Karolinska Development AB (publ)

Karolinska Development AB (publ) announces a rights issue of up to approximately SEK 203 million, subject to subsequent approval by the Extraordinary General Meeting, and proposes change of company name to KDventures AB

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, JAPAN, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH KOREA, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO, OR INVITATION TO, ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN KAROLINSKA DEVELOPMENT AB (PUBL) IN ANY JURISDICTION. PLEASE ALSO REFER TO THE SECTION “IMPORTANT INFORMATION” BELOW.

The Board of Directors of Karolinska Development AB (publ) (“Karolinska Development” or the “Company”) has today resolved, subject to subsequent approval by the Extraordinary General Meeting, to carry out a rights issue of class B shares with preferential rights for existing shareholders which, upon full subscription, will provide the Company with approximately SEK 202.6 million before transaction costs (the “Rights Issue”). The purpose of the Rights Issue is to finance the continued development of existing investments, new investments and general corporate purposes.

The Company has received subscription undertakings from existing shareholders as well as from members of the Company’s Board of Directors and management and its related parties to an amount of approximately SEK 5.2 million, corresponding to approximately 2.6 percent of the Rights Issue. The Company has also entered into agreements regarding guarantee commitments to an amount of approximately SEK 95.2 million, up to approximately 47 percent of the Right Issue, which includes the subscription undertakings. The Board of Directors’ resolution on the Rights Issue is subject to approval by an Extraordinary General Meeting of the Company, which is intended to be held on 8 January 2026. The notice convening the Extraordinary General Meeting will be published in a separate press release.

Summary of the Rights Issue

• The Rights Issue is carried out to finance the continued development of existing investments and for general corporate purposes.
• The Rights Issue comprises not more than 675,193,985 new class B shares and the subscription price is SEK 0.30 per share. If the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 202.6 million before deduction of transaction costs, which are estimated to amount to approximately SEK 16.8 million.
• Each shareholder of class A and class B shares in Karolinska Development will have preferential rights to subscribe for new class B shares. One (1) existing share (regardless of share class) in Karolinska Development held on the record date on 9 January 2026 entitles the shareholder to five (5) subscription rights. Two (2) subscription rights entitle the shareholder to subscribe for one (1) new class B share.
• The last day of trading in the Company’s share including the right to participate in the Rights Issue is 7 January 2026.
• The subscription period for the Rights Issue runs from and including 13 January 2026 up to and including 27 January 2026.
• Trading in subscription rights will take place on Nasdaq Stockholm from and including 13 January 2026 up to and including 22 January 2026, and trading in paid subscribed shares (“BTA”) will take place from and including 13 January 2026 up to and including around 12 February 2026.
• The Company has received subscription undertakings from existing shareholders as well as from members of the Company’s Board of Directors and management and its related parties to an amount of approximately SEK 5.2 million, corresponding to approximately 2.6 percent of the Rights Issue. The Company has also entered into agreements regarding guarantee commitments to an amount of approximately SEK 95.2 million, up to approximately 47 percent of the Right Issue, which includes the subscription undertakings.
• The Board of Directors’ resolution on the Rights Issue is conditional upon subsequent approval by an Extraordinary General Meeting of the Company, intended to be held on 8 January 2026, and also requires that the Extraordinary General Meeting resolves to amend the limits for the share capital and the number of shares in the Company’s articles of association. The Board of Directors also intends to propose that the Extraordinary General Meeting resolves to change the Company’s name to KDventures AB and to make minor adjustments to the object of the Company’s business. The notice convening the Extraordinary General Meeting will be announced in a separate press release.
• In connection with the Rights Issue, the Company will prepare and publish 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”).
  
  

Background and reasons

Karolinska Development is an investment company that offers a unique opportunity to participate in the value creation of a number of carefully selected front-line research companies developing medical innovations with significant commercial potential. Through the expertise fond within the Company’s management and Board of Directors, the selected portfolio companies have been evaluated based on criteria such as the inherent risk level of the drug or technology development – both from an indication perspective and in respect of the specific compound – as well as the commercial potential from a risk-adjusted perspective. In addition, Karolinska Development offers an active management of its holdings and good risk diversification within a complex sector, which may be challenging for an individual investor to achieve on their own.

Investments are mainly made through co-investments together with other leading national and international specialist investors. This provides access to a broader capital base, additional expertise in pharmaceutical/medical device development and commercialization, as well as extended international networks among potential licensing and business partners. Karolinska Development has a focused yet broad portfolio consisting of eleven (11) portfolio companies. Nine of the portfolio companies have drug candidates in ongoing or planned clinical trials and two of the portfolio companies have medical device products in the commercial phase. During the period 2025–2026, four portfolio companies are expected to present data from phase 2 trials. SVF Vaccines plans to initiate a phase 1 program, and PharmNovo is preparing to commence its phase 2 trial. Dilafor and BOOST Pharma are preparing to initiate phase 3 trials. These trial results have the potential to significantly increase the prospects for attractive divestments or licensing transactions. Comparable drug candidates have in recent years been out-licensed or sold at contract values amounting to billions of SEK for individual projects. The Company intends to continue to invest in and develop its existing portfolio companies, as well as to identify and invest in additional attractive research companies.

