Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 23 December 2024, regarding the final allocation of the rights issue of units, consisting of shares and warrants (the "Units"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue"). In said announcement, it was stated that the Company received subscriptions for a total of 85,757,930 Units, corresponding to approx. 21.6% of the Units offered, during the subscription period for the Rights Issue.
Approximately NOK 8.6 million of the Rights Issue was guaranteed through subscription commitments and so-called bottom guarantee commitments (the "Bottom Guarantee Commitments"). Furthermore, the Company had received a so-called top guarantee commitment of an amount corresponding to approximately NOK 5,514,472 million (the "Top Guarantee Commitment").
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 (the "2023 Convertible Loan"). In addition, the accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, has been set-off against Fenja Capital II A/S (the "Top Guarantor") commitment under the Bottom Guarantee Commitments.
The remaining balance of the 2023 Convertible Loan, in addition to an arrangement fee of NOK 200,000, in total NOK 4,200,000, will be extended in the form of a new convertible loan (the "New Convertible Loan"). Accordingly, the Board of Directors of the Company has today, 23 December 2024, resolved, based on the authorization from the Extraordinary General Meeting on 3 December 2024, on the issuance of the New Convertible Loan to the Top Guarantor. Further, the Top Guarantor has subscribed for and been allotted the New Convertible Loan.
The New Convertible Loan is due on 30 November 2025 (the "Maturity Date"). The New Convertible Loan shall accrue at an annual interest rate of STIBOR 3M, where STIBOR is set at minimum 3.00% over the duration, (the "Interest Rate Benchmark") plus an interest margin of 10.00%, (the "Interest Margin") from the day the Top Guarantor pays for the New Convertible Loan until the New Convertible Loan is repaid to the Top Guarantor's account or converted (the "Interest").
The Interest shall become due at the end of each calendar quarter and shall be paid out by the Company quarterly on the last day of the quarter or if this date is not a banking day, on the banking day immediately after such date.
The Top Guarantor shall have the right, but no obligation, to convert the Convertible Loan into shares in the Company on the terms set out below. Each request for Conversion by the Top Guarantor must always be for an aggregate nominal amount of at least NOK 1,000,000.
The subscription price per share upon conversion of the New Convertible Loan shall be NOK 0.12 per share. However, this subscription price may be subject to adjustment in certain circumstances, such as if the Company undertakes a bonus issue; reverse share split, share split; new share issue under Chapter 10 of the Norwegian Private Limited Liability Companies Act (the "Companies Act"); future rights issue pursuant to Chapter 10 of the Companies Act; an offer to shareholders to purchase securities or other rights, or resolves to distribute securities or rights without consideration; liquidation, merger, de-merger, or bankruptcy; or if any of these actions result in an inequitable financial outcome for the Top Guarantor.
Upon full conversion of the New Convertible Loan, the share capital will increase by approximately NOK 3,500,000 through the issuance of 35,000,000 new shares, implying a maximum dilution of approximately 11.6 percent for existing shareholders (calculated on the total number of shares in the Company after the Rights Issue).
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 18:20 CET on 23 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The Company received subscriptions for a total of 85,757,930 Units, corresponding to approx. 21.6% of the offered Units, during the subscription period for the Rights Issue.
The allocation of the Units in the Rights Issue has now been completed on the basis of the allocation criteria resolved by the extraordinary general meeting of the Company in connection with the approval of the Rights Issue, and as set out in the prospectus prepared for the Rights Issue dated 4 December 2024 (the "Prospectus").
The board of directors of the Company has allocated a total of 111,219,745 Units in the Rights Issue, of which 85,757,930 Units were allocated based on subscriptions received in the subscription period and the remaining 25,461,815 Units were allocated to the so-called bottom guarantors for the Rights Issue.
Furthermore, the Company had received a so-called top guarantee commitment, whereby Fenja Capital II A/S (the "Top Guarantor") would partially set-off NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 to the Top Guarantor (the "2023 Convertible Loan"). If the Top Guarantor was allotted Units amounting to less than NOK 5,514,472 in the Rights Issue, the balance between the allotted amount and NOK 5,514,472 would be paid back in cash by the Company, using proceeds from the Rights Issue. The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, and NOK 200,000 as an arrangement fee, will be extended for another 12 months in the form of a new convertible loan amounting to NOK 4.2 million (the "New Convertible Loan"). The Top Guarantor was allotted Units amounting to NOK 5,514,472.
