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Oslo, 18 March 2026: Reference is made to the announcement made by NEXT Biometrics Group ASA (OSE: NEXT) (âNEXTâ) or the âCompanyâ) on 11 March 2026 regarding the contemplated partially underwritten rights issue of new shares with preferential subscription rights (the âSubscription Rightsâ) for the Companyâs existing shareholders to raise gross proceeds of up to NOK 50 million (the âRights Issueâ).
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The Rights Issue is partially underwritten by certain new and existing shareholders (the âUnderwritersâ), who have committed to subscribe for NOK 41 million of the total subscription amount (the âTotal Underwriting Obligationâ).
In addition, the board of directors of the Company (the âBoardâ) will propose that all investors in the Rights Issue are granted one (1) warrant (Nw.: frittstĂĽende tegningsrett) for every two (2) Offer Shares allocated to them in the Rights Issue (the âWarrantsâ). The Warrants will be transferable but will not be admitted to trading on Euronext Oslo Børs. Each Warrant will be free of charge and give the right to subscribe for one new share in the Company at an exercise price per share equal to the Subscription Price (as defined below) in the Rights Issue. Each investor in the Rights Issue may exercise 50% of the Warrants granted to it during the period from 17 March 2027 at 09:00 (CET) to 31 March 2027 at 16:30 (CEST) (the âFirst Exercise Periodâ) and the remaining 50% during the period from 17 June 2027 at 09:00 (CEST) to 1 July 2027 at 16:30 (CEST) (the âSecond Exercise Periodâ and, together with the First Exercise Period, the âExercise Periodsâ). Following expiry of the relevant Exercise Periods, all Warrants not exercised will lapse without compensation to the holder. Completion of the Rights Issue through delivery of the Offer Shares is not conditional upon the Warrants being issued and subscription for the Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by applicants if the Warrants are not issued. Issuance of the Warrants are subject to approval by the AGM (as defined below).
The net proceeds from the Rights Issue will be used for repayment of the Bridge Loans (as defined below), and is expected to finance the Companyâs business plan into 2027.
Arctic Securities AS is engaged as manager (the âManagerâ) for the Rights Issue.
In connection with the Rights Issue, the Company has raised bridge loans of a total amount of NOK 25 million to cover immediate short-term liquidity needs, primarily related to working capital needs for recently received orders for new products currently not in stock (the âBridge Loansâ). The Bridge Loans will be repaid with proceeds from the Rights Issue.
Further, the Company has agreed that the initial amount under the shareholder loan agreement entered into with certain lenders on 20 January 2026 for the principal amount of NOK 9 million (the âShareholder Loanâ), will be set off through the issuance of new shares in the Company to the lenders at a conversion price equal to the Subscription Price in the Rights Issue, upon completion of the Rights Issue. Any accrued interest under the Shareholder Loan is waived by the lenders under the Shareholder Loan.
Terms and conditions for the potential Rights Issue
The Rights Issue is subject to, inter alia, the following conditions, jointly referred to as the âConditionsâ being fulfilled: (i) an extraordinary general meeting (âEGMâ) of the Company to be held on 7 April 2026 having resolved a reverse share split (the âReverse Share Splitâ) and a share capital decrease by the reduction of the nominal value of the Companyâs shares (the âShare Capital Reductionâ), (ii) the Share Capital Reduction having been completed following expiry of a six-week creditor notice period under Section 12-5 of the Norwegian Public Limited Liability Companies Act, (iii) the annual general meeting of the Company to be held on 20 May 2026 (the âAGMâ) having resolved the Rights Issue, and (iv) the Financial Supervisory Authority of Norway having approved, and the Company having published, the Prospectus (as defined below). The notice of the EGM was published on 17 March 2026, while the notice of the AGM will be published in a separate stock exchange announcement three weeks prior to the date of the AGM.
Subject to approval by the AGM, each existing shareholder of the Company as of the date of the AGM (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository (the âVPSâ)) as at the expiry of the second trading day following the AGM (the âRecord Dateâ) will be granted Subscription Rights (rounded down to the nearest whole number of Subscription Rights) based on the number of shares in the Company registered as held by the shareholder on the Record Date, cf. section 10-4 of the Norwegian Public Limited Liability Companies Act. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Company (the âOffer Sharesâ). The Subscription Rights are expected to be tradable and listed on Euronext Oslo Børs from and including the first day of the subscription period and until 16:30 (CEST) four trading days prior to the expiry of the subscription period. Over-subscription and subscription without Subscription Rights will be permitted.
The subscription price in the Rights Issue is NOK 0.10 per new share (the âSubscription Priceâ), however such that the Subscription Price shall be adjusted following the Reverse Share Split.
It is currently contemplated that the Rights Issue will be conducted with a two-weeks subscription period in Q2 2026 following the completion of the following conditions: (i) the EGM having resolved the Reverse Share Split and the Share Capital Reduction, (ii) the AGM having resolved the Rights Issue, (iii) the approval of an offering and listing prospectus prepared by the Company in relation to the Rights Issue by the Financial Supervisory Authority of Norway (the âProspectusâ) and (v) publication of the Prospectus by the Company. The Prospectus will include the full terms and conditions of the Rights Issue. Further, completion of the Rights Issue is conditional upon the Share Capital Reduction having been completed following expiry of the six-week creditor notice period under Section 12-5 of the Norwegian Public Limited Liability Companies Act.
