Note 1: General information
Zelluna ASA (the \u201cCompany\u201d) is a public limited liability biotech company incorporated and domiciled in Norway. The Company is listed on the Oslo Stock Exchange under the ticker symbol \u201cZLNA\u201d and is headquartered at the Oslo Cancer Cluster Innovation Park, Ullernchauss\u00e9en 64, 0379 Oslo, Norway.The consolidated financial statements of Zelluna ASA and its subsidiaries (together the \u201cGroup\u201d) for the year ended 31 December 2025 have been prepared in accordance with IFRS Accounting Standards as adopted by the EU and were approved by the Board of Directors on 24 March 2026.
Business combination and group structure
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 ASA and the Company\u2019s ticker on the Oslo Stock Exchange was changed to \u201cZLNA\u201d as of 4 March 2025.For accounting purposes, the transaction is treated as a reverse acquisition, whereby Zelluna Immunotherapy AS is identified as the accounting acquirer and Zelluna ASA as the accounting acquiree and listed parent company. The Group assessed whether the transaction constituted a business combination or an asset acquisition and concluded that the acquired set of activities and assets met the definition of a business in accordance with IFRS 3. Accordingly, the transaction has been accounted for as a business combination using reverse acquisition accounting.As a result of the reverse acquisition, the consolidated financial statements for periods prior to the transaction reflect the operations, financial position and cash flows of Zelluna Immunotherapy AS only. Accordingly, the comparative information for 2024 does not include the historical operations of Ultimovacs ASA.As at 31 December 2025, Zelluna ASA is the parent company of Zelluna Immunotherapy AS and the Swedish entity Ultimovacs AB. Ultimovacs AB is in the process of being liquidated and had no operations or employees as at 31 December 2025.
Principal activitiesFollowing the business combination, the Group\u2019s operations primarily comprise the development of Zelluna Immunotherapy AS\u2019s technology and research pipeline, focusing on \u201coff-the-shelf\u201d T-cell receptor natural killer (TCR-NK) cell therapies for the treatment of solid cancers.The Group\u2019s TCR-NK products are in preclinical development, with the objective of advancing into Phase I/II clinical trials to evaluate safety and efficacy in patients with advanced solid tumours.
I. Basis for preparation
The consolidated financial statements are prepared in accordance with IFRS Accounting Standards as adopted by the EU. The Group\u2019s presentation currency is NOK (Norwegian kroner), which is also the parent company\u2019s functional currency.The consolidated financial statements have been prepared on the historical cost basis. The prepara-tion of financial statements requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise judgement in applying the Group\u2019s accounting policies.The consolidated financial statements comprise the financial statements of Zelluna ASA and its two wholly owned subsidiaries, Zelluna Immunotherapy AS and Ultimovacs AB, as at the reporting date.On 3 March 2025, Zelluna ASA (the legal parent) completed a transaction with Zelluna Immunotherapy AS (the legal subsidiary). Although Zelluna ASA is the legal acquirer, the transaction is accounted for as a reverse acquisition.
Further information regarding the assessment of the accounting acquirer is provided in Note 2 III. vii Business combinations and consolidation and IV. Significant estimates and judgements.
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The consolidated financial statements are prepared in accordance with IFRS Accounting Standards as adopted by the EU. The Group\u2019s presentation currency is NOK (Norwegian kroner), which is also the parent company\u2019s functional currency.The consolidated financial statements have been prepared on the historical cost basis. The prepara-tion of financial statements requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise judgement in applying the Group\u2019s accounting policies.The consolidated financial statements comprise the financial statements of Zelluna ASA and its two wholly owned subsidiaries, Zelluna Immunotherapy AS and Ultimovacs AB, as at the reporting date.On 3 March 2025, Zelluna ASA (the legal parent) completed a transaction with Zelluna Immunotherapy AS (the legal subsidiary). Although Zelluna ASA is the legal acquirer, the transaction is accounted for as a reverse acquisition.
Further information regarding the assessment of the accounting acquirer is provided in Note 2 III. vii Business combinations and consolidation and IV. Significant estimates and judgements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__20": { "value": "II. Going concern
The financial statements for 2025 have been prepared under the going concern assumption.
As of 31 December 2025, the Company had cash and cash equivalents of MNOK 78.3. Based on the current operating plan and expected cost levels, the Company\u2019s existing cash resources are expected to support planned operations into the first quarter of 2027.Management and the Board will continue to monitor the Company\u2019s liquidity position and funding re-quirements as part of its normal course of business.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__21": { "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 subject to an insignificant risk of changes in value.
ii. Cash Flow statement
The statement of cash flows is compiled using the indirect method. The statement of cash flows dis-tinguishes 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 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 investing activities. Cash flows arising from the acquisition or disposal of investments (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
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables. All financial liabilities are recognized 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
iv. Current vs non-current classification
Assets and liabilities are presented as current or non-current in the statement of financial position.
v. Foreign currencies
The Group\u2019s presentation currency is NOK, which is also the parent company\u2019s functional currency.
Transactions in foreign currencies are initially recorded at the functional currency spot rate at the trans-action date. Monetary assets and liabilities denominated in foreign currencies are translated at the ex-change rate at the reporting date. Exchange differences are recognized in profit or loss.
The assets and liabilities of foreign operations are translated into NOK at the exchange rates at the reporting date, while income and expenses are translated at average exchange rates during the period. Exchange differences arising on translation are recognized in other comprehensive income and accumu-lated in the translation reserve.
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-generating unit) fair value less costs of disposal and its value in use. It is determined for an indi-vidual 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, and when-ever there is an indication that they may be impaired. For impairment testing, assets are grouped to-gether 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 car-rying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of the CGU\u2019s fair value less cost to sell and value in use.
vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In certain circumstances, including the transaction completed in 2025, a business combi-nation may be accounted for as a reverse acquisition. 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 recognised in profit or loss immediately. Transaction costs are expensed as incurred, except when 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 pow-er over the entity. The financial statements of subsidiaries are included in the consolidated finan-cial statements from the date on which control commences until the date on which control ceases.In a reverse acquisition, the consolidated financial statements are prepared as a continuation of the financial statements of the accounting acquirer, with comparative information presented for periods prior to the acquisition reflecting the financial position, performance and cash flows of the accounting acquirer. However, the equity structure presented reflects that of the legal parent, Zelluna ASA.
In connection with the transaction completed on 3 March 2025, Zelluna Immunotherapy AS was iden-tified as the accounting acquirer. This assessment was based on several indicators, including that the former shareholders of Zelluna Immunotherapy AS obtained the largest proportion of voting rights in the combined entity and that Zelluna Immunotherapy AS had a substantially larger relative size based on the fair values of the two businesses at the transaction date.
viii. Contingent liabilities
Contingent liabilities are not recognized in the statement of financial position but disclosed when the possibility of an outflow of resources is more than remote.
ix. Interest income
Interest income is recognized using the effective interest method.
x. Earnings per share
The basic earnings per share (EPS) are calculated as the profit (loss) for the year attributable to ordi-nary shareholders divided by the weighted average number of ordinary shares outstanding. See note 8 for more detailed information regarding the calculation of EPS in the current and comparative periods following the reverse acquisition.When calculating diluted earnings per share, the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding are adjusted for the effects of all dilutive potential ordinary shares, including share options.Potential ordinary shares are treated as dilutive only when their conversion would decrease earnings per share or increase loss per share from continuing operations. As the Group is currently loss-making, an increase in the weighted average number of shares would have anti-dilutive effects. Accordingly, no dilutive effect has been recognised and basic and diluted earnings per share are 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 rec-ognized as income on a systematic basis over the periods that the costs, which it is intended to com-pensate, are expensed. Government grants have been recognized in the statement of profit or loss and other comprehensive income as a reduction of personnel- and other operating expenses.
xii. Leases
The Group recognizes right-of-use assets and lease liabilities for all lease contracts.
Right-of-use assets are measured at an amount equal to the lease liability and are subsequently de-preciated 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 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 statement 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.
xiii. Share-based payments
Employees in the Group receive remuneration in the form of share-based payment transactions, where-by employees render services as consideration for equity instruments (equity-settled transactions) or granted share appreciation rights, which can be settled in cash (cash-settled transactions). The deter-mination 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, to-gether with a corresponding increase in equity over the period in which the service and, where appli-cable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group\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.
If the terms of an equity-settled share-based payment arrangement are modified, the Group recognises as a minimum the services received measured at the grant-date fair value of the equity instruments granted. Any incremental fair value granted as a result of the modification is recognised over the remain-ing vesting period.
If an existing share-based payment award is replaced by a new award, the replacement is accounted for as a modification of the original award. The fair value of the replacement award is measured at the grant date, and any incremental fair value granted compared to the fair value of the original award at the replacement date is recognised as additional compensation cost over the vesting period of the re-placement award.
