NEXT: Conditional convertible loan and business update
2026-07-31 18:22:11
Oslo, 31 July 2026: Reference is made to the stock exchange announcement
published by NEXT Biometrics Group ASA (the "Company") on 1 July 2026 by which
it was announced that he board of directors of the Company (the "Board") had
completed an initial strategic and operational review of the Company and that
additional financing would be required during July 2026 to maintain operations
as a going concern.
The Board has explored several alternatives to solve the Company's short-term
liquidity needs, including initiating discussions with certain existing
shareholders with the goal of obtaining a convertible loan pursuant to chapter
11 of the Norwegian Public Limited Liability Companies Act (Nw.:
allmennaksjeloven) (the "Companies Act") (the "Convertible Loan").
The Board has today entered into a convertible loan agreement (the "Convertible
Loan Agreement") in an aggregate principal amount of NOK 12,000,000 with Valset
Invest AS, Haas AS, Edgewater AS, Camaco AS , Cryptic AS , Intelco AS,, Skaug
Holding AS, Camiko AS and Ulf Ritsvall (CEO), all being existing shareholders of
the Company, as lenders (the "Lenders"), subject to the approval of the
Convertible Loan Agreement by the Company's general meeting (the "EGM"). The EGM
will be called for with a three-week notice period as soon as practicable. The
notice of the EGM will be published separately. Board member Jon H. Nordbrekken
did not participate in the board meeting or the proceedings relating to the
Convertible Loan as Valset Invest AS is closely associated with him.
The Lenders will disburse the Convertible Loan to the Company on or before 3rd
August 2026. If the EGM does not approve of the Convertible Loan Agreement, the
Company has an obligation to repay the disbursed amount to the Lenders without
interest.
The key terms of the Convertible Loan
o Interest rate: 12% per annum, accruing until the Maturity Date (being three
months after disbursement). All accrued interest shall be capitalised and
converted into equity of the Company together with the outstanding principal on
the Maturity Date.
o Conversion: The Convertible Loan (including accrued interest) shall be
converted into new shares in the Company at a conversion price of NOK 0.10 per
share on the Maturity Date, unless a Lender elects repayment in cash by
delivering a written notice no later than 10 trading days prior to the Maturity
Date.
o Status and ranking: The Convertible Loan shall be unsecured and shall rank
pari passu with any other unsecured indebtedness of the Company.
Equal treatment of shareholders
The Convertible Loan entails that the shareholders' preferential right to
subscribe for participation in the convertible loan pursuant to Section 11-4 of
the Companies Act (cf. Section 10-4, cf. Section 10-5 of the Companies Act) will
be deviated from. Due to the Company's need for financing during July in order
to be able to operate as a going concern, it is not possible for the Company to
raise the required capital through a rights issue that would require the
preparation and publication of a prospectus and a two-week subscription period.
Having regard to the Company's time-sensitive need for cash to continue its
ongoing operations, its lack of alternative financing options, and the fact that
the Convertible Loan offers immediate access to liquidity, the Board is of the
opinion that the deviation from the shareholders' preferential rights is in
compliance with the requirements of the Companies Act and the equal treatment
provisions under the Norwegian Securities Trading Act, and is in the common
interest of the Company and its shareholders.
The conversion rights under the Convertible Loan Agreement will be subject to
approval by the EGM. The shareholders of the Company will therefore be granted
the possibility to vote on the matter.
Business update
Reference is made to the stock exchange announcement on July 1st, 2026. On the
operational side, the Board is pleased to announce that further cost reduction
initiatives have been identified and have been started in H2 which are expected
to bring the normalized yearly OPEX run rate down to approx. NOK 45 million from
1 January 2027 (down from approx. NOK 73 million on 1 January 2026).
Additionally, outsourcing / divestment of the sensor production has the
potential to bring the normalized yearly OPEX run rate down by a further NOK
5-10 million, which equals a yearly OPEX run rate of NOK 35-40 million. There
are ongoing negotiations with industry players who have expressed interest in
the acquisition of the Company's inventory and/or production facilities and/or
licensing certain of the Company's IP rights. If successful, the Company will
improve its funding further on top of the earlier mentioned lower OPEX run rate.
The information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Lars Bakklund, Interim CFO at the time
and date stated herein.
NEXT Investor Contacts
Ulf Ritsvall
Chief Executive Officer
[email protected]
Lars Bakklund
Interim Chief Financial Officer
[email protected]
tive Officer\
[email protected]\
\
Lars Bakklund\
Interim Chief Financial Officer\
[email protected]\