AcouSort AB enters into strategic OEM supply agreement with Calyrex Biosystems Inc. and Marketing agreement with Intelmetis Inc. combined with a SEK 15m convertible note financing

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The Directed Issue in summary

• The Board of Directors has resolved, subject to approval by the EGM, to issue Convertibles in an aggregate nominal amount of SEK 15 million (the ”Principal Amount”), directed to Calyrex.
• The Convertibles carry interest at a rate of 5 per cent per annum, capitalised and added to the outstanding Principal Amount, and have a maturity of 30 months from the Payment Date, which may be extended by Calyrex for a further period of up to 30 months (60 months in total from the Payment Date) on the terms set out in the terms and conditions for the Convertibles.
• The Convertibles convert into new shares in AcouSort in full on a single occasion (not in tranches), automatically upon the earlier of (i) completion of a qualifying equity financing of at least SEK 50 million prior to maturity, at a conversion price corresponding to 80 per cent of the subscription price in that financing (a 20 per cent discount), or (ii) the maturity date (or, if the term is extended, the extended maturity date or an earlier demand by Calyrex during the extension period), at a conversion price corresponding to 80 per cent of the VWAP of the Company’s shares over the 60 trading days immediately preceding the relevant conversion date. In each case, the conversion price is subject to the Price Floor amounting to SEK 3.04, corresponding to the VWAP of the Company’s shares over the 60 trading days ending on 29 September 2026 and the Price Cap of SEK 10.00 per share.
• The Convertibles may not be redeemed prior to the maturity date (or, if extended, the extended maturity date).
• The Directed Issue is made in order to strengthen the Company’s working capital and to support the Company’s operations and forms an integral part of the broader commercial transaction with Calyrex and Intelmetis, including the OEM Supply Agreement and the Marketing Consulting Agreement, which are expected to strengthen AcouSort’s international commercial position.
• The Board of Directors has resolved to convene an EGM to approve the Directed Issue. The EGM is planned to be held on 22 October 2026. More information about the EGM will be provided in a notice that will be published in a separate press release.
• Shareholders representing 29.1 per cent of the shares and votes in AcouSort have undertaken or expressed their intention to vote in favour of the resolutions at the EGM.
• The Directed Issue is expected to be carried out on or around 27 October 2026, following approval by the EGM.

Background
AcouSort, Calyrex and Intelmetis have agreed on a broader commercial transaction, pursuant to which the Company and Calyrex have entered the OEM Supply Agreement, and the Company and Intelmetis have entered the Marketing Consulting Agreement, alongside the issuance of the Convertibles to Calyrex. The transaction is intended to strengthen AcouSort’s commercial position and support the continued development and commercialisation of the Company’s technology.

“This multi-faceted agreement with Calyrex and Intelmetis is a very important milestone for AcouSort. First and foremost, it will strengthen our finances. The directed issue also provides us with a new well-funded owner and strategic investor. The OEM agreement adds another important player to our expanding customer list, whereas the marketing consultancy agreement is expected to bring further clients to us in the US and later also in China,” said Dr. Torsten Freltoft, CEO of AcouSort.

“I have always believed in investing in foundational technologies with strong technical moats and the potential to enable entire industries, particularly in deep tech and hardware. AcouSort’s acoustofluidic platform represents exactly that kind of enabling technology, with significant potential across lab automation, cell therapy and diagnostics as the life sciences sector enters a new phase of rapid growth. Through Calyrex, we look forward not only to supporting AcouSort’s long-term development, but also to building advanced applications around its technology and helping bring acoustofluidics into a broader range of next-generation life science systems,” said Shejun Chen (Daniel Chan), Key investor and CEO of Calyrex.

“Acoustofluidic sample preparation has the potential to strengthen US capabilities in cell therapy, diagnostics and laboratory automation, and I look forward to leading Intelmetis’s efforts to bring AcouSort’s technology to American life science companies and OEM partners. Our goal is to accelerate the translation of this innovation into scalable, US-deployed solutions that benefit researchers, manufacturers and, ultimately, patients,” said Kenbo Cai, Growth and Promotions Director of Intelmetis.

Rationale for the Directed Issue
The Directed Issue is made to strengthen the Company’s working capital and to support the Company’s continued operations. The Board of Directors considers that the issuance of the Convertibles to Calyrex, taken together with the OEM Supply Agreement and the Marketing Consulting Agreement, represents an integrated commercial and financing arrangement that is in the best interest of the Company and its shareholders.

