Nanologica resolves on a partially guaranteed rights issue of units of appx. SEK 110.5 million

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, 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 DISTRIBUTION REQUIRES A PROSPECTUS, REGISTRATION OR OTHER MEASURES OTHER THAN THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRAVENES APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH MEASURE. SEE THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Nanologica resolves on a partially guaranteed rights issue of units of appx. SEK 110.5 million with an oversubscription option of an additional SEK 10 million

The Board of Directors of Nanologica AB (publ) (“Nanologica” or the “Company”) has today, based on the authorization granted by the Annual General Meeting on 21 May 2026, resolved on a new issue of units of appx. SEK 110.5 million with preferential rights for the Company’s existing shareholders (the “Rights Issue”). In the event that the Rights Issue is oversubscribed, the Board of Directors intends to exercise an oversubscription option of up to SEK 10 million (the “Oversubscription Option”). The Rights Issue is subject to subscription commitments, guarantee commitments and a guarantee intention of appx. SEK 85.7 million in total, which corresponds to appx. 77.6 percent of the Rights Issue. Subscription commitments have been made by, among others, the Company’s principal owner Flerie Invest AB (“Flerie”) of SEK 20.0 million and Ardena Gent NV (“Ardena”) of appx. SEK 7.2 million. Top guarantee commitments of appx. SEK 41.0 million in total have been entered into by the Chairman of the Board Thomas Eldered (via T&M Participation AB), Ardena and the Company’s partner Sterling Pharma Solutions. In addition, Bergs Securities AB (“Bergs Securities”) has entered into a letter of intent to provide a bottom guarantee commitment of appx. SEK 17.0 million before the end of the subscription period, corresponding to appx. 15.4 percent of the Rights Issue (the “Guarantee Intention”). Due to the Guarantee Intention, Bergs Securities has entered into sub-guarantee agreements with a consortium of investors corresponding to the entire Guarantee Intention. The Rights Issue is a central part of the Company’s announced strategy shift to accelerate commercial growth with an increased focus on North America and Europe, in connection with the management change where Mark Quick takes over as the new CEO of the Group and Andreas Bhagwani transitions to the role of General Manager of Nanologica’s purification and separation business, which was announced through a separate press release earlier today.

Summary

• Subscription price: SEK 1.68 per unit. Each unit consists of ten (10) new shares (corresponding to a subscription price of SEK 0.168 per share).
• Issue volume: The Rights Issue comprises a maximum of 65,753,968 units (corresponding to a maximum of 657,539,680 new shares) and provides the Company with up to appx. SEK 110.5 million before transaction costs.
• Oversubscription Option: In the event that the Rights Issue is oversubscribed, the Board of Directors intends to exercise the Oversubscription Option of a maximum of appx. SEK 10 million (corresponding to a maximum of 5,952,381 units / 59,523,810 new shares) through a directed issue of units at the subscription price applied in the Rights Issue. Allotment in the Oversubscription Option is made at discretion by the Board of Directors.
• Authorization: The resolution has been made by the Board of Directors based on the authorization granted by the Annual General Meeting on May 21, 2026.
• Preferential rights: Those who are registered as shareholders in Nanologica on the record date receive one (1) unit right for each share held. Five (5) unit rights entitle to subscription of one (1) unit.
• Securing ratio: The Rights Issue is covered by subscription commitments of appx. SEK 27.7 million (appx. 25.1 percent) and top guarantees of appx. SEK 41.0 million (appx. 37.1 percent), of which part of the top guarantees are fulfilled by set-off. In addition, Bergs Securities has entered into the Guarantee Intention of appx. SEK 17.0 million (appx. 15.4 percent). Bergs Securities has entered into sub-guarantee agreements with an investor consortium corresponding to the entire intended bottom guarantee commitment. In total, subscription commitments, guarantee commitments and the Guarantee Intention thus amount to appx. SEK 85.7 million, corresponding to appx. 77.6 percent of the Rights Issue.
• Guarantee compensation: Guarantee compensation is paid at the rate of 14 per cent in the form of newly issued units for top guarantee commitments from Thomas Eldered (via T&M Participation AB) and Ardena. Upon completion of the Guarantee Intention, guarantee compensation will be paid to Bergs Securities of 10 per cent of the guaranteed amount in cash or, at Bergs Securities’ option, 14 per cent of the guaranteed amount in the form of newly issued units. Sterling’s set-off commitment in the top guarantee is free of charge.
• Information document (Appendix IX): An information document prepared in accordance with Annex IX to the Prospectus Regulation (EU) 2017/1129 is expected to be published in connection with the beginning of the subscription period.
• Subscription period: The subscription period is expected to run from 3 November 2026 up to and including 17 November 2026.
• Agreement with Sterling: The Company has entered into an agreement with its partner Sterling that part of Sterling’s supplier receivables from the Company relating to completed and planned manufacturing campaigns shall be settled by set-off against new shares in the Company in connection with the Rights Issue. Sterling has undertaken, within the framework of a gratuitous top guarantee commitment, to subscribe for units corresponding to appx. GBP 1.05 million (appx. SEK 13.9 million based on the Riksbank’s GBP/SEK exchange rate on 21 October 2026) and payment will be made by set-off of the corresponding claim on the Company.
• Management changes: In connection with the strategic shift, the Board of Directors has appointed Mark Quick as the new CEO of the Group, while current CEO Andreas Bhagwani will transition to become General Manager of Nanologica’s purification and separation business, which was announced in a separate press release earlier today. As previously announced, Axel Elner will also take over as the new CFO in mid-November.

