25 June 2025 10:00

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”) today publishes an information document in connection with the new share issue with preferential rights for the Company’s shareholders, as resolved by the Board of Directors on 20 May 2025 and approved by the extraordinary general meeting on 19 June 2025 (the “Rights Issue”). The information document has been registered with the Swedish Financial Supervisory Authority and is available on the Company’s website.

Information document

In connection with the Rights Issue, the Company has prepared an information document in accordance with Article 1.4 (db) and Annex IX 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.
 

Cell Impact announces today that the information document has been registered with the Swedish Financial Supervisory Authority (Finansinspektionen) and is available on the Company's website www.cellimpact.com.

Summary of the Rights Issue 

• Shareholders in Cell Impact received one (1) subscription right for each 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.
• Trading in subscription rights will take place on Nasdaq First North Growth Market (“First North”) during the period 26 June – 7 July 2025.
• The subscription period for the Rights Issue runs from 26 June to 10 July 2025.

The Rights Issue is covered to approximately 60 percent by subscription and guarantee commitments. If fully subscribed, the Company will receive approximately SEK 62.7 million before deduction of issue costs. 

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.

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. 

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.

For more information, please contact:
Daniel Vallin
CEO and IR contact, Cell Impact AB (publ)
+46 73 068 66 20 or daniel.vallin@cellimpact.com

About Cell Impact
Cell Impact AB (publ) is a global supplier of advanced flow plates to manufacturers of fuel cells and electrolyzers. The Company has developed and patented a unique high-velocity forming method, Cell Impact Forming™, which enables the scalable and cost-efficient production of flow plates compared to conventional forming methods. Cell Impact Forming is an environmentally friendly technology that uses no water and very little electricity. Cell Impact is listed on Nasdaq First North Growth Market, and FNCA Sweden AB is the Company’s Certified Adviser (CA).

For more information, please visit the Company’s website: www.cellimpact.com