The Company’s Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue, but has concluded that a rights issue compared to the Directed Issue (i) would take significantly longer to implement and thus entail a risk to the execution of the broader transaction with Calyrex and an increased general market risk exposure, (ii) would not enable the Company to secure Calyrex’s participation as a strategic commercial partner under the OEM Supply Agreement or Intelmetis under the Marketing Consulting Agreement, and (iii) would likely need to be made at a lower subscription price given the discount levels for rights issues carried out in the market recently. Furthermore, the Directed Issue forms an integrated part of the broader commercial transaction with Calyrex/Intelmetis and could not practically be replicated through a rights issue open to all shareholders and, unlike a rights issue, the Directed Issue is expected to broaden the shareholder base and provide the Company with a new well-funded owner and strategic investor. In view of the above, the Board of Directors has made the assessment that the Directed Issue with deviation from the shareholders’ preferential rights is the most favourable alternative for AcouSort and is in the best interest of all shareholders. The Board of Directors therefore makes the assessment that the above stated reasons for deviating from the shareholders’ preferential rights outweigh the main rule that cash issues shall be carried out with preferential rights for the shareholders.

The conversion price for the Convertibles and the other terms and conditions have been determined through negotiations with Calyrex at arm’s length, in consultation with advisors and through analysis of several market factors, and are deemed by the Board of Directors to be in line with market conditions based on prevailing conditions on the capital market.

Terms of the Convertibles
The Convertibles have an aggregate Principal Amount of SEK 15 million and carry interest at a rate of 5 per cent per annum. The interest is capitalised and added to the outstanding Principal Amount on each anniversary of the Payment Date, resulting in compound interest on the accumulated amount. The Payment Date will be no later than 27 October 2026. If the Principal Amount and accrued interest are not repaid or converted on the maturity date, default interest accrues at a rate of 5 percentage points above the ordinary interest rate.

The Convertibles mature 30 months after the Payment Date (the ”Maturity Date”), subject to Calyrex’s right to extend the term by up to a further 30 months (the ”Extended Maturity Date”). The Convertibles may not be redeemed prior to the Maturity Date (or Extended Maturity Date).

The outstanding Principal Amount (together with accrued interest) converts in full on a single occasion (not in tranches) into new ordinary shares in AcouSort (”Conversion”) in each of the scenarios described below.

(i) Conversion upon a Next Financing
If, prior to the Maturity Date, AcouSort completes a qualifying equity financing of not less than SEK 50 million in new ordinary shares, excluding participation by Calyrex or its affiliates (a ”Next Financing”), the full outstanding Principal Amount and accrued but unpaid interest convert automatically into new shares at a conversion price equal to 80 per cent of the subscription price per share in the Next Financing (a 20 per cent discount). Calyrex also has the right to participate in a Next Financing, subject to a cap ensuring that Calyrex's ownership is not diluted by the Next Financing.

(ii) Conversion at the Maturity Date (if no Next Financing has occurred).
If no Next Financing has occurred prior to the Maturity Date, and Calyrex has not exercised its right to extend the term, the full outstanding Principal Amount together with accrued but unpaid interest converts automatically into new shares on the Maturity Date. The conversion price is set at 80 per cent of the VWAP of the Company’s shares over the 60 trading days immediately preceding the Maturity Date.

(iii) Conversion during an extension period
If Calyrex has exercised its right to extend the term, conversion during the extension period takes place either (a) automatically, on the same basis as described under (i) above, or (b) following a written demand by Calyrex at any time during the extension period, requiring conversion of the outstanding Principal Amount together with accrued but unpaid interest. In the case of (b), the conversion price is set at 80 per cent of the VWAP of the Company’s shares over the 60 trading days immediately preceding the date of conversion. If no conversion has occurred by the Extended Maturity Date, the outstanding Principal Amount together with accrued but unpaid interest convert automatically, on the same basis as described under (ii) above.

(iv) Accelerated conversion upon default or specified corporate events
If an event of default occurs, Calyrex may declare the outstanding Principal Amount and accrued interest immediately due and payable, and may elect either cash repayment or, subject to applicable law and required corporate approvals, accelerated conversion at a conversion price equal to a discount of the 60 trading-day VWAP immediately prior to conversion, subject to the Price Floor and the Price Cap. Separately, the terms and conditions provide for conversion rights and, in certain cases, a right for Calyrex to demand immediate repayment, in connection with certain specified corporate events.

In each of the scenarios described above, the resulting conversion price may never be lower than the pre-agreed Price Floor of SEK 3.04 per share. The conversion price shall be recalculated in the event of a split, consolidation, issues, etc. in accordance with customary recalculation terms.

Other material Convertible terms
If AcouSort issues other convertible securities on terms materially more favourable than those of the Convertibles, Calyrex may require that the Convertible terms be amended or that supplemental convertible notes be issued to Calyrex on equivalent terms. This right does not apply where the relevant instruments were issued under an incentive programme or with pre-emption rights for existing shareholders.

