This time, a directed share issue for capital raising ![]()

This time, a directed share issue for capital raising ![]()

Janne Vertanen is one of Verman’s owners, which in turn is the sixth largest shareholder. He has started investing his own money in the company. The main owners and the CEO have faith in the company, so they wouldn’t invest 400,000 euros if they didn’t know they would get it back.
Paying the price of that factory in shares should keep this stock at its current level for the rest of this year, so that Juha Kariluoto can secure a nice retirement pot for himself. At the same time, the management gets the peace of mind to build this into a good growth company for their own retirement days.
More money has clearly been needed to acquire material for the subcontracted parts.
The company has tied up working capital for a large customer project, and has limited sources of additional working capital and debt financing to compensate for the temporary increase in working capital needs. Eagle is a subcontractor to this project where a large corporation has won a contract to deliver various gas turbine components. Eagle’s deliveries for the project are expected to commence in the near future. The Board has decided that carrying out a Directed share issue is the best solution for all company shareholders, as organizing a rights issue would cause significantly higher costs and there would be a material risk that the rights issue would remain substantially undersubscribed. In addition, the timetable for organizing a rights issue would negatively affect the company´s ability to carry out its business as planned. Considering the Company´s operating environment, with fast-paced changes in working capital needs (due to for example new orders, delays in inbound material or customer payments) as well as the company’s limited sources of working capital- and debt financing a Directed Share Issue is as this point the best way to raise capital in a time and cost-effective manner.
H1 was a transition period. A large delivery was delayed due to the client and will be recognized as revenue in H2; management aims for EBITDA and cash flow positive in H2. Automation will be implemented in Q3. The financial situation is tight, but this has not been a surprise. Tools and owner incentives support continuation, as the main owners already hold over 2/3 of the company. Furthermore, due to the earn-out structure (decided in 2021 through a 15% final stake, affected by 2023-2025 figures), the main owners are not in a hurry to show peak figures before the end of 2025.
H1 figures: revenue 1.9 M€, EBITDA -1.65 M€, operating profit -2.22 M€; order book 1.1 M€. These figures are not very significant at the moment, as it has been explained why H1 was like this and poor figures were expected.
A large delivery is delayed until H2, when it is intended to be recognized as revenue; the H2 target is EBITDA and cash flow positivity.
Data supports the transition: finished goods grew 0.17 → 0.74 M€ and accounts receivable decreased 1.39 → 0.58 M€ → this is more about timing than payment terms. Capital has been obtained from accounts receivable for deliveries.
Capacity & cost: The new automation line is planned to be operational in Q3. Its implementation will lower unit costs and increase throughput.
Financial position: cash 0.23 M€, net debt 5.89 M€, equity ratio 7.5%; the company states directly that additional financing may be needed in H2 (in practice, a share issue is likely the only option at this stage) and loan repayment schedules are being negotiated.
In June, a directed issue of ~1.3 M€ / 19.54 M new shares was made; the board has AGM authorizations for further share issues.
Earn-out incentive: The price of the 15% additional stake purchased in 2021 is tied to 2023–2025 revenue/EBIT (maximum would require 44.4 M€ cumulative revenue or 8.9 M€ cumulative positive EBIT); 75% can be paid in shares → low figures now reduce the price and support the owners’ strategy. At the same time, the share price remains low with abysmal figures, allowing over 20 million shares to be obtained for the seller in a share issue at the current price..
Owners’ “skin in the game”: management & board own 58.8 M shares + options → They have a strong interest in keeping the company running beyond H2.
Market background: the share of gas electricity and filter demand support the Clean Energy business, although competition may depress prices; in Advanced Materials, tests are ongoing and first orders are being sought for H2. These have long testing periods and that market requires time before it fully opens.
Summary: EF is not collapsing. H1 was weak, but structurally, incentives (earn-out + possibility to pay with shares) favor moderate figures until the end of 2025, while automation and the delayed delivery can turn cash flow positive in H2. Risks (financing, timing of deliveries) still exist, but the tools to manage them are on the table. The owners of 2/3 of the company will keep it afloat in any case.
