Huddly AS – Contemplated and pre-committed private placement, final negotiations regarding new strategic partnership and distribution agreement and extension of shareholder loan

21 Aug 2025 07:01 CEST

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INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Oslo, 21 August 2025: Huddly AS ("Huddly" or the "Company", ticker: HDLY) hereby
announces (i) a contemplated and pre-committed private placement of between NOK
50 and 75 million (the "Offer Size"), equivalent to minimum 4,545,455 and
maximum 6,818,181 new shares (the "Offer Shares") offered by the Company (the
"Private Placement"); (ii) the entering into final negotiations regarding a new
strategic partnership and distribution agreement and (iii) extension of
shareholder loan. Reference is also made to the separate stock exchange
announcement published by the Company earlier today regarding the Company's
second-quarter 2025 results.

CONTEMPLATED AND PRE-COMMITTED PRIVATE PLACEMENT

The Company has engaged Pareto Securities AS as sole manager and bookrunner (the
"Manager") in connection with the Private Placement.

The price per Offer Share in the Private Placement is fixed at NOK 11.00 (the
"Offer Price").

The net proceeds from the Private Placement to the Company will be used to
bridge the deficit until the Company is expected to becoming cash flow positive
in 2026. The focus will be on continued investments in R&D for roll-out and
improvement of new products, onboarding of new strategic partners, expansion of
channel sales, and general working capital requirements to support growth.

Application period

The application period for the Private Placement commences today, on 21 August
2025, at 09:00 (CEST) and ends tomorrow, 22 August 2025, at 16:30 (CEST) (the
"Application Period"). The Company together with the Manager may, at their own
discretion, close or extend the Application Period at any time and for any
reason and on short or without notice. If the Application Period is shortened or
extended, the other dates referred to herein may be amended accordingly.

Firm pre-commitments

The low end of the Offer Size range in the Private Placement (i.e. NOK 50
million) is covered by firm pre-commitments at the Offer Price.

The following members of the Company’s management and board of directors (the
"Board") have collectively pre-committed to subscribe for NOK 24.7 million in
the Private Placement at the Offer Price:
- Jon Øyvind Eriksen (Chairman) NOK 12,000,000;
- Kristian Kolberg (board member) NOK 10,000,000;
- Håvard Pedersen Alstad (EVP Engineering) NOK 1,200,000;
- Jostein Devold (board member) NOK 750,000;
- Bente Sollid (board member) NOK 200,000;
- Anika Jovik (board member) NOK 200,000;
- Rósa Stensen (CEO) NOK 100,000;
- Abhijit Saha Banik (CFO) NOK 100,000;
- Stein Ove Eriksen (Co-Founder and CPO) 100,000; and
- Knut Helge Teppan (CDO) NOK 50,000.

In addition, certain other existing shareholders in the Company, each holding
1.00% or more of the current shares outstanding in the Company (rounded to the
nearest two decimal points), have collectively pre-committed to subscribe for
approx. NOK 28.9 million in the Private Placement at the Offer Price.

NOK 50 million of the firm pre-commitments mentioned above are part of a
pre-commitment agreement which will receive a pre-commitment fee of 5.00% (i.e.
NOK 2.5 million) which will be paid in new shares in the Company at the Offer
Price in connection with settlement of the Private Placement.

Selling restrictions

The Private Placement will be offered to investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 (also as it forms part of the United Kingdom domestic law by
virtue of the European Union Withdrawal Act 2018 (the “Prospectus Regulation”))
and is directed towards investors subject to available exemptions from relevant
registration requirements, (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and
(ii) in the United States to “qualified institutional buyers” (QIBs) as defined
in Rule 144A under the US Securities Act, pursuant to an exemption from the
registration requirements under the US Securities Act as well as to major U.S.
institutional investors under SEC Rule 15a-6 to the United States Exchange Act
of 1934.

The minimum subscription and allocation amount in the Private Placement will be
a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The
Company may offer and allocate amounts below the NOK equivalent of EUR 100,000
in the Private Placement to the extent exemptions from prospectus requirements,
in accordance with applicable regulations, including the Norwegian Securities
Trading Act and the Prospectus Regulation, are available. The members of the
Company’s management and Board, as well as existing shareholders in the Company
holding 1.00% or more of the current shares outstanding in the Company (rounded
to the nearest two decimal points), are exempt from the minimum order and
allocation in the Private Placement.

