Impact Coatings AB (publ) has completed the delivery of a newly developed coating process and production solution with improved cost efficiency to Shandong Boyuan New Energy Technology Development Co., Ltd. (“Boyuan”), in accordance with a Letter of Intent between the companies dated June 22, 2024. The enhanced coating solution has now been fully integrated into Boyuan’s two existing INLINECOATER™ PVD systems at the company’s production facility in China – production lines delivered by Impact Coatings in 2022 and 2024, respectively. Boyuan is a leading specialist in forming technology for metal fuel cell bipolar plates.
According to the Letter of Intent, which was described in a press release on the day of signing, Impact Coatings was appointed a strategic supplier of PVD coating equipment to Boyuan. At the same time, Impact Coatings committed to the continued development of coating materials, equipment, and processes for metal bipolar plates for fuel cells. The delivery that has now been completed is in line with this Letter of Intent.
“For us, it is natural to continuously develop our offering to support our partners and customers so they can remain competitive in the market. The market for hydrogen and fuel cells in mobility applications is still in early phase and dependent on governmental support. China continues to invest in this area and is actively creating a market. According to a recently released new roadmap for fuel cell electrical vehicles in China, the volumes are expected to grow in coming years, primarily for commercial vehicles. By reducing costs and increasing productivity, we help our customers and partners remain competitive in the long term, even in a market that must ultimately operate entirely on commercial terms,” said Jonas Nilsson, CEO at Impact Coatings.
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Impact Coatings AB (publ) (“Impact Coatings” or the “Company”) announced on 21 October 2025 that the Board of Directors, conditional on the approval of the extraordinary general meeting, had resolved on a rights issue of approximately SEK 87 million (the “Rights Issue”). On 14 November 2025, the extraordinary general meeting resolved to approve the Board of Directors’ resolution regarding the Rights Issue. Impact Coatings today announces that a disclosure document regarding the Rights Issue has been prepared and registered with the Swedish Financial Supervisory Authority (the “Disclosure Document”) and is available on the Company’s website, www.impactcoatings.com. The Disclosure Document will also be made available on Pareto Securities’ website, www.paretosec.com. In connection with the Rights Issue, the Company has prepared the Disclosure Document in accordance with Article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”). The Disclosure Document has been prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. Preliminary timetable
AdvisersPareto Securities is Sole Manager and Bookrunner, KANTER Advokatbyrå KB is legal adviser to the Company and Advokatfirman Schjødt is legal adviser to Pareto Securities in connection with the Rights Issue.
Impact Coatings (Linköping, Sweden) has during 2025 achieved materially higher order intake compared to previous year for coating services for fuel cell and electrolyzer components. Today, November 14, the company received a coating services order valued at approximately USD 0.5 million from its large North American electrolysis customer. The customer is the leading manufacturer of hydrogen fuel cells and electrolyzers, located in north-eastern United States, who placed significant orders with Impact Coatings in 2023. With the new order, Impact Coatings has during 2025 received more than USD 1 million in orders for electrolyzer coatings from the customer.
As reported in Impact Coatings’ Q3 2025 interim report published October 21, the Coating Service Centers in Sweden and China generated SEK 20.6 million in net sales during the period January-September 2025, an annual growth of 84%, ending Q3 2025 with a SEK 10.5 million Coating Services order backlog.
Impact Coatings AB (publ) (the “Company”) has today, November 14, 2025, held an extraordinary general meeting where the following resolution was adopted.
Approval of the Board of Directors’ resolution on a new issue of shares with preferential rights for existing shareholders
The general meeting resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution from October 21, 2025, regarding a new share issue with preferential rights for existing shareholders (the “Rights Issue”) as follows:
The Rights Issue comprises a maximum of 58,324,474 new shares, increasing the share capital by no more than SEK 7,290,559.25. The right to subscribe for shares shall, with preferential rights for existing shareholders, be granted to those who are registered as shareholders in the Company on the record date November 19, 2025. Each shareholder will receive one (1) subscription right for each share held in the Company. Three (3) subscription rights entitle the holder to subscribe for two (2) new shares in the Company. Subscription of shares can also be made without subscription rights. Subscription by exercise of subscription rights shall be made during the period from and including November 21, 2025, up to and including December 5, 2025. The subscription price is set at SEK 1.50 per share.