If AcouSort issues any class of shares other than ordinary shares, Calyrex is entitled to convert the Convertibles (or any shares issued upon conversion) into such new class of shares.

While the Convertibles remain outstanding, AcouSort may not incur new financial indebtedness exceeding SEK 30 million in aggregate (including the Principal Amount) without Calyrex's prior written consent. Customary exceptions apply for ordinary course trade payables, credit arrangements etc.

AcouSort is subject to the Swedish Screening of Foreign Direct Investments Act (the “FDI Act”). To the extent that any Conversion of the Convertibles and/or accrued interest would result in Calyrex’s aggregate voting rights in the Company reaching or exceeding a threshold requiring notification or approval under the FDI Act, Conversion shall first be carried out up to (but not exceeding) the relevant threshold, awaiting the FDI clearance. If FDI clearance is not obtained within an agreed period following the filing, the outstanding amount together with accrued interest shall be repaid by the Company in cash.

The OEM Supply Agreement
AcouSort has also signed an OEM agreement with Calyrex where AcouSort will supply Calyrex with the AcouWash separation/washing modules or other products for its future cell processing systems aimed at the cell therapy market.

The overall objective is to expand market applications and adoption for AcouSort acoustofluidic technologies and establish acoustofluidic technologies (as well as the associated complimentary and supporting technologies) as a global standard for cell processing.

Future income from Calyrex for products or services provided will be based on standard arm’s length commercial terms.

The Marketing Consulting Agreement
Additionally, AcouSort has signed a marketing consultancy agreement with the Calyrex affiliated marketing consultancy Intelmetis. Under the agreement, Intelmetis will identify and engage with life science instrumentation targets in the US and refer these to AcouSort for OEM partnerships.

Intelmetis undertakes to develop introductions to AcouSort for component sales or technical product development with partners where AcouSort can supply OEM products and applications. The parties will also explore a collaboration in China for penetration of AcouSort products and technology in the Chinese market.

Remuneration of Intelmetis for its marketing consulting services is purely success fee based and related to AcouSort’s future revenues generated from the collaboration.

Extraordinary General Meeting
An EGM in AcouSort is planned to be held on 22 October 2026 to approve the Directed Issue. More information about the EGM will be provided in a notice which will be published through a separate press release.

Shareholders representing 29.1 per cent of the shares and votes in AcouSort have undertaken or expressed their intention to vote in favour of the resolutions at the EGM.

Shares and share capital
Assuming full conversion of the Convertibles and accrued interest at the Extended Maturity Date at a conversion price corresponding to the Price Floor of SEK 3.04 per share, the number of shares in AcouSort would increase by 6,302,631 shares, from 21,163,902 shares to 27,466,533 shares and the share capital would increase by SEK 630,263.10, from SEK 2,116,390.20 to SEK 2,746,653.30, corresponding to a maximum dilution effect of approximately 22.9 per cent. However, the actual number of shares to be issued upon conversion, and the resulting dilution, will depend on the conversion price applicable at the relevant time, which cannot be determined in advance. In all cases, the Price Floor ensures that the total number of new shares issued upon conversion of the Convertibles and accrued interest cannot exceed 6,302,631 shares.

Advisors
Fredersen Advokatbyrå is legal advisor and Redeye Corporate Finance AB is financial advisor to AcouSort in connection with the Directed Issue.

Important information
The publication, announcement 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 published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in AcouSort in any jurisdiction, neither from AcouSort nor from anyone else.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared by the Company and published on the Company’s website in connection with the Directed Issue.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information contained in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this guidance may constitute a breach of applicable securities laws.

In the United Kingdom, this document and other materials relating to the securities referred to herein are only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, ”qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of ”investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ”Order”); or (ii) ”high net worth entities” as referred to in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ”relevant persons”). An investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this announcement and should not act or rely on it.

The Company considers that it is engaged in protection-worthy activities under the Screening of Foreign Direct Investments Act (2023:560) (the “FDI Act”). In accordance with the FDI Act, the Company must inform prospective investors that the Company’s activities may fall within the scope of the regulation and that the investment may be notifiable. If an investment is notifiable, it must be notified to the Swedish Inspectorate for Strategic Products (ISP) prior to its implementation. An investment may be notifiable if, after the investment is implemented, the investor, any member of its ownership structure or any person on whose behalf the investor is acting, holds voting rights equal to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company. An administrative sanction charge may be imposed on the investor if a notifiable investment is made before the ISP has either (i) decided to leave the notification without action or (ii) approved the investment.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs or expectations regarding the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as ”believes”, ”expects”, ”anticipates”, ”intends”, ”estimates”, ”will”, ”may”, ”assumes”, ”should”, ”could” and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or securities regulations.