“We are excited to see Magnasense shareholders support Subgen AI’s plan to take its place on Nasdaq First North in Sweden. This is a major step for the Subgen AI team and a key step in our profitable growth journey. The adoption of AI is gaining speed, and our company’s ambition to be a European leader in sovereign AI is more important than ever. We are eager to have so many new shareholders join us and support our ambitious strategy from our new home in Sweden,” said Lorenzo Serratosa, CEO of Subgen AI.

Completion of the reverse takeover
On 22 July 2025, Magnasense entered into a conditional agreement regarding a reverse takeover of Subgen AI (the “Transaction”). Through the Transaction, under which Subgen AI becomes a wholly owned subsidiary of the Company and Magnasense’s previous operations are spun off, the Company’s business will consist entirely of Subgen AI’s operations, including those of its subsidiaries.

The completion of the Transaction was, among other things, conditional upon resolutions at an extraordinary general meeting in the Company. The extraordinary general meeting, held on 5 November 2025, resolved to adopt all of the board’s proposed resolutions related to the Transaction. The resolutions are further described in the bulletin from the extraordinary general meeting that was announced by the Company on 5 November 2025. In addition to the resolutions at the extraordinary general meeting, the Company and Subgen AI agree that all other conditions of the Transaction have been fulfilled, including the settlement with Atlas Special Opportunities, LLC, or waived by the parties. The Transaction has therefore today been completed.

The purchase price in the Transaction has been paid through set-off against 499,081,015,965 newly issued ordinary shares and 498,987,606,931 newly issued class A shares in the Company, at a subscription price of SEK 0.0021865230 per share (the “Consideration Shares”). The Consideration Shares have been subscribed for by the former shareholders of Subgen AI. Following registration of the Consideration Shares and completion according to local law, the former shareholders of Subgen AI will hold approximately 98 percent of the total number of shares and approximately 99.6 percent of the total number of votes in the Company.

At the extraordinary general meeting on 5 November 2025, it was, among other things, resolved to change the company name of the Company to Subgen AI AB and to appoint José Iván Garcia, Lorenzo Serratosa Gallardo, Leandro Harillo, Eduardo Montes and Christopher Dembik as new board members of the Company alongside the current board member Fredrik Häglund, with José Iván Garcia as chairman. Lorenzo Serratosa Gallardo has been appointed as the new CEO of the Company.

Company Description
Following completion of the Transaction, the Company’s business consists of the business currently conducted by Subgen AI. Following the change of identity that the Transaction entails, the Company published a Company Description on 29 October 2025 which includes information about, inter alia, Subgen AI, the Transaction and its consequences for the Company. The Company Description is available on Magnasense’s website (www.magnasense.com) and Subgen AI’s website (https://subgen.ai/).

Timetable
The Company’s shares are currently traded under the ticker MAGNA with ISIN code SE0014401121 on Nasdaq First North Growth Market. Following Subgen AI updating its website in accordance with the Nasdaq First North Growth Market Rulebook for Issuers of Shares and completion of the planned reverse share split in the Company, the ISIN code for the ordinary shares will be changed to SE0026820854 and the ticker is proposed to be changed to SUBGEN. The first day of trading under the new ticker is expected to occur before the end of November 2025. The Company will revert with further details in due course.

Advisers
Eminova Partners Corporate Finance AB acts as financial advisor to Subgen AI in connection with the Transaction and Moll Wendén Advokatbyrå AB acts as legal adviser to Magnasense in connection with the Transaction.

For further information, please contact:
Lorenzo Serratosa, CEO Magnasense AB (under change of name to Subgen AI AB)
Email: info@subgen.ai

The Company’s Certified Adviser is Eminova Fondkommission AB | adviser@eminova.se

About Subgen AI
Subgen AI is an enterprise artificial intelligence company that develops both infrastructure and proprietary agent-centric AI-as-a-Service software, branded as Serenity Star. Its solutions are designed to scale and accelerate the adoption of AI across organizations. Subgen AI is experiencing rapid growth, building data centers and delivering services to clients in sectors such as healthcare, energy, legal, and human resources. Subgen AI operates across Europe, Latin America, and the United States. For more information, see Subgen AI’s website https://subgen.ai/.

IMPORTANT INFORMATION
The release, publication or distribution of this press release may, in certain jurisdictions, be restricted by law and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe any 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 to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) No 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Transaction.

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. The information contained in this press release is for the sole purpose of describing the background to the Transaction and does not purport to be complete or exhaustive.

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 applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable 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 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, Canada, Australia, Hong Kong, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.

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 are not historical facts and can be identified by the use of words such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “anticipates”, “should”, “could” and, in each case, the 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 statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could 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 in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, except as required by law or the rules of Nasdaq First North Growth Market.