NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement published by Airthings ASA (the "Company") on 15 December 2025 regarding the commencement of the subscription period (the "Subscription Period") in the subsequent offering (the "Subsequent Offering") consisting of 250,000,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 0.10 per Offer Share.
By the end of the Subscription Period, the Company had received valid subscriptions for 38,070,847 Offer Shares in the Subsequent Offering. The Company’s board of directors has today resolved, pursuant to the authorization granted by the extraordinary general meeting held on 30 September 2025, to allocate a total of 250,000,000 Offer Shares at the Offer Price, raising gross proceeds of NOK 25 million. Of these Offer Shares, 38,070,847 have been allocated to subscribers in the Subsequent Offering, with the remaining Offer Shares allocated to the underwriters.
Investors that are allocated Offer Shares can access information on the number of Offer Shares allocated through VPS on or about 23 December 2025.
The due date for payment of the Offer Shares is on 5 January 2026. Subject to due payment of the Offer Shares by the subscribers, the share capital increase relating to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises (the "NRBE") on or about 12 January 2026 and the Offer Shares will thereafter be delivered to the VPS accounts of the allocated subscribers on or about 13 January 2026. First day of trading of the Offer Shares on Euronext Oslo Børs is expected on or about 13 January 2026, after the share capital increase relating to the Subsequent Offering is registered with the NRBE. A separate announcement will be made when the share capital increase has been registered.
DNB Carnegie, a part of DNB Bank ASA (the "Manager") is acting as manager in connection with the Subsequent Offering. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
About Airthings
Airthings is a leading global technology company specializing in award-winning radon detectors and indoor air quality (IAQ) monitors for homes, workplaces, and schools. With a mission to empower people worldwide to understand and improve the air they breathe, Airthings offers accessible, accurate, and user-friendly solutions designed to enhance health and well-being through simple and affordable technology. Airthings has sold over 1 million devices worldwide. The company and its products have received the TIME Best Inventions Award and CES Innovation Award Honor. Headquartered in Oslo, Norway, with additional offices in the United States, Airthings continues to innovate and educate on the importance of continuous indoor air quality monitoring. For more information on Airthings’ comprehensive range of IAQ solutions and the benefits of healthy indoor air, please visit airthings.com.
Important notices:
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 U.S. Securities Act of 1933, as amended (the "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 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 "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that 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 Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom 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, these 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 its 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 operate, 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 such 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 the 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 makes any representation as to the accuracy or completeness of this announcement and none of them accepts 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 respective affiliates accepts any liability arising from the use of this announcement.