NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 16 September 2025: Reference is made to the stock exchange announcement on 20 August 2025 by NEXT Biometrics Group ASA (OSE: NEXT) ("NEXT") or the "Company") regarding a potential private placement to raise gross proceeds in the amount of minimum NOK 15,000,000 and maximum NOK 20,000,000 (the "Private Placement") at a subscription price of NOK 4.25 per share (the "Subscription Price"), of which NOK 15,000,000 had been underwritten by certain existing shareholders, including Norus AS, Valset Invest AS, HAAS AS and Camiko AS (the "Existing Shareholders").
The Company is pleased to announce that the Private Placement is fully subscribed based on the revised terms set out below, and that its board of directors has allocated 4,705,882 new shares in the Company (the "Offer Shares") at the Subscription Price, raising gross proceeds of approximately NOK 20 million.
Following the stock exchange announcement on 20 August 2025 (the "Announcement"), the market value of the Company's shares has fallen below the announced Subscription Price. To facilitate for participation from additional investors (both existing and new shareholders), with the purpose to increase the total gross proceeds raised through the Private Placement, participants in the Private Placement have been offered one (1) warrant ("Warrant") for each share they subscribe for and are allocated in the Private Placement, at no additional consideration. Each Warrant will entitle the holder to subscribe for and be allocated one (1) new share in the Company at a subscription price of NOK 3.90 per share. The Warrants may be exercised in the period from 2 November 2026 to 6 November 2026, from 11 January 2027 to 15 January 2027 and from 8 March 2027 to 12 March 2027. The Warrants shall not be tradeable and shall thus not be admitted to trading on the Oslo Stock Exchange.
The Warrants will also be granted to the Existing Shareholders in lieu of the 3% underwriting fee previously announced in the stock exchange announcement on 20 August 2025.
Notification of allocation is expected to be sent to the applicants by the Company before 09:00 hours (CEST) on 17 September 2024.
The following primary insiders and their close associates have been allocated Offer Shares at the Subscription Price, including an equal amount of Warrants:
- Ulf Ritsvall, CEO of the Company, has been allocated 50,000 Offer Shares;
- Eirik Underthun, CFO of the Company, has been allocated 24,000 Offer Shares;
- Virkelyst AS, close associate to Hans Henrik Kloumann, Chair of the board of directors, has been allocated 18,059 Offer Shares; and
- Siri Børsum, board member, has been allocated 9,412 Offer Shares.
Please see the attached forms for further details. The primary insiders and their close associates that have been allocated Offer Shares in the Private Placement have undertaken a six-month lock-up on customary terms and conditions.
The Private Placement is subject to an extraordinary general meeting of the Company, to be held on or about 8 October 2025 (the "EGM"), approving the Private Placement by resolving to (i) increase the share capital of the Company through the issuance of the Offer Shares, and (ii) to issue the Warrants.
Payment for the Offer Shares is expected to take place following the EGM, on or about 10 October 2025. Registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises is, subject to timely payment of the entire subscription amount, expected on or about 14 October 2025, and delivery of the Offer Shares is expected on or about 15 October 2025. Following completion of the Private Placement, the Company's share capital will be NOK 119,860,417 divided into 119,860,417 shares, each with a par value of NOK 1.00.
The board of directors has carefully considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act and Oslo Børs' guidelines on equal treatment, and is of the opinion that the Private Placement complies with these requirements. In this regard, it is relevant that the Company has an immediate need for additional equity to, inter alia, solve working capital needs. By structuring the transaction as a private placement, the share issuance can be carried out in a time- and cost-efficient manner with limited execution risk. Further, in the opinion of the board of directors, it would be unadvisable to carry out a rights issue without it being underwritten. Given the current market conditions, a rights issue would likely have to be carried out at a significant discount in order to be fully underwritten and would therefore disproportionately dilute the shareholders who are unable to participate. The board of directors has also explored other financing alternatives (bank financing and direct lending) and concluded that such alternatives are not available. Accordingly, the board of directors is of the opinion that the deviation from the shareholders' preferential rights is in the best interest of the Company and its shareholders.
As Company's shares has been traded below the Subscription Price since the Announcement, the board of directors has decided that no subsequent offering will be carried out.
For further information, please contact:
Ulf Ritsvall, CEO
Email: ulf.ritsvall@nextbiometrics.com
Eirik Underthun, CFO
Email: eirik.underthun@nextbiometrics.com
About NEXT Biometrics:
NEXT Biometrics is a pioneer of high-security biometric authentication, enabling users to live simpler, safer lives.
NEXT Biometrics was founded on the belief that strong authentication and identification can be secure, seamless and cost effective for governments and businesses with Active Thermal® technology. More than 25 years later, NEXT has retained its Norwegian heritage and grown to serve customers globally.
Today, our solutions are used by billions of users each year across 10+ national ID and local programs, 150.000+ POS terminals, 25+ laptop and tablet models from tier-1 OEMs, and physical and logical access control implementations. Through state-of-the-art technology, deep industry expertise and close collaboration with partners for seamless integration, Active Thermal® biometrics can make life simpler and safer for everyone.
For more information, visit NEXT Biometrics, read our blog and follow us on LinkedIn. NEXT Biometrics is listed on Euronext (NEXT.OL).
Important notice:
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. 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.
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 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 (EU) 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 believe 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 their control. 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 make any guarantee 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.
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 of the Company.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.