Episurf Medical

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Episurf Medical AB (publ) ("Episurf Medical", "Episurf" or the "Company") (Nasdaq Stockholm: EPIS B) has today, based on the authorisation granted by the annual general meeting in the Company on April 10, 2025, resolved on an issue of 4,516,608 units to the guarantors in the rights issue of units announced on July 2, 2025 (the "Rights Issue"), who have chosen to receive guarantee remuneration in the form of units (the "Remuneration Issue"). The subscription price in the Remuneration Issue amounts to SEK 0.18 per unit, which corresponds to the subscription price in the Rights Issue. Payment of the subscription price is made by offsetting claims.

Terms of the Remuneration Issue

In connection with the Rights Issue, certain existing shareholders and external investors have undertaken to guarantee a total of approximately SEK 24.2 million of the Rights Issue against a guarantee remuneration corresponding to twelve (12) per cent of the guaranteed amount in cash or in the form of units. The Board of Directors has resolved that payment of guarantee remuneration shall be made by offsetting the guarantors' claims on the Company, in relation to guarantors who have chosen to receive guarantee remuneration in the form of units, consisting of newly issued shares of series B and warrants of series TO14 B, corresponding to a total of approximately SEK 0.81 million.

The Board of Directors of Episurf has today, based on the authorisation granted by the annual general meeting on April 10, 2025, resolved on the Remuneration Issue, which comprises a total of 4,516,608 units, consisting of 27,099,648 newly issued shares of series B and 13,549,824 warrants of series TO14 B, corresponding to a total subscription payment of approximately SEK 0.81 million which is offset by guarantors' claims in the corresponding amount. The subscription price in the Remuneration Issue amounts to SEK 0.18 per unit, which corresponds to the subscription price in the Rights Issue. The cash component of the guarantee remuneration to be paid by the Company to guarantors who have chosen to receive guarantee remuneration in cash amounts to approximately SEK 2.1 million.

The guarantors in the Rights Issue are, in accordance with the guarantee agreements, entitled to guarantee remuneration corresponding to 12 percent of the guaranteed amount in cash or in the form of units. As a result of the guarantee commitments, each guarantor thus has a claim on the Company regarding guarantee remuneration. Certain guarantors have declared their willingness to allow the Company to offset its debt regarding guarantee remuneration by carrying out an offset issue of units to these guarantors. The Remuneration Issue is thus carried out to fulfil the Company's obligations to the guarantors as a result of the guarantee commitments. The Company's alternative to carrying out the Remuneration Issue would be to settle the guarantee remuneration through cash payment. The Board of Directors is of the opinion that - taking into account current market conditions - it is to the benefit of the Company's financial position and in the interest of the shareholders to carry out the Remuneration Issue on the abovementioned terms and conditions, as the Company will then release funds that strengthen the Company's working capital. The subscription price in the Remuneration Issue is based on the guarantee commitments which have been negotiated ahead of the announcement of the Rights Issue. The Board of Directors has thoroughly evaluated the possibility for the guarantors to receive their guarantee remuneration in the form of units at the abovementioned terms and conditions and concluded that offering such a possibility has been necessary to obtain the guarantee commitments and is in the interest of the Company and its shareholders.

After registration of the shares of series B issued through the Rights Issue with the Swedish Companies Registration Office, the Remuneration Issue will entail that the share capital is increased by approximately SEK 270,996.48 by issue of 27,099,648 new class B shares, resulting in the total number of shares increasing from 1,632,661,730 (taking into account the shares of series B issued in the Rights Issue) shares to 1,659,761,378 shares, divided into 473,357 class A shares and 1,659,288,021 class B shares, corresponding to a dilution effect of approximately 1.6 percent of the shares and approximately 1.6 percent of the votes in the Company. Upon full exercise of the warrants of series TO14 B that are issued in the Remuneration Issue, the number of shares will increase by a maximum of 13,549,824 class B shares and the share capital will increase by a maximum of approximately SEK 135,498.24, corresponding to a dilution effect of approximately 0.8 percent of the shares and approximately 0.8 percent of the votes in the Company.

Advisors

Episurf has engaged DNB Carnegie SME as financial advisor and Snellman Attorneys Ltd as legal advisor in connection with the Rights Issue.

For more information, please contact:

Pål Ryfors, CEO and interim CFO, Episurf Medical

Tel: +46 709 62 36 69

Email: pal.ryfors@episurf.com

About Episurf Medical

Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and individualised treatment alternatives. Episurf Medical's Episealer® individualised implants and Epiguide® surgical drill guides are developed for treating localised cartilage injury in joints. Episurf Medical's μiFidelity® system enables implants to be cost-efficiently tailored to each individual's unique injury for the optimal fit and minimal intervention. Episurf Medical's head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company's website: www.episurf.com.

The information was submitted for publication, through the agency of the above contact person, at 20:30 CEST on August 28, 2025.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal 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 Episurf Medical in any jurisdiction, neither from Episurf Medical nor from someone else.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus, prepared in accordance with the simplified disclosure regime for secondary issuances as set forth in the Prospectus Regulation, regarding the Rights Issue described in this press release has been prepared by the Company, reviewed and approved by the Swedish Financial Supervisory Authority and published on the Company's website.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue 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 announcement or its accuracy or completeness. DNB Carnegie SME are acting for Episurf Medical in connection with the Rights Issue and no one else and will not be responsible to anyone other than Episurf Medical for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. DNB Carnegie SME are not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.

This press release does not constitute or form part of an offer or solicitation 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 exemption from registration under the US 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. There is no intention to register any securities referred to herein in the United States or to make a public Rights Issue of the 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, within or into the US, the United Kingdom, Australia, Belarus, Canada, Hong Kong, Israel, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland 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.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

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 and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group 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 required by law or Nasdaq Stockholm's rule book for issuers.