Board of Directors of Clinical Laserthermia Systems AB resolves on a rights issue of units of initially approximately SEK 39.5 million

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The Board of Directors of Clinical Laserthermia Systems AB (publ) (“CLS” or the “Company”) has on 22 July 2026, pursuant to the authorization granted by the Annual General Meeting on 29 June 2026, resolved on a rights issue of units, consisting of shares and warrants, with preferential rights for the Company’s existing shareholders, amounting to initially a maximum of approximately SEK 39.5 million before deduction of transaction-related costs (the “Rights Issue”). The Rights Issue is covered by subscription and guarantee undertakings amounting to approximately SEK 29 million, corresponding to approximately 73.4 percent of the Rights Issue. Through the attached warrants of series TO 9 B, the Company may receive additional proceeds of up to SEK 29.6 million before deduction of transaction-related costs.

The issue in brief:

• The Board of Directors of CLS has, pursuant to the authorization granted by the Annual General Meeting on 29 June 2026, resolved to carry out a Rights Issue of units.
• Existing shareholders registered in the share register maintained by Euroclear Sweden AB as of the record date, 31 July 2026, will receive one (1) unit right for each share held on the record date. Six (6) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of four (4) new B-shares and three (3) warrants of series TO 9 B (“Unit”).
• The Rights Issue comprises a maximum of 5,194,432 units, corresponding to a maximum of 20,777,728 new B-shares and a maximum of 15,583,296 warrants of series TO 9 B.
• The subscription price amounts to SEK 7.60 per unit, corresponding to SEK 1.90 per new B-share. Warrants of series TO 9 B are issued free of charge.
• Upon full subscription of the Rights Issue, the Company will initially be provided with approximately SEK 39.5 million before deduction of transaction-related costs.
• The net proceeds from the Rights Issue will be used primarily for acceleration of the commercialization and market penetration of PRISM Neuro Laser Therapy System, core operations and working capital as well as expansion of the Company’s partnership model.
• Under the assumption of full subscription of the initial Rights Issue and full exercise of all warrants of series TO 9 B, the Company may receive additional proceeds of approximately SEK 29.6 million before deduction of transaction-related costs.
• The subscription period for the Rights Issue will run from 4 August 2026 up to and including 18 August 2026 and the trading period for unit rights will run from 4 August 2026 up to and including 13 August 2026. The last day of trading in the Company's shares with the right to receive unit rights is 29 July 2026.
• The Rights Issue is covered by subscription and guarantee undertakings amounting to approximately SEK 29 million, corresponding to approximately 73.4 percent of the Rights Issue.
• The Company has obtained short-term bridge loans of in total SEK 6 million from Tellus Equity AB and HOLDINGSELSKABET AF 29. JUNI 2010 ApS in connection with the Rights Issue, to be repaid upon receiving the proceeds from the Rights Issue.

“CLS has reached an important stage in its development. Together with our strategic partners, we are accelerating the commercialization of the PRISM Neuro Laser Therapy System while continuing to expand our partnership model into additional clinical applications. The proceeds from this rights issue are intended to strengthen our ability to execute this strategy and create long-term value for patients, healthcare providers and our shareholders”, comments Dan J. Mogren, CEO of CLS.

1. Background:

The Board of Directors does not believe that the existing working capital is sufficient for the current needs during the coming twelve-month period. In order to provide working capital to strengthen the Company's balance sheet through increased financial flexibility, support an accelerated commercialization and market establishment of the Company's product portfolio under the ClearPoint Prism® brand and expansion of the Company's partnership model, the Board of Directors has resolved on a rights issue of units.

The Rights Issue shall be carried out with preferential rights for existing shareholders, but the general public will also be given the opportunity to subscribe for units in the Rights Issue. The proceeds from the Rights Issue, including the exercise of attached warrants of series TO 9 B, are intended to be used to support an accelerated commercialization and market establishment of the Company's Prism portfolio as well as expansion of the Company's partnership model in market segments also outside of neurosurgery. This is planned to be carried out with activities within the realization of the Company's Prism pipeline in collaboration with the Company's strategic partners and expansion of market approval for the Prism portfolio in the US and Europe as well as investments for scale-up.

