Irisity AB (publ) announces outcome in the rights issue

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Irisity AB (publ) ("Irisity" or the "Company") today announces the outcome in the rights issue of units which was announced on October 1, 2024 (the "Rights Issue"). The subscription summary shows that 4,773,602 units, corresponding to approximately 56.8 percent of the Rights Issue, were subscribed for with the exercise of unit rights. In addition, 178,579 units, corresponding to approximately 2.1 percent of the Rights Issue, were subscribed for without the support of unit rights. Overall, subscription commitments and guarantee commitments constitute approximately 80.0 percent of the Rights Issue. As a result, 1,770,813 units, corresponding to 21.1 percent of the Rights Issue, will be subscribed for through the fulfilment of guarantee commitments. Through the Rights Issue the Company initially receives approximately SEK 56.5 million before off-sets and issuing costs. Upon full exercise of all included warrants of series 2024/2025:1 (the "Warrants") within the framework of issued units, the Company may receive an additional maximum of approximately SEK 10.1 million.

The subscription period of the Rights Issue ended on November 27, 2024, and the subscription summary indicates that 4,773,602 units, corresponding to approximately SEK 40.1 million or approximately 56.8 percent of the Rights Issue, were subscribed for through the exercise of unit rights, and 178,579 units were subscribed for without the exercise of unit rights, corresponding to approximately SEK 1.5 million or approximately 2.1 percent of the Rights Issue. Overall, subscription commitments and guarantee undertakings constitute approximately 80 percent of the Rights Issue. Thereby, 1,770,813 units, corresponding to approximately SEK 14.9 million, or approximately 21.1 percent of the Rights Issue, will be subscribed for through the fulfilment of guarantee commitments. Through the Rights Issue the Company receives approximately SEK 56.5 million before off-sets and issuing costs.

Units subscribed for without the exercise of unit rights will be allocated according to the principles set out in the prospectus published by the Company on November 8, 2024. Notification of allocation of units subscribed for without the support of unit rights will be sent shortly to those who have been allocated units through a settlement note. Shareholders registered with a nominee will be notified of their allocation in accordance with the nominee's procedures. Each unit in the Rights Issue consists of seven (7) new shares and one (1) Warrant.

With the acquisitions of Ultinous Zrt and Agent Vi, Irisity looks forward to future opportunities and the company's ability to manage various market uncertainties. The growing global implementation of AI solutions for surveillance and security offers the Company future growth opportunities. Together with strategic investments in the Company's AI Open Platform and new generative AI capabilities, Irisity is well-positioned to become a leader in software and licenses for video analytics software.

Irisity intends to use the net proceeds to finance the repayment of bridge loans, upcoming market expansion including new generative AI usage, and general working capital needs.

Share capital and number of shares

Through the Rights Issue, the share capital in the Company increases by SEK 4,235,486.22, from SEK 6,050,694.24 to SEK 10,286,180.46, through the issuance of 47,060,958 shares. The number of shares thus increases from 67,229,936 to 114,290,894 shares. The dilution amounts to approximately 41.2 percent. Upon full exercise of all included Warrants, the share capital will increase by an additional SEK 605,069.46, to SEK 10,891,249.92, through the issuance of 6,722,994 shares. The number of shares thereby increases to 121,013,888 shares, corresponding to an additional dilution of approximately 5.6 percent.

Trading in BTU, new shares and Warrants

Trading in paid subscribed units ("BTU") will be conducted on Nasdaq First North Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office and the BTUs have been converted into shares and Warrants. The last day of trading with BTUs is expected to take place on or around December 9, 2024.

The first day of trading with new shares and Warrants is expected to commence on or around December 13, 2024.

Compensation for guarantee commitments

Approximately 43.7 percent of the Rights Issue was covered by guarantee commitments. Guarantee commission will be paid in cash or trough newly issued shares and Warrants amounting to twelve (12) percent of the guaranteed amount.

Compensation to the guarantors who choose to receive guarantee commission in the form of shares and Warrants in the Company, will be paid in the form of a directed set-off issue. The subscription price for shares issued as guarantee commission is set at SEK 1.20 per share, which corresponds to the subscription price in the completed Rights Issue. The warrants are issued free of charge.

A possible resolution on a directed set-off issue to the guarantors will be announced through a separate press release.

Warrants

The first day of trading with the Warrants is expected to commence on or around December 13, 2024. The exercise period for the Warrants runs from May 27, 2025, to June 10, 2025. The subscription price upon the exercise of Warrants is SEK 1.50 per share. Upon full exercise of all Warrants within the framework of issued units, the Company may receive an additional maximum of approximately SEK 10.1 million.

Advisors

Irisity has mandated Penser by Carnegie, Carnegie Investment Bank AB (publ) and Advokatfirman Vinge KB as financial and legal advisors respectively in connection with the Rights Issue.

For further information, please contact:

Keven Marier, CEO, Irisity AB, +46 771 41 11 00, keven.marier@irisity.com.

About Irisity
Irisity's AI Open Platform enhances any camera and video management system by integrating a choice of advanced AI and video metadata management featuring hybrid architecture, built-in anonymization, and flexible deployment (on-premises, cloud, or hybrid). Globally trusted in over 3000 locations, our platform delivers real-time, efficient, and precise data, augmenting human decisions to improve safety, operational efficiency and organizational intelligence.

The Irisity AB (publ) share is listed on Nasdaq First North Growth Market, with the ticker IRIS, the Company's Certified Adviser is Carnegie Investment Bank AB.

https://irisity.com

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This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public Rights Issue of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the USA, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

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Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU 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) local 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 offered shares have been subject to a product approval process, which has determined that such shares 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 shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, 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 shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.