On Tuesday, November 25, at 2:00 p.m. (CET), Impact Coatings will showcase the company’s factory and head office in Linköping, Sweden, for investors, analysts and the media. CEO Jonas Nilsson will present the company and lead a factory tour, including answering questions. The event ends at about 4:00 p.m.
Visiting address: Cobolgatan 3, Linköping
Please notify the company of your intention to participate no later than Monday, November 24, by email to anmalan@impactcoatings.com. Presentation and tour will be held in Swedish.
AGENDA
1:30 p.m. – Doors open, coffee and mingling
2:00 p.m. – Presentation: Impact Coatings in brief
Impact Coatings is an advanced materials science company that provides solutions in the form of coatings and coating machines. The presentation will cover Impact Coatings’ operations, including production facilities in Linköping and Shanghai, as well as sales offices in the USA, Germany, and Korea. We will also address the growing market for energy supply to AI data centers using high-efficiency Solid Oxide Fuel Cells (SOFCs) powered by natural gas. Impact Coatings is currently collaborating with Ceres, one of the leading developers and players in the SOFC industry.
2:30 p.m. – Factory tour
Visit to the assembly line for PVD systems, to the Coating Service Center, e.g., used for coating of electrolyzer components for North American and European customers, and to the R&D department, among others, working with iridium oxide for PEM electrolyzers and SOFC coatings.
3:30 p.m. – Q&A session
Attendees will have the opportunity to ask questions regarding Impact Coatings’ business and the ongoing Rights Issue.
4:00 p.m. (approx.) – Event ends
On Monday, November 24, from 9:00 a.m. to 12.00 p.m. (CET), Impact Coatings will host a Capital Markets Update (CMU) via webcast. CEO Jonas Nilsson and management representatives will provide updates on the company, markets and business opportunities. Impact Coatings is currently working with Ceres, one of the leading developers and players in the SOFC industry. We have the pleasure of introducing Caroline Hargrove, CTO at Ceres, as invited speaker.
Link to the webcast and Q&A session: https://www.finwire.tv/webcast/impact-coatings/capital-market-update/ Registration will be required when launching the webcast. All presentations will be held in English.
AGENDA (approximate times):
9:00 Welcome!
9:05 Introduction to Impact Coatings, business and market update, financials Jonas Nilsson, CEO
Impact Coatings has proven technology and operations in Europe and China, with strong presence in the fuel cell and electrolysis markets. We are now taking the next step into the energy supply market and SOFC – solid-oxide fuel cells. Although machine sales have been slow during 2025, the services business is increasing, which together with implemented cost savings put us in a good position in our current and new markets.
10:00 China: Continued growth in hydrogen and fuel cell markets – Impact Coatings (China) at full speed Yaowen Wang, Regional President, China
The Coating Service Center in Shanghai is currently (November 2025) producing 24 hours per day, six days per week, to support the company’s hydrogen fuel cell industry customers. Recent policy signals from the Chinese government and associated industry organizations indicate there will be more work to come.
10:15 North America: Electrolyzers for green hydrogen, ongoing business and future opportunities Robert Mamazza (PhD), Regional President, North America
The order backlog for Coating Services at end of Q3 was over SEK 10 million, the majority of which is from North America. We will update recent commercial and policy developments for hydrogen in North America, as well as Impact Coatings’ activities. Learn about business opportunities within PEM electrolysis for green hydrogen production, both with current customers and potential volume customers currently in the sampling stage.
10:30 Iridium oxide for cost-efficient PEM electrolyzer manufacturing, advanced multi-layer coatings made possible by the INLINECOATER™ Kristian Hillgren (PhD), CTO
Simplifying the production process, increasing material yield and reducing the cost of PEM electrolyzers is crucial for widespread introduction in hydrogen production. Impact Coatings’ iridium oxide on porous transport layers (PLTs) substantially simplifies the production process and reduces the need to apply excessive amounts of iridium on the electrolyzer membrane. Development of the advanced iridium oxide coating, and production of multilayer coatings for critical components, are made possible using Impact Coatings’ unique INLINECOATER™ PVD systems.
10:45 Invited presentation: SOFC power generation for the fast-growing AI data center market, with coatings essential for long-term durability Caroline Hargrove (PhD), CTO at Ceres
Solid-oxide fuel cells (SOFCs) are highly efficient stationary fuel cells that run on natural gas, addressing rising off-grid energy needs. Today’s growth of AI data centers has spurred major commercial advances among leading companies in the SOFC market.
