Note 1: General information
In 2024, Ultimovacs ASA (the \u2018Company\u2019) was a public limited liability biotech company incorporated and domiciled in NorwayThe shares of Ultimovacs ASA were listed on the Oslo Stock Exchange under the ticker symbol \"ULTI.\" UV1 was Ultimovacs\u2019 lead universal cancer vaccine candidate, and during 2024, the Company conducted a broad clinical development program for UV1 with clinical trials in Europe, Australia, and the USA. However, the Company faced setbacks with negative results in several clinical trials during the year.Ultimovacs ASA has a fully owned Swedish subsidiary, Ultimovacs ABlocated in Uppsala in Seden. To-gether these two entities are defined as the 'Group' and consolidated in these 2024 financial statements.On 3 March 2025, Ultimovacs ASA completed a business combination with Zelluna Immunotherapy AS. In connection with the transaction, Ultimovacs ASA changed its name to Zelluna ASAUltimovacs was the legal acquirer in the transaction, whereas Zelluna Immunotherapy AS was defined as the acquirer from an accounting perspective. The Company\u2019s ticker on the Oslo Stock Exchange was changed to \"ZLNA\" as of 4 March 2025. Both Zelluna ASA and Zelluna Immunotherapy AS are headquartered at the Oslo Cancer Cluster Innovation Park, Ullernchauss\u00e9en 64, 0379 Oslo, Norway
Going forward, the combined company will primarily focus on Zelluna Immunotherapy AS\u2019s technology and research pipeline, specifically the development of \u201coff-the-shelf\u201d T-Cell Receptor Natural Killer (TCR-NK) cell therapies for the treatment of solid cancers. Zelluna\u2019s TCR-NK products are in preclinical development, with the goal of advancing into Phase I/II trials to evaluate the safety and efficacy of its treatments for ad-vanced solid tumours. These studies will be critical in validating Zelluna\u2019s technology for broader applications.As of 31 December 2024, the financial statements have been prepared under the assumption that Zelluna ASA (formerly Ultimovacs ASA) was a standalone entity, as the business combination occurred in 2025 and does not impact the 2024 financial statements. The financial statements have been prepared in accord-ance with the IFRS Accounting Standards as adopted by the EU.
Note that throughout this report, the name Zelluna ASA will be used instead of Ultimovacs ASA, even though the legal name was Ultimovacs ASA throughout 2024, as the company is named Zelluna ASA at the time of signing this report.
The financial statements were approved by the Board of Directors on 1 April 2025.
I. Basis for preparation
The financial statements are prepared in accordance with IFRS Accounting Standards as adopted by the EU. The financial statements are presented in NOK (Norwegian kroner) which is also the parent company\u2019s functional currency.
The financial statements have been prepared on the historical cost basis, except for derivatives which are measured at fair value. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgments when applying the Group\u2019s accounting policies.
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The financial statements are prepared in accordance with IFRS Accounting Standards as adopted by the EU. The financial statements are presented in NOK (Norwegian kroner) which is also the parent company\u2019s functional currency.
The financial statements have been prepared on the historical cost basis, except for derivatives which are measured at fair value. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgments when applying the Group\u2019s accounting policies.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__21": { "value": "II. Going concern
The financial statements for 2024 have been prepared under the going concern assumption.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__22": { "value": "III. Accounting principles
i. Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of cash and sub-ject to an insignificant risk of changes in value.
Note 2: Accounting principles (continued)
ii. Cash Flow statement
The statement of cash flows is compiled using the indirect method. The statement of cash flows distin-guishes between cash flows from operating, investing and financing activities. For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, cash pool balances and bank overdrafts. Cash flows in foreign currencies are translated at the rate of the transaction date. Interest paid is included in cash flow from financing activities, and interest received is included in invest-ing activities. Cash flows arising from the acquisition or disposal of financial interests (subsidiaries and participating interests) are recognized as cash flows from investing activities, taking into account any cash and cash equivalents in these interests. Cash flows from share issues are recognized as cash flows from financing activities.
iii. Financial instruments
The Group uses derivative financial instruments to hedge its risks associated with foreign exchange rates. Derivatives are initially and subsequently measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The gain/(loss) arising from changes in fair value of currency derivatives is presented as part of \u201cFinancial income/expenses\u201d in the consolidated statement of comprehensive income.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and other comprehensive income, loans and borrowings, or payables. All financial liabilities are recog-nized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other payables.
- Subsequent measurement
The measurement of financial liabilities depends on their classification.
- Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 \u2014 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Note 2: Accounting principles (continued)
iv. Current vs non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-cur-rent classification. An asset is current when it is:
Expected to be realized or intended to be sold or consumed in the normal operating cycle
Held primarily for the purpose of trading
Expected to be realized within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current. A liability is current when:
It is expected to be settled in the normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
v. Foreign currencies
The Group\u2019s presentation currency is NOK. This is also the parent company\u2019s functional currency. The statement of financial position figures of entities with different functional currency are translated at the exchange rate prevailing at the end of the reporting period for balance sheet items, and the exchange rate at the date of the transaction for profit and loss items. The monthly average exchange rates are used as an approximation of the transaction exchange rate. Exchange differences are recognized in other compre-hensive income (OCI).
Transactions in foreign currencies are initially recorded by the Group in its respective functional currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denomi-nated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss and other comprehensive income.
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into NOK at the exchange rates at the reporting date.
The income and expenses of foreign operations are translated into NOK at the average exchange rates within each respective month of the date of the transactions. Foreign currency differences are recognized in other comprehensive income (OCI) and accumulated in the translation reserve.
Exchange differences on intra-group items are recognized in profit or loss of the respective company and Group accounts.
Note 2: Accounting principles (continued)
vi. Impairment
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset\u2019s recoverable amount. An asset\u2019s recoverable amount is the higher of an asset\u2019s or CGU\u2019s (cash-gen-erating unit) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Goodwill and indefinite-lived intangible assets (licenses) are tested for impairment annually, as required by IAS 36.10, as well as when there is any indication that they may be impaired. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (CGU). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. An impairment loss is recognized in the income statement when the carrying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recover-able amount of the CGU is the higher of the CGU\u2019s fair value less cost to sell and value in use.
The Group had goodwill created by deferred tax which has been tested for impairment annually.
vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
viii. Contingent liabilities
Contingent liabilities are not recognized in the statement of financial position but are reported in the rel-evant schedules and notes. They may arise from uncertainty as to the existence of a liability represent a liability in respect of which the amount cannot be reliably measured. Contingent liabilities are disclosed if the possibility of an outflow of economic benefit to settle the obligation is more than remote.
ix. Interest income
Interest income is recognized using the effective interest method.
Note 2: Accounting principles (continued)
x. Earnings per share
The basic earnings per share are calculated as the ratio of the total profit (loss) for the year divided by the weighted average number of ordinary shares outstanding. When calculating the diluted earnings per share, the profit that is attributable to the ordinary shareholders and the weighted average number of ordinary shares outstanding are adjusted for all the dilution effects relating to share options.
No dilutive effect has been recognized as potential ordinary shares only shall be treated as dilutive if their conversion to ordinary shares would decrease earnings per share or increase loss per share from continu-ing operations. As the Group is currently loss-making, an increase in the average number of shares would have anti-dilutive effects. As the Group has currently no issuable potential ordinary shares and basic and diluted earnings per share is the same.
xi. Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the costs, which it is intended to compensate, are expensed. Government grants have been recognized in the statement of profit or loss and other compre-hensive income as a reduction of personnel- and other operating expenses.
xii. IFRS 16 Leases
Under IFRS 16, the Group recognizes right-of-use assets and lease liabilities for all leases.
Right-of-use assets are measured at an amount equal to the lease liability and are subsequently depreci-ated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, Zelluna\u2019s incremental borrowing rate. The incremental borrowing rate is used as the discount rate.
When applying the practical expedients in IFRS 16 for lease-contracts with low value or lease terms of less than 12 months, the lease payments (net of any incentives received from the lessor) are taken to the state-ment of profit and loss and other comprehensive income on a straight-line basis over the period of the lease. When the lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place.
Note 2: Accounting principles (continued)
xiii. Share-based payments
Employees in the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions) or grant-ed share appreciation rights, which can be settled in cash (cash-settled transactions). The determination of whether the arrangement is cash or equity settled is based on a careful evaluation of the terms of the agreement and also the Group\u2019s ability to settle in shares and the promise and intent of settlement in cash.
- Cash-settled transactions:
A liability is recognized for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognized in payroll and payroll related expenses. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value is determined using a Black Scholes model.
- Equity-settled transactions
The cost of equity-settled transactions is recognized in payroll and other payroll related expenses, together with a corresponding increase in equity over the period in which the service and, where applicable, the per-formance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-set-tled transactions at each reporting date until the vesting date reflects the extent to which the vesting pe-riod has expired and the Company\u2019s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss and other comprehensive income for a period represents the movement in cumulative expense recognized as of the beginning and end of that period.
xiv. Intangible assets
Intangible assets are stated at their historical cost and amortized on a straight-line basis over their ex-pected useful lives, which usually varies from 3 to 10 years and up to 15 years for patents. An adjustment is made for any impairment. Intangible items acquired in a business combination must be recognized as assets separately from goodwill if they meet the definition of an asset, are either separable or arise from contractual or other legal rights, and their fair value can be measured reliably.
All research and development spending is expensed each year in the period in which it is incurred. De-velopment costs will be capitalized once the \u201casset\u201d being developed has met requirements of technical and commercial feasibility to signal that the intangible investment is likely to either be brought to market or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria of IAS 38 \u201cIntangible Assets\u201d are not met.
xv. Property, plant and equipment
Property, plant and equipment are carried at cost, net of accumulated depreciation and accumulated im-pairment losses, if any. Acquisition cost includes expenditures that are directly attributable to the acqui-sition of the individual item. Property, plant and equipment are depreciated on a straight-line basis over the expected useful life of the asset. If significant individual parts of the assets have different useful lives, they are recognised and depreciated separately. Depreciation commences when the assets are ready for their intended use.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss aris-ing on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.
Note 2: Accounting principles (continued)
xvi. Tax
The income tax expense includes tax payable and changes in deferred tax. Income tax on balances rec-ognized in other comprehensive income is recognized as other comprehensive income, and tax on bal-ances related to equity transactions is recognized in equity. The tax payable for the period is calculated according to the tax rates and regulations ruling at the end of the reporting period.\t
Deferred tax is calculated on temporary differences between book and tax values of assets and liabilities and the tax effects of losses to carry forward in the consolidated financial statements at the reporting date. Deferred tax liabilities and assets are calculated according to the tax rates and regulations ruling at the end of the reporting period and at nominal amounts. Deferred tax liabilities and assets are recognized net when the Group has a legal right to net assets and liabilities.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available which the loss carry forward or other deductible temporary differences can be utilized. Currently no deferred tax assets are recognized in the statement of financial position as the utilization is uncertain.
xvii. Segments
The Group is still in a R&D phase, and currently does not generate revenues. For management purposes, the Group is organized as one business unit and the internal reporting is structured in accordance with this. All non-current assets are located at the Group\u2019s main office in Oslo, Norway.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__23": { "value": "i. Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of cash and sub-ject to an insignificant risk of changes in value.
Note 2: Accounting principles (continued)
ii. Cash Flow statement
The statement of cash flows is compiled using the indirect method. The statement of cash flows distin-guishes between cash flows from operating, investing and financing activities. For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, cash pool balances and bank overdrafts. Cash flows in foreign currencies are translated at the rate of the transaction date. Interest paid is included in cash flow from financing activities, and interest received is included in invest-ing activities. Cash flows arising from the acquisition or disposal of financial interests (subsidiaries and participating interests) are recognized as cash flows from investing activities, taking into account any cash and cash equivalents in these interests. Cash flows from share issues are recognized as cash flows from financing activities.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__25": { "value": "ii. Cash Flow statement
The statement of cash flows is compiled using the indirect method. The statement of cash flows distin-guishes between cash flows from operating, investing and financing activities. For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, cash pool balances and bank overdrafts. Cash flows in foreign currencies are translated at the rate of the transaction date. Interest paid is included in cash flow from financing activities, and interest received is included in invest-ing activities. Cash flows arising from the acquisition or disposal of financial interests (subsidiaries and participating interests) are recognized as cash flows from investing activities, taking into account any cash and cash equivalents in these interests. Cash flows from share issues are recognized as cash flows from financing activities.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__26": { "value": "iii. Financial instruments
The Group uses derivative financial instruments to hedge its risks associated with foreign exchange rates. Derivatives are initially and subsequently measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The gain/(loss) arising from changes in fair value of currency derivatives is presented as part of \u201cFinancial income/expenses\u201d in the consolidated statement of comprehensive income.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and other comprehensive income, loans and borrowings, or payables. All financial liabilities are recog-nized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other payables.
- Subsequent measurement
The measurement of financial liabilities depends on their classification.
- Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 \u2014 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Note 2: Accounting principles (continued)
iii. Financial instruments
The Group uses derivative financial instruments to hedge its risks associated with foreign exchange rates. Derivatives are initially and subsequently measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The gain/(loss) arising from changes in fair value of currency derivatives is presented as part of \u201cFinancial income/expenses\u201d in the consolidated statement of comprehensive income.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and other comprehensive income, loans and borrowings, or payables. All financial liabilities are recog-nized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other payables.
- Subsequent measurement
The measurement of financial liabilities depends on their classification.
- Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 \u2014 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Note 2: Accounting principles (continued)
iii. Financial instruments
The Group uses derivative financial instruments to hedge its risks associated with foreign exchange rates. Derivatives are initially and subsequently measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The gain/(loss) arising from changes in fair value of currency derivatives is presented as part of \u201cFinancial income/expenses\u201d in the consolidated statement of comprehensive income.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and other comprehensive income, loans and borrowings, or payables. All financial liabilities are recog-nized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other payables.
- Subsequent measurement
The measurement of financial liabilities depends on their classification.
- Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 \u2014 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Note 2: Accounting principles (continued)
iii. Financial instruments
The Group uses derivative financial instruments to hedge its risks associated with foreign exchange rates. Derivatives are initially and subsequently measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The gain/(loss) arising from changes in fair value of currency derivatives is presented as part of \u201cFinancial income/expenses\u201d in the consolidated statement of comprehensive income.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and other comprehensive income, loans and borrowings, or payables. All financial liabilities are recog-nized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other payables.
- Subsequent measurement
The measurement of financial liabilities depends on their classification.
- Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 \u2014 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Note 2: Accounting principles (continued)
iii. Financial instruments
The Group uses derivative financial instruments to hedge its risks associated with foreign exchange rates. Derivatives are initially and subsequently measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The gain/(loss) arising from changes in fair value of currency derivatives is presented as part of \u201cFinancial income/expenses\u201d in the consolidated statement of comprehensive income.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and other comprehensive income, loans and borrowings, or payables. All financial liabilities are recog-nized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group\u2019s financial liabilities include trade and other payables.
- Subsequent measurement
The measurement of financial liabilities depends on their classification.
- Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as finance costs in the statement of profit or loss and other comprehensive income.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 \u2014 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 \u2014 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
Note 2: Accounting principles (continued)
iv. Current vs non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-cur-rent classification. An asset is current when it is:
Expected to be realized or intended to be sold or consumed in the normal operating cycle
Held primarily for the purpose of trading
Expected to be realized within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current. A liability is current when:
It is expected to be settled in the normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLoansAndReceivablesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__32": { "value": "iv. Current vs non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-cur-rent classification. An asset is current when it is:
Expected to be realized or intended to be sold or consumed in the normal operating cycle
Held primarily for the purpose of trading
Expected to be realized within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current. A liability is current when:
It is expected to be settled in the normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__33": { "value": "iv. Current vs non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-cur-rent classification. An asset is current when it is:
Expected to be realized or intended to be sold or consumed in the normal operating cycle
Held primarily for the purpose of trading
Expected to be realized within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current. A liability is current when:
It is expected to be settled in the normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__34": { "value": "v. Foreign currencies
The Group\u2019s presentation currency is NOK. This is also the parent company\u2019s functional currency. The statement of financial position figures of entities with different functional currency are translated at the exchange rate prevailing at the end of the reporting period for balance sheet items, and the exchange rate at the date of the transaction for profit and loss items. The monthly average exchange rates are used as an approximation of the transaction exchange rate. Exchange differences are recognized in other compre-hensive income (OCI).
Transactions in foreign currencies are initially recorded by the Group in its respective functional currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denomi-nated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss and other comprehensive income.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__35": { "value": "v. Foreign currencies
The Group\u2019s presentation currency is NOK. This is also the parent company\u2019s functional currency. The statement of financial position figures of entities with different functional currency are translated at the exchange rate prevailing at the end of the reporting period for balance sheet items, and the exchange rate at the date of the transaction for profit and loss items. The monthly average exchange rates are used as an approximation of the transaction exchange rate. Exchange differences are recognized in other compre-hensive income (OCI).
Transactions in foreign currencies are initially recorded by the Group in its respective functional currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denomi-nated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss and other comprehensive income.
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into NOK at the exchange rates at the reporting date.
The income and expenses of foreign operations are translated into NOK at the average exchange rates within each respective month of the date of the transactions. Foreign currency differences are recognized in other comprehensive income (OCI) and accumulated in the translation reserve.
Exchange differences on intra-group items are recognized in profit or loss of the respective company and Group accounts.
Note 2: Accounting principles (continued)
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into NOK at the exchange rates at the reporting date.
The income and expenses of foreign operations are translated into NOK at the average exchange rates within each respective month of the date of the transactions. Foreign currency differences are recognized in other comprehensive income (OCI) and accumulated in the translation reserve.
Exchange differences on intra-group items are recognized in profit or loss of the respective company and Group accounts.
Note 2: Accounting principles (continued)
vi. Impairment
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset\u2019s recoverable amount. An asset\u2019s recoverable amount is the higher of an asset\u2019s or CGU\u2019s (cash-gen-erating unit) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Goodwill and indefinite-lived intangible assets (licenses) are tested for impairment annually, as required by IAS 36.10, as well as when there is any indication that they may be impaired. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (CGU). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. An impairment loss is recognized in the income statement when the carrying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recover-able amount of the CGU is the higher of the CGU\u2019s fair value less cost to sell and value in use.
The Group had goodwill created by deferred tax which has been tested for impairment annually.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__38": { "value": "vi. Impairment
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset\u2019s recoverable amount. An asset\u2019s recoverable amount is the higher of an asset\u2019s or CGU\u2019s (cash-gen-erating unit) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Goodwill and indefinite-lived intangible assets (licenses) are tested for impairment annually, as required by IAS 36.10, as well as when there is any indication that they may be impaired. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units (CGU). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. An impairment loss is recognized in the income statement when the carrying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recover-able amount of the CGU is the higher of the CGU\u2019s fair value less cost to sell and value in use.