Through the Rights Issue, the Company's share capital will increase by NOK 16,636,446.50, through the issuance of 166,364,465 new shares. If all warrants, issued in the Rights Issue, are exercised to subscribe for shares, the Company's share capital will increase by an additional NOK 16,636,446.50, through the issuance of 166,364,465 new shares.
Notifications of allocated Units and the corresponding subscription amount to be paid by each subscriber not yet having paid for their subscriptions are expected to be distributed today, on 23 December 2024. Payment for the allocated Units falls due on 30 December 2024 in accordance with the payment procedures described in the Prospectus.
The shares and warrants issued in the Rights Issue may not be transferred or traded before all Units have been fully paid for and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 6 January 2025. Under the same conditions, allocated Units are expected to be delivered on or about 8 January 2025. Trading in the Offer Shares and Warrants on Euronext Growth Oslo is expected to commence on or about 8 January 2025.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 18:00 on 23 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 16 December 2024 regarding the outcome of exercised warrants of series TO1, where the Company disclosed that a total of 24,116,078 warrants of series TO1 were exercised for subscription of 12,058,039 new shares.
The share capital pertaining to the exercise of warrants of series TO1 has now been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company's new share capital is NOK 11,136,138.30 divided on 111,361,383 shares, each with a nominal value of NOK 0.10.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 14.25 on 23 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The subscription period for the part of the Rights Issue taking place on Nasdaq First North Growth Market expired yesterday, on 19 December 2024 at 16:30 hours (CET) and the subscription period for the part of the Rights Issue taking place on Euronext Growth Oslo expired today, on 20 December 2024 at 16:30 hours (CET).
Preliminary results indicates that the Company has received subscriptions for 85,757,930 Units. 397,213,376 Units were offered in the Rights Issue. The preliminary counting consequently indicates a subscription rate of approx. 21.6 %. The final allocation of the Units will take place on Monday 23 December 2024, in accordance with the allocation criteria set out in the Company's prospectus dated 4 December 2024 (the "Prospectus"). The final results of the Rights issue will be published shortly thereafter.
Notification regarding allocation of Units and the corresponding subscription amount to be paid by each subscriber, are expected to be distributed on or about 23 December 2024.
For more information, please refer to the prospectus dated 4 December 2024, prepared by the Company in connection with the Rights Issue, which is available at the Company's website, www.zwipe.com and the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 19:30 on 20 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue"). Reference is further made to the stock exchange announcement published by the Company on 19 December 2024, regarding the last day of the subscription period on Nasdaq First North Growth Market.
The subscription period for the part of the Rights Issue taking place on Euronext Growth Oslo will expire today, on 20 December 2024, at 16:30 hours (CET)
The subscription rights that are not used to subscribe for Units in the Rights Issue on Euronext Growth Oslo before 16:30 hours (CET) today, 20 December 2024, will have no value and lapse without compensation to the holder.
For more information, please refer to the prospectus dated 4 December 2024, prepared by the Company in connection with the Rights Issue, which is available at the Company's website, www.zwipe.com and the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 20 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The subscription period for the part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden will expire today, on 19 December 2024, at 16:30 hours (CET)
The subscription rights that are not used to subscribe for Units in the Rights Issue on Nasdaq First North Growth Market Sweden before 16:30 hours (CET) today, 19 December 2024, will have no value and lapse without compensation to the holder.
For more information, please refer to the prospectus dated 4 December 2024, prepared by the Company in connection with the Rights Issue, which is available at the Company's website, www.zwipe.com and the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 19 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 16 DECEMBER 2024 – Zwipe AS (“Zwipe” or the “Company” today announces the outcome of exercised warrants of series TO1, issued in connection with the Company’s rights issue conducted in December 2023. The exercise period ended on 13 December 2024 and a total of 24,116,078 warrants of series TO1 were exercised for subscription of 12,058,039 new shares, corresponding to a subscription rate of approximately 37 percent of the total number of outstanding warrants of series TO1. The subscription price per share was NOK 0.11. Thus, the Company receives approximately NOK 1.3 million in gross proceeds through the exercise of warrants of series TO1.
