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Aqua Bio Technology Capital/Financing Update 2026

Mar 11, 2026

3535_rns_2026-03-11_cb7214ff-1c1d-4b12-805b-8c5616357c7e.html

Capital/Financing Update

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Aqua Bio Technology ASA: Terms of the Subsequent Offering

Aqua Bio Technology ASA: Terms of the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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

Reference is made to the stock exchange announcements by Aqua Bio Technology

ASA ("ABTEC" or the "Company") on 12 February 2026 regarding the completion of

a private placement that raised NOK 10 million in gross proceeds, to be

settled through both conversion of previously incurred debt and through cash

payments (the "Private Placement") and a subsequent offering of new shares in

the Company (the "Subsequent Offering").

The Subsequent Offering consists of an offering of up to 800,000 new shares in

the Company (the "Offer Shares") directed towards the shareholders of the

Company as of 12 February 2026 (as registered in the VPS on 16 February 2026)

(the "Record Date"), except: (i) shareholders who were allocated shares in the

Private Placement, and (ii) shareholders who are resident in a jurisdiction

where such offering would be unlawful, or would require any prospectus filing,

registration or similar action (the "Eligible Shareholders").

The subscription period in the Subsequent Offering commences on 12 March 2026

at 09:00 hours (CET) and will end on 19 March 2026 at 16:30 hours (CET) (the

"Subscription Period"). The subscription price per Offer Share is NOK 5.00

(the "Subscription Price"), which is equal to the subscription price in the

Private Placement. If fully subscribed, the Subsequent Offering will raise

gross proceeds of NOK 4,000,000.

In the Subsequent Offering, Eligible Shareholders will be granted non-tradable

subscription rights (the "Subscription Rights") that, subject to applicable

law, provide preferential rights to subscribe for and be allocated Offer

Shares at the Subscription Price. In addition, the following types of

investors shall have a secondary right to subscribe for the Offer Shares: (i)

ABTEC shareholders and other investors who participated in the Private

Placement, and (ii) other subscribers without Subscription Rights (jointly,

the "Secondary Subscribers") subject to a minimum allocation of NOK 50,000.

The Secondary Subscribers may subscribe for Offer Shares that have not been

subscribed and allocated to Eligible Shareholders.

The Eligible Shareholders will be granted 0.0103 Subscription Rights for each

existing share registered as held by such Eligible Shareholder as of the

Record Date, rounded down to the nearest whole number of Subscription Rights.

The number of Subscription Rights granted has been calculated based on the

number of shares outstanding in the Company prior to completion of the reverse

share split completed in February 2026. Each whole Subscription Right provides

a preferential right to subscribe for, and be allocated, one Offer Share at

the Subscription Price. Over-subscription will be permitted. Subscription

without Subscription Rights will not be permitted, other than by Secondary

Subscribers.

The Subscription Rights must be used to subscribe for Offer Shares before the

expiry of the Subscription Period on 19 March 2026 at 16:30 hours (CET).

Subscription Rights that are not used to subscribe for Offer Shares before

16:30 hours (CET) on 19 March 2026 will have no value and will lapse without

compensation to the holder. The Subscription Rights will not be listed on

Euronext Expand or any other regulated market or trading venue.

Completion of the Subsequent Offering is subject to: (i) all necessary

corporate resolutions for consummating the Subsequent Offering, including the

share capital increase pertaining to the Subsequent Offering having been

validly passed, (ii) valid subscription of the Offer Shares and the allocated

Offer Shares having been fully paid, and (iii) registration of the share

capital increase in the Norwegian Register of Business Enterprises (jointly,

the "Subsequent Offering Conditions"). The Subsequent Offering will be

cancelled if the Subsequent Offering Conditions are not fulfilled and may be

cancelled by the Company at its sole discretion for any other reason

whatsoever prior to such time when the share capital increase relating to the

Subsequent Offering has been registered with the Norwegian Register of

Business Enterprises.

Listing of the Offer Shares may require that the Company prepares and

publishes a prospectus to be approved by the Norwegian Financial Supervisory

Authority (the "Prospectus"), which is currently expected to be published at

the end of April 2026. The Offer Shares will be delivered as listed shares of

the Company (i.e. with ISIN NO 0013735894) to the extent exemptions from the

requirement to publish a prospectus in connection with listing of shares is

available. If all of the Offer Shares are subscribed for, the Offer Shares

will initially be delivered on a separate non-tradable ISIN awaiting

publication of the Prospectus.

An invitation letter (the "Invitation Letter") will be prepared in connection

with the Subsequent Offering, which sets out the terms and conditions for the

Subsequent Offering and includes a description of certain risk factors

pertaining to the Company, its shares and the Subsequent Offering.

The Invitation Letter will be made available prior to the start of the

Subscription Period.

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for shares. Copies of this announcement may not be sent

to jurisdictions, or distributed in or sent from jurisdictions, in which this

is barred or prohibited by law. The information contained herein shall not

constitute an offer to sell or the solicitation of an offer to buy, in any

jurisdiction in which such offer or solicitation would be unlawful absent

registration, or an exemption from registration or qualification under the

securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or

indirectly, Australia, Canada, Japan, Hong Kong or the United States or any

other jurisdiction in which such release, publication or distribution would be

unlawful, and it does not constitute an offer or invitation to subscribe for

or purchase any securities in such countries or in any other jurisdiction. In

particular, the document and the information contained herein should not be

distributed or otherwise transmitted into the United States or to publications

with a general circulation in the United States of America.

This announcement is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the

"Securities Act"). The Company does not intend to register any part of the

offering in the United States or to conduct a public offering in the United

States of the shares to which this document relates. 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 of the Company.

This announcement and any materials distributed in connection with this

announcement may contain certain forward-looking statements. By their nature,

forward-looking statements involve risk and uncertainty because they reflect

current expectations and assumptions as to future events and circumstances

that may not prove accurate. A number of material factors could cause actual

results and developments to differ materially from those expressed or implied

by these forward-looking statements.

The Company expressly disclaims any obligation or undertaking to update,

review or revise any statement contained in this announcement whether as a

result of new information, future developments or otherwise.

Contacts

Kristian Flaten

CEO & CFO

Aqua Bio Technology ASA

Phone: +47 9509 2322

Email: [email protected]

About Us

Aqua Bio Technology ASA (ABTEC) is a technology and distribution group in

skincare and nonfood. The group has distribution towards B2C and B2B, and

offers freight, customs, and logistics services. The group also develops

sustainable biotechnology for use in skincare products. Aqua Bio Technology is

listed on Euronext Expand Oslo.

This notice is published by Kristian Flaten on the listed date and time.

This information has been submitted pursuant to the Securities Trading Act §

5-12 and MAR. The information was submitted for publication, through the

agency of the contact persons set out above, at 2026-03-11 07:30 CET.