OSLO, NORWAY – 07-Oct-2024 – One of the prominent global leaders in the pharmaceutical industry is currently testing Zwipe Access biometric cards, in collaboration with a trusted partner, with a view to potentially deploy these innovative cards in its operations.
Zwipe AS, a pioneer in biometric technology, offers Zwipe Access cards equipped with an advanced fingerprint sensor. This technology captures the cardholder’s fingerprint securely, delivering the highest level of security and privacy available in biometric systems. By ensuring that the biometric data never leaves the card, Zwipe Access provides an unparalleled safeguard against data breaches.
The global pharmaceutical company involved in this testing is dedicated to reimagining medicine, improving, and extending lives. With the deployment of Zwipe Access cards, the company aims to enhance security across its processes and operations.
Robert Puskaric, President and CEO of Zwipe, shared his thoughts on the potential deployment and said, “Securing individual identities is critical in today’s landscape of cyber and security threats. Biometric authentication offers a highly secure, reliable method for identity verification. Since biometric characteristics are unique to each person, Zwipe Access Cards prevents the risk of unauthorized access, all while providing 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 – 30-Sept – 2024 – Zwipe, a global pioneer and leader in biometric technology for access control, identification, and payment solutions, announces that one of the world’s top digital music streaming service providers is currently testing Zwipe’s biometric access cards. This evaluation is part of a potential deployment of Zwipe’s technology across the company.
Zwipe is listed on the stock exchanges of Oslo and Stockholm and specializes in secure, biometric authentication technology for access control, identification, and payment solutions.
The global music streaming company aims at increasing security on its premises by evaluating and potentially adopting Zwipe Access cards. These biometric cards offer enhanced protection by ensuring that sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Zwipe Access is a card-based fingerprint dual-authentication solution designed for access control, fast and easy to deploy. With fingerprint capture, extraction, and comparison taking place entirely on the card itself, the biometric data never leaves the card. This provides heightened data privacy and security for users, significantly reducing the risk of security breaches, whether in the physical or digital world.
Robert Puskaric, President and CEO of Zwipe, commented on the potential partnership, stating: “Security and privacy concerns are growing everywhere. Adopting secure and reliable access control systems is essential in protecting people and facilities. Zwipe’s biometric technology offers a secure, fast, and intuitive authentication experience for access control. We are delighted to have such a global leader as potential customer.”
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 technology for payment, physical and 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 www.zwipe.com
OSLO, NORWAY – 25-September – 2024 – A leading U.S.-based social media and IT company is currently testing Zwipe Access biometric cards via their strategic technology partner, mandated to assess and implement technology globally, considering the possible deployment of this cutting-edge solution across its facilities.
Zwipe AS, a widely recognized pioneer in biometric technology, has supplied these cards as part of a collaborative effort to enhance customer’s sites security.
Zwipe is listed on the stock exchanges of Oslo and Stockholm and specializes in secure, biometric authentication technology for access control, identification, and payment solutions.
The global technology giant aims at further strengthening its security protocols by evaluating and potentially adopting Zwipe Access cards. These biometric cards offer enhanced protection by ensuring that sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Zwipe Access is a card-based fingerprint dual-authentication solution designed for access control. With fingerprint capture, extraction, and comparison taking place entirely on the card itself, the biometric data never leaves the card. This provides heightened data privacy and security for users, significantly reducing the risk of security breaches, whether in the physical or digital world.
Speaking on this potential deployment, Robert Puskaric, President and CEO of Zwipe, said, “In today’s digital age, secured identity and authentication are more important than ever. We are immensely proud for a potential partnership with such a prominent global leader in the tech industry. The Zwipe Access biometric card offers an excellent solution for enhancing security through two-factor authentication, all without requiring lengthy and costly hardware upgrades, thus providing both increased protection and significant savings in capital expenditure.”
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/
Significant events H1 2024
Focusing on identity and access management, Seriline, a Sweden-based company, has signed a distribution agreement with Zwipe that pioneers next generation biometric cards for physical & logical access control and identification solutions.
Plasticard - ZFT, one of the leading manufacturers for plastic cards, smart cards and ID media has partnered with Zwipe to distribute biometric access cards for Zwipe in Germany, Austria and Switzerland.
Ermes srl, one of the leaders in providing solutions for the identification and security of people, has signed a distribution agreement with Zwipe, a pioneer and world leader in the development of biometric technology on cards for identification and access control.
Zwipe announced the appointment of PCB & Security Europe S.L., headquartered in Barcelona, Spain, as its official distributor for Spain and Portugal. This strategic partnership expands Zwipe’s reach across Europe and positions the company to capitalize on the growing demand for secure and convenient biometric access solutions in the Iberian Peninsula.
