Lumito announces outcome in rights issue

THE INFORMATION IN THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, INTO AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED KINGDOM, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD BE CONTRARY TO OR REQUIRE REGISTRATION UNDER APPLICABLE REGULATIONS.

Lumito AB (publ) ("Lumito" or the "Company") has completed the rights issue of units consisting of shares and warrants with preferential rights for existing shareholders (the "Rights Issue"), which the Board of Directors resolved on September 9, 2025, and which was approved by the Extraordinary General Meeting on October 10, 2025. The outcome shows that 58,281,593 units were subscribed for with unit rights, which corresponds to approximately 44 percent of the Rights Issue. In addition, 4,619,882 units have been subscribed for without the support of unit rights, corresponding to approximately 3 percent of the Rights Issue. Guarantee commitments of 16,867,968 units, corresponding to approximately 13 percent of the Rights Issue, will thus be utilized. The Rights Issue was thus subscribed to 60 percent. The Rights Issue will provide the Company with proceeds of approximately SEK 35.9 million before deduction of issue costs and set-offs.

Comment from Sanna Wallenborg, CEO
I would like to express my sincere thank you to all shareholders and new investors who chose to participate in the issue and thereby demonstrated their confidence in Lumito. It is your support that gives us the strength to take the next step in commercialisation. We will use the proceeds from the issue to strengthen our market presence through expanded business development and sales capacity, increased marketing and greater presence at trade fairs. We will also resume our development project for the detection of multiple biomarkers, which is a strategically important initiative that strengthens both our offering and our market position.

Final outcome
The subscription period in the Rights Issue ended on October 30, 2025. The outcome shows that 58,281,593 units were subscribed for with unit rights, which corresponds to approximately 44 percent of the Rights Issue. In addition, 4,619,882 units have been subscribed for without the support of unit rights, corresponding to approximately 3 percent of the Rights Issue. Guarantee commitments of 16,867,968 units, corresponding to approximately 13 percent of the Rights Issue, will thus be utilized. In total, 79,769,443 units have been allotted subscribers, corresponding to 60 percent of the Rights Issue. Each unit in the Rights Issue consists of eighteen (18) shares and twelve (12) warrants of series TO7. In total, 79,769,443 units corresponding to 1,435,849,974 shares and 957,233,316 warrants of series TO7 were subscribed.

Upon full exercise of all warrants of series TO7 issued in the Rights Issue, the Company may receive up to approximately SEK 29.7 million.

Allotment of units subscribed for without the exercise of unit rights
Allotment of units subscribed for without the exercise of unit rights has been made in accordance with the principles set out in the EU growth prospectus published by the Company on October 13, 2025, in connection with the Rights Issue (the "Prospectus"). Nominee-registered shareholders will receive notification of allotment in accordance with instructions from the respective nominee.

Trading in paid subscribed units ("BTU")
Trading in BTU will take place until the conversion of BTU into shares and warrants of series TO7, which will take place after the Rights Issue has been registered with the Swedish Companies Registration Office that is expected to take place during week 46, 2025.

Shares, share capital and dilution
Through the Rights Issue, the share capital will increase by SEK 35,896,249.350 from SEK 6,647,454.825 to SEK 42,543,704.175. The number of shares increases by 1,435,849,974 shares, from 265,898,193 shares to 1,701,748,167 shares, which corresponds to a dilution of approximately 84 percent of the total number of shares and votes in the Company for existing shareholders who have not participated in the Rights Issue. In the event that all warrants of series TO7 issued within the framework of the Rights Issue, the share capital will increase by SEK 23,930,832.900 from SEK 42,543,704.175 to SEK 66,474,537.075. The number of shares increases by 957,233,316 shares, from 1,701,748,167 shares to 2,658,981,483 shares, which corresponds to a dilution of approximately 36 percent of the total number of shares and votes in the Company.

Warrants of series TO7

  • Each warrant of series TO7 entitles the holder to subscribe for one (1) new share in the Company.
  • The subscription price for subscription of shares with the support of warrants of series TO7 amounts to seventy (70) percent of the volume-weighted average price of the Company's share during the period from and including May 7, 2026, up to and including May 21, 2026, however, not less than the quota value of the share and not more than SEK 0.031, corresponding to approximately 125 percent of the subscription price per share in the Rights Issue.
  • The warrants of series TO7 can be exercised for subscription of new shares during the period from and including May 25, 2026, up to and including June 5, 2026.
  • Upon full subscription in the Rights Issue and full exercise of all warrants of series TO7 within the framework of the offered units, the Company may receive additional proceeds of a maximum of approximately SEK 29.7 million.
  • The warrants of series TO7 are intended to be admitted to trading on NGM Nordic SME as soon as possible after final registration with the Swedish Companies Registration Office.

Advisers
Mangold Fondkommission AB is acting as financial advisor and Advokatfirman Lindahl KB is acting as legal advisor to Lumito in connection with the Rights Issue.

