The Swedish summer is finally here, probably it will be as beautiful and unreliable as it usually is. Regardless of weather, we have new money and with this comes loads of new energy and progress from our last, successful trip, in Asia.

The rights issue
The rights issue was in line with our expectations and the market in general. That gives us the opportunity to invest and go after the opportunities that are now appearing at an increasingly rapid pace. In addition, we are pleased to see the trust we received from our largest investors led by Concejo, who increased their ownership substantially and is now the largest owner with 11.2% of the capital.

The past 6 months
Of course, the fact that we got our first customer in December 2023 is our biggest achievement so far. Being able to invoice, book an order and have revenue makes the company "whole". It proves both to us and to others that what we develop has a great value and a significant degree of maturity.

Our already competent Board was further strengthened at our annual general meeting on June 14, when both Svein-Egil Nielsen and Pelle Wijk were elected. Both have a very long experience in both sales and technology in the global wireless semiconductor industry and contribute with a lot of technical know-how and also extensive personal networks.

Patents and standardization
We just got another patent approved which further strengthens our position as the global leader for digital beamforming, we now have a total of 39 patent families, of which 17 patents are approved coming from five different patent families. This is an underappreciated asset that most people have not fully understood. Beamforming is a universal technology whose use in communication will greatly increase for many decades to come and it will not stay analog but become digital in the near future. The patent portfolio that BeammWave has is completely unique and extremely valuable. Similarly, in a short time we have built a position in the global standards body for mobile telephony (3GPP), which is starting to pay off in the form of increased awareness of both our technology and our know-how.

The technology
We have all the proof we need for our concept, now it's all about maturity and the ability to deliver components for the applications, products and prototypes that our customers wish to build. The most tangible evidence that we have reached a turning point, is our development platform. During the spring the development platform became even better. Both because the basic technology was further developed, but perhaps above all because we supplemented it with a user interface that allows you to control, monitor and upgrade the platform in a simple way. This significantly simplifies our ability to support the platform even if it is located on another continent, locked in a secret lab to which we do not have access.

The market, our positioning and the customers
In May, we made one of our many trips to Asia, where we met all the Japanese mobile operators, more than ten customers and also strategic investors and partners. As usual, we learned a lot and also had many of our fundamental axioms further confirmed. Above all, the two cornerstones of our business were completely obvious;

  • The lack of capacity in mobile networks is for real and not just a future problem but here and now.
  • Current analog beamforming technology does not deliver a working solution and thus not the value that was expected.

The results of our meetings in the form of increased interest have been immediate. We have extensive follow-up work underway, two of our customers also have scheduled visits to our lab before we go on summer vacation.

With warm and sunny greetings,

Stefan
CEO, BeammWave AB


BeammWave has been informed by the Taiwanese Patent Office that they intend to grant a patent.

This patent provides protection for a method and architecture for efficient digital beamforming.

BeammWave now has a total of 39 patent families, of which 17 are granted within five (5) different patent families, protecting the unique concept of digital beamforming.

"Digital beamforming undoubtedly offers much higher performance compared to its analog counterpart. The challenge has been to make it energy and cost-efficient. This patent, which covers a method and architecture for efficient digital beamforming, is part of BeammWave's unique solution to that issue”, says Joakim Axmon, Senior Expert, Systems & Standards at BeammWave.


The Board of Directors of BeammWave AB (publ) ("BeammWave" or the "Company") has today the 28 May 2024, based on the authorization from the Annual General Meeting on 10 May 2023, resolved on a directed share issue of 205,076 series B shares to the guarantors of the rights issue of shares and warrants (“units”) resolved by the Board on 25 March 2024, and approved by the Extraordinary General Meeting on 25 April 2024 ("Rights Issue") who have chosen to receive guarantee compensation in the form of newly issued shares in the Company ("Compensation Issue"). The subscription price in the Compensation Issue is set to SEK 3.10 per share, corresponding to the volume-weighted average price (VWAP) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue.

