KDventures AB (publ) carries out a directed issue of shares to guarantors in connection with the completed rights issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH KOREA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO, OR INVITATION TO, ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN KDVENTURES AB (PUBL) IN ANY JURISDICTION. PLEASE ALSO REFER TO THE SECTION “IMPORTANT INFORMATION” BELOW.
KDventures AB (publ) (“KDventures” or the “Company”) announces that the Board of Directors, based on the authorization granted by the Annual General Meeting held on 15 May 2025, has resolved to carry out a directed issue of 5,283,870 shares of series B, with deviation from the shareholders’ preferential rights, as compensation for guarantee commitments provided in the rights issue resolved by the Board of Directors on 1 December 2025 and approved by the Extraordinary General Meeting on 8 January 2026 (the “Rights Issue”). The directed share issue is carried out in accordance with the guarantee agreements entered into between the Company and the guarantors (the “Directed Issue”).
In accordance with the guarantee agreements entered into between the Company and the guarantors ahead of the Rights Issue, the guarantors were given the option to receive their guarantee commission either in cash or in the form of newly issued shares in the Company, as previously communicated in connection with the Rights Issue. Certain guarantors have chosen to receive their guarantee compensation in shares. As a result, and based on the authorization granted by the Annual General Meeting on 15 May 2025, the Board of Directors has resolved to issue up to 5,283,870 shares of series B, which will increase the Company’s share capital by up to SEK 52,838.70. The purpose of the Directed Issue and the reason for deviating from the shareholders’ preferential rights is therefore to fulfil the Company’s obligations towards the guarantors pursuant to the guarantee agreements entered into.
The subscription price in the Directed Issue amounts to SEK 0.31 per share, in accordance with the guarantee agreements, corresponding to the volume-weighted average price (VWAP) of the Company’s share during the subscription period of the Rights Issue. The Board of Directors has resolved that payment shall be made by way of set-off of the guarantors’ claims against the Company, which total SEK 1,638,000. Following the registration of the Directed Issue with the Swedish Companies Registration Office (Sw. Bolagsverket), the number of shares of series B in the Company will amount to 656,972,867 and the Company’s share capital will amount to SEK 6,595,281.28. The dilution resulting from the Directed Issue amounts to approximately 0.8 percent.
Advisers
Redeye AB is acting as financial adviser to KDventures in connection with the Rights Issue and Cirio Advokatbyrå AB is acting as legal adviser. Nordic Issuing AB is acting as issuing agent in connection with the Rights Issue.
For further information, please contact:
Viktor Drvota, CEO, KDventures AB
Tel: +46 73 982 52 02, e-mail: viktor.drvota@kd-ventures.com
Johan Dighed, General Counsel and Deputy CEO, KDventures AB
Tel: +46 70 207 48 26, e-mail: johan.dighed@kd-ventures.com
The information was submitted for publication, through the agency of the contact persons set out above, on 12 February 2026 at 15:45 CET.
About KDventures AB
KDventures AB (Nasdaq Stockholm: KDV) is a Nordic investment company specialized in life sciences. The company identifies and invests in innovative pharmaceutical projects and medical technology products originating from leading research institutions in the Nordic region. Through a diversified portfolio across various stages of development, professional due diligence, and active board engagement, KDventures creates value from early research to commercialization. The company offers investors exposure to both listed and private life science projects with significant value growth potential.
For more information, please visit www.kd-ventures.com.
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, paid subscribed shares, subscription rights or other securities in the Company (the “Securities”). No action has been taken, and will not be taken, to permit a public offering in any jurisdictions other than Sweden.
This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Securities. In connection with the Rights Issue, the Company has prepared an information document in accordance with Article 1.4 db of the Prospectus Regulation. The Information Document has been prepared in accordance with the requirements of Appendix IX to the Prospectus Regulation. The Information Document is not a prospectus and will neither be reviewed nor approved by the Swedish Financial Supervisory Authority. Any investment decision, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, should be made solely on the basis of the information contained in the Information Document.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Belarus, Canada, Japan, New Zealand, Russia, Switzerland, Singapore, South Korea, South Africa or any other jurisdiction in which such action would be unlawful, subject to legal restrictions or require any action other than what follows from Swedish law. Any failure to comply with this instruction may constitute a violation of applicable securities laws. This press release does not constitute an offer to acquire or subscribe for securities in the United States. No Securities have been registered, and will not be registered, under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States and no Securities may be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction of the United States. The Securities have not been approved or registered, and will not be approved or registered, by the U.S. Securities and Exchange Commission, any state securities authority or any other authority in the United States. Nor has any such authority assessed or commented upon the offer or the accuracy or reliability of the prospectus. Any representation to the contrary is a criminal offence in the United States.
Within the European Economic Area (the “EEA”), no offer of Securities is being made to the public in any country other than Sweden. In other member states of the European Union, such an offer of Securities may only be made in accordance with exemptions under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with the exemptions under the Prospectus Regulation and any relevant implementing measures. In other EEA countries that have not implemented the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with applicable exemptions under national law.
In the United Kingdom, this document and any other materials relating to the Securities described herein are being distributed only to, and are directed only 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” (in accordance with the UK version of the Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order, or (iii) such other persons to whom such investments or investment activities may lawfully be made available under 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 based on this press release and should not act or rely on it.
The Company considers that it conducts protected activities within the meaning of the Act (2023:560) on the Screening of Foreign Direct Investments (the “FDI Act”). This means that investors who obtain a certain degree of influence in the Company may be required to notify investments in the Company to, and obtain approval from, the Swedish Inspectorate for Strategic Products (Inspektionen för Strategiska Produkter, “ISP”) before such investment can be completed. Each investor should consult an independent legal adviser regarding the potential application of the FDI Act to the Rights Issue or the Directed Issue in relation to such investor. For more information, please visit ISP’s website, www.isp.se, or contact the Company.
This press release contains forward-looking statements regarding the Company’s intentions, assessments or current expectations concerning the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain terms such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assumes”, “should”, “could” and, in each case, their negative forms, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or prove to be correct. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may, for many different reasons, differ materially from those expressed in the forward-looking statements. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and does not assume 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 in order to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release are provided only as of the date of this press release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release.
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