Underwriting
Each Underwriter has entered into underwriting agreements with the Company and the Manager (the âUnderwriting Agreementâ), pursuant to which the Underwriters have undertaken to underwrite the Total Underwriting Obligation of NOK 41 million. The Total Underwriting Obligation is divided between certain existing shareholders and third parties, in addition to members of the Companyâs management and board of directors as follows:
⢠Arctic Securities AS shall underwrite a total of NOK 20.125 million of the Total Underwriting Obligation.(1)
⢠Valset Invest AS (NOK 7.5 million), Edgewater AS (NOK 3 million), HAAS AS (NOK 3 million), Camaca AS (NOK 2 million), Six-Seven AS (NOK 1.75 million), Skaug Holding AS (NOK 1 million), Camiko AS (NOK 666,667), Cryptic AS (NOK 666,667) and Ăystein Tvenge (NOK 666,666) (collectively, the âExisting Shareholdersâ) shall underwrite a total of NOK 20,250,000 of the Total Underwriting Obligation.
⢠Ulf Ritsvall, CEO (NOK 250,000), Hans Henrik Klouman, chairperson (NOK 250,000) and Roy Tselentis, board member (NOK 125,000), shall underwrite a total of NOK 625,000 of the Total Underwriting Obligation (collectively, the âPrimary Insidersâ).
The Existing Shareholders and the Primary Insiders will be entitled to underwriting fee consisting of one Warrant (on the same terms and conditions as stated for the Warrants above) per Offer Share underwritten in the Rights Issue (however such that the Subscription Price, number of Warrants and Offer Shares issued in the Rights Issue shall be adjusted following the Reverse Share Split and the Share Capital Reduction to be resolved by the EGM), which will be issued upon completion of the Rights Issue.
Arctic Securities AS will be entitled to an underwriting fee of 11% its underwriting commitment payable in cash upon completion of the Rights Issue. In the event that the Company publishes a stock exchange notice that it will not complete the Rights Issue, Arctic Securities AS is entitled to an underwriting fee of 12% of its respective part of the Total Underwriting Obligation received as new shares in the Company, where the subscription price proposed by the board of directors shall be based on the volume-weighted average price (VWAP) of the Companyâs shares on OSE the three trading days after the date of the AGM. (1)
Each Underwriter has undertaken to vote in favor of the resolutions required to complete the Reverse Share Split and Share Capital Reduction and the Rights Issue, provided that it is a shareholder in the Company at the record date for the EGM and AGM, respectively.
Allocation
The allocation principles for the Offer Shares in the Rights Issue will resolved by the AGM, but are expected to be as set out below:
a) Firstly, allocation of Offer Shares to subscribers will be made in accordance with granted and acquired Subscription Rights which have been validly exercised during the Subscription Period. Each Subscription Right will give the right to subscribe and be allocated one Offer Share in the Rights Issue.
b) Secondly, if not all Subscription Rights are validly exercised during the Subscription Period and there are remaining unallocated Offer Shares following the allocation pursuant to paragraph a) above, subscribers who have exercised their Subscription Rights and over-subscribed, will be allocated additional Offer Shares on a pro rata basis based on the number of Subscription Rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by drawing of lots.
c) Finally, Offer Shares not allocated pursuant to paragraph a) â b) above, will be allocated to and subscribed by the Underwriters pursuant to, and in accordance with, each Underwriterâs respective part of the Total Underwriting Obligation pursuant to the terms and conditions of the relevant underwriting agreements.
The final allocation principles resolved by the AGM may deviate from those set out above. Information about the allocation principles will also be set out in the Prospectus.
Indicative timeline
According to the current tentative timetable, and subject to the Conditions being met, it is expected that the Rights Issue will take place during late May and early June 2026, according to the following tentative timeline:
EGM to resolve the Share Capital Reduction: 7 April 2026
AGM to resolve the Rights Issue: On or about 20 May 2026
Approval and publication of the Prospectus: On or about 21 May 2026
Record date for determination of the right to receive Subscription Rights: On or about 22 May 2026
Commencement of the Subscription Period for the Rights Issue: On or about 23 May 2026
All dates and other figures with respect to the Rights Issue, Reverse Share Split and Share Capital Reduction included herein remain tentative and subject to change. Any changes will be announced through stock exchange announcements.
For further information, please contact:
Ulf Ritsvall, CEO
Email: ulf.ritsvall@nextbiometrics.com
Eirik Underthun, CFO
Email: eirik.underthun@nextbiometrics.com
(1) Arctic Securities AS has entered into put option agreements for a predetermined consideration equal to the underwriting fee with a number of natural and legal persons according to which Arctic Securities AS has the right to sell any shares acquired in the Rights Issue at a price corresponding to the Subscription Price in the Rights Issue.
About NEXT Biometrics
NEXT Biometrics is a pioneer of high-security biometric authentication, enabling users to live simpler, safer lives.
NEXT Biometrics was founded on the belief that strong authentication and identification can be secure, seamless and cost effective for governments and businesses with Active ThermalÂŽ technology. More than 25 years later, NEXT has retained its Norwegian heritage and grown to serve customers globally. Today, our solutions are used by billions of users each year across 10+ national ID and local programs, 150.000+ POS terminals, 25+ laptop and tablet models from tier-1 OEMs, and physical and logical access control implementations. Through state-of-the-art technology, deep industry expertise and close collaboration with partners for seamless integration, Active ThermalÂŽ biometrics can make life simpler and safer for everyone. For more information, visit NEXT Biometrics, read our blog and follow us on LinkedIn. NEXT Biometrics is listed on Euronext (NEXT.OL).
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the âSecurities Actâ), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to âqualified institutional buyersâ as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression âProspectus Regulationâ means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that who fall within the definition of âinvestment professionalsâ in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the âOrderâ) or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it otherwise lawfully be communicated (all such persons together being referred to as âRelevant Personsâ). Any person who is not a Relevant Person must not act or rely on this Investor Presentation or any of its contents. Any investment or investment activity to which this communication relates is available only for Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as âbelieveâ, âexpectâ, âanticipateâ, âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. 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 make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation 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 announcement.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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