The Group had goodwill created by deferred tax which has been tested for impairment annually.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__39": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__40": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__41": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__42-1": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
xiv. Intangible assets
Intangible assets are stated at their historical cost and amortized on a straight-line basis over their ex-pected useful lives, which usually varies from 3 to 10 years and up to 15 years for patents. An adjustment is made for any impairment. Intangible items acquired in a business combination must be recognized as assets separately from goodwill if they meet the definition of an asset, are either separable or arise from contractual or other legal rights, and their fair value can be measured reliably.
All research and development spending is expensed each year in the period in which it is incurred. De-velopment costs will be capitalized once the \u201casset\u201d being developed has met requirements of technical and commercial feasibility to signal that the intangible investment is likely to either be brought to market or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria of IAS 38 \u201cIntangible Assets\u201d are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__43-1": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
xiv. Intangible assets
Intangible assets are stated at their historical cost and amortized on a straight-line basis over their ex-pected useful lives, which usually varies from 3 to 10 years and up to 15 years for patents. An adjustment is made for any impairment. Intangible items acquired in a business combination must be recognized as assets separately from goodwill if they meet the definition of an asset, are either separable or arise from contractual or other legal rights, and their fair value can be measured reliably.
All research and development spending is expensed each year in the period in which it is incurred. De-velopment costs will be capitalized once the \u201casset\u201d being developed has met requirements of technical and commercial feasibility to signal that the intangible investment is likely to either be brought to market or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria of IAS 38 \u201cIntangible Assets\u201d are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__46": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__47": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__48": { "value": "viii. Contingent liabilities
Contingent liabilities are not recognized in the statement of financial position but are reported in the rel-evant schedules and notes. They may arise from uncertainty as to the existence of a liability represent a liability in respect of which the amount cannot be reliably measured. Contingent liabilities are disclosed if the possibility of an outflow of economic benefit to settle the obligation is more than remote.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__49": { "value": "ix. Interest income
Interest income is recognized using the effective interest method.
Note 2: Accounting principles (continued)
x. Earnings per share
The basic earnings per share are calculated as the ratio of the total profit (loss) for the year divided by the weighted average number of ordinary shares outstanding. When calculating the diluted earnings per share, the profit that is attributable to the ordinary shareholders and the weighted average number of ordinary shares outstanding are adjusted for all the dilution effects relating to share options.
No dilutive effect has been recognized as potential ordinary shares only shall be treated as dilutive if their conversion to ordinary shares would decrease earnings per share or increase loss per share from continu-ing operations. As the Group is currently loss-making, an increase in the average number of shares would have anti-dilutive effects. As the Group has currently no issuable potential ordinary shares and basic and diluted earnings per share is the same.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__51": { "value": "
xi. Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the costs, which it is intended to compensate, are expensed. Government grants have been recognized in the statement of profit or loss and other compre-hensive income as a reduction of personnel- and other operating expenses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__52": { "value": "xii. IFRS 16 Leases
Under IFRS 16, the Group recognizes right-of-use assets and lease liabilities for all leases.
Right-of-use assets are measured at an amount equal to the lease liability and are subsequently depreci-ated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, Zelluna\u2019s incremental borrowing rate. The incremental borrowing rate is used as the discount rate.
When applying the practical expedients in IFRS 16 for lease-contracts with low value or lease terms of less than 12 months, the lease payments (net of any incentives received from the lessor) are taken to the state-ment of profit and loss and other comprehensive income on a straight-line basis over the period of the lease. When the lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place.
Note 2: Accounting principles (continued)
xiii. Share-based payments
Employees in the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions) or grant-ed share appreciation rights, which can be settled in cash (cash-settled transactions). The determination of whether the arrangement is cash or equity settled is based on a careful evaluation of the terms of the agreement and also the Group\u2019s ability to settle in shares and the promise and intent of settlement in cash.
- Cash-settled transactions:
A liability is recognized for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognized in payroll and payroll related expenses. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value is determined using a Black Scholes model.
- Equity-settled transactions
The cost of equity-settled transactions is recognized in payroll and other payroll related expenses, together with a corresponding increase in equity over the period in which the service and, where applicable, the per-formance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-set-tled transactions at each reporting date until the vesting date reflects the extent to which the vesting pe-riod has expired and the Company\u2019s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss and other comprehensive income for a period represents the movement in cumulative expense recognized as of the beginning and end of that period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__54": { "value": "xiv. Intangible assets
Intangible assets are stated at their historical cost and amortized on a straight-line basis over their ex-pected useful lives, which usually varies from 3 to 10 years and up to 15 years for patents. An adjustment is made for any impairment. Intangible items acquired in a business combination must be recognized as assets separately from goodwill if they meet the definition of an asset, are either separable or arise from contractual or other legal rights, and their fair value can be measured reliably.
All research and development spending is expensed each year in the period in which it is incurred. De-velopment costs will be capitalized once the \u201casset\u201d being developed has met requirements of technical and commercial feasibility to signal that the intangible investment is likely to either be brought to market or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria of IAS 38 \u201cIntangible Assets\u201d are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__55": { "value": "xiv. Intangible assets
Intangible assets are stated at their historical cost and amortized on a straight-line basis over their ex-pected useful lives, which usually varies from 3 to 10 years and up to 15 years for patents. An adjustment is made for any impairment. Intangible items acquired in a business combination must be recognized as assets separately from goodwill if they meet the definition of an asset, are either separable or arise from contractual or other legal rights, and their fair value can be measured reliably.
All research and development spending is expensed each year in the period in which it is incurred. De-velopment costs will be capitalized once the \u201casset\u201d being developed has met requirements of technical and commercial feasibility to signal that the intangible investment is likely to either be brought to market or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria of IAS 38 \u201cIntangible Assets\u201d are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__56": { "value": "xv. Property, plant and equipment
Property, plant and equipment are carried at cost, net of accumulated depreciation and accumulated im-pairment losses, if any. Acquisition cost includes expenditures that are directly attributable to the acqui-sition of the individual item. Property, plant and equipment are depreciated on a straight-line basis over the expected useful life of the asset. If significant individual parts of the assets have different useful lives, they are recognised and depreciated separately. Depreciation commences when the assets are ready for their intended use.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss aris-ing on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.
Note 2: Accounting principles (continued)
xv. Property, plant and equipment
Property, plant and equipment are carried at cost, net of accumulated depreciation and accumulated im-pairment losses, if any. Acquisition cost includes expenditures that are directly attributable to the acqui-sition of the individual item. Property, plant and equipment are depreciated on a straight-line basis over the expected useful life of the asset. If significant individual parts of the assets have different useful lives, they are recognised and depreciated separately. Depreciation commences when the assets are ready for their intended use.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss aris-ing on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.
Note 2: Accounting principles (continued)
xvi. Tax
The income tax expense includes tax payable and changes in deferred tax. Income tax on balances rec-ognized in other comprehensive income is recognized as other comprehensive income, and tax on bal-ances related to equity transactions is recognized in equity. The tax payable for the period is calculated according to the tax rates and regulations ruling at the end of the reporting period.\t
Deferred tax is calculated on temporary differences between book and tax values of assets and liabilities and the tax effects of losses to carry forward in the consolidated financial statements at the reporting date. Deferred tax liabilities and assets are calculated according to the tax rates and regulations ruling at the end of the reporting period and at nominal amounts. Deferred tax liabilities and assets are recognized net when the Group has a legal right to net assets and liabilities.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available which the loss carry forward or other deductible temporary differences can be utilized. Currently no deferred tax assets are recognized in the statement of financial position as the utilization is uncertain.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__59": { "value": "xvi. Tax
The income tax expense includes tax payable and changes in deferred tax. Income tax on balances rec-ognized in other comprehensive income is recognized as other comprehensive income, and tax on bal-ances related to equity transactions is recognized in equity. The tax payable for the period is calculated according to the tax rates and regulations ruling at the end of the reporting period.\t
Deferred tax is calculated on temporary differences between book and tax values of assets and liabilities and the tax effects of losses to carry forward in the consolidated financial statements at the reporting date. Deferred tax liabilities and assets are calculated according to the tax rates and regulations ruling at the end of the reporting period and at nominal amounts. Deferred tax liabilities and assets are recognized net when the Group has a legal right to net assets and liabilities.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available which the loss carry forward or other deductible temporary differences can be utilized. Currently no deferred tax assets are recognized in the statement of financial position as the utilization is uncertain.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__60": { "value": "xvii. Segments
The Group is still in a R&D phase, and currently does not generate revenues. For management purposes, the Group is organized as one business unit and the internal reporting is structured in accordance with this. All non-current assets are located at the Group\u2019s main office in Oslo, Norway.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__61": { "value": "IV. Significant estimates and judgements
In order to prepare the financial statements, management and the Board may have to make various judg-ments and estimates that can affect the amounts recognized in the financial statements for assets, lia-bilities and expenses. Uncertainties about these adjustments and estimates could result in outcomes that require adjustment to the carrying amount of assets or liabilities affected in future periods. Assumptions and estimates were based on available information at the time of the preparation of the financial state-ments. Existing circumstances and assumptions about future developments, however, may change and such changes are reflected when they occur.
- Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires de-termination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them.
- Taxes
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. The Group considers that a deferred tax asset related to accumulated tax losses cannot be recognized in the statement of financial position until the product under development has been approved for marketing by the relevant authorities. Significant management judgement is required to determine the amount, if any, of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
- Impairment of goodwill and intangible assets
The Group follows the guidance of IAS 36 to determine when impairment indicators exist for its goodwill and intangible assets. When impairment indicators exist, the Group is required to make a formal estimate of the recoverable amount of its intangible assets. This determination requires significant judgment. In making this judgment, management evaluates external and internal factors, such as significant adverse changes in the technological, market, economic or legal environment in which the Group operates as well as the results of its ongoing development programs. Management also considers the carrying amount of the Group\u2019s net assets in relation to its market capitalization as a key indicator.
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__62": { "value": "Note 3: Government grants
The following government grants have been recognized in the statement of profit and loss:
GRANTS REcognizED (NOK 1 000) | 2024 | 2023 |
Skattefunn | 3 498 | 2 047 |
Innovation Project grant from The Research Council of Norway (Forskningsr\u00e5det) | 1 866 | 3 088 |
Innovation Norway | - | 5 073 |
Total grants | 5 364 | 10 207 |
Government grants have been recognized in the statement of profit and loss and other comprehensive income as a reduction for the related expenses with the following amounts:
COSTS DEDUCTED (NOK 1 000) | 2024 | 2023 |
Payroll and payroll related expenses | 1 247 | 1 544 |
Other operating expenses | 4 117 | 8 663 |
Total costs deducted | 5 364 | 10 207 |
Grants receivable as per 31 December are detailed as follows:
GRANTS RECEIVABLES (NOK 1 000) | 2024 | 2023 |
Skattefunn | 3 498 | 2 047 |
Innovation Project grant from The Research Council of Norway (Forskningsr\u00e5det) | 488 | 952 |
Total grants receivables | 3 986 | 2 998 |
Skattefunn:
The Skattefunn R&D tax incentive scheme is a government program designed to stimulate research and development in Norwegian. Two Skattefunn projects were ongoing in 2024, where one was finished in 2024, and the second will report in 2025.
Innovation Project grant from The Research Council of Norway (Forskningsr\u00e5det):
Innovation Project for the Industrial Sector is a funding instrument that provides grants to business-led innovation projects that make extensive use of research and development activities. The FOCUS Phase II trial has been granted an innovation grant of up to MNOK 16 from the Norwegian Research Council, and final report was submitted in October 2024.
All conditions and contingencies attached to the grants recognized in the accounts have been fulfilled.
Note 4: Salary and personnel expenses and management remuneration
PAYROLL AND PAYROLL RELATED EXPENSES (NOK 1 000) | 2024 | 2023 |
Salaries and holiday pay | 45 899 | 43 514 |
Social security tax | 8 946 | 8 787 |
Social security tax related to options | (21 008) | 6 104 |
Pension expenses | 3 424 | 3 586 |
Share-based compensation | 4 342 | 14 256 |
Other personnel expenses | 109 | 427 |
Government grants | (1 247) | (1 544) |
Total payroll and payroll related expenses | 40 465 | 75 130 |
Number of FTEs employed during the financial year | 20.2 | 25.0 |
Number of FTEs at end of year | 12.0 | 25.2 |
The Group\u2019s Management team consisted of the Company\u2019s CEO, CFO and the managers of each depart-ment, totalling ten employees during the first half of 2024. By year-end 2024, the Management team con-sisted of five members.
The Chief Business Officer was the Head of Regulatory Affair and QA is employed in Ultimovacs AB.
executive remuneration (NOK 1 000) | 2024 | 2023 |
Management Team remuneration | 28 750 | 35 009 |
Short term employee benefits | 1 446 | 1 594 |
Termination benefits CEO | 5 195 | - |
Share option (IFRS cost) | 3 111 | 9 044 |
Board of Director\u2019s remunerations* | 1 025 | 2 230 |
Total executive remuneration | 29 775 | 37 239 |
* Note that the table above shows the accumulated board remuneration for each respective year, which will be paid the following year.
There were no outstanding loans or guarantees made to related parties, the Board of Directors, the Man-agement Team or any other employees as of 31 December 2023 or as of 31 December 2024.
Please refer to the Remuneration Report 2024 for more information.
Pensions
Zelluna ASA is required to have an occupational pension scheme in accordance with the Norwegian law on required occupational pension (\u201clov om obligatorisk tjenestepensjon\u201d). The company has a de-fined contribution pension scheme which complies with the Act on Mandatory company pensions.As at 31 December 2024, all of Zelluna ASA\u2019s employees were covered by the pension scheme. A similar pension scheme is in place for the employees in Ultimovacs AB in Sweden.Other than the general pension schemes described above, there are no specific pension arrangements made for any member of the Management team. The Group has no pension or retirement benefits for its Board Members.The total pension contributions for all employees recognized as expenses equalled MNOK 3.6 and MNOK 3.4 in 2023 and 2024 respectively.
Note 4: Salary and personnel expenses and management remuneration (continued)
Other benefits received
There is no bonus scheme in the Group, however, sign-on-fees and bonus may be applied at the Board\u2019s discretion. An incentive program is established in Zelluna where employees are compensated for new ide-as and potential innovations made, and for obtaining intellectual property rights for inventions. Zelluna\u2019s acquisition of employer inventions is further regulated by Norwegian law, eg Lov om retten til oppfinnelser som er gjort av arbeidstakere (The employee invention law).
Statement on the executive employee remuneration policy during the previous financial year
The executive compensation for the fiscal year 2024 has been in accordance with the Remuneration Guide-lines for 2024. Please refer to Remuneration Guidelines 2023 and Remuneration Report 2024 available on Zelluna\u2019s website for more information.
Severance pay/pay after termination of employment
Namir Hassan, who became CEO of the combined company from 3 March 2025, is entitled to 6 months\u2019 severance pay after termination of his employment in addition to payment of his salary during his 6-month notice period.
The company\u2019s CFO is, on certain conditions, entitled to receive pay after termination of his employment with the Group equal to 9 months\u2019 base salary in addition to payment of his salary during his 3-month notice period.
There are no similar arrangements for any of the other current employees of the Group with respect to termination of their employment.
Severance pay to former CEO Carlos de Sousa
On 17 December 2024, Zelluna announced an agreement to combine its business with Zelluna Immuno-therapy. On the same date, Carlos de Sousa left his position as CEO of Zelluna ASA. His notice period lasts until 31 March 2025, with no obligation to work for the company during this period. De Sousa will maintain all regular benefits, pension rights and holiday pay during this period. Following the notice period, de Sousa will receive a 12 months' severance pay, paid over the course of 12 months, starting from 1 April 2025. De Sousa will in this period not receive any pension or holiday pay rights, or other benefits. During the last 6-month period, any income from new employment/ engagements will be deducted from the severance pay.
An accrual of MNOK 7.7 (including social security tax of MNOK 0.9) was booked in Q4 2024 comprising the above-mentioned elements relating to the severance pay package. MNOK 6.2 of the accrual is classified as a short term liability, and MNOK 1.5 is classified as a long-term liability in the balance sheet, and split into the relevant cost items within \u2018Total personnel expenses\u2019.
Number of FTEs employed during the financial year
20.2
25.0
Number of FTEs at end of year
12.0
25.2
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__65": { "value": "Statement on the executive employee remuneration policy during the previous financial year
The executive compensation for the fiscal year 2024 has been in accordance with the Remuneration Guide-lines for 2024. Please refer to Remuneration Guidelines 2023 and Remuneration Report 2024 available on Zelluna\u2019s website for more information.
Severance pay/pay after termination of employment
Namir Hassan, who became CEO of the combined company from 3 March 2025, is entitled to 6 months\u2019 severance pay after termination of his employment in addition to payment of his salary during his 6-month notice period.
The company\u2019s CFO is, on certain conditions, entitled to receive pay after termination of his employment with the Group equal to 9 months\u2019 base salary in addition to payment of his salary during his 3-month notice period.
There are no similar arrangements for any of the other current employees of the Group with respect to termination of their employment.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__66": { "value": "Note 5: Other operating expenses
The Group is in a development phase, and the majority of the Group\u2019s costs are related to R&D. These costs are expensed in the statement of profit and loss and other comprehensive income.
Other operating expenses (NOK 1 000) | 2024 | 2023 |
External R&D expenses | 88 682 | 123 834 |
Clinical studies | 61 537 | 70 922 |
Manufacturing costs | 21 393 | 39 256 |
Other R&D expenses | 5 752 | 13 656 |
Patent related expenses | 4 525 | 6 031 |
Rent, office and IT | 4 594 | 4 874 |
Accounting, audit, legal, consulting | 11 281 | 6 476 |
Other operating expenses | 3 060 | 5 284 |
Less government grants | (4 117) | (8 663) |
Total operating expenses | 108 023 | 137 837 |
Total expenses related to R&D, including other operating expenses, payroll and payroll related expenses, less government grants, amounted to MNOK 163.9 in 2023 and MNOK 132.4 in 2024.
Specification auditor's fee (NOK 1 000) | 2024 | 2023 |
Statutory audit | 605 | 392 |
Audit related services | 46 | 64 |
Tax related services | 38 | 21 |
Other* | 200 | - |
Total auditor\u2019s fee | 889 | 477 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS.
Note 5: Other operating expenses
The Group is in a development phase, and the majority of the Group\u2019s costs are related to R&D. These costs are expensed in the statement of profit and loss and other comprehensive income.