As previously communicated in connection with the Rights Issue, the guarantors, in accordance with the guarantee agreements entered into, had the opportunity to choose to receive guarantee compensation in the form of cash compensation or newly issued shares in the Company. Concejo Invest AB, John Haurum, Peter Rundlöf and Elvil AB (the "Guarantors") have chosen to receive the guarantee compensation in the form of newly issued shares. According to the guarantee agreements, the compensation the Guarantors are entitled to receive amounts to an amount corresponding to 12 percent of the guaranteed amount in cash compensation or 16 percent of the guaranteed amount in the form of newly issued shares. As a result, the Board has today, based on the authorization from the Annual General Meeting on 10 May 2023, resolved on the Compensation Issue, which includes a total of 205,076 series B shares.

The reason for the deviation from the shareholders' preferential rights in the Compensation Issue is to fulfill the guarantee agreements that were a prerequisite for enabling the capital raise carried out through the Rights Issue and which were deemed beneficial to the Company as the Company retains a larger portion of the issue proceeds if the guarantee compensation is paid in newly issued shares instead of in cash.

In accordance with the guarantee agreements, the subscription price in the Compensation Issue is to correspond to the volume-weighted average price (“VWAP”) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue (6 – 20 May 2024) but never lower than the subscription price in the Rights Issue. The subscription price in the Compensation Issue has thus been set at SEK 3.10 per share, corresponding to the VWAP during the subscription period. Thus, the board's assessment is that the subscription price is on market-terms.

Through the Compensation Issue, the number of shares in the Company increases by a total of 205,076 series B shares and the share capital increases by a total of SEK 20,268.814. When the Rights Issue and the Compensation Issue have been registered with the Swedish Companies Registration Office, the number of shares in the Company will amount to a total of 22,254,808 shares and the Company's share capital to SEK 2,199,567.761.

Advisors
Redeye AB acts as financial advisor, and Advokatfirman Delphi AB acts as legal advisor to BeammWave in connection with the Rights Issue. Aktieinvest FK AB acts as issuing agent in connection with the Rights Issue.


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

The subscription period in BeammWave AB (publ)'s ("BeammWave" or the "Company") new issue of shares and warrants ("units") with preferential rights for the Company's existing shareholders, initially amounting to approximately SEK 39.5 million ("Rights Issue"), which was resolved by the Board of Directors on 25 March 2024 and approved by the extraordinary general meeting on 25 April 2024, ended on 20 May 2024. The outcome shows that a total of 5,115,396 units, corresponding to approximately 38.9 percent of the Rights Issue, were subscribed for with and without support from unit rights. Therefore, guarantee commitments regarding 3,772,706 units will be utilized, corresponding to approximately 28.7 percent of the Rights Issue. Through the Rights Issue, BeammWave will receive approximately SEK 26.7 million before issuance costs.

In the Rights Issue, 13,161,630 units were offered at a subscription price of SEK 3.0 per unit. 4,413,656 units, corresponding to approximately 33.5 percent of the Rights Issue, were subscribed for with support from unit rights. Additionally, 701,740 units were subscribed for without support from unit rights, corresponding to approximately 5.3 percent of the Rights Issue. In total, the Rights Issue was subscribed for, with and without support from unit rights, to approximately 38.9 percent. Guarantee commitments regarding 3,772,706 units will thus be utilized, corresponding to approximately 28.7 percent of the Rights Issue. Through the Rights Issue BeammWave will receive approximately SEK 26.7 million before issuance costs.

Notifications of allotment of units subscribed for without support from unit rights are expected to be sent to those allotted units via a settlement note on 22 May 2024. Shareholders who have their shares registered with a custodian will receive notification of allocation in accordance with the respective custodians' routines. Allotment of units subscribed for without support from unit rights has been carried out in accordance with the principles outlined in the prospectus published on 2 May 2024.

Number of shares and share capital
Through the Rights Issue, the share capital will increase by SEK 878,461.078, from SEK 1,300,837.870 to SEK 2,179,298.948 through the issuance of 8,888,102 shares, resulting in the total number of shares increasing from 13,161,630 to 22,049,732, corresponding to a dilution effect of approximately 40.3 percent of the share capital and number of shares.

Trading in BTU
Trading in paid subscribed units (“BTU”) will take place on the Nasdaq First North Growth Market until the Rights Issue is registered with the Swedish Companies Registration Office. Registration of the Rights Issue is expected to occur during week 23, 2024.

