The Subscription Period in Clinical Laserthermia Systems AB' Rights Issue of Units Begins Today

NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, RUSSIA, BELARUS, OR ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION, OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES. SEE THE SECTION "LEGAL RIGHTS AND IMPORTANT INFORMATION" IN THE PRESS RELEASE PUBLISHED 23 JULY 2026.

Today, 4 August 2026, is the first day of the subscription period in Clinical Laserthermia Systems AB’ (publ) (“CLS” or the “Company”) rights issue of units (consisting of shares and two series of warrants), with preferential rights for the Company's existing shareholders (the "Rights Issue"), which was resolved by the Board of Directors on 22 July 2026. The subscription period runs from today until 18 August 2026. The initial issue volume amounts to approximately SEK 39.5 million and is covered by pre-subscription and guarantee undertakings totaling approximately SEK 29 million, corresponding to approximately 73.4 percent of the Rights Issue. Please note that each bank may have different deadlines. This announcement is for informational purposes only and does not constitute an offer to subscribe for or purchase securities. For full terms and conditions of the Issue, reference is made to the company announcement published on 23 July 2026.

Summary of the Rights Issue:

• Shareholders who were registered in the share register maintained by Euroclear Sweden AB as of the record date, 31 July 2026, have received one (1) unit right for each share held on the record date. Six (6) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of four (4) new B-shares and three (3) warrants of series TO 9 B (“Unit”).
• The Rights Issue comprises a maximum of 5,194,432 units, corresponding to a maximum of 20,777,728 new B-shares and a maximum of 15,583,296 warrants of series TO 9 B.
• The subscription price amounts to SEK 7.60 per unit, corresponding to SEK 1.90 per new B-share. Warrants of series TO 9 B are issued free of charge.
• Upon full subscription of the Rights Issue, the Company will initially be provided with approximately SEK 39.5 million before deduction of transaction-related costs.
• The net proceeds from the Rights Issue will be used primarily for acceleration of the commercialization and market penetration of Prism Neuro Laser Therapy System, core operations and working capital as well as expansion of the Company’s partnership model.
• Under the assumption of full subscription of the initial Rights Issue and full exercise of all warrants of series TO 9 B, the Company may receive additional proceeds of approximately SEK 29.6 million before deduction of transaction-related costs.
• The subscription period for the Rights Issue will run from today, 4 August 2026, up to and including 18 August 2026 and the trading period for unit rights will run from 4 August 2026 up to and including 13 August 2026.
• The Rights Issue is covered by subscription and guarantee undertakings amounting to approximately SEK 29 million, corresponding to approximately 73.4 percent of the Rights Issue.

Background

The Board of Directors does not believe that the existing working capital is sufficient for the current needs during the coming twelve-month period. In order to provide working capital to strengthen the Company's balance sheet through increased financial flexibility, support an accelerated commercialization and market establishment of the Company's product portfolio under the ClearPoint Prism® brand and expansion of the Company's partnership model, the Board of Directors has resolved on a rights issue of units.

The Rights Issue shall be carried out with preferential rights for existing shareholders, but the general public will also be given the opportunity to subscribe for units in the Rights Issue. The proceeds from the Rights Issue, including the exercise of attached warrants of series TO 9 B, are intended to be used to support an accelerated commercialization and market establishment of the Company's Prism portfolio as well as expansion of the Company's partnership model in market segments also outside of neurosurgery. This is planned to be carried out with activities within the realization of the Company's Prism pipeline in collaboration with the Company's strategic partners and expansion of market approval for the Prism portfolio in the US and Europe as well as investments for scale-up.

The Company has a minimum net capital need of approximately SEK 45 million until expected positive cash flow in Q1 2028. With a fully subscribed Rights Issue, as well as full exercise of the attached warrants during the exercise period from and including 1 March 2027 up to and including 15 March 2027, it is the assessment of the Board of Directors that CLS will be able to make immediate capital structure improvements and that no further financing needs will arise before the Company is expected to achieve a positive cash flow during the first quarter of 2028.

Use of proceeds

To meet the capital needs, CLS is now carrying out the Rights Issue, which if fully subscribed can initially provide the Company with approximately SEK 39.5 million before issue costs. The issue costs for the Rights Issue amount to a maximum of approximately SEK 5.7 million (of which approximately SEK 3.2 million relates to guarantee compensation, provided that it should be paid out in full, in cash). With net financing of approximately SEK 33.8 million in total (assuming full subscription and that the guarantee compensation is paid out in full, in cash), the Company intends to finance the following activities:

1. Towards accelerated market penetration and commercialization of the Prism Neuro Laser Therapy System in partnership with ClearPoint Neuro. (~60%)
2. Repayment of short-term bridge loan including accrued interest and fees (~19%)
3. Towards CLS core operations and working capital with expenses not directly related to accelerating commercialization of the Prism portfolio or expanding partnership model. (~11%)
4. Towards expanding CLS strategic partnership model into other market segments (~10%)

 

Advisors

Gemstone Capital ApS is acting as financial advisor and Foyen Advokatfirma is acting as legal advisor to CLS in connection with the Rights Issue. Vator Securities AB is acting as issuing agent.

 

 

For more information, please contact:

Dan J. Mogren, CEO Clinical Laserthermia Systems AB (publ)

Phone: +46 (0)705 90 11 40

E-mail: dan.mogren@clinicallaser.com

About CLS

Clinical Laserthermia Systems AB (publ), develops and sells TRANBERG® Thermal Therapy System and ClearPoint Prism® Neuro Laser Therapy System with sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy. The products are marketed and sold through partners for image-guided laser ablation. CLS is headquartered in Lund, Sweden, with subsidiaries in Germany, the United States and a marketing company in Singapore. CLS is listed on Nasdaq First North Growth Market under the symbol CLS B. Certified adviser (CA) is FNCA Sweden AB.

 

For more information about CLS, please visit the Company's website: www.clinicallaser.se

Information to distributors

In order to comply with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities offered have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company’s shares or warrants may decline and investors could lose all or part of their investment; the Company’s shares and warrants offer no guaranteed income and no capital protection; and an investment in the Company’s shares or warrants is compatible only with investors who do not need a guaranteed income or capital protection and who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company’s shares or warrants. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company’s shares and warrants and determining appropriate distribution channels.