20 May 2025 09:45

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, 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 ANY OTHER JURISDICTION WHERE SUCH DISCLOSURE, PUBLICATION OR DISTRIBUTION WOULD BE IN CONFLICT WITH APPLICABLE REGULATIONS OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN CELL IMPACT AB (PUBL). SEE ALSO THE SECTION “IMPORTANT INFORMATION” BELOW.

Cell Impact AB (publ) (the “Company” or “Cell Impact”) announces today that the Board of Directors has resolved, subject to approval by the general meeting, on a rights issue of shares of up to approximately SEK 62.7 million with preferential rights for Cell Impact’s shareholders (the “Rights Issue”). The Board of Directors and senior management have entered into subscription commitments totaling approximately SEK 1.1 million, corresponding to approximately 1.8 percent of the Rights Issue. In addition, the Company has received guarantee commitments from a consortium of external investors totaling SEK 36.5 million, corresponding to approximately 58.2 percent of the Rights Issue. Consequently, the Rights Issue is covered to approximately 60 percent by subscription and guarantee commitments. To secure financing needs until the completion of the Rights Issue, the Company has entered into a bridge loan agreement of SEK 11.25 million on market terms. Notice of the Extraordinary General Meeting on 19 June 2025 for approval of the Rights Issue will be published in a separate press release.

Summary of the Rights Issue

• All shareholders will receive one (1) subscription right for each (1) share held on the record date of 24 June 2025. Two (2) subscription rights entitle the holder to subscribe for nine (9) new shares.
• The subscription price is SEK 0.02 per share.
• The last day of trading in Cell Impact’s share including the right to participate in the Rights Issue with preferential rights is 19 June 2025.
• The subscription period for the Rights Issue will run from 26 June to 10 July 2025.
• Trading in subscription rights is expected to take place on Nasdaq First North Growth Market (“First North”) during the period 26 June – 7 July 2025.
• The Rights Issue is secured to approximately 60 percent through subscription and guarantee commitments.
• The Board’s resolution on the Rights Issue is subject to approval by the Extraordinary General Meeting scheduled for 19 June 2025.

"We have a validated high-volume technology, increasing customer interest, and a clear path to commercialization. The rights issue provides the working capital required to bridge the remaining period before order volumes are expected to grow in the second half of 2025. Given the business outlook we now foresee, combined with our internal assessments, that we are well positioned to continue operations without further external financing", says Daniel Vallin, CEO of Cell Impact.

Background and reasons
Cell Impact is a global supplier of advanced metal flow plates and production technology for the hydrogen fuel cell and electrolyzer market. By utilizing a scalable proprietary technology – Cell Impact Forming™ – the Company can efficiently produce high-quality flow plates in large volumes. Cell Impact’s forming technology is significantly more compact, more cost-efficient, and more environmentally friendly than conventional methods.

Cell Impact has now completed Phase 1 – a stage focused on converting existing demand into business and building foundational capacity, including the establishment of a larger factory and new production equipment. The Company is now in Phase 2, during which its high-volume production technology was validated in 2024, and the goal of increasing automation and efficiency in processes to significantly reduce production costs and secure the capacity to handle growing volumes has been achieved. With verified high-volume production equipment, Cell Impact offers a uniquely cost-effective solution that meets future requirements for both quality and price.

Despite a continued challenging market with low customer activity and postponed order flows, Cell Impact has strengthened its position by broadening its customer base, reducing dependency on individual customers, and retaining key expertise within the organization. Delayed orders are expected to begin materializing in the second half of 2025, creating the conditions for strong revenue growth. With a combination of technological maturity, increased capacity, established customer relationships, and validated high-volume solutions, the Company has secured a strong position in the industry and has become a prioritized partner for several global vehicle manufacturers.

To ensure continued financing of the business plan and enable the next stage of the Company’s development – including continued commercialization and industrial scaling – Cell Impact’s Board of Directors has resolved to carry out a rights issue of approximately SEK 62.7 million. The purpose of the Rights Issue is to secure the Company’s working capital needs during the period leading up to the realization of delayed customer orders expected in the second half of 2025, enabling a stable transition into the planned growth phase.

Use of proceeds
The net proceeds of approximately SEK 52.5 million, after deduction of issue-related costs of approximately SEK 10.2 million, are intended to finance the following activities, listed in order of priority:

• Working capital to enable the transition to high-volume production and secure profitability            Approx. 78.6%
• Repayment of bridge loan                                                                                                                 Approx. 21.4%

The Rights Issue
Today, on 20 May 2025, the Board of Directors of Cell Impact resolved, subject to approval by the Extraordinary General Meeting, to carry out the Rights Issue. The subscription price in the Rights Issue will be SEK 0.02 per share.