The Group may also enter into equity-settled share-based payment transactions with non-employees, for example in connection with the acquisition of goods or services. Such transactions are measured at the fair value of the goods or services received. If the fair value of the goods or services cannot be measured reliably, the transaction is measured at the fair value of the equity instruments granted at the date the goods or services are received. When share-based payments relate to the acquisition of assets, the fair value is recognized as part of the cost of the asset.
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 20 years for patents and license. 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 sep-arable 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 mar-ket or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria for recognition of development costs as intangible assets are not met.
xv. Property, plant and equipment
Property, plant and equipment are carried at cost, net of accumulated depreciation and accumulated impairment losses, if any. Acquisition cost includes expenditures that are directly attributable to the acquisition of the individual item. Property, plant and equipment are depreciated on a straight-line ba-sis 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 arising on derecognition of the asset (calculated as the difference between the net disposal pro-ceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.
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 recog-nized 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.
xviii. Significant estimates and judgements
In order to prepare the financial statements, management and the Board make judgments and estimates that can affect the amounts recognized in the financial statements for assets, liabilities 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 statements. 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 appro-priate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination 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 recognised in the statement of financial position until the product under development has been approved for marketing by the relevant authorities and sufficient taxable income is expected to be generated. Significant management judgement is required to determine the amount, if any, of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits, together with future tax planning strategies.
- Impairment of goodwill and intangible assets
The Group assesses whether impairment indicators exist for goodwill and intangible assets. Goodwill is tested for impairment at least annually and whenever indicators of impairment exist, while other intangible assets are tested when impairment indicators arise. 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 cap-italization as a key indicator.
- Reverse acquisition and identification of the accounting acquirer
Significant judgement was applied in determining the accounting acquirer in connection with the trans-action between Zelluna ASA and Zelluna Immunotherapy AS completed on 3 March 2025. AlthoughZelluna ASA is the legal parent, Zelluna Immunotherapy AS was identified as the accounting acquirer based on an assessment of relevant indicators, including the relative voting rights held by the former shareholders of Zelluna Immunotherapy AS and the relative size of the two entities at the transaction date. Further information regarding the accounting for the transaction is provided in Note 2 III.vii Busi-ness combinations and consolidation.
- Business combination
The Group assessed whether the transaction should be accounted for as a business combination in accordance with IFRS 3 or as an asset acquisition. In making this assessment, management considered whether the acquired set of activities and assets constituted a business, including whether substantive processes were acquired that together with inputs have the ability to create outputs.
Based on this assessment, management concluded that the acquired entity constituted a business and that the transaction should therefore be accounted for as a business combination.
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 subject to an insignificant risk of changes in value.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__23": { "value": "ii. Cash Flow statement
The statement of cash flows is compiled using the indirect method. The statement of cash flows dis-tinguishes 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 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 investing activities. Cash flows arising from the acquisition or disposal of investments (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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__24": { "value": "ii. Cash Flow statement
The statement of cash flows is compiled using the indirect method. The statement of cash flows dis-tinguishes 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 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 investing activities. Cash flows arising from the acquisition or disposal of investments (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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__25": { "value": "iii. Financial instruments
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables. All financial liabilities are recognized 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
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__26": { "value": "iii. Financial instruments
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables. All financial liabilities are recognized 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
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__27": { "value": "iii. Financial instruments
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables. All financial liabilities are recognized 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
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__28": { "value": "iii. Financial instruments
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables. All financial liabilities are recognized 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
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__29": { "value": "iii. Financial instruments
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables. All financial liabilities are recognized 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
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__30": { "value": "iv. Current vs non-current classification
Assets and liabilities are presented as current or non-current in the statement of financial position.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__31": { "value": "iv. Current vs non-current classification
Assets and liabilities are presented as current or non-current in the statement of financial position.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__33": { "value": "v. Foreign currencies
The Group\u2019s presentation currency is NOK, which is also the parent company\u2019s functional currency.
Transactions in foreign currencies are initially recorded at the functional currency spot rate at the trans-action date. Monetary assets and liabilities denominated in foreign currencies are translated at the ex-change rate at the reporting date. Exchange differences are recognized in profit or loss.
The assets and liabilities of foreign operations are translated into NOK at the exchange rates at the reporting date, while income and expenses are translated at average exchange rates during the period. Exchange differences arising on translation are recognized in other comprehensive income and accumu-lated in the translation reserve.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__32": { "value": "The Group\u2019s presentation currency is NOK, which is also the parent company\u2019s functional currency.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__34": { "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-generating unit) fair value less costs of disposal and its value in use. It is determined for an indi-vidual 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, and when-ever there is an indication that they may be impaired. For impairment testing, assets are grouped to-gether 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 car-rying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of the CGU\u2019s fair value less cost to sell and value in use.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__35": { "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-generating unit) fair value less costs of disposal and its value in use. It is determined for an indi-vidual 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, and when-ever there is an indication that they may be impaired. For impairment testing, assets are grouped to-gether 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 car-rying amount of CGU, including the goodwill, exceeds the recoverable amount of the CGU. Recoverable amount of the CGU is the higher of the CGU\u2019s fair value less cost to sell and value in use.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__36": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In certain circumstances, including the transaction completed in 2025, a business combi-nation may be accounted for as a reverse acquisition. 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 recognised in profit or loss immediately. Transaction costs are expensed as incurred, except when 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 pow-er over the entity. The financial statements of subsidiaries are included in the consolidated finan-cial statements from the date on which control commences until the date on which control ceases.In a reverse acquisition, the consolidated financial statements are prepared as a continuation of the financial statements of the accounting acquirer, with comparative information presented for periods prior to the acquisition reflecting the financial position, performance and cash flows of the accounting acquirer. However, the equity structure presented reflects that of the legal parent, Zelluna ASA.
In connection with the transaction completed on 3 March 2025, Zelluna Immunotherapy AS was iden-tified as the accounting acquirer. This assessment was based on several indicators, including that the former shareholders of Zelluna Immunotherapy AS obtained the largest proportion of voting rights in the combined entity and that Zelluna Immunotherapy AS had a substantially larger relative size based on the fair values of the two businesses at the transaction date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__37-1": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In certain circumstances, including the transaction completed in 2025, a business combi-nation may be accounted for as a reverse acquisition. 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 recognised in profit or loss immediately. Transaction costs are expensed as incurred, except when 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 pow-er over the entity. The financial statements of subsidiaries are included in the consolidated finan-cial statements from the date on which control commences until the date on which control ceases.In a reverse acquisition, the consolidated financial statements are prepared as a continuation of the financial statements of the accounting acquirer, with comparative information presented for periods prior to the acquisition reflecting the financial position, performance and cash flows of the accounting acquirer. However, the equity structure presented reflects that of the legal parent, Zelluna ASA.
In connection with the transaction completed on 3 March 2025, Zelluna Immunotherapy AS was iden-tified as the accounting acquirer. This assessment was based on several indicators, including that the former shareholders of Zelluna Immunotherapy AS obtained the largest proportion of voting rights in the combined entity and that Zelluna Immunotherapy AS had a substantially larger relative size based on the fair values of the two businesses at the transaction date.
Note 18: Business combination
Background - Business combination with Zelluna Immunotherapy ASOn 3 March 2025, Ultimovacs ASA completed a business combination with Zelluna Immunotherapy AS. Upon completion of the transaction, Ultimovacs ASA changed its name to Zelluna ASA (\"the Compa-ny\"), and Zelluna Immunotherapy AS became a wholly owned subsidiary of Zelluna ASA.The transaction was structured as a share-for-share exchange whereby Zelluna ASA issued 147,991,521 shares to the former shareholders of Zelluna Immunotherapy AS in exchange for 100% of the shares in Zelluna Immunotherapy AS. In addition, 19,873,071 new shares were issued in a private placement at a subscription price of NOK 2.60 per share, resulting in gross proceeds of approximately MNOK 51.7.Accounting treatment \u2014 reverse acquisitionAlthough Zelluna ASA is the legal acquirer, the transaction has been accounted for as a reverse acqui-sition under IFRS 3 Business Combinations, with Zelluna Immunotherapy AS identified as the account-ing acquirer and Zelluna ASA as the accounting acquiree.As a result, the consolidated financial statements reflect the financial position, performance, and cash flows of Zelluna Immunotherapy AS prior to the acquisition date, with the results of Zelluna ASA being included from 1 March 2025, based on management's judgement that the difference to the actual completion date (3 March 2025) is immaterial, in accordance with IFRS 3.BC110.ValuationThe business combination was based on an agreed equity valuation of NOK 384.8 million for Zelluna Immunotherapy AS and NOK 89.5 million for Ultimovacs ASA (now Zelluna ASA), prior to the private placement. The valuation of Ultimovacs ASA corresponded to NOK 2.60 per share.Consideration transferredIn accordance with IFRS 3, the consideration transferred in a reverse acquisition is based on the fair value of the shares deemed to have been issued by the accounting acquirer (Zelluna Immunotherapy AS) to the owners of the accounting acquiree (Zelluna ASA).The consideration transferred is calculated as:\u2022 34,406,061 shares outstanding in Zelluna ASA immediately before the transaction; and\u2022 multiplied by the fair value per share at the acquisition date (NOK 2.180).Thus, the total consideration transferred amounts to approximately MNOK 75.0.