Zwipe has teamed up with SCAP, the leading distributor of access control cards and readers in France, focusing on providing advanced security RFID solutions, to introduce the innovative “biometric system-on-card” to SCAP’s customers.
Tadera and Zwipe announce that the Zwipe Access Biometric Smart Card System has completed operational test and evaluation by National Safe Skies Alliance, Inc. (Safe Skies) at Richmond International Airport (RIC). The report concludes that the Zwipe access card is a highly secure and user-friendly solution that meets the needs of the airport.
In January, Zwipe announced a company restructuring and new strategic direction, increasing its focus on Zwipe Access and accelerating the commercialization of its biometric authentication technology in the access control market. As a result of the change in strategic focus, the company has initiated a restructuring process that is expected to reduce operational costs, particularly related to Zwipe Pay.
Significant events after the period
ZKTeco, a globally recognized leader in access control solutions, is proud to announce a partnership with Zwipe, a leader in biometric technology for cards used in identification, access control, and payment. Together, they aim to deliver cutting-edge, high-security access solutions in Europe.
Zwipe the market leader in Biometric Smart Card technology for biometric access card technology, has entered into a strategic partnership with ABC Security Access Systems, a prominent integrator specializing in physical security solutions. This collaboration aims to introduce Zwipe’s state-of-theart biometric smart card technology solutions to customers across the Canadian marketplace, focusing on key sectors such as retail, government, commercial and institutional.
Zwipe, the global leader in biometric payment and access cards, and AXYS, a specialist in integrating access control, video surveillance, intrusion detection, and other security technology solutions announce a strategic partnership. This collaboration aims to deliver the groundbreaking “biometric smartcard” technology solution to AXYS’s global customer base.
Message from the CEO
During the first half of the year, we have, alongside the execution of the restructuring program, focused on implementing the new strategy focusing on the access control market. We intensified our efforts to establish and develop strategic partnerships in our targeted regions that enhance our reach and credibility within the industry with good traction and response. Collaborations and the establishment of go-to-market partnerships with key players in the security and technology sectors are increasing both our market presence and growth potential and we have expanded our network of distributors and resellers, as well as system integrators and installation companies in all geographies.
In France, during the first quarter, we signed a distribution agreement with SCAP, a major distributor giving us access to many local system integrators and installers, and a large pool of potential French end user enterprises.
During the second quarter we have started to see our intense work paying off as we have been able to sign additional collaborations with, among others, Seriline, Plasticard and Ermes. Lately we also communicated agreements with AXYS, ABC Security Access Systems, ZKTeco Europe. Many of these partners operate and have strong foothold in multiple countries and regions giving us an even wider reach.
Today we have more than 60 distributors and system integration partners throughout North America and European counties we have selected to focus on. It also means we have continued to increase the number of distributed starter packs/ demo kits during the second quarter of the year, so our partners can approach an increased number of end user enterprises.
As we have stated before, we are primarily targeting three verticals. For the Airport, Power Plants and Data Centers we have developed specific value propositions that we are getting good response and traction on. The fourth area we are approaching is more generic in terms of government agencies, major tech companies and multinational enterprises in various sectors and verticals.
Three of our partners in North America are specialized in providing security solutions to data centers. This has so far resulted in that we are engaged in a tender process with a leading internet search company and that we have commenced testing for a top social network and software company. Biometric access cards and our solution have also been adopted by architects and solution providers in future tenders when building new data centers.
On the power plant vertical we have passed product tests and are under evaluation by a major nuclear plant in North America. We also under evaluation by a major energy company in the USA.
Unfortunately, the airport vertical has not yet shown the development we had expected given the positive outcome of the report by National Safe Skies Alliance, Inc. We have two major partners in this vertical that are currently in dialogue with more than 10 airports in the USA. It is our assessment that more time is needed as decision processes in these potential deals take longer time than expected.
In total we together with our partners now have around 55 ongoing unique end user enterprise engagements. Not to say that every enterprise will ever implement biometric access cards for all their employees, but our current 55 engagements have an average of +40.000 employees per engagement, so the potential is huge.
We are obviously disappointed that we and our partners have not been able to enter into material commercial deployments and generate revenue during the first half of this year. At the same time, we are very pleased with the development in building our partner network in the first half year and the response we are getting from our engagements. That said, we are convinced that the work we have been doing will pay off in the near future.
Financial review
Profit and loss Zwipe reported total revenues of NOK 0.6 million during the first half of 2024, lower than the NOK 1.7 million reported in the first half of 2023. Net sales equalled NOK 0.1 million during the first half of 2024, and consisted to 100 percent of Zwipe access, compared to NOK 0.05 million during the first half of 2023.
