Cell Impact resolves on a rights issue of approximately SEK 62.7 million and secures bridge financing
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Cell Impact AB (publ) (the “Company” or “Cell Impact”) announces today that the Board of Directors has resolved, subject to approval by the general meeting, on a rights issue of shares of up to approximately SEK 62.7 million with preferential rights for Cell Impact’s shareholders (the “Rights Issue”). The Board of Directors and senior management have entered into subscription commitments totaling approximately SEK 1.1 million, corresponding to approximately 1.8 percent of the Rights Issue. In addition, the Company has received guarantee commitments from a consortium of external investors totaling SEK 36.5 million, corresponding to approximately 58.2 percent of the Rights Issue. Consequently, the Rights Issue is covered to approximately 60 percent by subscription and guarantee commitments. To secure financing needs until the completion of the Rights Issue, the Company has entered into a bridge loan agreement of SEK 11.25 million on market terms. Notice of the Extraordinary General Meeting on 19 June 2025 for approval of the Rights Issue will be published in a separate press release.
Summary of the Rights Issue
- All shareholders will receive one (1) subscription right for each (1) share held on the record date of 24 June 2025. Two (2) subscription rights entitle the holder to subscribe for nine (9) new shares.
- The subscription price is SEK 0.02 per share.
- The last day of trading in Cell Impact’s share including the right to participate in the Rights Issue with preferential rights is 19 June 2025.
- The subscription period for the Rights Issue will run from 26 June to 10 July 2025.
- Trading in subscription rights is expected to take place on Nasdaq First North Growth Market (“First North”) during the period 26 June – 7 July 2025.
- The Rights Issue is secured to approximately 60 percent through subscription and guarantee commitments.
- The Board’s resolution on the Rights Issue is subject to approval by the Extraordinary General Meeting scheduled for 19 June 2025.
"We have a validated high-volume technology, increasing customer interest, and a clear path to commercialization. The rights issue provides the working capital required to bridge the remaining period before order volumes are expected to grow in the second half of 2025. Given the business outlook we now foresee, combined with our internal assessments, that we are well positioned to continue operations without further external financing", says Daniel Vallin, CEO of Cell Impact.
Background and reasons
Cell Impact is a global supplier of advanced metal flow plates and production technology for the hydrogen fuel cell and electrolyzer market. By utilizing a scalable proprietary technology – Cell Impact Forming™ – the Company can efficiently produce high-quality flow plates in large volumes. Cell Impact’s forming technology is significantly more compact, more cost-efficient, and more environmentally friendly than conventional methods.
Cell Impact has now completed Phase 1 – a stage focused on converting existing demand into business and building foundational capacity, including the establishment of a larger factory and new production equipment. The Company is now in Phase 2, during which its high-volume production technology was validated in 2024, and the goal of increasing automation and efficiency in processes to significantly reduce production costs and secure the capacity to handle growing volumes has been achieved. With verified high-volume production equipment, Cell Impact offers a uniquely cost-effective solution that meets future requirements for both quality and price.
Despite a continued challenging market with low customer activity and postponed order flows, Cell Impact has strengthened its position by broadening its customer base, reducing dependency on individual customers, and retaining key expertise within the organization. Delayed orders are expected to begin materializing in the second half of 2025, creating the conditions for strong revenue growth. With a combination of technological maturity, increased capacity, established customer relationships, and validated high-volume solutions, the Company has secured a strong position in the industry and has become a prioritized partner for several global vehicle manufacturers.
To ensure continued financing of the business plan and enable the next stage of the Company’s development – including continued commercialization and industrial scaling – Cell Impact’s Board of Directors has resolved to carry out a rights issue of approximately SEK 62.7 million. The purpose of the Rights Issue is to secure the Company’s working capital needs during the period leading up to the realization of delayed customer orders expected in the second half of 2025, enabling a stable transition into the planned growth phase.
Use of proceeds
The net proceeds of approximately SEK 52.5 million, after deduction of issue-related costs of approximately SEK 10.2 million, are intended to finance the following activities, listed in order of priority:
- Working capital to enable the transition to high-volume production and secure profitability Approx. 78.6%
- Repayment of bridge loan Approx. 21.4%
The Rights Issue
Today, on 20 May 2025, the Board of Directors of Cell Impact resolved, subject to approval by the Extraordinary General Meeting, to carry out the Rights Issue. The subscription price in the Rights Issue will be SEK 0.02 per share.
The record date for participation in the Rights Issue with preferential rights is 24 June 2025, and the subscription period will run from 26 June to 10 July 2025. The last day of trading in the Cell Impact share including the right to participate in the Rights Issue with preferential rights is 19 June 2025. Shareholders who are registered as shareholders in the Company on the record date, 24 June 2025, will have preferential rights to subscribe for shares in proportion to their shareholding on the record date. Shareholders will receive one (1) subscription right for each (1) share held. Two (2) subscription rights entitle the holder to subscribe for nine (9) new shares. In addition, investors will be offered the opportunity to subscribe for shares without exercising subscription rights. If fully subscribed, the Rights Issue will provide the Company with approximately SEK 62.7 million before deduction of issue costs.