Caroline Hargrove joined Ceres in 2021 as Chief Technology Officer, following three years as a Non-Executive Director at Ceres. She started her career as a lecturer in Engineering at the University of Cambridge, followed by various roles in McLaren F1, mainly focused on the development of digitalization and the first F1 simulator. She was previously CTO of Babylon Health, and worked in a range of sectors from motorsport to health, elite sports, manufacturing and energy. Caroline is also a Fellow of the Royal Academy of Engineering, was Visiting Professor at Oxford from 2015 to 2018 and holds a PhD in Applied Mechanics. In 2020, she received a CBE for services to engineering.
11:15 Q&A session
What: Capital Markets Update (CMU) via webcast Time: Monday November 24, 09:00 a.m.-12:00 p.m. (CET) Link to webcast: https://www.finwire.tv/webcast/impact-coatings/capital-market-update/
The webcast in its entirety will afterwards be available on the company’s website at www.impactcoatings.com/investors.
As resolved by the AGM, the nomination committee of Impact Coatings shall comprise three members representing the company’s largest shareholders in terms of votes, together with the Chairman of the Board as an adjunct member. If any of the three largest shareholders decides not to exercise the right to appoint a representative on the nomination committee, the right is passed on to the next largest shareholder. The nomination committee for the AGM 2026 in Impact Coatings consists of: Kai Tavakka, Chairman, appointed by Accendo Capital SICAV RAIF Joseph Boadi-Darkwah, appointed by Hyundai Motor Company Hans Österberg, private investor Mark Shay, Chairman of the Board, adjunct member The AGM will be held in Linköping on May 20, 2026. The proposals of the nominating committee will be published in the invitation to the AGM and will be made available on the company website, www.impactcoatings.com. Shareholders who wish to submit proposals to the nomination committee may do so via e-mail to investors@impactcoatings.com no later than February 1, 2026.
The shareholders of Impact Coatings AB (publ), reg. no. 556544-5318 (the ”Company”), are hereby invited to participate in the Extraordinary General Meeting (“EGM”), which will be held on Friday November 14, 2025, at 10.00 CET at KANTER law firm on Engelbrektsgatan 3 in Stockholm.
Shareholders wishing to participate in the EGM must be registered in the register of shareholders maintained by Euroclear Sweden AB as of Thursday, November 6, 2025, and notify attendance to the Company no later than Monday, November 10, 2025.
The notice of attendance to the EGM shall be sent by email to anmalan@impactcoatings.com or by post to Impact Coatings AB, Cobolgatan 5, SE-583 30 Linköping, Sweden. The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number, when applicable, the number of assistants, and the number of shares held by the shareholder.
A form of a power of attorney for shareholders who wish to participate in the EGM through a proxy holder will be available on the Company´s website, www.impactcoatings.com. Shareholders who are represented by a proxy holder may exercise their voting right at the EGM by a proxy holder with a written and dated power of attorney which is signed by the shareholder. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be attached. The power of attorney and any certificate of registration or equivalent must be sent to the Company to the abovementioned address well in advance before the EGM. The power of attorney cannot be older than one year, unless a longer validity term is specifically stated in the power of attorney, maximum five years.
Shareholders who have had their shares registered in the name of a nominee must as of November 6, 2025, have their shares registered in their own name in the register of shareholders maintained by Euroclear Sweden AB in order to be entitled to participate in the EGM. Such registration may be temporary (so-called voting rights registration) and is requested from the trustee in accordance with the trustee’s procedures. Registrations of voting rights made no later than November 10, 2025, will be taken into account in the preparation of the share register.
PROPOSED AGENDA
PROPOSED RESOLUTIONS
Resolution on subsequent approval of the Board of Directors’ resolution on a new issue of shares with preferential rights for existing shareholders (item 7)
Background
On October 21, 2025, the Board of Directors of the Company resolved on a new share issue with preferential rights for existing shareholders of approximately SEK 87.5 million before deduction of issue costs, subject to approval by the EGM (the “Rights Issue”).
