THIS PRESS RELEASE MAY NOT BE DISTRIBUTED, ANNOUNCED OR PUBLISHED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION, RELEASE OR PUBLICATION WOULD BE IN VIOLATION OF APPLICABLE REGULATIONS OR REQUIRE FURTHER REGISTRATION OR OTHER MEASURES. PLEASE SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
BeammWave AB (publ) ("BeammWave" or the "Company") has completed the new issuance of class B shares with preferential rights for existing shareholders of a maximum of approximately SEK 65 million (the "Rights Issue"), which was announced on 4 August 2025. BeammWave's board of directors has today, pursuant to the authorization granted by the annual general meeting of the Company held on 14 May 2025, resolved on a directed issue of 1,263,642 shares to the guarantors who have entered into guarantee commitments in the Rights Issue and who have chosen to receive consideration in the form of newly issued class B shares in the Company (the "Compensation Issue"). The subscription price in the Compensation Issue amounts to SEK 7.0 per share, corresponding to the subscription price in the Rights Issue in accordance with the guarantee agreements. Payment shall be made by set-off of the guarantors' claims against the Company regarding the consideration for the guarantees.
The Compensation Issue
In connection with the announcement of the Rights Issue, it was announced that BeammWave had received guarantee commitments from a consortium of professional and institutional investors and certain members of the board of directors and senior executives of the Company, totaling approximately SEK 54.8 million, corresponding to approximately 84 percent of the Rights Issue.
The guarantee commitments in the Rights Issue were divided into bottom and top guarantees. The guarantors in the bottom guarantee had the option to choose between 12 percent in cash or 14 percent in the form of newly issued class B shares in BeammWave as consideration. Participants in the top guarantee commitments had the option to choose between 14 percent in cash or 16 percent in the form of newly issued BeammWave class B shares as consideration. Some of the guarantors have chosen to receive the consideration in the form of newly issued class B shares in the Company.
The board of directors has today, pursuant to the authorization granted by the annual general meeting of the Company held on 14 May 2025, resolved on the Compensation Issue. The subscription price in the Compensation Issue amounts to SEK 7.0 per class B share, which corresponds to the subscription price in the Rights Issue in accordance with the guarantee agreements entered into.
The reason for the deviation from the shareholders' preferential rights in the Compensation Issue is to fulfill the Company's contractual obligations towards the guarantors as a result of the guarantee agreements. In addition, the board of directors considers that it is beneficial to the Company's financial position to utilize the possibility to pay the consideration for the guarantors partly in the form of newly issued shares instead of only cash payment as it releases funds that strengthen the Company's working capital.
The basis for the subscription price is negotiations between the Company and the participants at arm’s length, which were conducted in consultation with advisors and after an analysis of the market conditions prior to the Rights Issue. The board of directors’ assessment is that the subscription price in the Compensation Issue shall, in light of the above, be considered in line with market conditions.
Share capital and number of shares
Following registration of the Compensation Issue with the Swedish Companies Registration Office, the Company's share capital will increase by approximately SEK 124,892.84, from approximately SEK 4,321,609.75 to approximately SEK 4,446,502.59. The number of Class B shares in the Company will increase by 1,263,642, from 39,128,225 to 40,381,867. BeammWave also has 4,597,000 Class A shares outstanding, which means that the total number of shares in the Company will increase from 43,725,225 shares to 44,988,867 shares. The Compensation Issue thus entails a dilution effect of approximately 2.81 percent of the number of shares and approximately 1.39 percent of the number of votes in the Company based on the total number of shares and votes in the Company after the Compensation Issue.
Advisors
North Point Securities is acting as financial advisor in connection with the Compensation Issue. Advokatfirman Delphi is acting as legal advisor and Nordic Issuing is acting as issuing agent in connection with the Compensation Issue.
For further information, please contact:
Stefan Svedberg, CEO
+46 (0) 10 641 45 85
info@beammwave.com
About BeammWave
BeammWave AB operates in miniaturized communication solutions for frequencies above 24 GHz. The company is building a chip-based solution intended for the next generation of 5G and 6G, in the form of a radio chip with antenna and associated algorithms. The company's approach to digital beamforming is unique and patented, with the aim of delivering digital communication with higher performance at a lower cost. The company's Class B share (BEAMMW B) is listed on Nasdaq First North Growth Market in Stockholm.
Certified Adviser is Redeye AB.
Important information
The publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions. Recipients of this press release in the jurisdictions in which this press release has been published or distributed should inform themselves of and comply with 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 regulations in their respective jurisdictions. This press release does not constitute an offer to buy or subscribe for shares or other securities issued by the Company, either from the Company or from anyone else, in any jurisdiction where such offer or offer would be contrary to applicable rules or require further registration or other measures.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been or will be prepared in connection with the Rights Issue. In each EEA Member State, this announcement is only directed at "qualified investors" in that Member State as defined in the Prospectus Regulation.
This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration, an 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 offer of such 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, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable regulations or where such action is subject to legal restrictions or would require additional registration or other measures than what follows from Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
In the United Kingdom, this document, and any other materials relating to the securities referred to herein, are only being distributed and directed at, and any investment or investment activity relating to this document is only available to, and will only be available to, "qualified investors" who are (i) persons who have professional experience in activities relating to investments and who fall within the definition of "professional investors" in Article 19(5) of the United Kingdom. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth persons referred to in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). An investment or investment measure to which this announcement relates is only available in the United Kingdom to relevant persons and will only be made with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they act or rely on it.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. The information in this press release is only to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance should be made in relation to the information in this press release regarding its accuracy or completeness. An investment decision to acquire or subscribe for shares in connection with the Rights Issue may only be made based on publicly available information regarding the Company and the Company's shares.
Failure to follow these instructions may constitute a violation of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements regarding the Company's intentions, assessments or expectations regarding the Company's future results, financial condition, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that occur with respect to the content of this press release, unless required by law or Nasdaq First North Growth Market's rules for issuers.
