Conditional convertible loan and business update
Oslo, 31 July 2026: Reference is made to the stock exchange announcement published by NEXT Biometrics Group ASA (the "Company") on 1 July 2026 by which it was announced that he board of directors of the Company (the "Board") had completed an initial strategic and operational review of the Company and that additional financing would be required during July 2026 to maintain operations as a going concern.
The Board has explored several alternatives to solve the Company's short-term liquidity needs, including initiating discussions with certain existing shareholders with the goal of obtaining a convertible loan pursuant to chapter 11 of the Norwegian Public Limited Liability Companies Act (Nw.: allmennaksjeloven) (the “Companies Act”) (the "Convertible Loan").
The Board has today entered into a convertible loan agreement (the "Convertible Loan Agreement") in an aggregate principal amount of NOK 12,000,000 with Valset Invest AS, Haas AS, Edgewater AS, Camaco AS , Cryptic AS , Intelco AS,, Skaug Holding AS, Camiko AS and Ulf Ritsvall (CEO), all being existing shareholders of the Company, as lenders (the "Lenders"), subject to the approval of the Convertible Loan Agreement by the Company's general meeting (the "EGM"). The EGM will be called for with a three-week notice period as soon as practicable. The notice of the EGM will be published separately. Board member Jon H. Nordbrekken did not participate in the board meeting or the proceedings relating to the Convertible Loan as Valset Invest AS is closely associated with him.
The Lenders will disburse the Convertible Loan to the Company on or before 3rd August 2026. If the EGM does not approve of the Convertible Loan Agreement, the Company has an obligation to repay the disbursed amount to the Lenders without interest.
The key terms of the Convertible Loan
• Interest rate: 12% per annum, accruing until the Maturity Date (being three months after disbursement). All accrued interest shall be capitalised and converted into equity of the Company together with the outstanding principal on the Maturity Date.
• Conversion: The Convertible Loan (including accrued interest) shall be converted into new shares in the Company at a conversion price of NOK 0.10 per share on the Maturity Date, unless a Lender elects repayment in cash by delivering a written notice no later than 10 trading days prior to the Maturity Date.
• Status and ranking: The Convertible Loan shall be unsecured and shall rank pari passu with any other unsecured indebtedness of the Company.
Equal treatment of shareholders
The Convertible Loan entails that the shareholders’ preferential right to subscribe for participation in the convertible loan pursuant to Section 11-4 of the Companies Act (cf. Section 10-4, cf. Section 10-5 of the Companies Act) will be deviated from. Due to the Company's need for financing during July in order to be able to operate as a going concern, it is not possible for the Company to raise the required capital through a rights issue that would require the preparation and publication of a prospectus and a two-week subscription period. Having regard to the Company's time-sensitive need for cash to continue its ongoing operations, its lack of alternative financing options, and the fact that the Convertible Loan offers immediate access to liquidity, the Board is of the opinion that the deviation from the shareholders’ preferential rights is in compliance with the requirements of the Companies Act and the equal treatment provisions under the Norwegian Securities Trading Act, and is in the common interest of the Company and its shareholders.
The conversion rights under the Convertible Loan Agreement will be subject to approval by the EGM. The shareholders of the Company will therefore be granted the possibility to vote on the matter.
Business update
Reference is made to the stock exchange announcement on July 1st, 2026. On the operational side, the Board is pleased to announce that further cost reduction initiatives have been identified and have been started in H2 which are expected to bring the normalized yearly OPEX run rate down to approx. NOK 45 million from 1 January 2027 (down from approx. NOK 73 million on 1 January 2026). Additionally, outsourcing / divestment of the sensor production has the potential to bring the normalized yearly OPEX run rate down by a further NOK 5-10 million, which equals a yearly OPEX run rate of NOK 35-40 million. There are ongoing negotiations with industry players who have expressed interest in the acquisition of the Company’s inventory and/or production facilities and/or licensing certain of the Company’s IP rights. If successful, the Company will improve its funding further on top of the earlier mentioned lower OPEX run rate.
The information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Lars Bakklund, Interim CFO at the time and date stated herein.
NEXT Investor Contacts
Ulf Ritsvall
Chief Executive Officer
ulf.ritsvall@nextbiometrics.com
Lars Bakklund
Interim Chief Financial Officer