Warrants
Participants in the Rights Issue have the right to subscribe for newly issued shares with support of the warrants of series TO 2024B during the period 2–13 December 2024. One (1) warrant of series TO 2024B entitles the holder to subscribe for one (1) new share in BeammWave, at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company's share during the period 18–29 November 2024, however not less than SEK 3.0 per share and not more than SEK 6.0 per share. Upon full exercise of all issued warrants of series TO 2024B, the Company's share capital will increase by an additional SEK 878,461.078 and the number of shares by 8,888,102. The warrants are subject to customary provisions on recalculations in accordance with the terms of the warrants.

Advisors
Redeye AB acts as financial advisor, and Advokatfirman Delphi AB acts as legal advisor to BeammWave in connection with the Rights Issue. Aktieinvest FK AB acts as issuing agency in connection with the Rights Issue.

This announcement does not constitute and is not a part of an offer to sell securities. Copies of this announcement are not made and may not be distributed, published or sent to the United States, Australia, Hong-Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zealand or any other jurisdiction where distribution of this press release would be unlawful or require registration or other measures. This announcement is for information purposes only and does not constitute a prospectus or any other offer to sell or a solicitation to offer to acquire any securities in the United States or any other jurisdiction. Securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and consequently will not be offered or sold within the United States.

This announcement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and the Council (the “Prospectus Regulation”). This press release does not contain and does not constitute an invitation or an offer to acquire, sell, subscribe or otherwise trade in shares, warrants, unit rights or other securities of BeammWave in the United States or elsewhere. The invitation to affected persons to subscribe for units in BeammWave will only take place through the Prospectus. The Prospectus contains, among other things, risk factors, certain financial information and information about the Company's management and Board of Directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe or acquire securities referred to in this press release except on the basis of the information contained in the Prospectus.

Topics discussed in this announcement may constitute forward looking statements. Forward looking statements are statements that are not historical facts that can be identified by the use of words such as, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Forward looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although BeammWave believes these assumptions were reasonable when made, these assumptions are inherently associated with known and unknown material risks, uncertainties, unforeseen events and other important factors that are difficult or impossible to predict and that are beyond its control. Such risks, uncertainties, unforeseen events and other important factors could cause actual events to differ materiality from the expectations expressed or implied in this announcement by such forward looking statements. Information, opinions and forward looking statements contained in this announcement speak only as at its date, and may be changed without notice.


BeammWave is on site in Asia for customer discussions with many meetings, in several markets, during two weeks. Stronger, and more to talk about than ever, makes the conversations more about how and less about why.

Video meetings in all their glory, but it makes a difference to meet face to face. It gives a more personal dimension and the possibility to easily catch misunderstandings and compensate for possible language barriers. It also becomes much easier to raise the more difficult questions and it gives new perspectives when you can experience the company culture and see the customer's internal interaction.

Our development platform, ADP1, has become even stronger and more flexible since we sold the first copy to Molex at the end of 2023. The concept and the platform have always been flexible and easy to update, but now we have mainly added two things;

  • We have made a much more automated user interface, which makes it much easier for customers to use the extremely complex and flexible platform on their own.
  • We have increased the number of test scenarios, that are included as standard.

These significantly cut the cost and time to get up and running and we can already see that this is highly appreciated and makes a huge difference to customers.

"The interest in our technology continues to be very high and, just like on our previous visits, there is hardly enough time to visit everyone. When I write this, only a few days out of 2 weeks have passed, but the result is far beyond expectations", comments Stefan Svedberg, CEO at BeammWave.

Our rights issue has an open subscription period until May 20th.


BeammWave has obtained trademark protection for BeammWave® in Korea.

BeammWave already has trademark protection in China, EU, UK, Taiwan, Japan, and the US. Now Korea has also been approved.

"As a global technology leader in digital beamforming, we need global protection. With 38 patent families and now good brand protection, we have it. North America and Asia are our most important markets and Korea is very interesting ", says Stefan Svedberg, CEO at BeammWave.


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

Today is the first day of the subscription period for BeammWave AB (publ)'s ("BeammWave" or the “Company") rights issue of shares and warrants ("units") with preferential rights for the Company's existing shareholders of initially approximately SEK 39.5 million (the “Rights Issue"), which was resolved by the board of directors on 25 March 2024, and approved by the extraordinary general meeting on 25 April 2024.

