Annuncio • Oct 21
G2 Acquisition Inc. Intends to Promote A Delisting of the Shares in ZignSec from Nasdaq First North Growth Market On 4 September 2024, G2 Acquisition Inc.("Offeror") announced a public takeover offer to the shareholders of ZignSec AB to acquire all outstanding shares in ZignSec at a price of SEK 1.38 in cash per share and SEK 1.13 in cash per warrant of series TO1 ("Offer"). As of 17 October 2024, the Offer has been accepted by holders of 164,660,544 shares, corresponding to approximately 79.69% of the total number of shares and votes in ZignSec and by holders of 15,354,363 warrants of series TO1 corresponding to 97.69% of the outstanding warrants of series TO1. The Offeror has decided to extend the acceptance period to 6 November 2024 to give shareholders who have yet to accept the Offer an opportunity to do so. At the time of announcement of the Offer, the Offeror did not own any shares in ZignSec, and has not acquired any shares in ZignSec outside the Offer. The Offeror does not hold any other financial instruments that provide financial exposure to ZignSec's shares. Payment of consideration for shares tendered in the Offer will be made as soon as possible after an announcement by the Offeror that the Offeror has decided to complete the Offer. Provided that such announcement is made no later than on 8 November 2024, payment is expected to commence on or around 14 November 2024. The Offeror reserves the right to further extend the acceptance period and to postpone the date of payment of the consideration. If the Offeror, in connection with the Offer or otherwise, becomes the owner of more than 90% of the shares in ZignSec, the Offeror intends to initiate a compulsory redemption procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire the remaining shares in ZignSec. In connection with such redemption procedure, the Offeror intends to promote a delisting of the shares in ZignSec from Nasdaq First North Growth Market. New Risk • Sep 05
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of German stocks, typically moving 27% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (27% average weekly change). Earnings have declined by 43% per year over the past 5 years. Shareholders have been substantially diluted in the past year (51% increase in shares outstanding). Minor Risk Market cap is less than US$100m (€12.2m market cap, or US$13.5m). New Risk • Aug 30
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: €6.82m (US$7.54m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 43% per year over the past 5 years. Shareholders have been substantially diluted in the past year (51% increase in shares outstanding). Market cap is less than US$10m (€6.82m market cap, or US$7.54m). Minor Risk Share price has been volatile over the past 3 months (8.0% average weekly change). Board Change • Jul 01
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Director Philip Romsell was the last director to join the board, commencing their role in 2024. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • May 17
First quarter 2024 earnings released First quarter 2024 results: Revenue: kr22.0m (flat on 1Q 2023). Net loss: kr18.9m (loss narrowed 19% from 1Q 2023). Annuncio • Apr 30
ZignSec AB (publ) has filed a Follow-on Equity Offering in the amount of SEK 33.5 million. ZignSec AB (publ) has filed a Follow-on Equity Offering in the amount of SEK 33.5 million.
Security Name: Shares
Security Type: Common Stock
Securities Offered: 100,400,000
Price\Range: SEK 0.25
Security Name: Shares
Security Type: Common Stock
Securities Offered: 33,600,000
Price\Range: SEK 0.25
Transaction Features: Rights Offering New Risk • Mar 05
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 67% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-kr26m free cash flow). Earnings have declined by 54% per year over the past 5 years. Shareholders have been substantially diluted in the past year (67% increase in shares outstanding). Market cap is less than US$10m (€3.85m market cap, or US$4.19m). Reported Earnings • Feb 25
Full year 2023 earnings released: kr2.71 loss per share (vs kr2.49 loss in FY 2022) Full year 2023 results: kr2.71 loss per share (further deteriorated from kr2.49 loss in FY 2022). Revenue: kr172.6m (up 92% from FY 2022). Net loss: kr187.2m (loss widened 34% from FY 2022). Annuncio • Nov 29
ZignSec AB (publ) has filed a Follow-on Equity Offering in the amount of SEK 8.6449 million. ZignSec AB (publ) has filed a Follow-on Equity Offering in the amount of SEK 8.6449 million.
