The Board of Directors’ of AcouSort resolves on a partially secured rights issue of approximately MSEK 34.1

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, UNITED KINGDOM, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS WHOLLY OR PARTIALLY SUBJECT TO LEGAL RESTRICTIONS. SEE ALSO THE "IMPORTANT INFORMATION" SECTION BELOW.

Summary

• The Board of AcouSort has today resolved, subject to subsequent approval by the Extraordinary General Meeting, on a Rights Issue of shares of approximately SEK 34.1 million before issuance cost.
• The issue proceeds will primarily finance increased commercialization activities and optimization of production capability.
• Each existing share held in the Company on the record date of 11 April 2025 entitles to one (1) subscription right. Seven (7) subscription rights entitle to subscription of four (4) shares.
• A maximum of 8,533,792 new shares will be issued.
• The subscription price is SEK 4.00 per new share.
• The subscription period for the Rights Issue runs from and including 15 April 2025 up to and including 5 May 2025.
• The Rights Issue is guaranteed up to approximately 73 percent of the issuing amount through subscription commitments and underwriting commitments. However, subscription commitments and underwriting commitments are not secured by bank guarantees, escrow funds, collateral pledges or similar arrangements.
• The Board of Directors’ resolution of the Rights Issue is conditional upon the approval of an Extraordinary General Meeting and that the Extraordinary General Meeting resolves to adopt new Articles of Association with amended limits on the number of shares and share capital. The Extraordinary General Meeting is intended to be held on 9 April 2025. Notice of the Extraordinary General Meeting will be published through a separate press release.
• Complete terms and conditions as well as other information regarding the Rights Issue will be provided in a disclosure document in accordance with Annex IX to the Prospectus Regulation (the “Disclosure Document”) which is expected to be published on the Company’s website on or around 14 April 2025.

Background and rationale
AcouSort is strategically positioned to enhance healthcare by improving patient sample management and addressing global challenges in treating cardiovascular diseases, infections, and cancer in a patient-centered and cost-efficient way.

Since 2018, AcouSort has collaborated with a US-based diagnostic company. In 2024, this collaboration entered the commercial phase with the launch of a new system for point-of-care blood gas analysis, generating a minimum royalty income of SEK 5.1 million for AcouSort in 2025. The successful collaboration demonstrates the market readiness of AcouSort’s technology. Within cell therapy, AcouSort is tackling the bottleneck in manufacturing by introducing automated solutions for sample preparation, reducing manual handling. Current collaborations are in feasibility or early product development phases, generating early revenue through feasibility studies and OEM evaluation kits.

In 2024, AcouSort initiated a number of collaborations in diagnostics, cell therapy, flow cytometry, and quality control, totaling 10 ongoing collaborations with OEM potential. Plans for 2025 include expanding these and generating new collaborations, focusing on the North American, European, South Korean, and Japanese markets.

Flow cytometry, used in immunological research and cancer diagnostics, has emerged as a promising market for AcouSort. In 2024, AcouSort began collaborating with a leading European flow cytometer manufacturer, leveraging its acoustofluidics technology to establish automated workflows.

In 2024, AcouSort entered two new collaborations, one with GenSensor, a French startup, and one with a leading pharma company to improve sample preparation in the customer’s bioreactor production and R&D quality control procedures for cell cultures. These projects aim to integrate AcouSort’s technology into quality control applications.

Together with known income such as royalties and public funding as well as projected product and project revenues, the forthcoming Rights Issue is aimed at funding the Company’s business development activities at least into 2027. This will be enabled by applying a continued efficient cost control of around 20 percent below the 2024 level.