Number of shares, share capital and dilution
Through the exercise of warrants of series TO1, the number of shares in Zwipe will increase by 12,058,039 shares, from 99,303,344 to 111,361,383 shares. The share capital will increase by NOK 1,205,803.90, from NOK 9,930,334.40 to NOK 11,136,138.30. For existing shareholders who did not exercise any warrants of series TO1, the dilution effect amounts to approximately 11 percent.
Advisers
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the exercise of warrants of series TO1.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
OSLO, NORWAY – 11 December 2024 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The Company has today, 11 December 2024, been informed that Robert Puscaric, CEO of Zwipe, has subscribed for 500,000 Units. Each Unit consists of one (1) new share in the Company and one warrant, with the payment of SEK 0.10 applying solely to the shares. The warrants are issued free of charge. As a result, Mr. Puscaric has subscribed for 500,000 new shares in the Company. The issuance of the Units is subject to the completion of the Rights Issue and the Company's board of directors allocating such Units to Mr. Puscaric in accordance with the allocation criteria outlined in the prospectus prepared in connection with the Rights Issue.
Please see the attached notifications of transactions for further information.
OSLO, NORWAY – 11 Dec 2024 – One of France's leading innovators in logistics, logistics platforms and transport has decided to test Zwipe Access biometric cards. The initiative, made possible through a collaboration with Zwipe AS, aims to enhance security measures at the logistics giant’s sites while streamlining access control systems.
Zwipe AS, a renowned leader in biometric technology, supplied the cutting-edge cards as part of its mission to revolutionize secure authentication solutions. Listed on the Oslo and Stockholm stock exchanges, Zwipe specializes in developing advanced biometric authentication technologies for access control, identification, and payment solutions.
The logistics leader has achieved remarkable growth in business park development, industrial and tertiary real estate, as well as conditioning and packaging solutions. Demonstrating a strong commitment to social and environmental responsibility, the company has also set a benchmark in sustainable logistics by being the first in Europe to implement an urban delivery network powered by electric trucks.
This partnership highlights the alignment between Zwipe's innovative technology and the logistics leader’s commitment to driving progress in security, sustainability, and operational excellence. The pilot project serves as a significant step toward redefining industry standards in access control through biometric solutions.
Robert Puskaric, President and CEO of Zwipe, highlighted the significance of the collaboration, stating, "Having access solutions that meet stringent safety and security standards is essential in today's world. With Zwipe Access, biometric authentication offers a highly secure and reliable method for identity verification. In an era of digital identity, Zwipe Access cards mitigate the risk of unauthorized access while delivering a seamless and intuitive user experience."
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work passionately across networks of international organizations, industries, and cultures to make convenience safe and secure. We pioneer next-generation biometric card technology for payment, physical and logical access control, as well as identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, please visit http://www.zwipe.com/
OSLO, NORWAY – 6 November 2019
Q3 2019 highlights and recent developments
During the third quarter Zwipe focused on extending its technology portfolio and network of partners covering the biometric payment card and wearables value chain:
Status update from the CEO
André Løvestam, CEO of Zwipe said ”Q3 2019 exceeded our expectations and we are happy with the major milestones we have completed over the last months. The announced collaboration with Idemia on a disruptive technology platform for biometric payments represents a defining moment for Zwipe. The new biometric payments platform will drastically reduce product and manufacturing costs by integrating into a single chip the functions that previously required a Secure Element, a Microcontroller, and more than thirty external components. This enables Zwipe to take a strong cost leadership position and gain competitive advantage as the industry moves towards large-scale volumes.
In parallel, we are forging ahead with our internal research and development activities and have expanded our intellectual property (IP) portfolio. In the period, our in-house IP development has progressed well. Zwipe now has 31 granted patents across 10 patent families in its IP portfolio, representing significant licensing revenue potential for the company going forward. Immediately after the closing of Q3, we announced the successful completion of a two-year development project: a working prototype of our Z5 chip which we plan to commercialize to stakeholders across the payments ecosystem, both as a stand-alone chip and as part of our biometric payment platform, the biometric inlay.
