Terms for investment in ITHG Dental AI ehf. – Seed Funding 2025

ITHG Dental AI ehf. (the “Company”) is conducting an open share offering to secure funding for continued development and market expansion. Below are the main points that apply to the purchase of shares at this stage:

1. Shareholding and Pricing

Investment offers are in the following standard units:

Share Amount (ISK)
1,000% 4.000.000 ISK
0,500% 2.000.000 ISK
0,250% 1.000.000 ISK
0,125% 500.000 ISK
  • The total valuation of the company (“pre-money valuation”) is 400,000,000 ISK
  • A shareholding is not considered active and no registration in the share register takes place until the company’s board of directors has formally approved the investor and payment has been made.

2. Board Approval

  • The company reserves the right to accept or reject any investment offer.
  • The buyer will receive an email confirming acceptance, including payment information and payment deadline.
  • Registration in the share register will only take place upon receipt of payment within the payment deadline.

3. Shareholders' rights

  • The buyer will acquire full rights as a shareholder according to the Private Limited Companies Act No. 138/1994, as amended, including voting rights and dividend rights.
  • Share capital will be registered in the company’s share register upon receipt of payment and formal confirmation by the board of directors.

4. No guarantee or safe resale

  • This investment involves risk and is intended for parties who are aware of the nature and extent of the risk.
  • The company’s shares are not listed on the market and it may be difficult to resell them.
  • Investors are encouraged to familiarize themselves with the company in detail and seek independent advice before making a decision.

5. Use of funds

The funding ahead – now and fall 2025
ITHG Dental AI is now seeking up to 30 million ISK in the final tranche of Seed funding to finance the following steps:

  • Complete the first two modules of the Oraxs software (Oraxs Book and Oraxs Connect)
  • Start formal operations in the US, with an office in Raleigh, NC
  • Start sales in key markets: Iceland, Norway and Sweden

This is the final step of the Seed funding. The next step will be Series A funding in September/October 2025, when the first products are ready and in use with customers.

6. Jurisdiction and Terms

  • All transactions will be conducted in accordance with Icelandic law and disputes will be subject to the Reykjavík District Court.
  • By completing and signing the sales agreement, the buyer fully agrees to the above terms.

NOTE:

  • This is an early-stage investment (Seed round) and the number of shares offered is limited.
  • The company reserves the right to terminate the sale at any time or change the financing conditions without notice.
  • This investment offer is not considered an offering under the Securities Transactions Act No. 108/2007 as the total amount of the offering does not exceed the threshold amount of EUR 8 million over a twelve-month period, cf. the exemption provision in the first paragraph of Article 50 of the Act.

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