The record date for participation in the Rights Issue with preferential rights is 24 June 2025, and the subscription period will run from 26 June to 10 July 2025. The last day of trading in the Cell Impact share including the right to participate in the Rights Issue with preferential rights is 19 June 2025. Shareholders who are registered as shareholders in the Company on the record date, 24 June 2025, will have preferential rights to subscribe for shares in proportion to their shareholding on the record date. Shareholders will receive one (1) subscription right for each (1) share held. Two (2) subscription rights entitle the holder to subscribe for nine (9) new shares. In addition, investors will be offered the opportunity to subscribe for shares without exercising subscription rights. If fully subscribed, the Rights Issue will provide the Company with approximately SEK 62.7 million before deduction of issue costs.

Provided that the general meeting approves the Board of Directors’ resolution, the number of shares may increase to a maximum of 3,829,491,204 through the issuance of 3,133,220,076 new shares. The share capital is not expected to increase as a result of the Rights Issue, as the Board simultaneously proposes that the general meeting resolves on a reduction of the share capital for allocation to unrestricted equity, with the aim of achieving a quota value of SEK 0.02 per share in the Company.

Allotment
In the event that not all shares are subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed for without subscription rights, whereby allocation shall be made as follows:

1. primarily to those who also subscribed for shares with subscription rights, pro rata in relation to the number of subscription rights each has exercised; 

2. secondarily to others who have expressed an interest in subscribing for shares without subscription rights, pro rata in relation to their expressed interest; and 

3. thirdly to those who have provided guarantee undertakings in the Rights Issue, pro rata in relation to the size of such undertakings. 

To the extent that allotment in accordance with the above cannot be made pro rata, allotment shall be determined by drawing of lots.

Dilution
Shareholders who choose not to participate in the Rights Issue will have their ownership interest diluted by approximately 81.8 percent upon full subscription in the Rights Issue (excluding compensation to guarantors), based on the total number of shares in Cell Impact after the Rights Issue. However, shareholders have the opportunity to financially compensate for this dilution effect by selling the subscription rights they receive.

Subscription and guarantee commitments
The Company has received subscription commitments from the Board of Directors and senior management amounting to approximately SEK 1.1 million, corresponding to approximately 1.8 percent of the Rights Issue. In addition, the Company has received guarantee commitments from several external investors amounting to SEK 36.5 million, corresponding to approximately 58.2 percent of the Rights Issue. In total, the Rights Issue is thus secured to approximately 60 percent through subscription and guarantee commitments.

As compensation for the guarantee commitments, guarantors are entitled to either fifteen (15) percent of the guaranteed amount in cash or eighteen (18) percent of the guaranteed amount in the form of newly issued shares in the Company. Further compensation will be paid in the form of newly issued warrants, whereby the guarantors are entitled to a number of warrants corresponding to 15 percent of the maximum number of shares in the Rights Issue that they have committed to subscribe for under the guarantee agreement. The subscription price for shares that may be issued to guarantors as compensation will correspond to the subscription price per share in the Rights Issue, which the Board of Directors considers to be on market terms. Each warrant entitles the holder to subscribe for one share in the Company at a subscription price of SEK 0.03 during the period from 24 July 2026 to 7 August 2026.

No compensation will be paid for subscription commitments. The subscription and guarantee commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements. Further details about the parties who have entered into subscription and guarantee commitments will be included in the Information Document (as defined below).

Bridge loan
To cover the Company’s working capital needs during the period leading up to the execution of the Rights Issue, a group of investors—who have also provided guarantee commitments—have granted a short-term loan of SEK 11.25 million (the “Bridge Loan”). The Company intends to repay the Bridge Loan in connection with the completion of the Rights Issue. Compensation for the Bridge Loan includes an arrangement fee of 5 percent and a monthly interest rate of 2 percent. The terms of the Bridge Loan were negotiated by the Company’s Board of Directors in consultation with the Company’s financial advisor, on an arm’s-length basis with the lending consortium. The Board considers the terms to be market-based and favorable to the Company given its financial position.

Information document
In connection with the Rights Issue, the Company is preparing an information document (the “Information Document”) in accordance with Article 1.4 (db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”). The Information Document is being prepared in accordance with Annex IX of the Prospectus Regulation.

Additional information about the Rights Issue and about the Company will be provided in the Information Document, which is expected to be published on the Company’s website around 25 June 2025.

Preliminary timetable for the Rights Issue (all dates refer to the year 2025)

Advisers
Stockholm Corporate Finance AB is acting as financial advisor and Wåhlin Advokater AB as legal advisor to Cell Impact in connection with the Rights Issue. Aqurat Fondkommission AB is serving as issuing agent in connection with the Rights Issue.

This information is such information that Cell Impact AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted, through the agency of the contact person below, for publication on 20 May 2025 at 09:45 CEST.

