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The board of directors of Beyond Frames Entertainment AB (publ) (“Beyond Frames” or the “Company”) has on September 16 2026 resolved to issue additional maximum 11,341,466 new shares at a subscription price of SEK 1.70 per share in the directed share issue communicated on August 25 2026 (the “Directed Issue”). The share issue will be carried out in three tranches, where the first tranche of approximately 3.1 MSEK, previously communicated, has been completed with the authorization from the annual general meeting. The second tranche of approximately 10.2 MSEK will be carried out if approved by the EGM. The third tranche of approximately 9.1 MSEK will be carried out with the updated authorization if approved by the EGM. Tranche two and three are subject of EGM decision. The EGM will be held on September 17 2026 per the summit published on August 25 2026. The total the share issue, all three tranches, will be approximately 22.4 MSEK, if approved by the EGM. All investors have entered into subscription undertakings. The net proceeds from the Directed Issue will improve the Company’s ability to act on new opportunities in line with the Beyond Frames evolving strategy, to utilize the production capabilities and market knowledge to pursue higher-margin opportunities across XR and adjacent areas of interactive entertainment, including PC and console projects, as well as non-gaming enterprise partnerships.
THE DIRECTED ISSUE
The board of directors of Beyond Frames has on September 16 2026 resolved, subject to EGM decision, on the Directed Issue of maximum 11,341,466 new shares at a subscription price of SEK 1.70 per share. Through the Directed Issue, the Company will receive gross proceeds of approximately SEK 22.4 million before transaction related costs and a net proceeds of approximately SEK 22.2 million. The transaction related costs are approximately 0.2 MSEK and consist of costs for legal advice and contracting an issuing agent.
The subscription price is SEK 1.70 per share and corresponds to the volume-weighted average price of the Company's share on Spotlight Stock Market during the period 3 August 2026 to 24 August 2026, which represents a premium of approximately 20 percent from the closing price on 24 August 2026. The subscription price per new share in the Directed Issue has been determined by the board of directors of the Company following arms-length negotiations with the investors based on the current share price of Beyond Frame’s shares and is therefore, taking into account the feedback from investors that the Company has received, deemed to correspond to the shares’ market value.
The participating investors have entered into subscription undertakings.
“With financing secured for new opportunities and for a new project, revenue from our retained portfolio, and a more cost-efficient organization, we believe Beyond Frames enters the next phase on stronger footing.” says Ace St. Germain, CEO for Beyond Frames.
BACKGROUND AND REASONS
As Beyond Frames expands, a multitude of high-potential opportunities across XR and adjacent areas are explored. Due to current resource constraints, the ability to capitalize on all partnerships is limited. With the introduced volatility in the internal cash flow forecast calculations for the Company’s catalog of titles, due to several market factors, the Company has explored financing to ensure cash flow stability while focusing on the company’s next phase.
The reasons for deviating from the shareholders' preferential rights are as follows. The Company's board of directors has thoroughly evaluated the option of raising capital through a rights issue and determined that, for several reasons, it is more beneficial for both the Company and its shareholders to pursue capital raising through the Directed Issue. The Company's board of directors has, in preparation of the Directed Issue, contacted both already existing shareholders in the Company, who were been selected on objective grounds, and potential institutional investors and has subsequently decided to direct the issue to already existing shareholders to ensure that the Directed Issue could be carried out on swift and favorable terms for the Company. Whereby on the contrary, a rights issue would have involved a significantly longer execution time, increased costs and complexity and an exposure to potential market volatility considering the volatility that has characterized the market during the previous years compared to the Directed Issue.
The proceeds from the Directed Issue will be used to ensure a stable cash flow while capitalizing on high-potential opportunities across XR and adjacent areas which the Company expects will benefit the Company's global competitive position in the market.
Considering the above, the board of directors has concluded that the Directed Issue, deviating from the shareholders' preferential rights, is the most advantageous option for the Company’s continued development and to take advantage of the opportunity to obtain capital for the Company on favorable terms, which is deemed to be in the best interest of the Company's shareholders.
NUMBER OF SHARES AND SHARE CAPITAL
Through the first part of the Directed Issue communicated on August 25 2026 the number of shares and votes outstanding in the Company increased to 20,476,645 and the share capital to 1,023,832. Through this additional Directed Issue, the number of shares outstanding in the Company will increase by maximum 11,341,466 from 20,498,950 to maximum 31,818,111 if approved by the EGM. The share capital will increase by a maximum SEK 567,073 SEK from 1,023,832 to 2,408,309, if approved by the EGM. The Directed Issue will entail a dilution of approximately 35.6% percent based on the number of shares and votes in the Company after the Directed Issue.
This disclosure contains information that Beyond Frames 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 16-09-2026 19:41 CET.
For further information, please contact ir@beyondframes.com.
Beyond Frames Entertainment AB
Bondegatan 21
SE-116 33 Stockholm
Webpage: Beyond Frames Entertainment
Email: ir@beyondframes.com
+46(0)708 34 34 85
About Beyond Frames Entertainment
Headquartered in Stockholm, Sweden, Beyond Frames is an XR-focused publisher with its development studios Cortopia, Moon Mode and partner studio Odd Raven. Offering creative and technical consulting, funding, marketing and publishing services, Beyond Frames partners with studios creating amazing XR products such as Ghosts of Tabor (Combat Waffle Studios), Outta Hand (Capricia Productions), ARK and ADE (Castello Inc.), Silhouette (Team Panoptes) and Mixture (Played With Fire), Beyond Frames Entertainment AB (publ) is listed on the Swedish Spotlight Stock Market, ISIN: SE0011614965.