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The Board of Directors of Realfiction Holding AB (“Realfiction” or the “Company”) today announces its intention to resolve on a rights issue of units (shares and warrants of series TO3), with preferential rights for existing shareholders, amounting to initially a maximum of approximately SEK 36 million before deduction of transaction-related costs (the “Rights Issue”). The Rights Issue is covered by an underwriting commitment from Vator Securities AB (“Vator Securities”) amounting to SEK 21.6 million, corresponding to approximately 60 percent of the Rights Issue. Through the attached warrants of series TO3, the Company may in April 2027 receive additional proceeds. The Board of Directors’ resolution and the final terms of the Rights Issue, including the subscription price, are expected to be announced on October 1, 2026. The Board of Directors’ intention to resolve on the Rights Issue is subject to approval to amend the Articles of Association at an extra general meeting planned to be held on September 23, 2026 (“EGM 1”). The notices of EGM 1 and EGM 2 (as defined below) will be announced in separate press releases. The Board of Directors intends to resolve on the Rights Issue, issue of units to the underwriter Vator Securities and warrants to Fenja Capital II A/S (“Fenja Capital”), based on the authorization granted from the annual general meeting 2026. Realfiction intends to use the net proceeds from the Rights Issue, after repayment of part of the loan of SEK 4 million that the Company raised from Fenja Capital in May 2025, to finance the next stage of the commercialization of its Directional Pixel TechnologyTM (“DPT”). In connection with the Rights Issue, the Company has also renegotiated the outstanding loan from Fenja Capital. As part of the renegotiation, Realfiction has undertaken to issue warrants to Fenja Capital, free of charge. In order to fund operations until completion of the Rights Issue, the Company has raised a bridge loan of approximately SEK 2 million from Tellus Equity AB. Furthermore, the Board of Directors will propose a new incentive program for senior management and a shareholder will propose a new incentive program for the Board of Directors at a second extra general meeting also to be held on September 23, 2026 (“EGM 2”) (the “Incentive Programs”). By offsetting parts of future compensation and salary against the program, the Company expects to realize savings of approximately SEK 3.6 million over the next 24 months. The proposed program aims to align the Board of Directors’ and management’s long-term interests with those of the shareholders and support the implementation of the Company’s strategic transition toward a more scalable commercial model. Due to the Rights Issue and Incentive Programs, the Board of Directors has resolved to postpone the publication of the interim report for the third quarter of 2026 to November 30, 2026 instead of November 26, 2026 as previously communicated.
“We believe Realfiction has reached an important commercial inflection point. The core functionality of DPT has been demonstrated, our new patent-pending nematic SLM architecture has the potential to significantly accelerate industrialisation, and we continue to experience growing interest from leading global technology and display companies. Several industry participants are currently evaluating opportunities to engage with Realfiction as we move towards the next stage of commercialization, including potential participation in the development and evaluation of a commercially representative DPT platform. Our objective is now to complete the physical validation of the nematic SLM architecture and deliver the evaluation platform requested by prospective customers. Subject to successful validation, we believe this could pave the way for customer-funded development partnerships, future licensing opportunities and broader strategic alternatives currently being explored as part of the Company's ongoing strategic review," says Clas Dyrholm, CEO of Realfiction.
Summary
Background and motive
Realfiction has reached a pivotal stage in its development. Having validated the core functionality of DPT through multiple working demonstrators, the Company's focus has shifted from proving the technology to enabling its scalable industrialisation and commercial deployment. With a promising nematic SLM approach now undergoing physical validation, growing commercial interest from leading global technology and display companies, and an ongoing strategic review supporting future partnership and licensing opportunities, the Company is well positioned to advance towards its next value-creating milestones. Realising this potential, however, requires securing the necessary financial platform.
