InCoax Networks AB: InCoax Networks carries out a directed share issue of SEK 11.2 million, partially conditional upon subsequent approval by an Extraordinary General Meeting

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InCoax Networks AB (publ) (“InCoax” or the “Company”) has, in accordance with the intention announced in the Company’s press release on 15 June 2026, resolved to carry out a directed share issue of a total of 10,140,899 shares at a subscription price of SEK 1.1 per share. The resolution regarding the new share issue was made partly pursuant to the authorization granted by the Annual General Meeting held on 12 June 2026 (“Tranche 1”), and is partly subject to approval by an Extraordinary General Meeting planned to be held on 6 July 2026 (“Tranche 2”; Tranche 1 and Tranche 2 together, the “Directed Share Issue”). Through the Directed Share Issue, InCoax will receive gross proceeds of approximately SEK 11.2 million before transaction costs. The subscription price was determined through an accelerated bookbuilding process conducted by Sedermera Corporate Finance AB (“Sedermera”). A number of Swedish and international qualified investors participated in the transaction as well as Chairman of the Board Peter Agardh, through Saugatuck Invest AB, and Board Member Anders Nilsson through Implementeringssystem i Sundsvall AB, together with members of the Company’s management. Notice to the Extraordinary General Meeting will be published in a separate press release. In addition, a loan facility of SEK 5 million has been secured from Saugatuck Invest AB, in addition to the existing loan facility of SEK 25 million from Saugatuck Invest AB.

Jakob Tobieson, CEO of InCoax Networks AB, comments: “Today, we have a complete product offering that meets the requirements of major network operators and addresses an important need in the rollout of gigabit broadband. With our next-generation products now in place, our focus has shifted from development to commercial execution.

The share issue strengthens our financial resilience and provides us with improved conditions to continue pursuing existing customer dialogues and business opportunities in our pipeline. We are confident in our ability to convert the increased market interest into tangible orders during the second half of 2026.”

About the Directed Issue

The Board of Directors of InCoax has today resolved to carry out the Directed Issue to a total value of approximately SEK 11,2 million before transaction costs. The Directed Issue is carried out in two tranches. Tranche 1 of the Directed Issue comprises 5,590,904 shares and has been resolved by the Board of Directors pursuant to the authorization granted by the Annual General Meeting held on 12 June 2026. The investors in Tranche 1 consists of a number of Swedish and international qualified investors. Tranche 2 of the Directed Issue comprises 4,549,995 shares and is directed to Jakob Tobieson (CEO), Mats Svensson (CFO), Helge Tiainen (Business Development Manager), Johan Huldberg (Hardware Development and Site Manager), Karl Roos (Software Development Manager), Niclas Berglind (Sales & Product Manager), Saugatuck Invest AB (owned by Chairman of the Board Peter Agardh) and Implementeringssystem i Sundsvall AB (owned by Board Member Anders Nilsson).

The shares in Tranche 2 are subscribed for in accordance with the allocation set out below:

The subscription price in the Directed Share Issue amounts to SEK 1.1 per share and has been determined through an accelerated bookbuilding process conducted by Sedermera. The subscription price corresponds to a discount of approximately 13 per cent in relation to the volume-weighted average price (VWAP) of the Company’s share on Nasdaq First North Growth Market over a period of thirty (30) trading days from 4 May 2026 up to and including 15 June 2026. Members of the Company’s Board of Directors and management participating in the Directed Share Issue have been offered to participate on the same terms as those agreed in the bookbuilding process.

As the subscribers in Tranche 2 comprise members of the Board of Directors and senior executives of InCoax, the Board’s resolution to carry out Tranche 2 of the Directed Issue is subject to Chapter 16 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) (the so-called Leo rules) and will require approval by an Extraordinary General Meeting with a majority of at least nine-tenths of both the votes cast and the shares represented at the meeting. Peter Agardh and Anders Nilsson have not participated in the Board’s resolution to carry out Tranche 2. The completion of Tranche 1 is not conditional upon Tranche 2.

