EQS-Adhoc: LAIQON AG: Preliminary Group EBITDA, approved capital measures, postponement of publication of the 2025 annual report to mid-April 2026 and planned change to the Prime Standard

Publication of inside information in accordance with Article 17 of Regulation (EU) No. 596/2014

LAIQON AG provides information about preliminary group EBITDA, approved capital measures, postponement of the publication of the 2025 annual report to mid-April 2026 and the planned switch to the Prime Standard in 2027

Hamburg, March 29, 2026

Based on the preliminary figures, the Management Board of LAIQON AG (“LQAG” or “Company”, ISIN: DE000A12UP29) provides information about the expected consolidated operating earnings before interest, taxes, depreciation and amortization (EBITDA) for the 2025 financial year as follows:

LQAG’s consolidated EBITDA is expected to be around EUR -2.9 million in the 2025 financial year, which is expected to be around EUR 0.9 million above the previous year’s consolidated EBITDA of around EUR -3.8 million. It should be noted that one-off special and personnel expenses of around EUR 1.9 million (2nd half of 2025) as well as provisions for future personnel measures of around EUR 0.6 million have had an exceptional impact on EBITDA. The expected consolidated EBITDA is therefore below the analysts’ consensus of around EUR 0.6 million.

Today, the LQAG board also passed resolutions on group financing for 2026/31. The planned capital and financing measures are necessary in particular to ensure the financing of the purchase price installments due within the next 12 months from company acquisitions carried out in recent years, including the MainFirst transaction, as well as the financing of the company’s business operations for the current 2026 financial year totaling around EUR 16 million.

In order to implement the financing, the Executive Board, with the approval of the Supervisory Board, decided on a cash capital increase from authorized capital excluding the shareholders’ subscription rights by up to EUR 2,350,000.00 by issuing up to 2,350,000 new no-par value bearer shares at a subscription price of EUR 4.30. It was also decided to issue a new corporate bond 2026/31. It should have a volume of up to EUR 20.0 million and a fixed interest rate of 6.50 percent pa. Both issues are being privately placed with selected investors.

Based on existing agreements with selected investors for subscriptions totaling EUR 6.5 million for the cash capital increase and EUR 4.5 million for the 2026/31 corporate bond, the Management Board expects a total placement volume of at least EUR 11 million. In addition, the board expects a financing contribution of EUR 5 million from an investor with whom positive discussions have already been held and for whom an existing investor has also provided a default guarantee of EUR 3.5 million. Given this background and the continued possibility of generating further issue proceeds through the placement of the new corporate bond 2026/31 until the certificate is issued, the Management Board expects that there will be no risk warning issued by the auditor in accordance with Section 322 Paragraph 2 Sentence 3 of the German Commercial Code (HGB) as part of the issuance of the unqualified audit opinion.

However, due to deferment agreements with individual creditors totaling around EUR 6 million, the company still needs further financing beyond the next 12 months.

The completion of the audit and the certification of the company’s consolidated and annual financial statements for the 2025 financial year can only be completed after the implementation of the decided cash capital increase has been registered in the company’s commercial register, which the Management Board expects within the next few days based on the agreements already in place with selected investors. This means that the publication of the 2025 annual report is expected to be postponed to mid-April 2026.

Furthermore, the Management Board decided today, after the issuance of the unqualified audit opinion for the consolidated and annual financial statements for 2025, from selected creditors of the convertible bond 2023/2027 (ISIN DE000A30V885), the convertible bond 2023/2028 (ISIN DE000A351P38) and the corporate bond 2025/2030 (ISIN DE000A4DFUP9) Partial bonds with a volume of up to EUR 16 million against the issue of new shares in the company and partial bonds of the new corporate bond 2026/2031 to be repurchased by means of a so-called mixed capital increase in kind.

The capital increase in kind is to be carried out at an issue price to be determined above the current LAIQON share price. A lock-up until the annual general meeting in 2027 is to be provided for the new shares issued as part of the capital increase in kind.

Due to the mixed capital increase in kind, the total volume of the two convertible bonds 2023/2027 and 2023/2028 as well as the corporate bond 2025/2030 is expected to decrease significantly by around EUR 16.0 million, while equity capital is expected to increase by around EUR 9.5 million. The repayment obligations for the convertible bonds 2023/2027 and 2023/2028 should ultimately be reduced from EUR 25 million to around EUR 12 million if no conversions are accepted by the end of the term. The repayment obligations of the corporate bond 2025/2030 are to be reduced from EUR 10.8 million to up to EUR 7.8 million.

Finally, the Executive Board decided today, with the approval of the Supervisory Board, to examine and prepare a change from the Scale over-the-counter segment to the Prime Standard (regulated market). The change should, if possible, be implemented in the 2027 financial year.

Contact:

LAIQON AG
Hendrik Duncker
IR/PR
At Alster 42
20099 Hamburg
Tel: +49-40-325678-145
Email: [email protected]