Total operating expenses totaled NOK 29.4 million in the first half of 2024, down NOK 28.1 million compared to the first half of 2023. Personnel expenses were down to NOK 13.6 million compared to NOK 28.3 million in the first half of 2023, as headcount has decreased in line with the restructuring plans presented in June 2023 as well as in January 2024. Other operating expenses of NOK 14.6 million in the first half of 2024 were also significantly lower when compared to NOK 26.9 million in the first half of 2023, driven mainly by lower development, certification, marketing and travel costs. Depreciation, amortization and impairment amounted to NOK 0.7 million in the first half of 2024 versus NOK 1.0 million during the first half of 2023.
The above resulted in net income for the first half of 2024 of NOK -30.0 million, substantially better than NOK -56.1 million reported in the first half of 2023.
Cash flow During the first half of 2024, cash flow from operations and investments, before financing and facilitation, was NOK -40.9 million from NOK -59.3 million in the first half of 2023, an improvement with NOK 18.4 million.
Cashflow from financing activities equalled NOK 24.1 million and represents the remaining cash outstanding from the fundraising in the fourth quarter of 2023.
Total net cash flow for the first half of 2024, including cash flow from financing and investing activities, was NOK -17.0 million compared to NOK 25.4 million in the first half of 2023, as Zwipe completed a rights issue raising NOK 100.1 million in gross proceeds in the first half of 2023. Investments, liquidity, and financial position On 30 June 2024, cash and cash equivalents were NOK 25.2 million, compared to NOK 76.0 million on 30 June 2023.
As of 30 June 2024, production equipment, machinery, and fixtures were valued at NOK 3.7 million, and made up all long-term assets. Including cash of NOK 25.2 million, inventories of NOK 23.5 million, and receivables of NOK 1.2 million, current assets stood at NOK 49.9 million giving total assets of NOK 53.7 million.
Total equity as of 30 June 2024 amounted to NOK 30.7 million. Liabilities totaled NOK 22.9 million, comprising solely short-term liabilities. Consequently, the equity ratio stood at 57%.
This disclosure contains information that Zwipe AS is obliged to make public pursuant to the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 22-08-2024 08:00 CET.
Zwipe AS will publish its H1 2024 financial report on 22 August 2024 at 08.00 CET. On the same day at 14.00 CET, the company will host a webcast to present the report. After the presentation, the webcast will be opened up for questions from the audience.
Participants will be required to register to listen to the webcast and participate in the Q&A.
Webcast details:
Date: 22 August, 14.00 CET
Format: webcast and Q&A
Language: English
Link:
https://app.webinar.net/DgvB0X80NM3
For more information contact:
OSLO, NORWAY AND MICHIGAN, USA, 5 August 2024 – We are excited to announce a strategic partnership between Zwipe, the global leader in biometric payment and access cards, and AXYS, a specialist in integrating access control, video surveillance, intrusion detection, and other security technology solutions. This collaboration aims to deliver the groundbreaking "biometric smartcard" technology solution to AXYS's global customer base.
AXYS's clientele spans diverse sectors, including data centers, healthcare, pharmaceuticals, aerospace, critical infrastructure, enterprise, and manufacturing. This partnership will enable these clients to incorporate advanced biometric verification into their existing security infrastructure swiftly, securely, and cost-effectively.
Key Features of Zwipe Access
Benefits for AXYS's Customers
"We are delighted to partner with Zwipe, a market leader in biometric technology," said Carlos Hernández, Director of Security Solutions at AXYS. "Our collaboration with Zwipe Access allows our customers to effortlessly integrate biometric authentication into their current infrastructure, enhancing security without the hassle of major system overhauls."
Robert Puskaric, President and CEO of Zwipe said, "The future of secure and convenient access control is available today through Zwipe Access. Our innovative solution offers identity verification, significantly reducing the risks associated with lost or stolen access cards. We are excited to collaborate with AXYS and enable them to deliver genuine multifactor biometric authentication to their valued customers."
This partnership addresses the increasing demand for robust and compliant security solutions across diverse industries. Leveraging Zwipe's advanced biometric technology and AXYS's market reach, customers can now enjoy enhanced security without extensive system overhauls.
Stay tuned for further updates as Zwipe and AXYS continue to innovate and deliver top-tier security solutions to clients worldwide.
About AXYS
AXYS specializes in various OT services, including controls/automation engineering, physical security solutions, OT network/server management, and firewall protection. With a commitment to excellence and long-lasting partnerships, AXYS aims to empower clients across multiple sectors, including data centers, building automation, manufacturing, pharmaceuticals, aerospace, and robotics. "Our key business goal is to provide the best service and produce the best product to our clients," notes Shane M. Ranck, FMP, CTO at AXYS . "We grow with our clients and have that commitment to partner with them to achieve their vision."