Other operating expenses (NOK 1 000) | 2024 | 2023 |
External R&D expenses | 88 682 | 123 834 |
Clinical studies | 61 537 | 70 922 |
Manufacturing costs | 21 393 | 39 256 |
Other R&D expenses | 5 752 | 13 656 |
Patent related expenses | 4 525 | 6 031 |
Rent, office and IT | 4 594 | 4 874 |
Accounting, audit, legal, consulting | 11 281 | 6 476 |
Other operating expenses | 3 060 | 5 284 |
Less government grants | (4 117) | (8 663) |
Total operating expenses | 108 023 | 137 837 |
Total expenses related to R&D, including other operating expenses, payroll and payroll related expenses, less government grants, amounted to MNOK 163.9 in 2023 and MNOK 132.4 in 2024.
Note 5: Other operating expenses
The Group is in a development phase, and the majority of the Group\u2019s costs are related to R&D. These costs are expensed in the statement of profit and loss and other comprehensive income.
Other operating expenses (NOK 1 000) | 2024 | 2023 |
External R&D expenses | 88 682 | 123 834 |
Clinical studies | 61 537 | 70 922 |
Manufacturing costs | 21 393 | 39 256 |
Other R&D expenses | 5 752 | 13 656 |
Patent related expenses | 4 525 | 6 031 |
Rent, office and IT | 4 594 | 4 874 |
Accounting, audit, legal, consulting | 11 281 | 6 476 |
Other operating expenses | 3 060 | 5 284 |
Less government grants | (4 117) | (8 663) |
Total operating expenses | 108 023 | 137 837 |
Total expenses related to R&D, including other operating expenses, payroll and payroll related expenses, less government grants, amounted to MNOK 163.9 in 2023 and MNOK 132.4 in 2024.
Note 5: Other operating expenses
The Group is in a development phase, and the majority of the Group\u2019s costs are related to R&D. These costs are expensed in the statement of profit and loss and other comprehensive income.
Other operating expenses (NOK 1 000) | 2024 | 2023 |
External R&D expenses | 88 682 | 123 834 |
Clinical studies | 61 537 | 70 922 |
Manufacturing costs | 21 393 | 39 256 |
Other R&D expenses | 5 752 | 13 656 |
Patent related expenses | 4 525 | 6 031 |
Rent, office and IT | 4 594 | 4 874 |
Accounting, audit, legal, consulting | 11 281 | 6 476 |
Other operating expenses | 3 060 | 5 284 |
Less government grants | (4 117) | (8 663) |
Total operating expenses | 108 023 | 137 837 |
Total expenses related to R&D, including other operating expenses, payroll and payroll related expenses, less government grants, amounted to MNOK 163.9 in 2023 and MNOK 132.4 in 2024.
Note 5: Other operating expenses
The Group is in a development phase, and the majority of the Group\u2019s costs are related to R&D. These costs are expensed in the statement of profit and loss and other comprehensive income.
Other operating expenses (NOK 1 000) | 2024 | 2023 |
External R&D expenses | 88 682 | 123 834 |
Clinical studies | 61 537 | 70 922 |
Manufacturing costs | 21 393 | 39 256 |
Other R&D expenses | 5 752 | 13 656 |
Patent related expenses | 4 525 | 6 031 |
Rent, office and IT | 4 594 | 4 874 |
Accounting, audit, legal, consulting | 11 281 | 6 476 |
Other operating expenses | 3 060 | 5 284 |
Less government grants | (4 117) | (8 663) |
Total operating expenses | 108 023 | 137 837 |
Total expenses related to R&D, including other operating expenses, payroll and payroll related expenses, less government grants, amounted to MNOK 163.9 in 2023 and MNOK 132.4 in 2024.
Specification auditor's fee (NOK 1 000) | 2024 | 2023 |
Statutory audit | 605 | 392 |
Audit related services | 46 | 64 |
Tax related services | 38 | 21 |
Other* | 200 | - |
Total auditor\u2019s fee | 889 | 477 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS.
Note 5: Other operating expenses
The Group is in a development phase, and the majority of the Group\u2019s costs are related to R&D. These costs are expensed in the statement of profit and loss and other comprehensive income.
Other operating expenses (NOK 1 000) | 2024 | 2023 |
External R&D expenses | 88 682 | 123 834 |
Clinical studies | 61 537 | 70 922 |
Manufacturing costs | 21 393 | 39 256 |
Other R&D expenses | 5 752 | 13 656 |
Patent related expenses | 4 525 | 6 031 |
Rent, office and IT | 4 594 | 4 874 |
Accounting, audit, legal, consulting | 11 281 | 6 476 |
Other operating expenses | 3 060 | 5 284 |
Less government grants | (4 117) | (8 663) |
Total operating expenses | 108 023 | 137 837 |
Total expenses related to R&D, including other operating expenses, payroll and payroll related expenses, less government grants, amounted to MNOK 163.9 in 2023 and MNOK 132.4 in 2024.
Specification auditor's fee (NOK 1 000) | 2024 | 2023 |
Statutory audit | 605 | 392 |
Audit related services | 46 | 64 |
Tax related services | 38 | 21 |
Other* | 200 | - |
Total auditor\u2019s fee | 889 | 477 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS.
Specification auditor's fee (NOK 1 000) | 2024 | 2023 |
Statutory audit | 605 | 392 |
Audit related services | 46 | 64 |
Tax related services | 38 | 21 |
Other* | 200 | - |
Total auditor\u2019s fee | 889 | 477 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS.
Note 6: Financial items
Financial income (NOK 1 000) | 2024 | 2023 |
Foreign exchange gains - related to derivatives | 2 164 | 12 741 |
Foreign exchange gains - related to EUR bank account | 948 | 1 800 |
Foreign exchange gains - other | 707 | 972 |
Interest income | 8 598 | 14 127 |
Total financial income | 12 417 | 29 640 |
Financial expenses (NOK 1 000) | 2024 | 2023 |
Foreign exchange losses - other | 1 085 | 2 761 |
Other financial expenses | 299 | 382 |
Total financial expenses | 1 385 | 3 143 |
Note 6: Financial items
Financial income (NOK 1 000) | 2024 | 2023 |
Foreign exchange gains - related to derivatives | 2 164 | 12 741 |
Foreign exchange gains - related to EUR bank account | 948 | 1 800 |
Foreign exchange gains - other | 707 | 972 |
Interest income | 8 598 | 14 127 |
Total financial income | 12 417 | 29 640 |
Financial expenses (NOK 1 000) | 2024 | 2023 |
Foreign exchange losses - other | 1 085 | 2 761 |
Other financial expenses | 299 | 382 |
Total financial expenses | 1 385 | 3 143 |
Financial income (NOK 1 000) | 2024 | 2023 |
Foreign exchange gains - related to derivatives | 2 164 | 12 741 |
Foreign exchange gains - related to EUR bank account | 948 | 1 800 |
Foreign exchange gains - other | 707 | 972 |
Interest income | 8 598 | 14 127 |
Total financial income | 12 417 | 29 640 |
Financial expenses (NOK 1 000) | 2024 | 2023 |
Foreign exchange losses - other | 1 085 | 2 761 |
Other financial expenses | 299 | 382 |
Total financial expenses | 1 385 | 3 143 |
Financial expenses (NOK 1 000) | 2024 | 2023 |
Foreign exchange losses - other | 1 085 | 2 761 |
Other financial expenses | 299 | 382 |
Total financial expenses | 1 385 | 3 143 |
Note 7: Income tax
tax expense BASIS (NOK 1 000) | 2024 | 2023 |
Profit (loss) before tax | (212 712) | (189 239) |
Impairment of intangible assetes | 68 212 | - |
Net non-taxable income | (3 513) | (2 098) |
Other items | 4 046 | 11 753 |
Change in temporary differences | (18 990) | 10 901 |
Basis for tax calculation | (162 957) | (168 683) |
Income tax expense (NOK 1 000) | 2024 | 2023 |
Expected tax expense | (46 802) | (41 555) |
Impairment of intangible assetes | 19 253 | - |
Non-deductible impairment | (4 246) | - |
Net non-taxable income | (773) | (462) |
Other items | 890 | 2 586 |
Change in deferred tax assets not recognized | 31 679 | 39 431 |
Income tax expense | (11 651) | - |
The corporate tax rate in Norway was 22% in 2023 and 2024. The corporate tax rate in Sweden was 20.6% in 2023 and 2024, which is the basis of the deferred tax calculation for Ultimovacs AB.
Income tax expense (NOK 1 000) | 2024 | 2023 |
Tax losses carried forward | 1 040 758 | 877 801 |
Temporary differences - financial instruments | - | 4 886 |
Temporary differences - leasing liability | 108 | 153 |
Temporary differences - licenses | - | (56 566) |
Temporary differences - social security on options | - | 18 323 |
Temporary differences - PP&E | 4 483 | 220 |
Temporary differences and tax loss carry forward | 1 045 349 | 844 816 |
Deferred tax assets - not recognized in statement of financial position | 229 439 | 197 760 |
Deferred tax liability per 31 December | - | (11 653) |
Deferred tax has been calculated using the tax rate of 22% for Norwegian entities and 20.6% for Swed-ish entities, based on expected reversal patterns of temporary differences. Zelluna has not recognized a deferred tax asset in the statement of financial position related to its previous losses, as the Group does not expect taxable income to be generated in the short-term to support the use of the deferred tax asset. Total tax losses carried forward and temporary differences as per 31 December 2023 was MNOK 844.8, and MNOK 1 045.3 as per 31 December 2024 (of which MNOK 38.4 in Ultimovacs AB). In relation to purchase price allocation conducted of Ultimovacs AB, acquired in July 2018, all excess val-ue was allocated to the license agreement which gives access to the TET-technology. A deferred tax lia-bility of MNOK 11.7 has been calculated on the excess values utilizing the tax rate in Sweden of 20.6%. As per 31 December 2024, the associated goodwill impairment of MNOK 11.7 and the corresponding deferred tax liability of MNOK 11.7 will be reduced to nil. This adjustment results in a tax income of MNOK 11.7 over the profit or loss statement.
Please see note 9 for more information.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__79": { "value": "Note 7: Income tax
tax expense BASIS (NOK 1 000) | 2024 | 2023 |
Profit (loss) before tax | (212 712) | (189 239) |
Impairment of intangible assetes | 68 212 | - |
Net non-taxable income | (3 513) | (2 098) |
Other items | 4 046 | 11 753 |
Change in temporary differences | (18 990) | 10 901 |
Basis for tax calculation | (162 957) | (168 683) |
Income tax expense (NOK 1 000) | 2024 | 2023 |
Expected tax expense | (46 802) | (41 555) |
Impairment of intangible assetes | 19 253 | - |
Non-deductible impairment | (4 246) | - |
Net non-taxable income | (773) | (462) |
Other items | 890 | 2 586 |
Change in deferred tax assets not recognized | 31 679 | 39 431 |
Income tax expense | (11 651) | - |
The corporate tax rate in Norway was 22% in 2023 and 2024. The corporate tax rate in Sweden was 20.6% in 2023 and 2024, which is the basis of the deferred tax calculation for Ultimovacs AB.
Income tax expense (NOK 1 000) | 2024 | 2023 |
Tax losses carried forward | 1 040 758 | 877 801 |
Temporary differences - financial instruments | - | 4 886 |
Temporary differences - leasing liability | 108 | 153 |
Temporary differences - licenses | - | (56 566) |
Temporary differences - social security on options | - | 18 323 |
Temporary differences - PP&E | 4 483 | 220 |
Temporary differences and tax loss carry forward | 1 045 349 | 844 816 |
Deferred tax assets - not recognized in statement of financial position | 229 439 | 197 760 |
Deferred tax liability per 31 December | - | (11 653) |
Deferred tax has been calculated using the tax rate of 22% for Norwegian entities and 20.6% for Swed-ish entities, based on expected reversal patterns of temporary differences. Zelluna has not recognized a deferred tax asset in the statement of financial position related to its previous losses, as the Group does not expect taxable income to be generated in the short-term to support the use of the deferred tax asset. Total tax losses carried forward and temporary differences as per 31 December 2023 was MNOK 844.8, and MNOK 1 045.3 as per 31 December 2024 (of which MNOK 38.4 in Ultimovacs AB). In relation to purchase price allocation conducted of Ultimovacs AB, acquired in July 2018, all excess val-ue was allocated to the license agreement which gives access to the TET-technology. A deferred tax lia-bility of MNOK 11.7 has been calculated on the excess values utilizing the tax rate in Sweden of 20.6%. As per 31 December 2024, the associated goodwill impairment of MNOK 11.7 and the corresponding deferred tax liability of MNOK 11.7 will be reduced to nil. This adjustment results in a tax income of MNOK 11.7 over the profit or loss statement.
Please see note 9 for more information.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__80": { "value": "Note 7: Income tax
tax expense BASIS (NOK 1 000) | 2024 | 2023 |
Profit (loss) before tax | (212 712) | (189 239) |
Impairment of intangible assetes | 68 212 | - |
Net non-taxable income | (3 513) | (2 098) |
Other items | 4 046 | 11 753 |
Change in temporary differences | (18 990) | 10 901 |
Basis for tax calculation | (162 957) | (168 683) |
Income tax expense (NOK 1 000) | 2024 | 2023 |
Expected tax expense | (46 802) | (41 555) |
Impairment of intangible assetes | 19 253 | - |
Non-deductible impairment | (4 246) | - |
Net non-taxable income | (773) | (462) |
Other items | 890 | 2 586 |
Change in deferred tax assets not recognized | 31 679 | 39 431 |
Income tax expense | (11 651) | - |
The corporate tax rate in Norway was 22% in 2023 and 2024. The corporate tax rate in Sweden was 20.6% in 2023 and 2024, which is the basis of the deferred tax calculation for Ultimovacs AB.
Income tax expense (NOK 1 000) | 2024 | 2023 |
Tax losses carried forward | 1 040 758 | 877 801 |
Temporary differences - financial instruments | - | 4 886 |
Temporary differences - leasing liability | 108 | 153 |
Temporary differences - licenses | - | (56 566) |
Temporary differences - social security on options | - | 18 323 |
Temporary differences - PP&E | 4 483 | 220 |
Temporary differences and tax loss carry forward | 1 045 349 | 844 816 |
Deferred tax assets - not recognized in statement of financial position | 229 439 | 197 760 |
Deferred tax liability per 31 December | - | (11 653) |
Deferred tax has been calculated using the tax rate of 22% for Norwegian entities and 20.6% for Swed-ish entities, based on expected reversal patterns of temporary differences. Zelluna has not recognized a deferred tax asset in the statement of financial position related to its previous losses, as the Group does not expect taxable income to be generated in the short-term to support the use of the deferred tax asset. Total tax losses carried forward and temporary differences as per 31 December 2023 was MNOK 844.8, and MNOK 1 045.3 as per 31 December 2024 (of which MNOK 38.4 in Ultimovacs AB). In relation to purchase price allocation conducted of Ultimovacs AB, acquired in July 2018, all excess val-ue was allocated to the license agreement which gives access to the TET-technology. A deferred tax lia-bility of MNOK 11.7 has been calculated on the excess values utilizing the tax rate in Sweden of 20.6%. As per 31 December 2024, the associated goodwill impairment of MNOK 11.7 and the corresponding deferred tax liability of MNOK 11.7 will be reduced to nil. This adjustment results in a tax income of MNOK 11.7 over the profit or loss statement.
Please see note 9 for more information.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__81": { "value": "Note 8: Earnings per share
The basic earnings per share (EPS) are calculated as the ratio of the total profit (loss) for the year divided by the weighted average number of ordinary shares outstanding. As the Group has cur-rently no potential issuable ordinary shares, basic and diluted earnings per share is the same.The issued share options have a potential dilutive effect on earnings per share. No dilutive effect has been recognized, as potential ordinary shares only shall be treated as dilutive if their conversion to ordinary shares would decrease earnings per share or increase loss per share from continuing operations. As the Group is currently loss-making, an increase in the average number of shares would have anti-dilutive ef-fects. Diluted and basic (undiluted) earnings per share is therefore the same.
Earnings per share | 2024 | 2023 |
Profit (loss) for the year (NOK 1000) | (201 061) | (189 239) |
Average number of outstanding shares during the year (1 000) | 34 406 | 34 398 |
EPS - basic and diluted (NOK per share) | (5.8) | (5.5) |
A share option program was introduced in June 2019 and at the ordinary General Assembly held on 18 April 2024, the Board was authorized until the next ordinary General Assembly in 2024 to increase the Company\u2019s share capital in connection with the share incentive arrangement by up to NOK 344,060.6. A total of 2,039,890 share options are outstanding as per 31 December 2024, corresponding to 5.93% of the outstanding number of shares in the Company.
Please see note 15 for more information regarding the option program.\t
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__82": { "value": "Note 9: Non-current assets
non-current assets 2024 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2024 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Additions | 17 | - | - | - | 17 |
Cost at 31 Dec 2024 | 2 385 | 9 000 | 50 401 | 10 383 | 72 169 |
Accumulated depreciation and amortization at 1 Jan 2024 | (2 255) | (3 970) | - | - | (6 224) |
Depreciations in the year | (101) | (754) | - | - | (855) |
Accumulated depreciation and amortization at 31 Dec 2024 | (2 355) | (4 724) | - | - | (7 080) |
Accumulated currency effects at 1 Jan 2024 | - | - | 6 165 | 318 | 7 435 |
Currency exchange effects in the year | - | - | (5) | (1) | (7) |
Carrying value at 31 Dec 2024 (before impairment) | 30 | 4 275 | 56 560 | 11 651 | 72 517 |
Impairments - (4 275) (56 560) (11 651) (72 487) | |||||
Carrying value at 31 Dec 2024 30 - - - 30 |
non-current assets 2023 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2023 | 2 344 | 9 000 | 50 401 | 10 383 | 72 127 |
Additions | 25 | - | - | - | 25 |
Cost at 31 Dec 2023 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Accumulated depreciation and amortization at 1 Jan 2023 | (2 124) | (3 215) | - | - | (5 339) |
Depreciations in the year | (130) | (754) | - | - | (885) |
Accumulated depreciation and amortization at 31 Dec 2023 | (2 255) | (3 970) | - | - | (6 224) |
Accumulated currency effects at 1 Jan 2023 | - | - | 1 544 | 318 | 1862 |
Currency exchange effects in the year | - | - | 4 621 | 952 | 5573 |
Carrying value at 31 Dec 2023 | 114 | 5 030 | 56 566 | 11 653 | 73 362 |
Economic life | 3 years | 15 years | indefinite | indefinite | |
Depreciation method | linear | linear |
Patents
In 2015, the Group acquired all rights to the UV1 patents and technology from Inven2 AS, which is one of the Group\u2019s main shareholders. The price for the patent was MNOK 4.0 and was based on a purchase op-tion in the license agreement entered into with Inven2 AS in 2011. The purchase of these rights implies that the Group no longer has to pay future royalties to Inven2 AS from potential commercial sales of products
related to the patents/patent applications. The patent period spans over 15 years and expires in 2031.
