Simris Group AB (publ) receives notice of conversion of convertible bonds

On 27 July 2025, the board of directors of Simris Group AB (publ) ("Simris Group" or the "Company") resolved, by virtue of the authorisation granted by the annual general meeting held on 28 May 2025, on a directed issue of convertible debentures, of maximum EUR 678,000 (the “Convertibles”). The issue of the Convertibles was directed to Praesidio Wealth Solutions Fund SPC Ltd, Osiris International Trustees Limited as trustee of the Mountain High Trust, Russel Ziman and Glen Phillip Heneck (the “Investors”).

On 16 December 2025, the board of directors of Simris Group resolved on an issue of 330,000,000 units consisting of one (1) class B share and two (2) warrants of series 2025/2027 (the “Directed Issue”). The Directed Issue is considered as a qualified financing event under the terms of the Convertibles which entitles the Investors to either request conversion or repayment of the Convertibles in connection with the qualified financing event. The Investors have today, by a notice of conversion and following the qualified financing event, requested conversion of the convertibles totaling SEK 7,593,600 into new class B shares in the Company. The pre-determined subscription price corresponds to 70 per cent of the share price offered in the Directed Issue, amounting to SEK 0.035 per class B share.
 
Through the conversion, the number of class B shares in the Company will increase by 216,960,000 class B shares, from 625,144,898 class B shares (calculated before the directed Issue and the management Issue) to 842,104,898 class B shares, corresponding to a maximum dilution effect of 25.77 per cent of the number of shares and votes in the Company (calculated prior to the registration of the Directed Issue, the Investor Issue and the Management Issue described in the separate press release on 16 December 2025). The share capital will increase by SEK 2,169,600, from SEK 6,251,448.98 (calculated prior to the Directed Issue, the Investor Issue and the Management Issue described in the separate press release on 16 December 2025) to SEK 8,421,048.98.
 
The new class B shares will be registered with the Swedish Companies Registration Office and the delivery of the class B shares will be carried out to the custody accounts designated by the Investors.
 
For more information, please see the press release disclosed on 16 December 2025 regarding the Directed Issue.