding to a dilution of approximately 18.1 percent of the capital and votes in the Company. Upon full exercise of all warrants of series TO 9 that can be issued within the framework of the Rights Issue, the number of shares may increase by a maximum of an additional 20,122,461 shares, to a total maximum of 242,075,598 shares, and the share capital may increase by a maximum of approximately SEK 2,397,153.61, to a total maximum of approximately SEK 28,838,042.95. This corresponds to a further dilution of approximately 8.3 percent. The total dilution, assuming full subscription in the Rights Issue and full exercise of all warrants of series TO 9 that can be issued within the framework of the Rights Issue, thus amounts to approximately 25.0 percent of the capital and votes in the Company.
In the event that the Rights Issue is fully subscribed and the Board decides on the Over-allotment Issue, a maximum of 6,036,738 Units may be issued, corresponding to a maximum of 12,073,476 additional shares and 6,036,738 warrants of series TO 9. This would mean that the number of shares in the Company increases by a maximum of 12,073,476 additional shares and that the share capital increases by a maximum of approximately SEK 1,438,292.10, corresponding to a further dilution of approximately 5.2 percent of the capital and votes in the Company. Upon full exercise of the warrants of series TO 9 issued within the framework of the Over-allotment Issue, the number of shares may increase by a maximum of 6,036,738 additional shares, corresponding to a further dilution of approximately 2.5 percent. The maximum dilution effect through the Rights Issue and the Over-allotment Issue thus amounts to approximately 22.4 percent excluding full exercise of all warrants of series TO 9, and to approximately 30.2 percent including full exercise of all warrants of series TO 9.
The number of shares and the share capital above deviate from what was stated in the Company's press release on June 2, 2026 regarding the Rights Issue. The reason for this is that after the decision on, but before the record date of, the Rights Issue, the Company has carried out a conversion of convertible loans of SEK 200,000 in accordance with the request from holders of the Company's convertible loan 2024/2027 and the terms and conditions of the convertible loan, which the Company announced by press release on June 4, 2026. Through the conversion, 606,060 new shares were issued and the share capital was increased by approximately SEK 72,199. In order to ensure that the newly issued shares through the conversion do not affect the number of unit rights and consequently the maximum number of Units in the Rights Issue, Gramtec Invest AB has refrained from receiving unit rights for 606,060 of its shares. The terms of the Rights Issue of a minimum of 8,048,984 Units and a maximum of 20,122,461 Units remain unchanged.
Advisors
Redeye Corporate Finance and Mangold Fondkommission are acting as financial advisors and Fredersen Advokatbyrå are acting as legal advisors to the Company in connection with the Rights Issue. Mangold Fondkommission is also acting as the issuing agent.
For further information
Magnus Andersson, CEO of Smoltek Nanotech Holding AB
E-mail: magnus.andersson@smoltek.com
Phone: +46 317 01 03 05
Website: www.smoltek.com/investors/en
About Smoltek
Smoltek Nanotech Holding is a public technology company that provides a technology that enables the production of conductive nanostructures on various materials. The company's technology multiplies the actual surface area for electrical and chemical processes and can be used in several industrial sectors. Customers are found in semiconductors and the global process industry. The products that the company develops are used as infrastructure components for stable power supply to microchips as well as electrodes and coating of surface structures in applications for the production and use of fossil-free hydrogen. The company protects its carbon nanotechnology through an extensive patent portfolio. Smoltek's share is listed on the Spotlight Stock Market under the ticker symbol SMOL. Smoltek is a development company and forward-looking statements regarding time to market, production volume and price levels should be interpreted as forecasts and not commitments.
Important information
Publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions. Recipients of this press release in the jurisdictions where this press release has been published or distributed should 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 the applicable regulations of the respective jurisdiction. This press release does not constitute an offer to acquire or subscribe for shares or other securities issued by the Company, either from the Company or from anyone else, in any jurisdiction where such offer or such invitation would be contrary to applicable regulations or require additional registration or other measures.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been drawn up or will be drawn up in connection with the Rights Issue. In each EEA Member State, this notice is addressed only to "qualified investors" in that Member State as defined in the Prospectus Regulation.
This press release does not constitute an offer or invitation 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 application of an exemption from registration, under the then-current U.S. Securities Act of 1933 ("Securities Act"), and may not be offered or sold in the United States without being registered, subject to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities mentioned herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be published, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such publication, publication or distribution of this information would be in conflict with current regulations or where such action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
In the United Kingdom, this document, and other materials relating to the securities referred to herein, are distributed and directed only to, and an investment or investment activity relating to this document is only available to, and will only be exercised by, "qualified investors" who are (i) persons who have professional experience in activities relating to investment and who fall within the definition of "professional investors" in section 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("The Order"); or (ii) high net worth persons referred to in Article 49(2)(a)-(d) of the Order (all such persons being collectively referred to as "relevant persons"). An investment or an investment measure to which this notice relates is available in the UK only to relevant persons and will only be carried out with relevant persons. Persons who are not relevant persons should not take any action based on this press release nor act or rely on it.
This press release neither identifies nor purports to identify any risks (direct or indirect) that may be associated with an investment in new shares. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance is given regarding the information in this press release regarding its accuracy or completeness. An investment decision to acquire or subscribe for shares in connection with the Rights Issue may only be made based on publicly available information regarding the Company and the Company's shares.
Failure to follow these instructions may constitute a violation of the Securities Act or applicable laws in other jurisdictions.
The company assesses that it conducts activities worthy of protection according to the Act (2023:560) on the review of foreign direct investments ("FDI Act"). In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be subject to notification. If an investment is subject to notification, it must be notified to the Inspectorate for Strategic Products (ISP) before it is carried out. An investment may be subject to notification if the investor, someone in his ownership structure or someone on whose behalf the investor acts, after the investment is carried out, holds votes corresponding to or exceeding any of the limit values of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company. The investor may be charged an administrative penalty fee if an investment that is subject to notification is carried out before the ISP either: i) decides to leave the notification without action, or ii) approves the investment. Each investor should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual investor.
Forward-looking statements
This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's 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 inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Spotlight Stock Market's issuer regulations.