24SevenOffice

Subscription price and use of proceeds

The subscription price corresponds to a premium compared to the closing price of the Company’s share on Nasdaq First North Growth Market 27 May 2025. The subscription price and the number of new shares in the Share Issue were determined through an accelerated bookbuilding procedure (“the “Bookbuild”) carried out by Pareto Securities (“Pareto”) and, accordingly, the Board of Directors deems that the subscription price reflects current market conditions and demand.

The Company intends to use the net proceeds of the Share Issue to continue to execute on M&A opportunities in the near term.

In addition, the Share Issue qualifies as a “Relevant Issue” under several of the Company’s recently executed acquisition or share purchase agreements, thereby permitting the Company to settle a significant portion of the purchase price in newly issued shares in the Company rather than cash. Meeting this threshold was critical to preserving cash for other strategic projects and ensuring the intended risk-allocation between the Company and the sellers, while also providing the sellers an opportunity to benefit from the Company's future growth through an equity stake. RV has undertaken to vote in favour of future share issues in order to issue consideration shares to sellers under the relevant acquisition or share purchase agreements. Following completion of the Share Issue, it is estimated that the Company will issue consideration shares pursuant to already executed M&A agreements equal to a total value of approximately SEK 138.6 million.

Number of shares in the Company after the Share Issue

The Share Issue increases the number of shares in the Company from 67,962,772 shares to 73,677,057 shares, corresponding to a dilution effect of approximately 7.8 per cent of the share capital and the votes, respectively (calculated as the new number of shares and votes divided with the total number of shares and votes in the Company after the Share Issue).

Deviation from shareholders' preferential rights

The Board of Directors made an overall assessment and carefully considered to raise the required capital through a rights issue. The reasons for deviating from the shareholders’ preferential right were (i) that it was of material importance to the Company and for the benefit of all shareholders to carry out a share issue that qualified as a Relevant Issue (as further described in the Company’s press release on 27 May 2025) , (ii) to increase the flexibility of the timing of the share issue to minimize dependency on market conditions as a rights issue would have taken significantly longer to complete and would have entailed a higher exposure to market risks (including the risk for a potentially adverse effect on the share price and possible subscription price or ability to complete a capital raise), and thus allow the Company to pursue a funding window when identified during the ongoing macro-economic uncertainty, (iii) that the Share Issue, in relation to the Company’s market capitalization, was limited in size, which would have entailed that a rights issue process would have been disproportionately burdensome to carry out, since it would have resulted in time-consuming processes for the Company, (iv) to carry out a directed share issue can be made at lower costs and with less complexity and more flexibility than a rights issue, (v) it might not have been possible to obtain underwriting commitments for a rights issue on terms that would have been as favorable for the Company as the commitments for the Share Issue offered by R-Venture AS and the other investors as previously communciated, and (vi) to strengthen the Company’s shareholder base with new Nordic institutional investors in order to enhance the liquidity of the Company’s share. Considering the above, the Board of Directors overall assessment is that a directed share issue with deviation from the shareholders' preferential right was the most favorable alternative for the Company and was in the best interest of the Company and its shareholders.

Lock-up undertakings

The Company has undertaken not to issue additional shares in the Company during a period ending 90 calendar days after settlement in the Share Issue, which is expected to take place on 2 June 2025. The Company’s lock-up undertaking does not apply in respect of issuances of shares pursuant to employee incentive programs or issuances of shares to be used as consideration for, or financing of, acquisitions of companies or businesses.

In addition, RV as well as all members of the Board and the senior management team of the Company that directly or indirectly own shares have undertaken, subject to certain customary exemptions, not to sell or otherwise dispose of any shares in the Company during the same 90-day period.

Advisers

The Company engaged Pareto Securities to advise on and effect the Share Issue and Bookbuilding. Advokatfirmaet BAHR and Gernandt & Danielsson Advokatbyrå acted as legal advisers to the Company, and Advokatfirman Schjødt acted as legal advisers to Pareto, in connection with the Share Issue.

For more information please contact:

Staffan Herbst, CEO
Tel: +46 10 490 07 00, ir@done.ai

Certified Adviser

The Certified Adviser to Done.ai on Nasdaq First North Growth Market is Partner Fondkommission.
Address: Lilla Nygatan 2, 411 09 Gothenburg
Telephone: +46 (0)31-761 22 30
Website: partnerfk.com

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from someone else.

This press release does not constitute a recommendation concerning any investor's decision regarding the Share Issue. The information contained in the press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. This press release does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares. Each investor or potential investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The new shares referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The new shares referred to herein have not been and will not be registered under the Securities Act, as amended, and, subject to certain exceptions, may not be offered or sold within the United States (as defined in Regulation S under the Securities Act (“Regulation S”)). The new shares are being offered outside the United States in reliance on Regulation S.

The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, the United Kingdom, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release does not constitute an “offer of securities to the public” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”) or the Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 and as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (each as amended) (the “UK Prospectus Regulation”) of the new shares in the UK or in any member state (the “Member States”) of the European Economic Area (“EEA”). This press release is not a prospectus for the purpose of the Prospectus Regulation and the UK Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. Any offers of the new shares to persons in the UK or in the EEA will be made pursuant to exemptions under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the shares. This press release is only addressed to and directed at persons in the UK or in Member States who are “qualified investors” pursuant to the Prospectus Regulation or the UK Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the new shares described herein is being distributed only to, and is directed only at, and any investment or investment activity to which this press release is available only to and will only be engaged with (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order and (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which the press release relates is available only to relevant persons and will be engaged in only with relevant persons. This press release is directed only at relevant persons and any person who is not a relevant person should not act or rely on this press release or any of its contents.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for 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 may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. 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, unless it is not required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.

About Done.ai

Done.ai has entered a new chapter marking its transformation from a traditional ERP vendor into a one-stop shop for modern businesses, offering an integrated suite of AI-powered tools that span the full operational workflow. With a modular, API-first architecture, businesses can manage their entire value chain, from first customer touchpoint to back-end accounting, fully integrated in one automated, end-to-end platform.

Through the integration of embedded financial services such as automated treasury management, payment solutions, spend management, and open banking, Done.ai aims to redefine how businesses manage liquidity and financial operations. These services will initially be launched through an exclusive three-year distribution agreement to Done.ai’s extensive customer base, ensuring rapid rollout and adoption.

Combining deep technological expertise, strategic partnerships, and AI-driven automation, Done.ai delivers real-time financial control, operational efficiency, and unmatched scalability, positioning the company as a leading AI-native fintech platform for the business sector.

Done.ai is headquartered in Sweden and listed on Nasdaq First North Growth Market under the ticker DONE.