Background and rationale

The capital raise is a central part of Nanologica’s announced strategy shift to accelerate commercial growth and strengthen the Company’s path towards profitability. As announced in a separate press release earlier today, the Company’s Board of Directors has conducted a review of the strategy. The review has resulted in an increased commercial focus on North America and Europe, where the profitability potential is considered to be higher, while the offering is broadened. In connection with this, the Board of Directors has implemented changes in the management team and appointed Mark Quick as the new CEO of the Group. Mark Quick brings extensive experience from commercialization, international expansion and CDMO operations from leading roles in areas such as Recipharm and Flerie. Current CEO Andreas Bhagwani will continue within the Group as General Manager of Nanologica’s purification and separation operations to drive commercial growth with full focus. In addition, Axel Elner will join as the new Group CFO in mid-November. With a stabilized large-scale production of the silica media product NLAB Saga®, a strengthened organization and an established platform within Syntagon, the focus is now shifting to intensive market processing and large-scale deliveries to global pharmaceutical companies.

Agreement with Sterling Pharma Solutions

Nanologica and its partners and producer of NLAB Saga®, Sterling Pharma Solutions Limited and Sterling Pharma Ringaskiddy Limited (collectively “Sterling“), have agreed that part of Sterling’s outstanding supplier receivables from the Company relating to completed and planned manufacturing campaigns shall be settled by set-off against new shares in the Company in connection with the Rights Issue. Sterling has undertaken to subscribe for units in the Company for appx. GBP 1.05 million (corresponding to appx. SEK 13.9 million based on the Riksbank’s GBP/SEK exchange rate on 21 October 2026) in the Rights Issue in the form of a top guarantee free of charge and payment for subscribed units shall be made by set-off of receivables amounting to the corresponding amount. The amount in SEK is determined based on the exchange rate prior to any use and may therefore deviate from the above amount. Furthermore, part of the cash issue proceeds will be used to settle Sterling’s accounts payable to the Company.

The shares allotted to Sterling in accordance with the above are subject to a lock-up undertaking for a period of nine (9) months from the date on which the shares are registered in Sterling’s VP account.

Use of the proceeds

The net proceeds from the Rights Issue are intended to be used for the following purposes:

• Commercial scale-up and market processing: Accelerating growth with a focus on intensifying market penetration of major pharmaceutical manufacturers in North America and Europe to secure commercial volume orders and drive growth in Syntagon.
• Production capacity and delivery reliability: Ensuring the necessary silica volumes to meet customer demand under commercial agreements.
• Working capital and financial room for maneuver: Strengthening the Company’s financial flexibility to navigate extended sales cycles and accelerate the path to profitability.

The Board of Directors assesses that the net proceeds from the Rights Issue are sufficient to finance the Company until the Company achieves positive cash flow.

