The rights issue was fully subscribed, providing Ortivus with approximately SEK 54 million before transaction costs.

Ortivus AB (“the Company” or “Ortivus”) hereby announces the outcome of the fully underwritten rights issue of B shares with a subscription period that ended on 15 October 2025 (the “Rights Issue”).

The outcome of the Rights Issue shows that 13,280,788 B shares were subscribed for with the support of subscription rights, corresponding to approximately 30.0% of the Rights Issue; 201,877 B shares were subscribed for without subscription rights, corresponding to approximately 0.5% of the Rights Issue; and 30,824,803 B shares were subscribed for through the utilisation of the guarantee commitment, corresponding to approximately 69.5% of the Rights Issue.

In total, 44,307,468 B shares were subscribed for with and without subscription rights and through the guarantee commitment, resulting in a total issue amount of SEK 54,055,110.96, corresponding to 100% of the Rights Issue. Through the Rights Issue, Ortivus will receive a total of approximately SEK 54 million before transaction costs. The guarantee commitment is, however, not secured by bank guarantees, blocked funds, pledges, or similar arrangements.

Allocation of Subscriptions
At the extraordinary general meeting on 19 September 2025, the Company resolved to carry out a fully underwritten rights issue of up to 44,307,468 B shares, corresponding to a maximum issue amount of approximately SEK 54 million before transaction costs.

The outcome shows that 13,280,788 B shares were subscribed for with subscription rights (approximately 30.0% of the Rights Issue), 201,877 B shares were subscribed for without subscription rights (approximately 0.5%), and 30,824,803 B shares were subscribed for through the guarantee commitment provided by Ponderus Invest AB (approximately 69.5%).

In total, 44,307,468 B shares were subscribed for, resulting in a total issue amount of SEK 54,055,110.96, corresponding to 100% of the Rights Issue. Accordingly, Ortivus will receive a total of approximately SEK 54 million before transaction costs.

Information on Ponderus Invest AB’s Voting Rights after the Rights Issue
Following discussions with Ponderus Invest, the Company has established that Ponderus Invest’s ownership in the Company will amount to approximately 61% of the shares and approximately 53% of the voting rights following completion of the Rights Issue.

Under the applicable rules of good stock market practice, as set out in the non-statutory Takeover Rules for certain trading platforms, Ponderus Invest is required to disclose its total shareholding in the Company once the Rights Issue has been registered with the Swedish Companies Registration Office (Bolagsverket) if its holding represents 30% or more of the total voting rights. Thereafter, under the rules, Ponderus Invest has four (4) weeks to either reduce its holding to below thirty (30) percent of the voting rights in the Company or to make a public takeover offer for the remaining outstanding shares in the Company.

Notice of Allocation and Payment
Allocation of B shares will be carried out in accordance with the principles set out in the information memorandum published by the Company on 30 September 2025 (the “Information Memorandum”).

A notice of allocation to subscribers who have subscribed for shares without subscription rights is expected to be sent via email on 20 October 2025 in the form of a settlement note. Allocated shares must be paid in cash in accordance with the instructions set out in the settlement note.

Only those who have been allocated shares will be notified. Subscribers who have subscribed via custodians will receive allocation notices and payment instructions in accordance with the respective custodian’s procedures.

Change in Number of Shares, Share Capital and Dilution
The Rights Issue increases the number of shares in the Company by 44,307,468 B shares, resulting in a total of 88,614,936 shares, of which 1,662,682 are A shares and 86,952,254 are B shares. Following registration of the Rights Issue with Bolagsverket, the Company’s share capital will increase by SEK 15,507,613.80 to a total of SEK 31,015,227.60.

The dilution resulting from the Rights Issue amounts to approximately 50% of the total number of shares and approximately 43% of the total voting rights in the Company.

Trading in Paid Subscription Rights (BTA)
Trading in paid subscription rights (BTA) resulting from the Rights Issue will take place on Nasdaq First North Growth Market until the Rights Issue has been registered with Bolagsverket.

Registration with Bolagsverket is expected to occur during week 45, 2025. Thereafter, approximately one week later, the BTA will be converted into ordinary B shares.

Issuer agent
Nordic Issuing acts as the issuer agent in connection with the Rights Issue.

Important information
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.

The information in this press release may not be announced, released, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United States of America, or any other jurisdiction where such announcement, release publication or distribution of the information would not comply with applicable law 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.

The release, publication 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 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 or otherwise trade in any securities in the Company in any jurisdiction, neither from the Company nor from someone else.

This press release is not a prospectus in the meaning of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction, No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an Information Document in the form provided for in Annex IX of the Prospectus Regulation before the subscription period in the Rights Issue begins.

The press release neither identifies or claims to identify risks (direct or indirect) that could be associated with an investment in the Company. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. Neither does this press release constitute a recommendation concerning any investor’s decision regarding the Rights Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the USA. The securities referred to herein may not be offered or sold in the USA absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”) and other applicable laws in the USA, and may not be offered or sold within the USA absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws in USA. There is no intention to register any securities referred to herein in the USA or to make a public offering of the securities in the USA.

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 may contain certain forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies, opportunities, and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “aim”, “anticipate”, “assess”, “believe”, “calculates”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “should”, or “will” and, in each case, negatives thereof, and other expressions indicating or predicting future developments or trends.

Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development, and the actual outcome could differ materially from the forward-looking statements.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company gives no assurances that they will materialize or prove to be correct. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct nor does the Company accept any responsibility of any kind for the future accuracy of any opinions expressed in this press release. The readers 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 that are expressly or implicitly contained herein refer only as of their date and are subject to change without notice. Neither the Company nor anyone else undertakes to review, update, confirm, or 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 required by law or Nasdaq First North Growth Market’s 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 conducting its own target market assessment regarding the shares in the Company and determining the appropriate distribution channels.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.