Purchase Price AllocationThe following table summarises the allocation of the consideration transferred to the identifiable as-sets acquired and liabilities assumed at the acquisition date at their fair values:
recognised amounts of identifiable assets acquired and liabilities assumed (NOK 1 000) | Feb 2025 |
ASSETS | |
Property, plant and equipment | 23 |
Rights to use assets | 1 543 |
Receivables and prepayments | 6 462 |
Bank deposits | 93 314 |
Total Asses | 101 341 |
LIABILITIES | |
Accounts payable | 4 625 |
Lease liability | 1 661 |
Other current liabilities | 23 279 |
Net identifiable assets acquired on 28 February 2025 | 71 776 |
Total consideration (Purchase Price) | 75 005 |
Excess value | 3 229 |
The net identifiable assets acquired reflect the book value of Zelluna ASA\u2019s equity at the acquisition date of MNOK 71.8. The excess of the consideration transferred over the net identifiable assets ac-quired, amounting to MNOK 3.2, has been recognised as goodwill in the consolidated statement of financial position.Impairment assessment of goodwillIn accordance with IAS 36 Impairment of Assets, management has assessed goodwill for impairment indicators during 2025 and identified the following:\u2022 Significant market volatility and negative sentiment in the biotech industry, both locally and interna-tionally, impacting the recoverability of goodwill; and\u2022 Zelluna ASA\u2019s share price declined from NOK 26 (adjusted for reverse share split 1:10 in April 2025) at the date of the business combination to approximately NOK 12 during 2025.Based on the impairment indicators identified, management performed an impairment assessment of goodwill. The recoverable amount, determined based on fair value less costs of disposal (FVLCD), in-dicated that the goodwill was not recoverable. Consequently, the entire goodwill amount of MNOK 3.2 was impaired and derecognised in profit or loss during 2025.Accordingly, the carrying amount of goodwill at 31 December 2025 is nil. See note 9 for further infor-mation on impairment of intangible assets.
Impact on the consolidated statement of profit or lossFrom the acquisition date (3 March 2025) to 31 December 2025, the acquiree contributed revenue of NOK 0 and a loss of MNOK 39.8 to the Group.
Pro forma informationIf the acquisition had taken place on 1 January 2025, the Group\u2019s loss for the year would have been approximately MNOK 149.0. Management considers these pro forma amounts to represent an indicative view of the Group\u2019s performance as if the acquisition had occurred at the beginning of the reporting period.
vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In certain circumstances, including the transaction completed in 2025, a business combi-nation may be accounted for as a reverse acquisition. 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 recognised in profit or loss immediately. Transaction costs are expensed as incurred, except when 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 pow-er over the entity. The financial statements of subsidiaries are included in the consolidated finan-cial statements from the date on which control commences until the date on which control ceases.In a reverse acquisition, the consolidated financial statements are prepared as a continuation of the financial statements of the accounting acquirer, with comparative information presented for periods prior to the acquisition reflecting the financial position, performance and cash flows of the accounting acquirer. However, the equity structure presented reflects that of the legal parent, Zelluna ASA.
In connection with the transaction completed on 3 March 2025, Zelluna Immunotherapy AS was iden-tified as the accounting acquirer. This assessment was based on several indicators, including that the former shareholders of Zelluna Immunotherapy AS obtained the largest proportion of voting rights in the combined entity and that Zelluna Immunotherapy AS had a substantially larger relative size based on the fair values of the two businesses at the transaction date.
Note 18: Business combination
Background - Business combination with Zelluna Immunotherapy ASOn 3 March 2025, Ultimovacs ASA completed a business combination with Zelluna Immunotherapy AS. Upon completion of the transaction, Ultimovacs ASA changed its name to Zelluna ASA (\"the Compa-ny\"), and Zelluna Immunotherapy AS became a wholly owned subsidiary of Zelluna ASA.The transaction was structured as a share-for-share exchange whereby Zelluna ASA issued 147,991,521 shares to the former shareholders of Zelluna Immunotherapy AS in exchange for 100% of the shares in Zelluna Immunotherapy AS. In addition, 19,873,071 new shares were issued in a private placement at a subscription price of NOK 2.60 per share, resulting in gross proceeds of approximately MNOK 51.7.Accounting treatment \u2014 reverse acquisitionAlthough Zelluna ASA is the legal acquirer, the transaction has been accounted for as a reverse acqui-sition under IFRS 3 Business Combinations, with Zelluna Immunotherapy AS identified as the account-ing acquirer and Zelluna ASA as the accounting acquiree.As a result, the consolidated financial statements reflect the financial position, performance, and cash flows of Zelluna Immunotherapy AS prior to the acquisition date, with the results of Zelluna ASA being included from 1 March 2025, based on management's judgement that the difference to the actual completion date (3 March 2025) is immaterial, in accordance with IFRS 3.BC110.ValuationThe business combination was based on an agreed equity valuation of NOK 384.8 million for Zelluna Immunotherapy AS and NOK 89.5 million for Ultimovacs ASA (now Zelluna ASA), prior to the private placement. The valuation of Ultimovacs ASA corresponded to NOK 2.60 per share.Consideration transferredIn accordance with IFRS 3, the consideration transferred in a reverse acquisition is based on the fair value of the shares deemed to have been issued by the accounting acquirer (Zelluna Immunotherapy AS) to the owners of the accounting acquiree (Zelluna ASA).The consideration transferred is calculated as:\u2022 34,406,061 shares outstanding in Zelluna ASA immediately before the transaction; and\u2022 multiplied by the fair value per share at the acquisition date (NOK 2.180).Thus, the total consideration transferred amounts to approximately MNOK 75.0.
Purchase Price AllocationThe following table summarises the allocation of the consideration transferred to the identifiable as-sets acquired and liabilities assumed at the acquisition date at their fair values:
recognised amounts of identifiable assets acquired and liabilities assumed (NOK 1 000) | Feb 2025 |
ASSETS | |
Property, plant and equipment | 23 |
Rights to use assets | 1 543 |
Receivables and prepayments | 6 462 |
Bank deposits | 93 314 |
Total Asses | 101 341 |
LIABILITIES | |
Accounts payable | 4 625 |
Lease liability | 1 661 |
Other current liabilities | 23 279 |
Net identifiable assets acquired on 28 February 2025 | 71 776 |
Total consideration (Purchase Price) | 75 005 |
Excess value | 3 229 |
The net identifiable assets acquired reflect the book value of Zelluna ASA\u2019s equity at the acquisition date of MNOK 71.8. The excess of the consideration transferred over the net identifiable assets ac-quired, amounting to MNOK 3.2, has been recognised as goodwill in the consolidated statement of financial position.Impairment assessment of goodwillIn accordance with IAS 36 Impairment of Assets, management has assessed goodwill for impairment indicators during 2025 and identified the following:\u2022 Significant market volatility and negative sentiment in the biotech industry, both locally and interna-tionally, impacting the recoverability of goodwill; and\u2022 Zelluna ASA\u2019s share price declined from NOK 26 (adjusted for reverse share split 1:10 in April 2025) at the date of the business combination to approximately NOK 12 during 2025.Based on the impairment indicators identified, management performed an impairment assessment of goodwill. The recoverable amount, determined based on fair value less costs of disposal (FVLCD), in-dicated that the goodwill was not recoverable. Consequently, the entire goodwill amount of MNOK 3.2 was impaired and derecognised in profit or loss during 2025.Accordingly, the carrying amount of goodwill at 31 December 2025 is nil. See note 9 for further infor-mation on impairment of intangible assets.
Impact on the consolidated statement of profit or lossFrom the acquisition date (3 March 2025) to 31 December 2025, the acquiree contributed revenue of NOK 0 and a loss of MNOK 39.8 to the Group.
Pro forma informationIf the acquisition had taken place on 1 January 2025, the Group\u2019s loss for the year would have been approximately MNOK 149.0. Management considers these pro forma amounts to represent an indicative view of the Group\u2019s performance as if the acquisition had occurred at the beginning of the reporting period.
vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In certain circumstances, including the transaction completed in 2025, a business combi-nation may be accounted for as a reverse acquisition. 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 recognised in profit or loss immediately. Transaction costs are expensed as incurred, except when 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 pow-er over the entity. The financial statements of subsidiaries are included in the consolidated finan-cial statements from the date on which control commences until the date on which control ceases.In a reverse acquisition, the consolidated financial statements are prepared as a continuation of the financial statements of the accounting acquirer, with comparative information presented for periods prior to the acquisition reflecting the financial position, performance and cash flows of the accounting acquirer. However, the equity structure presented reflects that of the legal parent, Zelluna ASA.