To know more, visit www.AXYS.global
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 technology for payment, physical and 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 www.zwipe.com
OSLO, NORWAY and TORONTO, CANADA – 1 August 2024 – Zwipe the market leader in Biometric Smart Card technology for biometric access card technology, has entered into a strategic partnership with ABC Security Access Systems, a prominent integrator specializing in physical security solutions. This collaboration aims to introduce Zwipe's state-of-the-art biometric smart card technology solutions to customers across the Canadian marketplace, focusing on key sectors such as retail, government, commercial and institutional.
Zwipe Access represents a groundbreaking advancement in biometric security by securely storing encrypted fingerprint templates directly within the smart chip of the card during issuance. This capability is tailored to meet the needs of ABC Security Access Systems' clients who seek rapid, secure, and cost-effective integration of biometric verification into their existing access systems.
The functionality of Zwipe Access simplifies authentication processes significantly: users authenticate themselves simply by placing their personalized card near a reader. The card utilizes the reader's RF field to draw power and verify the biometric data stored within its chip. This approach ensures a robust and secure verification process without the need to transmit biometric data to external systems, thereby helping organizations meet stringent data privacy and compliance standards.
Zwipe Access cards also support fast multi-factor authentication, providing convenience without requiring organizations to replace their current access control readers. This feature makes them particularly appealing for entities looking to seamlessly enhance their security protocols.
Overall, the partnership between Zwipe and ABC Security Access Systems aims to expand access to advanced biometric security solutions across diverse sectors in Canada. This collaboration marks a significant advancement in deploying innovative access control technologies, promising enhanced security and operational efficiency for organizations throughout the country.
Puneet Grover, Integrated Systems Manager ABC Security Access Systems said, "Our mission is to provide security technology solutions that definitively verify the identities of individuals entering and moving within our customers' facilities. Zwipe Access stands out as a remarkable addition to our lineup of security technologies for physical access control, offering integrated multifactor authentication through biometrics at a fraction of the cost of alternative methods. We are enthusiastic about introducing this exceptional card solution, which not only strengthens security measures but also addresses contemporary hygiene considerations. With Zwipe Access, interaction is limited to the card owner, unlike shared biometric readers, ensuring a cleaner and safer user experience. We are committed to enhancing security and convenience for our clients with this innovative solution."
Robert Puskaric, President and CEO of Zwipe said, "The future of secure and convenient access control is here with Zwipe Access! Our innovative solution provides swift and hygienic biometric identity verification, effectively addressing concerns related to lost or stolen access cards. This partnership with ABC Security Access Systems represents an exciting opportunity to introduce genuine multifactor biometric authentication to their esteemed customers. Together, we are set to revolutionize access control across diverse industries, guaranteeing robust security and seamless integration. We are enthusiastic about the possibilities ahead and committed to delivering advanced biometric solutions that cater to the evolving needs of modern security environments."
About ABC Security Access Systems
For over 85 years, ABC Security Access Systems’ mission has been to bring peace of mind to our customers by providing total security solutions and outstanding customer service. We strive to maintain and grow our position as a leading security systems integrator, specializing in commercial, industrial, institutional, and government markets in the GTA.
For more information, visit www.abcsecurity.ca
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 technology for payment, physical and 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 www.zwipe.com.
OSLO, NORWAY and MADRID, SPAIN – 24 July 2024 – ZKTeco, a globally recognized leader in access control solutions, is proud to announce a partnership with Zwipe, a leader in biometric technology for cards used in identification, access control, and payment. Together, they aim to deliver cutting-edge, high-security access solutions in Europe.
This collaboration leverages the strengths of both companies to offer advanced, reliable and user-friendly security systems designed to meet the growing demand for high-level security across various sectors.
This partnership integrates the Zwipe Access Biometric Smart Card with the ARMATURA access control system. It is the ideal solution for companies requiring a high security level. This partnership will enable businesses to benefit from a centralized and unified security management solution. “We are pleased to partner with Zwipe, a leading company in this market sector,” says Samuel Muñoz, Integrations Manager at ZKTeco Europe.
ARMATURA, a high security and cybersecurity brand, showcases its expertise in access control security products and solutions in collaboration with ZKTeco.
Robert Puskaric, President and CEO of Zwipe, commented, “We are thrilled to partner with ZKTeco. We look forward to developing and strengthening biometric-enabled access control solutions with ZKTeco. Combined, our technologies will provide enhanced security access control for organizations worldwide.”
About ZKTeco Europe
ZKTeco is a multinational enterprise, specializing in the manufacture and development of advanced CCTV, Time & Attendance, and Access Control technology. With over 30 years of experience in the global market, ZKTeco benefits from a highly qualified team of over 4.100 employees worldwide with its own manufacturing plants that, together with its R&D and engineering departments, ensure complete inhouse production of all aspects of its hardware, firmware, and software. One of the pioneers in multibiometric and RFID technology, ZKTeco’s products are present around the world, with over 180 million users worldwide.
