Comment on Irisity’s fully guaranteed rights issue of SEK 26m


 

Irisity AB (”Irisity” or ”the Company”) announced on October 3rd 2025, in line with what was communicated on September 29th 2025, the Company’s decision to carry out a fully guaranteed rights issue of 217,157,616 shares, corresponding to gross proceeds of approx. SEK 26m before transaction costs and any set-offs. The rights issue is subject to subsequent approval at an extraordinary general meeting and will be conducted with preferential rights for existing shareholders. The subscription period will run from November 5th to November 19th, 2025, at a subscription price of SEK 0.12 per share.

Analyst Group’s view of the Rights Issue

Analyst Group believes that the rights issue represents an important step in strengthening Irisity’s financial position and providing stability as the Company continues to execute the ongoing streamlining program. The program targets a 30% reduction in OPEX compared to Q2-25 levels, corresponding to approx. SEK 40m in annualized savings, achieved through R&D consolidation, a streamlined go-to-market strategy, increased emphasis on ARR growth, and reduced reliance on large one-time software projects.

In Q2-25, Irisity reported OPEX (excl. COGS and D&A) of approx. SEK 37m. Extrapolating these figures and accounting for the targeted annual savings of SEK 40m implies an OPEX base of roughly SEK 100m on an annualized level. Given that current sales volumes do not yet absorb this cost base, a return to top-line growth remains critical for Irisity to achieve cash flow break-even.

The market environment has remained challenging, with execution delays in larger international projects, extended quote-to-cash cycles, and FX headwinds from a weaker USD putting pressure on the Company’s short-term liquidity. However, recent contract wins, including an expansion with a U.S. federal government agency, a transportation project in New York, and a 911 Centre contract in central Mexico, highlight solid commercial momentum and support the outlook for renewed growth. With a stronger focus on faster-to-market product categories and an increasing share of ARR through a partner-driven model, Analyst Group believes Irisity is now better positioned to deliver more predictable revenue streams over time. While execution remains key, the ongoing operational progress and strengthened financial position following the rights issue will provide a more stable platform for the Company’s continued transformation.

Terms of the Rights Issue

The Board of Irisity has resolved on a fully guaranteed rights issue of approx. SEK 26m, subject to approval at an extraordinary general meeting on November 3rd, 2025. Each existing share entitles the holder to one (1) subscription right, and ten (10) rights allow the subscription of thirteen (13) new shares at a subscription price of SEK 0.12 per share, corresponding to a total of 217,157,616 newly issued shares. The issue is fully guaranteed through subscription and guarantee commitments from the main shareholder, Stockhorn Capital AB, which will subscribe for its pro-rata share of 36.6% and guarantee the remaining portion without fee or collateral. The subscription period runs between the 5th and 19th of November 2025. For shareholders who choose not to participate, the rights issue entails a maximum dilution of approx. 56.5%.

After set-offs of SEK 10–23m against short-term loans from Stockhorn and estimated transaction costs of approx. SEK 0.5m, the net proceeds are expected to amount to approx. SEK 2.5–15.5m. The final set-off amount depends on Stockhorn’s allocation in the rights issue, meaning that a larger allotment to Stockhorn will result in a greater share of its short-term loans being repaid through newly issued shares.

Background and Rationale Behind the Rights Issue

The rights issue aims to strengthen Irisity’s financial position and provide flexibility to execute the Company’s ongoing simplification program, which targets SEK 40m in annualized cost savings and a shift toward a more scalable, recurring revenue model. By partially repaying short-term loans from Stockhorn through set-off, Irisity reduces balance sheet pressure while preserving liquidity to support continued operational efficiency and growth initiatives. Assuming sales volumes develop as planned, the proceeds are expected to finance operations over the next twelve months and help Irisity reach cash flow break-even in 2026.

In summary, Analyst Group believes that the fully guaranteed rights issue is a necessity to strengthen Irisity’s financial foundation and provides a more stable platform to execute the Company’s efficiency program and return to growth. However, successful realization of the targeted cost reductions, consistent conversion of the project pipeline into ARR contracts, and a sustained recovery in sales will be decisive to reach cash flow break-even. While challenges remain in terms of market timing and operational execution, the strengthened balance sheet and recent commercial progress provide improved conditions for Irisity to restore growth momentum and move toward long-term profitability.