The Company has a minimum net capital need of approximately SEK 45 million until expected positive cash flow in Q1 2028. With a fully subscribed Rights Issue, as well as full exercise of the attached warrants during the exercise period from and including 1 March 2027 up to and including 15 March 2027, it is the assessment of the Board of Directors that CLS will be able to make immediate capital structure improvements and that no further financing needs will arise before the Company is expected to achieve a positive cash flow during the first quarter of 2028.

1. Use of proceeds:

To meet the capital needs, CLS is now carrying out the Rights Issue, which if fully subscribed can initially provide the Company with approximately SEK 39.5 million before issue costs. The issue costs for the Rights Issue amount to a maximum of approximately SEK 5.7 million (of which approximately SEK 3.2 million relates to guarantee compensation, provided that it should be paid out in full, in cash). With net financing of approximately SEK 33.8 million in total (assuming full subscription and that the guarantee compensation is paid out in full, in cash), the Company intends to finance the following activities:

1. Towards accelerated market penetration and commercialization of the PRISM Neuro Laser Therapy System in partnership with ClearPoint Neuro. (~60%)
2. Repayment of short-term bridge loan including accrued interest and fees (~19%)
3. Towards CLS core operations and working capital with expenses not directly related to accelerating commercialization of the Prism portfolio or expanding partnership model. (~11%)
4. Towards expanding CLS strategic partnership model into other market segments (~10%)

1. Risk factors:

An investment in the Company's securities is associated with risk. Before making an investment decision, investors should carefully consider the risks described below together with the other information in this document. The risk factors set out below are limited to those risks which, as at the date of this announcement, are assessed as specific and material to the Company and/or the securities. The risk factors below therefore do not constitute an exhaustive list of all risks that may affect an investment decision in the Company. The risk factors are not ranked or presented in any particular order of importance.

Commercialization and market adoption – CLS's future growth depends on the continued commercial adoption of the Company's products by customers and strategic partners. Slower-than-expected market penetration or lower procedure volumes could adversely affect revenue and profitability.

Regulatory and quality requirements – CLS operates in a regulated medical technology market and is dependent on maintaining existing regulatory approvals and quality certifications, as well as obtaining future approvals where required. Delays, additional requirements or loss of approvals could negatively impact the Company's operations.

Financing and liquidity – The Company is not yet cash flow positive and has historically financed its operations primarily through equity capital raises. The Company's continued operations and execution of its business plan are dependent on its ability to generate sufficient revenue until the Company reaches positive cash flow expected in Q1 2028.

There is a risk that the Company's existing working capital will not be sufficient to fund the Company's operations for the coming twelve-month period, for example if sales develop more slowly than anticipated, if costs exceed current expectations, or if planned capital raising activities are not completed, are only partially subscribed, or are completed on terms unfavourable to the Company and its shareholders.

Should the Company require additional capital, there is a risk that such capital cannot be obtained at all, or cannot be obtained on acceptable terms. Future equity financing may result in significant dilution for existing shareholders.

Dependence on strategic partners – CLS collaborates with strategic commercial partners for important parts of its market access and commercialization. Changes in such relationships or lower than expected partner performance may adversely affect the Company's business.

Subscription and guarantee commitments – The Rights Issue is covered by subscription and guarantee undertakings. These undertakings are not secured by bank guarantees, blocked funds or pledged assets, which means there is a risk that one or more parties may fail to fulfil their commitments.

1. Terms and instructions:

Indicative timetable

Preferential rights

Those registered as shareholders on the record date of 31 July 2026 receive one (1) unit right for each one (1) share held. Six (6) unit rights entitle the holder to subscribe for one (1) unit. The Company has two share classes, A-shares and B-shares. The Rights Issue comprises new B-shares combined with warrants of series TO 9 B, which entitle the holder to subscribe for additional B-shares. Regardless of whether they hold A-shares or B-shares on the record date, existing shareholders will have preferential rights to subscribe for units in proportion to their existing shareholding.

The Unit

Each one (1) Unit consists of four (4) new B-shares and three (3) warrants of series TO 9 B. The Unit exists only as a subscription mechanism; immediately upon allotment, the Unit is automatically split into its constituent shares and warrants, which are thereafter held, traded, and administered separately.

The shares

The new B-shares are of the same class as, and carry the same rights as the Company's existing B-shares, each carrying one (1) vote. The Company's shares are traded on Nasdaq First North Growth Market under the ticker CLS B, ISIN SE0022049920.

