NEXT Biometrics Group ASA – Announcement of a contemplated rights issue
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Oslo, 11 March 2026: Reference is made to the stock exchange announcement published earlier today, whereby NEXT Biometrics Group ASA (OSE: NEXT) ("NEXT" or the "Company") published its Q4 2025 report.
The Company will carry out a partially underwritten rights issue of new shares with preferential subscription rights (the "Subscription Rights") for the Company's existing shareholders to raise gross proceeds of up to NOK 50 million (the "Rights Issue"). NOK 41 million of the total subscription amount in the Rights Issue is contemplated to be underwritten by a consortium of underwriters comprising of certain existing shareholders in the Company and external investors (the "Underwriters"). The Company will pay a underwriting commission to the Underwriters.
The subscription price in the Rights Issue is expected to be NOK 0.10 per new share, however such that the subscription price shall be adjusted following a planned reverse share split (the "Reverse Share Split"). It is also contemplated that the nominal value of the Company's shares will be reduced following the Reverse Share Split (the "Share Capital Reduction"). The Reverse Share Split and the Share Capital Reduction are expected to be resolved by the extraordinary general meeting to be held on or about 7 April 2026 (the "EGM").
The net proceeds from the Rights Issue will be used for repayment of the Bridge Loans (as defined below), and is expected to finance the Company's business plan into 2027.
Further, and in connection with the Rights Issue, the Company is contemplating to raise bridge loans of a total amount of up to NOK 25 million to cover immediate short-term liquidity needs, primarily related to working capital needs for recently received orders (the sensors need to be produced) (the "Bridge Loans"). The Bridge Loans is expected to be repaid with proceeds from the Rights Issue.
In addition, it is contemplated that the outstanding amount under the shareholder loan agreement entered into with certain lenders on 20 January 2026 in the principal amount of NOK 9 million (the "Shareholder Loan"), will be set off through the issuance of new shares in the Company to the lenders under the Shareholder Loan at a conversion price equal to the Subscription Price in the Rights Issue, upon completion of the Rights Issue.
Arctic Securities AS is engaged as manager (the "Manager") for the Rights Issue.
Further information about the Reverse Share Split, the Share Capital Reduction and the Rights Issue will be made available in a separate stock exchange announcement in due course.
This information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Eirik Underthun, CFO at NEXT Biometrics Group ASA, on 11 March 2026, at 08:16 hours (CET).
For further information, please contact: Ulf Ritsvall, CEO Email: ulf.ritsvall@nextbiometrics.com Eirik Underthun, CFO Email: eirik.underthun@nextbiometrics.com
About NEXT Biometrics NEXT Biometrics is a pioneer of high-security biometric authentication, enabling users to live simpler, safer lives.
NEXT Biometrics was founded on the belief that strong authentication and identification can be secure, seamless and cost effective for governments and businesses with Active Thermal® technology. More than 25 years later, NEXT has retained its Norwegian heritage and grown to serve customers globally. Today, our solutions are used by billions of users each year across 10+ national ID and local programs, 150.000+ POS terminals, 25+ laptop and tablet models from tier-1 OEMs, and physical and logical access control implementations. Through state-of-the-art technology, deep industry expertise and close collaboration with partners for seamless integration, Active Thermal® biometrics can make life simpler and safer for everyone. For more information, visit NEXT Biometrics, read our blog and follow us on LinkedIn. NEXT Biometrics is listed on Euronext (NEXT.OL).
Important notice: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this Investor Presentation or any of its contents. Any investment or investment activity to which this communication relates is available only for Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
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.
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