Irisity AB (publ) publishes information memorandum due to up

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Irisity AB (publ) ("Irisity" or the "Company") publishes an information memorandum (the "Memorandum") relating to the rights issue of shares of approximately SEK 21.1 million before deduction of issue costs and any set-off (the "Rights Issue"), which was proposed by the Board of Directors on April 16, 2025 and approved by the extraordinary general meeting on May 7, 2025. The Memorandum is now available on the Company's website.

The Memorandum has been prepared in connection with the Rights Issue that was proposed by the Board of Directors on April 16, 2025 and approved by the extraordinary general meeting on May 7, 2025. The Memorandum, containing complete terms and instructions as well as additional information on the Rights Issue, is available on the Company's website (https://irisity.com/rights-issue/). Subscription forms will be made available on the Company's website the day before the subscription period begins. For full terms and conditions of the Rights Issue and other information about the Company, please refer to the published Memorandum.

Summary of the Rights Issue

One (1) existing share in the Company entitles to one (1) subscription right. Thirteen (13) subscription rights entitle to the subscription of six (6) newly issued shares. This means that a total of up to 52,749,643 new shares can be issued within the framework of the Rights Issue.
The subscription price has been set at SEK 0.40 per share.
Upon full subscription in the Rights Issue, Irisity can receive up to approximately SEK 21.1 million before deduction of costs related to the Rights Issue, which are estimated to amount to approximately SEK 1.0 million.
The net proceeds are intended to be used for repaying the utilized short-term credit facility from Stockhorn through set off against newly issued shares and to further strengthen general working capital.
The Rights Issue is fully secured by approximately 52.5 percent of subscription commitments and approximately 47.5 percent of guarantee undertakings. Subscription commitments and guarantee undertakings are not secured by bank guarantee, pledge, or similar arrangements. The subscription commitments and guarantee undertakings will not incur any costs for Irisity.
The Rights Issue entails a maximum dilution for existing shareholders who do not subscribe for shares in the Rights Issue of approximately 31.6 percent.
As announced in the press release on March 21, 2025, the Company has taken out a temporary credit facility from Stockhorn of up to SEK 15 million, whereby the amount utilized under the credit at the time of the Rights Issue will be offset against newly issued shares.

Preliminary time plan for the Rights Issue

May 14, 2025: Record date for participation in the Rights Issue

May 16 - May 26, 2025: Trading in subscription rights

May 16 - May 30, 2025: Subscription period

May 16 - June 11, 2025: Trading in BTA (paid subscribed shares)

June 2, 2025: Estimated date for announcement of the outcome of the Rights Issue

Advisors

Irisity has mandated DNB Carnegie SME, DNB Carnegie Investment Bank AB and Advokatfirman Vinge KB as financial and legal advisors respectively in connection with the Rights Issue.

For further information:

Keven Marier, Irisity CEO

Phone: +46 771 41 11 00

E-mail: 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 DNB Carnegie Investment Bank AB.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Irisity in any jurisdiction, neither from Irisity nor from someone else.

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.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49 (2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking Statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless it is not required by law or Nasdaq First North Growth Market rulebook for issuers of shares.

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.

Irisity AB (publ) publishes information memorandum due to upcoming preferential share issue