For further information, please contact:

Sanna Wallenborg, CEO Lumito
E-mail: sw@lumito.se
Ph: +4670-870 01 68

This information is information that Lumito is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-11-03 19:10 CET.

About Lumito
Lumito specialises in medical technology and translational research in digital tissue imaging. Lumito offers a groundbreaking, highly sensitive imaging technique to locate and measure protein biomarkers in tissue samples using up-converting nanoparticles (UCNPs) through its patented research platform. The technology combines image data with precise biomarker detection, enabling images with higher contrast where irrelevant background information is filtered out. The technique can enhance the analysis of tissue samples by increasing objectivity, thereby contributing to research for more quantifiable diagnoses and optimised treatments. Lumito primarily focuses on drug development and digital pathology and is a spin-off from a research group at Lund University's Department of Atomic Physics and Laser Center. www.lumito.se/en/

The share is traded on NGM Nordic SME under the name LUMITO, and Mentor is Mangold Fondkommission.

Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, units, subscription rights, unit rights or other securities in Lumito AB (publ). The information in this press release is for background information only and therefore does not claim to be complete or complete. No one should, for any reason, place any reliance on the information contained in this press release or on its accuracy, correctness or completeness.
 
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 and Directive 2003/71/EC (together with the relevant implementations and delegated regulations, the "Prospectus Regulation"). Investors should not invest in the securities referred to in this press release except on the basis of the information contained in a prospectus. Any invitation to the persons concerned to subscribe for units in Lumito AB (publ) will only be made through the Swedish-language prospectus that Lumito AB (publ) published on October 13, 2025.
 
This press release, or information contained herein, may not, in whole or in part, be announced, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia or Belarus or any other jurisdiction where such action is wholly or partly subject to legal restrictions, or would require additional prospectuses,  registration or other measures than those required by Swedish law. The information in this press release may also not be forwarded or reproduced in a manner that is contrary to such restrictions or would imply such requirements. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
 
Neither unit rights, paid and subscribed units nor new units subscribed for in the offer have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, subscribed, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act. Further, this press release has not been and will not be registered under any applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia or Belarus or any other country and, subject to certain exceptions, may not be offered or sold in or within, or on behalf of, or for the benefit of a person who is registered in the United States;  resident or located in, these countries. The Company has not made any offer to acquire the securities referred to in this press release to the public in any country except Sweden.
 
In the EEA Member States, excluding Sweden, (each such EEA Member State a "Relevant State"), this press release and the information contained herein are only for and are directed at qualified investors as defined in the Prospectus Regulation. The securities referred to in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exemptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any action based on this press release nor rely on it.
 
In the United Kingdom, this press release and any other materials relating to the securities referred to herein are only being distributed and directed at, and any investment or investment activity relating to this document is only available to, and will only be available to, qualified investors (within the meaning of the UK version of Regulation (EU) 2017/1129 which forms part of UK law by the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments falling within the then-current Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement is made to participate in investment activities (within the meaning of Section 49(2) (a) to (d) 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be addressed to or participate in the targeting to (all such persons together being referred to as "relevant persons"). This press release is only directed at relevant persons and persons who are not relevant persons must not act on or rely on the information contained in this press release. An investment or investment measure to which this communication relates is only possible to relevant persons and will only be completed with relevant persons.
 
The Company assesses that it conducts activities worthy of protection in accordance with the Act (2023:560) on the Review of Foreign Direct Investments (the "FDI Act"). In accordance with the FDI Act, the Company must inform prospective investors that the Company's operations may fall within the scope of the regulation and that the investment may be notifiable. In the event that an investment is notifiable, it must be reported to the Swedish Inspectorate for Strategic Products (ISP) before it is carried out. An investment may be notifiable if the investor, someone in its ownership structure or someone on whose behalf the investor is acting, after the investment has been made, holds votes that correspond to or exceed any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company. The investor may be subject to an administrative fine if an investment that is subject to notification is carried out before ISP either: i) decided to submit the notification without action, or ii) approved the investment. Each shareholder should consult an independent legal advisor regarding the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
 
Topics discussed in this press release may include forward-looking statements. Such statements are all statements that do not relate to historical facts and include expressions such as "believes", "expects", "estimates", "intends", "estimates", "shall", "may", "continues", "should" and other similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that these assumptions were reasonable at the time they were made, such forward-looking statements are subject to known and unknown risks, uncertainties, incidents and other material factors that are difficult or impossible to predict and that are beyond the Company's control. Such risks, uncertainties, coincidences and material factors could cause actual results to differ materially from those expressed or implied in this communication by the forward-looking statements.
 
The information, opinions and forward-looking statements in this release speak only as of the date of this press release and are subject to change without notice. The Company undertakes no obligation to review, update, confirm or publish any adjusted views on the forward-looking statements in order to reflect such events or circumstances that arise in relation to the contents of this communication.

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Lumito announces outcome in rights issue

Lumito announces outcome in rights issue