According to the purchase agreement related to the same patents, Inven2 AS is entitled to two milestone payments of MNOK 5.0 and MNOK 6.0 at the commencement of a clinical phase IIb and phase III study (or another registration study) respectively. The first milestone payment of MNOK 5.0 was paid to Inven2 in May 2020 due to the commencement of the INITIUM phase II trial. The milestone payment was capitalized in the balance sheet when it was paid to Inven2, and will be depreciated linearly until February 2031.
The carrying value of the patents as of 31.12.2024 was MNOK 4.3 before impairment.
Note 9: Non-current assets
Impairment assessment - UV1 Patents
In 2024, a full impairment loss on the patent was recognized, amounting to MNOK 4.3. This decision was based on an evaluation of impairment indicators in accordance with IAS 36 \u2013 Impairment of Assets. Key factors leading to the impairment were:
Recent Trial Results and Reduced Likelihood of Success
The three recent UV1 phase II clinical trial results with negative outcomes indicate that the one ongoing fully remaining trial (DOVACC) has a limited chance of success. This significantly reduces the likelihood of generating future economic benefits from the vaccine technology.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. As a result, the UV1 program, including the patent, is no longer a core asset.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the UV1-related assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
IFRS Considerations and Accounting Impact
Under IAS 36, an asset is impaired when its carrying amount exceeds its recoverable amount, defined as the higher of fair value less costs to sell and value in use. Given the lack of expected future cash flows and limited external market interest, the recoverable amount of the patent was determined to be zero.As a result, the carrying value of MNOK 4.3 was fully written off, and the impairment loss was recognized under 'Impairment of goodwill and intangible assets' in the income statement for the reporting period.Additionally, per IAS 38 \u2013 Intangible Assets, an intangible asset should be derecognized when no future economic benefits are expected. Since the Company no longer anticipates generating economic returns from the UV1 patent, full derecognition was deemed necessary.
Conclusion - Impairment assessment UV1 Patents
The full impairment of the UV1 vaccine technology patent aligns with the Company\u2019s shift in strategic focus and reflects the reduced probability of commercial viability following recent clinical trial outcomes. This accounting treatment ensures that the Company\u2019s financial statements provide a true and fair view of its assets in compliance with IFRS.
Note 9: Non-current assets
Licenses and Goodwill
Zelluna ASA (formerly Ultimovacs ASA) acquired Ultimovacs AB (formerly Tet Pharma AB) in July 2018 for MSEK 55.0, primarily to secure the rights to the TET/MultiClick technology, a patented vaccine and drug conju- gation platform. The acquisition was accounted for in accordance with IFRS 3 \u2013 Business Combi-nations, with all excess values allocated to intangible assets and goodwill. These included deferred tax liabilities of MNOK 10.4 and goodwill related to tax adjustments.The TET/MultiClick technology remains in the preclinical stage and has not yet generated revenue. As of 31 December 2024, a reassessment of these intangible assets indicated that full impairment was neces-sary.
Impairment assessment - Licenses and Goodwill (TET/MultiClick)
As of 31 December 2024, the Company has reassessed the value of the TET/MultiClick technology intan-gible assets and goodwill in light of significant changes in strategic priorities. These changes necessitate a full impairment of the carrying value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill, for the following reasons:
High estimation uncertainty in future cash flows
The TET/MultiClick technology remains in the preclinical stage, with no clear commercialization path or confirmed funding for future development. Given the uncertainty in future resource allocation, estimating the value in use of these assets involves significant estimation uncertainty, as reliable cash flow projec-tions cannot be made with reasonable accuracy. The present value of expected future net cash flows, adjusted for risk and uncertainty, is estimated to be approximately zero or negative. While the Company continues to explore the potential of the technology, the inherent risk-adjusted valuation does not sup-port maintaining a carrying amount.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. While the further development of TET/MultiClick will continue to be explored, the expected resource allocation to this technology is highly uncertain due to strategic priori-ties and financial constraints on funding of the different pipeline projects for the combined business.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the TET/MultiClick technology assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
Note 9: Non-current assets
IFRS Considerations and Accounting Impact
IAS 36 \u2013 Impairment of Assets
The impairment assessment was triggered by a strategic shift and high estimation uncertainty in future cash flows.
The previous fair value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill is no longer supported; the recoverable amount is assessed as nil.
IAS 38 \u2013 Intangible Assets
Intangible assets should be derecognized if no probable future economic benefits exist.
The reassessment confirms that the TET/MultiClick technology intangible assets must be fully impaired.
IAS 12 \u2013 Income Taxes
The associated deferred tax liability of MNOK 11.7, initially recognized in the purchase price allo-cation, has been reduced to nil following the impairment of goodwill.
This resulted in a tax income recognized in the profit or loss statement. These adjustments cre-ate a tax income effect in the P&L, offsetting the goodwill impairment charge.
IAS 1 \u2013 Presentation of Financial Statements
The impairment loss of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill will be transparently disclosed in the financial statements under 'Impairment of goodwill and intangible assets' for the year ending 31 December 2024.
The tax income arising from the derecognition of the deferred tax liability will be reflected in the tax line.
Conclusion - Impairment assessment Licenses and Goodwill (TET/MultiClick)
Given the strategic reprioritization, the previously assessed value in use of MNOK 56.6 for intangible as-sets and MNOK 11.7 for goodwill is no longer supported. As a result, the recoverable amount has been re-assessed as nil, triggering a full impairment of these amounts. The full impairment of the TET/MultiClick technology intangible assets and associated goodwill ensures that the financial statements accurately reflect the Company\u2019s strategic priorities and economic conditions following the business combination.
Note 9: Non-current assets
non-current assets 2024 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2024 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Additions | 17 | - | - | - | 17 |
Cost at 31 Dec 2024 | 2 385 | 9 000 | 50 401 | 10 383 | 72 169 |
Accumulated depreciation and amortization at 1 Jan 2024 | (2 255) | (3 970) | - | - | (6 224) |
Depreciations in the year | (101) | (754) | - | - | (855) |
Accumulated depreciation and amortization at 31 Dec 2024 | (2 355) | (4 724) | - | - | (7 080) |
Accumulated currency effects at 1 Jan 2024 | - | - | 6 165 | 318 | 7 435 |
Currency exchange effects in the year | - | - | (5) | (1) | (7) |
Carrying value at 31 Dec 2024 (before impairment) | 30 | 4 275 | 56 560 | 11 651 | 72 517 |
Impairments - (4 275) (56 560) (11 651) (72 487) | |||||
Carrying value at 31 Dec 2024 30 - - - 30 |
non-current assets 2023 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2023 | 2 344 | 9 000 | 50 401 | 10 383 | 72 127 |
Additions | 25 | - | - | - | 25 |
Cost at 31 Dec 2023 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Accumulated depreciation and amortization at 1 Jan 2023 | (2 124) | (3 215) | - | - | (5 339) |
Depreciations in the year | (130) | (754) | - | - | (885) |
Accumulated depreciation and amortization at 31 Dec 2023 | (2 255) | (3 970) | - | - | (6 224) |
Accumulated currency effects at 1 Jan 2023 | - | - | 1 544 | 318 | 1862 |
Currency exchange effects in the year | - | - | 4 621 | 952 | 5573 |
Carrying value at 31 Dec 2023 | 114 | 5 030 | 56 566 | 11 653 | 73 362 |
Economic life | 3 years | 15 years | indefinite | indefinite | |
Depreciation method | linear | linear |
Patents
In 2015, the Group acquired all rights to the UV1 patents and technology from Inven2 AS, which is one of the Group\u2019s main shareholders. The price for the patent was MNOK 4.0 and was based on a purchase op-tion in the license agreement entered into with Inven2 AS in 2011. The purchase of these rights implies that the Group no longer has to pay future royalties to Inven2 AS from potential commercial sales of products
related to the patents/patent applications. The patent period spans over 15 years and expires in 2031.
According to the purchase agreement related to the same patents, Inven2 AS is entitled to two milestone payments of MNOK 5.0 and MNOK 6.0 at the commencement of a clinical phase IIb and phase III study (or another registration study) respectively. The first milestone payment of MNOK 5.0 was paid to Inven2 in May 2020 due to the commencement of the INITIUM phase II trial. The milestone payment was capitalized in the balance sheet when it was paid to Inven2, and will be depreciated linearly until February 2031.
The carrying value of the patents as of 31.12.2024 was MNOK 4.3 before impairment.
Note 9: Non-current assets
Impairment assessment - UV1 Patents
In 2024, a full impairment loss on the patent was recognized, amounting to MNOK 4.3. This decision was based on an evaluation of impairment indicators in accordance with IAS 36 \u2013 Impairment of Assets. Key factors leading to the impairment were:
Recent Trial Results and Reduced Likelihood of Success
The three recent UV1 phase II clinical trial results with negative outcomes indicate that the one ongoing fully remaining trial (DOVACC) has a limited chance of success. This significantly reduces the likelihood of generating future economic benefits from the vaccine technology.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. As a result, the UV1 program, including the patent, is no longer a core asset.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the UV1-related assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
IFRS Considerations and Accounting Impact
Under IAS 36, an asset is impaired when its carrying amount exceeds its recoverable amount, defined as the higher of fair value less costs to sell and value in use. Given the lack of expected future cash flows and limited external market interest, the recoverable amount of the patent was determined to be zero.As a result, the carrying value of MNOK 4.3 was fully written off, and the impairment loss was recognized under 'Impairment of goodwill and intangible assets' in the income statement for the reporting period.Additionally, per IAS 38 \u2013 Intangible Assets, an intangible asset should be derecognized when no future economic benefits are expected. Since the Company no longer anticipates generating economic returns from the UV1 patent, full derecognition was deemed necessary.
Conclusion - Impairment assessment UV1 Patents
The full impairment of the UV1 vaccine technology patent aligns with the Company\u2019s shift in strategic focus and reflects the reduced probability of commercial viability following recent clinical trial outcomes. This accounting treatment ensures that the Company\u2019s financial statements provide a true and fair view of its assets in compliance with IFRS.
Note 9: Non-current assets
Licenses and Goodwill
Zelluna ASA (formerly Ultimovacs ASA) acquired Ultimovacs AB (formerly Tet Pharma AB) in July 2018 for MSEK 55.0, primarily to secure the rights to the TET/MultiClick technology, a patented vaccine and drug conju- gation platform. The acquisition was accounted for in accordance with IFRS 3 \u2013 Business Combi-nations, with all excess values allocated to intangible assets and goodwill. These included deferred tax liabilities of MNOK 10.4 and goodwill related to tax adjustments.The TET/MultiClick technology remains in the preclinical stage and has not yet generated revenue. As of 31 December 2024, a reassessment of these intangible assets indicated that full impairment was neces-sary.
Impairment assessment - Licenses and Goodwill (TET/MultiClick)
As of 31 December 2024, the Company has reassessed the value of the TET/MultiClick technology intan-gible assets and goodwill in light of significant changes in strategic priorities. These changes necessitate a full impairment of the carrying value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill, for the following reasons:
High estimation uncertainty in future cash flows
The TET/MultiClick technology remains in the preclinical stage, with no clear commercialization path or confirmed funding for future development. Given the uncertainty in future resource allocation, estimating the value in use of these assets involves significant estimation uncertainty, as reliable cash flow projec-tions cannot be made with reasonable accuracy. The present value of expected future net cash flows, adjusted for risk and uncertainty, is estimated to be approximately zero or negative. While the Company continues to explore the potential of the technology, the inherent risk-adjusted valuation does not sup-port maintaining a carrying amount.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. While the further development of TET/MultiClick will continue to be explored, the expected resource allocation to this technology is highly uncertain due to strategic priori-ties and financial constraints on funding of the different pipeline projects for the combined business.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the TET/MultiClick technology assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
Note 9: Non-current assets
IFRS Considerations and Accounting Impact
IAS 36 \u2013 Impairment of Assets
The impairment assessment was triggered by a strategic shift and high estimation uncertainty in future cash flows.
The previous fair value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill is no longer supported; the recoverable amount is assessed as nil.
IAS 38 \u2013 Intangible Assets
Intangible assets should be derecognized if no probable future economic benefits exist.
The reassessment confirms that the TET/MultiClick technology intangible assets must be fully impaired.
IAS 12 \u2013 Income Taxes
The associated deferred tax liability of MNOK 11.7, initially recognized in the purchase price allo-cation, has been reduced to nil following the impairment of goodwill.
This resulted in a tax income recognized in the profit or loss statement. These adjustments cre-ate a tax income effect in the P&L, offsetting the goodwill impairment charge.
IAS 1 \u2013 Presentation of Financial Statements
The impairment loss of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill will be transparently disclosed in the financial statements under 'Impairment of goodwill and intangible assets' for the year ending 31 December 2024.
The tax income arising from the derecognition of the deferred tax liability will be reflected in the tax line.
Conclusion - Impairment assessment Licenses and Goodwill (TET/MultiClick)
Given the strategic reprioritization, the previously assessed value in use of MNOK 56.6 for intangible as-sets and MNOK 11.7 for goodwill is no longer supported. As a result, the recoverable amount has been re-assessed as nil, triggering a full impairment of these amounts. The full impairment of the TET/MultiClick technology intangible assets and associated goodwill ensures that the financial statements accurately reflect the Company\u2019s strategic priorities and economic conditions following the business combination.
Note 9: Non-current assets
non-current assets 2024 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2024 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Additions | 17 | - | - | - | 17 |
Cost at 31 Dec 2024 | 2 385 | 9 000 | 50 401 | 10 383 | 72 169 |
Accumulated depreciation and amortization at 1 Jan 2024 | (2 255) | (3 970) | - | - | (6 224) |
Depreciations in the year | (101) | (754) | - | - | (855) |
Accumulated depreciation and amortization at 31 Dec 2024 | (2 355) | (4 724) | - | - | (7 080) |
Accumulated currency effects at 1 Jan 2024 | - | - | 6 165 | 318 | 7 435 |
Currency exchange effects in the year | - | - | (5) | (1) | (7) |
Carrying value at 31 Dec 2024 (before impairment) | 30 | 4 275 | 56 560 | 11 651 | 72 517 |
Impairments - (4 275) (56 560) (11 651) (72 487) | |||||
Carrying value at 31 Dec 2024 30 - - - 30 |
non-current assets 2023 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2023 | 2 344 | 9 000 | 50 401 | 10 383 | 72 127 |
Additions | 25 | - | - | - | 25 |
Cost at 31 Dec 2023 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Accumulated depreciation and amortization at 1 Jan 2023 | (2 124) | (3 215) | - | - | (5 339) |
Depreciations in the year | (130) | (754) | - | - | (885) |
Accumulated depreciation and amortization at 31 Dec 2023 | (2 255) | (3 970) | - | - | (6 224) |
Accumulated currency effects at 1 Jan 2023 | - | - | 1 544 | 318 | 1862 |
Currency exchange effects in the year | - | - | 4 621 | 952 | 5573 |
Carrying value at 31 Dec 2023 | 114 | 5 030 | 56 566 | 11 653 | 73 362 |
Economic life | 3 years | 15 years | indefinite | indefinite | |
Depreciation method | linear | linear |
Patents
In 2015, the Group acquired all rights to the UV1 patents and technology from Inven2 AS, which is one of the Group\u2019s main shareholders. The price for the patent was MNOK 4.0 and was based on a purchase op-tion in the license agreement entered into with Inven2 AS in 2011. The purchase of these rights implies that the Group no longer has to pay future royalties to Inven2 AS from potential commercial sales of products
related to the patents/patent applications. The patent period spans over 15 years and expires in 2031.
According to the purchase agreement related to the same patents, Inven2 AS is entitled to two milestone payments of MNOK 5.0 and MNOK 6.0 at the commencement of a clinical phase IIb and phase III study (or another registration study) respectively. The first milestone payment of MNOK 5.0 was paid to Inven2 in May 2020 due to the commencement of the INITIUM phase II trial. The milestone payment was capitalized in the balance sheet when it was paid to Inven2, and will be depreciated linearly until February 2031.
The carrying value of the patents as of 31.12.2024 was MNOK 4.3 before impairment.
Note 9: Non-current assets
Impairment assessment - UV1 Patents
In 2024, a full impairment loss on the patent was recognized, amounting to MNOK 4.3. This decision was based on an evaluation of impairment indicators in accordance with IAS 36 \u2013 Impairment of Assets. Key factors leading to the impairment were:
Recent Trial Results and Reduced Likelihood of Success
The three recent UV1 phase II clinical trial results with negative outcomes indicate that the one ongoing fully remaining trial (DOVACC) has a limited chance of success. This significantly reduces the likelihood of generating future economic benefits from the vaccine technology.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. As a result, the UV1 program, including the patent, is no longer a core asset.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the UV1-related assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
IFRS Considerations and Accounting Impact
Under IAS 36, an asset is impaired when its carrying amount exceeds its recoverable amount, defined as the higher of fair value less costs to sell and value in use. Given the lack of expected future cash flows and limited external market interest, the recoverable amount of the patent was determined to be zero.As a result, the carrying value of MNOK 4.3 was fully written off, and the impairment loss was recognized under 'Impairment of goodwill and intangible assets' in the income statement for the reporting period.Additionally, per IAS 38 \u2013 Intangible Assets, an intangible asset should be derecognized when no future economic benefits are expected. Since the Company no longer anticipates generating economic returns from the UV1 patent, full derecognition was deemed necessary.
Conclusion - Impairment assessment UV1 Patents
The full impairment of the UV1 vaccine technology patent aligns with the Company\u2019s shift in strategic focus and reflects the reduced probability of commercial viability following recent clinical trial outcomes. This accounting treatment ensures that the Company\u2019s financial statements provide a true and fair view of its assets in compliance with IFRS.
Note 9: Non-current assets
Licenses and Goodwill
Zelluna ASA (formerly Ultimovacs ASA) acquired Ultimovacs AB (formerly Tet Pharma AB) in July 2018 for MSEK 55.0, primarily to secure the rights to the TET/MultiClick technology, a patented vaccine and drug conju- gation platform. The acquisition was accounted for in accordance with IFRS 3 \u2013 Business Combi-nations, with all excess values allocated to intangible assets and goodwill. These included deferred tax liabilities of MNOK 10.4 and goodwill related to tax adjustments.The TET/MultiClick technology remains in the preclinical stage and has not yet generated revenue. As of 31 December 2024, a reassessment of these intangible assets indicated that full impairment was neces-sary.
