The Investment
The Board of Directors has today, based on the authorization by the extraordinary general meeting on November 4th 2024, resolved to conduct a directed issue of new shares, amounting to SEK 10.8 million. The new shares will be offered at the average market price over the last 10 trading days, corresponding to SEK 0.0080 per share, with approximately 1,350,000,000 shares to be issued. This directed issue is being executed without the issuance of any warrants.

The investment provides funding until H2 2026, when the Company expects to reach cash flow positivity, primarily through income from license agreements with established partners in the global Assisted Reproductive Technology (ART) market.

Investors, shares and amounts (SEK):

Two of the investors among the seven Nordic and German institutional investors and family offices are existing shareholders with holdings of 25.000.000 and 21.279.220 shares, respectively.

Spermosens has made the assessment that the Company conducts activities worthy of protection according to the Act (2023:560) on the review of foreign direct investments, why certain investments in the Company must be notified to the ISP. Through the Directed Issues, one investor will exceed the thresholds of 10 percent and be subject to notification. For this investor, the part of investment that exceeds threshold will be subject to a standstill until the notification procedure is closed without objection.

The investor consortium is led by Mount Nebo Capital, a U.S.-based investment firm specializing in high-growth opportunities in the life sciences, healthcare and technology sectors. Most recently, the firm was a lead investor in Carbon6, a technology platform for e-commerce sellers, which successfully exited in a USD 210 million transaction just two months ago. This underscores Mount Nebo’s ability to identify and drive high-value growth opportunities.  Alongside Mount Nebo Capital, UNITY INNOVATION ALLIANCE (UIA), a strategic innovation and investment network based in Germany, has also joined the consortium. Additionally, seven institutional investors and family offices from the Nordic region and Germany are part of the consortium, further strengthening the syndicate's strategic and financial backing.

In connection with the investment, UIA will be engaged as strategic and operational advisors to assist with product development, certification and go-to-market strategy. With over 30 years of experience, UIA brings extensive expertise in product development within regulatory environments, commercialization and leverages deep industry networks across Europe. The investment not only secures Spermosens’ financial stability but also accelerates the development and commercialization of JUNO-Checked. As part of the plan, the Company will further optimize the technology to meet commercial requirements, conduct technical validation and analytical performance testing to fulfil regulatory requirements for market entry. The technology advancements, combined with ongoing clinical validation, will strengthen the Company’s position in discussions with potential commercial partners, ensuring that JUNO-Checked is well-positioned for adoption in the fertility diagnostics market.

Tore Duvold, CEO of Spermosens, comments: "I am very pleased to welcome our new investors and to secure this important financing for Spermosens. This investment provides the financial stability needed to execute and accelerate our strategy with full focus on achieving cash-positive operations in 2026. It is a strong vote of confidence in our technology, business model and the significant market potential. I am equally pleased to have the strategic and operational support of UIA, whose proven expertise in product development, certification and commercialization will be instrumental in bringing JUNO-Checked to market. With this backing, we are in a strong position to drive the company forward, secure key partnerships and create value for patients, partners and shareholders. Furthermore, I very much welcome the strong backing of seven institutional investors and family offices from the Nordic region and Germany”

Tom Walsh, Managing Director of Mount Nebo Capital, comments: "We are highly impressed by Spermosens' innovative approach to fertility diagnostics. JUNO-Checked has the potential to revolutionize how male infertility is assessed, addressing a critical gap in the market with a scientifically validated and much-needed solution.Spermosens is uniquely positioned to become a market leader in fertility diagnostics. With its cutting-edge technology, strong strategic vision, and the support of experienced investors, we believe the company has the potential to set new industry standards and create significant long-term value.“

Rationale and Use of Proceeds
Spermosens addresses a critical gap in effective diagnostic tools for assessing sperm quality, with the goal of personalizing fertility treatments and improving success rates. The Company's second-generation patented product, JUNO-Checked, has been developed with improved performance and faster readout times, making it ready for the ongoing clinical study at RMC in Malmö. The positive interim results from this study reinforce JUNO-Checked’s role as a promising solution for IVF clinics and sperm banks.