Outside the TOP-100 owners, there are approximately 10 M shares. Probably a few newer owners on that list got scared by the figures and panicked, selling everything, but those 10 M shares do not move easily there, as people have been monitoring the situation until now.
After a day of digesting these figures and limited information from the H2 report.
Thesis in brief:
The year 2025 is intentionally poor in terms of figures because the price of the 15% additional transaction (earn-out) for the factory business agreed in 2021 is determined by the 2023–2025 figures, and payment can be made mainly in shares (75%).
→ Moderate results keep the price in check for the buyer, and a low share price increases the number of shares for the seller. Management optimizes the overall situation to this “compromise point”. Therefore, good figures should not be expected until that deal is finalized.
Where we stand now
What this means for investors
EF is consciously in a transition year. The factory deal incentives favor low figures until the end of 2025, but the ownership background and ready financing options will certainly keep the company afloat. For a risk investor, the setup is attractive: the asymmetry is upwards, and the actual revaluation will naturally begin after the earn-out.
Shares can now be acquired cheaply from those who only look at the figures but don’t understand the whole picture. Based on some Kauppalehti summary, no one will certainly invest in this, meaning the owners are exactly what management wants. They are not seeking quick profits but are looking towards the 2026-2027 horizon.
This factory acquisition story is truly incredible. People boldly claim that the company aimed for 44 million euros in revenue in 2025, but intentionally messed up and will perhaps only make 4 million euros in revenue in 2025… to avoid paying 3 million euros instead of 2 million euros for the factory acquisition. That is, to avoid paying an additional 1 million euros. The business was ruined because of this. Oh dear.
Many here repeat that for Eagle, “production is the bottleneck,” but if you look at the company’s reports from the past couple of years, the numbers show quite the opposite. Below are the most important sales-related key figures (million euros):
Order intake
2023: 6.1
2024: 5.0
H1/2025: 1.7
Order backlog (at year-end)
2023: 3.6
2024: 1.2
H1/2025: 1.1
Revenue
2023: 6.0
2024: 7.6
H1/2025: 1.9
So, order intake has dropped by about 70% in two years, and the order backlog by over 60%, even though production capacity has been increased and investments made in automation. If demand were truly strong and problem-free, and only production limited deliveries, these figures would hardly look like this.
Can’t one directly conclude from this that the problem is actually on the sales and demand side, not in production?
I somewhat question the name of the thread, because Eagle filters is not a leader in the Turbine air filtration market.
AFF has been for about 50 years. Here’s one view of the top 10, in Finland they might be, perhaps?
“Gas Turbine Air Filter Systems Market size was valued at USD 1.2 Billion in 2024 and is forecasted to grow at a CAGR of 9.3% from 2026 to 2033, reaching USD 2.5 Billion by 2033.”
Reflecting on this information, Eagle is a relatively small player in gas turbine air filtration.
You are absolutely right that saving a million euros on the factory deal price makes no sense if the cost is that the company doesn’t achieve the excellent results expected (over €44M turnover and positive cumulative profit from 2023-2025 figures). No, there isn’t the slightest shred of sense in that.
Instead, if you look at how the company operated until the summer of 2023 and 2024, you’ll notice that they were genuinely trying to increase turnover and make the purchase price favorable for the manager who sold the factory. It was just realized that with the current game, it’s difficult to reach the goal because production involves a lot of manual work and scaling up isn’t possible. Vesa Puttonen has said that he intended to go to the 2024 general meeting, but he forgot to register and called the CEO to ask if he could still come. The CEO had said that there were only a handful of people present, but next year a larger hall would be needed. So, at least until now, the intention was to try to maximize production. Now there weren’t even any surprise elements to interrupt, like the corona pandemic or the war in Ukraine, because they were already in the past. After that, someone in management realized that they could get a larger ownership stake for themselves and get things in order by not doing what was originally planned.