Impairment assessment - Licenses and Goodwill (TET/MultiClick)
As of 31 December 2024, the Company has reassessed the value of the TET/MultiClick technology intan-gible assets and goodwill in light of significant changes in strategic priorities. These changes necessitate a full impairment of the carrying value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill, for the following reasons:
High estimation uncertainty in future cash flows
The TET/MultiClick technology remains in the preclinical stage, with no clear commercialization path or confirmed funding for future development. Given the uncertainty in future resource allocation, estimating the value in use of these assets involves significant estimation uncertainty, as reliable cash flow projec-tions cannot be made with reasonable accuracy. The present value of expected future net cash flows, adjusted for risk and uncertainty, is estimated to be approximately zero or negative. While the Company continues to explore the potential of the technology, the inherent risk-adjusted valuation does not sup-port maintaining a carrying amount.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. While the further development of TET/MultiClick will continue to be explored, the expected resource allocation to this technology is highly uncertain due to strategic priori-ties and financial constraints on funding of the different pipeline projects for the combined business.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the TET/MultiClick technology assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
Note 9: Non-current assets
IFRS Considerations and Accounting Impact
IAS 36 \u2013 Impairment of Assets
The impairment assessment was triggered by a strategic shift and high estimation uncertainty in future cash flows.
The previous fair value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill is no longer supported; the recoverable amount is assessed as nil.
IAS 38 \u2013 Intangible Assets
Intangible assets should be derecognized if no probable future economic benefits exist.
The reassessment confirms that the TET/MultiClick technology intangible assets must be fully impaired.
IAS 12 \u2013 Income Taxes
The associated deferred tax liability of MNOK 11.7, initially recognized in the purchase price allo-cation, has been reduced to nil following the impairment of goodwill.
This resulted in a tax income recognized in the profit or loss statement. These adjustments cre-ate a tax income effect in the P&L, offsetting the goodwill impairment charge.
IAS 1 \u2013 Presentation of Financial Statements
The impairment loss of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill will be transparently disclosed in the financial statements under 'Impairment of goodwill and intangible assets' for the year ending 31 December 2024.
The tax income arising from the derecognition of the deferred tax liability will be reflected in the tax line.
Conclusion - Impairment assessment Licenses and Goodwill (TET/MultiClick)
Given the strategic reprioritization, the previously assessed value in use of MNOK 56.6 for intangible as-sets and MNOK 11.7 for goodwill is no longer supported. As a result, the recoverable amount has been re-assessed as nil, triggering a full impairment of these amounts. The full impairment of the TET/MultiClick technology intangible assets and associated goodwill ensures that the financial statements accurately reflect the Company\u2019s strategic priorities and economic conditions following the business combination.
Note 9: Non-current assets
non-current assets 2024 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2024 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Additions | 17 | - | - | - | 17 |
Cost at 31 Dec 2024 | 2 385 | 9 000 | 50 401 | 10 383 | 72 169 |
Accumulated depreciation and amortization at 1 Jan 2024 | (2 255) | (3 970) | - | - | (6 224) |
Depreciations in the year | (101) | (754) | - | - | (855) |
Accumulated depreciation and amortization at 31 Dec 2024 | (2 355) | (4 724) | - | - | (7 080) |
Accumulated currency effects at 1 Jan 2024 | - | - | 6 165 | 318 | 7 435 |
Currency exchange effects in the year | - | - | (5) | (1) | (7) |
Carrying value at 31 Dec 2024 (before impairment) | 30 | 4 275 | 56 560 | 11 651 | 72 517 |
Impairments - (4 275) (56 560) (11 651) (72 487) | |||||
Carrying value at 31 Dec 2024 30 - - - 30 |
non-current assets 2023 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2023 | 2 344 | 9 000 | 50 401 | 10 383 | 72 127 |
Additions | 25 | - | - | - | 25 |
Cost at 31 Dec 2023 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Accumulated depreciation and amortization at 1 Jan 2023 | (2 124) | (3 215) | - | - | (5 339) |
Depreciations in the year | (130) | (754) | - | - | (885) |
Accumulated depreciation and amortization at 31 Dec 2023 | (2 255) | (3 970) | - | - | (6 224) |
Accumulated currency effects at 1 Jan 2023 | - | - | 1 544 | 318 | 1862 |
Currency exchange effects in the year | - | - | 4 621 | 952 | 5573 |
Carrying value at 31 Dec 2023 | 114 | 5 030 | 56 566 | 11 653 | 73 362 |
Economic life | 3 years | 15 years | indefinite | indefinite | |
Depreciation method | linear | linear |
Patents
In 2015, the Group acquired all rights to the UV1 patents and technology from Inven2 AS, which is one of the Group\u2019s main shareholders. The price for the patent was MNOK 4.0 and was based on a purchase op-tion in the license agreement entered into with Inven2 AS in 2011. The purchase of these rights implies that the Group no longer has to pay future royalties to Inven2 AS from potential commercial sales of products
related to the patents/patent applications. The patent period spans over 15 years and expires in 2031.
According to the purchase agreement related to the same patents, Inven2 AS is entitled to two milestone payments of MNOK 5.0 and MNOK 6.0 at the commencement of a clinical phase IIb and phase III study (or another registration study) respectively. The first milestone payment of MNOK 5.0 was paid to Inven2 in May 2020 due to the commencement of the INITIUM phase II trial. The milestone payment was capitalized in the balance sheet when it was paid to Inven2, and will be depreciated linearly until February 2031.
The carrying value of the patents as of 31.12.2024 was MNOK 4.3 before impairment.
Note 9: Non-current assets
Impairment assessment - UV1 Patents
In 2024, a full impairment loss on the patent was recognized, amounting to MNOK 4.3. This decision was based on an evaluation of impairment indicators in accordance with IAS 36 \u2013 Impairment of Assets. Key factors leading to the impairment were:
Recent Trial Results and Reduced Likelihood of Success
The three recent UV1 phase II clinical trial results with negative outcomes indicate that the one ongoing fully remaining trial (DOVACC) has a limited chance of success. This significantly reduces the likelihood of generating future economic benefits from the vaccine technology.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. As a result, the UV1 program, including the patent, is no longer a core asset.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the UV1-related assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
IFRS Considerations and Accounting Impact
Under IAS 36, an asset is impaired when its carrying amount exceeds its recoverable amount, defined as the higher of fair value less costs to sell and value in use. Given the lack of expected future cash flows and limited external market interest, the recoverable amount of the patent was determined to be zero.As a result, the carrying value of MNOK 4.3 was fully written off, and the impairment loss was recognized under 'Impairment of goodwill and intangible assets' in the income statement for the reporting period.Additionally, per IAS 38 \u2013 Intangible Assets, an intangible asset should be derecognized when no future economic benefits are expected. Since the Company no longer anticipates generating economic returns from the UV1 patent, full derecognition was deemed necessary.
Conclusion - Impairment assessment UV1 Patents
The full impairment of the UV1 vaccine technology patent aligns with the Company\u2019s shift in strategic focus and reflects the reduced probability of commercial viability following recent clinical trial outcomes. This accounting treatment ensures that the Company\u2019s financial statements provide a true and fair view of its assets in compliance with IFRS.
Note 9: Non-current assets
Licenses and Goodwill
Zelluna ASA (formerly Ultimovacs ASA) acquired Ultimovacs AB (formerly Tet Pharma AB) in July 2018 for MSEK 55.0, primarily to secure the rights to the TET/MultiClick technology, a patented vaccine and drug conju- gation platform. The acquisition was accounted for in accordance with IFRS 3 \u2013 Business Combi-nations, with all excess values allocated to intangible assets and goodwill. These included deferred tax liabilities of MNOK 10.4 and goodwill related to tax adjustments.The TET/MultiClick technology remains in the preclinical stage and has not yet generated revenue. As of 31 December 2024, a reassessment of these intangible assets indicated that full impairment was neces-sary.
Impairment assessment - Licenses and Goodwill (TET/MultiClick)
As of 31 December 2024, the Company has reassessed the value of the TET/MultiClick technology intan-gible assets and goodwill in light of significant changes in strategic priorities. These changes necessitate a full impairment of the carrying value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill, for the following reasons:
High estimation uncertainty in future cash flows
The TET/MultiClick technology remains in the preclinical stage, with no clear commercialization path or confirmed funding for future development. Given the uncertainty in future resource allocation, estimating the value in use of these assets involves significant estimation uncertainty, as reliable cash flow projec-tions cannot be made with reasonable accuracy. The present value of expected future net cash flows, adjusted for risk and uncertainty, is estimated to be approximately zero or negative. While the Company continues to explore the potential of the technology, the inherent risk-adjusted valuation does not sup-port maintaining a carrying amount.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. While the further development of TET/MultiClick will continue to be explored, the expected resource allocation to this technology is highly uncertain due to strategic priori-ties and financial constraints on funding of the different pipeline projects for the combined business.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the TET/MultiClick technology assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
Note 9: Non-current assets
IFRS Considerations and Accounting Impact
IAS 36 \u2013 Impairment of Assets
The impairment assessment was triggered by a strategic shift and high estimation uncertainty in future cash flows.
The previous fair value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill is no longer supported; the recoverable amount is assessed as nil.
IAS 38 \u2013 Intangible Assets
Intangible assets should be derecognized if no probable future economic benefits exist.
The reassessment confirms that the TET/MultiClick technology intangible assets must be fully impaired.
IAS 12 \u2013 Income Taxes
The associated deferred tax liability of MNOK 11.7, initially recognized in the purchase price allo-cation, has been reduced to nil following the impairment of goodwill.
This resulted in a tax income recognized in the profit or loss statement. These adjustments cre-ate a tax income effect in the P&L, offsetting the goodwill impairment charge.
IAS 1 \u2013 Presentation of Financial Statements
The impairment loss of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill will be transparently disclosed in the financial statements under 'Impairment of goodwill and intangible assets' for the year ending 31 December 2024.
The tax income arising from the derecognition of the deferred tax liability will be reflected in the tax line.
Conclusion - Impairment assessment Licenses and Goodwill (TET/MultiClick)
Given the strategic reprioritization, the previously assessed value in use of MNOK 56.6 for intangible as-sets and MNOK 11.7 for goodwill is no longer supported. As a result, the recoverable amount has been re-assessed as nil, triggering a full impairment of these amounts. The full impairment of the TET/MultiClick technology intangible assets and associated goodwill ensures that the financial statements accurately reflect the Company\u2019s strategic priorities and economic conditions following the business combination.
Note 9: Non-current assets
non-current assets 2024 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2024 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Additions | 17 | - | - | - | 17 |
Cost at 31 Dec 2024 | 2 385 | 9 000 | 50 401 | 10 383 | 72 169 |
Accumulated depreciation and amortization at 1 Jan 2024 | (2 255) | (3 970) | - | - | (6 224) |
Depreciations in the year | (101) | (754) | - | - | (855) |
Accumulated depreciation and amortization at 31 Dec 2024 | (2 355) | (4 724) | - | - | (7 080) |
Accumulated currency effects at 1 Jan 2024 | - | - | 6 165 | 318 | 7 435 |
Currency exchange effects in the year | - | - | (5) | (1) | (7) |
Carrying value at 31 Dec 2024 (before impairment) | 30 | 4 275 | 56 560 | 11 651 | 72 517 |
Impairments - (4 275) (56 560) (11 651) (72 487) | |||||
Carrying value at 31 Dec 2024 30 - - - 30 |
non-current assets 2023 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2023 | 2 344 | 9 000 | 50 401 | 10 383 | 72 127 |
Additions | 25 | - | - | - | 25 |
Cost at 31 Dec 2023 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Accumulated depreciation and amortization at 1 Jan 2023 | (2 124) | (3 215) | - | - | (5 339) |
Depreciations in the year | (130) | (754) | - | - | (885) |
Accumulated depreciation and amortization at 31 Dec 2023 | (2 255) | (3 970) | - | - | (6 224) |
Accumulated currency effects at 1 Jan 2023 | - | - | 1 544 | 318 | 1862 |
Currency exchange effects in the year | - | - | 4 621 | 952 | 5573 |
Carrying value at 31 Dec 2023 | 114 | 5 030 | 56 566 | 11 653 | 73 362 |
Economic life | 3 years | 15 years | indefinite | indefinite | |
Depreciation method | linear | linear |
Patents
In 2015, the Group acquired all rights to the UV1 patents and technology from Inven2 AS, which is one of the Group\u2019s main shareholders. The price for the patent was MNOK 4.0 and was based on a purchase op-tion in the license agreement entered into with Inven2 AS in 2011. The purchase of these rights implies that the Group no longer has to pay future royalties to Inven2 AS from potential commercial sales of products
related to the patents/patent applications. The patent period spans over 15 years and expires in 2031.
According to the purchase agreement related to the same patents, Inven2 AS is entitled to two milestone payments of MNOK 5.0 and MNOK 6.0 at the commencement of a clinical phase IIb and phase III study (or another registration study) respectively. The first milestone payment of MNOK 5.0 was paid to Inven2 in May 2020 due to the commencement of the INITIUM phase II trial. The milestone payment was capitalized in the balance sheet when it was paid to Inven2, and will be depreciated linearly until February 2031.
The carrying value of the patents as of 31.12.2024 was MNOK 4.3 before impairment.
Note 9: Non-current assets
Impairment assessment - UV1 Patents
In 2024, a full impairment loss on the patent was recognized, amounting to MNOK 4.3. This decision was based on an evaluation of impairment indicators in accordance with IAS 36 \u2013 Impairment of Assets. Key factors leading to the impairment were:
Recent Trial Results and Reduced Likelihood of Success
The three recent UV1 phase II clinical trial results with negative outcomes indicate that the one ongoing fully remaining trial (DOVACC) has a limited chance of success. This significantly reduces the likelihood of generating future economic benefits from the vaccine technology.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. As a result, the UV1 program, including the patent, is no longer a core asset.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the UV1-related assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
IFRS Considerations and Accounting Impact
Under IAS 36, an asset is impaired when its carrying amount exceeds its recoverable amount, defined as the higher of fair value less costs to sell and value in use. Given the lack of expected future cash flows and limited external market interest, the recoverable amount of the patent was determined to be zero.As a result, the carrying value of MNOK 4.3 was fully written off, and the impairment loss was recognized under 'Impairment of goodwill and intangible assets' in the income statement for the reporting period.Additionally, per IAS 38 \u2013 Intangible Assets, an intangible asset should be derecognized when no future economic benefits are expected. Since the Company no longer anticipates generating economic returns from the UV1 patent, full derecognition was deemed necessary.
Conclusion - Impairment assessment UV1 Patents
The full impairment of the UV1 vaccine technology patent aligns with the Company\u2019s shift in strategic focus and reflects the reduced probability of commercial viability following recent clinical trial outcomes. This accounting treatment ensures that the Company\u2019s financial statements provide a true and fair view of its assets in compliance with IFRS.
Note 9: Non-current assets
Licenses and Goodwill
Zelluna ASA (formerly Ultimovacs ASA) acquired Ultimovacs AB (formerly Tet Pharma AB) in July 2018 for MSEK 55.0, primarily to secure the rights to the TET/MultiClick technology, a patented vaccine and drug conju- gation platform. The acquisition was accounted for in accordance with IFRS 3 \u2013 Business Combi-nations, with all excess values allocated to intangible assets and goodwill. These included deferred tax liabilities of MNOK 10.4 and goodwill related to tax adjustments.The TET/MultiClick technology remains in the preclinical stage and has not yet generated revenue. As of 31 December 2024, a reassessment of these intangible assets indicated that full impairment was neces-sary.
Impairment assessment - Licenses and Goodwill (TET/MultiClick)
As of 31 December 2024, the Company has reassessed the value of the TET/MultiClick technology intan-gible assets and goodwill in light of significant changes in strategic priorities. These changes necessitate a full impairment of the carrying value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill, for the following reasons:
High estimation uncertainty in future cash flows
The TET/MultiClick technology remains in the preclinical stage, with no clear commercialization path or confirmed funding for future development. Given the uncertainty in future resource allocation, estimating the value in use of these assets involves significant estimation uncertainty, as reliable cash flow projec-tions cannot be made with reasonable accuracy. The present value of expected future net cash flows, adjusted for risk and uncertainty, is estimated to be approximately zero or negative. While the Company continues to explore the potential of the technology, the inherent risk-adjusted valuation does not sup-port maintaining a carrying amount.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. While the further development of TET/MultiClick will continue to be explored, the expected resource allocation to this technology is highly uncertain due to strategic priori-ties and financial constraints on funding of the different pipeline projects for the combined business.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the TET/MultiClick technology assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
Note 9: Non-current assets
IFRS Considerations and Accounting Impact
IAS 36 \u2013 Impairment of Assets
The impairment assessment was triggered by a strategic shift and high estimation uncertainty in future cash flows.
The previous fair value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill is no longer supported; the recoverable amount is assessed as nil.
IAS 38 \u2013 Intangible Assets
Intangible assets should be derecognized if no probable future economic benefits exist.
The reassessment confirms that the TET/MultiClick technology intangible assets must be fully impaired.
IAS 12 \u2013 Income Taxes
The associated deferred tax liability of MNOK 11.7, initially recognized in the purchase price allo-cation, has been reduced to nil following the impairment of goodwill.
This resulted in a tax income recognized in the profit or loss statement. These adjustments cre-ate a tax income effect in the P&L, offsetting the goodwill impairment charge.
IAS 1 \u2013 Presentation of Financial Statements
The impairment loss of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill will be transparently disclosed in the financial statements under 'Impairment of goodwill and intangible assets' for the year ending 31 December 2024.
The tax income arising from the derecognition of the deferred tax liability will be reflected in the tax line.
Conclusion - Impairment assessment Licenses and Goodwill (TET/MultiClick)
Given the strategic reprioritization, the previously assessed value in use of MNOK 56.6 for intangible as-sets and MNOK 11.7 for goodwill is no longer supported. As a result, the recoverable amount has been re-assessed as nil, triggering a full impairment of these amounts. The full impairment of the TET/MultiClick technology intangible assets and associated goodwill ensures that the financial statements accurately reflect the Company\u2019s strategic priorities and economic conditions following the business combination.