The warrants of series TO 9 B

The warrants of series TO 9 B will be issued free of charge. Each one (1) TO 9 B warrant entitles the holder to subscribe for one (1) new B-share in the Company. The exercise price for warrants of series TO 9 B will be SEK 1.90 per share, corresponding to the subscription price per new B-share in the Rights Issue.

The warrants of series TO 9 B may be exercised for subscription of new B-shares in CLS during the period from 1 March 2027 up to and including 15 March 2027. The warrants of series TO 9 B are intended to be admitted to trading on Nasdaq First North Growth Market. The last day of trading in the TO 9 B warrants is expected to be 11 March 2027. Upon full exercise of all TO 9 B warrants, the Company may receive proceeds of approximately SEK 29.6 million before deduction of transaction costs, which are estimated to amount to a maximum of approximately SEK 1.9 million.

Subscription price

The subscription price is SEK 7.60 per Unit, corresponding to SEK 1.90 per new B-share (the TO 9 B warrants are issued free of charge as part of the Unit). No brokerage fee will be charged.

Subscription period

Subscription of units with the support of unit rights shall be made through simultaneous cash payment during the period from and including 4 August 2026 up to and including 18 August 2026. Subscription of units without the support of unit rights shall be made on a separate application form during the same period.  The Board of Directors has the right to extend the subscription and payment period.

Trading in unit rights and warrants

Trading in unit rights will take place on Nasdaq First North Growth Market during the period from 4 August 2026 up to and including 13 August 2026. Following allotment, the TO 9 B warrants are expected to be separately admitted to trading from week 36 and will trade independently of the shares until 11 March 2027.

Unutilized unit rights

Unit rights not sold or utilized by the relevant deadlines will be deregistered and lapse without value from the holder's securities account without compensation.

Subscription with preferential rights - directly registered shareholders

Shareholders or representatives of shareholders registered with Euroclear on the record date will receive a notification with an attached payment slip. Subscription through payment shall be made using either the pre-printed payment slip or a special application form, as applicable, and must be received by Vator Securities AB no later than 18 August 2026. Applications are binding.

Subscription with preferential rights - nominee-registered shareholders

Shareholders whose holding is nominee-registered with a bank or other nominee will not receive a subscription notification from Euroclear. Subscription and payment shall be made in accordance with instructions from the relevant nominee.

Subscription without preferential rights

Investors wishing to subscribe for units without the support of unit rights must submit a separate application. Only one application per person or legal entity will be considered; where more than one application is submitted, only the most recently received will be considered. Applications are binding.

Shareholders in certain ineligible jurisdictions

Due to restrictions under securities laws in the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, Switzerland, or any other jurisdiction where participation would require a prospectus, registration or other measures, no unit rights will be offered to holders with registered addresses in any of these countries.

Allocation principles for units subscribed without preferential rights

Allocation will be made, firstly, to those who have also subscribed for units with the support of unit rights, irrespective of whether the subscriber was a shareholder on the record date or not, pro rata to the number of unit rights utilized and, to the extent this is not possible, by drawing of lots; secondly, to other parties who applied to subscribe without unit rights, pro rata to the number of units applied for and, to the extent this is not possible, by drawing of lots; and thirdly, to parties that have provided guarantee commitments, in proportion to the amounts guaranteed and, to the extent this is not possible, by drawing of lots.

Notice of allocation

Notice of allocation of units subscribed without preferential rights will be sent by way of a settlement note. No notice will be sent to those not allocated any units.

Paid subscribed units (BTU)

Once payment for subscribed Units has been received, this will be registered with Euroclear, and the subscriber will receive confirmation that paid subscribed units (BTU) have been booked to their securities account. Trading in BTU will take place on Nasdaq First North Growth Market until the Rights Issue has been registered with Swedish Companies Registration Office (Sw. Bolagsverket), at which point BTU will be converted into B-shares and warrants of series TO 9 B.

Announcement of the outcome of the Rights Issue

The outcome of the Rights Issue will be announced by way of a press release as soon as possible after the end of the subscription period, expected to be around 20 August 2026. The press release will be available on the Company's website.

