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Against the interest in the completed rights issue, BeammWave AB (“BeammWave” or the “Company”) has resolved, in accordance with what has been previously communicated, to investigate the conditions for carrying out a directed share issue of approximately SEK 20 million before issuing costs (the “Directed Share Issue”) by using the authorisation from the annual general meeting on May 14, 2025, to the external investors who acted as guarantors in the completed rights issue.
The subscription price and the number of shares in the Directed Share Issue will be determined through arm's length negotiations with the potential investors and in consultation with the Company's financial advisor North Point Securities. It is therefore the Board of Directors' assessment that the subscription price will reflect prevailing market conditions and demand. The outcome will be announced before trading on Nasdaq First North Growth Market in Stockholm commences on September 1, 2025.
Background to the Directed Share Issue and rationale for the deviation from the shareholders’ preferential rights
For many years, BeammWave has operated as a development company specializing in miniaturized communication solutions for frequencies above 24 GHz, and has developed a patented chip-based technology designed for next-generation 5G and 6G. The solution consists of a radio chip with an integrated antenna and proprietary algorithms. This development, which has formed the foundation of the Company and its business, has required substantial capital, primarily financed through several rights issues in recent years.
In 2025, BeammWave achieved a commercial breakthrough by demonstrating to major multinational customers across all three of the Company’s business areas that its digital beamforming technology works in practice. This, in turn, has resulted in both existing and potential new customers expecting the Company to be able to deliver radio chips in high volumes within 12–24 months. Consequently, BeammWave must transition from being a development company to undertaking the industrialization of its technology, including securing volume production as soon as possible. As BeammWave enters the next stage of its development journey and maturity, the Company also needs to be complemented with new expertise, experience and networks from its shareholder base that can be leveraged going forward. Furthermore, as BeammWave advances towards industrialization, new opportunities may arise in the form of geographic expansion or acquisitions, where the Company may require swift access to capital from existing shareholders in order to seize such opportunities.
The reasons for the deviation from shareholders’ preferential rights are therefore to raise additional capital in the most time- and cost-efficient manner in order to finance and enable a faster expansion of the Company’s production and market capacity, so as to meet customer expectations for high-volume chip deliveries as quickly as possible. The Directed Share Issue also allows BeammWave to strengthen its shareholder base and bring in new long-term shareholders with strong financial resources as well as expertise, experience and networks from which the Company can greatly benefit. According to the Board of Directors’ assessment, carrying out another rights issue would be significantly more time-consuming, which could risk the Company missing out on potential development opportunities and partnerships. In addition, another rights issue would entail substantially higher costs for the Company, mainly attributable to the procurement of a guarantee consortium and increased exposure to potential market volatility.
Through the Directed Share Issue, the Company’s shareholder base will be expanded with Swedish institutional and professional investors, which is considered advantageous for the Company, its long-term development and the liquidity of the share. Against this background, BeammWave’s Board of Directors has concluded that the Directed Share Issue is in the best interests of the Company and its shareholders.
Advisors
North Point Securities is acting as financial advisor in connection with the Directed Share Issue. KANTER Advokatbyrå is acting as legal advisor and Nordic Issuing is acting as issuing agent in connection with the Directed Share 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 Directed Share 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 Directed Share 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 Directed Share 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.