Security Name: Shares
Security Type: Common Stock
Securities Offered: 15,718,000
Price\Range: SEK 0.55 New Risk • Nov 29
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -kr26m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-kr26m free cash flow). Earnings have declined by 60% per year over the past 5 years. Shareholders have been substantially diluted in the past year (92% increase in shares outstanding). Market cap is less than US$10m (€5.04m market cap, or US$5.53m). Reported Earnings • Nov 26
Third quarter 2023 earnings released Third quarter 2023 results: Revenue: kr21.8m (up 1.9% from 3Q 2022). Net loss: kr25.6m (loss narrowed 3.0% from 3Q 2022). Annuncio • Nov 25
ZignSec AB (publ) to Report Fiscal Year 2023 Results on Feb 23, 2024 ZignSec AB (publ) announced that they will report fiscal year 2023 results on Feb 23, 2024 New Risk • Aug 28
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of German stocks, typically moving 8.9% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-kr27m free cash flow). Share price has been highly volatile over the past 3 months (8.9% average weekly change). Earnings have declined by 66% per year over the past 5 years. Shareholders have been substantially diluted in the past year (118% increase in shares outstanding). Market cap is less than US$10m (€4.39m market cap, or US$4.75m). Reported Earnings • Aug 27
Second quarter 2023 earnings released Second quarter 2023 results: Revenue: kr21.8m (down 6.8% from 2Q 2022). Net loss: kr21.3m (loss narrowed 38% from 2Q 2022). Annuncio • Jul 01
Zignsec AB (Publ) Approves Appointment of Abdalla Kablan as Ordinary Member of the Board ZignSec AB (publ) at its AGM held on June 30, 2023 approved to appointment of elect Abdalla Kablan as a ordinary member of the Board. Reported Earnings • May 26
First quarter 2023 earnings released First quarter 2023 results: Revenue: kr22.7m (down 6.6% from 1Q 2022). Net loss: kr23.4m (loss narrowed 4.9% from 1Q 2022). Annuncio • May 12
ZignSec AB (publ) Announces CEO Changes The Board of ZignSec AB (publ) and Alex Noton have agreed that effective immediately, Alex will transition away from his current role as CEO of the company and be replaced by its current Chief Sales Officer, Glenn Mac Donald. During the transition, Alex Noton will help Glenn extensively the next three months and then continue on the board of directors, pending being reelected in the upcoming Annual General Meeting. Glenn is an outstanding executive with extensive experience in the corporate and fintech industries. His exceptional leadership skills and ability to build high-performing teams have been evident in his numerous senior-level positions where he has effectively managed teams and driven growth. Previously, as the Chief Commercial Officer for International Card Services B.V., he executed strategies that significantly boosted the company's overall performance. His experience at Adyen and Dimebox includes building relationships with global payment networks and implementing global partner connections. Glenn's proven track record makes him an invaluable asset to any organization. The change of CEO is done to allow for an increase of the focus on sales and growth in the group with the company's best interests in mind. Reported Earnings • Feb 26
Full year 2022 earnings released: kr2.20 loss per share (vs kr2.56 loss in FY 2021) Full year 2022 results: kr2.20 loss per share. Revenue: kr91.4m (up 73% from FY 2021). Net loss: kr102.4m (loss widened 41% from FY 2021). Annuncio • Feb 02
ZignSec AB (publ) Appoints Daniel Grech as New Chief Technology Officer ZignSec AB (publ) announced the appointment of Daniel Grech as its new Chief Technology Officer. In this role, Daniel will lead the company's technology strategy and development efforts, which also includes oversight of its subsidiaries Web Shield, and Wyzer. Daniel is an experienced professional specializing in artificial intelligence, FinTech, and business process automation. He holds a degree in Computer Science from the University of Malta and a Master of Science in Statistics from the University of Sheffield. Over the past 12 years, Daniel has held numerous technical roles in various industries and countries. He has been involved in a variety of projects, such as the implementation of national corporate registries, risk assessment solutions for corporate service providers, procurement solutions for oil and gas companies, and the development of intelligent automated financial trading systems. He is passionate about no- code and low-code approaches to software development and automating manual tasks. Daniel joined ZignSec AB through the acquisition of Wyzer, a company of which he was a co-founder and CEO and has been active within the technology team of ZignSec since the acquisition. Reported Earnings • Nov 26
Third quarter 2022 earnings released: kr0.57 loss per share (vs kr0.71 loss in 3Q 2021) Third quarter 2022 results: kr0.57 loss per share. Revenue: kr21.8m (up 12% from 3Q 2021). Net loss: kr26.4m (loss widened 13% from 3Q 2021). Annuncio • Nov 25
ZignSec AB (publ) to Report Fiscal Year 2022 Results on Feb 24, 2023 ZignSec AB (publ) announced that they will report fiscal year 2022 results on Feb 24, 2023 Reported Earnings • Aug 25
Second quarter 2022 earnings released Second quarter 2022 results: Revenue: kr23.9m (up 300% from 2Q 2021). Net loss: kr34.2m (loss widened 215% from 2Q 2021). Annuncio • Jul 28
ZignSec AB (publ) has completed a Follow-on Equity Offering in the amount of SEK 59.204677 million. ZignSec AB (publ) has completed a Follow-on Equity Offering in the amount of SEK 59.204677 million.
