Audientes A/S secures financing to support global operations through directed issue and debt conversion of DKK 1.2 Million

Directed Issue of New Shares

The Board of Directors of Audientes has resolved to carry out a capital increase in cash through a directed issue to five independent investors, without pre-emptive rights for existing shareholders.

The purpose of the directed issue is to secure additional working capital in a cost-effective and expedient manner, complementing the expected cash proceeds from the planned corporate bond issuance on the Bulgarian BEAM market, now anticipated in April 2025 following the release of Audientes' Annual Report for 2024 on April 11, 2025.

Through the directed issue, the investors will subscribe for a capital increase of approximately DKK 0.44 million. The subscription price is DKK 0.010 per share, equal to the nominal value per share of the company. This price has been determined based on the Volume-Weighted Average Price (VWAP) method, calculated at DKK 0.013 using official Spotlight Stock Market data from the 10 trading days leading up to March 29, 2024.

A discount of 23% has been applied to arrive at a market price that enables the required financing, taking into account current market conditions for this type of investment. Conducting a rights issue at this time is not considered feasible due to the associated costs, administrative burden, and generally low trading activity.

Proceeds from the directed issue will be allocated toward operational expenditures related to marketing, sales, compliance, product development, and other business activities.

Capital Increase by Conversion of Debt

In addition, the Board of Directors has resolved to carry out a capital increase through the conversion of debt. Several of the company's lenders and creditors will convert a total of approximately DKK 0.78 million in debt into shares, on the same terms as those applied in the directed issue described above.

This debt conversion is intended to strengthen the company's balance sheet and support its ongoing operations, thereby serving the same strategic purpose as the cash capital increase.

Summary of Share Capital Increase and Dilution

As a result of the directed issue and the debt conversion, the number of shares and voting rights in Audientes will increase by 121,690,900, bringing the total to 577,920,721 shares. The company's share capital will increase by DKK 1,216,909, to a total of DKK 5,779,207.21.

The directed issue entails a dilution effect of approximately 27% relative to the number of shares in Audientes. The dilution is calculated by dividing the number of new shares by the total number of shares in the company following the registration of the new shares.

Audientes expects to incur costs of approximately DKK 50,000 in connection with the capital increase, including both the directed issue and the debt conversion.

Flagging

Immediately following the directed issue of shares and conversion of loan and other debt, the following shareholders will exceed or fall below certain ownership thresholds:

·         Kogai Invest AB will increase its number of shares through the conversion of debt but, due to dilution, its ownership will decrease to below 20%. Kogai Invest will hold 103,008,745 shares, corresponding to approximately 18% of the total number of shares.

·         Steen Thygesen, CEO of Audientes, will increase his shareholding to above 5% through the conversion of a previous loan of DKK 200,000 (including accrued interest), combined with the issuance of shares in lieu of salary for certain months in 2025. He will hold 51,500,727 shares, corresponding to approximately 8.9% of the total number of shares.

·         Hossein Jelveh, CTO of Audientes, will also receive shares in lieu of salary for certain months in 2025. Due to dilution, his ownership (personal and through hls company) will fall below the 5% threshold. Following the capitalization event, he will hold 24,158,888 shares, corresponding to approximately 4.2% of the total number of shares.

Financial calendar

The Company's financial calendar is updated with the expected date for its Annual General Meeting 2025, as follows:

For further information, please contact:

Steen Thygesen, CEO, Audientes A/S

Phone: ‭+45 77 34 16 80‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬

Email: st@audientes.com

About Audientes A/S

Audientes A/S is a Danish hearing technology company specializing in smart, self-fitting and affordable hearing aids and advanced hearables. Audientes' mission is to make high-quality hearing aids and hearables for hearing improvement or hearing enhancement accessible to everyone who needs them globally.

Audientes is listed on Spotlight Stock Market Denmark (AUDNTS) and headquartered in Copenhagen, Denmark with subsidiaries in Hyderabad, India and in Tokyo, Japan. Audientes has a 40% stake in a joint venture with Shenzhen Hengtong Partner Co. Ltd. in China.

For more information, please visit our websites www.audientes.com, www.audientes.eu, www.audientes.co.jp, www.audientes.in, or follow us on our social media channels.