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SHA - Huddly AS – Contemplated and pre-committed private placement, final negotiations regarding new strategic partnership and distribution agreement and extension of shareholder loan

Company: Huddly AS Date: 2025-08-21 Language: English Register to download
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 Huddly AS – Contemplated and pre-committed private placement, final negotiations regarding new strategic partnership and distribution agreement and extension of shareholder loan

# Huddly AS – Contemplated and pre-committed private placement, final negotiations regarding new strategic partnership and distribution agreement and extension of shareholder loan

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.  

  

Oslo, 21 August 2025: Huddly AS ("Huddly" or the "Company", ticker: HDLY) hereby announces (i) a contemplated and pre-committed private placement of between NOK 50 and 75 million (the "Offer Size"), equivalent to minimum 4,545,455 and maximum 6,818,181 new shares (the "Offer Shares") offered by the Company (the "Private Placement"); (ii) the entering into final negotiations regarding a new strategic partnership and distribution agreement and (iii) extension of shareholder loan. Reference is also made to the separate stock exchange announcement published by the Company earlier today regarding the Company's second-quarter 2025 results.  

  

CONTEMPLATED AND PRE-COMMITTED PRIVATE PLACEMENT  

  

The Company has engaged Pareto Securities AS as sole manager and bookrunner (the "Manager") in connection with the Private Placement.  

  

The price per Offer Share in the Private Placement is fixed at NOK 11.00 (the "Offer Price").  

  

The net proceeds from the Private Placement to the Company will be used to bridge the deficit until the Company is expected to becoming cash flow positive in 2026. The focus will be on continued investments in R&D for roll-out and improvement of new products, onboarding of new strategic partners, expansion of channel sales, and general working capital requirements to support growth.  

  

Application period  

  

The application period for the Private Placement commences today, on 21 August 2025, at 09:00 (CEST) and ends tomorrow, 22 August 2025, at 16:30 (CEST) (the "Application Period"). The Company together with the Manager may, at their own discretion, close or extend the Application Period at any time and for any reason and on short or without notice. If the Application Period is shortened or extended, the other dates referred to herein may be amended accordingly.  

  

Firm pre-commitments  

  

The low end of the Offer Size range in the Private Placement (i.e. NOK 50 million) is covered by firm pre-commitments at the Offer Price.  

  

The following members of the Company’s management and board of directors (the "Board") have collectively pre-committed to subscribe for NOK 24.7 million in the Private Placement at the Offer Price:  

\- Jon Øyvind Eriksen (Chairman) NOK 12,000,000;  

\- Kristian Kolberg (board member) NOK 10,000,000;  

\- Håvard Pedersen Alstad (EVP Engineering) NOK 1,200,000;  

\- Jostein Devold (board member) NOK 750,000;  

\- Bente Sollid (board member) NOK 200,000;  

\- Anika Jovik (board member) NOK 200,000;  

\- Rósa Stensen (CEO) NOK 100,000;  

\- Abhijit Saha Banik (CFO) NOK 100,000;  

\- Stein Ove Eriksen (Co-Founder and CPO) 100,000; and  

\- Knut Helge Teppan (CDO) NOK 50,000.  

  

In addition, certain other existing shareholders in the Company, each holding 1.00% or more of the current shares outstanding in the Company (rounded to the nearest two decimal points), have collectively pre-committed to subscribe for approx. NOK 28.9 million in the Private Placement at the Offer Price.  

  

NOK 50 million of the firm pre-commitments mentioned above are part of a pre-commitment agreement which will receive a pre-commitment fee of 5.00% (i.e. NOK 2.5 million) which will be paid in new shares in the Company at the Offer Price in connection with settlement of the Private Placement.  

  

Selling restrictions  

  

The Private Placement will be offered to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 (also as it forms part of the United Kingdom domestic law by virtue of the European Union Withdrawal Act 2018 (the “Prospectus Regulation”)) and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.  

  

The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may offer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act and the Prospectus Regulation, are available. The members of the Company’s management and Board, as well as existing shareholders in the Company holding 1.00% or more of the current shares outstanding in the Company (rounded to the nearest two decimal points), are exempt from the minimum order and allocation in the Private Placement.  

  

Allocation  

  

Conditional allocation of Offer Shares will be made at the sole discretion of the Company’s board of directors (the “Board”) (in consultation with the Manager). The Board will focus on criteria such as (but not limited to) firm pre-commitments, existing ownership in the Company, timeliness of order, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company reserves the right, at its sole discretion, to reject and/or reduce any orders, in whole or in part.  

  

Notification of conditional allocation and payment instructions is expected to be sent by the Manager on or about 25 August 2025 before 09:00 CEST.  

  

Conditions for completion  

  

Completion of the Private Placement is subject to: (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting (the “EGM”) in the Company resolving to approve the capital increase pertaining to the Private Placement and the issuance the Offer Shares, (iii) the Pre-Payment Agreement (as defined below) remaining in full force and effect, (iv) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises (the "NRBE"), and (v) the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly referred to as the “Conditions”).  

  

The EGM for approval of the Private Placement and the issuance of the allocated Offer Shares is expected to be held on 8 September 2025.  

  

The Private Placement will be cancelled if the Conditions are not fulfilled. The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to the notification of conditional allocation. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.  