To finance the Company’s repayment of part of the loan of SEK 15 million that the Company raised from Fenja Capital in May 2025 (of which approximately SEK 11 million plus interest since July 1, 2026 remains outstanding today), and to secure the Company’s working capital requirements and to enable the execution of its business plan and strategy, the Board of Directors has resolved on the intention to carry out the Rights Issue. If fully subscribed, the Rights Issue is estimated to provide Realfiction with approximately SEK 36 million before transaction-related costs. Realfiction intends to use the net proceeds from the Rights Issue, after repayment of part of the outstanding loan from Fenja Capital with an aggregate amount of approximately SEK 4 million, to finance the Company’s next stage of commercialization of DPT. The proceeds are intended to complete the physical validation of the Company's patent-pending nematic Spatial Light Modulator (SLM) approach, which has been designed to leverage existing LCD manufacturing infrastructure while preserving the core capabilities of DPT. Successful physical validation is expected to substantially reduce industrialization complexity and enable the development of a commercially representative DPT evaluation platform for demonstration and evaluation by prospective industry participants. The evaluation platform is intended to support customer evaluations, potential development partnerships and future licensing discussions, while the remaining proceeds will provide general working capital to support the Company's commercial activities and strategic review.
Based on the level of underwriting commitment, the Company expects the net proceeds from the Rights Issue to provide a financial runway until June 2027 assuming that the Incentive Programs are approved by EGM 2. This estimate excludes any potential revenues or other funding that may arise from third-party participation in development of, or evaluation of, the Company's DPT evaluation platform. Furthermore, net proceeds from warrants of series TO3 during April 2027 are intended to be used as further working capital, supporting an extended financial runway and repayment of the New Loan.
Rights Issue
The Board of Directors of Realfiction intends to resolve on a rights issue of units (shares and warrants of series TO3), with preferential rights for existing shareholders, amounting to initially a maximum of approximately SEK 36 million before deduction of transaction-related costs, based on the authorization granted from the annual general meeting 2026.
The Board of Directors’ resolution and the final terms of the Rights Issue, including the subscription price, are expected to be announced on October 1, 2026. The Board of Directors’ intention to resolve on the Rights Issue is subject to approval to amend the Articles of Association at EGM 1, planned to be held on September 23, 2026. The Board of Directors intends to resolve on the Rights Issue, to issue units to the underwriter Vator Securities and warrants to Fenja Capital based on the authorization granted from the annual general meeting 2026. The information in this press release is preliminary and reflects the Board of Directors’ intentions as of the date of this press release.
The Company’s shareholders will have preferential rights to subscribe for units in the Rights Issue in proportion to the number of shares held on the record date. Information regarding how many unit rights is received for a certain number of existing shares, as well as how many unit rights are required to subscribe for one unit, is expected to be announced on October 1, 2026. The Company intends to issue one (1) warrant of series TO3 per one (1) new share in the Rights Issue. Furthermore, any interim shares/shares issued through the exercise of warrants of series TO2 during September 2026 will accordingly carry preferential rights in the Rights Issue. The general public will also have the right to subscribe for units in the Rights Issue.
The subscription price in the Rights Issue is intended to correspond to a TERP (Theoretical Ex-Rights Price) discount of approximately 35 percent to the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the period from and including September 3, 2026 up to and including September 30, 2026, however not lower than the quota value of the share (SEK 0.10) and not higher than SEK 1 (rounded to the nearest whole öre). Warrants of series TO3 will be issued free of charge.
The subscription period for the Rights Issue is expected to run from and including October 13, 2026 up to and including October 27, 2026. The last day of trading in the Company’s share including the right to receive unit rights in the Rights Issue is expected to be October 7, 2026. The first day of trading in the Company’s share excluding the right to receive unit rights is expected to be October 8, 2026. The record date of the Rights Issue is hence expected to be October 9, 2026.
