BiBBInstruments carries out a directed issue of shares to guarantors

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The Board of Directors of BiBBInstruments AB (“BiBBInstruments” or the “Company”) has today, based on the authorization granted by the extraordinary general meeting on 13 March 2026, resolved on a directed issue of 6,999,997 shares to guarantors who have entered into guarantee commitments in the rights issue of shares announced on 19 March 2026 (the “Rights Issue”) and who have chosen to receive guarantee compensation in the form of newly issued shares (the “Compensation Issue”). The subscription price in the Compensation Issue amounts to SEK 0.37 per share, which corresponds to the subscription price in the Rights Issue.

The Compensation Issue

In connection with the announcement of the Rights Issue, it was communicated that the Rights Issue was covered by guarantee commitments amounting to a total of SEK 31 million. In accordance with the guarantee agreements, guarantee commitments were entitled to guarantee compensation corresponding to 12 per cent of the guaranteed amount in cash or 14 per cent of the guaranteed amount in the form of newly issued shares in the Company. In total, 6 guarantors have chosen to receive guarantee compensation in the form of newly issued shares in accordance with the below.

Due to this, the Board of Directors of BiBBInstruments has today, based on the authorization granted by the extraordinary general meeting on 13 March 2026, resolved on the Compensation Issue, which comprises a total of 6,999,997 shares, corresponding to approximately SEK 2.6 million. The guarantors who have not chosen to receive guarantee compensation in the form of shares will instead receive a cash amount for each guarantee commitment. The cash component of the guarantee compensation amounts to SEK 1.5 million.

The subscription price in the Compensation Issue amounts to SEK 0.37 per share, which corresponds to the subscription price in the Rights Issue. The basis for calculating the subscription price was determined through negotiations between the guarantors and the Company, in consultation with financial advisers and through analysis of a number of market factors. In light of this, it is the Board of Directors’ assessment that the subscription price is on market terms.

The reasons for the deviation from the shareholders’ preferential right are as follows. In accordance with the executed guarantee agreements, guarantee compensation shall be paid either in cash at an amount corresponding to 12 per cent of the guaranteed amount or 14 per cent of the guaranteed amount in the form of newly issued shares in the Company, in accordance with the terms and conditions stated above. As a result of the guarantee commitments, each subscriber thus has a claim on the Company regarding guarantee compensation. Each subscriber in the table above has declared its willingness to allow the Company to offset the debt regarding guarantee compensation by carrying out an offset issue. The Compensation Issue is thus carried out in order to fulfil the Company’s obligations to the guarantors as a result of the guarantee agreements entered into. The Company’s alternative to carrying out the Compensation Issue is to instead settle the guarantee compensation through cash payment. The Board of Directors is of the opinion that – taking into account current market conditions – it is in the interest of the Company’s financial position and in the interest of the shareholders to carry out the Compensation Issue on the stated terms and conditions, as the Company will then release funds that strengthen the Company’s working capital.

Changes in share capital and number of shares as well as dilution

Through the Compensation Issue, the total number of shares in the Company will increase by 6,999,997 shares, which results in that the total number of outstanding shares in the Company increases from 153,983,152 shares (after the Rights Issue) to 160,983,149 shares. The share capital increases by SEK 594,999.745, from SEK 13,088,567.920 to SEK 13,683,567.665. This corresponds to a dilution effect of approximately 4.3 percent of the total number of shares in the Company after the Rights Issue and the Compensation Issue.

Advisers

Vator Securities acts as financial adviser and Foyen Advokatbyrå acts as legal adviser to the Company in connection with the Rights Issue. Nordic Issuing acts as issuing agent in connection with the Rights Issue.

This is a translation of the Swedish press release. In the event of any discrepancy, the Swedish language version shall prevail.

For more information about BiBB, please contact:

Fredrik Lindblad, CEO
Email: fredrik.lindblad@bibbinstruments.com
Phone: +46 70 899 94 86
www.bibbinstruments.com 

The information was submitted for publication, through the agency of the contact person set out above, at the time specified by the Company’s news distributor at the time of publication of this press release.

About BiBBInstruments AB
BiBBInstruments AB is a cancer diagnostics company that develops and manufactures EndoDrill®, a unique range of powered endoscopic biopsy instruments with market clearance in both the United States (FDA 510(k)) and Europe (CE marking under MDR).EndoDrill® is designed to obtain core tissue samples (core needle biopsies, CNB) and enable high-quality tissue samples for histological and molecular analysis, with the aim of improving cancer diagnostics in organs such as the stomach, pancreas, liver, lungs, and bladder. The product portfolio targets the global market for ultrasound-guided endoscopic biopsy instruments (EUS/EBUS), one of the most advanced and fastest-growing segments within modern endoscopy. BiBB received market clearance through the FDA’s 510(k) pathway for its first instrument, EndoDrill® GI, in 2023, and CE marking under the EU Medical Device Regulation (MDR) in 2024 for all three product variants – EndoDrill® GI, EndoDrill® EBUS, and EndoDrill® URO.

The U.S. launch of EndoDrill® GI was initiated in the fall of 2025 in collaboration with TaeWoong Medical USA. The EndoDrill® system consists of sterile single-use instruments and a proprietary drive system. BiBB was founded in 2013 by Dr. Charles Walther, a cancer researcher at Lund University and a senior consultant in clinical pathology at Skåne University Hospital. The company is headquartered at Medicon Village in Lund, Sweden, and is listed on Spotlight Stock Market (ticker: BIBB).

 Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall 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 an offer, or a solicitation of any offer, to buy or subscribe for any securities in BiBBInstruments in any jurisdiction, neither from BiBBInstruments nor from someone else.

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. No prospectus will be prepared in connection with the Rights Issue. The Company has prepared and published an Information Document in the form provided for in Annex IX of the Prospectus Regulation before the subscription period in the Rights Issue begun. This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. Vator Securities is acting for BiBBInstruments in connection with the Rights Issue and not for anyone else, and will not be responsible to anyone other than BiBBInstruments for providing the protections afforded to its clients or for giving advice in relation to the Rights Issue or any other matter referred to herein.

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 Rights Issue 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 the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland 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 materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, ”qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of ”investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ”relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s and the group’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by 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. Although 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 as 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 and 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 that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 it is required by law or Spotlight Stock Market’s rule book for issuers.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (”MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the ”MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ”manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the ”Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channel.

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