The Board of Directors of M.O.B.A. Network AB (publ) (the “Company”) has received a proposal regarding a new issue of maximum 11,915,962 shares with deviation from the shareholders’ preferential rights (the “Directed Issue”) and an authorization for the Board to issue additional shares, warrants and convertibles in the company (the “Issue Authorization”, together the “Proposal”). The purpose of the Proposal is to secure timely financing of the Company’s Amortization Undertaking under the Bonds (terms as defined below). Under the Proposal, the intended subscribers have informed of their intent to enter into binding subscription undertakings in respect of the Directed Issue and voting undertakings in respect of the Proposal. The Board intends to convene an extraordinary general meeting for the Company’s shareholders to resolve on the Proposal.
Background and purpose
On 26 May 2023, the Company issued corporate bonds in an original nominal amount of EUR 25,000,000 (the “Bonds”). Following an amendment of the terms and conditions of the Bonds, the Company is, amongst other things, required to amortize at least EUR 10,000,000 on the Bonds no later than by 30 September 2026 (or by such date have binding agreements in place to ensure that an amortization will be made). As of the date of this press release, the Company has already amortized EUR 9,000,000 on the Bonds, and thus has a remaining amortization obligation of at least an additional EUR 1,000,000 (the “Amortization Undertaking”). Failure to fulfill the Amortization Undertaking constitutes a breach of the terms and conditions of the Bonds and an event of default thereunder.
Against this background, the Chairman of the Board David Nylén and Board member Robin Stenman have, in their individual capacities as proposers (the “Proposers”) and not as a formal Board proposal, submitted a proposal to the Board regarding the Directed Issue.
The Directed Issue
The Proposers propose a directed issue of maximum 11,915,962 shares, with a subscription price of SEK 0.95 per share entailing total issue proceeds of maximum SEK 11,320,163.90 and an increase of the share capital by maximum SEK 1,191,596.20. The subscription price has been determined by the Proposers negotiating on an arm’s length basis with the intended subscribers and corresponds to both the closing price of the Company’s share on Nasdaq First North Growth Market on 14 September 2026 and the volume-weighted average price (VWAP) of the Company’s share during the ten trading days up to and including 14 September 2026. Of the total issue proceeds, SEK 4,450,000.45 is to be paid in cash and SEK 6,870,163.45 is to be paid by offsetting Bonds in a nominal amount of EUR 605,000 plus accrued interest on such amount, thereby reducing the Amortization Undertaking by EUR 605,000.[1] Any cash proceeds from the Directed Issue are intended to be used to finance the Company’s remaining payment obligation under the Amortization Undertaking.
The right to subscribe for the new shares is proposed to be granted to the following subscribers who all are existing shareholders in the Company[G&D1] :
· NanoCap Group AB: maximum 1,052,632 shares, corresponding to maximum SEK 1,000,000.40 to be paid in cash.
· Henrik Kvick (in person or indirect via a company): maximum 1,894,737 shares, corresponding to maximum SEK 1,800,000.15 to be paid in cash.
· AB Rugosa Invest: maximum 210,526 shares, corresponding to maximum SEK 199,999.70 to be paid in cash.
· BGF Foundation AB: maximum 1,263,158 shares, corresponding to maximum SEK 1,200,000.10 to be paid in cash.
· The estate of Eva Gottschlich (a related party of Mikael Gottschlich (Board member)): maximum 7,231,751 shares, corresponding to maximum SEK 6,870,163.45 to be paid by way of set-off.
· Björn Mannerqvist (Board member) (in person or indirect via a company): maximum 263,158 shares, corresponding to maximum SEK 250,000.10 to be paid in cash.
To the extent an eligible subscriber does not subscribe for the full number of shares set out above, the Board shall be entitled to allocate such unsubscribed shares among one or more of the other eligible subscribers. The intended subscribers have communicated their intent to enter into binding subscription undertakings in respect of their maximum subscription allocation under the Directed Issue and voting undertakings in respect of the Proposal, conditional upon similar undertakings being entered into by each of the other eligible subscribers.
Upon full subscription of the Directed Issue, the number of shares in the Company would increase by maximum 11,915,962 shares, from 22,682,820 shares to maximum 34,598,782 shares, corresponding to a dilution of approximately 34.44 percent of the number of shares and votes in the Company.
The Issue Authorization
The Proposers further propose an issue authorization for the Board to resolve on a new issue of shares, warrants and convertibles within the limits of the Company’s articles of association, as applicable from time to time.
Complete Proposal
The Board is in support of the Proposal and will publish the complete Proposal, including the Proposers’ reasoning in respect of the deviation from the shareholders’ preferential rights and the subscription price, in a separate press release convening an extraordinary general meeting along with additional information on the extraordinary general meeting.
[1] The claim under the Bonds has been converted to Swedish kronor applying an exchange rate of SEK 11.281 per euro. The exchange rate has been determined through negotiations between the Proposers and the subscriber and corresponds to the exchange rate published by the Swedish Central Bank (Riksbanken) on 14 September 2026, and is on that basis considered to be on market terms.
Contacts
Björn Mannerqvist, CEO
info@wearemoba.com
https://wearemoba.com
Certified Adviser - FNCA Sweden AB
About M.O.B.A. Network
M.O.B.A. Network owns and operates a diversified portfolio of gaming community platforms and in-game apps, with a vision to become the go-to destination for gamers and creators worldwide. Engaging millions of users across the worldʼs most popular games, the company monetizes its platforms primarily through advertising, with an increasing share of subscription-based revenue. Headquartered in Stockholm, Sweden, M.O.B.A. Network is publicly listed on Nasdaq First North Growth Market under the ticker 'MOBA'.
For more information, please visit wearemoba.com
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This information is information that M.O.B.A. Network is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-09-14 22:10 CEST.