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Zelluna ASA: Private Placement and Retail Offering successfully placed

• Private Placement and Retail Offering successfully completed, raising gross proceeds of approximately NOK 58.2 million
• Financing intended to strengthen Zelluna's position as the Company approaches initial clinical data and enhance financial flexibility to pursue future strategic opportunities
• Advancing ZI-MA4-1, the world's first MAGE-A4-targeting off-the-shelf TCR-NK therapy in clinical development
• On track for initial clinical data to emerge from mid-2026

18 June 2026: Reference is made to the stock exchange announcement by Zelluna ASA (the “Company”) on 17 June 2026 regarding a contemplated private placement of new ordinary shares (the “Private Placement”) and a retail offering of new ordinary shares facilitated through Nordnet Bank AB (the “Retail Offering” and, together with the Private Placement, the “Offerings”).

The Company is pleased to announce that the Private Placement has been successfully placed, raising gross proceeds of approximately NOK 55 million through the allocation of 2 972 973 new shares (the “Private Placement Shares”), each at a subscription price of NOK 18.50 per share (the “Offer Price”).

The Retail Offering has also been successfully placed, raising gross proceeds of approximately NOK 3.2 million through the allocation of 170 985 new shares at the Offer Price (the “Retail Offer Shares” and, together with the Private Placement Shares, the “Offer Shares”).

"We are grateful for the confidence and support shown by both existing and new investors. This financing strengthens Zelluna's position as we advance ZI-MA4-1, continue to expand the potential of our TCR-NK platform and approach anticipated initial clinical data from mid-2026. Our team remains focused on disciplined execution and on translating the promise of our science into new treatment options for patients with solid cancers," said Namir Hassan, Chief Executive Officer of Zelluna ASA.

Settlement and Dates

The Company’s board of directors has resolved to issue an aggregate of 3 143 958 new shares, whereof 2 972 973 Private Placement Shares and 170 985 Retail Offer Shares, each at the Offer Price, pursuant to the board authorisation to issue new shares granted by the Company’s annual general meeting held on 23 April 2026 (the "Board Authorisation").

Notices of allocation and settlement instructions in respect of the Private Placement are expected to be sent to applicants on or about 18 June 2026.

Settlement of the Offer Shares allocated to applicants in the Private Placement and/or the Retail Offering (the “Applicants”) will be settled on a delivery versus payment ("DVP") basis by delivery of existing, unencumbered shares in the Company already listed on Euronext Oslo Børs, pursuant to a share lending agreement between the Manager, the Company, Radforsk Investeringsstiftelse and Gjelsten Holding AS (the "SLA").

The Offer Shares are expected to commence trading on Euronext Oslo Børs on or about 18 June 2026. Settlement is expected to take place on or about 22 June 2026. Offer Shares will be delivered to the Applicant’s VPS account as soon as practicable after full payment has been received.

The share loan pursuant to the SLA will be settled with new shares in the Company to be issued pursuant to the Board Authorisation.

Please refer to the Nordnet website for further information regarding payment and delivery in respect of the Retail Offering: www.nordnet.no/aksjer/ipo-emisjon.

Following registration of the share capital increases pertaining to the Offer Shares with the Norwegian Register of Business Enterprises and the Norwegian Central Securities Depository (Euronext Securities Oslo, VPS), the Company’s registered share capital is expected to be NOK 29 413 759, divided into 29 413 759 shares, each with a nominal value of NOK 1.00.

Equal Treatment

The Board has considered the structure of the Offerings in light of the equal treatment requirements under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act and is of the opinion that the Offerings are in compliance with those requirements. Reference is made to the Company’s announcement of earlier on 17 June 2026 in this regard.

Advisors

The Company has appointed ABG Sundal Collier ASA as Manager and Bookrunner in relation to the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.

For more information, please visit www.zelluna.com or contact:

Namir Hassan, CEO 
Email: namir.hassan@zelluna.com 
Phone: +44 7720 687608

Geir Christian Melen, CFO 
Email: geir.christian.melen@zelluna.com 
Phone: +47 913 02 965

***

This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Joachim Midttun, Finance Manager in Zelluna ASA on 18 June 2026 at 00:20 (CEST).

About Zelluna ASA

Zelluna ASA (OSE: ZLNA) is a Company pioneering allogeneic 'off-the-shelf' T Cell Receptor-based Natural Killer (TCR-NK) cell therapies for the treatment of solid cancers. The company's platform combines the innate killing power of NK cells with precise solid tumour targeting of TCRs, designed to address the limitations of current cell therapies in solid tumours. The company's lead candidate, ZI-MA4-1, is the world's first MAGE-A4 targeting TCR-NK therapy expected to enter clinical trials in 2026. Zelluna is headquartered at the Oslo Cancer Cluster Innovation Park in Oslo, Norway and is listed on the Oslo Stock Exchange under the ticker ZLNA.

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates, nor any of their respective directors, officers, employees, advisors or agents, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The Manager is not acting as bookrunner in the Retail Offering. The Manager and its affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. The Manager will not regard any other person as its client in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “aims”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This announcement is for information purposes only. It does not purport to be complete, and it is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement. The Company and the Manager, and their respective affiliates, expressly disclaim any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.