  

Settlement  

  

The date for settlement of the Private Placement is expected to be on or about 11 September 2025, subject to, among other things, handling time for registration of the share capital increase relating to the Private Placement in the NRBE and fulfillment of the Conditions.  

  

The Offer Shares will be pre-paid by the Manager pursuant to a pre-payment agreement (the "Pre-Payment Agreement") to be entered into between the Company and the Manager in order to facilitate prompt registration of the share capital increase pertaining to the Private Placement with the NRBE and delivery-versus-payment (DVP) settlement with investors.  

  

The Offer Shares allocated in the Private Placement will be tradable on Euronext Growth Oslo when the new share capital relating to the Private Placement has been registered with the NRBE and the Offer Shares have been registered by the VPS, expected on or about 10 September 2025, subject to the Conditions having been met. The Company will announce when such registration has taken place.  

  

Lock-ups  

  

The Company, members of the Company’s management and Board have all agreed to a 6 month lock-up in connection with the transaction.  

  

Voting undertaking  

  

Existing shareholders in the Company which are allocated Offer Shares in the Private Placement will irrevocably undertake to vote in favour of, or give a voting proxy to be used in favour of, all of the Board's proposed resolutions relating to the Private Placement at the EGM. Such undertaking applies to all shares in the Company held or controlled (directly or indirectly) by such existing shareholders as of the record date for the EGM.  

  

Equal treatment considerations – potential subsequent repair offering  

The Board has considered the Private Placement in light of the equal treatment obligations set out in the Norwegian Private Limited Liability Companies Act, Euronext Growth Oslo Rule Book – Part II and Oslo Stock Exchange's guidelines on equal treatment of shareholders, and the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement, taking into consideration the Company’s current financial situation and the time, costs and risk of alternative methods of securing the desired funding, is in the joint interest of the Company and its shareholders.  

  

The Company may, subject to completion of the Private Placement, approval by the EGM, and certain other conditions, resolve to carry out a subsequent repair offering of new shares (the "Subsequent Offering") at the Offer Price which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 22 August 2025 (as registered in the VPS two trading days thereafter), who (i) hold less than 1.00% of the current shares outstanding in the Company (rounded to the nearest two decimal points), (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar.  

  

FINAL NEGOTIATIONS REGARDING A NEW STRATEGIC PARTNERSHIP AND DISTRIBUTION AGREEMENT  

  

The Company has entered into final negotiations with a leading and well recognized global provider of professional audio and video collaboration solutions regarding a potential new strategic partnership and distribution agreement.  

  

The contemplated agreement is expected to cover commercial collaboration and distribution of certain of Huddly’s existing products. The agreement will, if concluded, strengthen the Company’s competitive position in key markets, and may therefore have a material impact on Huddly’s operations and financial performance. The expected value of the agreement for Huddly is in the range of between NOK 20 million to NOK 40 million per annum with an initial contract term of 24 months. In Huddly’s reasonable opinion, there is a not insignificant degree of uncertainty as to whether the parties will be able to reach a binding agreement.  

  

EXTENSION OF SHAREHOLDER LOAN  

  

The Company is currently in discussion with the lenders connected to its secured shareholder loan in the total amount of NOK 55.5 million maturing on 9 June 2026 regarding an extension of the maturity date for the loan. Lenders representing NOK 24.75 million of the loan have committed to extending their portions of the loan for 12 months, i.e. until 9 June 2027.  

  

Advisors  

Pareto Securities AS is acting as sole manager and bookrunner in connection with the Private Placement.  

Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.  

  

Contacts  

For more information, please contact:  

Jon Øyvind Eriksen, chair of the board of directors, +47 93 06 03 30, admin@sonstad.no  

Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com  

  

Disclosure  

  

This information is considered to be inside information pursuant to the EU Market Abuse Regulation ("MAR") and is subject to the disclosure requirements pursuant to MAR article 17, Euronext Growth Oslo Rule Book – Part II, section 3.9 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Abhijit Saha Banik, CFO of the Company, on 21 August 2025, at 7:01 CEST.  

  

About Huddly AS  

  

Disruptive innovation is our heartbeat at Huddly. We're committed to pushing technology and challenging the status quo in to empower human collaboration. Combining our industry-leading expertise in artificial intelligence, software, hardware, and UX, we craft intelligent camera systems that enable inclusive and productive teamwork. Huddly cameras are designed to provide high-quality, AI-powered video meetings on major platforms, including Microsoft Teams, Zoom, and Google Meet. With upgradable software, durable hardware, and engaging user experiences, they are the ideal choice for organizations seeking a future-proof, scalable, and sustainable solution. Founded in 2013, Huddly is headquartered in Oslo, Norway, with presence in the US and EMEA and distribution globally.  

  

Important notice  

  

This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.  

  

The securities referred to in this announcement have not been and will not be registered under the Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to QIBs as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.  

  

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any EEA Member State (also as it forms part of the United Kingdom domestic law by virtue of the European Union Withdrawal Act 2018).  

  

In the United Kingdom, this communication is only being distributed to and is only directed at persons that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.  

  

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control.  

  

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement.  

  

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.  

  

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.  

  

This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as amended together with any applicable implementing measures in any EEA Member State (or as it forms part of the United Kingdom domestic law by virtue of the European Union Withdrawal Act 2018), and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.