Shape Robotics A/S announces intention to carry out a private placement and raise up to DKK 35.4 million in new capital

Company Announcement no. 09-24
Copenhagen, March 11, 2024

In company announcement no. 4-24 dated February 9, 2024, Shape Robotics A/S (”Shape Robotics”) announced its intention to raise capital through a rights issue to support development and expansion plans, as well as working capital needs.

Today, the Board of Directors of Shape Robotics has decided to initiate an issue for a private placement of up to 1,011,653 new shares of nominally DKK 0.10 with gross proceeds of DKK 35.4 million (the “Private Placement”). The new shares shall be issued at and subscribed for at market price, which the Board of Directors, based inter alia on an analysis of various parameters, including but not limited to the closing of the Company’s share price today and average trading prices in relevant reference periods, has determined to DKK 35 per new share with a nominal value of DKK 0.10 each.

The new shares are issued as a capital increase pursuant to the authorization in Article 4(2) of the Articles of Association. The new shares are issued to a limited group of new and existing investors and thus without preemptive subscription rights for the Company’s existing shareholders. All new shares will be issued against consideration in cash payment.

Shape Robotics has received subscription indications for more than DKK 40 million from a limited number of existing and new investors.

The issuance of new shares

The share capital increase from the Private Placement is carried out without pre-emptive rights for Shape Robotics’ existing shareholders in accordance with the authorization to the Board of Directors in Article 4(2) of the Articles of Association as adopted and granted by the shareholders in an extraordinary general meeting held on March 1, 2024. The new shares will be issued in the same class as the existing shares and will, upon issuance and registration with the Danish Business Authority and admission to trading and official listing on Nasdaq Copenhagen, carry the same rights as the existing shares.

The new shares will be issued to a limited number of existing and new investors and be admitted to trading and official listing pursuant to and in compliance with applicable exemptions from the obligation to publish a prospectus according to the Prospectus Regulation (EU) 2017/1129 of 14 June 2017.

Expected timetable for admission to trading

Shape Robotics expects to receive final subscriptions no later than March 12, 2024, following which the share capital increase will be registered with the Danish Business Authority. The new shares are expected to be admitted to trading on Nasdaq Copenhagen under the existing ISIN code (DK0061273125) for Shape Robotics’ shares no later than by March 29, 2024.

Additional information and investor relations
Jeppe Frandsen,Chairman
Mobile phone.: +45 20 55 40 44

André Fehrn, CEO
Mobile phone.: +45 42 50 30 80
Email: ir@shaperobotics.com
CVR-nr. 38322656
www.shaperobotics.com

Important information

This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on Prospectuses, Article 1(4).

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in or into the United States absent 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 the securities in the United States. The securities referred to in this announcement are being offered and sold in a private placement only outside the United States.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Shape Robotics A/S or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.

This announcement does not constitute an investment recommendation. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement (and publicly available information) Any investment decision to buy or subscribe for any shares in the private placement must be made solely on the basis of publicly available information. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide for future performance. The information in this announcement cannot be relied upon as a guide for future performance.

Certain statements in this announcement may constitute forward-looking statements, which are based on Shape Robotics’ expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. Words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect”, “plan”, “project”, “forecast” and words of similar meaning are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance, achievements or industry results to differ materially from those expressed or implied by such forward-looking statements.

[company announcement]