Note 9: Non-current assets
non-current assets 2024 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2024 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Additions | 17 | - | - | - | 17 |
Cost at 31 Dec 2024 | 2 385 | 9 000 | 50 401 | 10 383 | 72 169 |
Accumulated depreciation and amortization at 1 Jan 2024 | (2 255) | (3 970) | - | - | (6 224) |
Depreciations in the year | (101) | (754) | - | - | (855) |
Accumulated depreciation and amortization at 31 Dec 2024 | (2 355) | (4 724) | - | - | (7 080) |
Accumulated currency effects at 1 Jan 2024 | - | - | 6 165 | 318 | 7 435 |
Currency exchange effects in the year | - | - | (5) | (1) | (7) |
Carrying value at 31 Dec 2024 (before impairment) | 30 | 4 275 | 56 560 | 11 651 | 72 517 |
Impairments - (4 275) (56 560) (11 651) (72 487) | |||||
Carrying value at 31 Dec 2024 30 - - - 30 |
non-current assets 2023 (NOK 1 000) | Office and lab equipm. | Patents | Licenses | Goodwill | Total |
Accumulated cost 1 Jan 2023 | 2 344 | 9 000 | 50 401 | 10 383 | 72 127 |
Additions | 25 | - | - | - | 25 |
Cost at 31 Dec 2023 | 2 368 | 9 000 | 50 401 | 10 383 | 72 152 |
Accumulated depreciation and amortization at 1 Jan 2023 | (2 124) | (3 215) | - | - | (5 339) |
Depreciations in the year | (130) | (754) | - | - | (885) |
Accumulated depreciation and amortization at 31 Dec 2023 | (2 255) | (3 970) | - | - | (6 224) |
Accumulated currency effects at 1 Jan 2023 | - | - | 1 544 | 318 | 1862 |
Currency exchange effects in the year | - | - | 4 621 | 952 | 5573 |
Carrying value at 31 Dec 2023 | 114 | 5 030 | 56 566 | 11 653 | 73 362 |
Economic life | 3 years | 15 years | indefinite | indefinite | |
Depreciation method | linear | linear |
Patents
In 2015, the Group acquired all rights to the UV1 patents and technology from Inven2 AS, which is one of the Group\u2019s main shareholders. The price for the patent was MNOK 4.0 and was based on a purchase op-tion in the license agreement entered into with Inven2 AS in 2011. The purchase of these rights implies that the Group no longer has to pay future royalties to Inven2 AS from potential commercial sales of products
related to the patents/patent applications. The patent period spans over 15 years and expires in 2031.
According to the purchase agreement related to the same patents, Inven2 AS is entitled to two milestone payments of MNOK 5.0 and MNOK 6.0 at the commencement of a clinical phase IIb and phase III study (or another registration study) respectively. The first milestone payment of MNOK 5.0 was paid to Inven2 in May 2020 due to the commencement of the INITIUM phase II trial. The milestone payment was capitalized in the balance sheet when it was paid to Inven2, and will be depreciated linearly until February 2031.
The carrying value of the patents as of 31.12.2024 was MNOK 4.3 before impairment.
Note 9: Non-current assets
Impairment assessment - UV1 Patents
In 2024, a full impairment loss on the patent was recognized, amounting to MNOK 4.3. This decision was based on an evaluation of impairment indicators in accordance with IAS 36 \u2013 Impairment of Assets. Key factors leading to the impairment were:
Recent Trial Results and Reduced Likelihood of Success
The three recent UV1 phase II clinical trial results with negative outcomes indicate that the one ongoing fully remaining trial (DOVACC) has a limited chance of success. This significantly reduces the likelihood of generating future economic benefits from the vaccine technology.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. As a result, the UV1 program, including the patent, is no longer a core asset.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the UV1-related assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
IFRS Considerations and Accounting Impact
Under IAS 36, an asset is impaired when its carrying amount exceeds its recoverable amount, defined as the higher of fair value less costs to sell and value in use. Given the lack of expected future cash flows and limited external market interest, the recoverable amount of the patent was determined to be zero.As a result, the carrying value of MNOK 4.3 was fully written off, and the impairment loss was recognized under 'Impairment of goodwill and intangible assets' in the income statement for the reporting period.Additionally, per IAS 38 \u2013 Intangible Assets, an intangible asset should be derecognized when no future economic benefits are expected. Since the Company no longer anticipates generating economic returns from the UV1 patent, full derecognition was deemed necessary.
Conclusion - Impairment assessment UV1 Patents
The full impairment of the UV1 vaccine technology patent aligns with the Company\u2019s shift in strategic focus and reflects the reduced probability of commercial viability following recent clinical trial outcomes. This accounting treatment ensures that the Company\u2019s financial statements provide a true and fair view of its assets in compliance with IFRS.
Note 9: Non-current assets
Licenses and Goodwill
Zelluna ASA (formerly Ultimovacs ASA) acquired Ultimovacs AB (formerly Tet Pharma AB) in July 2018 for MSEK 55.0, primarily to secure the rights to the TET/MultiClick technology, a patented vaccine and drug conju- gation platform. The acquisition was accounted for in accordance with IFRS 3 \u2013 Business Combi-nations, with all excess values allocated to intangible assets and goodwill. These included deferred tax liabilities of MNOK 10.4 and goodwill related to tax adjustments.The TET/MultiClick technology remains in the preclinical stage and has not yet generated revenue. As of 31 December 2024, a reassessment of these intangible assets indicated that full impairment was neces-sary.
Impairment assessment - Licenses and Goodwill (TET/MultiClick)
As of 31 December 2024, the Company has reassessed the value of the TET/MultiClick technology intan-gible assets and goodwill in light of significant changes in strategic priorities. These changes necessitate a full impairment of the carrying value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill, for the following reasons:
High estimation uncertainty in future cash flows
The TET/MultiClick technology remains in the preclinical stage, with no clear commercialization path or confirmed funding for future development. Given the uncertainty in future resource allocation, estimating the value in use of these assets involves significant estimation uncertainty, as reliable cash flow projec-tions cannot be made with reasonable accuracy. The present value of expected future net cash flows, adjusted for risk and uncertainty, is estimated to be approximately zero or negative. While the Company continues to explore the potential of the technology, the inherent risk-adjusted valuation does not sup-port maintaining a carrying amount.
Strategic Shift Post-Business Combination
Following the business combination with Zelluna Immunotherapy AS, the Company is prioritizing the de-velopment of Zelluna Immunotherapy AS\u2019s proprietary TCR-NK cell therapy platform. The strategic focus is now on i.) advancing the world's first MAGE-A4 targeting TCR-NK program, ZI-MA4-1, into first-in-hu-man clinical studies treating solid cancers, ii.) developing the TCR-NK pipeline, and iii.) seeking to unlock the MultiClick technology potential. While the further development of TET/MultiClick will continue to be explored, the expected resource allocation to this technology is highly uncertain due to strategic priori-ties and financial constraints on funding of the different pipeline projects for the combined business.
Market and Valuation Considerations
The implicit valuation of Zelluna ASA (formerly Ultimovacs ASA) in the business combination, along with observed post-announcement pricing of the shares in the market, indicate that investors do not assign significant value to the TET/MultiClick technology assets. Our assessment is therefore that the fair value less costs of disposal of these intangible assets are nil.
Note 9: Non-current assets
IFRS Considerations and Accounting Impact
IAS 36 \u2013 Impairment of Assets
The impairment assessment was triggered by a strategic shift and high estimation uncertainty in future cash flows.
The previous fair value of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill is no longer supported; the recoverable amount is assessed as nil.
IAS 38 \u2013 Intangible Assets
Intangible assets should be derecognized if no probable future economic benefits exist.
The reassessment confirms that the TET/MultiClick technology intangible assets must be fully impaired.
IAS 12 \u2013 Income Taxes
The associated deferred tax liability of MNOK 11.7, initially recognized in the purchase price allo-cation, has been reduced to nil following the impairment of goodwill.
This resulted in a tax income recognized in the profit or loss statement. These adjustments cre-ate a tax income effect in the P&L, offsetting the goodwill impairment charge.
IAS 1 \u2013 Presentation of Financial Statements
The impairment loss of MNOK 56.6 for intangible assets and MNOK 11.7 for goodwill will be transparently disclosed in the financial statements under 'Impairment of goodwill and intangible assets' for the year ending 31 December 2024.
The tax income arising from the derecognition of the deferred tax liability will be reflected in the tax line.
Conclusion - Impairment assessment Licenses and Goodwill (TET/MultiClick)
Given the strategic reprioritization, the previously assessed value in use of MNOK 56.6 for intangible as-sets and MNOK 11.7 for goodwill is no longer supported. As a result, the recoverable amount has been re-assessed as nil, triggering a full impairment of these amounts. The full impairment of the TET/MultiClick technology intangible assets and associated goodwill ensures that the financial statements accurately reflect the Company\u2019s strategic priorities and economic conditions following the business combination.
Note 10: Other receivables
Other receivables (NOK 1 000) | 2024 | 2023 |
Government grants receivables (ref note 3) | 3 986 | 2 998 |
Prepayments | 2 111 | 1 463 |
Other receivables | 379 | 1 096 |
Total other receivables | 6 476 | 5 557 |
Note 10: Other receivables
Other receivables (NOK 1 000) | 2024 | 2023 |
Government grants receivables (ref note 3) | 3 986 | 2 998 |
Prepayments | 2 111 | 1 463 |
Other receivables | 379 | 1 096 |
Total other receivables | 6 476 | 5 557 |
Note 11: Cash and cash equivalents
Cash and cash equivalents (NOK 1 000) | 2024 | 2023 |
Employee withholding tax | 1 582 | 1 697 |
Cash at bank | 105 789 | 264 862 |
Cash and cash equivalents | 107 371 | 266 559 |
As of 31 December 2024, cash and cash equivalents amounted to MNOK 107.4, of which MNOK 10.7 (MEUR 0.9) on an EUR account and MNOK 2.1 (MSEK 2.1) in Ultimovacs AB on a Swedish bank account in SEK.
Note 11: Cash and cash equivalents
Cash and cash equivalents (NOK 1 000) | 2024 | 2023 |
Employee withholding tax | 1 582 | 1 697 |
Cash at bank | 105 789 | 264 862 |
Cash and cash equivalents | 107 371 | 266 559 |
As of 31 December 2024, cash and cash equivalents amounted to MNOK 107.4, of which MNOK 10.7 (MEUR 0.9) on an EUR account and MNOK 2.1 (MSEK 2.1) in Ultimovacs AB on a Swedish bank account in SEK.
Note 12: Share capital, shareholder information and dividend
The share capital as of 31 December 2024 was NOK 3,440,606.1, with 34,406,061 ordinary shares with a nominal value of NOK 0.1. All issued shares have equal voting rights and the right to receive dividend. No dividend has been paid in the period. Zelluna ASA has approximately 6,700 shareholders as of 31 December 2024, with the 20 largest shareholders as of this date listed in a table below on the next page. The move-ment in the number of registered shares and share capital was in 2023 and 2024 as follows:
Changes to share capital | Share capitalNumber of shares | Share capital(NOK) |
31 December 2022 | 34 396 461 | 3 439 646.1 |
Issuance of ordinary shares | 9 600 | 960 |
31 December 2023 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares | - | - |
31 December 2024 | 34 406 061 | 3 440 606.1 |
In November 2023, a total of 9,600 options, granted under Zelluna\u2019 option program, were exercised. Subse-quently, the Company\u2019s share capital was increased by NOK 960 by issuing 9,600 new shares, each share of par value NOK 0.10.
Note 12: Share capital, shareholder information and dividend (continued)
Note 12: Share capital, shareholder information and dividend
The share capital as of 31 December 2024 was NOK 3,440,606.1, with 34,406,061 ordinary shares with a nominal value of NOK 0.1. All issued shares have equal voting rights and the right to receive dividend. No dividend has been paid in the period. Zelluna ASA has approximately 6,700 shareholders as of 31 December 2024, with the 20 largest shareholders as of this date listed in a table below on the next page. The move-ment in the number of registered shares and share capital was in 2023 and 2024 as follows:
Changes to share capital | Share capitalNumber of shares | Share capital(NOK) |
31 December 2022 | 34 396 461 | 3 439 646.1 |
Issuance of ordinary shares | 9 600 | 960 |
31 December 2023 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares | - | - |
31 December 2024 | 34 406 061 | 3 440 606.1 |
In November 2023, a total of 9,600 options, granted under Zelluna\u2019 option program, were exercised. Subse-quently, the Company\u2019s share capital was increased by NOK 960 by issuing 9,600 new shares, each share of par value NOK 0.10.
Note 12: Share capital, shareholder information and dividend (continued)
Note 12: Share capital, shareholder information and dividend
The share capital as of 31 December 2024 was NOK 3,440,606.1, with 34,406,061 ordinary shares with a nominal value of NOK 0.1. All issued shares have equal voting rights and the right to receive dividend. No dividend has been paid in the period. Zelluna ASA has approximately 6,700 shareholders as of 31 December 2024, with the 20 largest shareholders as of this date listed in a table below on the next page. The move-ment in the number of registered shares and share capital was in 2023 and 2024 as follows:
Changes to share capital | Share capitalNumber of shares | Share capital(NOK) |
31 December 2022 | 34 396 461 | 3 439 646.1 |
Issuance of ordinary shares | 9 600 | 960 |
31 December 2023 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares | - | - |
31 December 2024 | 34 406 061 | 3 440 606.1 |
In November 2023, a total of 9,600 options, granted under Zelluna\u2019 option program, were exercised. Subse-quently, the Company\u2019s share capital was increased by NOK 960 by issuing 9,600 new shares, each share of par value NOK 0.10.
Note 12: Share capital, shareholder information and dividend (continued)
Note 12: Share capital, shareholder information and dividend
The share capital as of 31 December 2024 was NOK 3,440,606.1, with 34,406,061 ordinary shares with a nominal value of NOK 0.1. All issued shares have equal voting rights and the right to receive dividend. No dividend has been paid in the period. Zelluna ASA has approximately 6,700 shareholders as of 31 December 2024, with the 20 largest shareholders as of this date listed in a table below on the next page. The move-ment in the number of registered shares and share capital was in 2023 and 2024 as follows:
Changes to share capital | Share capitalNumber of shares | Share capital(NOK) |
31 December 2022 | 34 396 461 | 3 439 646.1 |
Issuance of ordinary shares | 9 600 | 960 |
31 December 2023 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares | - | - |
31 December 2024 | 34 406 061 | 3 440 606.1 |
In November 2023, a total of 9,600 options, granted under Zelluna\u2019 option program, were exercised. Subse-quently, the Company\u2019s share capital was increased by NOK 960 by issuing 9,600 new shares, each share of par value NOK 0.10.
Note 12: Share capital, shareholder information and dividend (continued)
The 20 main shareholders as of 31 December 2024 | Number of shares | Ownership interest |
Gjelsten Holding AS | 6 495 866 | 18.9 % |
Radforsk Investeringsstiftelse | 1 519 263 | 4.4 % |
Inven2 AS | 1 265 139 | 3.7 % |
Hawkeye Invest AS | 868 030 | 2.5 % |
Jomani AS | 722 801 | 2.1 % |
Lefdalsnes, Johan Gunnar God\u00f8 | 559 162 | 1.6 % |
Prieta AS | 533 988 | 1.6 % |
Nordnet Livsforsikring AS | 466 384 | 1.4 % |
J.P. Morgan Se | 396 661 | 1.2 % |
Swedbank AB | 370 713 | 1.1 % |
Dahl Og Strand Invest AS | 359 486 | 1.0 % |
Tran, Tuan Ba | 357 068 | 1.0 % |
Utmost Paneurope Dac | 323 517 | 0.9 % |
S\u00e6ther, Hermod Atle | 310 810 | 0.9 % |
Basic I AS | 300 000 | 0.9 % |
Avanza Bank AB | 284 064 | 0.8 % |
Eufori AS | 271 600 | 0.8 % |
Dybvad-Roll, Peter | 255 447 | 0.7 % |
Wiarom AS | 250 000 | 0.7 % |
S\u00e6lid, Alfred | 245 301 | 0.7 % |
20 Largest shareholders | 16 155 300 | 47.0% |
Other shareholders | 18 250 761 | 53.0% |
Total | 34 406 061 | 100.0% |
As of 31 December 2024, one member of the Management team in the Group held a total of 87,500 ordi-nary shares in Zelluna.\t
Number of shares held by Management and the Board of Directors as of 31 December 2024 | Position | Number of shares |
Audun Tornes - through Aeolus AS | CTO | 87 500 |
Henrik Schussler - through Fireh AS | Board member | 80 900 |
Kari Gr\u00f8n\u00e5s - through K OG K AS | Board member | 6 640 |
Total shares held by Management and the Board of Directors | 175 040 |
Note that the number of shares held by Carlos de Sousa and closely related parties is not disclosed as he was not a member of the Management team or a primary insider as of 31 December 2024.
Note 12: Share capital, shareholder information and dividend (continued)
The 20 main shareholders as of 31 December 2023 | Number of shares | Ownership interest |
Gjelsten Holding AS | 6 495 866 | 18.9 % |
Canica AS | 2 705 957 | 7.9 % |
Watrium AS | 1 780 575 | 5.2 % |
Radforsk Investeringsstiftelse | 1 519 263 | 4.4 % |
Lang\u00f8ya Invest AS | 1 396 006 | 4.1 % |
Inven2 AS | 1 372 163 | 4.0 % |
Helene Sundt AS | 965 802 | 2.8 % |
CGS Holding AS | 882 132 | 2.6 % |
Sundt AS | 803 321 | 2.3 % |
Stavanger Forvaltning AS | 583 416 | 1.7 % |
Danske Invest Norge Vekst | 563 525 | 1.6 % |
Prieta AS | 533 988 | 1.6 % |
Verdipapirfondet Nordea Avkastning | 414 990 | 1.2 % |
Myrlid AS | 400 000 | 1.2 % |
Folketrygdfondet | 343 465 | 1.0 % |
SEB Prime Solutions Sissener Canopus | 300 000 | 0.9 % |
Wiarom AS | 250 000 | 0.7 % |
Gade, Leif Johan | 240 000 | 0.7 % |
Verdipapirfondet Nordea Kapital | 233 090 | 0.7 % |
Jakob Hatteland Holding AS | 211 110 | 0.6 % |
20 Largest shareholders | 21 994 669 | 63.9% |
Other shareholders | 12 411 392 | 36.1% |
Total | 34 406 061 | 100.0% |
As of 31 December 2023, five members of the Management team in the Group held a total of 164,654 or-dinary shares in Zelluna.\t
Number of shares held by Management and the Board of Directors as of 31 December 2023 | Position | Number of shares |
Carlos de Sousa | CEO | 15 406 |
Hans Vassg\u00e5rd Eid - through Sn\u00f8tind AS | CFO | 57 200 |
Audun Tornes - through Aeolus AS | CTO | 87 500 |
Antonius Berkien - through nominee account | CBO | 1 088 |
Anne Wors\u00f8e - through Waverly AS | Head of IR | 3 460 |
Ketil Fjerdingen - through Lang\u00f8ya Invest AS | Board member | 1 396 006 |
Leiv Askvig - through Basen Kapital AS | Board member | 91 500 |
Henrik Schussler - through Fireh AS | Board member | 30 900 |
Eva S. Dugstad | Board member | 6 400 |
Kari Gr\u00f8n\u00e5s - through K OG K AS | Board member | 6 640 |
Total shares held by Management and the Board of Directors | 1 696 100 |
As of 31 December 2023, Carlos de Sousa and closely related parties hold in total 23,056 shares in Zellu-na ASA.