Proposed resolution
The Board of Directors proposes that the EGM resolves to approve the Board’s resolution from October 21, 2025, on a new share issue with preferential rights for the shareholders on the main terms and conditions set out below:
1. The Rights Issue shall comprise no more than 58,324,474 new shares, increasing the share capital by no more than SEK 7,290,559.25. 2. The Company’s shareholders shall have preferential rights to subscribe for the new shares in proportion to the shares previously held. 3. The record date for the right to participate in the Rights Issue shall be November 19, 2025. 4. Those who are registered as shareholders in the Company on the record date will receive one (1) subscription right for each share held in the Company. Three (3) subscription rights entitle the holder to subscribe for two (2) new shares in the Company. 5. The subscription price shall be SEK 1.50 per share. 6. Such portion of the subscription price for the new shares that exceeds the quota value of the shares shall be allocated to the unrestricted share premium reserve. 7. In the event that not all shares are subscribed for by exercise of subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without subscription rights in accordance with the following allotment principles: (a) firstly, allotment of shares shall be made to those who have also subscribed for shares by exercising subscription rights, regardless if they were registered as shareholders on the record date or not, and in the event of over-subscription, pro rata in relation to the number of subscription rights exercised, and, to the extent this is not possible, by drawing of lots and (b) secondly, allotment shall be made to those who have subscribed for shares without exercising subscription rights, and in the event of over-subscription, pro rata in relation to the amount subscribed for, and, to the extent this is not possible, by drawing of lots. 8. Subscription by exercise of subscription rights shall be made by cash payment during the period from and including November 21, 2025, up to and including December 5, 2025. Notification of subscription without exercise of subscription rights shall be made on a designated application form or subscription list during the period set out above. Shares subscribed for without exercise of subscription rights shall be paid no later than three banking days after notice of allotment has been sent to the subscriber. The Board of Directors shall have the right to extend the subscription period and the term of payment. 9. The new shares will entitle to dividend for the first time on the dividend record date that follows immediately after the new shares have been recorded in the shareholders’ register maintained by Euroclear Sweden.
The Board of Directors, or any person appointed by the Board of Directors, shall be authorized to make such minor adjustments to the above resolution as may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden.
Act on the Review of Foreign Direct Investments
The Company assesses that it conducts protected activities according to the Act (2023:560) on the Review of Foreign Direct Investments. Consequently, an investment in shares in the Rights Issue (other than by exercising preferential rights), which results in an investor acquiring a shareholding corresponding to or exceeding a threshold of 10, 20, 30, 50, 65, or 90 per cent or more of the total number of votes in the Company after the completion of the Rights Issue, must be reported to the Inspectorate for Strategic Products before the investment and, if applicable, the corresponding authority in accordance with legislation in another jurisdiction and cannot be completed until the Inspectorate for Strategic Products and, if applicable, another corresponding authority in another jurisdiction, has left the notification without action or approved the investment.
DOCUMENTS, INFORMATION AND NUMBER OF SHARES AND VOTES
The Board of Directors and the CEO shall, if a shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, at the EGM provide information regarding circumstances that may affect the assessment of an item on the agenda.
All documents in accordance with the Swedish Companies Act will be available at the Company and on the Company’s website, www.impactcoatings.com, no later than Friday, October 24, 2025. The documents will be sent free of charge to shareholders who request it and who states its address.
The total number of shares and votes in the Company as of the date of this notice is 87,486,713.
For information on how your personal data is processed in connection with the EGM, please see the privacy notice on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
___________________________Linköping in October 2025Impact Coatings AB (publ)Board of Directors
FINANCIAL RESULTS THIRD QUARTER 2025
FINANCIAL RESULTS JANUARY-SEPTEMBER 2025
BUSINESS HIGHLIGHTS DURING THE THIRD QUARTER 2025
BUSINESS HIGHLIGHTS AFTER THE PERIOD
[1] Metals for electrolysis are from Q3 2025 not reported separately and are included in the net sales and order backlog numbers.[2] Includes the part of the inventory that has been financed by customer pre-payments.[3] Future agreed leasing revenue of SEK 9.9 million over 42 months for a production line leased out by the subsidiary in China is not included in the backlog figures.
CEO’s COMMENTARY
The third quarter of 2025 was characterized by a still challenging market, with continued delays in system orders negatively affecting net sales and liquidity. We see continued interest in our solutions with several new customers and customers who have taken further steps forward in their evaluations. Coating Services delivered robust sales growth and a stronger order backlog. To drive sales, we are broadening our offering to new application areas, such as solid-oxide fuel cells (SOFC) for data center power generation. The company’s planned new share issue announced today is part of this effort.
