Commencement of the subscription period for the rights issue
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 26 May 2026: Reference is made to the stock exchange announcements published by NEXT Biometrics Group ASA (the “Company”) on 11 March 2026 regarding a partially underwritten rights issue of up to NOK 50 million in the Company, of which NOK 41 million has been secured through underwriting commitments (the "Rights Issue"), and on 19 May 2026 where the Company announced that the annual general meeting had approved the Rights Issue.
The subscription period for the Rights Issue will commence today, 26 May 2026 at 09:00 hours (CEST) and expire on 9 June 2026 at 16:30 hours (CEST).
The Subscription Rights (as defined below) will be tradable on the Oslo Stock Exchange from 26 May 2026 at 09:00 hours (CEST) until 3 June 2026 at 16:30 hours (CEST).
In connection with the Rights Issue and listing of new shares and warrants, the Company has prepared a prospectus (the "Prospectus"). The Prospectus was approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) and published by the Company on 22 May 2026, and includes terms and conditions of the Rights Issue. The Prospectus and the subscription form for the Rights Issue (attached to the Prospectus) are available on the website of Arctic Securities AS' (the "Manager") website: www.arctic.com/offerings.
Allocation of Subscription Rights:
The shareholders of the Company as of 19 May 2026 (and being registered as such in the Norwegian Central Securities Depository (the “ES-OSL”) as at the expiry of 21 May 2026, pursuant to the two days' settlement procedure of ES-OSL (the "Record Date")) (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that, subject to applicable law, provide preferential rights to subscribe for, and be allocated offer shares (the "Offer Shares") at a subscription price of NOK 1.00 for each Offer Share (the "Subscription Price").
Each Existing Shareholder has been granted 4.1715 Subscription Rights for each existing share registered as held by such Existing Shareholder as of the Record Date (i.e., 21 May 2026), rounded down to the nearest whole Subscription Right. Subscription Rights acquired during the trading period for the Subscription Rights as set out above carry the same right to subscription as the Subscription Rights held by Existing Shareholders. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Over-subscription and subscription without Subscription Rights are permitted.
Subscription period:
The subscription period commences on 09:00 hours (CEST) on 26 May 2026 and expires on 16:30 hours (CEST) on 9 June 2026.
Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CEST) on 26 May 2026 to 16:30 hours (CEST) on 3 June 2026 under the ticker code “NEXTT”. The Subscription Rights will hence only be tradable during a part of the subscription period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the subscription period on 16:30 hours (CEST) on 9 June 2026 or not sold before 16:30 (CEST) on 3 June 2026 will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have an economic value if the Company’s shares trade above the Subscription Price during the subscription period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. If Offer Warrants (as defined below) are exercised, there will be additional dilution. See Section 5.1.28 “Dilution” of the Prospectus for a further description of such dilutive effect.
Warrants:
Subscribers in the Rights Issue will, for every two (2) Offer Shares allocated and paid, receive one warrant (Nw.: frittstående tegningsretter) (the "Offer Warrants") for no additional consideration. Each Offer Warrant will give the holder a right to subscribe for one new share in the Company at an exercise price per share equal to the Subscription Price in the Rights Issue, i.e., NOK 1.00 per share (the “Warrant Exercise Price”).
Half of the Offer Warrants (the “March 2027 Warrants”) may be exercised in the period from 09:00 hours (CET) on 17 March 2027 to 16:30 hours (CEST) on 31 March 2027, and the remaining half (the “June 2027 Warrants”) may be exercised in the period from 09:00 hours (CEST) on 17 June 2027 to 16:30 hours (CEST) on 1 July 2027 (together, the “Exercise Periods”). Any Offer Warrants not exercised within the relevant Exercise Period will lapse without compensation.
The Offer Warrants will be transferable and may be admitted to trading on the Oslo Stock Exchange or Euronext Growth Oslo following completion of the Rights Issue. There can be no assurance that such admittance to trading will be obtained.
The Offer Warrants are expected to have an economic value if the Company’s shares trade above the Warrant Exercise Price during the Exercise Periods.
Subscription Price:
NOK 1.00 per Offer Share.
No payment shall be made for the Offer Warrants.
