Stockholm, Sweden, 18 December, 2025, Cyber Security 1 AB (“CYBER1” or the “Company”) today announces that the Board of Directors has approved the restructuring of a number of loan agreements (“Debt Restructuring”) and resolved on a directed issue of shares to certain creditors party to the Debt Restructuring (the “Share Issue”).
The loan agreements with the below creditors have been extended and restructured in connection with the termination of the bankruptcy procedure of CYBER1 as ruled by the Svea Court of Appeal (see the Company’s press release from 17 October 2025). Subject also to the terms of the Share Issue (as applicable) described below, the loan liabilities of CYBER1 outlined below have been reduced and restructured on the following terms (“Debt Restructuring Terms”):
Ivo van Laar Beheer B.V. Loan agreement entered into on 6 February 2024 has been extended for repayment until 3 June 2029. The current loan balance including accrued interest has been capitalised and formally reduced to EUR 1,836,354.17, representing a fifty (50) percent debt reduction from EUR 3,672,708.34.
A & H Nominees Limited. Loan agreement entered into on 31 August 2022 has been extended for repayment until 3 June 2029. The current loan balance including accrued interest has been capitalised and formally reduced to EUR 419,232.33, representing a fifty (50) percent debt reduction from EUR 838,464.66.
TRIARCH CAPITAL B.V. Loan agreement entered into on 8 September 2024 has been extended for repayment until 3 June 2029. The current loan balance including accrued interest has been capitalised and formally reduced to EUR 55,591.90, representing a fifty (50) percent debt reduction from EUR 111,183.80.
Frank Romeijn Pensioen B.V. Loan agreement entered into on 9 September 2024 has been extended for repayment until 3 June 2029. The current loan balance including accrued interest has been capitalised and formally reduced to EUR 111,183.80, representing a fifty (50) percent debt reduction from EUR 222,367.60.
MARLO FINANCE B.V. Loan agreement entered into on 6 February 2024 has been extended for repayment until 3 June 2029. The current loan balance including accrued interest has been capitalised and formally reduced to EUR 550,000.00, representing a fifty (50) percent debt reduction from EUR 1,100,000.00.
Share Issue
As an integral part of the Debt Restructuring Terms, five (5) percent of the original debt amount, representing ten (10) percent of the total fifty (50) percent debt reduction described above, shall be settled through the issuing of new shares in CYBER1 (“Share Issue”) to creditors Ivo van Laar Beheer B.V., A & H Nominees Limited, TRIARCH CAPITAL B.V and Frank Romeijn Pensioen B.V. (jointly the “Subscribers”).
The Board of Directors has therefore today, pursuant to the authorisation granted by the Annual General Meeting on 26 June 2025, resolved on the Share Issue to the Subscribers through which the Company sets off a total of up to EUR 242,236.22 in debt owed to the Subscribers through the issuance of up to 76,031,455 new shares to the Subscribers. All shares have been subscribed for and allotted.
The subscription price in the Share Issue is EUR 0.003186 per share and has been determined through arm’s length negotiations with the Subscribers as part of the Debt Restructuring arrangements and on the basis of analysed market factors such as the Company’s financial position, alternative financing costs and assessed market interest for an investment in the Company. As per the Debt Restructuring Terms, the subscription price corresponds to a discount of ten (10) percent relative to the volume-weighted average price (WVAP) for the Company’s share on Nasdaq First
North during the last ten (10) trading days (4 – 17 December 2025) before the date of the Share Issue resolution.
It is the Board of Directors’ assessment, based on the above factors and in light of the Debt Restructuring Term’s beneficial financial effect for the Company, that the subscription price reflects current market conditions and demand and thus are made on market terms. The reason for the deviation from the shareholders’ preferential rights is to fulfil the Company’s obligations under the Debt Restructuring Terms which will significantly reduce the Company’s indebtedness, in favour of the Company’s financial position and continued development and in the interest of the shareholders.
The Subscribers are shareholders in the Company before the Share Issue. The reason for the Share Issue being directed to certain existing shareholders is that the Subscribers have agreed to write down claims on the Company as per the Debt Restructuring Terms under which the terms of the Share Issue are an integral part.
The Share Issue will increase the number of outstanding shares in the Company from 1,136,345,531 to 1,212,376,986. The share capital will increase by approximately EUR 17,916.30 from approximately EUR 297,524.62 to approximately EUR 315,440.92. Dilution from the Share Issue amounts to approximately 6.27 percent of share capital and votes.