The transaction costs for the Rights Issue are estimated to amount to appx. SEK 5.2 million in the event that Bergs Securities chooses cash guarantee compensation in full.

Oversubscription option

In the event that the Rights Issue is oversubscribed, the Board of Directors intends to exercise an oversubscription option of a maximum of 5,952,381 units (corresponding to a maximum of 59,523,810 new shares) for a total amount of not more than appx. SEK 10 million (the “Oversubscription Option“). Units in the Oversubscription Option shall be issued at the same subscription price as in the Rights Issue (SEK 1.68 per unit). The purpose of the Oversubscription Option is to be able to meet demand from investors in the event of great interest and provide the Company with additional capital to accelerate the Company’s commercial investments and growth initiatives. Allotment in the Oversubscription Option is made at discretion by the Board of Directors.

Subscription commitments, guarantee commitments and Guarantee Intention

The Rights Issue is subject to subscription commitments and guarantee commitments of appx. SEK 68.7 million, which corresponds to appx. 62.2 percent of the Rights Issue. In addition, Bergs Securities has entered into the Guarantee Intention of appx. SEK 17.0 million, which corresponds to appx. 15.4 percent of the Rights Issue.

Subscription commitments have been made for a total of appx. SEK 27.7 million (corresponding to appx. 25.1 percent of the Rights Issue). The Company’s principal owner Flerie has undertaken to subscribe for units for SEK 20.0 million, Ardena has undertaken to subscribe for units for appx. SEK 7.2 million, and certain existing shareholders have provided subscription commitments corresponding to their respective pro rata shares. In addition, Bergs Securities has entered into the Guarantee Intention of appx. SEK 17.0 million, corresponding to appx. 15.4 percent of the Rights Issue. The Guarantee Intention is a declaration of intent and not a binding guarantee commitment. In order for the Guarantee Intention to constitute a binding guarantee commitment, Bergs Securities must notify the Company before the end of the subscription period that it intends to complete the Guarantee Intention. In support of the Guarantee Intention, Bergs Securities has entered into sub-guarantee agreements, corresponding to the entire intended bottom guarantee commitment, with a number of investors for a predetermined remuneration. Bergs Securities has the right, under certain conditions, to terminate the Guarantee Intention (even after a binding guarantee commitment has arisen), for example in the event of material adverse events.

The subscription commitments and the Guarantee Intention regarding the bottom guarantee commitment together amount to appx. SEK 44.7 million, which corresponds to appx. 40.5 percent of the Rights Issue. In addition, the Rights Issue is covered by top guarantee commitments of appx. SEK 41.0 million in total (corresponding to appx. 37.1 percent of the Rights Issue), of which appx. SEK 13.9 million consists of a set-off commitment free of charge from the partner Sterling. Other top guarantee commitments have been entered into with Thomas Eldered (via T&M Participation AB) amounting to SEK 25.0 million and Ardena amounting to appx. SEK 2.1 million.

Guarantee fee

For guarantee commitments entered into by Thomas Eldered (via T&M Participation AB) and Ardena, a guarantee fee of 14 percent of the guaranteed amount will be paid in the form of newly issued units in the Company. Upon completion of the Guarantee Intention, a guarantee fee of 10 percent of the guaranteed amount will be paid to Bergs Securities in cash or, at Bergs Securities’ option, 14 percent of the guaranteed amount in the form of newly issued units in the Company. The subscription price upon issuance of guarantee compensation in the form of units shall correspond to the subscription price in the Rights Issue (SEK 1.68 per unit, corresponding to SEK 0.168 per share).

The guarantee compensation to related parties (including Thomas Eldered / T&M Participation AB) constitutes a material related party transaction pursuant to Chapter 16 a of the Swedish Companies Act and requires the approval of the General Meeting. Furthermore, the issuance of guarantee compensation in the form of shares/units to Thomas Eldered / T&M Participation AB requires the approval of the General Meeting in accordance with the so-called LEO Act (Chapter 16 of the Swedish Companies Act). The Board of Directors intends to convene an Extraordinary General Meeting scheduled to be held in November to resolve on the approval of significant related party transactions in accordance with Chapter 16 a of the Swedish Companies Act and on the payment of guarantee compensation in the form of shares/units to related parties in accordance with Chapter 16. of the Swedish Companies Act. If the required majority for the issuance of guarantee compensation in the form of shares/units is not reached, Thomas Eldered / T&M Participation AB will receive cash guarantee compensation corresponding to 10 percent of the guaranteed amount.