In connection with the transaction completed on 3 March 2025, Zelluna Immunotherapy AS was iden-tified as the accounting acquirer. This assessment was based on several indicators, including that the former shareholders of Zelluna Immunotherapy AS obtained the largest proportion of voting rights in the combined entity and that Zelluna Immunotherapy AS had a substantially larger relative size based on the fair values of the two businesses at the transaction date.
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 20 years for patents and license. 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 sep-arable 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 mar-ket or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria for recognition of development costs as intangible assets are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__42": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In certain circumstances, including the transaction completed in 2025, a business combi-nation may be accounted for as a reverse acquisition. 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 recognised in profit or loss immediately. Transaction costs are expensed as incurred, except when 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 pow-er over the entity. The financial statements of subsidiaries are included in the consolidated finan-cial statements from the date on which control commences until the date on which control ceases.In a reverse acquisition, the consolidated financial statements are prepared as a continuation of the financial statements of the accounting acquirer, with comparative information presented for periods prior to the acquisition reflecting the financial position, performance and cash flows of the accounting acquirer. However, the equity structure presented reflects that of the legal parent, Zelluna ASA.
In connection with the transaction completed on 3 March 2025, Zelluna Immunotherapy AS was iden-tified as the accounting acquirer. This assessment was based on several indicators, including that the former shareholders of Zelluna Immunotherapy AS obtained the largest proportion of voting rights in the combined entity and that Zelluna Immunotherapy AS had a substantially larger relative size based on the fair values of the two businesses at the transaction date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__43": { "value": "vii. Business combination and consolidation
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In certain circumstances, including the transaction completed in 2025, a business combi-nation may be accounted for as a reverse acquisition. 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 recognised in profit or loss immediately. Transaction costs are expensed as incurred, except when 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 pow-er over the entity. The financial statements of subsidiaries are included in the consolidated finan-cial statements from the date on which control commences until the date on which control ceases.In a reverse acquisition, the consolidated financial statements are prepared as a continuation of the financial statements of the accounting acquirer, with comparative information presented for periods prior to the acquisition reflecting the financial position, performance and cash flows of the accounting acquirer. However, the equity structure presented reflects that of the legal parent, Zelluna ASA.
In connection with the transaction completed on 3 March 2025, Zelluna Immunotherapy AS was iden-tified as the accounting acquirer. This assessment was based on several indicators, including that the former shareholders of Zelluna Immunotherapy AS obtained the largest proportion of voting rights in the combined entity and that Zelluna Immunotherapy AS had a substantially larger relative size based on the fair values of the two businesses at the transaction date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__44": { "value": "viii. Contingent liabilities
Contingent liabilities are not recognized in the statement of financial position but disclosed when the possibility of an outflow of resources is more than remote.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__45": { "value": "ix. Interest income
Interest income is recognized using the effective interest method.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__46": { "value": "x. Earnings per share
The basic earnings per share (EPS) are calculated as the profit (loss) for the year attributable to ordi-nary shareholders divided by the weighted average number of ordinary shares outstanding. See note 8 for more detailed information regarding the calculation of EPS in the current and comparative periods following the reverse acquisition.When calculating diluted earnings per share, the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding are adjusted for the effects of all dilutive potential ordinary shares, including share options.Potential ordinary shares are treated as dilutive only when their conversion would decrease earnings per share or increase loss per share from continuing operations. As the Group is currently loss-making, an increase in the weighted average number of shares would have anti-dilutive effects. Accordingly, no dilutive effect has been recognised and basic and diluted earnings per share are the same.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__47": { "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 rec-ognized as income on a systematic basis over the periods that the costs, which it is intended to com-pensate, are expensed. Government grants have been recognized in the statement of profit or loss and other comprehensive income as a reduction of personnel- and other operating expenses.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__48": { "value": "xii. Leases
The Group recognizes right-of-use assets and lease liabilities for all lease contracts.
Right-of-use assets are measured at an amount equal to the lease liability and are subsequently de-preciated 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 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 statement 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.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__49": { "value": "xiii. Share-based payments
Employees in the Group receive remuneration in the form of share-based payment transactions, where-by employees render services as consideration for equity instruments (equity-settled transactions) or granted share appreciation rights, which can be settled in cash (cash-settled transactions). The deter-mination 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, to-gether with a corresponding increase in equity over the period in which the service and, where appli-cable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group\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.
If the terms of an equity-settled share-based payment arrangement are modified, the Group recognises as a minimum the services received measured at the grant-date fair value of the equity instruments granted. Any incremental fair value granted as a result of the modification is recognised over the remain-ing vesting period.
If an existing share-based payment award is replaced by a new award, the replacement is accounted for as a modification of the original award. The fair value of the replacement award is measured at the grant date, and any incremental fair value granted compared to the fair value of the original award at the replacement date is recognised as additional compensation cost over the vesting period of the re-placement award.
The Group may also enter into equity-settled share-based payment transactions with non-employees, for example in connection with the acquisition of goods or services. Such transactions are measured at the fair value of the goods or services received. If the fair value of the goods or services cannot be measured reliably, the transaction is measured at the fair value of the equity instruments granted at the date the goods or services are received. When share-based payments relate to the acquisition of assets, the fair value is recognized as part of the cost of the asset.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__41": { "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 20 years for patents and license. 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 sep-arable 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 mar-ket or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria for recognition of development costs as intangible assets are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__50": { "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 20 years for patents and license. 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 sep-arable 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 mar-ket or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria for recognition of development costs as intangible assets are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__51": { "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 20 years for patents and license. 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 sep-arable 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 mar-ket or sold. Due to uncertainties regarding award of patents, regulations, ongoing clinical trials etc., the asset recognition criteria for recognition of development costs as intangible assets are not met.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__52": { "value": "xv. Property, plant and equipment
Property, plant and equipment are carried at cost, net of accumulated depreciation and accumulated impairment losses, if any. Acquisition cost includes expenditures that are directly attributable to the acquisition of the individual item. Property, plant and equipment are depreciated on a straight-line ba-sis 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 arising on derecognition of the asset (calculated as the difference between the net disposal pro-ceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__53": { "value": "xv. Property, plant and equipment
Property, plant and equipment are carried at cost, net of accumulated depreciation and accumulated impairment losses, if any. Acquisition cost includes expenditures that are directly attributable to the acquisition of the individual item. Property, plant and equipment are depreciated on a straight-line ba-sis 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 arising on derecognition of the asset (calculated as the difference between the net disposal pro-ceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__54": { "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 recog-nized 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__55": { "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 recog-nized 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__56": { "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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__57": { "value": "xviii. Significant estimates and judgements
In order to prepare the financial statements, management and the Board make judgments and estimates that can affect the amounts recognized in the financial statements for assets, liabilities 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 statements. 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 appro-priate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination 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 recognised in the statement of financial position until the product under development has been approved for marketing by the relevant authorities and sufficient taxable income is expected to be generated. Significant management judgement is required to determine the amount, if any, of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits, together with future tax planning strategies.
- Impairment of goodwill and intangible assets
The Group assesses whether impairment indicators exist for goodwill and intangible assets. Goodwill is tested for impairment at least annually and whenever indicators of impairment exist, while other intangible assets are tested when impairment indicators arise. 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 cap-italization as a key indicator.
- Reverse acquisition and identification of the accounting acquirer
Significant judgement was applied in determining the accounting acquirer in connection with the trans-action between Zelluna ASA and Zelluna Immunotherapy AS completed on 3 March 2025. AlthoughZelluna ASA is the legal parent, Zelluna Immunotherapy AS was identified as the accounting acquirer based on an assessment of relevant indicators, including the relative voting rights held by the former shareholders of Zelluna Immunotherapy AS and the relative size of the two entities at the transaction date. Further information regarding the accounting for the transaction is provided in Note 2 III.vii Busi-ness combinations and consolidation.
- Business combination
The Group assessed whether the transaction should be accounted for as a business combination in accordance with IFRS 3 or as an asset acquisition. In making this assessment, management considered whether the acquired set of activities and assets constituted a business, including whether substantive processes were acquired that together with inputs have the ability to create outputs.
Based on this assessment, management concluded that the acquired entity constituted a business and that the transaction should therefore be accounted for as a business combination.
Note 3: Government grants
Government grants are recognised in profit or loss as a reduction of the related expense when there is reasonable assurance that the grant will be received.
