Result of the private placement and the Board of Directors’ resolution to complete the share capital increase

Shape Robotics announced earlier this year that the company was pursuing a direct issuance in the range of DKK 30-35 million to finance growth and invest in the company's long-term strategy towards 2027. This strategy includes an ambition to achieve a turnover of DKK 1 billion and an EBITDA in the range of 12-15 percent.

Following yesterday’s resolution to initiate a private placement of new shares, the Board of Directors of Shape Robotics A/S has, in a board meeting today, after having received subscription undertakings from a limited number of new and existing investors, both domestic and foreign, for all of the new shares offered, resolved to complete the private placement. The private placement was oversubscribed.

The resolution implies that the share capital of Shape Robotics A/S will be increased with nom. DKK 101.165,30 by issuance of 1.011.653 new shares with a nominal value of DKK 0.10 each. The new shares have been subscribed for at market price as determined by the Board of Directors to DKK 35,00 per new share to be paid in cash.

The new shares will be issued in the same share class as the existing shares and will thus carry the same rights pursuant to the Company’s Articles of Association.

The total share capital of the Company after completion of the directed issue will amount to nominally DKK 1,506,617 divided into 15,066,170 shares with a nominal value of DKK 0.10 each, and with the same number of voting rights.

The private placement will result in the Company receiving gross proceeds (before deduction of costs related to the issue) of DKK 35.407.750.

Registration of the share capital increase will be made as soon as possible. Following registration, the updated Articles of Association will be made available on the Company's website https://shaperobotics.com.

The new shares are expected to be admitted to trading and official listing Nasdaq Copenhagen under the Company’s permanent ISIN code (DK0061273125), on Friday, March 22, 2024.

Additional information and investor relations
Jeppe Frandsen,Chairman

André Fehrn, CEO
Tlf. : +45 53 51 31 31
Email: [email protected]
CVR-nr. 38322656
www.shaperobotics.com

[company announcement]

Important information

This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on Prospectuses, Article 1(4).

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in or into the United States absent 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 offering of the securities in the United States. The securities referred to in this announcement are being offered and sold in a private placement only outside the United States.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Shape Robotics A/S or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.

This announcement does not constitute an investment recommendation. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement (and publicly available information) Any investment decision to buy or subscribe for any shares in the private placement must be made solely on the basis of publicly available information. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide for future performance. The information in this announcement cannot be relied upon as a guide for future performance.

Certain statements in this announcement may constitute forward-looking statements, which are based on Shape Robotics’ expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. Words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect”, “plan”, “project”, “forecast” and words of similar meaning are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance, achievements or industry results to differ materially from those expressed or implied by such forward-looking statements.