Rights Issue 2025

The rights issue in short

The final terms and conditions for the rights issue, including the subscription price, are expected to be announced no later than October 7, 2025.

Subscription period: October 16, 2025 – October 30, 2025 (please note that some nominee’s close subscriptions at an earlier date).

Trading with unit rights: October 16, 2025 – October 27, 2025.

Subscription with preferential rights: Each Unit will have a ratio between the number of shares and warrants of approximately three (3) shares and two (2) warrants of series TO7. The warrants of series TO7 are issued free of charge.

Subscription price: The subscription price will be determined based on a discount to TERP (theoretical share price after separation of unit rights) of approximately 35 percent based on the volume-weighted average share price of the company’s share on NGM Nordic SME during the period from September 30, 2025, to October 6, 2025. The subscription price may not be set at a price that corresponds to a discount of 35 percent against TERP compared to the closing price on the day before the announcement of the issue, and the subscription price may not be lower than the share’s quota value.

Issue proceeds: Upon full subscription in the rights issue, the company may receive approximately SEK 60 million before issue costs.

Subscription commitments and Underwriting commitments: The rights issue is covered to approximately 60 percent, corresponding to about SEK 36 million, by subscription commitments and underwriting commitments. Of this, approximately 1 percent, corresponding to about SEK 0.6 million, refers to subscription commitments and approximately 59 percent, corresponding to about SEK 35.3 million, to underwriting commitments.

Background and rationale

During the spring of 2025, Lumito has taken important steps forward in both development and commercialization. The company has established a Scientific Advisory Board consisting of internationally leading experts with extensive global networks, a strategic reinforcement that further supports continued commercial and technological development. The advisors have confirmed the potential of the company’s technology and product offering, and verified that Lumito addresses key needs in tissue analysis that are not met by currently available methods.

Since H2 2024, Lumito has achieved several important milestones that now pave the way for the commercial phase:

  • Obtained CE marking in 2024 (for research use – “RUO”), positioning the company for adoption in drug development and research markets.
  • Appointed a new CEO and board of directors to create optimal conditions for the company’s commercialization and market growth.
  • Identified key segments through extensive customer and user dialogues, ensuring that the company’s offering is in line with market needs, and created and refined business models and revenue streams.
  • Launched a new website that clearly and data-driven highlights the product’s unique advantages, in line with what users and customers demand.
  • Initiated partnerships with two leading CRO companies, both of which are in an optimization phase with the goal of offering Scizys-based tests to their end customers as soon as possible, thereby serving as Lumito’s distribution channels.
  • Expanded the product portfolio with new software in collaboration with Katana Labs GmbH for cloud-based image storage and transfer, as well as image visualization and tissue analysis.
  • Engaged Key Opinion Leaders (KOLs) and experts as scientific advisors and ambassadors. Their extensive international networks are crucial for creating valuable opportunities, increasing visibility, and driving the adoption of Lumito’s tissue analysis solution.
  • Streamlined its use of resources and continues to focus heavily on financial sustainability.
  • Selected for Business Sweden’s prestigious scale-up program Catalyst 2025, which provides strategic support to accelerate market entry in the United Kingdom.

With a clear focus, a unique product, a dedicated team, and an effective scalable business model, Lumito is in an exciting phase. The company is well positioned to continue bringing its product to market and contributing to the development of the personalized and more effective medicines of the future.

Use of issue proceeds

Upon full subscription in the rights issue, the company will receive issue proceeds of approximately SEK 60 million before issue costs. Issue costs are estimated to amount to a maximum of approximately SEK 8.5 million. The company intends to use the net proceeds of SEK 51.4 million from the rights issue for the following purposes:

  • Repayment of existing loan of SEK 6.5 million from Fenja Capital II A/S.
  • Repayment of bridge loan.
  • Continue and accelerate commercialization with a focus on Europe for the first 6–12 months and then prepare for market launch in North America over the next 12–24 months.
  • Strengthen the product offering by launching additional reagent kits and expanding functionality in quantification, user support, and AI-based analysis.
  • Prepare for clinical product.
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Lumito can also receive additional capital in June 2026 in connection with the exercise of warrants issued in connection with the rights issue, which is intended to be used for the following activities:

  • Half of the proceeds from the warrants of series TO7 will be used to repay the refinanced loan of SEK 6 million from Fenja Capital II A/S.
  • Further strengthen geographical growth outside Europe in selected markets through partnerships and distribution agreements.
  • Development of additional reagent kits.
  • Strengthen expertise and resources regarding the development of product specifications for the clinically regulated market and diagnostics.

Important information

Due to legal restrictions, the information on this section of Lumito AB’s (the “Company”) website is not directed at or accessible to certain persons. We kindly ask you to review the following information and provide the following confirmation each time you wish to access this section of the website. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this section of the website.

The information contained in this section of the Company’s website is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom, United States or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction, and does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any subscription rights, paid subscribed shares (Sw. Betalda tecknade aktier) or any shares or other securities of the Company (“Securities”) in the Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom, United States or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

No Securities have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction of the United States, and thus, Securities may not be offered, subscribed for, exercised, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, within or to the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Securities is being made in the United States. The Securities have not been and will not be registered under the applicable securities laws of Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold directly or indirectly, within or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom or any other jurisdiction in which it would be unlawful or would require registration or other measures.

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Access to the information and documents contained on this section of the Company’s website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Sweden who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the Company’s website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained outside Sweden. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

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