NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 26 August 2026: Reference is made to the stock exchange announcement by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 26 August 2026, regarding a contemplated private placement (the “Private Placement”) of new shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 50 - 70 million (the "Offer Size") with a fixed price per Offer Share of NOK 22 (the "Offer Price"). The Private Placement was carried out pursuant to an authorization to increase the share capital in the Company granted by the Company's annual general meeting held on 20 May 2026 (the "Authorization").
The Company is pleased to announce that the Private Placement attracted strong interest from existing shareholders and certain new fundamental investors and was oversubscribed at the high end of the offer size range (i.e. NOK 70 million). On this basis, the Board has allocated 3,161,444 Offer Shares at the Offer Price. The allocated number of Offer Shares equals the maximum number of Offer Shares available under the Authorization.
The Company retained Pareto Securities AS as sole manager and bookrunner (the "Manager") to assist with the Private Placement.
The net proceeds from the Private Placement to the Company will be used for bridge funding until the Company expects to become cash flow positive from the second half of 2027, including investments in R&D for the roll-out of new products, continued onboarding of strategic partners and general working capital requirements.
The Company’s board of directors (the “Board") has today resolved to allocate the Offer Shares and to approve the share capital increase pertaining to the Private Placement. The Board has furthermore resolved to propose to convene an extraordinary general meeting in the Company (the “EGM”) which will be requested to grant the Board an authorisation to issue new shares in a potential Subsequent Offering (as defined below). The notice to the EGM will be attached to a separate stock exchange announcement to be published by the Company on or about 28 August 2026.
Notice of allocation and payment instructions to the applicants in the Private Placement will be communicated by the Manager on 27 August 2026 before 09:00 (CEST). The allocated Offer Shares will be delivered to the investor's VPS account on a delivery-versus-payment ("DVP") basis on 31 August 2026, subject to fulfilment of the Conditions (as set out below). The DVP settlement structure is facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Euronext Growth Oslo, pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager and the Company’s largest shareholder, Sonstad AS, closely associated with the chair of the Board, Jon Øyvind Eriksen. The Offer Shares will thus become tradable on Euronext Growth Oslo immediately after the notification of allocation on 27 August 2026.
Completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to the Authorization, and (ii) the Share Lending Agreement remaining in full force and effect (jointly referred to as the "Conditions").
Following (and subject to) the issuance and registration with the Norwegian Register of Business Enterprises of the share capital increase pertaining to the Private Placement (but prior to the Subsequent Offering), the Company will have a share capital of NOK 2,173,493.3125 divided into 34,775,893 shares.
Subscription by primary insiders and employees of the Company and lock-up
The following primary insiders in the Company, including members of the Board, have (through their respective holding companies, where applicable) been allocated Offer Shares for a total of NOK 17.95 million (approx. 25.8% of the Private Placement) at the Offer Price:
- Jon Øyvind Eriksen (Chairman): 454,545 Offer Shares equal to NOK 9,999,990;
- Kristian Kolberg (board member): 340,908 Offer Shares equal to NOK 7,499,976;
- Bente Sollid (board member): 4,545 Offer Shares equal to NOK 99,990;
- Rósa Stensen (CEO): 4,545 Offer Shares equal to NOK 99,990;
- Abhijit Saha Banik (CFO): 4,545 Offer Shares equal to NOK 99,990;
- Stein Ove Eriksen (CPO): 4,545 Offer Shares equal to NOK 99,990; and
- Håvard Pedersen Alstad (EVP Engineering): 2,272 Offer Shares equal to NOK 49,984.
The Company and primary insiders in the Company have furthermore all agreed to a 6-month lock-up in connection with the Private Placement.
Potential Subsequent Offering and equal treatment considerations
Completion of the Private Placement entails a deviation from the preferential rights of the existing shareholders. When resolving to conduct the Private Placement, the Board considered this deviation in light of the equal treatment obligations set out in the Norwegian Private Limited Liability Companies Act, Euronext Growth Oslo Rule Book – Part II and Oslo Stock Exchange's guidelines on equal treatment of shareholders. By structuring the Private Placement as a private placement with a Subsequent Offering, the Company was able to raise capital swiftly and efficiently in a volatile capital market, with significantly reduced completion risk compared to a rights issue and with a lower discount to the current trading price of the shares than a rights issue. A rights issue would furthermore be more costly and more time-consuming than the Private Placement, among other things due to the requirement to prepare and register a national prospectus, which, given the Company's current financial situation, is not desired prior to the Company having secured funds in the Private Placement. The Company also requires capital to bridge its needs until it is cash flow positive and it increases the Company’s chances of securing sufficient new capital that it can approach also new investors. On this basis, and an assessment of the current equity markets, the Board is of the opinion that there are sufficient grounds to deviate from the preferential rights of the existing shareholders and that the Private Placement is compliant with the said equal treatment obligations.
To limit the dilutive effects for the existing shareholders not participating in the Private Placement, the Board has resolved to convene an extraordinary general meeting on or about 11 September 2026 which will be requested to authorise the Board to resolve a share capital increase in connection with a potential subsequent offering of up to 500,000 new shares in the Company equal to gross proceeds of up to NOK 11 million (the "Subsequent Offering"). The Subsequent Offering will be directed towards existing shareholders in the Company as of 26 August 2026 (as registered in the VPS two trading days thereafter i.e. on 28 August 2026, who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar (the “Eligible Shareholders”).The subscription price in the Subsequent Offering will be equal to the Offer Price in the Private Placement. The Eligible Shareholders will receive non-transferable subscription rights in the Subsequent Offering. Oversubscription with subscriptions rights will be allowed. No subscription without subscription rights will be allowed.
The Subsequent Offering is subject to (i) completion of the Private Placement, (ii) approval by the EGM to authorise the Board to issue new shares in the Subsequent Offering and the Board resolving a share capital increase to issue new shares in the Subsequent Offering. The Board may decide that the Subsequent Offering will not be carried out if the Company's shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes. The Company will publish a national prospectus if and to the extent required pursuant to the Norwegian Securities Trading Act, chapter 7, item II.
Advisors
Pareto Securities AS is acting as sole manager and bookrunner in connection with the Private Placement.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.
Contacts
For more information, please contact:
Jon Øyvind Eriksen, chair of the Board, +47 93 06 03 30, admin@sonstad.no Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com
Disclosure
This information is considered to be inside information pursuant to the EU Market Abuse Regulation ("MAR") and is subject to the disclosure requirements pursuant to MAR article 17, Euronext Growth Oslo Rule Book – Part II, section 3.9 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Abhijit Saha Banik, CFO of the Company on 26 August 2026, at 23:10 (CEST).
About Huddly AS
Disruptive innovation is our heartbeat at Huddly. We're committed to pushing technology and challenging the status quo to empower human collaboration. Combining our industry-leading expertise in artificial intelligence, software, hardware, and UX, we craft intelligent camera systems that enable inclusive and productive teamwork. Huddly cameras are designed to provide high-quality, AI-powered video meetings on major platforms, including Microsoft Teams, Zoom, and Google Meet. With upgradable software, durable hardware, and engaging user experiences, they are the ideal choice for organizations seeking a future-proof, scalable, and sustainable solution. Founded in 2013, Huddly is headquartered in Oslo, Norway, with presence in the US and EMEA and distribution globally.
Important notice
This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the US Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to QIBs as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any EEA Member State.
In the United Kingdom, this communication is only being distributed to and is only directed at persons that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as amended together with any applicable implementing measures in any EEA Member State, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.