LOAN FACILITY

In connection with the Directed Issue, the Board of Directors of the Company has also resolved to enter into a new loan facility of SEK 5 million with the Company’s main shareholder, Saugatuck Invest AB. The new loan facility is in addition to the existing loan facility from Saugatuck Invest AB of SEK 25 million in total. The first SEK 10 million drawn under the existing facility carries an annual interest rate of 8 percent. Amounts drawn within the interval from SEK 10 million up to and including SEK 20 million carry an annual interest rate of 12 percent. Loans exceeding SEK 20 million carry an annual interest rate of 14 percent. No set up fee will be charged in connection with the establishment of the new facility. The loan facility will run until 13 augusti 2027. Peter Agardh has not participated in the Board of Directors’ resolution to establish the new loan facility.

Background and motive

InCoax Networks develops broadband solutions that enable operators to deliver high-speed internet via existing coaxial networks within buildings, without the need to deploy new in-building cable networks. The Company’s technology allows telecom and broadband operators to connect end-users to gigabit and multi-gigabit speeds more quickly and cost-efficiently by reusing existing in-building cable infrastructure.

In recent years, and particularly during 2025, the Company has established the strategic and technical capabilities required to meet the stringent requirements of the largest broadband providers in the market. As a result, the first product series incorporating the integrated eQoS software were launched in early 2026, enabling customers to remotely manage and prioritize broadband traffic within buildings. eQoS is often a core requirement among larger operators and, in many cases, a fundamental prerequisite for large-scale technology deployments.

The launch marks an important milestone for InCoax, as the Company now fully meets both the technical and commercial requirements of operators. With the next generation of products now available in the market, the Company has continued its transition during the second quarter from an intensive development phase towards an increased focus on commercial execution. Initial market response to the new product generation has been positive, and the Company is observing an increasing number of customer dialogues at various stages of the sales process. The most advanced and particularly notable of these is the new framework agreement entered into with a US-based Tier 1 operator, as announced in the Company’s press release on 2 June 2026.

Against this background, the Board of Directors has resolved to carry out the Directed Share Issue, thereby strengthening the Company’s financial position and improving its ability to convert the increased level of customer interest into concrete business opportunities. The proceeds from the issue are intended to finance ongoing operations until the Company reaches positive cash flow.

Considerations regarding the exemption from shareholders' pre-emptive rights

The Board of Directors has conducted a comprehensive analysis and carefully evaluated the conditions for raising capital through a rights issue. Following an overall assessment, the Board has concluded that the Directed Share Issue, under prevailing market conditions, is the most favorable alternative for the Company, its shareholders, and the Company’s long-term strategic development.

The Board’s assessment is based, among other things, on the following considerations:

• A rights issue would be significantly more time- and resource-intensive to execute than the Directed Share Issue. A shorter execution process is expected to enable management to devote greater focus to the Company's commercial development, while at the same time reducing exposure to market volatility. In addition, the Company is afforded the opportunity to capitalize on the current interest in the Company's shares and thereby complete the capital raising on favorable terms.

• The Directed Share Issue is expected to be carried out at a significantly lower cost and with less complexity than a rights issue. Considering current market conditions, the board also assesses that a rights issue would likely require guarantee commitments to ensure a sufficient subscription level. Such guarantee arrangements would likely entail substantial costs for the Company and, depending on the compensation structure, could result in additional dilution for existing shareholders.

• The Board further assesses that a rights issue would most likely need to be conducted at a lower subscription price and therefore at a higher discount to the prevailing market price. This would likely result in greater dilution for existing shareholders. A higher discount may also increase the risk of a negative impact on the share price in connection with the execution of the rights issue.

• The Directed Share Issue is also expected to strengthen the Company’s shareholder base and capital structure by adding additional Swedish and international qualified investors, which is considered beneficial for the Company’s continued development and position in the capital markets. The reason why the Directed Share Issue has also been directed to members of the Company's Board of Directors and management, most of whom are also existing shareholders, is that increased share ownership and alignment of interests within this group are considered important for the implementation of the Directed Share Issue and, in the Board's opinion, contribute to enhanced confidence and stability for both the Company and its shareholders.