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, 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, please visit http://www.zwipe.com/.
OSLO, NORWAY and BROMMA, SWEDEN, June 18th , 2024 – Focusing on identity and access management, Seriline, a Sweden-based company, has signed a distribution agreement with Zwipe that pioneers next generation biometric cards for payment, physical & logical access control and identification solutions.
Seriline works towards creating confidentiality and integrity management of identities. Speaking on this partnership, Freddie Parrman, CEO of Seriline said, “Developing solutions for tomorrow is essential for us. We are happy to collaborate with Zwipe as biometric access control systems are shaping the future of business security across the globe. With its faultless data gathering, identification, and verification capabilities, biometric access control systems are crucial for providing security to countless industries and sectors worldwide.”
As per this partnership, Seriline has agreed to distribute Zwipe’s biometric access cards in the Nordic Region. When it comes to security, it is important that access control solutions identify the security gaps and address them. Here comes Zwipe Access cards that seamlessly integrate into a standard ID card cutting-edge secured authentication using biometrics.
According to Robert Puskaric, President and CEO of Zwipe, “Ensuring safety and security for ID and access solutions is vital today. We are convinced that our partnership with Seriline will help us offer Zwipe Access cards to the Nordic Region, therefore providing increased security, with convenience and no rework of access control infrastrutures to operations seeking to upgrade their protection. .”
About Seriline
Seriline was founded in 1990 and is a Swedish-owned company with a focus on identity and access management. By combining the latest technology with many years of experience, Seriline offers proprietary software, online solutions, hardware and services that simplify the flow to creating user-friendly processes for confidentiality and integrity management for identities. An identity could for instance be, a person, a chip, a card, or a digital key - all of which require the same secure care, precision and security in their handling.
To learn more, https://www.seriline.com/en
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/
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This 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 13.40 (CET) on 3 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.
OSLO, NORWAY – 3 DECEMBER 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the “Company”) on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders with gross proceeds of up to NOK 39.7 million (the "Rights Issue").
The Board of Directors has received subscription and guarantee commitments from certain existing shareholders and external investors. Thus, the Rights Issue is covered by subscription and guarantee commitments up to at least 41.9 percent, equal to NOK 16.6 million.
Subscription and Guarantee Commitments
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the “Bottom Guarantee Commitments”). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the “Top Guarantor”) has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the “Top Guarantee Commitment”). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment will be provided in the prospectus, to be approved by the Swedish Financial Supervisory Authority on or about 5 December 2024.
Convertible Loan and Use of Proceeds
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”). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor’s commitment under the Bottom Guarantee Commitments.
To accommodate the Top Guarantee Commitment, the use of proceeds outlined in the Company’s announcement on 7 November 2024 has been revised.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the “New Convertible Loan”). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent.
The issuance of the New Convertible Loan is contingent on the approval of a board authorization at the extraordinary general meeting (“EGM”) scheduled for 3 December 2024, or alternatively, the approval at a subsequent EGM that either authorizes the Company’s board of directors to issue the New Convertible Loan or directly resolves to issue the New Convertible Loan. As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the “Arrangement Fee”). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the “Stock Options”). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company’s share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest.
The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company’s general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Changes to item 5 of the EGM notice
The Bottom Guarantee Commitments and Top Guarantee Commitment necessitate changes to resolution 5 proposed for the EGM on 3 December 2024. As these changes do not affect shareholders’ preferential rights under Section 10-4 of the Norwegian Private Limited Liability Companies Act, the Company’s board of directors has determined that these amendments are in the best interests of the Company and its shareholders. An updated proposal for item 5 in the notice for the EGM will be distributed prior to the meeting.
Robert Puskaric, CEO of Zwipe comments:
"We are very grateful for the continued support from existing shareholders and new investors. By securing part of the rights issue, the management team can focus on developing Zwipe further and continuing our sales efforts.”
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,
and 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 3 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 will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
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 announcements published by Zwipe AS (the "Company") on 14 December 2023, regarding the final results of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "2023 Rights Issue"). Reference is further made to the stock exchange announcement made by the Company on 3 January 2024 regarding information about the Warrants.
The 2023 Rights Issue resulted in the issuance of 64,823,988 Warrants, of which 40,889,612 Warrants were allocated to subscribers in the Rights Issue and 13,480,092 Warrants were allocated to the top guarantor in connection with the issuance of a convertible loan, that constituted the top guarantee commitment under the 2023 Rights Issue (the “2023 Convertible Loan”).
Two (2) Warrants entitle to the subscription of one (1) new share in the Company in the period commencing today, 2 December 2024 and ending on 13 December 2024 (the “Exercise Period”).
The subscription price upon exercise of the Warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share. Based on this, the subscription price has been set at NOK 0.11 per new share.