Because the share price was lagging at bankruptcy levels, it was realized that through directed share issues, they could eventually grab 2/3 of the factory for their own insiders and practically acquire full control of the company. At the same time, production growth can be planned and carried out calmly without the pressure of quarterly results, allowing the factory and processes to be put in order in the future and, if necessary, replicated in new factories. Automation always needs to be designed and implemented on a case-by-case basis; there is no ready-made solution for such units. This, in particular, takes time and doesn’t happen quickly.
One side note to this is that the party who sold the factory agreed to the purchase price being paid 75% in shares instead of 50%. If the company were going down the drain, they would certainly try to get all available cash out. In fact, it would have been done years ago, instead of burning money to keep the company afloat. This would have been knocked out long ago.
Since the markets are still pricing this as a company going bankrupt, the factory seller might well have a field day after the turn of the year when the audited figures come out and the purchase price is determined. Then, at the current price, 10 million more shares will be credited to the account than if the price were, say, around 10 cents. It’s most advantageous to acquire them precisely in this way, and the lower the price can be driven, the greater the multiplier for the number of shares received. This will yield millions much more than if the sum were paid in cash.
That’s why it’s a good time to introduce full factory automation, making the result as bad as possible. However, the situation is now such that no one has bought this company based on its key figures for years; a fairly large portion of the owners know the same thing I explained above, so even a dismal result won’t faze them.
If the company were genuinely doing poorly, no more money would be pumped into it, nor would extremely expensive automation solutions be implemented relative to the company’s size; instead, it would have been shut down long ago. Now, not all projects are even properly communicated to the market; instead, information is handled in such a way that a share issue announcement mentions that the funds will be used for a project where Eagle is a subcontractor to a larger operator. The intention is that no financial journalist bothers to read these announcements and thus doesn’t write articles about them for the newspaper. That’s why the timing of the communication is, for example, Friday, to ensure they are definitely out drinking and will look at the news next on Sunday.
Since there is no information outside the current ownership base about how the company is really doing, the share price remains in its current state, and the party who sold the factory is now receiving approximately 23 million shares (at the 0.065 level) and half a million in cash. When the price is in cents, the multiplier is really high. At seven cents, you get only 21 million shares, and at 10 cents, 8 million fewer shares than at the current level. If these are, say, one euro each in five years, then there is real leverage there, and one no longer needs to worry about what to do to get by in retirement.
All in all, this is not a conspiracy, but a pragmatic strategy in a small industrial company where the owners are playing the long game.
This story makes me a bit suspicious, so you’re saying that
This sounds quite peculiar. I’ve seen a fair bit of business life, but I haven’t yet seen a situation where owners would intentionally halt sales so they could finance the company from their own pocket.
You are also absolutely right that such a setup sounds really strange at first glance – why on earth would any owner intentionally slow down sales and simultaneously pour their own money in? It doesn’t sound logical on paper. But if you look at what actually happened until summer 2024 and what happened after that, the pieces of the puzzle fall into place surprisingly well.
Until 2024, they were full throttle: sales were growing, order backlog was increasing, and the goal was to fulfill the factory deal’s earn-out – meaning to sell enough to reach the cumulative revenue and profit target of 44 million euros. That was in everyone’s interest, including the party that sold the factory, who benefited from strong results.
But at some point (presumably in spring or summer 2024), reality hit hard. Production was still labor-intensive, scaling was not easy, and large customer deliveries were at risk of delays if, for example, more material defects occurred. Not because they wanted to hide anything, but because the process simply couldn’t handle the load. At that point, a strategic decision had to be made: either continue forcefully and burn cash unnecessarily, or pause for a moment, automate the lines, and build a foundation for 2026–2027 growth.
This latter option was more sensible. When it was simultaneously noticed that the share price was lagging at the cent level and the market was pricing the company like a bankruptcy candidate, an opportunity arose to play the long game. If the earn-out is paid mainly in shares, it’s a completely different matter whether they are paid at a seven-cent price or ten cents. That difference alone provides leverage of several million euros for the selling party’s benefit, if/when this is ever priced as a growing and profitable industrial company.