Allocation

Conditional allocation of Offer Shares will be made at the sole discretion of
the Company’s board of directors (the “Board”) (in consultation with the
Manager). The Board will focus on criteria such as (but not limited to) firm
pre-commitments, existing ownership in the Company, timeliness of order,
relative order size, sector knowledge, perceived investor quality and investment
horizon. The Company reserves the right, at its sole discretion, to reject
and/or reduce any orders, in whole or in part.

Notification of conditional allocation and payment instructions is expected to
be sent by the Manager on or about 25 August 2025 before 09:00 CEST.

Conditions for completion

Completion of the Private Placement is subject to: (i) the Board resolving to
consummate the Private Placement and conditionally allocate the Offer Shares,
(ii) an extraordinary general meeting (the “EGM”) in the Company resolving to
approve the capital increase pertaining to the Private Placement and the
issuance the Offer Shares, (iii) the Pre-Payment Agreement (as defined below)
remaining in full force and effect, (iv) the share capital increase pertaining
to the issuance of the allocated Offer Shares being validly registered with the
Norwegian Register of Business Enterprises (the "NRBE"), and (v) the allocated
Offer Shares being validly issued and registered in the Norwegian Central
Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly referred
to as the “Conditions”).

The EGM for approval of the Private Placement and the issuance of the allocated
Offer Shares is expected to be held on 8 September 2025.

The Private Placement will be cancelled if the Conditions are not fulfilled. The
Company reserves the right to cancel, and/or modify the terms of, the Private
Placement at any time and for any reason prior to the notification of
conditional allocation. Neither the Company nor the Manager will be liable for
any losses incurred by applicants if the Private Placement is cancelled and/or
modified, irrespective of the reason for such cancellation or modification.

Settlement

The date for settlement of the Private Placement is expected to be on or about
11 September 2025, subject to, among other things, handling time for
registration of the share capital increase relating to the Private Placement in
the NRBE and fulfillment of the Conditions.

The Offer Shares will be pre-paid by the Manager pursuant to a pre-payment
agreement (the "Pre-Payment Agreement") to be entered into between the Company
and the Manager in order to facilitate prompt registration of the share capital
increase pertaining to the Private Placement with the NRBE and
delivery-versus-payment (DVP) settlement with investors.

The Offer Shares allocated in the Private Placement will be tradable on Euronext
Growth Oslo when the new share capital relating to the Private Placement has
been registered with the NRBE and the Offer Shares have been registered by the
VPS, expected on or about 10 September 2025, subject to the Conditions having
been met. The Company will announce when such registration has taken place.

Lock-ups

The Company, members of the Company’s management and Board have all agreed to a
6 month lock-up in connection with the transaction.

Voting undertaking

Existing shareholders in the Company which are allocated Offer Shares in the
Private Placement will irrevocably undertake to vote in favour of, or give a
voting proxy to be used in favour of, all of the Board's proposed resolutions
relating to the Private Placement at the EGM. Such undertaking applies to all
shares in the Company held or controlled (directly or indirectly) by such
existing shareholders as of the record date for the EGM.

Equal treatment considerations – potential subsequent repair offering
The Board has considered the Private Placement in light of the equal treatment
obligations set out in the Norwegian Private Limited Liability Companies Act,
Euronext Growth Oslo Rule Book – Part II and Oslo Stock Exchange's guidelines on
equal treatment of shareholders, and the Board is of the opinion that the waiver
of the preferential rights inherent in the Private Placement, taking into
consideration the Company’s current financial situation and the time, costs and
risk of alternative methods of securing the desired funding, is in the joint
interest of the Company and its shareholders.

The Company may, subject to completion of the Private Placement, approval by the
EGM, and certain other conditions, resolve to carry out a subsequent repair
offering of new shares (the "Subsequent Offering") at the Offer Price which,
subject to applicable securities law, will be directed towards existing
shareholders in the Company as of 22 August 2025 (as registered in the VPS two
trading days thereafter), who (i) hold less than 1.00% of the current shares
outstanding in the Company (rounded to the nearest two decimal points), (ii)
were not allocated Offer Shares in the Private Placement, and (iii) are not
resident in a jurisdiction where such offering would be unlawful or would (in
jurisdictions other than Norway) require any prospectus, filing, registration or
similar.