Underwriting commitment
Realfiction has entered into an agreement regarding underwriting with Vator Securities, on customary terms, conditional upon the Rights Issue being resolved, amounting in total to SEK 21.6 million, corresponding to approximately 60 percent of the Rights Issue. For the underwriting commitment, a commission of 16 percent of the underwritten amount will be paid in cash compensation, alternatively 16 percent, plus an additional 2 percent in cash, in the event the underwriter chooses compensation in the form of additional units in the Company. Vator Securities has the required authorization to act as underwriter and has entered into separate put option agreements with a number of investors for the transfer of any units allocated upon fulfillment of the aforementioned underwriting.
The underwriting commitment is a so-called bottom up underwriting, covering subscriptions up to approximately 60 percent of the Rights Issue, however not more than SEK 21.6 million. The underwriting commitment is not secured through bank guarantee, blocked funds, pledges or similar arrangements.
Should Vator Securities choose to receive underwriting compensation in the form of additional units, the Board of Directors intends to resolve on a directed issue of such units to Vator Securities based on authorization granted from the annual general meeting 2026. The terms of any such directed issue will correspond to the terms of the Rights Issue and will be announced separately.
Both Fenja Capital and Tellus Equity AB have entered into put option agreements with Vator Securities in connection with the Rights Issue. Vator Securities shall have the right to satisfy its obligation to pay for the relevant units in the Rights Issue through set-off against e.g. transferred existing loan receivables.
Warrants of series TO3
Warrants of series TO3 will be issued free of charge. One (1) TO3 is intended to entitle the holder to subscribe for one (1) new share during April 2027. The exercise price shall correspond to 70 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during a measurement period of ten (10) trading days ending two (2) trading days before the beginning of the exercise period. The minimum exercise price shall correspond to the share’s quota value and the highest possible exercise price to 140 percent of the subscription price in the Rights Issue. TO3 is intended to be admitted to trading on Nasdaq First North Growth Market.
The final terms and conditions of warrants of series TO3, including the exercise period, are expected to be announced on October 1, 2026, along with the detailed terms of the Rights Issue.
Indicative timetable for the Rights Issue
Information Memorandum
An Information Memorandum containing the complete terms and conditions of the Rights Issue is intended to be published through a separate press release on or around October 9, 2026 and will be available on the Company’s website (www.realfiction.com).
Bridge loan and renegotiation of outstanding loan
To ensure the Company’s liquidity requirements until the Rights Issue has been completed, the Company has entered into an agreement for a bridge loan totaling SEK 2 million from Tellus Equity AB. The bridge loan bears an arrangement fee of 5 percent and fixed interest of 5 percent for the bridge period ending on November 15, 2026. The loan is to be repaid in connection with completion of the Rights Issue or, at the latest, by November 15, 2026. If the bridge loan has not been repaid in full by the maturity date, default interest will accrue at a rate of 4 percent for each commenced monthly period.
In connection with the Rights Issue, the Company has renegotiated the outstanding amount of SEK 11 million of the initial loan of SEK 15 million raised in May 2025 from Fenja Capital. For further details, please see the Company’s press release from May 28, 2025. The Company will, in connection with the Rights Issue, repay a nominal amount of SEK 4 million under the loan, together with accrued interest. After repayment, approximately SEK 7 million will be outstanding under the New Loan. The New Loan is subject to an arrangement fee of 4 percent of the loan amount and the loan bears an annual interest rate at STIBOR 3M (however minimum 3 percent) plus an interest margin of 11 percent, paid on a quarterly basis. The maturity date for the New Loan occurs December 31, 2027 after the repayment of SEK 4 million under the existing loan as described above. Out of the proceeds received by the Company upon exercise of the warrants of series TO3, 50 percent of the net proceeds shall be used to amortize the New Loan up to the full amount of approximately SEK 7 million.