We have complemented our products with services. At the end of the quarter, Zwipe introduced the “Zwipe Experience” to its customers – a comprehensive program of products and services, enabling the card manufacturers to prepare for all aspects of launching biometric payment cards.
With product development taking positive strides, we have also continued expanding our network of customers. In Q3 we added Thailand-based card manufacturer dz card to our already substantial global customer network. Dz card plans to launch biometric payment solutions to address the emerging needs of customers in Thailand and across Southeast Asia, a region poised to see exponential growth in payment card adoption over the coming years.
Beyond dual-interface payment cards, we are pursuing complementary payment solutions where our technology represents a competitive advantage for our customers. During the quarter, we announced that we had been engaged by G+D Mobile Security, one of the world’s largest players within security solutions, to provide product design and prototyping for a wearable biometric payment device to be piloted by a leading bank.
With good momentum in these two emerging product verticals, we are confident that our focus on building relationships with our customers will play a major role in securing both short- and long-term success for the company. The new relationships diversify our customer base and extend our geographical presence, securing ties with regional leading card manufacturers and banks. Industry leaders in the biometric payment industry such as Idemia and G&D are firming up their roles, setting up commercial structures and investing in trial and production capacity. The fact that they select Zwipe as a key partner for their endeavours is a testament to our strong role in the value-chain.
It is exciting for us to see that our future potential is materializing in near-term commercial opportunities. Our initial sales of biometric card inlays, and customer-funded engineering efforts are opening doors for greater opportunities going forward. I am delighted to see that the steps we have taken are starting to bear fruit.”
Financials and Significant Events During Third Quarter 2019
Financial Status
During the third quarter Zwipe had revenues of MNOK 1.0 (0.9) representing sale of products for trial purposes as well as NRE invoiced to certain customers for specific developments. Accumulated revenues for the year amount to MNOK 1.3 (1.6).
Average monthly cash flow during Q3 2019 was MNOK -7.6 (-5.6), compared to MNOK -8.9 in the first half of 2019. The closing cash balance at end of Q3 was MNOK 51.0.
Subsequent event: Completed prototype Zwipe Z5 chip
After closing of the third quarter, Zwipe announced the successful prototype completion and power-on of its in-house developed “Z5” energy harvesting and power management integrated circuit (ASIC). The proprietary new chip is a significant milestone in component consolidation, cost reduction and efficiency improvement for Zwipe. Commercial samples are planned to be ready by mid-2020, by which time mass production can start. The Z5 chip will precede and subsequently complement the emerging biometric payment technology platform announced with Idemia.
OSLO, NORWAY – 14 OCTOBER 2019 – Biometric technology company Zwipe is pleased to announce the prototype manufacturing and successful power-on of its Z5 chip, an application-specific integrated circuit (ASIC) developed by Zwipe and supported by proprietary energy harvesting IP.
The Zwipe Z5 consolidates components required for contactless energy harvesting and power management in one chip, reducing cost and improving the power efficiency and the manufacturability of embedded biometric solutions. This proprietary embedded chip will be a key commercial element for Zwipe’s biometric products for payment and beyond.
Commenting on this important breakthrough, André Løvestam CEO of Zwipe said, “this is an important milestone for the company, and a key part of Zwipe’s Generation NxT initiative focusing on cost reduction and supply-chain readiness to improve our competitiveness and facilitate our go-to-market and scale-up capacity. Over the coming months, Zwipe will complete verification and qualification. Commercial samples are planned for release mid-2020, at that stage mass production can start.”
The Zwipe Z5 chip will be sold as a single component and as part of Zwipe’s embedded system, the biometric inlay. Target customers are smart card and wearables manufacturers as well as original equipment manufacturers (OEMs) in the emerging biometric payment market and in other verticals.
The development of this component is partially funded through a EUR 2.3 million (NOK 23 million) grant from the European Commission as part of Horizon 2020.
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OSLO, NORWAY– 27 SEPTEMBER 2019 – Biometric technology company Zwipe has today delivered the first order of its second-generation biometric inlay to one of its card manufacturing customers. The order was for a few thousand units and generates revenue of approximately half a million NOK in the third quarter 2019.