FINAL NEGOTIATIONS REGARDING A NEW STRATEGIC PARTNERSHIP AND DISTRIBUTION
AGREEMENT

The Company has entered into final negotiations with a leading and well
recognized global provider of professional audio and video collaboration
solutions regarding a potential new strategic partnership and distribution
agreement.

The contemplated agreement is expected to cover commercial collaboration and
distribution of certain of Huddly’s existing products. The agreement will, if
concluded, strengthen the Company’s competitive position in key markets, and may
therefore have a material impact on Huddly’s operations and financial
performance. The expected value of the agreement for Huddly is in the range of
between NOK 20 million to NOK 40 million per annum with an initial contract term
of 24 months. In Huddly’s reasonable opinion, there is a not insignificant
degree of uncertainty as to whether the parties will be able to reach a binding
agreement.

EXTENSION OF SHAREHOLDER LOAN

The Company is currently in discussion with the lenders connected to its secured
shareholder loan in the total amount of NOK 55.5 million maturing on 9 June 2026
regarding an extension of the maturity date for the loan. Lenders representing
NOK 24.75 million of the loan have committed to extending their portions of the
loan for 12 months, i.e. until 9 June 2027.

Advisors
Pareto Securities AS is acting as sole manager and bookrunner in connection with
the Private Placement.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.

Contacts
For more information, please contact:
Jon Øyvind Eriksen, chair of the board of directors, +47 93 06 03 30,
admin@sonstad.no
Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com

Disclosure

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation ("MAR") and is subject to the disclosure requirements
pursuant to MAR article 17, Euronext Growth Oslo Rule Book – Part II, section
3.9 and section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Abhijit Saha Banik, CFO of the Company,
on 21 August 2025, at 7:01 CEST.

About Huddly AS

Disruptive innovation is our heartbeat at Huddly. We're committed to pushing
technology and challenging the status quo in to empower human collaboration.
Combining our industry-leading expertise in artificial intelligence, software,
hardware, and UX, we craft intelligent camera systems that enable inclusive and
productive teamwork. Huddly cameras are designed to provide high-quality,
AI-powered video meetings on major platforms, including Microsoft Teams, Zoom,
and Google Meet. With upgradable software, durable hardware, and engaging user
experiences, they are the ideal choice for organizations seeking a future-proof,
scalable, and sustainable solution. Founded in 2013, Huddly is headquartered in
Oslo, Norway, with presence in the US and EMEA and distribution globally.

Important notice

This announcement is not, and does not form a part of, any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the Securities Act, and accordingly may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or their securities in the United States or to conduct
a public offering of securities in the United States. Any sale in the United
States of the securities mentioned in this announcement will be made solely to
QIBs as defined in Rule 144A under the Securities Act, pursuant to an exemption
from the registration requirements under the US Securities Act, as well as to
“major U.S. institutional investors” as defined in Rule 15a-6 under the United
States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that EEA Member State within the meaning of
the Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression
"Prospectus Regulation" means Regulation 2017/1129 as amended together with any
applicable implementing measures in any EEA Member State (also as it forms part
of the United Kingdom domestic law by virtue of the European Union Withdrawal
Act 2018).

In the United Kingdom, this communication is only being distributed to and is
only directed at persons that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, the assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond the
Company's control.

Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operates, the
Company's ability to attract, retain and motivate qualified personnel, changes
in the Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on any forward-looking statements in this
announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation 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 announcement. Neither the Manager nor any of its affiliates make
any representation as to the accuracy or completeness of this announcement and
none of them accept any responsibility for the contents of this announcement or
any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the Manager
nor any of its affiliates accept any liability arising from the use of this
announcement.

This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as amended together with any applicable
implementing measures in any EEA Member State (or as it forms part of the United
Kingdom domestic law by virtue of the European Union Withdrawal Act 2018), and
repealing Directive 2003/71/EC (as amended) as implemented in any Member State.

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