Bankruptcy petition withdrawn, repayment plan and directed share issue agreed
ORTELIUS International AB (publ) (“ORTELIUS” or the “Company”) (Nasdaq First North Growth Market: ORTIN) today announces that the bankruptcy petition previously filed by Elteo Invest AB in relation to a bridge loan has been formally withdrawn. ORTELIUS has entered into an agreement with Elteo Invest AB on a structured repayment plan, including a combination of cash repayments and a directed share issue through which part of the outstanding loan will be settled by way of set-off.
As previously communicated, Elteo Invest AB filed a bankruptcy petition concerning a bridge loan agreement entered into on 11 February 2026, with an original maturity date of 28 April 2026. ORTELIUS has since been in ongoing discussions with Elteo Invest AB in order to resolve the situation.
ORTELIUS is pleased to confirm that the parties have now reached an agreement regarding the outstanding loan. Consequently, Elteo Invest AB has withdrawn the bankruptcy petition.
Background and transaction
The total outstanding loan amount covered by the agreement amounts to SEK 2.9 million.
ORTELIUS and Elteo Invest AB have agreed on a repayment structure combining cash settlement and a set-off against newly issued shares.
An amount of SEK 2.4 million will be repaid in cash, in instalments during June and August 2026. The remaining SEK 500,000 will be settled through a set-off against a subscription amount in a directed share issue.
The set-off amount of SEK 500,000 will be converted into 2,777,777 newly issued shares in ORTELIUS at a subscription price of SEK 0.18 per share, in relation to the prevailing market price. Through this arrangement, part of the Company’s outstanding debt is converted into equity, thereby reducing liabilities and strengthening the balance sheet.
Rationale and effects
The agreed set-off constitutes a strategic measure to reinforce ORTELIUS’s financial position and reduce its indebtedness without affecting liquidity. By converting debt into equity, ORTELIUS improves its equity ratio and overall balance sheet strength, creating improved conditions for long-term growth.
The Board of Directors considers the transaction to be in the long-term interest of ORTELIUS and its shareholders, as it strengthens equity and enhances financial flexibility.
The reason for deviating from the shareholders’ pre-emptive rights is to enable ORTELIUS to reduce its indebtedness in an efficient and appropriate manner. The Board has considered the possibility of raising capital through a rights issue instead of a directed share issue but has concluded that such an alternative would delay the settlement of the debt and may not ensure completion.
In assessing the market-based nature of the subscription price, the Board of Directors has taken into account prevailing market conditions, the Company’s financial position, the liquidity in the share, and the terms that could be achieved in alternative financing structures. The Board also notes that the agreed terms reflect the risk profile associated with the conversion of unsecured debt into equity, taking into account the Company’s current financial position and the specific circumstances of the transaction.
In light of the above, the Board’s overall assessment is that the reasons for carrying out the share issue with deviation from the shareholders’ pre-emptive rights clearly and sufficiently outweigh the general principle that share issues should be conducted with pre-emptive rights for existing shareholders. The directed share issue is therefore deemed to be in the best interests of the Company and all its shareholders.
Against this background, the Board of Directors considers the subscription price to be on market terms.
Board resolution
In connection with the agreement, the Board of Directors of ORTELIUS intends to resolve on the directed share issue pursuant to the authorization granted by the Annual General Meeting held on 5 June 2025, in accordance with the terms set out above.