If all Warrants are exercised, the Company could raise an amount of NOK 3,565,319.34. Holders of Warrants may either sell their Warrants or use them to subscribe for shares in the Company, in both cases within the deadlines stated above. If the Warrants are not sold or exercised within the respective deadlines, the Warrants will lapse with no compensation to the holders. For more information pertaining to the Warrants, please see the prospectus prepared in connection with the 2023 Rights Issue, which is available on the Company's website www.zwipe.com and on 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 subject to the disclosure requirements in Section 5-12 of the Norwegian Securities Trading Act 5-12 and 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 23.00 CET, 1 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 2023 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 ("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 ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders amounting to approximately NOK 39.7 million (the "Rights Issue"). Below is the key information with ISIN for the subscription rights included and information on the last day including the right to receive subscription rights. Save for the inclusion of the ISIN and the last day including rights, there has been no changes to the key information relating to the Rights Issue.
Date on which the terms and conditions of the rights issue were announced: 7 November 2024
Last day including rights: 3 December 2024
Date of approval: 3 December 2024
Ex-date: 4 December 2024
Record Date: 5 December 2024
Maximum number of new shares: 397,213,376
Maximum number of new warrants: 397,213,376
Subscription price per share: 0.10 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for four shares and four warrants
Manager and bookrunner: Bergs Securities AB
Settlement agent: DNB Bank ASA
Will the rights be listed: The Company will apply for listing of the rights on Euronext Growth and Nasdaq First Growth Market
ISIN for the rights: NO0013409755
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for four shares and four warrants (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.10, representing a subscription price per share of NOK 0.10 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 3 March 2025 and ending on 14 March 2025. Exercise shall be carried out by written notice, which shall be received by the Company within the abovementioned exercise period. The subscription price upon exercise of the warrants is NOK 0.10.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 122 010 100 new shares will be issued to the part of the shareholder based which trades shares in Norway through Euronext Securities Oslo (VPS) (the "Norwegian Offering"), and a maximum of 275 203 276 new shares will be issued to the part of the shareholder based which trades shares in Sweden through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the relationship between the trade in the two countries as per the end of 7 November 2024, and there will from and including 7 November 2024 temporarily be imposed a block for repositioning of trading in the shares in the Company between the two systems until and including the record date in the Rights Issue.
In the Swedish Offering, the subscription price of NOK 0.10 shall be settled in SEK, and will be fixed at SEK 0.10, based on the European Central Bank's published exchange rate on 7 November 2024. According to the Norwegian Private Limited Liability Companies Act (the "NPLCA") regulations, settlements in a currency other than NOK are considered as an in-kind contribution, and the Board has in this respect prepared a statement in accordance with the NPLCA Section 2 -6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS. The Board's statement with the auditor's confirmation is available at the Company's website: www.zwipe.com.
This information is published in accordance with the requirements of the continuing obligations for issuers listed on Euronext Growth.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and 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 the date and time provided.
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 will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
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 ("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 and SÃO PAULO, BRAZIL – 26 November 2024 – DS4 Innovation, one of Brazil’s leading total solution providers that focuses on access control systems, Industry 4.0, industrial automation and industrial engineering applications, has signed a distribution agreement with Zwipe, a global leader in biometric technology for identification, access control and payment cards. This partnership marks a major milestone in delivering advanced biometric access solutions to the Brazilian market.
Under this agreement, DS4 Innovation will distribute Zwipe’s innovative biometric access cards across Brazil. Zwipe Access provides two-factor authentication through integrated biometrics without the need for a separate fingerprint reader. This card is easy to use and fast to deploy on existing infrastructure, without the need for a biometric database. This is a seamless and secure solution for high security environments.
“Innovation is at the heart of what we do at DS4 Innovation,” said Fábio Martins Fernandes, CEO of DS4 Innovation. “We are happy to partner with Zwipe, a leader in biometric solutions, to offer a state-of-the-art platform that enhances both identity verification and security. This partnership aligns with our commitment to provide Brazilian companies with innovative solutions that meet their needs for advanced security.”
Robert Puskaric, President and CEO of Zwipe, said, “We are excited to collaborate with DS4 Innovation, a company dedicated to connecting everyone's needs. This partnership enhances DS4 Innovation’s portfolio of innovative solutions and provides Brazilian businesses with local player to Zwipe’s pioneering biometric technology. With this collaboration, DS4 Innovation and Zwipe are set to transform access control standards, promoting a safer and more secure environment for organizations across Brazil."
About DS4 Innovation
DS4 Innovation is a company based on consolidated engineering principles and good management practices, without, however, allowing itself to be bound by rigid rules of conduct regarding the possibility of innovation. Whether it is an educational institution, industry or other entities that want to quickly pair their teams' knowledge with the latest on the market and even in research centers, we have the means to connect everyone's needs.