So, this is not about “stopping sales and burning our own money,” but about the board and owners realizing that the old model would not achieve the targets. That’s why they took a gap year, automated, wrote down everything possible, and sorted out the financing with their own money – not because they wanted to destroy the company, but because otherwise, it would never scale up.
If the company were truly going bankrupt, no one would put more money into it, especially not insiders. Now, they are building a foundation so that when the line operates automatically and the cost per filter decreases, the same demand will generate a completely different margin. 2025 is therefore intentionally a bad year, so that in 2026–2027, the scaling leap can be taken without the brakes of old processes.
This is not some classic “sales on hold” plot, but a small company’s pragmatic strategy that leverages the situation – low share price, earn-out structure, and investment timing – so that ownership remains tightly with insiders and future returns are multiplied.
If the share price ever awakens, the seller will get a big payout, and the owners will have a ready, automated factory that generates profit without labor-intensive bottlenecks. There’s no mystery to it, just a long game that the market doesn’t yet know how to price.
Eagle bought the factory property it uses in Kotka. It uses 1/3 of the space, the rest is rented to other tenants. If it were found that production is a bottleneck, then it would be advisable to 1) continue current production with old manual lines and 2) build new automatic lines next to it in the same property. In this case, revenue could still be kept at the 7 million euro level (2024), which would have a very significant positive cash effect compared to the current situation where owners’ money is constantly burning. And once the new lines are ready, sell them to full capacity, or even sell them to full capacity before completion and deliver when ready.
This is how it should be done business-wise. Now the above has been done, except it hasn’t been sold. Revenue, order book, and order intake have all dramatically decreased. And the explanation for this is said to be the purchase price of Eagle Filter Oy shares.
Eagle Filters Group Oyj’s 2024 financial statements state the following:
“Acquisitions - Eagle Filters Group’s long-term and short-term other liabilities include a purchase price liability related to the share transaction of 15% of Eagle Filters Oy’s shares carried out in 2021. The purchase price of the shares is tied to Eagle Filters Oy’s revenue and EBIT development for the financial years 2023–2025. The purchase price can be a maximum of 3.0 million euros, which would require Eagle Filters Oy’s cumulative revenue for 2023–2025 to be 44.4 million euros or Eagle Filters Oy’s combined annual positive operating profits for the corresponding period to be 8.9 million euros. The company has agreed on the payment schedule for the purchase price, and the purchase price will be paid in installments during 2025–2026 (previously 2024–2026). The company has the option to pay 75% (previously 50%) of the purchase price with the company’s shares. The 2024 financial statements record a conditional purchase price of 1,987 thousand euros, of which 1,155 thousand euros is short-term debt. The change in the purchase price made in the 2024 financial year is -41 thousand euros.”
Observations from this
So, in this respect, this purchase price story holds true. In addition, the company’s management, board, and main owners are currently financing the company year after year, meaning the management has enough faith. This is one of the biggest positive signals one can find in companies - when insiders buy, you buy too.
But what is not true here is that sales, order intake, and order book have dramatically collapsed. If 2025 revenue ends up at 4 million euros, that is 3.5 million euros less than the previous year. Roughly at least half of that drop flows directly to the bottom line. So, if it had been sold like last year, the company’s business operations would have paid the larger cash portion of that purchase price (100% cash instead of 75% shares).
Situations where it is advisable to put sales on hold are very rare. I see two options here: 1) sales have not really picked up, or 2) a world record in shady dealings has been made here, and at least the company’s interest has not been pursued.
If option 1), then why does the management continue to finance this when there is hardly any demand?
If option 2), then why are prominent investors involved, who are still investing more of their own money?
This case is very strange.
True. From a business perspective, the most sensible solution would have been to keep the old manual line operational until the new automation was fully up and running – or at least on standby. This way, revenue would have remained close to the 2024 level (€7.6 million), cash flow would have been positive, and investments could have been made against own earnings without continuous additional financing from owners. Now it seems that the old line has been at least partially shut down before the new one is properly in production, which has directly impacted the H1/2025 figures.