Upon full subscription in the Rights Issue, the Company will receive net proceeds of approximately MSEK 27.7, after deduction of issue costs, which amount to approximately MSEK 6.4, of which MSEK 3.3 relates to compensation for underwriting commitments, given that all underwriters chose cash remuneration. The net proceeds are intended to be used to moving current and future collaborations into fully-fledged OEM partnerships over the next two years. The net proceeds are intended to be used for the following uses, in order of priority:

• Continuing commercial activities generating more partnerships, approximately 35%
• Supporting partnerships and adaptation of customer applications, approximately 45%
• Optimize production capability of OEM components, approximately 20%

Preliminary time plan for the Rights Issue

Rights Issue in summary
The right to subscribe for shares accrue, with pre-emption rights, to the Company's shareholders. Each existing share held in the Company on the record date of 11 April 2025 entitles to one (1) subscription right. Seven (7) subscription rights entitle to subscription of four (4) shares at a subscription price of SEK 4.00 per share. A maximum of 8,533,792 shares will be issued. To the extent that new shares are not subscribed with pre-emption rights, these shall be offered to shareholders and other investors who have submitted a wish to subscribe for shares in AcouSort. Upon full subscription in the Rights Issue, the Company will receive approximately MSEK 34.1 before issuing costs, which amounts to approximately MSEK 6.4.

The subscription period runs from and including 15 April 2025, up to and including 5 May 2025. Subscription rights that are not exercised during the subscription period can no longer be exercised for subscription of shares and thereby lose their value. Trading in subscription rights will take place on Nasdaq First North Growth Market from and including 15 April 2025, up to and including 28 April 2025, and trading in BTAs during the period from and including 15 April 2025, up to and including 14 May 2025.

Shares and share capital
Through the Rights Issue, the share capital of the Company will increase by a maximum of SEK 853,379.20, from SEK 1,493,414.00 to SEK 2,346,793.20, through the issuance of up to 8,533,792 shares. The total number of shares will thereby increase from 14,934,140 shares to a maximum of 23,467,932 shares. The dilution effect amounts to approximately 36.36 percent with a fully subscribed Rights Issue.

Subscription commitments and underwriting commitments
The Rights Issue is guaranteed to approximately 73 percent by subscription commitments and underwriting commitments. Subscription commitments have been made by existing shareholders, including certain Board members and members of the management, and correspond to approximately 3.8 percent of the Rights Issue. Furthermore, around 69.2 percent of the Rights Issue is guaranteed through underwriting commitments from existing and external investors, of which approximately 2.9 percent of the Rights Issue is guaranteed through top underwriting commitments and 66.2 percent of the Rights Issue is guaranteed through bottom underwriting commitments. For the bottom underwriting commitments, a compensation of 14 percent of the underwritten amount is paid in cash or 18 percent of the underwritten amount in shares in the Company. For the top underwriting commitment, a compensation of 19 percent of the underwritten amount is paid in cash. Underwriting compensation in shares is intended to be paid through a directed issue of shares to the underwriters who choose to receive the underwriting compensation in shares. In the event that the underwriter chooses compensation in the form of shares in the Company, the subscription price per share shall correspond to the subscription price in the Rights Issue, i.e. SEK 4.00 per share. The underwriting compensation in the form of shares is conditional upon the Extraordinary General Meeting resolving to authorize the Board of Directors to resolve on the issue of the shares to the bottom underwriters. No compensation is paid for the subscription commitments. The entered subscription commitments and underwriting commitments are not secured by means of bank guarantees, escrow funds, collateral pledges, or similar arrangements.

Extraordinary General Meeting
The Board of Directors' resolution regarding the Rights Issue is subject to the approval of an Extraordinary General Meeting and that the Extraordinary General Meeting resolves to adopt new Articles of Association with amended limits on the number of shares and share capital.

In order to ensure delivery of shares to the bottom underwriters in the Rights Issue who choose to receive underwriting compensation in the form of shares in the Company and to increase the Company’s financial flexibility and the Board of Directors’ room for action the Board of Directors will further propose that the Extraordinary General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up to the next Annual General Meeting, without pre-emption rights for the shareholders, resolve on a new issue of shares, warrants or convertibles. The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after exercise of any warrant or conversion, pursuant to the authorization, shall be limited to 35 percent of the number of outstanding shares in the Company as of the date of the notice to the Extraordinary General Meeting. If the Board of Directors uses the authorization, the reason shall be to broaden the shareholder base with institutional and/or strategic investors or to pay the agreed underwriting compensation in the form of shares in the Company.

