Ensurge Micropower ASA – Business Update and Contemplated Fully Underwritten Private Placement
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Oslo, Norway, 8 July 2025
Business Update:
Ensurge Micropower ASA ("Ensurge" or the "Company") is pleased to provide the following business update:
As previously communicated, Ensurge aims to demonstrate and deliver 28-layer sample batteries to evaluation customers during the summer of 2025. The focus is on building 11-layer and 28-layer and commence production of 43-layer batteries soon after the 28-layers are at an acceptable standard and battery cell yield is at the required level. The sample batteries are expected to be shipped to customers and strategic partners in Q3-2025. Product qualification and certification will start shortly after the first demonstration and shipment and is expected to take four months to complete.
Further to previous disclosures regarding Ensurge’s joint development efforts with a Fortune 500 company, the Company is pleased to announce that it has made very good progress on the technology cooperation with this company, which cooperation is expected to result in a multi-year cooperation agreement and, potentially, financial contribution or investment by the Fortune 500 company in Ensurge. Ensurge has engaged a US investment bank, Canaccord Genuity LLC, to support the Company in reaching mutually beneficial definitive agreements.
The current pipeline of Ensurge consists of 130+ commercial leads. The Company has signed one more evaluation agreement with a medical device company and sees meaningful engagement with some leading customers that is expected to result in paid development work.
Contemplated Fully Underwritten Private Placement:
Ensurge has engaged Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) (the "Managers") to advise on and effect a contemplated private placement in the Company of 40 million new shares in the Company (the "Offer Shares") raising gross proceeds of NOK 50 million (the "Private Placement"). The subscription price per Offer Share (the "Offer Price") is NOK 1.25 per Offer Share.
Certain existing shareholders, including Svelland Global Trading Master Fund, have subject to customary conditions, committed to underwrite the Private Placement pursuant to underwriting agreements entered into with the Company (the "Underwriters"). A total underwriting fee equal to 3% of the underwriting commitment will be payable by the Company to the Underwriters in the form of 1,200,000 new shares in the Company at the Offer Price (the “Underwriting Shares”).
In addition, the board of directors of the Company (the “Board”) will propose that all investors in the Private Placement are granted one (1) warrant (Nw.: frittstående tegningsrett) for every two (2) Offer Shares allocated to them in the Private Placement (the “Warrants”). The Warrant is transferable but will not be admitted to trading on Oslo Børs. Each Warrant will be free of charge and give the right to subscribe for one new share in the Company at an exercise price of NOK 1.50 per share. The Warrants may be exercised from 1 December 2025 at 09:00 (CET) to 12 December 2025 at 16:30 (CET) (the “Exercise Period”). Following expiry of the Exercise Period, all Warrants not exercised will lapse without compensation. Completion of the Private Placement through delivery of the Offer Shares is not conditional upon the Warrants being issued and subscription for the Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by applicants if the Warrants are not issued. Issuance of the Warrants are subject to approval by the Company’s general meeting, where an extraordinary general meeting is expected to be held on or about 1 August 2025 (the ”EGM”).
The net proceeds from the Private Placement will be used to (i) accelerate development of higher-capacity battery variants (first 28-layer and then targeted 43-layer), (ii) step up sales and marketing activities, (iii) strengthen the Company's financial flexibility and (iv) for general corporate purposes. While the Company anticipates that agreements with partners (strategic and customers) will contribute towards coverage of the Company's cash expenses, there is a risk in terms of timing of such agreements.
The application period for the Private Placement will commence today, 8 July 2025 at 09:00 CEST and is expected to close no later than 8 July 2025 at 16:30 CEST (the "Application Period"). The Company, in consultation with the Managers, reserves the right to at any time and in its sole discretion resolve to close or extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The final number of Offer Shares will be determined at the end of the Application Period, and the final allocation will be made at the sole discretion of the Board after consulting with the Managers. The allocation will be based on criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 9 July 2025 through a notification to be issued by the Managers.
The Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement entered into between the Company, the Managers and certain existing shareholders (the "Share Lending Agreement"). The Share Lending Agreement will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorization by the Company's annual general meeting held on 15 May 2025 (the "Authorization"). Settlement of the Private Placement is expected to take place on a delivery versus payment basis on or about 11 July 2025.
Completion of the Private Placement is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made, including the Board resolving to allocate and issue of the Offer Shares and Underwriting Shares by use of the Authorization, (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares and Underwriting Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares and Underwriting Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo ("VPS"), (iii) the underwriting agreements remaining in full force and effect and the (iv) the Share Lending Agreement remaining in full force and effect.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider carrying out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below).
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and an extraordinary general meeting, (iii) the prevailing market price of Ensurge's shares being higher than the Offer Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority, Ensurge will consider whether to carry out a subsequent offering (the "Subsequent Offering") of new shares and warrants in the Company. A Subsequent Offering will, if made, be directed towards existing shareholders in the Company as of 8 July 2025, as registered in Ensurge's register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after registration of the Prospectus (if relevant), and the subscription price in the Subsequent Offering will be the same as the Offer Price in the Private Placement. Ensurge will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.
About Ensurge Micropower
Ensurge is energizing innovation with the first ultrathin, flexible, reliable, and fundamentally safe solid-state lithium microbattery.
With a workforce of forty top-tier specialists based in the world's technology capital, Silicon Valley, Ensurge has developed a future-oriented and innovative microbattery technology. The microbattery is ideal for form-factor-constrained applications, including hearables, digital and health wearables, sports and fitness devices, and IoT sensor solutions that use energy harvesting to power everyday things.
The Company's state-of-the-art manufacturing facility combines patented process technology and materials innovation, with the scale of roll-to-roll production methods, to bring the advantages of Ensurge technology to established and expanding markets.
Ensurge's production facilities are optimized for prototyping and small-scale manufacturing. To scale efficiently, we aim to outsource the production of the resulting intellectual property (IP) to specialized partners with industrial manufacturing expertise.
Ensurge is listed on the Norwegian stock exchange and is financed out of Norway by strong and reputable financial investors, reflecting both a strategic investment and a robust transatlantic collaboration.
Advisors
Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) are acting as managers and bookrunners in connection with the Private Placement. Ræder Bing advokatfirma AS is acting as the Company's legal advisor. Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact: Lars Eikeland - Chief Executive Officer E-mail: ()
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Ståle Bjørnstad, VP, Corporate Development and IR, on 8 July 2025 at 07.31 CEST.
Important information:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 2017/1129 as amended 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 (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 for 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.
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", "expect", "anticipate", "strategy", "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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and 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 in the Company. Neither the Managers nor any of their affiliates accept any liability arising from the use of this announcement.