Share issueThroughout 2025 and especially during the third quarter, the company has worked along several dimensions to secure liquidity and avoid the need for new equity capital. For example, we have reduced staff substantially, stream-lined the handling of precious metals and other inventory, strengthened the purchasing function to reduce cost of goods sold, initiated loans in our Chinese subsidiary at attractive terms, and more. Our continuous liquidity planning has been tied to a forecasted flow of system orders, which have unfortunately been delayed as time has elapsed. In the vast majority of cases, our assessment is that these delays are due to a broad trend in industry to postpone major capital investments, which we see and hear about in the automotive industry, in luxury products and in parts of the energy sector where we are active. We have been able to conclude in only two cases during 2025 that we lost business to competing suppliers.
The proposed new share issue, which is described in more detail in separate documentation, should be viewed as a means for the company to bridge a challenging period, while creating opportunities to commercialize solutions that open or expand exciting new markets, for example in natural gas-fueled SOFC power generation for AI data centers.
As a shareholder, I will participate in this new share issue along with several of the company’s board members. We see great opportunities for Impact Coatings to create long-term value for all shareholders.
Net salesNet sales for the third quarter amounted to SEK 13.7 million (31.7). As in the previous quarter, the decrease is mainly explained by the continued lack of system deliveries. We remain convinced that prolonged investment decisions are mainly due to market uncertainty, not lack of demand. The positive development in other parts of the business supports this conclusion.
Sales outside of coating systems grew more than 30% compared to the previous year. In Coating Services in China, we surpassed already in September last year’s total production volume in number of plates, reflecting the growing demand in the regional industry linked to hydrogen. At the same time, increased commercial interest in North America and Europe has driven the order backlog in Coating Services, which at the end of the quarter amounted to SEK 10.5 million for the group.
China is the world leader in the deployment of trucks and other commercial vehicles powered by fuel cells. We are proud that our Premium FC coating has been well-received by the market and we continue to develop it to meet the needs of OEMs and fuel cell system manufacturers. By establishing a subsidiary already in 2022, we have built a strong regional presence in China with the capacity to deliver both technology and volumes as the market grows.
Net sales for the rolling 12-month period amounted to SEK 72 million, negatively affected by the lack of system deliveries so far in 2025. The increased volatility in revenues underlines the importance of our ongoing work expanding the revenue base and reducing the company’s dependence on single machine orders. We continue to prioritize initiatives that strengthen our presence in emerging markets and develop new offerings, with the goal of creating more sustainable and balanced growth in the future. Our long-term ambition remains firm, and we are continuously adapting to meet changing market conditions and increase business stability over time.
Sales development and new opportunitiesThe increased Coating Services order backlog reflects continued underlying demand for our services even if major investment decisions are still delayed. Activity during lead generation and sales development is good, and we continue to win new customers that test our solutions. At the same time, relationships with existing customers are growing stronger, as they advance their evaluations of our solutions.
We are creating new opportunities in both established and new segments. Among other initiatives, we are increasing development collaboration with players to grow our relevance in energy applications. Our innovations with iridium oxide are expanding our offering in electrolysis, while our high-performance coating methods for solid oxide applications (SOFC/SOEC) position us in fast-growing application areas with broad industrial potential, such as power to data centers, fueled by natural gas. We are also working on new application areas, such as electromagnetic shielding for advanced defense technology, an area where we see that our coating technology can offer valuable functionality. Together, these activities show that our position in the market is growing stronger and that we can generate revenue in diverse application areas.
OutlookThe business has developed more slowly than we anticipated earlier. Customers have delayed capital investment decisions, reflecting global uncertainty that affects many industries. It also means we have had to pivot away from certain hydrogen applications that lack commercial viability.
At the same time, we see clear signs that our long-term investments are bearing fruit – not least in Coating Services, where interest is increasing and volumes are rising. We have also taken important steps to control costs, increase operating efficiency and lower our break-even point.
We are persevering through a challenging period, confident that our underlying strengths remain and that we have unique, competitive solutions that will help Impact Coatings achieve profitable growth in the long term.