The following government grants have been recognized in the statement of profit and loss:
GRANTS REcognizED (NOK 1 000) | 2025 | 2024 |
Skattefunn | 5 219 | 4 750 |
The Research Council of Norway (RCN) | 100 | - |
Total government grants | 5 319 | 4 750 |
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) | 2025 | 2024 |
Payroll and payroll related expenses | 1 021 | 871 |
Other operating expenses | 4 298 | 3 879 |
Total costs deducted | 5 319 | 4 750 |
Grants receivable as per 31 December are detailed as follows:
GRANTS RECEIVABLES (NOK 1 000) | 2025 | 2024 |
Skattefunn | 5 219 | 4 750 |
Total government grants | 5 219 | 4 750 |
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 2025, where one was finished in 2025.
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) | 2025 | 2024 |
Salaries and holiday pay | 41 758 | 25 293 |
Social security tax | 6 460 | 3 130 |
Social security tax related to options | 29 | - |
Pension expenses | 2 988 | 2 119 |
Share-based compensation | 2 305 | 5 934 |
Other personnel expenses | 2 217 | 2 525 |
Government grants | (1 021) | (871) |
Total payroll and payroll related expenses | 54 734 | 38 130 |
Number of FTEs employed during the financial year | 28.1 | 22.0 |
Number of FTEs at end of year | 24.0 | 23.0 |
The Group\u2019s Management team consisted of the Company\u2019s CEO, CFO and the managers of each depart-ment, totalling seven employees following the Business Combination in March 2025.
Zelluna ASA had three board members prior to the Business Combination and five following the Business Combination.
executive remuneration (NOK 1 000) | 2025 | 2024 |
Management Team remuneration | 17 878 | 18 192 |
Short term employee benefits | 17 551 | 13 829 |
Share option (IFRS cost) | 327 | 4 363 |
Board of Directors remuneration | 2 847 | 3 368 |
Board fees | 2 630 | 1 675 |
Share option (IFRS cost) | 217 | 1 693 |
Total executive remuneration | 20 726 | 21 560 |
* Note that the table above shows the paid board remuneration and accumulated board remuneration for each respective year, which will be paid the following year.
Statement on the executive employee remuneration policy
Executive remuneration in 2025 was in accordance with the Remuneration Guidelines for 2025. Further details are provided in the Remuneration Report 2025.
Pensions
Zelluna is required to have an occupational pension scheme in accordance with the Norwegian Act on Mandatory Occupational Pension (\u201clov om obligatorisk tjenestepensjon\u201d). The Company operates a defined contribution pension scheme compliant with this Act.As at 31 December 2025, all Norwegian employees were covered by this scheme. The CEO and CTO, who were domiciled outside Norway, is part of a pension scheme (CTO) or received cash compensation (CEO) corresponding to the employer pension contribution they would otherwise have received. A sim-ilar defined contribution pension scheme was in place for the employees of Ultimovacs AB in Sweden. Apart from the arrangements described above, no specific pension agreements exist for members of the Management Team, and the Board Members have no pension or retirement benefits. Total pension contributions recognised as expenses amounted to MNOK 2.1 in 2024 and MNOK 3.0 in 2025.
Other benefits received
The Group has no bonus scheme or other variable remuneration arrangements, except for the share option scheme (see Note 15). Share option costs represent the IFRS 2 expense recognised in the income statement and do not reflect cash payments.
There were no outstanding loans or guarantees granted to related parties, members of the Board of Di-rectors, the Management Team or other employees as at 31 December 2024 or 31 December 2025.
Severance pay/pay after termination of employment
Namir Hassan, who became CEO of the combined company on 3 March 2025, is entitled to six months\u2019 severance pay upon termination of his employment, in addition to salary during a six-month notice pe-riod.
There are no similar arrangements for any of the other current employees of the Group with respect to termination of their employment.
Severance arrangements \u2013 former CEO and CFOFollowing the Business Combination announced on 17 December 2024, Carlos de Sousa stepped down as CEO, and an accrual was recognised in Q4 2024 for his notice period and 12-month severance arrangement. In 2025, a final settlement related to the former CEO of Ultimovacs ASA resulted in an additional payment. The total cost, including social security contributions, amounted to MNOK 1.4 and was recognised in 2025.In 2025, the Company also recognised a provision of MNOK 2.1 for severance, including social security contributions, related to former CFO Hans Vassg\u00e5rd Eid in connection with the CFO transition effective 31 December 2025.
PAYROLL AND PAYROLL RELATED EXPENSES (NOK 1 000) | 2025 | 2024 |
Salaries and holiday pay | 41 758 | 25 293 |
Social security tax | 6 460 | 3 130 |
Social security tax related to options | 29 | - |
Pension expenses | 2 988 | 2 119 |
Share-based compensation | 2 305 | 5 934 |
Other personnel expenses | 2 217 | 2 525 |
Government grants | (1 021) | (871) |
Total payroll and payroll related expenses | 54 734 | 38 130 |
Number of FTEs employed during the financial year | 28.1 | 22.0 |
Number of FTEs at end of year | 24.0 | 23.0 |
Pensions
Zelluna is required to have an occupational pension scheme in accordance with the Norwegian Act on Mandatory Occupational Pension (\u201clov om obligatorisk tjenestepensjon\u201d). The Company operates a defined contribution pension scheme compliant with this Act.As at 31 December 2025, all Norwegian employees were covered by this scheme. The CEO and CTO, who were domiciled outside Norway, is part of a pension scheme (CTO) or received cash compensation (CEO) corresponding to the employer pension contribution they would otherwise have received. A sim-ilar defined contribution pension scheme was in place for the employees of Ultimovacs AB in Sweden. Apart from the arrangements described above, no specific pension agreements exist for members of the Management Team, and the Board Members have no pension or retirement benefits. Total pension contributions recognised as expenses amounted to MNOK 2.1 in 2024 and MNOK 3.0 in 2025.
Other benefits received
The Group has no bonus scheme or other variable remuneration arrangements, except for the share option scheme (see Note 15). Share option costs represent the IFRS 2 expense recognised in the income statement and do not reflect cash payments.
There were no outstanding loans or guarantees granted to related parties, members of the Board of Di-rectors, the Management Team or other employees as at 31 December 2024 or 31 December 2025.
Severance pay/pay after termination of employment
Namir Hassan, who became CEO of the combined company on 3 March 2025, is entitled to six months\u2019 severance pay upon termination of his employment, in addition to salary during a six-month notice pe-riod.
There are no similar arrangements for any of the other current employees of the Group with respect to termination of their employment.
Severance arrangements \u2013 former CEO and CFOFollowing the Business Combination announced on 17 December 2024, Carlos de Sousa stepped down as CEO, and an accrual was recognised in Q4 2024 for his notice period and 12-month severance arrangement. In 2025, a final settlement related to the former CEO of Ultimovacs ASA resulted in an additional payment. The total cost, including social security contributions, amounted to MNOK 1.4 and was recognised in 2025.In 2025, the Company also recognised a provision of MNOK 2.1 for severance, including social security contributions, related to former CFO Hans Vassg\u00e5rd Eid in connection with the CFO transition effective 31 December 2025.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__64": { "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) | 2025 | 2024 |
External R&D expenses | 58 216 | 55,124 |
Patent related expenses | 2 904 | 1,657 |
Rent, office and IT | 5 450 | 4,977 |
Accounting, audit, legal, consulting | 10 915 | 3,257 |
Other operating expenses | 5 529 | 6,514 |
Less government grants | (4 298) | (3,879) |
Total operating expenses | 78 715 | 67,649 |
Total expenses related to R&D (external R&D expenses, plus payroll and payroll related expenses ex-cluding share-based compensation, plus patent related expenses, less government grants) amounted to and MNOK 85.1 in 2024 and MNOK 89.3 in 2025.
Specification auditor's fee (NOK 1 000) | 2025 | 2024 |
Statutory audit | 1 113 | 600 |
Audit related services | 59 | 35 |
Tax related services | - | 86 |
Other* | 1 522 | - |
Total auditor\u2019s fee | 2 694 | 721 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS and the two share issues in March and November 2025.
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) | 2025 | 2024 |
External R&D expenses | 58 216 | 55,124 |
Patent related expenses | 2 904 | 1,657 |
Rent, office and IT | 5 450 | 4,977 |
Accounting, audit, legal, consulting | 10 915 | 3,257 |
Other operating expenses | 5 529 | 6,514 |
Less government grants | (4 298) | (3,879) |
Total operating expenses | 78 715 | 67,649 |
Total expenses related to R&D (external R&D expenses, plus payroll and payroll related expenses ex-cluding share-based compensation, plus patent related expenses, less government grants) amounted to and MNOK 85.1 in 2024 and MNOK 89.3 in 2025.