“Zwipe’s biometric payment platform is the most widely live-tested solution in the marketplace and it has been progressively updated in terms of performance and cost. We are now starting to provide our second-generation biometric platform and inlay technology to our customers. We are supporting our customers toward achieving a mass-marketable roll-out of their biometric payment cards” says André Løvestam, CEO at Zwipe.
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Courbevoie, FRANCE and Oslo, NORWAY – 19 September 2019 – IDEMIA, the global leader in Augmented Identity and one of the world’s largest biometric payment card manufacturers, and Zwipe, a leading biometric technology company, have signed an exclusive partnership and distribution agreement that sees the two companies co-investing in the development of a disruptive biometric payment card platform. The companies’ shared vision is to enable mass volume market take-off and long-term growth for biometric payment cards, by bringing to market a technology platform that will significantly reduce the complexity and cost of the design and production process for biometric payment cards, enabling an accelerated path to mass volumes which will ultimately benefit the issuers and users of cards.
This result is achieved by drastically reducing the number of components, integrating in a single chip the functions that previously required a Secure Element, a Microcontroller, and more than thirty external components, all mounted on a flexible PCB (Printed Circuit Board). Cards incorporating this new technology will be in the market in H2 2020, with high volume deployment starting in 2021.
Speaking on the agreement, Amanda Gourbault, Executive Vice-President for Financial institutions activities at IDEMIA, declared: “this is a strategic, high profile project for IDEMIA. We are very excited about what this platform will enable in terms of market growth and the penetration of biometric payment cards. IDEMIA is delighted to partner with Zwipe, a company with a solid intellectual property portfolio and an expanding global customer network; we are confident that our new solution will command a leading position in the marketplace.”
Zwipe will have worldwide exclusive rights to provide this solution to manufacturers of payment cards, wearables and other payment solutions, and their suppliers, when the product becomes available. IDEMIA has ownership of this technology and will sell F.CODE to its Financial Institutions customers. Once again, by bringing the best of its technology and vision, IDEMIA is driving the growth of the biometric cards market.
Commenting on this major development, André Løvestam, CEO of Zwipe said “we are excited and proud to enter a significant partnership with IDEMIA, a prominent global industry leader. The platform represents a technological leap that will serve as a catalyst to enable full biometric payment card costs to come down significantly, driving mass volume market growth and complementing our current and future product portfolios. We look forward to bringing this platform to our customers to continue to shape the biometric payments industry.”
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OSLO, NORWAY– 17 SEPTEMBER 2019 – Biometric technology company Zwipe has been selected by Giesecke + Devrient (G+D) Mobile Security, one of the world’s largest mobile and digital security providers to develop a biometric payment device with a view to pilot this technology with leading banks.
Speaking on the partnership with Zwipe, Gabrielle Bugat, Group Senior Vice President and Head of Business Unit Financial Services at G+D Mobile Security, said “We have selected Zwipe because of their proven ability to integrate biometrics with payment functionalities into an extremely space and energy-constrained environment,” adding “we are confident that this joint effort will help establish new opportunities in the emerging biometric payments marketplace.”
Zwipe will provide the technical design and core components for integration into a wearable device with the digital security provider integrating the payment platform and personalising the product for use as a payment solution.
Commenting on this commercial effort, André Løvestam, CEO of Zwipe said “Our new customer, G+D is one of the world’s largest players in security solutions and we are excited to launch this collaboration.”
The joint development is commencing now, and the two parties plan to announce the start of any pilot when the product is ready for trials.
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BANGKOK, THAILAND – 11 SEPTEMBER 2019 – Biometric technology company Zwipe and dz card a global card solution provider and one of the largest card manufacturers in Southeast Asia, have signed a partnership to launch biometric payment solutions addressing the emerging needs of customers in Thailand and across Southeast Asia, as well as India and Africa.
Speaking on the engagement, Mr. Renaud ADAM – CEO of dz card said, “we have received requests from several large issuers seeking biometric payment cards and we are excited to partner with Zwipe, who is uniquely positioned to support our customers in introducing, optimizing and scaling up the issuance of this innovative product which makes contactless payment so much more secure.”
dz card will look to integrate Zwipe’s technology platform in bringing their biometric payment cards and other associated solutions to market, featuring Zwipe’s proprietary biometric payment platform and secure at-home enrolment offering.