Subscription procedure:
Investors holding Subscription Rights who are Norwegian residents with a Norwegian personal identification number and who wish to subscribe for Offer Shares (incl. Offer Warrants) are encouraged to use the ES-OSL online subscription system by following the link on the Manager’s website: www.arctic.com/offerings, which will redirect the subscriber to the ES-OSL online subscription system.
In addition, the VPS online subscription system is only available for individual persons and is not available for legal entities. Therefore, legal entities must submit the Subscription Form included in Appendix B of the Prospectus "Subscription form for the Rights Issue" (The "Subscription Form") in order to subscribe for Offer Shares.
Subscriptions for Offer Shares (incl. Offer Warrants) by investors who are not Existing Shareholders must be made by usage of the Subscription Form.
Correctly completed Subscription Forms must be received by the Manager at the following address or email address, or in the case of online subscriptions be registered, by 16:30 hours (CEST) on 9 June 2026: - Arctic Securities AS - Address: P.O. Box 1833 Vika, 0123 Oslo, Norway. - Tel: +47 21 01 30 40 - E-mail: subscription@arctic.com
The Offer Warrants will automatically be subscribed for through delivery of the Subscription Form for the Offer Shares correctly completed or through online subscriptions prior to the expiry of the Subscription Period.
Selling and Transfer Restrictions
The grant or purchase of Subscription Rights and the subscription of Offer Shares and Offer Warrants by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 13 “Selling and Transfer Restrictions” in the Prospectus.
Conditions for completion of the Rights Issue:
The Rights Issue may be withdrawn or revoked, or the completion of the Rights Issue may be delayed, also after the commencement of the Subscription Period and trading in the Subscription Rights, if the aggregate minimum subscription amount for the Offer Shares is not received by the Company on time or at all.
If the Rights Issue is withdrawn or revoked, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights shall be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights purchased in the market.
Underwriting commitments
Certain existing shareholders, the Manager and primary insiders have underwritten 82% of the Rights Issue, corresponding to NOK 41 million of the total gross proceeds of up to NOK 50 million (the “Total Underwriting Obligation”) (the “Underwriters”).
The Underwriters have, limited to their respective underwritten amounts, undertaken to subscribe and pay for their respective parts of the Offer Shares that are not otherwise subscribed for and allocated in the Rights Issue, up to the Total Underwriting Obligation.
See Section 5.1.21 “The Underwriting” in the Prospectus for a further description of the underwriting commitments.
Financial intermediaries:
If an Existing Shareholder holds shares registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Subject to applicable law, Existing Shareholders holding shares through a financial intermediary may instruct the financial intermediary to sell some or all of their Subscription Rights, or to purchase additional Subscription Rights on their behalf. See Section 13 "Selling and Transfer Restrictions" in the Prospectus for a description of certain restrictions and prohibitions applicable to the sale and purchase of Subscription Rights in certain jurisdictions outside Norway.
Existing Shareholders who hold their shares through a financial intermediary and who are ineligible shareholders (i.e., resident in jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to the Company's assessment, prohibits or otherwise restricts subscription for Offer Shares and Existing Shareholders located in the United States who the Company does not reasonably believe to be a QIB) will not be entitled to exercise their Subscription Rights but may, subject to applicable law, instruct their financial intermediary to sell their Subscription Rights transferred to the financial intermediary. As described in Section 5.1.7 "Subscription Rights" of the Prospectus, the Company will instruct the Manager to, as far as possible, withdraw the Subscription Rights from such Ineligible Shareholders’ ES-OSL accounts.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 17 June 2026 and that the Offer Shares and Offer Warrants will be delivered to the ES-OSL accounts of the subscribers to whom they are allocated on or about 18 June 2026. The final deadline for registration of the share capital increase pertaining to the Rights Issue with the Norwegian Register of Business Enterprises, and hence for the subsequent delivery of the Offer Shares, is, pursuant to the Norwegian Public Limited Liability Companies Act, three months from the expiry of the Subscription Period (i.e. three months from 9 June 2026)
NEXT Investor contact: Ulf Ritsvall (CEO), ulf.ritsvall@nextbiometrics.com Eirik Underthun (CFO), eirik.underthun@nextbiometrics.com
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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 INFORMATION –
This announcement is not and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus approved by the Norwegian Financial Supervisory Authority on 22 May 2026. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available from the Company's registered office and on the Manager’s website.
In any EEA Member State other than Norway, 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. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.