Security Name: Shares
Security Type: Common Stock
Securities Offered: 16,915,622
Price\Range: SEK 3.5
Transaction Features: Rights Offering Annuncio • Jul 01
ZignSec Launches its New Portal ZignSec announced the launch of its new Portal, a compliance orchestration platform providing clients with a convenient way to access ZignSec’s portfolio of integrated, KYC, KYB, and AML compliance solutions. The launch of the portal is accompanied by a new web presence. The new Portal is expected to drive customer growth by simplifying the onboarding process and making it easy for ZignSec’s existing customer base to discover and purchase more relevant products. The compliance orchestration platform is a Software-as-a-Service (SaaS) portal that creates a comprehensive picture of an individual or a company. It rapidly streamlines and simplifies customer onboarding and KYC/AML. The portal also enables ZignSec’s customers to connect to ready-made KYC/B workflow solutions without needing to code – all complete with data analysis, user management, and a flexible billing system. Reported Earnings • May 26
First quarter 2022 earnings released First quarter 2022 results: Revenue: kr24.6m (up 376% from 1Q 2021). Net loss: kr24.6m (loss widened 181% from 1Q 2021). Board Change • Apr 30
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 3 experienced directors. No highly experienced directors. Chairman of the Board Alexander Albedj was the last director to join the board, commencing their role in 2018. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Annuncio • Mar 01
ZignSec AB (publ) Announces CEO Changes The Board of ZignSec AB (publ) has appointed Alex Noton as the new CEO of ZignSec. Alex Noton has previously been CEO of Web Shield, ZignSec’s large subsidiary. Alex is replacing Timm Schneider and effective immediately Timm will transition away from his current role as CEO of ZignSec. During this transition Timm will stay on for three months to assist Alex as he assumes his new role within the ZignSec group. Alex has a solid background in ID-verification, M&A and strategic work and has been part of Web Shield since 2019. The reason for the change of CEO is to intensify the work with integrating the various companies within the ZignSec group and accelerate ZignSec's acquisition strategy. Reported Earnings • Feb 27
Full year 2021 earnings: Revenues and EPS in line with analyst expectations Full year 2021 results: kr2.18 loss per share (down from kr0.66 loss in FY 2020). Revenue: kr53.9m (up 278% from FY 2020). Net loss: kr73.7m (loss widened 444% from FY 2020). Revenue was in line with analyst estimates. Annuncio • Feb 19
ZignSec AB (publ) (OM:ZIGN) acquired 70% stake in Basis ID Group for €0.15 million. ZignSec AB (publ) (OM:ZIGN) acquired 70% stake in Basis ID Group for €0.15 million on February 17, 2022. The purchase price will be paid in cash with ZignSec's current cash balance.