Summary of the Rights Issue

  • Each existing share in the Company as of the record date on 2 May 2024, entitles the holder to one (1) unit right. Each one (1) unit right entitles the holder to subscribe for one (1) unit. Each unit consists of one (1) B-share and one (1) warrant of series TO 2024B.
  • The subscription price in the Rights Issue is set at SEK 3.00 per unit, equivalent to SEK 3.00 per new share. The warrants are issued free of charge.
  • The subscription period runs from 6 May 2024, up to and including 20 May 2024.
  • Prior of the Rights Issue, the Company has received subscription commitments, and entered into guarantee commitments totalling approximately SEK 26.7 million, equivalent to 67.5 percent of the Rights Issue.
  • The proceeds from the Rights Issue will be used to, among other, accelerate product development in collaboration with potential partners, prepare for market launch, and bolster its sales force by adding local representatives in additional markets.

Full terms and conditions for the Rights Issue as well as other information about the Company and further information about subscription commitments and guarantee commitments, is included in the EU Growth Prospectus that the Company published on 2 May 2024 (the “Prospectus").

Timetable for the Rights Issue

6 – 15 May 2024 Trading in unit rights
6 – 20 May 2024 Subscription period
6 May 2024 – Until the Rights Issue is registered with the Swedish Companies Registration Office Trading in paid subscribed units (Sw. “BTU”)
Around 22 May 2024 Estimated publication of the outcome in the Rights Issue

Advisors

Redeye AB acts as financial advisor, and Advokatfirman Delphi i Malmö AB acts as legal advisor to BeammWave in connection with the Rights Issue. Aktieinvest FK AB acts as issuing agency in connection with the Rights Issue.

This announcement does not constitute and is not a part of an offer to sell securities. Copies of this announcement are not made and may not be distributed, published or sent to the United States, Australia, Hong-Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zealand or any other jurisdiction where distribution of this press release would be unlawful or require registration or other measures. This announcement is for information purposes only and does not constitute a prospectus or any other offer to sell or a solicitation to offer to acquire any securities in the United States or any other jurisdiction. Securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and consequently will not be offered or sold within the United States.

This announcement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and the Council (the “Prospectus Regulation”). This press release does not contain and does not constitute an invitation or an offer to acquire, sell, subscribe or otherwise trade in shares, warrants, unit rights or other securities of BeammWave in the United States or elsewhere. The invitation to affected persons to subscribe for units in BeammWave will only take place through the Prospectus. The Prospectus contains, among other things, risk factors, certain financial information and information about the Company's management and Board of Directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe or acquire securities referred to in this press release except on the basis of the information contained in the Prospectus.

Topics discussed in this announcement may constitute forward looking statements. Forward looking statements are statements that are not historical facts that can be identified by the use of words such as, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Forward looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although BeammWave believes these assumptions were reasonable when made, these assumptions are inherently associated with known and unknown material risks, uncertainties, unforeseen events and other important factors that are difficult or impossible to predict and that are beyond its control. Such risks, uncertainties, unforeseen events and other important factors could cause actual events to differ materiality from the expectations expressed or implied in this announcement by such forward looking statements. Information, opinions and forward looking statements contained in this announcement speak only as at its date, and may be changed without notice.


BeammWave has obtained trademark protection for BeammWave® in the USA.

BeammWave already has trademark protection in China, EU, UK, Taiwan and Japan. Now the US has also been approved.

"As a global technology leader in digital beamforming, we need global protection. With 38 patent families and now good brand protection, we have it. It fits well with increased sales efforts of our advanced development platform ADP1 which was both launched and sold to a first customer of Molex LLC., during the end of 2023", says Stefan Svedberg, CEO at BeammWave.


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

The board of directors of BeammWave AB (publ) ("BeammWave" or the “Company") has prepared an EU Growth Prospectus (the "Prospectus") relating to the rights issue of shares and warrants (“units”) with preferential rights for the Company's existing shareholders of initially approximately SEK 39.5 million (the “Rights Issue"), which was resolved by the board of directors on 25 March 2024, and approved by the extraordinary general meeting held on 25 April 2024. The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.