Jonas Nilsson, CEO
Presentation
Impact Coatings invites investors, analysts and the media to a presentation of this Interim Report on Tuesday October 21 at 09:00 am (CEST). CEO Jonas Nilsson and CFO Lena Åberg will comment on the Interim Report and take questions. The presentation will be held via webcast in English.
The Board of Directors of Impact Coatings AB (publ) (“Impact Coatings” or the “Company”) has today, conditional on the approval of the extraordinary general meeting, resolved on a rights issue of approximately SEK 87.5 million (the “Rights Issue”). The subscription price has been determined to SEK 1.5 per share. Those who on the record date on 19 November 2025 are registered as shareholders in Impact Coatings will receive one (1) subscription right for each share held. Three (3) subscription rights will entitle to subscription for two (2) shares. The Company has received subscription commitments from existing shareholders and members of the Board of Directors and management which in total amount to approximately SEK 2.4 million, corresponding to approximately 2.7 percent of the Rights Issue. Notice to the extraordinary general meeting for the resolution to approve the Rights Issue, which will be held on 14 November 2025, will be published through a separate press release.
Summary
Jonas Nilsson, CEO of Impact Coatings, commented:“Over nearly thirty years, Impact Coatings has delivered advanced PVD coatings and coating systems to demanding customers in the energy, automotive, electronics, and luxury goods industries. Following strong system sales in 2023 and 2024, delayed investment decisions in the industry affected machine deliveries in 2025. At the same time, robust growth in Coating Services in Linköping and Shanghai indicates strong underlying demand for our solutions. We are leveraging our technology platform to pivot away from projects that depend on hydrogen for passenger vehicles. To this end, we are prioritizing advanced coatings essential for natural gas-fueled SOFC power to AI data centers, where we have early commercial traction and see significant upside potential, along with other energy-related applications. Coupled with aggressive cost-cutting and efficiency measures, we will deploy new capital to expand into high-value application areas like SOFC and accelerate our journey to profitability.” Background and rationaleImpact Coatings has, since its founding in 1997, earned its reputation as an innovator and reliable partner offering advanced coating materials, processes and machines to a global customer base. The Company’s unique combination of expertise, coating services, and versatile PVD coating equipment offers customers a single platform that takes coating solutions from development to volume production. With an installed base of some 50 coating systems, the Company has a loyal existing customer base and generates revenue from prototyping, Coating Services, system sales, and aftermarket products/services. During 2024 and 2025, the Company added 39 new revenue-generating customers. Following strong system sales in 2023 and 2024, this year has seen customers postponing capital investment decisions, resulting in weak system sales across application areas. Robust demand for Coating Services, however, as well as a strong pipeline of potential orders from new and existing customers, suggest underlying demand for the Company’s solutions remains strong. The commercial weakness of green hydrogen for mobility applications, especially passenger vehicles, has negatively affected Impact Coatings and its global peer companies since 2021. The Company is therefore pivoting its strategy to address a broader set of economically viable application areas and customer groups. In particular, the Company is experiencing commercial demand for advanced coatings essential for the performance and durability of SOFC power generation systems, often powered by natural gas and aimed at accelerating time-to-launch of AI data centers. The Company’s expertise and offerings address other applications in the energy sector including PEM electrolysis and fuel cells, as well as industrial coating applications in electronics, semiconductors, military/defense, and luxury goods. To adapt the cost base to the current market and lower its break-even point, Impact Coatings has implemented significant headcount reductions and operational efficiency improvements, with continuing measures targeting working capital management and machine bill of materials (COGS). Based on the savings already realized, the Company estimates that it would reach a positive EBITDA at the same sales level and mix as in 2024, and with additional planned cost reductions, also a positive EBIT. The proposed Rights Issue aims to provide Impact Coatings with capital to bridge a period of customers’ temporary capital spending delays while also fueling growth in high-potential application areas such as SOFC power generation for data centers. The Company sees significant opportunities to broaden its product portfolio and improve its supply chain for system manufacturing and assembly; both initiatives will require capital but build upon the Company’s already robust strengths and expertise. The Company anticipates reaching sustained profitability through a combination of revenue growth and continued improvements to the cost base and operational efficiencies. Use of proceedsIf the Rights Issue is fully subscribed, the Company will receive approximately SEK 87.5 million before deduction of transaction costs. The Company’s liquidity forecast of cash flows and available liquid assets (including precious metal stocks) indicates that the working capital deficit amounts to approximately SEK 40 million over the next twelve months. Given the Company’s current business plan and considering the abovementioned background, the Company will use the net proceeds for the following purposes listed below in order of priority: (i) Industrialization of ongoing customer-driven development within SOFC/SOEC and Iridium reduction/substitution, approximately 30 percent.
