Klaria has secured subscription and underwriting commitments equivalent to approximately 75.3 percent of the rights offering, as well as bridge financing of approximately SEK 30.7 million

NOT FOR PUBLIC DISCLOSURE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD BE ILLEGAL OR REQUIRE ADDITIONAL MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW. SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Klaria Pharma Holding AB (publ) (“Klaria” or “the Company”) has convened an extraordinary general meeting on October 5, 2026, to resolve, among other matters, on a rights offering of up to 61,494,038 units at a subscription price of SEK 2.40 per unit, corresponding to proceeds from the offering of up to approximately 147.6 MSEK before offering expenses (the “Rights Offering”). The Company announces today, October 8, 2026, that the Rights Offering is covered by subscription commitments totaling approximately 37.1 MSEK and underwriting commitments totaling approximately 74.1 MSEK. In total, these commitments amount to approximately SEK 111.1 million, or approximately 75.3 percent of the Rights Offering. The Company has also entered into agreements for bridge financing totaling approximately SEK 30.7 million. The bridge financing is intended to provide the Company with liquidity to enable the settlement of short-term payment obligations and thereby strengthen the conditions for an orderly capital raise. A portion of the subscription proceeds may be paid through set-off. The portion paid through set-off does not provide the Company with new cash but reduces the Company’s debt by the corresponding amount.

The proposed transaction would entail a fundamental change in Klaria’s financial position. The Company would transition from a historically strained balance sheet to a position that is, in practice, debt-free, which would give Klaria the strongest balance sheet in the Company’s history.

This change is taking place at a critical juncture, as Klaria approaches commercialization in collaboration with CNX Therapeutics. The focus can thus increasingly be directed toward realizing the commercial value of the company’s product portfolio.

The significantly strengthened balance sheet also improves Klaria’s position in ongoing business development and partnering processes. A stronger financial position, increased strategic flexibility, and a reduced need for external financing enable the company to conduct these discussions from a significantly stronger negotiating position than before, concludes Fredrik Hubinette, Chairman of the Board of Klaria Pharma Holding AB.

Summary

• The Rights Offering is covered in total by subscription and guarantee commitments of approximately 111.1 MSEK, corresponding to approximately 75.3 percent of the Rights Offering.
• Subscription commitments, with and without unit rights, amount to approximately SEK 37.1 million, corresponding to approximately 25.1 percent of the Rights Offering. Of the subscription commitments, with and without unit rights, approximately SEK 8.79 million, including accrued interest as of October 5, 2026, may be offset in accordance with the resolution of the shareholders’ meeting, and an additional maximum of approximately SEK 5.23 million, subject to the Board of Directors’ approval. No compensation is payable for the subscription commitments.
• Guarantee commitments totaling approximately SEK 74.1 million have been provided through Vator Securities AB (“Vator Securities”) and consist of a bottom-up guarantee of approximately SEK 34.0 million and a supplementary guarantee in addition to the bottom-up guarantee (“top-up guarantee”) of approximately SEK 40.1 million. Drawdowns are made in accordance with the terms of the guarantee agreement. Of the guarantee commitments, a maximum of SEK 34.7 million is expected to be settled through set-off if the Board of Directors approves it.
• The Company has entered into bridge financing agreements totaling approximately SEK 30.7 million. A significant portion of the bridge lenders have committed, through separate undertakings, to subscribe for units in the Rights Offering. Payment may, to a certain extent, be made by set-off if the Board of Directors approves it. 
• The maximum total set-off amount in the Rights Offering through subscription commitments, guarantee commitments, and via bridge lenders who are allocated units is estimated to amount to approximately SEK 48.7 million if the Board of Directors approves such set-offs.
• The obligations are not secured by a bank guarantee, escrow, pledge, or similar arrangement.

Summary of the Rights Offering

Full terms and conditions will be set forth in the offering documentation that the Company intends to publish prior to the start of the subscription period.

Subscription Commitments and Guarantee Commitments

Subscription commitments, with and without the support of unit rights, totaling approximately SEK 37.1 million have been submitted by existing shareholders and external investors. No compensation is payable for the subscription commitments. Payment under certain subscription commitments may, subject to the Board’s approval, be made by set-off against corresponding valid and set-off eligible claims against the Company. The total maximum amount that may be paid by set-off within the framework of the Rights Offering is estimated to amount to approximately SEK 48.7 million. The actual amount set off depends on, among other things, the outcome of the Rights Offering, the allocation, the scope of each commitment, the final determined amounts of the receivables, and whether the necessary corporate law requirements for set-off are met. To the extent that payment is made through set-off, the Company will not receive the corresponding cash proceeds, but the Company’s debt and cash repayment requirements will be reduced by the corresponding amount.