The Company’s net proceeds after transaction costs will primarily be used for continued investments in existing portfolio companies, as the Board of Directors of Karolinska Development believes that these investments have the potential to generate significant shareholder value in the coming years, as several projects approach value-driving clinical milestones or potential licensing transactions, as follows:

• Additional investments in existing portfolio companies (approximately 75 percent)
• General corporate purposes (approximately 25 percent)

To the extent that the Rights Issue is subscribed for beyond the amount covered by the subscription undertakings and guarantee commitments, the additional net proceeds will be allocated between the above uses and any new investments where the Board of Directors considers that the risk-adjusted return is the highest.

Terms and conditions of the Rights Issue

Shareholders of the Company who are registered as shareholders on the record date of 9 January 2026 will receive preferential rights to subscribe for new class B shares. Each existing share (regardless of share class) held in the Company on the record date entitles the shareholder to five (5) subscription rights. Two (2) subscription rights entitle the shareholder to subscribe for one (1) new class B share at a subscription price of SEK 0.30 per share. In aggregate, not more than 675,193,985 new class B shares will be issued. To the extent that new class B shares are not subscribed for with preferential rights, such shares shall be offered to shareholders and other investors who have submitted a request to subscribe for class B shares in the Rights Issue in accordance with the principles of allocation set out below. Upon full subscription of the Rights Issue, the Company will receive approximately SEK 202.6 million before deduction of transaction costs.

The subscription period runs from and including 13 January 2026 up to and including 27 January 2026. Subscription rights that are not exercised during the subscription period will thereafter no longer be exercisable for subscription for new class B shares and will consequently lose their value. Trading in subscription rights will take place on Nasdaq Stockholm from and including 13 January 2026 up to and including 22 January 2026, and trading in BTAs (paid subscribed shares) will take place from and including 13 January 2026 up to and including around 12 February 2026.

Principles of allocation

In case not all shares have been subscribed for by the exercise of subscription rights, the Board of Directors shall, within the limits of the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed for without the support of subscription rights. Allocation without preferential rights shall

• Primarily be made to such subscribers who have also subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment cannot be made in full, allotment shall be made in relation to the number of subscription rights exercised for the subscription of shares;
• Secondly, allotment of shares subscribed for without the support of subscription rights shall be made to those who have subscribed without the support of subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made in proportion to the number of shares each subscribed; and
• Thirdly and lastly, allotment of shares subscribed for without the support of subscription rights shall be made to those who have entered into guarantee undertaking agreements as issue guarantors, and in the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed. If allotment in any stage outlined above cannot be made pro rata, allotment shall be made by drawing lots.
  
  

Subscription undertakings and guarantee commitments

Subscription undertakings have been entered into by existing shareholders as well as by members of the Company’s Board of Directors and management and its related parties, and amount to approximately 2.6 percent of the Rights Issue, corresponding to approximately SEK 5.2 million.

The Company has also entered into agreements with external investors, including Anders Hallberg, regarding guarantee commitments which amount in aggregate to approximately SEK 95.2 million, corresponding in total to approximately 47 percent of the Rights Issue, which includes the subscription undertakings. For the guarantee commitments, a cash guarantee commission of 10 percent of the guaranteed amount will be paid, or alternatively a guarantee commission of 13 percent of the guaranteed amount in the form of newly issued shares in the Company. The subscription price for shares issued to the guarantors shall correspond to the volume-weighted average price (VWAP) for the Company’s share on Nasdaq Stockholm during the subscription period in the Rights Issue, but not lower than the subscription price in the Rights Issue.

No commission will be paid for the subscription undertakings. The subscription undertakings and guarantee commitments entered into are not secured by bank guarantee, pledged funds, pledging of collateral or similar arrangements.

Additional information regarding the parties that have entered into subscription undertakings and guarantee commitments will be provided in the Information Document.

Change in share capital and number of shares and dilution

Through the Rights Issue, the Company’s share capital will increase by not more than approximately SEK 6,751,939.85, from SEK 2,700,775.94 to SEK 9,452,715.79, by issuing a maximum of 675,193,985 new class B shares. The number of class B shares will thereby increase from 267,522,333 to a maximum of 942,716,318 shares, while the number of class A shares, 2,555,261, will remain unchanged. Shareholders who choose not to participate in the Rights Issue will have their shareholding diluted by up to 71.4 percent as a result of the Rights Issue (based on the total maximum number of outstanding shares following the issue). If subscriptions are made only up to the amount covered by the subscription undertakings and guarantee commitments, the dilution is estimated to amount to approximately 54 percent.

Information Document

In connection with the Rights Issue, the Company will prepare and publish the Information Document in the form prescribed by Appendix IX to the Prospectus Regulation. The Information Document will be published by the Company before the commencement of the subscription period in the Rights Issue.