(ii) Development of new applications and market opportunities within semiconductors, defense, heat exchangers, and industrial R&D, approximately 30 percent.
(iii) Strengthening of supply chain and machine production, including local sourcing and assembly near key customer markets, approximately 20 percent.
(iv) Working capital and general corporate purposes, approximately 20 percent. Extraordinary general meetingThe Board of Directors intends to convene an extraordinary general meeting through a separate press release, which will be held on 14 November 2025, to approve the Rights Issue. The Rights IssueShareholders who are registered in the share register in Impact Coatings on the record date on 19 November 2025 will receive one (1) subscription right for each share held in the Company. Three (3) subscription rights entitles to subscription for two (2) shares. The subscription price is SEK 1.5 per share, which means that Impact Coatings will receive gross proceeds of approximately SEK 87.5 million before deduction of transaction costs, provided that the Rights Issue is fully subscribed. In addition, investors are offered the opportunity to sign up for subscription of shares without the support of subscription rights. Provided that the Rights Issue is fully subscribed, and provided that the extraordinary general meeting resolves to approve the Rights Issue, the number of shares in Impact Coatings will increase by 58,324,474, from 87,486,713 to 145,811,187 and the share capital will increase by a maximum of SEK 7,290,559.250, from SEK 10,935,839.125 to SEK 18,226,398.375. Shareholders who choose not to participate in the Rights Issue will through the Rights Issue have their ownership diluted by up to 40.0 percent (calculated on the total number of outstanding shares and votes in the Company after completion of the Rights Issue). These shareholders have the opportunity to compensate themselves financially for this dilution effect by selling their received subscription rights. The last day of trading in the Company’s share including the right to receive subscription rights in the Rights Issue is on 17 November 2025. The shares are traded excluding the right to receive subscription rights in the Rights Issue as of 18 November 2025. The subscription period, with or without the support of subscription rights, runs from and including 21 November 2025 up to and including 5 December 2025. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 21 November 2025 up to and including 2 December 2025 and trading in BTAs (paid subscribed share) will take place on Nasdaq First North Growth Market during the period from and including 21 November 2025 to around 17 December 2025. Subscription commitmentsThe Company has received subscription commitments from existing shareholders and member of the Board of Directors and management, which in total amount to approximately SEK 2.4 million, corresponding to approximately 2.7 percent of the Rights Issue. No fee is paid for submitted subscription commitments. The subscription commitments are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements. The Company assesses that it conducts protected activities according to the Act (2023:560) on the Review of Foreign Direct Investments. Consequently, an investment in shares in the Rights Issue (other than by exercising preferential rights), which results in an investor acquiring a shareholding corresponding to or exceeding a threshold of 10, 20, 30, 50, 65, or 90 per cent or more of the total number of votes in the Company after the completion of the Rights Issue, must be reported to the Inspectorate for Strategic Products before the investment and, if applicable, the corresponding authority in accordance with legislation in another jurisdiction and cannot be completed until the Inspectorate for Strategic Products and, if applicable, another corresponding authority in another jurisdiction, has left the notification without action or approved the investment. Preliminary timetable
Disclosure documentIn connection with the Rights Issue, the Company will prepare a disclosure document in accordance with Article 1.4 db of the European Parliament and Council Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The disclosure document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation and will be published by the Company before the subscription period begins. The disclosure document is expected to be published around 19 November 2025. Lock-up undertakingsPrior to the execution of the Rights Issue, all shareholding members of the Board of Directors and senior management of the Company as well as the Company’s largest shareholder Accendo Capital SICAV RAIF, have entered into lock-up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 180 days after the settlement date in the Rights Issue. Furthermore, the Company has undertaken towards Pareto Securities AB, subject to customary exceptions, not to issue additional shares or other share-related instruments for a period of 12 months after the end of the subscription period. AdvisersPareto Securities is Sole Manager and Bookrunner, KANTER Advokatbyrå KB is legal adviser to the Company and Advokatfirman Schjødt is legal adviser to Pareto Securities in connection with the Rights Issue.
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