SoftOx Solutions AS — Capital/Financing Update 2025

Mar 24, 2025

SoftOx Solutions AS: Contemplated Private Placement

SoftOx Solutions AS: Contemplated Private Placement

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Softox Solutions AS (the "Company") is pleased to announce that it has entered into an agreement with investors today concerning a contemplated private placement in the Company (the Private Placement"). The Private Placement comprises the issuance of 258 699 998 new shares at a subscription price of NOK 0,035 per new share (the "Offer Price") with gross proceeds of approximately NOK 9 054 500.

The net proceeds from the Private Placement will be used to meet the Company's short-term working capital requirements, thereby supporting the Company's operational activities and strategic objectives. This is another important step in the refocusing process of the Company initiated in 2024 and will strengthen the Company significantly in its forthcoming efforts to secure funding to carry through the contemplated clinical trials in the VAP indication.

The Private Placement is subject to approval from the board of directors. A board meeting for this purpose is scheduled to be held tomorrow, Tuesday 25th March 2025. The board of directors will also consider a proposal to increase the share capital through conversion of accrued, but not paid, remuneration of NOK 1 066 207 to existing and former board members and a remaining debt item to two suppliers by issuance of 30 463 054 new shares in the Company at a subscription price equal to the Offer Price.

The Private Placement and the debt conversion will be resolved pursuant to the authorization granted to the board of directors by the extraordinary general meeting held on 31 July 2024.

The Company will have a share capital of NOK 44 808 339,88 divided by 2 240 416 994 shares each with a nominal value of NOK 0,02 following the contemplated Private Placement and the debt conversion.

Deviation from shareholders' preferential rights

The Company has considered the contemplated Private Placement (and the debt conversion) in light of the equal treatment principles under the Norwegian Securities Trading Act and Oslo Børs' Oslo Rule Book II – Membership and Trading Rules and Oslo Børs' Circular no. 2/2014, and is of the opinion that the waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion in order to secure funding of the Company. Further, the Private Placement was launched after a market sounding process with several investors (including both new investors and existing shareholders) to reduce the transaction risk and the transaction secures a market-based subscription (i.e 9,1% premium over the 7 days WWAP prior to March 21st 2025). In addition, the Private Placement is limited and the shareholders will be given the opportunity to participate in a later financing round. Taking into consideration the time, costs, and expected terms of alternative methods of securing the necessary funding, as well as the contemplated later financing, the Company has concluded that completion of the Private Placement, including the waiver of the preferential rights inherent to the Private Placement, is in the common interest of the shareholders of the Company.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.