To know more, please visit https://ds4innovation.com.br/
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 and CORPS, FRANCE – 21 November 2024 – OSE, one of France’s well known PCB assembly services provider, has chosen Zwipe to deploy Zwipe Access biometric access cards across their operations. This collaboration marks a significant milestone in delivering enhanced security to high-security environments.
OSE, headquartered in Corps, France, is known for its expertise in electronic board prototyping, testing, and lean manufacturing practices that emphasize quality and reliability. With a strong focus on innovative and flexible solutions, OSE has consistently positioned itself as a leader in the industry.
Caroline Guerin, OSE General Manager, commented on the partnership, saying, “Our commitment to protect our customers’ intellectual property aligns perfectly with Zwipe’s advanced biometric technology. The deployment of Zwipe Access cards on our premises allows us to provide a solution that ensures seamless integration and robust security for high-security environments.”
Zwipe Access cards offer a high level of security by conducting all fingerprint capture, extraction, and matching directly on the card. This ensures that sensitive biometric data never leaves the card, thereby providing optimal data privacy and security for users.
According to Robert Puskaric, President and CEO of Zwipe, “Innovation in security is paramount, especially in today’s fast-evolving landscape. With OSE as our partner, we are proud to support the deployment of Zwipe Access cards in France, reinforcing our commitment to delivering an additional layer of security in critical environments.”
About OSE
The company OSE, located in Corps en Isère (France), specializes in electronic boards from prototypes, pre-series and series industrializations to end and finished product. Its corporate culture promotes the development of the know-how of its employees in order to achieve a common objective: customer satisfaction. Our company has more than 130 employees, it is located in a 3000 m² building and controls all manufacturing processes (from the simplest to the most complex
To know more, visit www.ose.fr
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 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, visit www.zwipe.com
OSLO, NORWAY – 19 NOVEMBER 2024 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") earlier on 7 November 2024, regarding a contemplated rights issue in the Company, raising gross proceeds of approximately NOK 40 million (the "Rights Issue"). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 3 December 2024 at 10:00 (CET). The general meeting will be held as a virtual meeting on Microsoft Teams.
Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.
The deadline for registration of attendance, proxies and advance voting for direct shareholders is 2 December 2024 at 16:00 hours (CET). Holders of nominee registered shares must register attendance, proxies and advance voting no later than within 29 November 2024 at 16:00 hours (CET). Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings.
Alternatively, the attached notice of attendance and proxy forms may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
Shareholders who have not registered participation digitally, must also send an e-mail to ir@zwipe.com and will, thereafter, receive a link to the Teams meeting for the General Meeting.
The Board has proposed the following agenda:
1. Opening of the general meeting (non-voting)
2. Registration of attending shareholders and proxies (non-voting)
3. Election of Chair of the meeting and one person to co-sign the minutes.
4. Approval of the notice and the agenda
5. Rights issue
6. Board authorization to issue convertible loan
7. Issue of Warrants
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 – 7 NOVEMBER 2024 - The board of directors (the "Board") of Zwipe AS ("Zwipe" or the "Company") has today, on 7 November 2024, resolved to propose that the Company carries out a new issue of units, consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 39.7 million (the "Rights Issue"). The Rights Issue requires approval by the extraordinary general meeting of the Company expected to be held on 3 December 2024 (the "EGM") to be implemented. The notice of the EGM will be published in a separate press release.
Background and reason for the Rights Issue
Zwipe is a Norwegian biometric authentication technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control.
Since the beginning of 2024, Zwipe has focused exclusively on Zwipe Access and continues to make considerable progress building their network of sales partners and establishing Zwipe as one of the leading solutions for biometric access control. Several major enterprises are currently evaluating Zwipes access control cards for potential deployment to enhance general security in their facilities and offices.
The Rights Issue is carried out in order to strengthen the Company's financial
position and to accelerate the commercialization of Zwipe’s biometric cards within access control. Zwipe has made substantial progress within the access control market, which the Company anticipates will translate to meaningful commercial traction and revenue in the coming quarters. With the company operating in a very cost-efficient manner, proceeds from the rights issue alongside available cash and possible additional cost saving measures are expected to support the Company throughout 2025 and in its transition to a phase of sustainable, long-term commercial success.
Key terms of the Rights Issue
The Board has today resolved to propose that the EGM resolves on the Rights Issue of 99,303,344 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for four (4) units ("Unit"). Each Unit consists of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T02 (the "Warrants") for a subscription price of NOK 0.10 per Unit. One Warrant give the right to subscribe for one ordinary share in the Company during the period beginning on 3 March 2025 and ending on 14 March 2025. The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 39.7 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in March 2025.
