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The Board of Directors of aXichem AB (publ) ("aXichem" or the "Company"), which is listed on Nasdaq First North Growth Market ("Nasdaq First North"), has today, February 3, 2026, based on the authorization granted by the Annual General Meeting from June 18, 2025, resolved to carry out an issue of shares and warrants ("Units") with preferential rights for existing shareholders of approximately SEK 11 million before issue costs (the "Rights Issue"). One Unit consists of one Class A share and one warrant of series TO2A. The subscription price per Unit amounts to SEK 1.30. The warrants will be issued free of charge. The Rights Issue is covered to 100 percent by subscription and guarantee commitments as well as subscription intentions.
The proceeds from the issue are intended to be used to strengthen working capital to finance inventory build-up, ensure delivery capacity and support the increasing demand for the company's products.
Background and reasons for the Rights Issue
aXichem develops, patents and markets natural analogue industrial chemicals, i.e. industrially 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.
aXiphen® is an advanced feed ingredient that improves animal metabolism, feed efficiency and welfare, while contributing to more sustainable and resource-efficient livestock production. For aXiphen®, the order inflow has increased significantly after the launch in Brazil through distributor Chr. Olesen. In addition, a registration process is underway for the use of the product in feed for dairy cows, based on promising trial results, which constitutes a clear growth catalyst in the short term. In parallel, the regulatory process is progressing in the EU, where aXichem has submitted supplementary documentation to the European Food Safety Authority (EFSA) for aXiphen®. An approval in the EU is considered to be a strategic breakthrough with the potential to significantly accelerate commercialization in one of the world's largest feed and food markets.
aXivite® is an innovative capsaicin analogue for dietary supplements that supports weight management and gut health and has a well-documented performance-enhancing effect in sports and exercise. The product has quickly gained commercial traction and is used in a wide range of applications by a growing number of customers globally. aXivite® continues to show strong commercial momentum with a rapidly growing customer base and rising sales volumes, both in the US and Europe.
To meet the increasing demand and ensure delivery capacity, aXichem needs to invest in inventory build-up. Therefore, the Rights Issue of initially SEK 11.0 million is now being carried out. The Company may receive additional capital in connection with the exercise of warrants of series TO2A issued in connection with the Rights Issue.
Terms and conditions for the Rights Issue
The Board of Directors of aXichem has resolved, based on the authorization granted by the Annual General Meeting as of June 18, 2025, to carry out the Rights Issue in accordance with the following main terms and conditions:
Complete terms and conditions for the Rights Issue and other information about the Company will be available in the information memorandum (the "Information Memorandum"), which is expected to be published on or about 13 February 2026.
Terms and conditions for warrants of series TO2A
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.
The warrants are intended to be admitted to trading on Nasdaq First North after final registration of the Rights Issue with the Swedish Companies Registration Office.
Change in number of shares and share capital and dilution
Through the Rights Issue, the number of shares in aXichem will increase by a maximum of 8,444,986 Class A shares, from 59,114,905 shares to 67,559,891 shares, and the share capital will increase by a maximum of SEK 1,688,997.20, from SEK 11,822,981.00 to SEK 13,511,978.20. For existing shareholders who do not participate in the Rights Issue, this means, if fully subscribed, a dilution effect of approximately 12.5% percent of the votes and capital in the Company.
If all warrants of series TO2A are exercised for subscription of new shares in the Company, the number of Class A shares will increase by an additional 8,444,986 shares to a total of 76,004,877 shares and the share capital will increase by an additional SEK 1,688,997.20 to SEK 15,200,975.40. This corresponds to a dilution effect from the warrants of an additional maximum of approximately 11.1 percent. The total dilution effect in the event that both the Rights Issue and the warrants are subscribed for, or exercised, in full, amounts to approximately 22.2 percent.
Subscription and guarantee commitments and subscription intentions
In connection with the Rights Issue, the Company has received subscription undertakings from a number of existing shareholders totalling approximately SEK 2.3 million, corresponding to approximately 21 percent of the Rights Issue, and non-binding subscription intentions totalling approximately SEK 0.6 million, corresponding to approximately 6 percent of the Rights Issue, from the existing shareholder Manakin Ltd, which is controlled by the Company's CEO Torsten Helsing and board member Christian Månsson. In addition, aXichem has entered into agreements on guarantee commitments totalling approximately SEK 8.0 million, corresponding to approximately 73 percent of the Rights Issue. The Rights Issue is thus subject to subscription undertakings, subscription intentions and guarantee commitments totalling approximately SEK 11.0 million, corresponding to 100 percent of the issue proceeds. No compensation will be paid for subscription commitments or subscription intentions. A compensation of 11 per cent of the guaranteed amount is paid for guarantee commitments. Each guarantor may choose whether its remuneration shall be paid in cash or through the issuance of Units on the corresponding terms and conditions that apply in the Rights Issue. Subscription commitments, subscription intentions and guarantee commitments are not secured by bank guarantees, escrow funds, pledging or similar arrangements. More detailed information about the parties that have entered into subscription and guarantee commitments as well as subscription intentions can be found in the Information Memorandum, which is planned to be published on or about 13 February 2026.
Preliminary timetable regarding the Rights Issue
February 9, 2026 Last day of trading including the right to participate in the Rights Issue
February 10, 2026 First day of trading excluding the right to participate in the Rights Issue
February 11, 2026 Record date
February 13, 2026 Publication of the Information Memorandum (expected date)
13 – 27 February 2026 Subscription period
13 – 24 February 2026 Trading in unit rights
February 13, 2026 – Until the Rights Issue is registered with the Swedish Companies Registration Office – Trading in BTU
2 March 2026 Expected date for publication of the outcome of the Rights Issue
Information Memorandum
Complete terms and conditions for the Rights Issue and other information about the Company will be included in the Information Memorandum which is expected to be published by the Company on or about 13 February 2026.
Interim report
Due to the Rights Issue, the Company has decided to bring forward the publication of the interim report for the fourth quarter 2025, from the originally planned date of February 26, 2026, to February 19, 2026.
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.
This disclosure contains information that aXichem 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 person set out above, at 3 February 2026 at 22:00 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 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. Invitations to the persons concerned to subscribe for units in the Company will only be made through the information document that the Company will publish prior to the subscription period.
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.