The New Loan must be repaid in full upon any new share issue by the Company (subject to customary exceptions, e.g. not applicable to the intended Rights Issue), the Company may not take up further loans without Fenja Capital’s written consent, and Fenja Capital has a right to participate in any directed share issue by set-off against the New Loan and a preferential right to enter into put option agreements in any future rights issue. From and including June 30, 2027, the Company must amortise the New Loan to the extent the outstanding amount exceeds 10 percent of the Company’s market capitalisation at any interest payment date. In the event of default, any outstanding amount under the New Loan, including any due interest, will accrue compounding default interest at four (4) percent per 30-day period, replacing the ordinary interest. Furthermore, Fenja Capital may convert amounts outstanding under the New Loan into shares through directed share issues at a discount, and the Company is required to carry out a rights issue within 15 days with secured proceeds sufficient to repay the New Loan in full and to fund the Company’s operations for a minimum of 12 months.
In connection with the New Loan, Realfiction has also undertaken to issue warrants of series 2026/2031 to Fenja Capital, free of charge. The number of warrants of series 2026/2031 to be issued shall correspond to a total dilution of 5 percent (rounded downwards to the nearest whole number of shares) calculated on the total number of shares outstanding in the Company immediately after the completion of the planned Rights Issue (including any potential units issued to Vator Securities as agreed remuneration for the underwriting in the Rights Issue). The exercise price for the warrants shall correspond to 140 percent of the subscription price in the Rights Issue, rounded to the nearest whole öre. The warrants will be subject to terms and conditions that contain recalculation terms that entail a so-called "full dilution protection", meaning that Fenja Capital, with certain exceptions, shall be compensated in the event of corporate actions so that Fenja Capital always has the right to subscribe for shares corresponding to a total dilution of 5 percent calculated on the total number of outstanding shares in the Company. In the event of a dilutive corporate action, Fenja Capital shall have the right to be granted additional warrants to maintain a total dilutive effect of 5 percent of the total number of shares following such corporate action, with the exercise price of such additional warrants adjusted to the lower of (a) 140 percent of the subscription price in the relevant corporate action and (b) any recalculated exercise price determined in accordance with the warrant terms and conditions. Fenja Capital's rights regarding additional warrants shall continue to apply even after the New Loan has been repaid or the loan agreement has expired, and shall only cease to apply once the warrants mature on August 31, 2031.
The Board of Directors intends to resolve to issue warrants of series 2026/2031 to Fenja Capital based on the authorization granted from the annual general meeting 2026, immediately after completion of the Rights Issue. If the Company has not issued and registered the warrants by January 29, 2027, Fenja Capital shall be entitled to request cash compensation. The warrants will be exercisable for subscription of ordinary shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office up to and including August 31, 2031. The warrants will not be admitted to trading.
Implementation of Incentive Programs to provide for a longer runway
In connection with the Rights Issue, EGM 2 will be asked to resolve on the proposed Incentive Programs under which the Board of Directors and members of senior management will replace a significant portion of their future cash remuneration with equity-based remuneration in the form of options (the "Options"), subject to approval by EGM 2.
A maximum of 40,000,000 options will be allotted the to Board of Directors and a maximum of 20,000,000 options will be allotted to the senior management.
Each option entitle the holders a right to acquire one new share in the Company against cash consideration at a subscription price amounting to the higher of: a) the subscription price in the upcoming Rights Issue, however not lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including October 13, 2026 up to and including October 27, 2026. The subscription price and the number of shares that each option entitles right to may be subject to re-calculation in the event of a bonus issue, split, rights issue etc. In order to enable delivery of shares under the Incentive Programs, it will also be proposed that EGM 2 resolves on a directed issue of warrants and approval of transfer of warrants.
The Options are intended to vest monthly over a period of twenty-four (24) months, with one twenty-fourth (1/24) vesting each month, and vested Options may be exercised during 30 days from the day following after the announcement of the Company’s quarterly reports. The options may in no event be exercised later than 31 December 2031. The 24-month vesting period constitutes a deviation from the three-year period generally recommended under Swedish market practice, and the reasons for such deviation will be set out in the EGM 2 documentation in accordance with applicable market practice.