Reclassification of Accumulated LossesDuring the year, accumulated losses of MNOK 1 062.4 were reclassified and offset against the share pre-mium account. This reclassification had no impact on total equity.
Note 13: Transactions with related parties
In 2015, Zelluna acquired the patent rights for the core UV1 technology from Inven2 AS, a major shareholder in the Group. Based on the agreements, Invent2 AS is entitled to receive two potential milestone payments when certain clinical research criteria are reached; MNOK 5.0 and MNOK 6.0 at the commencement of a clinical phase IIb and phase III study (or another registration study) respectively. The first milestone pay-ment of MNOK 5.0 was paid to Inven2 in May 2020 due to the commencement of the INITIUM phase II trial.
Please refer to note 9 for additional information.
As part of ordinary business and at market price, Zelluna purchases services related to clinical trials and laboratory services from Oslo University Hospital through Inven2 AS. Invoicing directly from or administered by Inven2 AS amounted to MNOK 2.3 in 2023 and MNOK 1.0 in 2024. As per 31 December 2024, Zelluna had no outstanding payables to Inven2 AS.
Note 14: Leases and commitments
Right-of-use assets 2024 (NOK 1 000) | Freezer | Cars | Office | TotaL |
Right-of-use assets as per 1 January 2024 | 0 | 778 | 2 783 | 3 561 |
Extension options exercised / addition during the year | 200 | - | 139 | 339 |
Depreciation costs during the year | (40) | (413) | (1 461) | (1 914) |
Balance sheet value as per 31 December 2024 | 160 | 365 | 1 460 | 1 986 |
Right-of-use assets 2023 (NOK 1 000) | Cars | Office | TotaL |
Right-of-use assets as per 1 January 2023 | 1 270 | 4 174 | 5 444 |
Extension options exercised / addition during the year | - | - | - |
Depreciation costs during the year | (492) | (1 391) | (1 883) |
Balance sheet value as per 31 December 2023 | 778 | 2 783 | 3 561 |
Lease liabilities (NOK 1 000) | 2024 | 2023 |
Lease liability as per 1 January | 3 713 | 5 481 |
Additions | 339 | - |
Cash payments for the principal portion of the lease liability | (1 958) | (1 767) |
Cash payments for the interest portion of the lease liability | (257) | (380) |
Interest expense on lease liabilities | 257 | 380 |
Lease liability as per 31 December | 2 095 | 3 713 |
Current | 1 864 | 1 827 |
Non-current | 230 | 1 886 |
Lease expenses (NOK 1 000) | 2024 | 2023 |
Depreciation expense of right-of-use assets | 1 914 | 1 883 |
Interest expense on lease liabilities | 257 | 380 |
Expense relating to short-term leases (incl. in Other operating expenses)\t | 1 337 | 1 242 |
Expense relating to low-value assets (incl. in Other operating expenses)\t | 11 | 11 |
Total amount recognized in profit or loss | 3 519 | 3 516 |
The right-of-use assets comprise a rental agreement for office premises in Oslo with 1 year left of the rent-al contract as of 31 December 2024, and three car-leasing contracts. The weighted average discount rate applied is 8.3% as per 31 December 2024.
The Group has utilized the practical expedients relating to leases where short term leases and lease-con-tracts of low value have not been recognized as right of use assets. Expenses relating to short-term lease comprise lab premises and parking spaces in Oslo, Norway, and office- and lab premises in Uppsala, Swe-den. These contracts can be terminated by both lessee and lessor within 1 - 3 months. Expense relating to low-value assets comprise leasing of an office printer in Oslo.
The Group had total cash outflows related to leases of MNOK 3.4 in FY23 and MNOK 3.6 in FY24.
Non-discounted lease liabilities expiring within the following periods from the balance sheet date (NOK 1 000) | 2024 | 2023 |
Within 1 year | 1 938 | 2 058 |
1 to 2 years | 199 | 1 862 |
2 to 3 years | - | 112 |
3 to 4 years | 84 | - |
4 to 5 years | - | - |
Over 5 years | - | - |
Sum | 2 220 | 4 032 |
Note 15: Share based payment
Share option program
The equity-settled share option program which was introduced in June 2019 is groupwide and includes all employees in the Group. At the Annual General Meeting held on 18 April 2024, the Board was authorized to increase the Company\u2019s share capital in connection with the share incentive arrangement by up to NOK 344,060.6. The authorization is valid until the next ordinary General Meeting in 2025.
Each option gives the right to acquire one share in the Company and is granted without consideration. Pursuant to the vesting schedule, 25% of the options will vest one year after the day of grant, 25% of the options will vest two years after the day of grant and the remaining 50% will vest three years after the day of grant. The options granted in 2020 to the CEO, Carlos de Sousa, will vest with 33.33% one year following the grant date, 33.33% after two years, and the remaining 33.34% on the third anniversary following the grant date. Vesting is dependent on the option holder still being employed in the Company. Options that are not exercised within 7 years from the date of grant will lapse and become void.
The original exercise prices were NOK 31.25 for the options granted in 2019, NOK 39.15 for the options grant-ed in 2020, NOK 61.99 for the options granted in 2021, NOK 83.46 for the options granted in 2022 and NOK 128.61 for the options granted in 2023.
In June 2024, the board of directors of Zelluna ASA decided to revise the terms of parts of the share op-tion program. The strike prices of the already issued share options to the employees who were not made redundant during the 2024 downsizing process, i.e. employees that were not served notice of termination during April 2024, were adjusted as follows:
The strike price was adjusted for the following subset of the currently non-exercised options; 100% of the options issued in 2023 (i.e., 98,500 options with a previous strike price of NOK 128.61 per share), 100% of the options issued in 2022 (i.e., 303,500 options with a previous strike price of NOK 83.46 per share), and 50% of the options issued in 2021 (i.e., 185,825 options with a previous strike price of NOK 61.99 per share).
For these options, the new strike price was set to NOK 8.18 per share, which was equal to the volume weighted average share price the last five trading days prior to the date of this decision, June 24th, 2024. The modification of the share option terms is accounted for in accordance with IFRS 2 \u2013 Share-based Payment. The incremental fair value arising from the reduction in strike price has been measured at the modification date and recognized as an additional expense over the remaining vesting period, with an immediate charge for vested options. The total IFRS cost effect of MNOK 1.8 has been recog-nized in profit and loss and against other equity.
A total of 2,039,890 share options are granted per 31 December 2024, corresponding to 5.9% of the out-standing number of shares in the Company. A total of 249,395 options have been forfeited during the year as employees have left the company.
Movements of options during 2024 | Number of instruments | Weighted Average Exercise Price |
Outstanding at 1 January | 2 289 285 | 59.82 |
Granted during the year | - | - |
Terminated during the year | (249 395) | 64.60 |
Exercised during the year | - | - |
Expired during the year | - | - |
Outstanding at 31 December | 2 039 890 | 39.06 |
Vested options during the year | 433 879 | 36.30 |
Movements of options during 2023 | Number of instruments | Weighted Average Exercise Price |
Outstanding at 1 January | 2 138 885 | 54.55 |
Granted during the year | 160 000 | 128.61 |
Terminated during the year | - | - |
Exercised during the year* | (9 600) | 31.25 |
Expired during the year | - | - |
Outstanding at 31 December | 2 289 285 | 59.82 |
Vested options during the year | 618 427 | 53.29 |
*The weighted average market price of the shares when the options were exercised in 2023 was NOK 93.20.
Note 15: Share based payment (continued)
Outstanding Instruments Overview at year end | 2024 | 2023 |
Number of instruments | 2 039 890 | 2 289 285 |
Weighted Average Exercise Price (NOK) | 39.06 | 59.82 |
Vested/Exercisable instruments as of 31 December | 1 828 015 | 1 469 281 |
Weighted Average Exercise Price on vested instruments (NOK)\t | 41.38 | 46.10 |
Weighted Average remaining contractual life (years) | 2.80 | 4.13 |
Assumptions, costs and social security provisions:The Zelluna Employee Share Options\u2019 fair value is calculated according to the IFRS-2 regulations. As stat-ed in IFRS-2 Appendix B \u00a7B5 the Black-Scholes-Merton Option Pricing Model (\u201cB&S Model\u201d) may be used to estimate the fair value of employee share options, which is therefore used to estimate the fair value of the Zelluna Employee Share Options. The model uses the following parameters; the exercise price, the current price of the underlying shares, the life of the option, the expected volatility of the share price, the dividends expected on the shares, and the risk-free interest rate for the life of the option. The exercise price is set out in the Zelluna Award Agreements with each employee and is stated in the Norwegian Krone. The current price of the underlying shares used in the model is the last available clos-ing price of Zelluna at grant date.The risk-free interest rate used in the B&S Model is equal to the rates of the government bond issues of the country in whose currency the exercise price is expressed, with the term equal to the expected term of the option being valued. Since the exercise price is expressed in Norwegian Krone, the \u201cNorges Bank Statskasseveksler\u201d and \u201cObligasjoner\u201d-rate is used as input. The interest rates used for the options with term structures outside of the quoted terms of Norges Banks interest rates are calculated with the use of a linear interpolation between the two closest quoted rates.A dividend parameter is not included in the calculations.
The B&S Model assumes that the time from grant until expiry gives the time parameter in the mod-el. This assumption is based on the options being free from restraints and that the owner of the options holds the right to sell the option in the market at any time. As this is not the case for most employee share options, IFRS-2 Appendix B \u00a7B16-18, states that a shorter time period can be used as the expected lifetime of the options in some cases. Half a year after vesting date is there-fore assumed to be the estimated end-of-lifetime of each option in the model. However, exercise patterns will be monitored, and expected option lifetime will be updated if needed for future grants.As Zelluna has not been listed on a stock exchange long enough to have a sufficient share price history to calculate the shares\u2019 volatility, comparable firms\u2019 share price volatility have been used to estimate the expected volatility.\t
No instruments were granted in 2024. The fair value of the granted instruments in 2023 have been calcu-lated using a Black Scholes model with the following assumptions:
Fair value pricing assumptions | 2024 | 2023 |
Instrument | - | Option |
Quantity as of 31 December | - | 160 000 |
Contractual life* | - | 7.00 |
Exercise price* | - | 128.61 |
Share price* | - | 130.00 |
Expected lifetime* | - | 3.25 |
Volatility* | - | 58.21% |
Interest rate* | - | 3.290% |
Dividend* | - | - |
Fair value per instrument* | - | 56.02 |
Vesting conditions | - Service condition |
*Weighted average parameters at grant of instrument
Note 15: Share based payment (continued)
The total IFRS cost recognized for the option program was MNOK 14.3 in FY23 and MNOK 4.3 in FY24. The total social security provision recognized was MNOK 6.1 in FY23 and a reversal MNOK 21.0 in FY24. The total social security provision as per 31 December 2024 was NOK 0.
Number of options held by Management Team | Position | 2024 | 2023 |
Carlos de Sousa* | Resigned Chief Executive Officer | 425 535 | 425 535 |
Hans Vassg\u00e5rd Eid | CFO and Interim CEO | 234 000 | 234 000 |
Jens Egil Torbj\u00f8rn Bj\u00f8rheim | Chief Medical Officer | 224 500 | 224 500 |
Audun Tornes | Chief Technology Officer | 147 000 | 147 000 |
Gudrun Tr\u00f8ite* | Head of Project Coordination | 89 189 | 106 314 |
Ingunn Hagen Westgaard* | Head of Research | - | 120 895 |
\u00d8ivind Foss | Head of Clinical Operations | 114 000 | 114 000 |
Ton Berkien* | Chief Business Officer | 84 875 | 115 500 |
Anne Wors\u00f8e* | Head of IR and Communication | 13 625 | 32 000 |
Orla Mc Callion | Head of Regulatory Affairs and QA | 47 500 | 47 500 |
Total allocated share options to Management Team | 1 380 224 | 1 567 244 |
* Since Gudrun Tr\u00f8ite, Ton Berkien and Anne Wors\u00f8e left the Company during the first half of 2024 as part of the downsizing process, their non-vested options were terminated. As part of the severance agreement for all employees leaving as part of the downsizing process, all vested options are not to be terminated until 30 Sep-tember 2025, and only then become void and lapse without compensation to the previous employee unless exercised. Ingunn Hagen Westgaard resigned in November 2024, and all her options were terminated by year-end 2024. Carlos de Sousa resigned 17 December 2024 and was still in the notice period as per 31 December 2024.
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2024 | 2023 |
Public duties payable | 3 474 | 4 914 |
Public duties payable related to options | - | 21 008 |
Holiday pay payable | 2 768 | 4 534 |
Financial instruments | - | 4 886 |
Severance pay liability | 6 202 | - |
Other accrued expenses | 12 356 | 7 772 |
Sum | 24 799 | 43 113 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2024 | 2023 |
Public duties payable | 3 474 | 4 914 |
Public duties payable related to options | - | 21 008 |
Holiday pay payable | 2 768 | 4 534 |
Financial instruments | - | 4 886 |
Severance pay liability | 6 202 | - |
Other accrued expenses | 12 356 | 7 772 |
Sum | 24 799 | 43 113 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2024 | 2023 |
Public duties payable | 3 474 | 4 914 |
Public duties payable related to options | - | 21 008 |
Holiday pay payable | 2 768 | 4 534 |
Financial instruments | - | 4 886 |
Severance pay liability | 6 202 | - |
Other accrued expenses | 12 356 | 7 772 |
Sum | 24 799 | 43 113 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2024 | 2023 |
Public duties payable | 3 474 | 4 914 |
Public duties payable related to options | - | 21 008 |
Holiday pay payable | 2 768 | 4 534 |
Financial instruments | - | 4 886 |
Severance pay liability | 6 202 | - |
Other accrued expenses | 12 356 | 7 772 |
Sum | 24 799 | 43 113 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2024 | 2023 |
Public duties payable | 3 474 | 4 914 |
Public duties payable related to options | - | 21 008 |
Holiday pay payable | 2 768 | 4 534 |
Financial instruments | - | 4 886 |
Severance pay liability | 6 202 | - |
Other accrued expenses | 12 356 | 7 772 |
Sum | 24 799 | 43 113 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2024 | 2023 |
Public duties payable | 3 474 | 4 914 |
Public duties payable related to options | - | 21 008 |
Holiday pay payable | 2 768 | 4 534 |
Financial instruments | - | 4 886 |
Severance pay liability | 6 202 | - |
Other accrued expenses | 12 356 | 7 772 |
Sum | 24 799 | 43 113 |
Note 17: Financial instruments
Foreign exchange derivatives not designated as hedging instruments reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected purchases. As of 31 De-cember 2023, the EUR/NOK currency swap had a carrying value of MNOK 86.3 / MEUR 7.3 at a EUR/NOK exchange rate of 11.89. Changes in fair value are recognized in profit or loss within financial income or ex-penses. The currency swap was terminated in December 2024.
2024 | 2024 | 2023 | 2023 | |
Financial assets and liabilities (NOK 1 000) | Carrying value | Fair Value | Carrying value | Fair Value |
Foreign exchange forward contracts | - | - | (4 886) | (4 886) |
Total financial assets and liabilities | - | - | (4 886) | (4 886) |
Foreign exchange forward contracts are valued at fair value which is also the market value of the contract based on the use of market observable inputs at Level 2 of the fair value hierarchy (please refer to \u2018Note 2: Accounting principles - iii. Financial instruments\u2019 for information regarding the \u2018fair value hierarchy\u2019). Market values are calculated using mid-rates (excluding margins) as determined by the financial institution counterparty on available market rates at reporting date.
Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group\u2019s exposure to the risk of changes in foreign exchange-rates relates to the Group\u2019s operating activities, primarily expenses in USD, EUR, SEK and GBP. During 2024 the Company has held funds in EUR and entered into EUR swaps to mitigate the foreign exchange risk and to get a better predictability regarding future costs. The fair value of forward exchange contracts are determined using the forward exchange rate at the end of the reporting period, with chang-es in the value recognized in the income statement. In the income statement, impacts from the deriva-tives are presented as loss/gains in the financial items. All forward exchange contracts were terminated in December 2024.The Group does not use financial instruments, including financial derivatives, for trading purposes.
The table below shows a simulation of 10% sensitivity related to bank balance, accounts payable and forward exchange contracts in EUR against NOK, and the effect on Profit (loss) before tax:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2024 | 2023 |
EUR | +10% | 1,394 | 8,948 |
-10% | (1,394) | (8,948) |
Note that the majority of the simulated EUR sensitivity effects in 2023 are related to EUR at bank and the forward exchange contracts which effects Profit (loss) before tax when EUR/NOK fluctuates.
Note 17: Financial instruments (continued)
interest rate sensitivity (nok 1 000) | Change in interest rate | 2024 | 2023 |
Bank deposits | |||
+2% | 3 419 | 9 717 | |
-2% | (3 419) | (9 717) | |
+5% | 8 547 | 24 293 | |
-5% | (8 547) | (24 293) |
Currency fluctuations in regards to the bank deposits in foreign currency and the foreign exchange for-ward contracts will not result in any \u2018other comprehensive income\u2019 (OCI) effects.
Note 17: Financial instruments
Foreign exchange derivatives not designated as hedging instruments reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected purchases. As of 31 De-cember 2023, the EUR/NOK currency swap had a carrying value of MNOK 86.3 / MEUR 7.3 at a EUR/NOK exchange rate of 11.89. Changes in fair value are recognized in profit or loss within financial income or ex-penses. The currency swap was terminated in December 2024.
2024 | 2024 | 2023 | 2023 | |
Financial assets and liabilities (NOK 1 000) | Carrying value | Fair Value | Carrying value | Fair Value |
Foreign exchange forward contracts | - | - | (4 886) | (4 886) |
Total financial assets and liabilities | - | - | (4 886) | (4 886) |
Foreign exchange forward contracts are valued at fair value which is also the market value of the contract based on the use of market observable inputs at Level 2 of the fair value hierarchy (please refer to \u2018Note 2: Accounting principles - iii. Financial instruments\u2019 for information regarding the \u2018fair value hierarchy\u2019). Market values are calculated using mid-rates (excluding margins) as determined by the financial institution counterparty on available market rates at reporting date.