The Extraordinary General Meeting is expected to be held on 9 April 2025. Notice for the Extraordinary General Meeting will be published through a separate press release.

Disclosure Document
The Company will prepare a Disclosure Document according to Annex IX to the Prospectus Regulation in connection with the Rights Issue containing complete terms and conditions and other information about the Rights Issue. The Disclosure Document is expected to be published on the Company´s website, www.acousort.com, on or around 14 April 2025.

Advisors
Penser by Carnegie, Carnegie Investment Bank AB (publ) is the financial advisor and issuing agent and Fredersen Advokatbyrå AB is the legal advisor to AcouSort in connection with the Rights Issue.

For further information, please contact:
Torsten Freltoft, CEO
AcouSort AB
Telephone: +45 2045 0854
E-mail: torsten.freltoft@acousort.com

About AcouSort AB
AcouSort AB (corporate registration number 556824-1037) is an innovative technology company focusing on developing products and solutions for integrated preparation of biological samples. With the help of sound waves, the company's products can separate blood cells, concentrate, purify, and stain cells, exosomes, and bacteria from biological samples. The technology of the company's products is acoustofluidics, where sound waves and microfluidics enable automated handling of samples in a range of application areas, from research on new biomarkers to the development of new diagnostic systems for near-patient testing – so-called Point-of Care (POC) systems. The company's commercialization strategy is based on the already proven business model of providing separation modules to diagnostic system manufacturers for integrated sample preparation as well as to continue the commercialization of the company's research instruments. With the help of the company's products and development of point-of-care tests, new diagnostic systems and treatments are enabled, addressing some of the most challenging disease areas of our time: cancer, infectious diseases, and cardiovascular diseases. AcouSort is listed at Nasdaq First North Growth Market. The company’s Certified Adviser is Carnegie Investment Bank AB (publ).

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in AcouSort. No action has been taken or will be taken to authorise an offer to the public in any jurisdiction other than Sweden. The invitation to the persons concerned to subscribe for shares in AcouSort is made only through the Disclosure Document that will be published by the Company prior to the commencement of the subscription period on the Company's website, www.acousort.com. The Disclosure Document does not constitute a prospectus as defined in the provisions of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has neither been reviewed nor approved by the Swedish Financial Supervisory Authority. The offer in the Disclosure Document is exempt from the obligation to publish a prospectus pursuant to Article 1.4 db of the Prospectus Regulation and, accordingly, the Disclosure Document is prepared in accordance with Annex IX to the Prospectus Regulation.

The publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in AcouSort in any jurisdiction, neither from AcouSort nor from anyone else.

This press release is not a prospectus within the meaning of the Prospectus Regulation and, accordingly, does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in AcouSort. The information contained in this press release is for the sole purpose of describing the background to the Rights Issue and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information contained in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely on the basis of the information contained in the Disclosure Document. Accordingly, an investor is advised to read the entire Disclosure Document.

This press release does not constitute an offer or invitation 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 U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an 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 offering of such securities in the United States. The information contained in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Belarus, Russia or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this guidance may constitute a breach of applicable securities laws.

In the United Kingdom, this document and other materials relating to the securities referred to herein are only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) persons who have professional experience in matters relating to investments and 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" as referred to in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). An investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this announcement and should not act or rely on it.

The Company considers that it is engaged in protection-worthy activities under the Screening of Foreign Direct Investments Act (2023:560) (the “FDI Act”). In accordance with the FDI Act, the Company must inform prospective investors that the Company's activities may fall within the scope of the regulation and that the investment may be notifiable. If an investment is notifiable, it must be notified to the Swedish Inspectorate for Strategic Products (ISP) prior to its implementation. An investment may be notifiable if, after the investment is implemented, the investor, any member of its ownership structure or any person on whose behalf the investor is acting, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company. An administrative sanction charge may be imposed on the investor if a notifiable investment is made before the ISP has either (i) decided to leave 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 investor.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. 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 announcement, except as required by applicable law or stock exchange regulation.

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 shares in the Company 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 Company’s shares 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 channels.