The previously announced one-third utilization of the Kotka factory’s floor area is accurate, but that was some time ago, and there is no information on the current utilization rate. Rental income primarily comes from storage facilities and does not generate significant cash flow for the company. Everything depends on how quickly the new line can be stabilized and how much capacity is truly available.
The logic of the purchase price debt is also exactly as you described. The earn-out from the 2021 factory acquisition is tied to 2023–2025 revenue and EBIT, and since 2025 will be clearly below the 2024 level, the final payment will likely remain around two million euros. The option to pay 75% in shares (previously 50%) makes the situation favorable for the buyer: the lower the share price, if he sees upside potential, the greater the number of shares received, and thus the stronger the leverage. At a share price level of €0.06–0.07, we are easily talking about tens of millions of shares, which practically significantly increases Kariluoto’s ownership.
In the share issue announcement on June 13 (published on Friday at 7 PM), the company stated for the first time that working capital is tied to a large customer project where Eagle acts as a subcontractor in the supply of gas turbine components for a large corporation. This explains why cash was needed quickly and why the issue was made at that specific time. The issue financing was the fastest and practically the only option, as loan financing would likely no longer have been available with the current figures. Insiders knew this and invested because they understand that the project’s cash flow will return later – essentially “a loan to oneself” that pays itself back with interest when deliveries begin.
The timing and manner of the announcement are clearly deliberate. Eagle has for some time communicated with the stock exchange only in English, which limits visibility in domestic media. Financial journalists simply do not follow Friday evening English-language announcements, especially after trading hours, from a small company, so the market did not react at all. This way, the information is officially public but practically unnoticed; a way for a small First North company to fulfill its disclosure obligations without unnecessary attention before the project’s results are reflected in the figures.
Insiders invest because they clearly see that the returns from automation and the customer project will materialize later. Outwardly, this seems quiet, but in reality, the foundation for the next growth phase is being built. Since nothing had been previously disclosed about this project, and regarding the fabric business, it has only been said that the first deliveries have been sent, these could open up markets much larger than even filters. Filter fabrics can be used much more widely, and their market is at least 10-15 times larger than that of gas turbine filters. Eagle’s filter material, which has the lowest pressure drop on the market, should be in demand because the magnitude of the pressure drop directly affects, for example, the electricity consumption of air conditioning units.
HIGHLIGHTS OF THE REVIEW PERIOD
JULY – SEPTEMBER 2025
Order intake decreased by 3 % and amounted to EUR 0.9 (0.9) million. The company has also won bids totaling EUR 2.3 million, which are not yet included in order intake and -backlog.
Order backlog amounted to EUR 1.3 (3.3) million at the end of the period.
In addition to the won bids, the company has secured new orders for over EUR 2.0 million after the review period.
Revenue increased by 59 % and amounted to EUR 0.7 (0.4).
EBITDA was EUR -0.5 (-1.4) million. As revenue has not reached targeted levels during Q3, EBITDA for H2 2025 will not be positive.
The operating result was EUR -0.8 (-1.7) million.
Automation- and robotics investments communicated in the half-year review have been completed.
The company has filed an application for a EUR 1.3 million product development project to Business Finland, relating to the Advanced Materials business area.
Eagle Filters Group will need to raise additional funding to support its working capital, investment needs, and liquidity during Q4 2025
There’s a lot happening here ![]()
The company has also won bids totaling EUR 2.3 million, which are not yet included in order intake and -backlog. In addition to the won bids, the company has secured new orders for over EUR 2.0 million after the review period.
The company has progressed in its material business. One European HVAC filter manufacturer has placed first orders and indicated an annual volume of appx EUR 0.5 million for its filter material requirements from Eagle.
and
The company has filed an application for a EUR 1.3 million product development project to Business Finland, relating to the Advanced Materials business area.
Is this a result of production automation?
Fixed costs (personnel- and other operating costs) decreased by 14 % compared to the comparison period and manufacturing processes have been improved, which has led to an EBITDA improvement.