Financial risksThe most significant financial risks for the Group are financing risks, liquidity risk, credit risk and foreign currency risk. Management continuously evaluates these risks and determines policies related to how these risks are to be handled within the Group.
Note 17: Financial instruments (continued)
Financing risk
Adequate sources of funding may not be available when needed or may not be available on favourable terms. The Group\u2019s ability to obtain such additional capital or financing will depend in part upon prevail-ing market conditions as well as conditions of its business and its operating results, and those factors may affect its efforts to arrange additional financing on satisfactory terms. The Group monitors the liquidity risk through monthly rolling consolidated forecasts for results and cash flow, and the Board of Directors works continuously to secure the business operation\u2019s need for financing. Following the nega-tive readout from the INITIUM trial, the financing risk is higher.
Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument of customer contract, leading to a financial loss. The Group is exposed to credit risk from its receivables, deposits in banks.
Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group\u2019s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
Interest rate riskThe Group has no interest-bearing debt. Bank deposits are exposed to market fluctuations in interest rates, which impact the financial income.Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group\u2019s exposure to the risk of changes in foreign exchange-rates relates to the Group\u2019s operating activities, primarily expenses in USD, EUR, SEK and GBP. During 2024 the Company has held funds in EUR and entered into EUR swaps to mitigate the foreign exchange risk and to get a better predictability regarding future costs. The fair value of forward exchange contracts are determined using the forward exchange rate at the end of the reporting period, with chang-es in the value recognized in the income statement. In the income statement, impacts from the deriva-tives are presented as loss/gains in the financial items. All forward exchange contracts were terminated in December 2024.
The Group does not use financial instruments, including financial derivatives, for trading purposes.
The table below shows a simulation of 10% sensitivity related to bank balance, accounts payable and forward exchange contracts in EUR against NOK, and the effect on Profit (loss) before tax:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2024 | 2023 |
EUR | +10% | 1,394 | 8,948 |
-10% | (1,394) | (8,948) |
Note that the majority of the simulated EUR sensitivity effects in 2023 are related to EUR at bank and the forward exchange contracts which effects Profit (loss) before tax when EUR/NOK fluctuates.
Note 17: Financial instruments (continued)
interest rate sensitivity (nok 1 000) | Change in interest rate | 2024 | 2023 |
Bank deposits | |||
+2% | 3 419 | 9 717 | |
-2% | (3 419) | (9 717) | |
+5% | 8 547 | 24 293 | |
-5% | (8 547) | (24 293) |
Currency fluctuations in regards to the bank deposits in foreign currency and the foreign exchange for-ward contracts will not result in any \u2018other comprehensive income\u2019 (OCI) effects.
Fair valueThe Management assessed that the fair values of cash and cash equivalents, accounts receivable, ac-counts payable and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.\t
Capital management
The Group manages its capital to ensure that Group will be able to continue as a going concern while max-imizing the return to stakeholders through the optimization of the debt and equity balance. The Group\u2019s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to support future development of the business. The Group has due to the negative results from its INITIUM phase II trial implemented several cash preservation initiatives. On December 17, 2024, Zelluna announced an agreement to combine its business with Zelluna Immunotherapy AS and the intention to launch a fully committed private placement, which was executed in March 2025, raising gross proceeds of approx. MNOK 51.7. The Group is currently sufficiently capitalized as per 31 December 2024.
The Board of Directors and Management closely monitor the Group\u2019s cash flows short-term and long-term and continuously assesses the need for additional funding.
The capital structure of the Group consists of equity attributable to owners of the Group, comprising share capital, share premium and accumulated losses.The Group is not subject to any externally imposed capital requirements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__110": { "value": "Note 17: Financial instruments
Foreign exchange derivatives not designated as hedging instruments reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected purchases. As of 31 De-cember 2023, the EUR/NOK currency swap had a carrying value of MNOK 86.3 / MEUR 7.3 at a EUR/NOK exchange rate of 11.89. Changes in fair value are recognized in profit or loss within financial income or ex-penses. The currency swap was terminated in December 2024.
2024 | 2024 | 2023 | 2023 | |
Financial assets and liabilities (NOK 1 000) | Carrying value | Fair Value | Carrying value | Fair Value |
Foreign exchange forward contracts | - | - | (4 886) | (4 886) |
Total financial assets and liabilities | - | - | (4 886) | (4 886) |
Foreign exchange forward contracts are valued at fair value which is also the market value of the contract based on the use of market observable inputs at Level 2 of the fair value hierarchy (please refer to \u2018Note 2: Accounting principles - iii. Financial instruments\u2019 for information regarding the \u2018fair value hierarchy\u2019). Market values are calculated using mid-rates (excluding margins) as determined by the financial institution counterparty on available market rates at reporting date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__111": { "value": "Note 17: Financial instruments
Foreign exchange derivatives not designated as hedging instruments reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected purchases. As of 31 De-cember 2023, the EUR/NOK currency swap had a carrying value of MNOK 86.3 / MEUR 7.3 at a EUR/NOK exchange rate of 11.89. Changes in fair value are recognized in profit or loss within financial income or ex-penses. The currency swap was terminated in December 2024.
2024 | 2024 | 2023 | 2023 | |
Financial assets and liabilities (NOK 1 000) | Carrying value | Fair Value | Carrying value | Fair Value |
Foreign exchange forward contracts | - | - | (4 886) | (4 886) |
Total financial assets and liabilities | - | - | (4 886) | (4 886) |
Foreign exchange forward contracts are valued at fair value which is also the market value of the contract based on the use of market observable inputs at Level 2 of the fair value hierarchy (please refer to \u2018Note 2: Accounting principles - iii. Financial instruments\u2019 for information regarding the \u2018fair value hierarchy\u2019). Market values are calculated using mid-rates (excluding margins) as determined by the financial institution counterparty on available market rates at reporting date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__112": { "value": "Note 17: Financial instruments
Foreign exchange derivatives not designated as hedging instruments reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected purchases. As of 31 De-cember 2023, the EUR/NOK currency swap had a carrying value of MNOK 86.3 / MEUR 7.3 at a EUR/NOK exchange rate of 11.89. Changes in fair value are recognized in profit or loss within financial income or ex-penses. The currency swap was terminated in December 2024.
2024 | 2024 | 2023 | 2023 | |
Financial assets and liabilities (NOK 1 000) | Carrying value | Fair Value | Carrying value | Fair Value |
Foreign exchange forward contracts | - | - | (4 886) | (4 886) |
Total financial assets and liabilities | - | - | (4 886) | (4 886) |
Foreign exchange forward contracts are valued at fair value which is also the market value of the contract based on the use of market observable inputs at Level 2 of the fair value hierarchy (please refer to \u2018Note 2: Accounting principles - iii. Financial instruments\u2019 for information regarding the \u2018fair value hierarchy\u2019). Market values are calculated using mid-rates (excluding margins) as determined by the financial institution counterparty on available market rates at reporting date.
Financial risksThe most significant financial risks for the Group are financing risks, liquidity risk, credit risk and foreign currency risk. Management continuously evaluates these risks and determines policies related to how these risks are to be handled within the Group.
Note 17: Financial instruments (continued)
Financing risk
Adequate sources of funding may not be available when needed or may not be available on favourable terms. The Group\u2019s ability to obtain such additional capital or financing will depend in part upon prevail-ing market conditions as well as conditions of its business and its operating results, and those factors may affect its efforts to arrange additional financing on satisfactory terms. The Group monitors the liquidity risk through monthly rolling consolidated forecasts for results and cash flow, and the Board of Directors works continuously to secure the business operation\u2019s need for financing. Following the nega-tive readout from the INITIUM trial, the financing risk is higher.
Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument of customer contract, leading to a financial loss. The Group is exposed to credit risk from its receivables, deposits in banks.
Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group\u2019s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
Interest rate riskThe Group has no interest-bearing debt. Bank deposits are exposed to market fluctuations in interest rates, which impact the financial income.Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group\u2019s exposure to the risk of changes in foreign exchange-rates relates to the Group\u2019s operating activities, primarily expenses in USD, EUR, SEK and GBP. During 2024 the Company has held funds in EUR and entered into EUR swaps to mitigate the foreign exchange risk and to get a better predictability regarding future costs. The fair value of forward exchange contracts are determined using the forward exchange rate at the end of the reporting period, with chang-es in the value recognized in the income statement. In the income statement, impacts from the deriva-tives are presented as loss/gains in the financial items. All forward exchange contracts were terminated in December 2024.
The Group does not use financial instruments, including financial derivatives, for trading purposes.
The table below shows a simulation of 10% sensitivity related to bank balance, accounts payable and forward exchange contracts in EUR against NOK, and the effect on Profit (loss) before tax:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2024 | 2023 |
EUR | +10% | 1,394 | 8,948 |
-10% | (1,394) | (8,948) |
Note that the majority of the simulated EUR sensitivity effects in 2023 are related to EUR at bank and the forward exchange contracts which effects Profit (loss) before tax when EUR/NOK fluctuates.
Note 17: Financial instruments (continued)
interest rate sensitivity (nok 1 000) | Change in interest rate | 2024 | 2023 |
Bank deposits | |||
+2% | 3 419 | 9 717 | |
-2% | (3 419) | (9 717) | |
+5% | 8 547 | 24 293 | |
-5% | (8 547) | (24 293) |
Currency fluctuations in regards to the bank deposits in foreign currency and the foreign exchange for-ward contracts will not result in any \u2018other comprehensive income\u2019 (OCI) effects.
Fair valueThe Management assessed that the fair values of cash and cash equivalents, accounts receivable, ac-counts payable and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.\t
Capital management
The Group manages its capital to ensure that Group will be able to continue as a going concern while max-imizing the return to stakeholders through the optimization of the debt and equity balance. The Group\u2019s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to support future development of the business. The Group has due to the negative results from its INITIUM phase II trial implemented several cash preservation initiatives. On December 17, 2024, Zelluna announced an agreement to combine its business with Zelluna Immunotherapy AS and the intention to launch a fully committed private placement, which was executed in March 2025, raising gross proceeds of approx. MNOK 51.7. The Group is currently sufficiently capitalized as per 31 December 2024.
The Board of Directors and Management closely monitor the Group\u2019s cash flows short-term and long-term and continuously assesses the need for additional funding.
The capital structure of the Group consists of equity attributable to owners of the Group, comprising share capital, share premium and accumulated losses.The Group is not subject to any externally imposed capital requirements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__113": { "value": "Note 17: Financial instruments
Foreign exchange derivatives not designated as hedging instruments reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected purchases. As of 31 De-cember 2023, the EUR/NOK currency swap had a carrying value of MNOK 86.3 / MEUR 7.3 at a EUR/NOK exchange rate of 11.89. Changes in fair value are recognized in profit or loss within financial income or ex-penses. The currency swap was terminated in December 2024.
2024 | 2024 | 2023 | 2023 | |
Financial assets and liabilities (NOK 1 000) | Carrying value | Fair Value | Carrying value | Fair Value |
Foreign exchange forward contracts | - | - | (4 886) | (4 886) |
Total financial assets and liabilities | - | - | (4 886) | (4 886) |
Foreign exchange forward contracts are valued at fair value which is also the market value of the contract based on the use of market observable inputs at Level 2 of the fair value hierarchy (please refer to \u2018Note 2: Accounting principles - iii. Financial instruments\u2019 for information regarding the \u2018fair value hierarchy\u2019). Market values are calculated using mid-rates (excluding margins) as determined by the financial institution counterparty on available market rates at reporting date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__105": { "value": "Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument of customer contract, leading to a financial loss. The Group is exposed to credit risk from its receivables, deposits in banks.", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__106": { "value": "Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group\u2019s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation. ", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__115": { "value": "The table below shows a simulation of 10% sensitivity related to bank balance, accounts payable and forward exchange contracts in EUR against NOK, and the effect on Profit (loss) before tax:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2024 | 2023 |
EUR | +10% | 1,394 | 8,948 |
-10% | (1,394) | (8,948) |
Note that the majority of the simulated EUR sensitivity effects in 2023 are related to EUR at bank and the forward exchange contracts which effects Profit (loss) before tax when EUR/NOK fluctuates.
Note 17: Financial instruments (continued)
interest rate sensitivity (nok 1 000) | Change in interest rate | 2024 | 2023 |
Bank deposits | |||
+2% | 3 419 | 9 717 | |
-2% | (3 419) | (9 717) | |
+5% | 8 547 | 24 293 | |
-5% | (8 547) | (24 293) |
Currency fluctuations in regards to the bank deposits in foreign currency and the foreign exchange for-ward contracts will not result in any \u2018other comprehensive income\u2019 (OCI) effects.
Capital management
The Group manages its capital to ensure that Group will be able to continue as a going concern while max-imizing the return to stakeholders through the optimization of the debt and equity balance. The Group\u2019s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to support future development of the business. The Group has due to the negative results from its INITIUM phase II trial implemented several cash preservation initiatives. On December 17, 2024, Zelluna announced an agreement to combine its business with Zelluna Immunotherapy AS and the intention to launch a fully committed private placement, which was executed in March 2025, raising gross proceeds of approx. MNOK 51.7. The Group is currently sufficiently capitalized as per 31 December 2024.
The Board of Directors and Management closely monitor the Group\u2019s cash flows short-term and long-term and continuously assesses the need for additional funding.
The capital structure of the Group consists of equity attributable to owners of the Group, comprising share capital, share premium and accumulated losses.The Group is not subject to any externally imposed capital requirements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00" } }, "f0__s6__6__116": { "value": "Note 18: Events after the balance sheet date
Business combination with Zelluna Immunotherapy AS
On December 17, 2024, Zelluna ASA (legal name of Ultimovacs ASA during 2024) announced an agreement to combine its business with Zelluna Immunotherapy AS and the intention to launch a fully committed private placement. Zelluna Immunotherapy AS was a privately held company pioneering the development of \u201coff-the-shelf\u201d T-Cell Receptor Natural Killer (TCR-NK) cell therapies for the treatment of solid can-cers. The announcement had the following key messages:
As part of the business combination, the Company will acquire 100% of the shares in Zelluna Im-munotherapy AS and issue 147,991,521 shares to the existing shareholders of Zelluna Immunothera-py AS. Furthermore, the fully committed private placement will comprise the issuance of 19,873,071 shares at a subscription price of NOK 2.60 per share, raising gross proceeds of approximately MNOK 51.7.
The business combination is based on an agreed equity valuation of the Company of MNOK 89.5 and of Zelluna of MNOK 384.8, prior to the injection of new equity through the private placement. The valuation of Zelluna ASA corresponds to a valuation of NOK 2.60 per issued and outstanding share in the Company.
On January 9, 2025, Zelluna ASA held an extraordinary general meeting, primarily to seek approval of the business combination with Zelluna Immunotherapy AS and other formal matters concerning the trans-action. The agenda also included the approval of a new legal name, from Ultimovacs ASA to Zelluna ASA, and the election of a new five-member Board of Directors. All matters on the agenda were approved, with all resolutions being conditional upon and effective simultaneously with the share capital increase on the day of completion of the business combination and private placement.
Completion of the business combination with Zelluna Immunotherapy AS
On March 3, 2025, the business combination and private placement were completed. All conditions for completion of the transaction were met, including, inter alia:
Confirmation by Euronext Oslo B\u00f8rs of continued listing
Approval of the Prospectus
Regulatory clearances
The share capital increases related to the issuance of the Consideration Shares and the Private Place-ment Shares were registered on March 3, 2025 (\u201cTransaction Date\u201d) with the Norwegian Register of Busi-ness Enterprises.
As a result:
The new share capital of the Company is NOK 20,227,065.30, divided into 202,270,653 shares, each with a nominal value of NOK 0.10.
The Company\u2019s legal name changed from Ultimovacs ASA to Zelluna ASA, effective upon registra-tion with the Norwegian Register of Business Enterprises.
The name change and the first trading day on Euronext Oslo B\u00f8rs under the new ticker symbol \"ZLNA\" occurred on March 4, 2025.
Business combination identifying the acquirer
Since Zelluna ASA has acquired all shares in Zelluna Immunotherapy AS, and Zelluna Immunotherapy AS shareholders have received newly issued shares in Zelluna ASA, Zelluna ASA will be the legal acquirer.
In a business combination primarily executed by exchanging equity interests, the acquirer is usually the entity that issues its equity. However, in certain cases, a \"reverse acquisition\" occurs when the entity issuing securities (the legal acquirer) is determined to be the acquiree for accounting purposes, based on the guidance in IFRS 3 paragraphs B13-B18.
Based on an assessment of IFRS 3.B15-B16, Zelluna Immunotherapy AS is identified as the acquirer for accounting purposes in the proposed merger. Key indicators supporting this conclusion include:
Post-merger, Zelluna Immunotherapy AS shareholders will retain the largest portion of voting
Note 18: Events after the balance sheet date
rights, granting them significant influence over the merged company.
Zelluna Immunotherapy AS shareholders will hold a clear majority of voting rights, enabling them to control the election or appointment of most board members.
Zelluna Immunotherapy AS has a substantially larger asset base (fair value) compared to Zelluna ASA.
Accounting for the business combination in 2025
As Zelluna Immunotherapy AS is identified as the acquirer for accounting purposes, it will from an ac-counting perspective be the parent company in the new Group as of January 1, 2025. Zelluna ASA (for-merly Ultimovacs ASA) and Ultimovacs AB will be consolidated into the Group accounts as of the Trans-action Date (March 3, 2025).
To reflect the reverse acquisition under IFRS 3, the following accounting treatment applies for the 2025 financial reporting:
Zelluna Immunotherapy AS is treated as the \"accounting acquirer,\" while Zelluna ASA (formerly Ulti-movacs ASA) is treated as the \"accounting acquiree.\"
The consolidated financial statements will be prepared as a continuation of Zelluna Immunothera-py AS to reflect the financial history of Zelluna Immunotherapy AS as if Zelluna Immunotherapy AS had always been the parent.
The acquisition-date fair values of Zelluna ASA\u2019s (Ultimovacs ASA\u2019s) identifiable assets and liabili-ties will be recognized in the financial statements. A Purchase Price Allocation (PPA) will be con-ducted to assign fair values to the identifiable assets acquired and liabilities assumed by Zelluna ASA (formerly Ultimovacs ASA).
Goodwill (if any) arising from the transaction will be calculated based on the difference between the consideration transferred and the fair value of net assets acquired.
Equity structure in the consolidated financial statements will reflect Zelluna ASA\u2019s legal capital structure, but with Zelluna Immunotherapy AS\u2019 financial information as the basis for accounting.
This accounting treatment ensures that the economic substance of the transaction \u2013 a reverse takeover where Zelluna Immunotherapy AS is effectively acquiring Zelluna / Ultimovacs ASA \u2013 will be appropriately reflected in the financial statements for 2025.
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