Extraordinary General Meeting

The Board of Directors’ resolution regarding the Rights Issue is conditional upon approval by an Extraordinary General Meeting intended to be held on 8 January 2026. To enable the Rights Issue, the Board of Directors also proposes that the Extraordinary General Meeting resolves to amend the Company’s articles of association with respect to the limits for the share capital and the number of shares. The Board of Directors further proposes to change the Company’s name from Karolinska Development AB to KDventures AB and to make minor adjustments to the object of the Company’s business. The notice convening the Extraordinary General Meeting, including complete information on the Board of Directors’ proposals, will be announced in a separate press release.

Preliminary timetable for the Rights Issue

Advisers

Redeye AB is acting as financial adviser to Karolinska Development in connection with the Rights Issue and Cirio Advokatbyrå AB is acting as legal adviser. Nordic Issuing AB is acting as issuing agent in connection with the Rights Issue.

For further information, please contact:

Viktor Drvota, CEO, Karolinska Development AB
Tel: +46 73 982 52 02, e-mail: viktor.drvota@karolinskadevelopment.com

Johan Dighed, General Counsel and Deputy CEO, Karolinska Development AB
Tel: +46 70 207 48 26, e-mail: johan.dighed@karolinskadevelopment.com

This information is information that Karolinska Development AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 2025-12-01 08:00 CET.

About Karolinska Development AB

Karolinska Development AB (Nasdaq Stockholm: KDEV) is a Nordic life sciences investment company. The company focuses on identifying breakthrough medical innovations in the Nordic region that are developed by entrepreneurs and leadership teams. The company invests in the creation and growth of companies that advance these assets into commercial products that are designed to make a difference to patient’s lives while providing an attractive return on investment to shareholders.

Karolinska Development has access to world-class medical innovations at the Karolinska Institutet and other leading universities and research institutes in the Nordic region. The company aims to build companies around scientists who are leaders in their fields, supported by experienced management teams and advisers, and co-funded by specialist international investors, to provide the greatest chance of success.

Karolinska Development has a portfolio of eleven companies targeting opportunities in innovative treatment for life-threatening or serious debilitating diseases.

The company is led by an entrepreneurial team of investment professionals with a proven track record as company builders and with access to a strong global network.

For more information, please visit www.karolinskadevelopment.com.

Important information

The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, paid subscribed shares, subscription rights or other securities in the Company (the “Securities”). No action has been taken, and will not be taken, to permit a public offering in any jurisdictions other than Sweden.

This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Securities. In connection with the Rights Issue, the Company will prepare an information document in accordance with Article 1.4 db of the Prospectus Regulation. The Information Document will be prepared in accordance with the requirements of Appendix IX to the Prospectus Regulation. The Information Document is not a prospectus and will neither be reviewed nor approved by the Swedish Financial Supervisory Authority. Any investment decision, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, should be made solely on the basis of the information contained in the Information Document.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Belarus, Canada, Japan, New Zealand, Russia, Switzerland, Singapore, South Korea, South Africa or any other jurisdiction in which such action would be unlawful, subject to legal restrictions or require any action other than what follows from Swedish law. Any failure to comply with this instruction may constitute a violation of applicable securities laws. This press release does not constitute an offer to acquire or subscribe for securities in the United States. No Securities have been registered, and will not be registered, under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States and no Securities may be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction of the United States. The Securities have not been approved or registered, and will not be approved or registered, by the U.S. Securities and Exchange Commission, any state securities authority or any other authority in the United States. Nor has any such authority assessed or commented upon the offer or the accuracy or reliability of the prospectus. Any representation to the contrary is a criminal offence in the United States.

Within the European Economic Area (the “EEA”), no offer of Securities is being made to the public in any country other than Sweden. In other member states of the European Union, such an offer of Securities may only be made in accordance with exemptions under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with the exemptions under the Prospectus Regulation and any relevant implementing measures. In other EEA countries that have not implemented the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with applicable exemptions under national law.

In the United Kingdom, this document and any other materials relating to the Securities described herein are being distributed only to, and are directed only at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (in accordance with the UK version of the Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order, or (iii) such other persons to whom such investments or investment activities may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.

The Company considers that it conducts protected activities within the meaning of the Act (2023:560) on the Screening of Foreign Direct Investments (the “FDI Act”). This means that investors who obtain a certain degree of influence in the Company may be required to notify investments in the Company to, and obtain approval from, the Swedish Inspectorate for Strategic Products (Inspektionen för Strategiska Produkter, “ISP”) before such investment can be completed. Each investor should consult an independent legal adviser regarding the potential application of the FDI Act to the Rights Issue in relation to such investor. For more information, please visit ISP’s website, www.isp.se, or contact the Company.

This press release contains forward-looking statements regarding the Company’s intentions, assessments or current expectations concerning the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain terms such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assumes”, “should”, “could” and, in each case, their negative forms, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which in turn 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 materialize or prove to be correct. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may, for many different reasons, differ materially from those expressed in the forward-looking statements. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and does not assume 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 in order to reflect subsequent events. You 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 are provided only as of the date of this press release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release.

Attachment

• Project Lazarus - Final Launch Release ENG