Neither the subscription commitments, the guarantee commitments nor the Guarantee Intention are secured by bank guarantees, blocked funds, mortgages or similar arrangements. Further information about the parties that have entered into subscription commitments and guarantee commitments will be published in the Information Document prepared prior to the Rights Issue.

Information document

No prospectus in accordance with Article 3 of the Prospectus Regulation will be prepared. Complete terms and conditions for the Rights Issue as well as other information about the Company will be set out in the Information Document prepared in accordance with Annex IX to the Prospectus Regulation (EU) 2017/1129. The Information Document will be made available on the Company’s website (www.nanologica.com) before the subscription period begins.

Shares and dilution

Through the Rights Issue, the number of shares in the Company will increase by a maximum of 657,539,680 shares (divided into a maximum of 65,753,968 units), from 328,769,842 shares to a maximum of 986,309,522 shares at full subscription. In the event that the Oversubscription Option is exercised in full, the number of shares will increase by an additional maximum of 59,523,810 shares (divided into a maximum of 5,952,381 units). Upon full subscription in the Rights Issue, a maximum dilution effect of appx. 66.7 percent of the capital and votes will arise, and upon full exercise of the Oversubscription Option also there will be a total dilution effect of appx. 68.6 percent. In the event that all guarantors who are entitled to or elect guarantee compensation in the form of new units receive their remuneration in shares, a maximum of appx. 36,740,820 additional shares (divided into appx. 3,674,082 units) may be issued. This implies a maximum total dilution effect of appx. 69.6 percent taking into account the Rights Issue, the Oversubscription Option and the maximum issuance of replacement shares to guarantors.

 Indicative timetable

Advisors

Nanologica has engaged Redeye AB, Bergs Securities AB and Navia Corporate Finance AB as Joint Bookrunners, as well as Advokatfirman Lindahl KB as legal advisor in connection with the Rights Issue. Bergs Securities AB is also acting as issuing agent in connection with the Rights Issue.

For more information, please contact:

Johanna Westerberg, Director IR, Communications and Marketing
Phone: +46 72 211 21 90 or e-mail: ir@nanologica.com

This information is information that Nanologica AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 23 October 2026 08:06 CET.

About Nanologica AB (publ)

Nanologica is a Swedish life science group that offers advanced solutions for the development, manufacture and purification of pharmaceuticals. By combining expertise in materials science, nanotechnology and chemical process development with contract development and manufacturing services, Nanologica supports the value chain from early development to commercial production of pharmaceuticals. The Group has particular strength in complex molecules and peptide-based drugs. The Group has appx. 70 employees and is headquartered in Södertälje, Sweden. Nanologica’s share (ticker: NICA) has been listed on Nasdaq Stockholm’s main market since 2022. For more information, please visit www.nanologica.com.

Important information

The publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and comply with 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 sell or a solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful. In a member state of the European Economic Area (“EEA”), securities referred to in this press release may only be offered in accordance with applicable exemptions in the Prospectus Regulation.

This press release does not constitute an offer or solicitation of any offer to buy or subscribe for any securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offer of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such announcement, publication or distribution of this information would be in violation of applicable rules or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

This press release is not a prospectus within the meaning of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue. In each member state of the EEA, this press release is only directed at “qualified investors” in that member state as defined in the Prospectus Regulation. This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares/units. An investment decision to acquire or subscribe for units in the Rights Issue may only be made based on publicly available information.

This press release contains forward-looking statements that relate to the Company’s intentions, judgments or expectations regarding the Company’s future results, financial condition, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as “believes”, “estimates”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assumes”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. Forward-looking statements should not be considered to be forecasts. The forward-looking statements in this press release are based on various assumptions, several of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are accurate and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise with respect to the content of this press release, unless required by law or applicable stock exchange rules.

2026-10-23 Nanologica Resolves on a Partially Guaranteed Right Issue of Units of appx. SEK 110.5 Million