Completion of the Transaction
On 22 July 2025, Magnasense entered into a conditional agreement regarding a reverse takeover of Subgen AI Limited (“Subgen AI” and the “Reverse Takeover”). As part of the Reverse Takeover, the Magnasense’s subsidiaries AegirBio (UK) Limited, registration number 12963210, Aegirbio US Inc, registration number 86-2923979, Abreos Biosciences LLC., registration number 5182179, Aegirbio Sweden AB, registration number 559167-2869, Viraspec AB, registration number 559243-8708, and Magnasense Technologies Oy, registration number 2336219-4 (together the “Subsidiaries”), are spun off from Magnasense through the Transaction.

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 meetings, the Company and ADC agree that all other conditions of the Transaction have been fulfilled. The Transaction has therefore today been completed.

The consideration for the Transaction is EUR one (1.00). As part of the Transaction, Magnasense pays EUR 75,000 to ADC as compensation for the Buyer Indemnification (as defined below) and for taking over full responsibility for the Subsidiaries. The Buyer Indemnification is one of the condition precedents for closing the Reverse Takeover. The financial arrangements include the Aegirbio (UK) Limited’s intercompany debt to Magnasense to be written down to SEK 16,000,000 and the responsibility to repay the loan to Magnasense will be transferred to ADC and structured as a ten-year loan with annual instalments equal to fifty (50) percent of the EBITDA of Aegirbio (UK) Limited for the relevant financial year of Aegirbio (UK) Limited, with any outstanding balance due in full by 1 July 2035, and no interest charged.

Under the buyer indemnification arrangement, ADC takes over any and all debt and liabilities (whether contingent or otherwise) of the Subsidiaries and will indemnify and hold Magnasense harmless from any obligations arising in Magnasense or any of the Subsidiaries before completion of the Reverse Takeover, including trade payables, tax liabilities, employee-related obligations and contractual commitments, as well as taking over any and all liability and debt, including any remaining debt to creditors, in Magnasense incurred prior to completion of the Reverse Takeover, except for debts and liabilities expressly envisaged in the Reverse Takeover agreement or otherwise agreed between the parties (including the administrative fine by the Swedish Financial Supervisory Authority on 25 June 2025 and the claim by Atlas Special Opportunities, LLC.) (the “Buyer Indemnification”). For more information on the transaction, see the press release “Magnasense progresses planned reverse takeover by entering into a conditional share purchase agreement regarding the sale of its subsidiaries - Marco Witteveen to step down as CEO” published by the Company on 20 September 2025.

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:
Marco Witteveen, CEO, Magnasense AB
Email: ir@magnasense.com

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

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.