Integrum has carried out a directed new issue of 1,937,500 series B shares, raising proceeds of approximately SEK 31 million

Mölndal, Sweden – 18 February 2025 – The Board of Directors of Integrum AB (publ) (Nasdaq First North Growth Market: INTEG B) (“Integrum” or the “Company”) has resolved to conduct a directed new issue of 1,937,500 B-shares at an issue price of 16 SEK per B-share (the “Share Issue”). The issue price has been determined through an accelerated bookbuilding procedure carried out by Carnegie Investment Bank AB (publ) (“Carnegie”).

The bookbuilding process, which was announced by the Company earlier today, has been completed, and the Board of Directors of Integrum has decided on a directed new issue of 1,937,500 B-shares at an issue price of 16 SEK per B-share, corresponding to gross proceeds of approximately 31 million SEK before transaction costs.

“Through the earlier communicated strategic shift and this capitalization, we are creating the right conditions to realize the full commercial potential of the OPRA® Implant System. Integrum has positive prospects, and with the added capital and underlying demand from established clinics, we have a solid foundation to accelerate growth,” says Bengt Sjöholm, Chairman of the Board of Integrum.

The issue price in the Share Issue corresponds to a discount of approximately 5 percent compared to the closing price of Integrum’s B shares on Nasdaq First North Premier Growth Market on 18 February 2025. As the issue price has been determined through an accelerated bookbuilding process, the Board considers that the issue price reflects prevailing market conditions and demand, and therefore is considered to be market-based.

Integrum intends to use the net proceeds from the Share Issue for the following purposes:

Increase U.S. sales force R&D initiatives that support revenue growth within 2 yearsWorking capital to support revenue growth

Integrum has taken steps to save up to 20 MSEK in cash annually, driven by the strategic shift and change in R&D activities earlier communicated. In addition, the first transaction under a Trade Term Finance agreement of in total 24 MSEK will be utilized during Q4. Together with a credit facility of 10 MSEK and the net proceeds from the Share Issue, the Company’s financial position is significantly strengthened.

Deviation from shareholders’ pre-emptive rights
In preparation for the Share Issue, the Board of Directors has conducted an analysis of the conditions for, and carefully considered the possibility of, raising capital through a rights issue. Based on current circumstances, the Board has concluded that the Share Issue is the most advantageous option for the Company and its shareholders. The rationale for this and the deviation from shareholders’ pre-emptive rights is based on the following considerations:

i) A rights issue would take significantly longer to complete, which could result in the Company missing the opportunity to secure capital necessary to meet its short- and medium-term liquidity needs, ultimately impairing its financial and operational flexibility.

ii) A directed share issue such as the Share Issue provides the opportunity to diversify and strengthen the Company’s shareholder base with both Swedish and international investors, broadening the base of financially strong shareholders who are deemed capable of supporting the Company’s long-term operations. This is expected to enhance the Company’s ability to execute its growth strategy.

iii) The Share Issue is expected to be executed at a significantly lower cost and with less complexity compared to a rights issue.

iv) Given the prevailing market conditions and observed volatility in the stock market, the Board has assessed that a rights issue would also require substantial underwriting from a syndicate of guarantors, leading to additional costs and/or further dilution for shareholders depending on the type of compensation provided for such underwriting commitments.

Taking these factors into account, the Board has, following a comprehensive assessment, determined that the Share Issue is the most advantageous option for Integrum to raise capital in a cost- and time-efficient manner, thereby strengthening the Company’s financial position while preserving the greatest value for the Company and benefiting its shareholders. Since the subscription price in the Share Issue will be determined through a bookbuilding process, the Board believes that the subscription price will reflect prevailing market conditions and demand.

Number of shares, share capital, and dilution
The Share Issue will result in an increase in the Company’s share capital by 135,625.00 SEK, from 1,357,777.96 SEK to 1,493,402.96 SEK, and the number of shares will increase by 1,937,500 B-shares, to a total of 21,334,328 shares (divided into 640,000 A-shares and 20,694,328 B-shares). The Share Issue will result in a dilution of approximately 9.08 percent in relation to the total number of outstanding shares in the Company after the Share Issue.

Lock-up

In connection with the Share Issue, the Company has undertaken, under customary terms, not to issue any shares for a period of 180 days from the settlement date of the Share Issue. Additionally, the Company's shareholders within the Board of Directors have agreed not to sell any shares in Integrum for a period of 90 days from the settlement date of the Share Issue. The lock-up commitments within the Company's Board of Directors include Rickard Brånemark, Bengt Sjöholm, Andrew Christiansen, Kristofer Westergren, Karin Wingstrand, and Cecilia Wikström.

Advisers

Carnegie Investment Bank has acted as Sole Global Coordinator and Bookrunner in connection with the Share Issue. Setterwalls Advokatbyrå AB has acted as legal adviser in connection with the Share Issue.

This disclosure contains information that Integrum AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 18-02-2025 22:00 CET.

About Integrum

Integrum is a publicly traded company (Nasdaq First North Growth Market: INTEG B) based outside of Gothenburg, Sweden, with a U.S. subsidiary in San Francisco. Since 1990, its OPRA® Implant System has helped improve the quality of life for hundreds of people who are amputees by directly attaching a prosthesis to the bone and musculoskeletal system, therefore avoiding the need for a socket. Based on osseointegration, the bone-anchored implant system offers a range of benefits, including improved mobility and function, enhanced comfort, reduced pressure, a stable attachment and more. The OPRA® Implant System was approved by the U.S. Food and Drug Administration (FDA) in 2020 and is the only FDA-approved bone-anchored implant system specifically designed for use in amputees available in the U.S. Today, Integrum continues to perform research and develop custom-made medical device solutions in close collaboration with scientists and clinicians. To learn more, please visit https://integrum.se/.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Integrum in any jurisdiction, neither from Integrum nor from anyone else.

Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Carnegie as Sole Global Coordinator and Bookrunner. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable 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 offering of the securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, to Australia, Canada, Hong Kong, New Zeeland, Russia, Belarus, Singapore, South Africa, South Korea, Japan or the United States of America or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Integrum has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA member state and the United Kingdom, this communication is only addressed to and is only directed at qualified investors in that member state or in the United Kingdom within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments 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 (all such persons together being referred to as “Relevant Persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU 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 shares in Integrum have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.

Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

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, or purchase, or take any other action whatsoever with respect to the shares in Integrum.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Integrum and determining appropriate distribution channels.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated 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”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further 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. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any 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. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release 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 press release, unless if required by law or Nasdaq First North Premier Growth Market’s rule book for issuers.

For more information, please contact:
Jörgen Svanström, CFO
Phone: +46 (0) 70 734 96 60
E-mail: jorgen.svanstrom@integrum.se

Certified Adviser

Carnegie Investment Bank AB (publ)is the Company’s Certified Adviser.