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 5 December 2024 (the "Record Date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the Record Date. One (1) Subscription Right is required to subscribe for four (4) Units. Each Unit consists of one (1) new share and one (1) Warrant.
Subscription of Units with or without preferential rights shall take place during the period beginning on 6 December 2024 and ending on 20 December 2024. Subscription Rights that are not exercised during the subscription period become invalid and lose their value. Trading in Subscription Rights takes place on Nasdaq First North Growth Market and Euronext Growth Oslo during the period beginning on 6 December 2024 and ending on 16 December 2024.
Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the day of the EGM (as registered in the Company's shareholder register in VPS two trading days thereafter (the "EGM Record Date")), and who are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of the EGM Record Date (the "Existing Shareholding"), and will receive Subscription Rights proportionate to their Existing Shareholding. The Company expects to apply for admission to trading of the Subscription Rights on Euronext Growth Oslo and Nasdaq First North Growth Market Stockholm.
Units will be allocated in the Rights Issue in accordance with the following criteria:
a) Allocation of Units shall be made according to granted or acquired transferable subscription rights which have been validly exercised during the subscription period.
b) Units not allocated pursuant to a) above, will be allocated to subscribers who have exercised their transferable subscription rights and oversubscribed. These subscribers will be allocated additional Units based on the amount of transferable subscription rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by drawing lots.
One (1) Warrant entitles, during the period beginning on 3 March 2025 and ending on 14 March 2025, to subscription of one (1) new share in Zwipe at an exercise price of NOK 0.10.
There will from and including 7 November 2024 temporarily be imposed a block for repositioning of trading in the shares in the Company between Euronext Securities Oslo (VPS) and Euroclear Sweden AB until and including the Record Date. Full terms and conditions for the Rights Issue as well as other information about the Company will be described in the EU Growth Prospectus, which is expected to be published on or around 5 December 2024.
Robert Puskaric, CEO of Zwipe comments:
"Zwipe continues to see strong interest in bringing biometric access control cards to market globally. We feel confident that a number of the engagements and opportunities our partners are working with us on will result in commercial and operational deployments in a very short timeframe. The proceeds from the Rights Issue will give us more financial flexibility and enable us to execute on our commercial objectives for Zwipe Access. We are operating in an efficient and agile manner and proceeds from the Rights Issue should support us in achieving significant commercial traction and positioning the company for sustainable, profitable growth."
Change in share capital, number of shares and dilution
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 39,721,337.60, from NOK 9,930,334.40 to NOK 49,651,672.00, through the issuance of a maximum of 397,213,376 shares. The number of shares increases from 99,303,344 to a maximum of 496,516,720 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 80.0 percent in the case of full subscription.
In the event that all outstanding Warrants issued in the Rights Issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by an additional 397,213,376 to a total of 893,730,096 shares and the share capital will increase by NOK 39,721,337.60 to a total of NOK 893,730,009.6.
Extraordinary general meeting
The Rights Issue requires the approval by the EGM expected to be held on [3 December] 2024 to be implemented. The notice of the EGM will be published in a separate press release.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,
and 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 the date and time provided.
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 will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
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 ("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, and WETZIKON, SWITZERLAND – 14th October 2024 – As part of the official launch of LEGIC neon on card Zwipe and LEGIC Identsystems are excited to announce the introduction of biometric cardholder verification on Zwipe Access for LEGIC-based access control systems. This enhancement, now available commercially, integrates Zwipe’s industry-leading biometric technology into the latest version of LEGIC’s neon application.
With LEGIC neon on card, organizations can now deploy smartcard-based access solutions that incorporate fingerprint authentication. This new feature ensures that Zwipe Access releases credentials only after successful on-card fingerprint verification, adding an extra layer of security while maintaining a seamless experience for users.
For end users, the process is simple and secure: by placing a finger on the card’s built-in sensor, the cardholder can easily unlock the credentials needed to gain access via an NFC reader. This eliminates the need for PINs or passwords, streamlining access control without compromising safety.
"We are delighted to bring multi-factor authentication to LEGIC neon-based cards," said Christoph Beckenbauer, General Manager at LEGIC Identsystems. “This product seamlessly extends biometric verification to smartcards, which was previously only available with LEGIC neon for smartphones.”
"LEGIC neon is a uniquely secure and flexible technology." Robert Puskaric, President and CEO of Zwipe, added, "We are proud that LEGIC has chosen to partner with us, leveraging our Zwipe Access platform to enhance the security of their application."
For over 30 years, Swiss-based LEGIC Identsystems has enabled companies from around the world to deploy solutions with demanding security requirements. Based on key management, trusted services and secure, contactless semiconductors, the LEGIC Security Platform provides end-to-end security for smartphone- and smartcard-based access, mobility, shared resource and industrial IoT applications.
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 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.
For more information, visit: www.zwipe.com