Commenting on this latest customer acquisition André Løvestam, CEO of Zwipe said, “we are honored that dz card decided to join our growing customer base and we are confident that our unique and dedicated approach to support them in launching biometric payment cards will be a win for their customers, some of the largest financial institutions in Southeast Asia.”
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OSLO, NORWAY – 3 September 2019- Biometric technology company Zwipe will explore a potential listing on Nasdaq Stockholm's First North Growth Market. The timing of such a listing remains to be evaluated.
Commenting on this development, CEO of Zwipe André Løvestam said “the past several months has seen major stakeholders in the emerging biometric payment market invest in preparations for commercialization of biometric payment cards and accompanying offerings. This vote of confidence and positive outlook has enabled several new strategic opportunities for Zwipe that are currently being pursued. On this basis, the Board of Directors has concluded an intent to list on Nasdaq Stockholm's First North Growth Market”, adding “listing on Nasdaq First North Growth Market will take the company closer to the majority of its investors and open up a larger and more dynamic trading market for its shares.”
Please see Zwipe’s Interim Report January to June 2019 on the company’s website, www.zwipe.com for more information about the company’s status and outlook.
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Oslo, Norway - 3 September 2019
Biometric technology company Zwipe today announces its Interim Report January to June 2019:
First Half Year
Significant events during the period
Significant events after the period
CEO comment
André Løvestam, Chief Executive Officer at Zwipe, said “Zwipe had significant progress during the first half of 2019. During the period we added five new card manufacturing customers across the world, significantly broadening our customer base. At the same time, multiple pilots with existing customers, banks and payment networks, have provided strong results and given us unique insights as we progress towards commercial adoption of our offerings.
Over the course of this summer, accredited third-party labs used for validation by the major payment networks have confirmed that Zwipe’s platform is comfortably surpassing the biometric performance, security and interoperability requirements for certification to be awarded to card manufacturers.
During the first half of 2019 multiple card manufacturers have started the capital-intensive process of launching biometric payment card specific manufacturing lines, semiconductor providers have begun the development of dedicated offerings for this emerging market, and the entire value chain supporting these processes has started moving more aggressively.
This vote of confidence of the future prospects in biometric payment cards and wearables has opened up several new strategic opportunities for Zwipe; opportunities that we are now pursuing at full speed.
Based on this confirmation of Zwipe’s value proposition and long-term prospects, the Board of Directors has concluded an intent to list on Nasdaq Stockholm's First North Growth Market, thereby further accelerating and supporting the company's development.
I am confident that Zwipe is well positioned to unlock the exciting opportunities coming our way and I am looking forward to the next phase of our journey.”
Please find the full report attached or on the company’s website www.zwipe.com.
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OSLO, NORWAY– 25 JUNE 2019 – Biometric technology company Zwipe has entered into a partnership with XH Smart, a global smart card manufacturer, focused on commercializing end to end biometric payment offerings to XH Smart customers in China and beyond.
XH Smart is a global solutions provider offering end-to-end digital security solutions to banks and telecom operators in more than 70 countries across the world. A fully accredited Visa, Mastercard and China UnionPay card manufacturer, the company has grown rapidly since its founding in 2011, becoming a global player in the payment card marketplace, marked by several large industry acquisitions both inside and outside of China. In 2018 the company manufactured in excess of 44 million payment cards.
Speaking on the agreement with Zwipe, Mr Eehou Lim, XH Smart Group SVP, said “We are convinced that biometric payment cards is becoming one of the new standards in payments going forward and that is why we have partnered with Zwipe, the only company that can assist us in offering an end to end solution to our customers. We are confident that we have the right pieces in place to seize this exciting opportunity.”
Zwipe’s end to end offering buoyed by its strong intellectual property portfolio provides card manufacturers physical components and manufacturing support. Additionally, the comprehensive package covers advisory services that will enable card manufacturers to provide a more complete offering to banks and issuers, by directly supporting product integration, customer enrolment and onboarding on multiple platforms.
Commenting on this partnership, André Løvestam, CEO of Zwipe said “We are excited to partner with XH Smart and to contribute to their capacity to deliver not just an innovative new product but a complete experience to their discerning customers, driven by our shared commitment to making convenience secure.”
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