Bridge loan

In order to secure the Company's liquidity needs until the Rights Issue has been completed the Company has raised bridge loans of a total of SEK 6 million from Tellus Equity AB and HOLDINGSELSKABET AF 29. JUNI 2010 ApS. As compensation for the loans, an arrangement fee of 5 per cent of the loan amount is payable, together with interest accruing at a rate of 1.5 per cent per month. Interest is calculated on a daily basis by reference to this monthly rate. The loans, together with accrued interest and the arrangement fee, shall be repaid in full using the proceeds of the Rights Issue, however no later than 1 November 2026.

Anti-money laundering threshold

Where a subscription amounts to or exceeds EUR 15,000, an anti-money laundering form must be completed and submitted to Vator Securities in accordance with the Swedish Act (2017:630) on Measures against Money Laundering and Financing of Terrorism. Securities cannot be delivered until such control has been completed.

National ID (NID) and Legal Entity Identifier (LEI) requirements

Pursuant to Directive 2014/65/EU (MiFID II), all natural persons must provide a National Client Identifier (NID number), and all legal entities must provide a Legal Entity Identifier (LEI), in order for a securities transaction to be executed on their behalf. Where such a number or code is not provided, Vator Securities may be prevented from executing the transaction.

Right to dividend

The new shares carry a right to dividend from the first record date for dividends occurring after the new shares have been registered with Swedish Companies Registration Office (Sw. Bolagsverket) and entered into the share register kept by Euroclear. The new shares carry the same right to dividend as the existing shares.

Miscellaneous

The Board does not have the right to cancel, withdraw or temporarily suspend the Rights Issue in accordance with the terms of this Document. Subscription for units is irrevocable, and the subscriber may not cancel or modify a subscription. Incomplete or incorrectly completed application forms may be disregarded. Any excess amount paid by a subscriber will be refunded, without interest.

1. Subscription undertakings and guarantee undertakings:

CLS has received subscription undertakings from existing shareholders totaling approximately SEK 6 million, corresponding to approximately 15.1 percent of the Rights Issue. No compensation is paid for the subscription undertakings.

In addition, the Company has entered into an agreement regarding a guarantee commitment with Vator Securities AB, on customary terms, amounting in total to approximately SEK 23 million, corresponding to approximately 58.3 per cent of the Rights Issue. For the guarantee commitment, a commission will be paid in either (i) cash, in an amount equal to 14 per cent of the guaranteed amount, or (ii) newly issued units in the Company in an amount corresponding to 15 per cent of the guaranteed amount, together with a cash fee equal to 2 per cent of the guaranteed amount. Vator Securities AB has the required authorization to act as guarantor. Vator Securities AB has entered into separate put option agreements with a number of investors, including Tellus Equity AB, Infinitas Investment Group Ltd., and HOLDINGSELSKABET AF 29. JUNI 2010 ApS, for the transfer of any units allocated upon fulfilment of the aforementioned guarantee. Should the choice of compensation be in the form of units, the Board of Directors intends to resolve on a directed issue of such units on terms corresponding to those of the Rights Issue.

Through subscription and guarantee undertakings, the Rights Issue is covered to approximately 73.4 percent. None of the subscription and guarantee undertakings are secured by pledge, blocked funds, bank guarantee or similar arrangement; there is consequently a risk that one or more parties will not be able to fulfil their respective commitment.

1. Dilution:

Following registration of the reduction of the share capital resolved by the Annual General Meeting on 29 June 2026, the Company’s share capital amounts to SEK 3,116,659.40 divided into 31,166,594 shares each with a quota value per share of SEK 0.10. The Company has two share classes, A-shares and B-shares. A-shares carry ten (10) votes per share, and B-shares carry one (1) vote per share.

Provided the Rights Issue is fully subscribed, and the registration has been completed with the Swedish Companies Registration Office, the share capital will increase by SEK 2,077,772.80, from SEK 3,116,659.40 to SEK 5,194,432.20. The number of shares in the Company will increase by 20,777,728 shares, from 31,166,594 to 51,944,322 shares. Shareholders who do not participate will be diluted by approximately 40 percent of the total number of shares under the assumption of a fully subscribed Rights Issue.

Should the Rights Issue be fully subscribed and all TO 9 B warrants issued in connection with the Rights Issue be exercised in full, the share capital will increase by SEK 1,558,329.60, from SEK 5,194,432.20 to SEK 6,752,761.80. The number of shares in the Company will increase by 15,583,296 shares, from 51,944,322 to 67,527,618 shares. Shareholders who do not participate will be diluted by approximately 23.1 percent of the total number of shares under the assumption of full exercise of all warrants.