Summary of the Rights Issue

  • Each existing share in the Company as of the record date on 2 May 2024, entitles the holder to one (1) unit right. Each one (1) unit right entitles the holder to subscribe for one (1) unit. Each unit consists of one (1) B-share and one (1) warrant of series TO 2024B.
  • The subscription price in the Rights Issue is set at SEK 3.00 per unit, equivalent to SEK 3.00 per new share. The warrants are issued free of charge.
  • The subscription period runs from 6 May 2024, up to and including 20 May 2024.
  • Prior of the Rights Issue, the Company has received subscription commitments, declarations of intent, and entered into guarantee commitments totalling approximately SEK 26.7 million, equivalent to 67.5 percent of the Rights Issue.
  • The proceeds from the Rights Issue will be used to, among other, accelerate product development in collaboration with potential partners, prepare for market launch, and bolster its sales force by adding local representatives in additional markets.

Prospectus

The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on 2 May 2024, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, is available on the Company's, Aktieinvest FK AB’s and Redeye AB's respective websites (BeammWave, www.aktieinvest.se, www.redeye.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se). Subscription forms will be available on the Company's, Aktieinvest FK AB’s, and Redeye AB's respective websites.

Timetable for the Rights Issue

6 – 15 May 2024 Trading in unit rights
6 – 20 May 2024 Subscription period
6 May 2024 – Until the Rights Issue is registered with the Swedish Companies Registration Office Trading in paid subscribed units (Sw. “BTU”)
Around 22 May 2024 Estimated publication of the outcome in the Rights Issue

Advisors

Redeye AB acts as financial advisor, and Advokatfirman Delphi i Malmö AB acts as legal advisor to BeammWave in connection with the Rights Issue. Aktieinvest FK AB acts as issuing agency in connection with the Rights Issue.

This announcement does not constitute and is not a part of an offer to sell securities. Copies of this announcement are not made and may not be distributed, published or sent to the United States, Australia, Hong-Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zealand or any other jurisdiction where distribution of this press release would be unlawful or require registration or other measures. This announcement is for information purposes only and does not constitute a prospectus or any other offer to sell or a solicitation to offer to acquire any securities in the United States or any other jurisdiction. Securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and consequently will not be offered or sold within the United States.

This announcement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and the Council (the “Prospectus Regulation”). This press release does not contain and does not constitute an invitation or an offer to acquire, sell, subscribe or otherwise trade in shares, warrants, unit rights or other securities of BeammWave in the United States or elsewhere. The invitation to affected persons to subscribe for units in BeammWave will only take place through the Prospectus. The Prospectus contains, among other things, risk factors, certain financial information and information about the Company's management and Board of Directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe or acquire securities referred to in this press release except on the basis of the information contained in the Prospectus.

Topics discussed in this announcement may constitute forward looking statements. Forward looking statements are statements that are not historical facts that can be identified by the use of words such as, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Forward looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although BeammWave believes these assumptions were reasonable when made, these assumptions are inherently associated with known and unknown material risks, uncertainties, unforeseen events and other important factors that are difficult or impossible to predict and that are beyond its control. Such risks, uncertainties, unforeseen events and other important factors could cause actual events to differ materiality from the expectations expressed or implied in this announcement by such forward looking statements. Information, opinions and forward looking statements contained in this announcement speak only as at its date, and may be changed without notice.


The election committee in BeammWave AB proposes Nordic Semiconductor's former CTO and EVP Svein-Egil Nielsen and Pelle Wijk, with long experience of growth journeys in several semiconductor companies, as new Board members – to be elected at the annual general meeting on June 14, 2024.

The election committee motivates its proposal with that BeammWave is now entering a commercial phase where global partnerships and deep industry knowledge become even more important. The company has now shown that digital beamforming is possible to build cost-effectively. In the past year, BeammWave has both launched a development platform and sold it to a first customer, Molex LLC, a global player with 45,000 employees and headquarter in the USA.

"We are very pleased to present two strong candidates with extensive international experience from the semiconductor industry, where both have worked at the highest operational level and also in Board positions. Svein-Egil and Pelle will bring experience, industry knowledge and an extensive network of contacts to BeammWave. Sales will now be the company's focus and with Svein-Egil and Pelle on board it will be of great importance”, comments Fredrik Rosenqvist, chairman of the election committee at BeammWave.