And this clause is, of course, found every time
Eagle Filters Group will need to raise additional funding to support its working capital, investment needs, and liquidity during Q4 2025
The Q3/2025 report is in line with previous preliminary estimates: revenue and profit are intentionally kept low due to earn-out conditions, even though production capacity and actual order volumes are clearly higher. Let’s analyze the key findings in light of background information.
Revenue and Profit Management
Revenue Q3: €0.7M, 1-9/2025: €2.6M. The figures are surprisingly low relative to €2M in automation investments and “very high” inventories. Full inventories but deliveries postponed “due to customer reasons” suggest deferring revenue recognition. This supports the view that sales are being stretched into 2026 to make the 2023-2025 earn-out period appear weaker.
Change in Order Backlog and New Orders
Order backlog decreased from €3.3M to €1.3M (-60%), but in the same context, €2.3M in won bids and €2.0M in new orders from October are mentioned, which have not been recognized in the results. The decrease is softened in wording, and these new figures do not appear in official tables. It is likely that some orders have been moved out of the backlog so that the accumulation and inventories appear smaller at the time of reporting.
EBITDA Improvement
EBITDA -€1.4M → -€0.5M. The improvement does not come from sales growth but from cost cuts (-14%) and fixed depreciations. The company states “cost structure supports higher volumes” – meaning capacity is underutilized, and profit would improve immediately once deliveries are released.
Cash Situation
Q4/2025: “Eagle Filters Group will need to raise additional funding to support its working capital and liquidity.” Cash is empty, even though orders are on paper. Deliveries are not recognized as revenue, so cash flow is not moving. This is a prelude to a Q4 funding round, i.e., a new share issue. Share issue authorizations for approximately 40 million shares are still available.
Report Structure and Communication
The report is named “summary,” not an IFRS interim report, figures unaudited. “Timing of revenue recognition” is repeatedly mentioned. This is code for sales existing but not yet wanting to be booked.
Actual Situation
Area | In Report | Interpretation
Revenue | €2.6M, -49% | Intentional deferral to 2026
Inventories | “very high” | Finished production is idle, not recognized as revenue
Backlog | €1.3M, -60% | Moved to “won bids”
EBITDA | -€2.1M, -40% | Profit is being suppressed
Personnel | 63 → 51, -19% | Automation complete
Funding Need | Q4 publicly stated | Preparation for a new funding round, i.e., a share issue
My Own Thoughts
The report does not describe business weakness but rather reporting policy. Production is functioning, deliveries are strategically withheld to minimize the earn-out for 2023-2025. In 2026, a one-off recognition of revenues is expected, leading to a “surprising” profit improvement and increase in value. In a private company, this would be called profit smoothing; in a listed company, it is a borderline case but credible in an earn-out situation where it also provides a reason for a new share issue.
It seems that the volume per share is rising, and with it, the price. Automation has been implemented, and volume has been multiplied. At the same time, unit costs have been reduced. The fabric business now reliably generates a steady revenue stream of 0.5 ME per year, and will do even better in the future as more customers are acquired. Fabric production has been outsourced, and the opportunities there are more than tenfold compared to gas turbine filters (which is currently a market of approximately €1.5 billion), which is not insignificant either.
There are hardly any more people throwing their portfolios onto the market. Nor are there those who want to sell, because this is a quick +30% if one intends to get 100,000 units. It’s advisable to buy them carefully by clearing out the lowest level and almost finishing the next. After that, wait 0.1 min - 4 hours for someone to acknowledge the robot’s next batch, and then you can buy more.
Sofi Filtration, partly owned by Eagle, took second place in a startup competition for its filtration material innovation.
In addition, nearly a million in funding. Capital has been invested in Sofi Filtration before, but no longer by Eagle.
Otherwise, Sofi seems to have quite good commercial activity in the headlines. I haven’t delved deeper into the numbers to see what the revenue from these might be.
More news from there: https://www.sofifiltration.com/en/news
There isn’t significant value there in terms of numbers, but there might be some value in the technology. Otherwise, another million wouldn’t have been invested in it.

However, the overall picture suggests that something might still materialize on the bottom line at some point from the stake valued at zero in accounting.