ZignSec AB (publ) (OM:ZIGN) completed the acquisition of 70% stake in Basis ID Group on February 17, 2022. Reported Earnings • Nov 27
Third quarter 2021 earnings: Revenues in line with analyst expectations Third quarter 2021 results: Revenue: kr19.6m (up 376% from 3Q 2020). Net loss: kr23.4m (loss widened kr20.7m from 3Q 2020). Revenue was in line with analyst estimates. Reported Earnings • Aug 26
Second quarter 2021 earnings released The company reported a mediocre second quarter result with increased losses and weaker control over costs, although revenues improved. Second quarter 2021 results: Revenue: kr6.03m (up 82% from 2Q 2020). Net loss: kr10.9m (loss widened 315% from 2Q 2020). Annuncio • Jul 03
ZignSec AB (publ) (OM:ZIGN) completed the acquisition of Web Shield Limited. ZignSec AB (publ) (OM:ZIGN) entered in an agreement to acquire Web Shield Limited for EUR 28 million on June 9, 2021. The consideration includes The Upfront Consideration of EUR 20 million is paid with EUR 10 million cash and EUR 10 million is paid with newly issued ZignSec shares. The Consideration Shares are issued at SEK 24.52 per share, equal to the VWAP on Nasdaq First North Growth Market for the ten consecutive trading days preceding this announcement (excluding today's trading). 25 percent of the Consideration Shares will be subject to a 3-month lock-up and 75 percent will be subject to an 18-month lock-up, all from the date of signing the transaction. Furthermore, the sellers are entitled to a Deferred Consideration of up to EUR 8 million. The Deferred Consideration shall be paid within one month of Web Shield having completed the audited financial statements for the year 2021, but no later than September 1, 2022, and will be paid at 50 percent with cash and at 50 percent with shares. The subscription price for the Deferred Consideration Shares shall correspond to the VWAP for ZignSec's shares on the Nasdaq First North Growth Market during the 10 consecutive trading days prior to the issue of the Deferred Consideration Shares. The Deferred Consideration Shares will be subject to a one-year lock-up from the issue date. As part of the acquisition ZignSec will acquire subsidiaries Web Shield Services GmbH, Web Shield Services Polska sp.z.o.o and 50% of Web Shield Legal Services sp.z..o.o. ZignSec AB intents to carry out a directed share issue through an accelerated book building process. ZignSec has mandated Vator Securities to evaluate the possibility to carry out the Directed Issue. The purpose of the Directed Issue is mainly to finance the acquisition of Web Shield Limited as well as to finance the Company's operations in accordance with the Company's communicated strategy. In 2020, Web Shield had approximately EUR 4.6 million in total revenue. Closing of the transaction are subject to customary conditions including foreign investment approval, and closing is expected to take place during Q3 2021. Eversheds Sutherland is acting as legal advisor to ZignSec in this transaction.
ZignSec AB (publ) (OM:ZIGN) completed the acquisition of Web Shield Limited on July 2, 2021. The purchase price was paid partly by 4,109,094 shares in ZignSec and partly by a cash payment of EUR 10 million. Upon completion of the Transaction the sellers of Web Shield will own approximately 12.2 percent of the total number of shares and votes in ZignSec. 25 percent of the Consideration Shares will be subject to a 3-month lock-up period and 75 percent are subject to an 18-month lock-up period from the date of signing the transaction. Recent Insider Transactions • Jun 13
Chairman of the Board recently bought €102k worth of stock On the 10th of June, Alexander Albedj bought around 44k shares on-market at roughly €2.33 per share. This was the largest purchase by an insider in the last 3 months. This was Alexander's only on-market trade for the last 12 months. Annuncio • Jun 10
ZignSec AB (publ) (OM:ZIGN) entered in an agreement to acquire Web Shield Limited for EUR 28 million. ZignSec AB (publ) (OM:ZIGN) entered in an agreement to acquire Web Shield Limited for EUR 28 million on June 9, 2021. The consideration includes The Upfront Consideration of EUR 20 million is paid with EUR 10 million cash and EUR 10 million is paid with newly issued ZignSec shares. The Consideration Shares are issued at SEK 24.52 per share, equal to the VWAP on Nasdaq First North Growth Market for the ten consecutive trading days preceding this announcement (excluding today's trading). 