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) | 2025 | 2024 |
External R&D expenses | 58 216 | 55,124 |
Patent related expenses | 2 904 | 1,657 |
Rent, office and IT | 5 450 | 4,977 |
Accounting, audit, legal, consulting | 10 915 | 3,257 |
Other operating expenses | 5 529 | 6,514 |
Less government grants | (4 298) | (3,879) |
Total operating expenses | 78 715 | 67,649 |
Total expenses related to R&D (external R&D expenses, plus payroll and payroll related expenses ex-cluding share-based compensation, plus patent related expenses, less government grants) amounted to and MNOK 85.1 in 2024 and MNOK 89.3 in 2025.
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) | 2025 | 2024 |
External R&D expenses | 58 216 | 55,124 |
Patent related expenses | 2 904 | 1,657 |
Rent, office and IT | 5 450 | 4,977 |
Accounting, audit, legal, consulting | 10 915 | 3,257 |
Other operating expenses | 5 529 | 6,514 |
Less government grants | (4 298) | (3,879) |
Total operating expenses | 78 715 | 67,649 |
Total expenses related to R&D (external R&D expenses, plus payroll and payroll related expenses ex-cluding share-based compensation, plus patent related expenses, less government grants) amounted to and MNOK 85.1 in 2024 and MNOK 89.3 in 2025.
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) | 2025 | 2024 |
External R&D expenses | 58 216 | 55,124 |
Patent related expenses | 2 904 | 1,657 |
Rent, office and IT | 5 450 | 4,977 |
Accounting, audit, legal, consulting | 10 915 | 3,257 |
Other operating expenses | 5 529 | 6,514 |
Less government grants | (4 298) | (3,879) |
Total operating expenses | 78 715 | 67,649 |
Total expenses related to R&D (external R&D expenses, plus payroll and payroll related expenses ex-cluding share-based compensation, plus patent related expenses, less government grants) amounted to and MNOK 85.1 in 2024 and MNOK 89.3 in 2025.
Specification auditor's fee (NOK 1 000) | 2025 | 2024 |
Statutory audit | 1 113 | 600 |
Audit related services | 59 | 35 |
Tax related services | - | 86 |
Other* | 1 522 | - |
Total auditor\u2019s fee | 2 694 | 721 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS and the two share issues in March and November 2025.
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) | 2025 | 2024 |
External R&D expenses | 58 216 | 55,124 |
Patent related expenses | 2 904 | 1,657 |
Rent, office and IT | 5 450 | 4,977 |
Accounting, audit, legal, consulting | 10 915 | 3,257 |
Other operating expenses | 5 529 | 6,514 |
Less government grants | (4 298) | (3,879) |
Total operating expenses | 78 715 | 67,649 |
Total expenses related to R&D (external R&D expenses, plus payroll and payroll related expenses ex-cluding share-based compensation, plus patent related expenses, less government grants) amounted to and MNOK 85.1 in 2024 and MNOK 89.3 in 2025.
Specification auditor's fee (NOK 1 000) | 2025 | 2024 |
Statutory audit | 1 113 | 600 |
Audit related services | 59 | 35 |
Tax related services | - | 86 |
Other* | 1 522 | - |
Total auditor\u2019s fee | 2 694 | 721 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS and the two share issues in March and November 2025.
Specification auditor's fee (NOK 1 000) | 2025 | 2024 |
Statutory audit | 1 113 | 600 |
Audit related services | 59 | 35 |
Tax related services | - | 86 |
Other* | 1 522 | - |
Total auditor\u2019s fee | 2 694 | 721 |
* Costs related to the Business Combination between Zelluna ASA and Zelluna Immunotherapy AS and the two share issues in March and November 2025.
Note 6: Financial items
Financial income (NOK 1 000) | 2025 | 2024 |
Interest income | 3 606 | 2,968 |
Foreign exchange gains | 922 | 1,480 |
Total financial income | 4 529 | 4,448 |
Financial expenses (NOK 1 000) | 2025 | 2024 |
Interest on lease liabilities | 97 | 38 |
Other financial expenses | 8 | 1 |
Foreign exchange losses | 1 300 | - |
Total financial expenses | 1 405 | 39 |
Note 6: Financial items
Financial income (NOK 1 000) | 2025 | 2024 |
Interest income | 3 606 | 2,968 |
Foreign exchange gains | 922 | 1,480 |
Total financial income | 4 529 | 4,448 |
Financial expenses (NOK 1 000) | 2025 | 2024 |
Interest on lease liabilities | 97 | 38 |
Other financial expenses | 8 | 1 |
Foreign exchange losses | 1 300 | - |
Total financial expenses | 1 405 | 39 |
Financial income (NOK 1 000) | 2025 | 2024 |
Interest income | 3 606 | 2,968 |
Foreign exchange gains | 922 | 1,480 |
Total financial income | 4 529 | 4,448 |
Financial expenses (NOK 1 000) | 2025 | 2024 |
Interest on lease liabilities | 97 | 38 |
Other financial expenses | 8 | 1 |
Foreign exchange losses | 1 300 | - |
Total financial expenses | 1 405 | 39 |
Financial expenses (NOK 1 000) | 2025 | 2024 |
Interest on lease liabilities | 97 | 38 |
Other financial expenses | 8 | 1 |
Foreign exchange losses | 1 300 | - |
Total financial expenses | 1 405 | 39 |
Note 7: Income tax
tax expense BASIS (NOK 1 000) | 2025 | 2024 |
Profit (loss) before tax | (140 710) | (105 162) |
Net non-taxable income | (5 380) | - |
Other items | 10 497 | 1 654 |
Change in temporary differences | 2 618 | (8 750) |
Basis for tax calculation | (132 976) | (112 258) |
Income tax expense (NOK 1 000) | 2025 | 2024 |
Expected tax expense | (30 956) | (23 136) |
Net non-deductible income | (1 184) | - |
Other items | 2 309 | 364 |
Change in deferred tax assets not recognised | 260 388 | 22 772 |
Effects from business combination | (230 557) | - |
Income tax expense | - | - |
The corporate tax rate in Norway was 22% in 2024 and 2025. The corporate tax rate in Sweden was 20.6% in 2024 and 2025 and forms the basis for the deferred tax calculation of Ultimovacs AB.
DEFERRED TAX BASIS (NOK 1 000) | 2025 | 2024 |
Tax losses carried forward | 1 648 348 | 464 868 |
Temporary differences - leasing liability | 23 | 5 |
Temporary differences - social security on options | 29 | - |
Temporary differences - PP&E | (8 793) | (11 364) |
Temporary differences and tax loss carry forward | 1 639 607 | 453 510 |
Deferred tax assets - not recognized in statement of financial position | 360 160 | 99 772 |
Deferred tax liability per 31 December | - | - |
Comparative figures represent the accounting acquirer (Zelluna Immunotherapy AS) only, in accord-ance with the reverse acquisition accounting described in Notes 1 and 18. Comparative deferred tax balances represent those of the accounting acquirer only and exclude historical tax attributes of the legal parent.
Deferred tax has been calculated using the tax rate of 22% for Norwegian entities and 20.6% for Swedish entities, based on expected reversal patterns of temporary differences. The Group has not recognised a deferred tax asset in the statement of financial position in respect of tax losses carried forward, as it is not considered probable that sufficient future taxable profits will be available against which the losses can be utilised.
Total tax losses carried forward amounted to MNOK 464.9 as at 31 December 2024 and MNOK 1,648.3 as at 31 December 2025.
The increase in tax losses carried forward in 2025 primarily reflects the inclusion of tax losses and temporary differences of Zelluna ASA (former Ultimovacs ASA) following the business combination completed on 3 March 2025.
The \u201cEffects from business combination\u201d in the tax reconciliation table relates primarily to deferred tax effects arising on consolidation of Zelluna ASA at the acquisition date, including unrecognised de-ferred tax assets and taxable profit generated by Zelluna ASA prior to the business combination.
Tax losses carried forward in Norway do not expire under current tax legislation.
Note 7: Income tax
tax expense BASIS (NOK 1 000) | 2025 | 2024 |
Profit (loss) before tax | (140 710) | (105 162) |
Net non-taxable income | (5 380) | - |
Other items | 10 497 | 1 654 |
Change in temporary differences | 2 618 | (8 750) |
Basis for tax calculation | (132 976) | (112 258) |
Income tax expense (NOK 1 000) | 2025 | 2024 |
Expected tax expense | (30 956) | (23 136) |
Net non-deductible income | (1 184) | - |
Other items | 2 309 | 364 |
Change in deferred tax assets not recognised | 260 388 | 22 772 |
Effects from business combination | (230 557) | - |
Income tax expense | - | - |
The corporate tax rate in Norway was 22% in 2024 and 2025. The corporate tax rate in Sweden was 20.6% in 2024 and 2025 and forms the basis for the deferred tax calculation of Ultimovacs AB.