"As the founder of BeammWave, I have seen my and Markus Törmänen's idea and vision translated into a company that is establishing itself on the world market. We are now bringing in additional important skills in the Board that the company needs at this stage. Svein-Egil Nielsen and Pelle Wijk both have industry know-how that will make a difference for BeammWave", comments Per-Olof Brandt, co-founder, and CTO at BeammWave.

Information about members who are proposed for new elections
Svein-Egil Nielsen
Born: 1969
Education: MBA, Haas School of Business from the University of California, Berkeley and B.Eng honors degree in Computer and Electronic Systems from University of Strathclyde, Scotland.
Background: A technology leader with a proven track record in driving innovation and growth in the semiconductor industry. As the former CTO/EVP R&D at Nordic Semiconductor, Nielsen spearheaded the company's R&D efforts, overseeing a team of over one thousand engineers and accounting for 75% of the company's total workforce, responsible for all development of ICs, software, services, and technical support.
Other significant assignments: Chairman of the Board at NOVELDA.

Svein-Egil Nielsen has no shares in the company and is independent from the Company, its management and owners.

Pelle Wijk
Born: 1971
Education: M Sc, Engineering Physics from Uppsala University.
Background: 20 years of experience from the semiconductor industry including his current role as Director of Product Management and Business Development at QuantalRF. Former Managing Director of Sivers Wireless AB, Vice President of Hardware Engineering and Operations at Imagination Technologies and CEO of Kisel Microelectronics AB.

Peller Wijk has 15,000 shares in the company and is independent from the Company, its management and owners.

Information about all the members proposed to BeammWave's board, the election committee's reasoned statement regarding the proposal for the board and the nomination committee's complete proposal will be available on the company's website, www.beammwave.com in connection with the issue of the notice to the 2024 annual general meeting, which will be available no later than four ( 4) weeks before the annual general meeting.


BeammWave has received a notice of allowance from the Europen Patent Office. The patent covers a method to pre-process data for an efficient digital beamforming.

BeammWave have has a total of 38 patent families in different stages protecting its unique digital beamforming concept.
 
"Digital beamforming is undisputingly delivering a much higher perfomance than its analog competitor. What however been disputed is how to get it power and cost efficient. This patent of a data pre-processing method is part of the BeammWave secret sauce to solve exactly that", says Bengt Lindoff Chief Systems Architect of BeammWave.


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

The Board of Directors of BeammWave AB (publ) ("BeammWave" or the “Company") has today resolved on a new issue of units with preferential rights for the Company's existing shareholders of initially approximately SEK 39.5 million before transaction costs (the “Rights Issue"). The Rights Issue is subject to approval by an Extraordinary General Meeting, scheduled to be held on 25 April 2024. Notice of the Extraordinary General Meeting will be published separately. The Company has received subscription commitments and declarations of intent from a selection of the Company's larger existing shareholders, including Concejo AB who continues to support BeammWave by, in addition to subscribing for their pro-rata share of the Rights Issue, participates through a top guarantee of approximately 7.5 percent of the Rights Issue. In total, the Rights Issue is covered by subscription commitments and declarations of intent amounting to approximately SEK 8.0 million, corresponding to approximately 20.2 percent of the Rights Issue. Furthermore, the Company has entered into agreements on guarantee commitments of approximately SEK 18.7 million which, together with the subscription commitments, secures the Rights Issue up to approximately 67.5 percent. Company intends to use the proceeds from the Rights Issue to, among other, accelerate product development in collaboration with potential partners, prepare for market launch, and bolster its sales force by adding local representatives in additional markets.

Summary of the Rights Issue

  • Each existing share in the Company as of the record date on 2 May 2024, entitles the holder to one (1) unit right. Each one (1) unit right entitles the holder to subscribe for one (1) unit. Each unit consists of one (1) B-share and one (1) warrant of series TO 2024B.
  • The subscription price in the Rights Issue is set at SEK 3.00 per unit, equivalent to SEK 3.00 per new share. The warrants are issued free of charge.
  • The subscription period runs from 6 May 2024, up to and including 20 May 2024.
  • The last day of trading in the shares with the right to receive unit rights in the Rights Issue is 26 April 2024.
  • Prior of the Rights Issue, the Company has received subscription commitments, declarations of intent, and entered into guarantee commitments totalling approximately SEK 26.7 million, equivalent to 67.5 percent of the Rights Issue.
  • The Company intends to publish a prospectus regarding the Rights Issue around 2 May 2024.
  • The proceeds from the Rights Issue will be used to, among other, accelerate product development in collaboration with potential partners, prepare for market launch, and bolster its sales force by adding local representatives in additional markets.
  • The resolution on the Rights Issue is conditioned that the limits for the share capital and number of shares in the articles of association being changed in accordance with the board of director's proposal to the Extraordinary General Meeting. Notice of the Extraordinary General Meeting will be published through a separate press release.

