The Directed Share Issue

The Directed Share Issue is intended to be carried out with deviation from the shareholders' preferential rights and Tranche 1 is intended to be resolved based on the authorization granted by the annual general meeting on 12 June 2026. As the persons who have expressed their intention to subscribe for Tranche 2 consist of members of the Board of Directors and management of InCoax, such decision is subject to Chapter 16 of the Swedish Companies Act (2005:551) (the so-called Leo Rules) and will require approval from an Extraordinary General Meeting of the Company with the support of at least nine-tenths of both the votes cast and the shares represented at the meeting.

The subscription price and the number of new shares to be issued in the Directed Share Issue will be determined through an accelerated bookbuilding process, which will commence immediately following the publication of this press release and managed by Sedermera. The outcome of the accelerated bookbuilding process, including the pricing and allocation of the new shares, is expected to be announced before trading in the Company's share commence on 16 June 2026. The deadline for submitting indications of interest, as well as the timing of pricing and allocation in the accelerated bookbuilding process, will be determined by the Company in consultation with Sedermera. The Company reserves the right to shorten, extend, increase, reduce or terminate the accelerated bookbuilding process, and may, at any time, refrain from completing the Directed Share Issue in whole or in part.

The net proceeds from the Directed Share Issue and the Credit Facility (the "Financing") are intended to strengthen the Company's financial position and thereby improve its ability to convert ongoing customer discussions into commercial agreements. Since the launch of the Company's first product lines featuring integrated eQoS software, the Company has experienced growing interest from prospective customers at various stages of engagement. Together with new orders expected during the coming 6-18 month period, the Financing is intended to fund the Company's ongoing operations until it achieves positive cash flow.

Considerations

The Board of Directors has conducted a comprehensive analysis and carefully evaluated the conditions for raising capital through a rights issue. Following an overall assessment, the Board has concluded that the Directed Share Issue, under prevailing market conditions, is the most favorable alternative for the Company, its shareholders, and the Company's long-term strategic development.

The Board's assessment is based, among other things, on the following considerations:

• A rights issue would be significantly more time- and resource-intensive to execute than the Directed Share Issue. A shorter execution process is expected to enable management to devote greater focus to the Company's commercial development, while at the same time reducing exposure to market volatility. In addition, the Company is afforded the opportunity to capitalize on the current interest in the Company's shares and thereby complete the capital raising on favorable terms.

• The Directed Share Issue is expected to be carried out at a significantly lower cost and with less complexity than a rights issue. Considering current market conditions, the board also assesses that a rights issue would likely require guarantee commitments to ensure a sufficient subscription level. Such guarantee arrangements would likely entail substantial costs for the Company and, depending on the compensation structure, could result in additional dilution for existing shareholders.

• The Board further assesses that a rights issue would most likely need to be conducted at a lower subscription price and therefore at a higher discount to the prevailing market price. This would likely result in greater dilution for existing shareholders. A higher discount may also increase the risk of a negative impact on the share price in connection with the execution of the rights issue.

• The Directed Share Issue is also expected to strengthen the Company's shareholder base and capital structure by targeting additional institutional and qualified investors, which is considered beneficial for the Company's continued development and position in the capital markets.

In light of the above, the Board has determined that the Directed Share Issue, with deviation from the shareholders' preferential rights, is the most favorable option for InCoax to strengthen its financial position while preserving value in the Company and being in the best interest of its shareholders.

By setting the subscription price in the Directed Share Issue through an accelerated bookbuilding process, the Board considers that market-based pricing is ensured.

Advisors

Sedermera Corporate Finance AB is acting as bookrunner, and Setterwalls Advokatbyrå AB is acting as legal advisor to the Company in connection with the transaction. Nordic Issuing AB is the issuing agent.

For additional information, please contact:
Jakob Tobieson, CEO, InCoax Networks AB
[email protected]
+46 (0) 764 955 260

This information is such information that InCoax Networks AB is required to disclose pursuant to the EU Market Abuse Regulation. The information was submitted, through the agency of the above-mentioned contact person, for publication on June 15 2026 at 18:30 (CEST).

About InCoax Networks AB

InCoax Networks AB (publ) re-purposes existing property coaxial networks in fiber and fixed wireless access (FWA) extension deployments for Communication Service Providers (CSP) globally. The technology is a high performance, future proof, reliable and cost-effective complement, that reduces installation time and improves take-up rate, to boost digital inclusion and internet access for all.

To keep updated on corporate information, visit InCoax.com. Tapper Partners AB, tel. +46 (0)70 44 010 98, [email protected], is acting as the Company's Certified Adviser.

IMPORTANT INFORMATION

Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow 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 rules in each jurisdiction. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the Company in any jurisdiction where such an offer or solicitation would be illegal. In each Member State of the European Economic Area ("EEA"), this press release is directed only to "qualified investors" in the Member State in accordance with the Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation") definition.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable 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 offering of the 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, within or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws 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.

In the United Kingdom, this document, and any other material relating to the securities referred to herein, is only being distributed to, and is only directed at, and any investment or investment activity attributable to this document is only available to, and will be engaged in only by, "qualified investors" as defined as (i) professional investors as set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within Article 49(2)(a) to (d) ("entities with high net worth" etc.) of the Order, (all such persons together being referred to as "Relevant Persons"). An investment or investment activity to which this communication relates in the United Kingdom is available only to Relevant Persons and will only be carried out with Relevant Persons. Persons that are not Relevant Persons should not take any action based on this press release and should not act or rely on it.

This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. This press release neither identifies nor claims to identify risks (direct or indirect) which could be associated with an investment in new shares. An investment decision to acquire or subscribe for new shares in the Directed Issue may only be made based on publicly available information.

Forward-looking statements

This press release contains 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, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Even if the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements, which are a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does 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 press release, unless required by law or Nasdaq First North Growth markets rule book for issuers.