DEFERRED TAX BASIS (NOK 1 000) | 2025 | 2024 |
Tax losses carried forward | 1 648 348 | 464 868 |
Temporary differences - leasing liability | 23 | 5 |
Temporary differences - social security on options | 29 | - |
Temporary differences - PP&E | (8 793) | (11 364) |
Temporary differences and tax loss carry forward | 1 639 607 | 453 510 |
Deferred tax assets - not recognized in statement of financial position | 360 160 | 99 772 |
Deferred tax liability per 31 December | - | - |
Comparative figures represent the accounting acquirer (Zelluna Immunotherapy AS) only, in accord-ance with the reverse acquisition accounting described in Notes 1 and 18. Comparative deferred tax balances represent those of the accounting acquirer only and exclude historical tax attributes of the legal parent.
Deferred tax has been calculated using the tax rate of 22% for Norwegian entities and 20.6% for Swedish entities, based on expected reversal patterns of temporary differences. The Group has not recognised a deferred tax asset in the statement of financial position in respect of tax losses carried forward, as it is not considered probable that sufficient future taxable profits will be available against which the losses can be utilised.
Total tax losses carried forward amounted to MNOK 464.9 as at 31 December 2024 and MNOK 1,648.3 as at 31 December 2025.
The increase in tax losses carried forward in 2025 primarily reflects the inclusion of tax losses and temporary differences of Zelluna ASA (former Ultimovacs ASA) following the business combination completed on 3 March 2025.
The \u201cEffects from business combination\u201d in the tax reconciliation table relates primarily to deferred tax effects arising on consolidation of Zelluna ASA at the acquisition date, including unrecognised de-ferred tax assets and taxable profit generated by Zelluna ASA prior to the business combination.
Tax losses carried forward in Norway do not expire under current tax legislation.
Note 7: Income tax
tax expense BASIS (NOK 1 000) | 2025 | 2024 |
Profit (loss) before tax | (140 710) | (105 162) |
Net non-taxable income | (5 380) | - |
Other items | 10 497 | 1 654 |
Change in temporary differences | 2 618 | (8 750) |
Basis for tax calculation | (132 976) | (112 258) |
Income tax expense (NOK 1 000) | 2025 | 2024 |
Expected tax expense | (30 956) | (23 136) |
Net non-deductible income | (1 184) | - |
Other items | 2 309 | 364 |
Change in deferred tax assets not recognised | 260 388 | 22 772 |
Effects from business combination | (230 557) | - |
Income tax expense | - | - |
The corporate tax rate in Norway was 22% in 2024 and 2025. The corporate tax rate in Sweden was 20.6% in 2024 and 2025 and forms the basis for the deferred tax calculation of Ultimovacs AB.
DEFERRED TAX BASIS (NOK 1 000) | 2025 | 2024 |
Tax losses carried forward | 1 648 348 | 464 868 |
Temporary differences - leasing liability | 23 | 5 |
Temporary differences - social security on options | 29 | - |
Temporary differences - PP&E | (8 793) | (11 364) |
Temporary differences and tax loss carry forward | 1 639 607 | 453 510 |
Deferred tax assets - not recognized in statement of financial position | 360 160 | 99 772 |
Deferred tax liability per 31 December | - | - |
Comparative figures represent the accounting acquirer (Zelluna Immunotherapy AS) only, in accord-ance with the reverse acquisition accounting described in Notes 1 and 18. Comparative deferred tax balances represent those of the accounting acquirer only and exclude historical tax attributes of the legal parent.
Deferred tax has been calculated using the tax rate of 22% for Norwegian entities and 20.6% for Swedish entities, based on expected reversal patterns of temporary differences. The Group has not recognised a deferred tax asset in the statement of financial position in respect of tax losses carried forward, as it is not considered probable that sufficient future taxable profits will be available against which the losses can be utilised.
Total tax losses carried forward amounted to MNOK 464.9 as at 31 December 2024 and MNOK 1,648.3 as at 31 December 2025.
The increase in tax losses carried forward in 2025 primarily reflects the inclusion of tax losses and temporary differences of Zelluna ASA (former Ultimovacs ASA) following the business combination completed on 3 March 2025.
The \u201cEffects from business combination\u201d in the tax reconciliation table relates primarily to deferred tax effects arising on consolidation of Zelluna ASA at the acquisition date, including unrecognised de-ferred tax assets and taxable profit generated by Zelluna ASA prior to the business combination.
Tax losses carried forward in Norway do not expire under current tax legislation.
Note 8: Earnings per share
Basic earnings per share is calculated as profit or loss attributable to the Group for the period divided by the weighted average number of ordinary shares outstanding. In accordance with IAS 33 Earnings per Share and the guidance on reverse acquisitions in IFRS 3, basic and diluted earnings per share are determined as follows:
Current period
For the period prior to the acquisition date (1 January to 3 March 2025), the weighted average num-ber of shares is based on the accounting acquirer\u2019s (legal subsidiary\u2019s) shares, adjusted to reflect the capital structure of the legal parent using the exchange ratio implied by the reverse acquisition.
For the period after the acquisition date (from 4 March 2025), the weighted average number of shares reflects the actual number of shares outstanding of the legal parent (accounting acquiree).
This reflects that the legal parent became the listed entity following the acquisition, while the consoli-dated financial statements represent a continuation of the accounting acquirer\u2019s financial performance.
The weighted average number of shares for the current period reflects the number of shares outstanding after the reverse acquisition and reverse share split.
Comparative Period
In accordance with IFRS 3 requirements for reverse acquisitions, comparative figures in these consoli-dated financial statements represent the financial performance of the accounting acquirer only. Accord-ingly, earnings per share for the comparative period is calculated based on:
the profit or loss of the legal subsidiary (accounting acquirer) for that period; and
the number of shares of the legal subsidiary, restated to reflect the capital structure of the legal parent using the exchange ratio, as if the reverse acquisition had occurred at the beginning of the comparative period.
Comparative earnings per share have also been restated to reflect the reverse share split completed in 2025, as if the consolidation of shares had occurred at the beginning of the comparative period.
As a result, the comparative earnings per share figures do not correspond directly to the previously published financial statements of Zelluna Immunotherapy AS or Zelluna ASA, as the profit or loss represents the accounting acquirer, while the number of shares has been restated to reflect the capital structure of the legal parent.
This ensures that earnings per share is presented on a consistent and comparable basis across periods.
Earnings per share | 2025 | 2024 |
Profit (loss) for the year (NOK 1000) | (140 710) | (105 162) |
Average number of outstanding shares during the year, restated (1 000) | 19 871 | 14 733 |
EPS - basic and diluted (NOK per share) | (7.1) | (7.1) |
The share options issued to employees as a part of the Zelluna Employee Share Option Programme have a potential dilutive effect on earnings per share. No dilutive effect has been recognized as po-tential 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 effects. Diluted and basic (undiluted) earnings per share are therefore the same.
Please see note 15 for more information regarding the option program.
Note 9: Non-current assets
non-current assets 2025 (NOK 1 000) | Goodwill | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2025 | - | 13 578 | 10 076 | 336 | 526 | 24 515 |
Additions from Business Combination | 3 229 | - | - | 5 | 18 | 3 252 |
Additions | - | 5 905 | 319 | 40 | - | 6 263 |
Cost at 31 Dec 2025 | 3 229 | 19 482 | 10 395 | 381 | 543 | 34 030 |
Accumulated depreciation and amorti-zation at 1 Jan 2025 | - | (1 597) | (5 609) | (299) | (471) | (7 976) |
Depreciations and amorization in the year | - | (1 560) | (1 972) | (30) | (60) | (3 621) |
Impairment | (3 229) | (2 321) | - | - | - | (5 550) |
Accumulated depreciation and amorti-zation at 31 Dec 2025 | (3 229) | (5 478) | (7 580) | (329) | (531) | (17 147) |
Carrying value at 31 Dec 2025 | - | 14 004 | 2 814 | 52 | 13 | 16 883 |
Economic life | Indefinite | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
Licenses
The Company has acquired intellectual property licenses to develop certain TCRs. Useful life of the licenses is based on the remaining patent life and is between 15 - 20 years. Additions during in 2025 amounted to MNOK 5.9 related to payment for excerise of option to inlicense technology under an in-licensing contract with Inven2 (further information in note 13).