Provided that the general meeting approves the Board of Directors’ resolution, the number of shares may increase to a maximum of 3,829,491,204 through the issuance of 3,133,220,076 new shares. The share capital is not expected to increase as a result of the Rights Issue, as the Board simultaneously proposes that the general meeting resolves on a reduction of the share capital for allocation to unrestricted equity, with the aim of achieving a quota value of SEK 0.02 per share in the Company.
Allotment
In the event that not all shares are subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed for without subscription rights, whereby allocation shall be made as follows:
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primarily to those who also subscribed for shares with subscription rights, pro rata in relation to the number of subscription rights each has exercised;
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secondarily to others who have expressed an interest in subscribing for shares without subscription rights, pro rata in relation to their expressed interest; and
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thirdly to those who have provided guarantee undertakings in the Rights Issue, pro rata in relation to the size of such undertakings.
To the extent that allotment in accordance with the above cannot be made pro rata, allotment shall be determined by drawing of lots.
Dilution
Shareholders who choose not to participate in the Rights Issue will have their ownership interest diluted by approximately 81.8 percent upon full subscription in the Rights Issue (excluding compensation to guarantors), based on the total number of shares in Cell Impact after the Rights Issue. However, shareholders have the opportunity to financially compensate for this dilution effect by selling the subscription rights they receive.
Subscription and guarantee commitments
The Company has received subscription commitments from the Board of Directors and senior management amounting to approximately SEK 1.1 million, corresponding to approximately 1.8 percent of the Rights Issue. In addition, the Company has received guarantee commitments from several external investors amounting to SEK 36.5 million, corresponding to approximately 58.2 percent of the Rights Issue. In total, the Rights Issue is thus secured to approximately 60 percent through subscription and guarantee commitments.
As compensation for the guarantee commitments, guarantors are entitled to either fifteen (15) percent of the guaranteed amount in cash or eighteen (18) percent of the guaranteed amount in the form of newly issued shares in the Company. Further compensation will be paid in the form of newly issued warrants, whereby the guarantors are entitled to a number of warrants corresponding to 15 percent of the maximum number of shares in the Rights Issue that they have committed to subscribe for under the guarantee agreement. The subscription price for shares that may be issued to guarantors as compensation will correspond to the subscription price per share in the Rights Issue, which the Board of Directors considers to be on market terms. Each warrant entitles the holder to subscribe for one share in the Company at a subscription price of SEK 0.03 during the period from 24 July 2026 to 7 August 2026.
No compensation will be paid for subscription commitments. The subscription and guarantee commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements. Further details about the parties who have entered into subscription and guarantee commitments will be included in the Information Document (as defined below).
Bridge loan
To cover the Company’s working capital needs during the period leading up to the execution of the Rights Issue, a group of investors—who have also provided guarantee commitments—have granted a short-term loan of SEK 11.25 million (the “Bridge Loan”). The Company intends to repay the Bridge Loan in connection with the completion of the Rights Issue. Compensation for the Bridge Loan includes an arrangement fee of 5 percent and a monthly interest rate of 2 percent. The terms of the Bridge Loan were negotiated by the Company’s Board of Directors in consultation with the Company’s financial advisor, on an arm’s-length basis with the lending consortium. The Board considers the terms to be market-based and favorable to the Company given its financial position.
Information document
In connection with the Rights Issue, the Company is preparing an information document (the “Information Document”) in accordance with Article 1.4 (db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”). The Information Document is being prepared in accordance with Annex IX of the Prospectus Regulation.
Additional information about the Rights Issue and about the Company will be provided in the Information Document, which is expected to be published on the Company’s website around 25 June 2025.
Preliminary timetable for the Rights Issue (all dates refer to the year 2025)
| 19 June | Last day of trading in the share including the right to participate in the Rights Issue with preferential rights |
| 23 June | First day of trading in the share excluding the right to participate in the Rights Issue with preferential rights |
| 24 June | Record date for participation in the Rights Issue |
| Around 25 June | Publication of the Information Document |
| 26 June–10 July | Subscription period for the Rights Issue |
| 26 June–7 July | Trading in subscription rights on First North |
| 26 June–until the new shares are registered with the Swedish Companies Registration Office (Bolagsverket) | Trading in paid subscribed shares (BTA) (the final trading day for BTAs is preliminarily expected to be 31 July) |
| Around 14 July | Announcement of the outcome of the Rights Issue |
Advisers
Stockholm Corporate Finance AB is acting as financial advisor and Wåhlin Advokater AB as legal advisor to Cell Impact in connection with the Rights Issue. Aqurat Fondkommission AB is serving as issuing agent in connection with the Rights Issue.
This information is such information that Cell Impact AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted, through the agency of the contact person below, for publication on 20 May 2025 at 09:45 CEST.