In addition, EGM 2 will be asked to approve a proposal to reduce the cash remuneration payable to the Board of Directors to SEK 0 for the relevant remuneration period.
Together, these measures are expected to realize cash savings of approximately SEK 3.6 million over the next 24 months, thereby contributing to preserving the Company's cash resources and extending its cash runway. The proposed Incentive Programs aim to align the long-term interests of the Board of Directors and management with those of the shareholders and support the implementation of the Company’s strategic transition toward a more scalable commercial model. The Options will be allotted free of charge to the participants, in lieu of reduced cash remuneration and salaries.
Further information on the Incentive Programs, such as timeline, existing incentive programs and dilution effects, will be included in the notice of EGM 2.
EGM 1 and EGM 2
The Board of Directors’ intention to resolve on the Rights Issue is subject to approval to amend the Articles of Association at EGM 1, planned to be held on September 23, 2026. Furthermore, the Incentive Programs and the related proposal to amend the resolution on Board remuneration adopted by the 2026 annual general meeting will be proposed at EGM 2, also planned to be held on September 23, 2026. The notices of EGM 1 and EGM 2 will be announced in separate press releases.
Postponement of interim report for the third quarter of 2026
Due to the Rights Issue and Incentive Programs, the Board of Directors has resolved to postpone the publication of the interim report for the third quarter of 2026 to November 30, 2026 instead of November 26, 2026 as previously communicated.
Advisors
Navia Corporate Finance (www.naviacorporatefinance.com) acts as financial advisor and Sole Bookrunner in connection with the Rights Issue. Fredersen Advokatbyrå AB acts as legal advisor to the Company in connection with the Rights Issue. Vator Securities AB acts as issuing agent in connection with the Rights Issue.
For more information about Realfiction Holding AB, please contact:
Clas Dyrholm, founder and CEO
Telephone: +45 25 22 32 81
Email: clas@realfiction.com
www.realfiction.com
Certified Adviser
Mangold Fondkommission AB is the company's Certified Adviser and can be contacted via ca@mangold.se or +46 8 503 015 50.
This information is information that Realfiction 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 2026-08-20 22:45 CEST.
About Realfiction Holding AB
Founded in Denmark in 2008, Realfiction is a provider of cutting-edge 3D display technologies designed for tomorrow’s needs, featuring technological breakthroughs with its Directional Pixel Technology for LCD, OLED and microLED. These technologies support a wide range of use cases, including enhancing driving safety, medical imaging, immersive gaming and entertainment, digital signage, as well as applications in architecture, engineering, and design. The Company offers a comprehensive intellectual property portfolio tailored for OEMs and Tier-1 partners involved in developing and marketing displays for markets and industries requiring high-resolution multistereoscopic displays. All technologies are ready for licensing, and Realfiction is actively pursuing commercial licensing agreements and partnerships to pave the way to mass production. Realfiction's IP portfolio comprises 15 patent families and registered trademarks, including patent applications filed in multiple countries. Realfiction Holding AB’s shares are publicly traded on Nasdaq Stockholm First North under the symbol “REALFI”, with the share’s ISIN code being SE0009920994.
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Realfiction. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Realfiction will only be made through the Information Memorandum that Realfiction intends to publish on or around October 9, 2026 on Realfiction’s website, www.realfiction.com.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Realfiction have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
This press release is distributed and directed only to persons in the United Kingdom who are (i) investment professionals within the meaning of 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 press release may lawfully be communicated, falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons must not act on or rely on the information contained in this press release. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will only be engaged in with Relevant Persons. Persons distributing this communication must satisfy themselves that such distribution is lawful.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
This information, the opinions and the forward-looking statements included in this press release are only applicable as of this date and may change without any notice thereof. Realfiction does not undertake to publish any updates or amendments of forward-looking statements, future events or similar circumstances other than what is required by applicable legislation.