Terms of Warrants of series TO 2024B

  • The Rights Issue includes a maximum of 13,161,630 warrants of series TO 2024B.
  • Each warrant of series TO 2024B entitles the holder to subscribe for one (1) new B-share in the Company during the period 2 – 16 December 2024, at a subscription price equal to 70 percent of the volume-weighted average share price of the Company's share during a period of ten (10) trading days immediately preceding the first day of the exercise period, i.e. during 18 – 29 November 2024, but not less than SEK 3.0 and not more than SEK 6.0 per share.
  • The warrants of series TO 2024B are intended to be listed for trading following the final registration of the Rights Issue with the Swedish Companies Registration Office.

Reasons for the Rights Issue

BeammWave is now entering a new phase, which means that the Company will increasingly engage with customers in conceptual as well as paid product-preparatory projects. In addition, further development and subsequent commercialization of products will continue. To prepare for the intended market launch, the Company is conducting the Rights Issue to finance accelerated product development efforts, in collaboration with potential partners. The Company also intends to strengthen its sales force by adding local representatives in one or more additional markets.

In the event that the Rights Issue is fully subscribed, the gross proceeds from the Rights Issue will amount to approximately SEK 39.5 million (excluding any proceeds from the exercise of warrants of series TO 2024B, before deduction of issuance costs. The net proceeds, as well as any proceeds from the exercise of the warrants are planned to be distributed proportionally as follows and, in the event that not all measures can be implemented, according to the following priority order:

Increased sales efforts 20%
New product development 65%
Customer-specific product development 10%
Patent 5%

Subscription commitments, declarations of intent, and guarantee commitments

The Company has received subscription commitments and declarations of intent from a number of the Company's existing shareholders, including Concejo AB, as well as members of the Company's Board of Directors and management team, amounting to approximately SEK 8.0 million, equivalent to approximately 20.2 percent of the Rights Issue. Furthermore, the Company has entered into guarantee commitments with a number of existing shareholders and new investors, consisting of a so-called top guarantee of approximately SEK 3.0 million, equivalent to approximately 7.5 percent of the Rights Issue, and a so-called bottom guarantee of approximately SEK 15.7 million, equivalent to approximately 38.5 percent of the Rights Issue. The bottom guarantee secures, provided that subscriptions are made at least corresponding to the subscription commitments and declarations of intent, that approximately 60.0 percent of the Rights Issue is subscribed and paid for. The top guarantee secures, provided that subscriptions are made at least corresponding to the subscription commitments, declarations of intent, and the bottom guarantee commitments, that 67.5 percent of the Rights Issue is subscribed and paid for.

Both the top- and bottom guarantee commitments entitle to compensation of 12 percent of the guaranteed amount in cash. Instead of cash compensation, the guarantors may choose to receive guarantee compensation in the form of newly issued shares in the Company. If the guarantors choose to receive guarantee compensation in the form of newly issued shares, the guarantee compensation will amount to 16 percent of the guaranteed amount. The subscription price for any shares issued to the guarantors shall correspond to the volume-weighted average share price (VWAP) of the Company's shares on Nasdaq First North Growth Market during the subscription period of the Rights Issue (6 – 20 May 2024), however not lower than the subscription price in the Rights Issue.

Extraordinary General Meeting

The Board of Directors has today resolved to convene an Extraordinary General Meeting on 25 April 2024. A notice will be published by BeammWave shortly through a separate press release.

Prospectus

Full terms and conditions for the Rights Issue as well as other information about the Company and further information about subscription commitments and guarantee commitments, will be included in the EU Growth Prospectus that the Company is expected to publish around 2 May 2024 (the “Prospectus").

