Core Viewpoint - Tonner Drones is launching a capital increase through preferential subscription rights (PSR) to raise approximately €1 million by issuing new shares at a subscription price of €0.027 per share, accompanied by share subscription warrants [1][5][12]. Group 1: Capital Increase Details - The capital increase aims to issue a maximum of 38,841,273 new shares, potentially increasing to 44,667,463 shares if the extension clause is exercised, with gross proceeds of up to €1,206,021.50 [8][29]. - The subscription period for the new shares will be from September 25 to October 1, 2025, and the subscription ratio is set at 1 ABSA for every 14 existing shares [5][17]. - The subscription price of €0.027 per share represents a discount of 6.67% compared to the weighted average share price over the last ten trading sessions and a discount of 14.83% compared to the market price on September 11, 2025 [12][13]. Group 2: Objectives and Use of Proceeds - The capital increase is intended to reduce the company's debt, strengthen cash flow, enhance the R&D and investment budget, and further reduce costs by repaying part of the existing debt [6][3]. - The Chairman and CEO, Diede van den Ouden, has committed to guarantee 50% of the transaction and will subscribe to the new shares, demonstrating confidence in the company's future [3][43]. Group 3: Shareholder Impact - Following the capital increase, the largest shareholder, Diede van den Ouden, will increase his stake from 12.04% to 14.57%, while the audience's stake will decrease from 87.96% to 82.10% [46]. - Shareholders who do not participate in the capital increase will experience dilution of their ownership percentage [47]. Group 4: Subscription Rights and Warrants - Each new share will be accompanied by a BSA 2025-1 warrant, allowing the holder to subscribe to one new share at an exercise price of €0.029 until January 9, 2026 [2][9]. - The BSA 2025-2 will allow the holder to subscribe to two new shares at an exercise price of €0.025 from June 30, 2026, to December 29, 2028 [10][33]. Group 5: Timeline and Regulatory Aspects - The timeline for the capital increase includes key dates such as the detachment of preferential subscription rights on September 23, 2025, and the expected settlement and delivery of new shares on October 8, 2025 [40][32]. - The operation does not require a prospectus as the total amount is below €8 million, and the company will publish necessary regulatory notices [50][51].

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