Gigasun resolves on rights issue of approximately SEK 102 million and conditional set-off issue to holders of the SOLT4 bond

The Rights Issue
Shareholders who are registered as shareholders in Gigasun in the share register maintained by Euroclear Sweden AB on the record date, 15 September 2026, will receive ten (10) subscription rights for each existing share held. Seven (7) subscription rights entitle the holder to subscribe for one (1) new share at a subscription price of SEK 1.25 per share. The subscription period runs from and including 17 September 2026 up to and including 1 October 2026.

Upon full subscription, the issue proceeds will amount to approximately SEK 102 million, of which approximately SEK 57 million will be paid by way of set-off against existing claims and approximately SEK 45 million in cash, before deduction of issue costs. The issue proceeds are intended to be used to strengthen the Company’s financial position and support the continued operation and expansion of its commercial and industrial (C&I) solar energy business in China. Trading in subscription rights will take place during the period 17–28 September 2026, and trading in paid subscribed shares (BTA) will take place from 17 September 2026 until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to occur on or about 16 October 2026.

Subscription commitments
The Company’s principal shareholders, ASP and Soltech, have entered into binding commitments to subscribe for shares in the Rights Issue, amounting to a total of approximately SEK 57 million. Payment for the shares subscribed for by ASP and Soltech will be made by way of set-off against existing claims on Gigasun and will therefore not result in any cash contribution to the Company. The Board of Directors and management of Gigasun have entered into binding commitments to subscribe for shares for a total of approximately SEK 1 million in cash. All subscriptions will be made at the same subscription price as for other shareholders, with no difference in pricing between shareholder categories. ASP’s subscription commitment is binding, but registration of the shares subscribed for by ASP is subject to the required approval from China’s SAFE. The subscription commitments from Soltech and the Board of Directors and management are not subject to any such approval.

Theoretical ex-rights price (TERP)
Based on a share price of SEK 1.85 per share in Gigasun, excluding commission, at the close of Nasdaq First North Growth Market on 7 September 2026, the theoretical ex-rights price (TERP) amounts to approximately SEK 1.50 per share. The calculation is based on the current number of shares in the Company of 57,197,225 and assumes that the Rights Issue is fully subscribed and that no other changes occur in the number of outstanding shares until the Rights Issue has been registered. It should be noted that the actual share price following the separation of subscription rights may differ from this theoretical value.

If fully subscribed, the Rights Issue will result in a dilution of approximately 58.8% of the total number of shares and votes in the Company for shareholders who choose not to participate in the Rights Issue. Shareholders who choose not to participate in the Rights Issue may fully or partially compensate themselves financially for the dilution by selling their subscription rights.

Set-off Issue to bondholders
In parallel with the Rights Issue, holders of the Company’s SOLT4 bond, with an outstanding amount of approximately SEK 70 million, are offered the opportunity to convert their claims into newly issued shares in Gigasun at the same subscription price as in the Rights Issue, i.e. SEK 1.25 per share. The subscription period for the Set-off Issue runs from and including 17 September 2026 up to and including 12 October 2026, and the outcome is expected to be announced on or about 15 October 2026.

The reason for the deviation from the shareholders’ preferential rights is that the Set-off Issue is directed to holders of SOLT4 in order to provide them with the opportunity to set off their claims in respect of the nominal bond amount against newly issued shares in the Company. The Board of Directors considers the Set-off Issue to be beneficial to the Company and its shareholders, as it enables a reduction in the Company’s indebtedness and future interest expenses and strengthens the Company’s financial position.

The subscription price in the Set-off Issue has been set at the same subscription price as in the Rights Issue, SEK 1.25 per share. The subscription price in the Rights Issue has been determined by the Board of Directors in consultation with the Company’s financial advisers, taking into account, among other things, the Company’s share price, prevailing market conditions and the customary discount in rights issues. Against this background, the Board of Directors considers the subscription price in the Set-off Issue to be on market terms.

The Set-off Issue provides an opportunity to fully settle the SOLT4 bond. The bond has been considered costly and a source of financial uncertainty for the Company, and its settlement would therefore result in a significant strengthening of Gigasun’s balance sheet.

Extraordinary General Meeting
The Set-off Issue is conditional upon approval by an Extraordinary General Meeting, which is planned to be held on 6 October 2026. Notice of the General Meeting will be published separately.

Max Metelius, CEO, Gigasun AB (publ):

“This transaction creates immediate value. By both strengthening equity and settling the SOLT4 bond, we streamline the balance sheet, remove a significant source of uncertainty and substantially reduce interest expenses, thereby strengthening earnings. The fact that our principal shareholders, Board of Directors and management are subscribing demonstrates our confidence in Gigasun’s continued development.”

The Rights Issue in brief

Set-off Issue (SOLT4) in brief

Advisors
Aqurat Fondkommission AB is acting as issuing agent in connection with the Rights Issue and the Set-off Issue.