Spermosens is prioritizing strategic partnerships and licensing opportunities for JUNO-Checked to maximize its commercial impact. The Company aims to achieve positive cash flow in the second half of 2026 and sees significant long-term potential in positioning JUNO-Checked as a leading product in global fertility diagnostics.

The gross proceeds of SEK 10.8 million combined with available liquid funds will be used for:

• Ongoing clinical study
• Technology optimization
• Technical validation, analytical performance testing, quality documentation and certification
• Business development, partnerships and license agreements
• Administrative costs

The Company’s existing warrants in the TO5 and TO6 series are not included in the estimated capital need but could provide additional funding. If exercised, these warrants would further strengthen the Company’s financial position and support an accelerated execution of its strategic plans.

The reasons for deviating from the shareholders' pre-emptive rights are as follows. The Board has carefully examined and considered alternative financing options, including the possibility of raising capital through a rights issue. However, after a comprehensive assessment and careful consideration, the Board believes that issuances carried out with a deviation from the shareholders' pre-emptive rights represent a more advantageous alternative for the company and its shareholders than a rights issue. Furthermore, the Board considers that, objectively speaking, it is in the best interest of both the company and its shareholders to proceed with a directed share issue.

Advisors

Scalania AG has acted as transactions advisor, and Bergs Securities AB has been appointed as issuing agent, in connection with the Directed Issues. Fram Advokatbyrå is legal advisor to Spermosens.

About Spermosens AB
Spermosens AB is a pioneering biotechnology company dedicated to advancing fertility treatments through innovative diagnostic solutions. Based in Sweden, Spermosens specializes in developing cutting-edge technologies that improve fertility outcomes and simplify the treatment process for individuals and couples facing infertility challenges. The proprietary JUNO-Checked product aims to enhance the precision and effectiveness of fertility diagnostics, ultimately helping more people achieve their dream of parenthood. Committed to scientific excellence and patient care, Spermosens collaborates with leading research institutions and commercial partners to bring transformative solutions to the market. The company's shares are listed on the Spotlight Stock Market. The shares have ISIN code SE0015346424 and are traded under the short name SPERM. For more information, see www.spermosens.com

About Mount Nebo Capital
Mount Nebo Capital is a U.S.-based investment firm focused on high-growth opportunities in the life sciences, healthcare, and technology sectors. With a proven track record of strategic investments, Mount Nebo Capital supports its portfolio companies through financial backing and industry expertise. Most recently, the firm was a lead investor in Carbon6, a technology platform for e-commerce sellers, which successfully exited in a USD 210 million transaction just two months ago. This underscores Mount Nebo’s ability to identify and drive high-value growth opportunities.  For further information, visit https://www.mountnebo.io/

About UNITY INNOVATION ALLIANCE
UNITY Innovation Alliance (UIA) is a privately owned strategic innovation and investment network based in Germany, bringing together over 800 professionals and generating revenues exceeding €100 million. With more than 30 years of experience, UIA specializes in digital transformation, supporting businesses in optimizing and scaling their models, products, and services through cutting-edge technology and AI-driven solutions. As a strategic investor, UIA plays a key role in guiding companies through complex regulatory landscapes, and accelerating product development and commercialization. Its extensive industry network across Europe enables it to drive innovation, ensuring that businesses remain competitive in rapidly evolving markets. By providing end-to-end support, from conceptualization to implementation, UIA helps companies unlock new growth opportunities. For further information, visit https://www.unity-innovation-alliance.com/en/

About Scalania AG
Scalania AG is a corporate finance boutique providing comprehensive services in financing strategy development, fundraising support, and M&A advisory, guiding companies from early-stage growth to successful public listings. With deep expertise in both the German (DACH) and Nordic markets, Scalania serves as a strategic partner for businesses entering the DACH region, offering tailored market entry and funding strategies. Its team combines extensive experience in finance and technology, ensuring clients receive expert guidance throughout their growth journey. For more information, visit www.scalania.de

This disclosure contains information that Spermosens is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 04-03-2025 13:33 CET.