OODA AI

The Board of Directors of OODA AI AB (publ) (“OODA AI” or the “Company”) has today, on 31 March 2026, decided to carry out a directed share issue to Midnight Foundation founded by Charles Hoskinson, as lead investor, based on the authorization granted by the Annual General Meeting held on 30 June 2025. The directed share issue amounts to ca. 10 MSEK, based on a pre-money valuation of ca. 817 MSEK. The subscription price has been set at 219 SEK per share, representing a premium of ca. 460 percent compared to the closing price on 30 March 2026. The Company will issue up to 45,750 new shares, corresponding to a dilution of ca. 1.21 percent.

About the Share Issue and the Basis for the Subscription Price
The Board has resolved, under the authorization from the 2025 AGM, on a directed share issue of up to 45,750 shares to Midnight Foundation, founded by Charles Hoskinson, as lead investor, corresponding to a share capital increase of SEK 457,500. The subscription price of 219 MSEK per share was determined through arm’s-length negotiations.

The proceeds from the issue will primarily be used for marketing the new platform, as well as to support the upcoming launch of the Company’s token and the continued development of its decentralized AI infrastructure.

The subscription price represents a premium of ca. 460 percent to the closing price of the Company's share on Nasdaq First North Growth Market on 30 March 2026. In view of this, the Board considers the subscription price to be market-based and justified.

The reasons for deviation from the shareholders' preferential right
The reason for deviating from shareholders' pre-emptive rights is based on the Board’s overall assessment and careful consideration of raising capital through a rights issue versus a directed issue. The Board believes that a rights issue could not have been executed on similarly favorable terms and would have taken significantly longer to complete, thereby increasing market risk exposure. The Board thus considers the directed issue to be in the best interest of the Company and its shareholders.

Dilution and Changes to Share Capital and Number of Shares
Following the share issue, the number of shares in the Company will increase from 3,731,465 to 3,777,215. The share capital will increase from SEK 37,314,650 to SEK 37,772,150, corresponding to a dilution of ca. 1.21 percent.

CEO Comment
“We are pleased to have secured additional capital with Midnight Foundation, founded by Charles Hoskinson. The investment strengthens our ability to accelerate the launch of our platform, our token, and our decentralized AI infrastructure. At the same time, we continuously evaluate additional financing opportunities to further develop the business at a high pace, given the rapid developments within AI and Web3.” says Arli Charles Mujkic, CEO of OODA AI

IMPORTANT INFORMATION
Publication, distribution or release of this press release may be subject to restrictions in certain jurisdictions by law. Persons in jurisdictions where this press release has been published or distributed must inform themselves of and comply with such legal restrictions. Recipients are responsible for using this press release and its contents in accordance with applicable laws and regulations in their respective jurisdictions.

This press release does not constitute an offer or invitation to acquire or subscribe for any securities in OODA AI AB in any jurisdiction, neither from OODA AI AB nor from any other party.

This press release is not a prospectus under the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the directed share issue.

This press release does not identify or claim to identify risks (direct or indirect) associated with an investment in the Company. The information herein is provided solely as background to the directed share issue and is not intended to be complete or exhaustive.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities referenced herein may not be offered or sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless registered or exempt from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of any securities referenced herein will be made in the United States.

This press release may not be published, released, copied or distributed, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such publication, release or distribution would be unlawful or require registration or any other action under applicable law.

For further information, please contact:
Arli Charles Mujkic, CEO, OODA AI AB
Email: charlie@ooda.ai
Telephone: +49 176 626 999 64

Måns Pontén Söderlind, Deputy CEO, OODA AI AB
Email: mans@ooda.ai
Telephone: +46 70 766 47 71

About OODA AI AB
OODA AI is a group of companies with a focus on artificial intelligence (AI) and software-as-a-service (SaaS). The group of companies provides AI services in the form of decentralized and distributed AI computing, AI tools as well as AI consulting, training and implementation. The group of companies operates on a global market, the head offices are located in Stockholm (Sweden) and Munich (Germany). Listed on Nasdaq Stockholm First North, also traded on Börse Frankfurt, Börse Stuttgart and Börse München.

For more information, www.ooda.ai

The company's Certified Adviser is Eminova Fondkommission AB | 08-684 211 00 | info@eminova.se