NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION.

The Board of Directors of OODA AI AB (publ) (“OODA AI” or the “Company”) has today, on 31 August 2025, decided to carry out a directed share issue to Capstone Ventures, B1 Systems, Kevin Liu, Stephan Meyer, OREAS Vermögensverwaltung, Markus Spiess and Lontano Asset, among others (the “Investors”), based on the authorization granted by the Annual General Meeting held on 30 June 2025. The directed share issue amounts to approximately 15 MSEK, based on a pre-money valuation of approximately 590 MSEK. The subscription price has been set at 162 SEK per share, representing a premium of approximately 228.4 percent compared to the closing price on 29 August 2025. The Company will issue up to 90,835 new shares, corresponding to a dilution of approximately 2.43 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 90,835 shares to Capstone Ventures, B1 Systems, Kevin Liu, Stephan Meyer, OREAS Vermögensverwaltung, Markus Spiess and Lontano Asset, among others, corresponding to a share capital increase of SEK 908,350. The subscription price of 162 MSEK per share was determined through arm’s-length negotiations.

The proceeds from the share issue will primarily be used to further reduce the Company’s debt, support further scaling of operations, and fund the upcoming launch of the Company's token and continued development of its decentralized AI infrastructure.

The subscription price represents a premium of approximately 228.4 percent to the closing price of the Company's share on Nasdaq First North Growth Market on 29 August 2025. 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 3,640,630 to 3,731,465. The share capital will increase from SEK 36,406,300 to SEK 37,314,650, corresponding to a dilution of approximately 2.43 percent.

CEO Comment
“We are pleased to have secured an additional 15 MSEK in a new financing round, this time with support from, among others, Capstone Ventures, B1 Systems, Kevin Liu, Stephan Meyer, OREAS Vermögensverwaltung, Markus Spiess, and Lontano Asset. This is a strong confirmation of the confidence investors have in our vision and the progress we have demonstrated during the year. Interest in the company remains high, and the board continuously evaluates new financing opportunities to further accelerate our growth journey. We continue 2025 with strong momentum.” 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