In addition, Vator Securities has provided guarantee commitments totaling approximately SEK 74.1 million, of which a minimum guarantee of approximately SEK 34.0 million and a maximum guarantee of SEK 40.1 million.  The guarantee commitments may be drawn upon only to the extent that the Rights Offering is not subscribed for with and without the support of unit rights, up to the levels and within the ranges specified in the guarantee agreement; that is, if the Rights Offering is subscribed for in an amount of approximately SEK 111.1 million, the guarantee commitments will not be drawn upon. The floor guarantee is invoked before the ceiling guarantee. Vator Securities has entered into separate put option agreements with a number of investors. The put option agreements govern Vator Securities’ right, on the terms specified in each agreement, to transfer such units as Vator Securities may subscribe for and be allocated as a result of the guarantee commitments being invoked. The investors are not parties to the guarantee agreement with the Company and have not, through the put option agreements, provided guarantee commitments directly to the Company. Vator Securities is the Company’s direct contractual counterparty and guarantor.

For the floor guarantee, a guarantee fee of 12 percent of the guaranteed amount is payable in cash or, subject to the required corporate resolution, 14 percent in units. For the ceiling guarantee, a guarantee fee of 14 percent of the guaranteed amount is payable in cash or, subject to the required corporate resolution, 16 percent in units. Units provided as compensation are intended to be issued on terms corresponding to the terms of the Rights Offering. The final form of the guarantee compensation shall be determined in accordance with the guarantee agreement and the necessary corporate resolutions.

Allocation Instructions

Allocation of units subscribed for without unit rights shall take place only after allocation to those who have subscribed using unit rights and in accordance with the allocation principles set forth in the offering resolution.  The underwriting commitments apply only to that portion of the Rights Offering that has not subsequently been subscribed for and paid for through ordinary subscription. The minimum guarantee is invoked before the maximum guarantee.

The subscription and guarantee commitments are not secured by a bank guarantee, blocked funds, pledges, or similar arrangements.

Indicative timeline

In the Company’s previous communication, it was stated that trading in unit rights would continue through October 28, 2026. The correct last trading day is October 23, 2026. Trading in BTUs will continue until the Rights Offering has been registered with the Swedish Companies Registration Office.

Bridge financing

The Company has entered into agreements for bridge loans totaling approximately SEK 30.7 million with a group of existing shareholders and external investors: AB Strati, Fenja Capital, Almida Holding AB, L Byström, M Berglund, and C Zenker. The bridge loans are intended to provide the Company with liquidity ahead of the Rights Offering and to enable the settlement of short-term payment obligations. The Company assesses that the loans have been granted on arm’s-length terms.

A significant proportion of the bridge loan providers have, through separate commitments, pledged to support the Rights Offering by subscribing for units. To the extent that a bridge lender subscribes for and is allocated units and thereby becomes obligated to pay subscription proceeds, the payment obligation may, if approved by the Board of Directors, be satisfied by set-off against a corresponding, valid, and set-off eligible claim against the Company.

Advisors

Carlsquare AB is the financial advisor and the law firm Glimstedt is the legal advisor to Klaria in connection with the Rights Offering. The law firm Lindahl KB and Pro Rata AB are advisors to Carlsquare. Vator Securities is the underwriter and guarantor for the Rights Offering.

For further information

Fredrik Hübinette, Chairman of the Board
Email: info@klaria.com
Phone: 08-446 42 99

Important Information

This press release does not constitute a prospectus or other offering document and does not contain complete information regarding the Rights Offering, the Company, or the securities covered by the Rights Offering. Full terms and conditions, instructions, and other relevant information will be set forth in the offering documentation that the Company will publish prior to the start of the subscription period. Investors should not subscribe for or acquire securities referred to in this press release except on the basis of the information contained in such offering documentation.

This press release does not constitute an invitation or an offer to acquire, sell, subscribe for, or otherwise trade in shares, unit rights, BTUs, warrants, or other securities in Klaria. An offer to subscribe for units will be made solely through the offering documentation that the Company intends to publish.

The disclosure, publication, or distribution of this press release may be subject to legal restrictions in certain jurisdictions. Persons receiving this press release are responsible for familiarizing themselves with and complying with such restrictions. This press release may not be disclosed, published, or distributed, directly or indirectly, in or to any jurisdiction where such action would be unlawful or would require additional registration or other measures beyond those required under Swedish law.

Forward-Looking Statements

This press release may contain forward-looking statements. Such statements are based on the Company’s current assessments and assumptions and are subject to risks and uncertainties. Actual results may therefore differ materially from what is expressly or implicitly stated. The statements are valid only as of the date of this press release. The Company undertakes no obligation to publish updates or revisions other than to the extent required by applicable law and applicable marketplace rules.

For more information, visit the  Klaria Pharma Holding website klaria.com or contact:

Fredrik Hübinette, Chairman of the Board of Directors
info@klaria.com
Tel: +46 (0) 8-446 42 99

This is Klaria Pharma Holding AB

Klaria (Klaria Pharma Holding AB) is a Swedish listed pharmaceutical company that develops innovative, rapid-acting products. By combining patented technology of a film that attaches to the oral mucosa and well proven pharmaceuticals, the company has developed a drug distribution concept with many benefits and potential uses. Klaria is listed on Nasdaq First North Growth Markets under the short name KLAR. FNCA Sweden is Certified Advisor (info@fnca.se, +46(0) 8-528 00 399) for Klaria Pharma Holding AB. For more information, see www.klaria.com.