Preliminary Timetable for the Rights Issue

25 April 2024 Extraordinary General Meeting
26 April 2024 Last day of trading in the share including the right to receive unit rights
29 April 2024 First day of trading in the share excluding the right to receive unit rights
2 May 2024 Estimated date for the publication of the Prospectus
2 May 2024 Record date for the Rights Issue
6 – 15 May 2024 Trading in unit rights
6 – 20 May 2024 Subscription period
6 May 2024 – Until the Rights Issue is registered with the Swedish Companies Registration Office Trading in paid subscribed units (Sw. “BTU”)
Around 22 May 2024 Estimated publication of the outcome in the Rights Issue

Shares and Dilution

Assuming full subscription in the Rights Issue, the share capital will increase by SEK 1,300,837.870 from SEK 1,300,837.870 to SEK 2,601,675.740 through the issuance of 13,161,630 shares, resulting in the total number of shares increasing from 13,161,630 to 26,323,260, representing a dilution effect of approximately 50.0 percent of the share capital and number of shares. If all warrants are fully exercised, the share capital will increase by an additional maximum of SEK 1,300,837.870 and the number of shares will increase by an additional maximum of 13,161,630 shares, equivalent to a dilution effect of approximately 33.3 percent in relation to the share capital and number of shares, assuming full subscription in the Rights Issue.

The total dilution effect if the Rights Issue is fully subscribed and all warrants of series TO 2024B are exercised amounts to a maximum of approximately 66.7 percent. Shareholders who do not participate in the Rights Issue have the opportunity to financially compensate themselves for this dilution by selling their unit rights.

If all guarantors would choose to receive guarantee compensation in the form of newly issued shares, there would be an additional dilution effect of approximately 1.6 percent in relation to the share capital and the number of shares given a fully subscribed Rights Issue (based on the lowest subscription price that may be set to the shares in the issue to the guarantors).

Advisors

Redeye AB acts as financial advisor, and Advokatfirman Delphi i Malmö AB acts as legal advisor to BeammWave in connection with the Rights Issue. Aktieinvest FK AB acts as issuing agency in connection with the Rights Issue.

For further information, please contact:
Stefan Svedberg, CEO +46 (0) 10 641 45 85
info@beammwave.com

About us
BeammWave AB are experts in communication solutions for frequencies over 24GHz. The company is building a solution intended for 5G and 6G, in the form of a radio chip with antenna and associated algorithms. The company’s approach with digital beamforming is unique and patented, with the aim of delivering a solution with higher performance at a lower cost. The company’s share serie B (BEAMMW B) is listed on the Nasdaq First North Growth Market in Stockholm.

Redeye AB is the Certified Adviser of the Company.

This announcement does not constitute and is not a part of an offer to sell securities. Copies of this announcement are not made and may not be distributed, published or sent to the United States, Australia, Hong-Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zealand or any other jurisdiction where distribution of this press release would be unlawful or require registration or other measures. This announcement is for information purposes only and does not constitute a prospectus or any other offer to sell or a solicitation to offer to acquire any securities in the United States or any other jurisdiction. Securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and consequently will not be offered or sold within the United States.

This announcement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and the Council (the “Prospectus Regulation”). This press release does not contain and does not constitute an invitation or an offer to acquire, sell, subscribe or otherwise trade in shares, warrants, unit rights or other securities of BeammWave in the United States or elsewhere. The invitation to affected persons to subscribe for units in BeammWave will only take place through the prospectus that BeammWave intends to publish on the Company's website, after approval and registration by the Swedish Financial Supervisory Authority. The prospectus will, among other things, contain risk factors, certain financial information and information about the Company's management and Board of Directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe or acquire securities referred to in this press release except on the basis of the information that will be contained in the prospectus that will be published.

Topics discussed in this announcement may constitute forward looking statements. Forward looking statements are statements that are not historical facts that can be identified by the use of words such as, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Forward looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although BeammWave believes these assumptions were reasonable when made, these assumptions are inherently associated with known and unknown material risks, uncertainties, unforeseen events and other important factors that are difficult or impossible to predict and that are beyond its control. Such risks, uncertainties, unforeseen events and other important factors could cause actual events to differ materiality from the expectations expressed or implied in this announcement by such forward looking statements. Information, opinions and forward looking statements contained in this announcement speak only as at its date, and may be changed without notice.