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The Board of Directors of aXichem AB (publ) ("aXichem" or the "Company") has, based on the authorization granted by the Annual General Meeting on 18 June 2025, resolved on a directed issue of 169,230 units to a guarantor that has entered into a guarantee commitment in the rights issue of units announced on 3 February 2026 (the "Rights Issue") and which has chosen to receive guarantee compensation in the form of newly issued units (the "Compensation Issue"). The subscription price in the Compensation Issue amounts to SEK 1.30 per unit, which corresponds to the subscription price in the Rights Issue. The warrants are issued free of charge. One (1) unit consists of one (1) A-share and one (1) warrant series TO2A. Payment is made by set-off of the guarantor's claim for guarantee compensation.
The Rights
Issue The Rights Issue was comprised to 100% of subscription commitments, guarantee commitments and subscription intentions, of which guarantee commitments amounted to approximately 73 percent (SEK 8.0 million). In accordance with the guarantee agreements, guarantee commitments are entitled to guarantee compensation corresponding to 11 per cent of the guaranteed amount in cash or in the form of newly issued units in the Company. A guarantor, Philip Ohlsson, (the "guarantor") has chosen to receive guarantee compensation in the form of 169,230 newly issued units.
In view of this, the Board of Directors of aXichem has today, based on the authorization granted by the Annual General Meeting on 18 June 2025, resolved on the Remuneration Issue, which comprises a total of 169,230 units, corresponding to approximately SEK 0.2 million.
Each unit consists of one (1) A-share and one (1) warrant series TO2A. The subscription price in the Compensation Issue amounts to SEK 1.30 per unit, which corresponds to the subscription price in the Rights Issue. The calculation basis for the subscription price has been determined through negotiations between the guarantors and the Company, in consultation with the financial advisor and by taking into account a number of market factors. In light of this, the Board of Directors assesses that the subscription price is in line with market conditions. The warrants are issued free of charge.
The reasons for the deviation from the shareholders' preferential rights are as follows. In accordance with the guarantee agreements entered into, guarantee compensation of 11 per cent of the guaranteed amount shall be paid either in cash or in the form of newly issued units in the Company, in accordance with the terms and conditions set out above. As a result of the guarantee commitments, each subscriber thus has a claim on the Company regarding guarantee compensation. The guarantor has agreed to allow the Company to offset the debt regarding guarantee compensation by carrying out a set-off issue. The Compensation Issue is thus carried out for the purpose of fulfilling the Company's obligations towards the Guarantor as a result of the entered into guarantee agreement. The Company's alternative to carrying out the Compensation Issue is to instead settle the guarantee compensation through cash payment. The Board of Directors is of the opinion that – taking into account the prevailing market conditions – it is in the interest of the Company to carry out the Compensation Issue on the terms and conditions set out as the Company will then release funds that strengthen the Company's working capital.
Through the Remuneration Issue, the total number of shares in the Company will increase by 169,230 shares. In the event that all attached warrants series TO2A issued in the Compensation Issue are exercised in full, an additional 169,230 new Class A shares will be issued.
The warrants will be issued free of charge. One (1) warrant entitles the holder to subscribe for one (1) new Class A share in the Company, during the period from and including 7 September 2026 up to and including 18 September 2026. The subscription price for subscription of shares by virtue of the warrants shall be set at an amount corresponding to 70 percent of the Company's share's volume-weighted average price on Nasdaq First North during the period 31 August 2026 up to and including 4 September 2026, but not less than SEK 0.20 (corresponding to the quota value). The subscription price and the number of shares that each warrant entitles the holder to subscribe for shall be subject to customary recalculation terms in connection with a split or reverse share split, rights issue and similar events.
Change in number of shares and share capital and dilution
Through the Compensation Issue, the number of Class A shares in aXichem will increase by 169,230 shares, from 67,559,891 shares to 67,729,121 shares, and the share capital will increase by SEK 33,846, from SEK 13,511,978.20 to SEK 13,545,824.20, corresponding to a dilution effect of approximately 0.25% percent of the votes and capital in the Company.
If all warrants of series TO2A, which are issued as part of the Compensation Issue, are exercised for subscription of new Class A shares in the Company, the number of shares will increase by an additional 169,230 shares.
Financial advisors, legal advisors and issuing agents
Västra Hamnen Corporate Finance AB is acting as financial advisor and Advokatfirman Lindahl is acting as legal advisor to aXichem in connection with the Rights Issue. Nordic Issuing acts as issuing agent.
For more information:
Torsten Helsing,
VD, aXichem AB, phone: +46 706 86 33 55
E-post: torsten.helsing@axichem.com
or visit: www.axichem.com
The certified adviser for aXichem is Västra Hamnen Corporate Finance AB.
The information was submitted for publication, through the agency of the contact person set out above, on 10 March 2026 at 12:50 CET.
About aXichem
aXichem develops, patents and markets natural analogue industrial chemicals, i.e. synthetically produced substances that have similar and comparable properties as natural substances. The Company's first product is phenylcapsaicin, which the Company commercializes under two brand names, aXiphen® and aXivite®, as an ingredient in animal feed and dietary supplements, respectively. The business is divided into three market areas with different applications for phenylcapsaicin: as an ingredient in poultry feed, such as chicken and turkey; as an ingredient in dietary supplements for gut health, weight management, and sports and exercise; as well as as an ingredient in dietary supplements for bioavailability enhancement of curcumin and melatonin.
aXichem is listed on Nasdaq First North Growth Market. For more information, see www.axichem.com
Important information
The publication, publication or distribution of this press release may be restricted in certain jurisdictions. Recipients of this press release in the jurisdictions in which this press release has been published, published or distributed should inform themselves about and comply with such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 and Directive 2003/71/EC (together with the relevant implementations and delegated regulations, the "Prospectus Regulation") and no prospectus will be prepared in connection with the Offering.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any other securities regulatory authority in any state or other jurisdiction of the United States, and may not be offered or sold in the United States (as defined in Regulation S under the Securities Act) except for the applicable exemption from: or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable securities laws. Neither this document nor any information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy any securities in the United States. There will be no securities offered to the public in the United States.
In the United Kingdom, this press release is only directed at persons who are 'qualified investors' within the meaning of the UK Prospectus Regulation and who (i) have professional experience in matters relating to investments under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (ii) are persons falling within Article 49(2)(A) to (D) of the Order; or (iii) to whom it may otherwise lawfully be communicated. For these purposes, the term 'UK Prospectus Regulation' means Regulation EU 2017/1129 which forms part of the domestic law of the United Kingdom in accordance with domestic law, the European (Withdrawal) Act 2018.
Within the European Economic Area ("EEA"), no offer of shares or other securities is being made to the public in any country other than Sweden. In other member states of the European Union ("EU"), such an offer can only be made in accordance with exemptions in the Prospectus Regulation.
This press release may contain certain forward-looking statements that reflect the Company's current view of future events and financial and operational developments. Words such as "intends", "estimates", "expects", "may", "plans", "estimates" and other expressions that imply indications or predictions regarding future developments or trends, and are not based on historical facts, constitute forward-looking statements. Forward-looking statements are by their nature subject to both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or development and actual results may differ materially from those expressed in forward-looking statements.