For more information, please contact:
Daniel Vallin
CEO and IR contact, Cell Impact AB (publ)
+46730686620 or daniel.vallin@cellimpact.com

Please visit the Company’s website: www.cellimpact.com

About Cell Impact
Cell Impact AB (publ) is a global supplier of advanced flow plates to fuel cell and electrolyzer manufacturers. The company has developed and patented a unique method for high velocity forming, Cell Impact Forming™ which is significantly more scalable and cost-efficient compared to conventional forming methods. Cell Impact Forming is an environmentally friendly forming technology that consumes no water and very little electrical power. The Cell Impact share is listed on Nasdaq First North Growth Market and FNCA Sweden AB is the company’s Certified Advisor (CA).

About Stockholm Corporate Finance
Stockholm Corporate Finance AB is an independent, privately owned financial advisor offering services in qualified advisory related to capital raising, ownership changes, acquisitions, mergers, divestments (M&A), and flexible debt solutions (Private Debt) for publicly listed and private companies and their owners. Stockholm Corporate Finance is a securities company under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) and a member of the industry organization SwedSec Licensiering AB. www.stockholmcorp.se

Important information
The publication, disclosure, or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. Persons in jurisdictions where this press release has been disclosed or distributed should inform themselves of and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable rules in their respective jurisdictions. This press release does not constitute an offer to acquire or subscribe for any securities in Cell Impact in any jurisdiction, neither from Cell Impact nor from any other party.

This press release 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 the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed in Annex IX of the Prospectus Regulation.

This press release does not identify or purport to identify any risks (direct or indirect) associated with an investment in the Company. The information in this press release is provided solely to describe the background to the Rights Issue and does not purport to be complete or exhaustive. No assurances are given regarding the accuracy or completeness of the information in this press release.

This press release does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration or an exemption from registration under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States without such registration, an exemption therefrom, 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 disclosed, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such disclosure, publication, or distribution would be contrary to applicable regulations or subject to legal restrictions or require additional registration or actions other than those required under Swedish law. Any action in violation of these restrictions may constitute a breach of applicable securities laws.

The Company assesses that Cell Impact conducts operations deemed to be comprised by the Act (2023:560) on the Screening of Foreign Direct Investments (the “FDI Act”). In accordance with the FDI Act, the Company must inform potential investors that its operations fall within the scope of this regulation and that an investment may be subject to a filing obligation. If an investment is subject to such an obligation, it must be notified to the Swedish Inspectorate of Strategic Products (Inspektionen för strategiska produkter, “ISP”) prior to its completion. An investment in the Rights Issue may be subject to notification if: (i) the investor, anyone within its ownership structure, or any party on whose behalf the investor is acting, after the investment would directly or indirectly control voting rights corresponding to or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the votes in the Company (including voting rights held directly or indirectly by affiliated parties); or (ii) the investor, anyone within its ownership structure, or any party on whose behalf the investor is acting, through the investment would gain direct or indirect influence over the management of the Company. However, the notification requirement under item (i) above does not apply to acquisitions of shares made on a pro rata basis in relation to the number of shares the investor already holds. Each shareholder is advised to consult an independent legal advisor regarding the potential applicability of the FDI Act in relation to the Rights Issue and their individual circumstances.

Forward-Looking Statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations and objectives regarding the Company’s future operations, financial condition, liquidity, results of operations, prospects, expected growth, strategies and opportunities, and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as ‘believe’, ‘expect’, ‘anticipate’, ‘intend’, ‘may’, ‘plan’, ‘estimate’, ‘shall’, ‘should’, ‘could’, ‘aim’ or ‘might’, or, in each case, their negative or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are in turn based on additional assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Since these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed or implied in the forward-looking statements as a result of many factors. Such risks, uncertainties, unforeseen events, and other important factors could cause actual events to differ materially from the expectations expressed or implied in the forward-looking statements contained in this press release. The Company makes no representations that the assumptions underlying the forward-looking statements in this press release are free from error and accepts no responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. The information, opinions, and forward-looking statements contained in this press release speak only as of its date and are subject to change without notice. The Company undertakes no obligation to review, update, confirm, or publicly release any revisions to forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.

Information to distributors
Solely for the purposes of the product governance requirements contained in:(a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract, or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, which has determined that such securities are: (i) suitable for target markets of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) eligible for distribution through all distribution channels permitted by MiFID II (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company’s shares may decline, investors could lose all or part of their investment, the Company’s shares offer no guaranteed income or capital protection, and an investment in the Company’s shares is only suitable for investors who do not need a guaranteed return or capital protection and who (either alone or with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and have the financial resources to bear the losses such investment may entail.

The Target Market Assessment does not affect any contractual, legal, or regulatory sales restrictions in relation to the Rights Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company’s shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company’s shares and determining appropriate distribution channels.