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Bioretec Board Resolves New Stock Option Plan Covering 12% of Shares

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Key takeaways

  • Bioretec's board resolved a stock option plan for approximately 30 key persons and consultants, with up to 182,970,807 options issued.
  • The options correspond to a maximum of 12 per cent of all shares and votes after potential subscriptions.
  • The share subscription period ends on May 31, 2032, for both the 2026A and 2026B option classes.

Bioretec Ltd's board of directors resolved to establish a new stock option plan for about 30 key personnel and consultants, covering up to 182,970,807 options, or 12 per cent of shares and votes after potential subscriptions. The Finnish medical device company announced the resolution in a correction to its June 1, 2026 and July 7, 2026 company announcements, news.cision.com said on October 23, 2026.

How the Bioretec Option Plan Works

Bioretec Ltd is a Finnish publicly listed medical device company that designs and commercializes bioabsorbable orthopedic implants, including the RemeOs magnesium alloy and Activa PLGA polymer platforms, for fracture fixation in pediatric and adult orthopedic surgery. It distributes through direct sales in the U.S. and an approximately 40-country distributor network.

The board resolved the plan by virtue of an authorisation granted by the Extraordinary General Meeting of Shareholders on March 27, 2026. The options are issued gratuitously, with 97,584,430 marked 2026A and 85,386,377 marked 2026B. The shares subscribed for on the basis of the options correspond to a maximum total of 12 per cent of all shares and votes after potential share subscriptions, should new shares be issued.

The options vest gradually over four years, subject to continued employment or service. After a 12-month cliff, 40 per cent of the 2026A options and 25 per cent of the 2026B options will vest, with the remaining options of both classes vesting in equal quarterly instalments over the subsequent three years. The share subscription period starts when options vest and ends on May 31, 2032, for both classes.

The share subscription price for options 2026A and 2026B is the volume-weighted average share price during the one-month period commencing on April 29, 2026, plus a 20 per cent premium. For options granted to US taxpayers, the price is determined on the basis of the fair market value of the share at the time of grant, to comply with Section 409A of the U.S. Internal Revenue Code, and may differ between grants.

The theoretical market value of one stock option is EUR 0.0172, and the total theoretical market value of all stock options is approximately EUR 3,147,098, calculated using the Black & Scholes stock option pricing model.

Bioretec's Recent Funding and Cost Moves

According to akta.pro company records, Bioretec completed a EUR 12.9 million rights issue in April 2026 with an 87.1 per cent subscription rate, issuing nearly 1.29 billion new shares at EUR 0.01 each, with anchor shareholder Stephen Industries Inc Oy underwriting up to EUR 5 million and raising its stake to 39.34 per cent. The same records show full-year 2025 net sales of EUR 3,522 thousand, a 22.5 per cent decline from EUR 4,544 thousand in 2024, and Q1 2026 net sales of EUR 1,220 thousand.

Earlier Bioretec Milestones

In September 2026, the US FDA allowed Bioretec to commercialize a bioabsorbable compression screw, MarketScreener reported. Bioretec appointed Panu Mikkonen as Chief Financial Officer effective October 6, 2026, news.cision.com reported in August 2026, noting he brings nearly 30 years of finance experience. In June 2026, CEO Sarah van Hellenberg Hubar-Fisher acquired 1,660,000 shares on 2026-06-02 at 0.02258 EUR per share, news.cision.com reported.

What Comes Next for the Option Plan

The share subscription period for both option classes ends on May 31, 2032. The share subscription price will be credited to the reserve for the Company's invested unrestricted equity.

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Sources

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