25 percent of the Consideration Shares will be subject to a 3-month lock-up and 75 percent will be subject to an 18-month lock-up, all from the date of signing the transaction. Furthermore, the sellers are entitled to a Deferred Consideration of up to EUR 8 million. The Deferred Consideration shall be paid within one month of Web Shield having completed the audited financial statements for the year 2021, but no later than September 1, 2022, and will be paid at 50 percent with cash and at 50 percent with shares. The subscription price for the Deferred Consideration Shares shall correspond to the VWAP for ZignSec's shares on the Nasdaq First North Growth Market during the 10 consecutive trading days prior to the issue of the Deferred Consideration Shares. The Deferred Consideration Shares will be subject to a one-year lock-up from the issue date. As part of the acquisition ZignSec will acquire subsidiaries Web Shield Services GmbH, Web Shield Services Polska sp.z.o.o and 50% of Web Shield Legal Services sp.z..o.o. In 2020, Web Shield had approximately EUR 4.6 million in total revenue. Closing of the transaction are subject to customary conditions including foreign investment approval, and closing is expected to take place during Q3 2021. Eversheds Sutherland is acting as legal advisor to ZignSec in this transaction. Is New 90 Day High Low • Mar 02
New 90-day low: €1.78 The company is down 16% from its price of €2.11 on 01 December 2020. The German market is up 7.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the IT industry, which is down 5.0% over the same period. Reported Earnings • Feb 28
Full year 2020 earnings released: kr0.61 loss per share (vs kr0.53 loss in FY 2019) The company reported a solid full year result with improved revenues and control over costs, although losses increased. Full year 2020 results: Revenue: kr14.5m (up 110% from FY 2019). Net loss: kr13.5m (loss widened 31% from FY 2019). Annuncio • Dec 20
ZignSec AB (publ) (OM:ZIGN) entered into an agreement to acquire Wyzer Limited for SEK 71.2 million. ZignSec AB (publ) (OM:ZIGN) entered into an agreement to acquire Wyzer Limited for SEK 71.2 million on December 18, 2020. The consideration of SEK 15.25 million, of the Upfront Consideration will be paid with ZignSec shares (the "Consideration Shares"), based on the Volume Weighted Average Price ("VWAP") on Nasdaq First North Growth Market for the 10 consecutive trading days preceding this announcement (excluding today's trading) equal to SEK 22.05 per Consideration Share. 25 per cent of the Consideration Shares will be subject to a 3-month lock-up and 75 per cent subject to a 1-year lock-up from the date of completion of the transaction, SEK 15.25 million, of the Upfront Consideration will be paid in cash. The sellers are also entitled to an Earn-Out of up to SEK 40.7 million for the financial years 2021 and 2022. The Earn-Out is based on the net sales for the financial years 2021 and 2022 and calculated as 1x (one time) the net sales for the relevant financial year given that Wyzer's EBIT for the relevant year is positive and as 0,5x (five-tenths of) the net sales should Wyzer's EBIT for the relevant year be negative. The Earn-Out shall be paid in two tranches – one in 2022 (based on Wyzer's net sales for 2021) and one in 2023 (based on Wyzer's net sales for 2022) – and be paid 50 per cent in cash and 50 per cent in Earn-Out Shares unless the ZignSec chooses to pay either 100 per cent in cash or 100 per cent with Earn-Out Shares. By issuing the Consideration Shares, the number of shares and votes increase by 691,461. The share capital increases by approximately SEK 0.027403 million. For the year ended on August 30, 2020, reported revenue of SEK 5.5 million and EBIT of SEK 1.6 million. The transaction is subject to customary conditions including foreign investment approval. The transaction is expected to close during Q1 2021. The transaction is expected to result in an increasingly diversified business model with recurring revenues. Eversheds Sutherland Advokatbyrå AB acted as legal advisor to ZignSec. Annuncio • Sep 02
ZignSec AB (publ) has completed a Follow-on Equity Offering in the amount of SEK 40.000048 million. ZignSec AB (publ) has completed a Follow-on Equity Offering in the amount of SEK 40.000048 million.
Security Name: Shares
Security Type: Common Stock
Securities Offered: 2,285,717
Price\Range: SEK 17.5 Annuncio • Sep 01
ZignSec AB (publ) (OM:ZIGN) entered into an agreement to acquire a 70% stake in Data Depot Engineering Pte Ltd for $1.2 million. ZignSec AB (publ) (OM:ZIGN) entered into an agreement to acquire a 70% stake in Data Depot Engineering Pte Ltd for $1.2 million on August 31, 2020. As part of consideration, $0.6 million of the upfront consideration will be paid with ZignSec shares and $0.6 million upfront consideration will be paid in cash. As part of the transaction, 25% of the consideration shares will be subject to a 3-month lock-up and 75% subject to a 1-year lock-up from the date of completion of the transactions. The transaction is subject to customary conditions and closing is expected to take place during the fourth calendar quarter 2020. Eversheds Sutherland acted as legal advisor to ZignSec AB (publ).