Scandinavian Real Heart

The Board of Directors propose that the General Meeting resolves on issuance of new shares, with preferential rights for the shareholders in accordance with below.

Reasons for the Offering and Use of Proceeds

Scandinavian Real Heart AB is conducting the Rights Issue of approximately SEK 70 million to secure continued financing of the Company’s development work on Realheart® TAH – a total artificial heart designed to mimic the structure and function of the human heart. The product is intended to become a permanent solution for patients suffering from severe heart failure. Previous study results support that Realheart TAH has strong potential to replace the human heart in the future.

Of the approximately 22 million patients suffering from heart failure in the EU and the US, the Company estimates that a patient population of around 160,000 with advanced (NYHA Class IV) biventricular heart failure represents the target group for TAH treatment. Furthermore, this translates into an annual number of patients requiring TAH treatment of approximately 25,000, expected to increase in line with overall heart failure prevalence to around 35,000 by 2030. The average market price for a TAH is USD 220,000, corresponding to a market potential of USD 34 billion. The US and EU are the largest markets, with Germany being the largest European market and therefore of significant interest to the Company. A collaboration with a German hospital has been initiated in preparation for future clinical trials.

In 2025, the Company deepened its collaboration with Sahlgrenska University Hospital in Gothenburg, where surgical methodology and processes have been further developed based on experience from previous animal studies. The studies are led by cardiac surgeon Professor Göran Dellgren together with a clinical team with extensive experience in heart transplantation. The objective is first to optimize surgical methodology, then conduct survival studies to compile regulatory documentation, and finally apply to initiate clinical trials.

During 2025, the Company also increased its focus on product development. The Company has produced several TAH units with improved quality and simplified manufacturing processes compared to previous versions. The Company will continue to develop production processes and product quality, both through internal initiatives and in close collaboration with carefully selected partners. As part of this work, a move to more suitable facilities will take place in 2026. The TAH units manufactured by the Company will continuously be used in endurance tests running for up to six months, as well as in animal studies and blood tests. Endurance tests of the membrane, the most critical component, have exceeded 18 months in ongoing tests. To enable the transition to clinical studies, further design improvements of the product are required, which must be validated through endurance tests, animal studies, and blood tests. This work has already begun and will continue during 2026. The company is not communicating any guidance or forecast regarding the anticipated date for the first-in-human implant. Several studies have been conducted with previous versions compared to the market-leading competitor, showing superior results in blood tests and patient simulator studies (cardiovascular simulator, so-called hybrid simulator).

If fully subscribed, the net proceeds (after estimated transaction costs of approximately SEK 300,000) are intended to be allocated as follows:

TAH Unit – 60%

• Production of TAH units
• Product development
• Product quality
• Manufacturing process
• Suitable facilities

Preclinical Studies – 28%

• Endurance tests
• Animal studies
• Blood tests

Regulatory Work – 2%

Corporate Costs – 10%

The proceeds are expected to be sufficient to finance working capital requirements for approximately 12 months.

Subscription and Guarantee Commitments

The Company has received subscription undertakings from existing shareholders, the Board of Directors, and senior management amounting to approximately SEK 25.6 million, corresponding to about 36.5% of the rights issue. In addition, the Company has obtained guarantee commitments from existing shareholders totalling approximately SEK 23.4 million, which represents about 33.5% of the rights issue. In aggregate, the rights issue is thus covered to approximately 70% by subscription and guarantee commitments. The guarantee commitments only cover the portion of the issue not subscribed for through subscription undertakings and subscriptions based on subscription rights, up to a total coverage level of 70% of the issue amount. If the rights issue is subscribed to 70% or more without the need to utilize the guarantees, the guarantee commitments will lapse. No compensation will be paid for the subscription and guarantee commitments.

Number of shares and share capital increase

The issue comprises no more than 4 998 704 new shares

The Company’s share capital may be increased by no more than SEK 25 043 507.040. The share capital increases have been calculated based on a quotient value of SEK 5.01 per share.

Right to subscribe for shares

The shareholders of the Company shall have preferential rights to subscribe for shares. For each share held on the record date, the shareholder receives one subscription right, whereby one subscription right entitles to subscribe for one share. The record date for determining which shareholders shall be entitled to subscribe for shares on a preferential basis shall be 1 December 2025.

In case not all shares have been subscribed for, the Board of Directors shall decide that allotment of shares subscribed for without subscription rights shall take place up to the maximum amount of the issue, whereby the Board of Directors primarily will allot shares to those who also subscribed for shares based on subscription rights, and in the event of over subscription, pro rata to their subscription based on subscription rights. Secondly, the Board of Directors will allot shares to those who subscribed for shares without subscription rights, and if full allotment cannot be made, the board shall have the right to freely decide on allotment.

Subscription price of shares

The subscription price is SEK 14 per share.

The share premium shall be transferred to the unrestricted premium reserve.

Subscription and payments of shares

Subscription for shares based on subscription rights shall be made through payment in cash during the period from 3 December 2025 until, and including 17 December 2025. The Board of Directors shall be entitled to extend the subscription period.

Subscription without subscription rights shall be made through notice on special application form during the period from 3 December 2025 until and including 17 December 2025. The Board of Directors shall be entitled to extend the subscription period. Payment for shares shall be made at the latest three business days following the date of the dispatch of a contract note to the subscriber, specifying allocation of shares, or such later date as the Board of Directors may decide.

Trading with subscription rights is expected to take place during the period from 3 December 2025 until, and including 12 December 2025.

Right to dividends of new shares

The new shares shall entitle to dividends as from the first record date for dividends following registration of the new shares with the Swedish Companies Registration Office.

Miscellaneous

It was furthermore proposed that the Board of Directors, the CEO, or the person ap-pointed by the Board of Directors or the CEO, shall be authorized to make such minor amendments to the resolution as may be required in connection with the registration or execution of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

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The Board of Directors in Scandinavian Real Heart AB