In total, and assuming full subscription in the Rights Issue and full exercise of all warrants of series TO 9 B issued (excluding any potential compensation to investors who have entered into put option agreements), the dilution effect amounts to approximately 53.8 per cent of the total number of shares and of the total number of votes in the Company. Shareholders who choose not to participate in the Rights Issue may compensate for this dilution effect by selling their unit rights.

1. Legal rights and important information:

The Board of Directors of CLS is responsible for the content of this company announcement (“Document”). To the best of the Board of Directors’ knowledge, the information contained in this Document is in accordance with the facts and no information that could affect its meaning has been omitted.

Publication, release or distribution of this document may in certain jurisdictions be subject to legal restrictions. Recipients of the Document in jurisdictions where it has been released, published or distributed are required to inform themselves about, and to comply with, any such restrictions. Recipients are responsible for using this Document, and the information contained herein, in accordance with applicable rules in each respective jurisdiction. This Document does not constitute an offer to acquire or subscribe for shares or other securities issued by the Company, from the Company or from any other party, in any jurisdiction where such offer or invitation would be unlawful or would require registration or other measures.

This Document is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been, or will be, prepared in connection with the Rights Issue described in this Document, as the total consideration for the Rights Issue, including full exercise of the warrants of series TO 9 B, is below the EUR 12,000,000 threshold under the Prospectus Regulation, calculated over a period of 12 months.

This Document does not constitute an offer or invitation to acquire 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 applicable exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There is no intention to register any securities referred to herein in the United States or to make a public offer of such securities in the United States.

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 press release relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of Regulation (EU) 2017/1129 which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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 (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 Document 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 Document and should not act or rely on it.

An investment in securities is associated with risk, and this Document neither identifies nor purports to identify all risks, direct or indirect, that may be associated with an investment in new shares. Prospective investors are urged to carefully evaluate and consider the investment decision on the basis of their own assessment. Forward-looking statements in this Document reflect the Company's current views and expectations as at the date of this document and are subject to risks and uncertainties that could cause actual outcomes to differ materially. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.

Certain financial and other information in this Document has been rounded for the reader's convenience. No information in this Document has been reviewed or audited by the Company's auditor unless explicitly stated. This Document and the Rights Issue are governed by Swedish law. Any dispute arising in connection with this Document shall be settled exclusively by Swedish courts, with the District Court of Lund as court of first instance.

1. Admission to trading:

The Company's B-shares are admitted to trading on Nasdaq First North Growth Market. The new B-shares issued under the Rights Issue are of the same class as the Company's existing B-shares. Trading in the new B-shares is expected to commence on Nasdaq First North Growth Market around the first week of September 2026, provided that registration with Swedish Companies Registration Office (Sw. Bolagsverket) has occurred.

Advisors

Gemstone Capital ApS is acting as financial advisor and Foyen Advokatfirma is acting as legal advisor to CLS in connection with the Rights Issue. Vator Securities AB is acting as issuing agent.

For more information, please contact:

Dan J. Mogren, CEO Clinical Laserthermia Systems AB (publ)

Phone: +46 (0)705 90 11 40

E-mail: dan.mogren@clinicallaser.com

About CLS

Clinical Laserthermia Systems AB (publ), develops and sells TRANBERG® Thermal Therapy System and ClearPoint Prism® Neuro Laser Therapy System with sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy. The products are marketed and sold through partners for image-guided laser ablation. CLS is headquartered in Lund, Sweden, with subsidiaries in Germany, the United States and a marketing company in Singapore. CLS is listed on Nasdaq First North Growth Market under the symbol CLS B. Certified adviser (CA) is FNCA Sweden AB.

For more information about CLS, please visit the Company's website: www.clinicallaser.se

Information to distributors

In order to comply with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council 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) national 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 securities offered have been subject to a product approval process, which has determined that such securities 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 Company’s shares or warrants may decline and investors could lose all or part of their investment; the Company’s shares and warrants offer no guaranteed income and no capital protection; and an investment in the Company’s shares or warrants is compatible only with investors who do not need a guaranteed income or capital protection and 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 Rights Issue. 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 Company’s shares or warrants. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company’s shares and warrants and determining appropriate distribution channels.

This disclosure contains information that CLS 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 23-07-2026 08:30 CET.