Considering the above, the Board has determined that the Directed Share Issue, with deviation from the shareholders’ preferential rights, is the most favorable option for InCoax to strengthen its financial position while preserving value in the Company and being in the best interest of its shareholders.

By setting the subscription price in the Directed Share Issue through an accelerated bookbuilding process, the Board considers that market-based pricing is ensured.

Change in number of shares, share capital and dilution

Through Tranche 1, the Company’s share capital will increase by SEK 1,397,726.00, from SEK 34,916,858.75 to SEK 36,314,584.75, through the issuance of 5,590,904 new shares. This will result in an increase in the total number of shares from 139,667,435 to 145,258,339 shares, corresponding to a dilution of approximately 3,8 percent to existing shareholders.

Subject to approval of Tranche 2 at the Extraordinary General Meeting scheduled for 6 July 2026, the Company’s share capital will increase further by SEK 1,137,498.75, from SEK 36,314,584.75 to SEK 37,452,083.50, through the issuance of 4,549,995 new shares. The total number of shares will thus increase from 145,258,339 to 149,808,334, corresponding to a dilution of approximately 3,0 percent to existing shareholders.

The Directed Issue as a whole will result in an increase in the Company’s share capital from SEK 34,916,858.75 to SEK 37,452,083.50 through the issuance of 10,140,899 new shares, entailing total dilution of approximately 6.8 percent to existing shareholders.

Extraordinary General Meeting

The Board of Directors' resolution on Tranche 2 is subject to approval by the Extraordinary General Meeting on 6 July 2026 2026. Notice of the Extraordinary General Meeting will be published through a separate press release.

Advisors

Sedermera Corporate Finance AB is acting as bookrunner, and Setterwalls Advokatbyrå AB is acting as legal advisor to the Company in connection with the transaction. Nordic Issuing AB is the issuing agent.

For additional information, please contact:

Jakob Tobieson, CEO, InCoax Networks AB
[email protected]
+46 (0) 764 955 260

This information is such information that InCoax Networks AB is required to disclose pursuant to the EU Market Abuse Regulation. The information was submitted, through the agency of the above-mentioned contact person, for publication on June 15 2026 at 23:00 (CEST).

About InCoax Networks AB

Networks AB (publ) re-purposes existing property coaxial networks in fiber and fixed wireless access (FWA) extension deployments for Communication Service Providers (CSP) globally. The technology is a high performance, future proof, reliable and cost-effective complement, that reduces installation time and improves take-up rate, to boost digital inclusion and internet access for all.

To keep updated on corporate information, visit incoax.com. Tapper Partners AB, tel. +46 (0)70 44 010 98, [email protected], is acting as the Company’s Certified Adviser.

IMPORTANT INFORMATION

Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the Company in any jurisdiction where such an offer or solicitation would be illegal. In each Member State of the European Economic Area (“EEA”), this press release is directed only to “qualified investors” in the Member State in accordance with the Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) definition.

This press release does not constitute or form part of an offer or solicitation 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 US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable 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 the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document, and any other material relating to the securities referred to herein, is only being distributed to, and is only directed at, and any investment or investment activity attributable to this document is only available to, and will be engaged in only by, “qualified investors” as defined as (i) professional investors as set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) fall within Article 49(2)(a) to (d) (“entities with high net worth” etc.) of the Order, (all such persons together being referred to as “Relevant Persons”). An investment or investment activity to which this communication relates in the United Kingdom is available only to Relevant Persons and will only be carried out with Relevant Persons. Persons that are not Relevant Persons should not take any action based on this press release and should not act or rely on it.

This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. This press release neither identifies nor claims to identify risks (direct or indirect) which could be associated with an investment in new shares. An investment decision to acquire or subscribe for new shares in the Directed Issue may only be made based on publicly available information.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, 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 may be identified by the fact that they contain words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Even if the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements, which are a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as of its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation 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 press release, unless required by law or Nasdaq First North Growth markets rule book for issuers.