Impairment of licensesDuring 2025, management assessed impairment indicators in accordance with IAS 36 following the termination of a license agreement entered in 2021 related to a KK-LC-1 TCR. As the agreement was fully terminated during the year, the Group no longer expects to derive future economic benefits from the specific KK-LC-1 TCR covered by the license agreement. The underlying KK-LC-1 platform technol-ogy remains part of Zelluna\u2019s pipeline, and the Group intends to continue investing in its development.An impairment loss of MNOK 2.3 was recognised in profit or loss and presented in the line item \u201cIm-pairment of intangible assets\u201d.
non-current assets 2024 (NOK 1 000) | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2024 | 3 582 | 9 718 | 336 | 526 | 14 161 |
Additions from Business Combination | - | - | - | - | - |
Additions | 9 996 | 358 | - | - | 10 355 |
Cost at 31 Dec 2024 | 13 578 | 10 076 | 336 | 526 | 24 515 |
Accumulated depreciation and amorti-zation at 1 Jan 2024 | (575) | (3 636) | (254) | (394) | (4 859) |
Depreciations and amorization in the year | (1 022) | (1 973) | (45) | (77) | (3 117) |
Impairment | - | - | - | - | - |
Accumulated depreciation and amorti-zation at 31 Dec 2023 | (1 597) | (5 609) | (299) | (471) | (7 976) |
Carrying value at 31 Dec 2024 | 11 981 | 4 467 | 37 | 55 | 16 540 |
Economic life | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
The license was assessed for impairment individually. The recoverable amount was determined to be nil, as the Group does not expect to generate future cash flows from the terminated license rights.
Property, plant and equipment (PPE)
PPE assets consist mainly of lab equipment, office machines as well as fixtures and fittings. The addi-tions to machinery and equipment in 2024 and 2025 were mainly related to lab instruments.
Goodwill
Goodwill recognised in connection with the business combination completed on 3 March 2025 was fully impaired during the year. Refer to Note 18 \u2013 Purchase price allocation for further information.
Note 9: Non-current assets
non-current assets 2025 (NOK 1 000) | Goodwill | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2025 | - | 13 578 | 10 076 | 336 | 526 | 24 515 |
Additions from Business Combination | 3 229 | - | - | 5 | 18 | 3 252 |
Additions | - | 5 905 | 319 | 40 | - | 6 263 |
Cost at 31 Dec 2025 | 3 229 | 19 482 | 10 395 | 381 | 543 | 34 030 |
Accumulated depreciation and amorti-zation at 1 Jan 2025 | - | (1 597) | (5 609) | (299) | (471) | (7 976) |
Depreciations and amorization in the year | - | (1 560) | (1 972) | (30) | (60) | (3 621) |
Impairment | (3 229) | (2 321) | - | - | - | (5 550) |
Accumulated depreciation and amorti-zation at 31 Dec 2025 | (3 229) | (5 478) | (7 580) | (329) | (531) | (17 147) |
Carrying value at 31 Dec 2025 | - | 14 004 | 2 814 | 52 | 13 | 16 883 |
Economic life | Indefinite | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
Licenses
The Company has acquired intellectual property licenses to develop certain TCRs. Useful life of the licenses is based on the remaining patent life and is between 15 - 20 years. Additions during in 2025 amounted to MNOK 5.9 related to payment for excerise of option to inlicense technology under an in-licensing contract with Inven2 (further information in note 13).
Impairment of licensesDuring 2025, management assessed impairment indicators in accordance with IAS 36 following the termination of a license agreement entered in 2021 related to a KK-LC-1 TCR. As the agreement was fully terminated during the year, the Group no longer expects to derive future economic benefits from the specific KK-LC-1 TCR covered by the license agreement. The underlying KK-LC-1 platform technol-ogy remains part of Zelluna\u2019s pipeline, and the Group intends to continue investing in its development.An impairment loss of MNOK 2.3 was recognised in profit or loss and presented in the line item \u201cIm-pairment of intangible assets\u201d.
non-current assets 2024 (NOK 1 000) | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2024 | 3 582 | 9 718 | 336 | 526 | 14 161 |
Additions from Business Combination | - | - | - | - | - |
Additions | 9 996 | 358 | - | - | 10 355 |
Cost at 31 Dec 2024 | 13 578 | 10 076 | 336 | 526 | 24 515 |
Accumulated depreciation and amorti-zation at 1 Jan 2024 | (575) | (3 636) | (254) | (394) | (4 859) |
Depreciations and amorization in the year | (1 022) | (1 973) | (45) | (77) | (3 117) |
Impairment | - | - | - | - | - |
Accumulated depreciation and amorti-zation at 31 Dec 2023 | (1 597) | (5 609) | (299) | (471) | (7 976) |
Carrying value at 31 Dec 2024 | 11 981 | 4 467 | 37 | 55 | 16 540 |
Economic life | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
The license was assessed for impairment individually. The recoverable amount was determined to be nil, as the Group does not expect to generate future cash flows from the terminated license rights.
Property, plant and equipment (PPE)
PPE assets consist mainly of lab equipment, office machines as well as fixtures and fittings. The addi-tions to machinery and equipment in 2024 and 2025 were mainly related to lab instruments.
Goodwill
Goodwill recognised in connection with the business combination completed on 3 March 2025 was fully impaired during the year. Refer to Note 18 \u2013 Purchase price allocation for further information.
Note 9: Non-current assets
non-current assets 2025 (NOK 1 000) | Goodwill | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2025 | - | 13 578 | 10 076 | 336 | 526 | 24 515 |
Additions from Business Combination | 3 229 | - | - | 5 | 18 | 3 252 |
Additions | - | 5 905 | 319 | 40 | - | 6 263 |
Cost at 31 Dec 2025 | 3 229 | 19 482 | 10 395 | 381 | 543 | 34 030 |
Accumulated depreciation and amorti-zation at 1 Jan 2025 | - | (1 597) | (5 609) | (299) | (471) | (7 976) |
Depreciations and amorization in the year | - | (1 560) | (1 972) | (30) | (60) | (3 621) |
Impairment | (3 229) | (2 321) | - | - | - | (5 550) |
Accumulated depreciation and amorti-zation at 31 Dec 2025 | (3 229) | (5 478) | (7 580) | (329) | (531) | (17 147) |
Carrying value at 31 Dec 2025 | - | 14 004 | 2 814 | 52 | 13 | 16 883 |
Economic life | Indefinite | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
Licenses
The Company has acquired intellectual property licenses to develop certain TCRs. Useful life of the licenses is based on the remaining patent life and is between 15 - 20 years. Additions during in 2025 amounted to MNOK 5.9 related to payment for excerise of option to inlicense technology under an in-licensing contract with Inven2 (further information in note 13).
Impairment of licensesDuring 2025, management assessed impairment indicators in accordance with IAS 36 following the termination of a license agreement entered in 2021 related to a KK-LC-1 TCR. As the agreement was fully terminated during the year, the Group no longer expects to derive future economic benefits from the specific KK-LC-1 TCR covered by the license agreement. The underlying KK-LC-1 platform technol-ogy remains part of Zelluna\u2019s pipeline, and the Group intends to continue investing in its development.An impairment loss of MNOK 2.3 was recognised in profit or loss and presented in the line item \u201cIm-pairment of intangible assets\u201d.
non-current assets 2024 (NOK 1 000) | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2024 | 3 582 | 9 718 | 336 | 526 | 14 161 |
Additions from Business Combination | - | - | - | - | - |
Additions | 9 996 | 358 | - | - | 10 355 |
Cost at 31 Dec 2024 | 13 578 | 10 076 | 336 | 526 | 24 515 |
Accumulated depreciation and amorti-zation at 1 Jan 2024 | (575) | (3 636) | (254) | (394) | (4 859) |
Depreciations and amorization in the year | (1 022) | (1 973) | (45) | (77) | (3 117) |
Impairment | - | - | - | - | - |
Accumulated depreciation and amorti-zation at 31 Dec 2023 | (1 597) | (5 609) | (299) | (471) | (7 976) |
Carrying value at 31 Dec 2024 | 11 981 | 4 467 | 37 | 55 | 16 540 |
Economic life | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
The license was assessed for impairment individually. The recoverable amount was determined to be nil, as the Group does not expect to generate future cash flows from the terminated license rights.
Property, plant and equipment (PPE)
PPE assets consist mainly of lab equipment, office machines as well as fixtures and fittings. The addi-tions to machinery and equipment in 2024 and 2025 were mainly related to lab instruments.
Goodwill
Goodwill recognised in connection with the business combination completed on 3 March 2025 was fully impaired during the year. Refer to Note 18 \u2013 Purchase price allocation for further information.
Note 9: Non-current assets
non-current assets 2025 (NOK 1 000) | Goodwill | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2025 | - | 13 578 | 10 076 | 336 | 526 | 24 515 |
Additions from Business Combination | 3 229 | - | - | 5 | 18 | 3 252 |
Additions | - | 5 905 | 319 | 40 | - | 6 263 |
Cost at 31 Dec 2025 | 3 229 | 19 482 | 10 395 | 381 | 543 | 34 030 |
Accumulated depreciation and amorti-zation at 1 Jan 2025 | - | (1 597) | (5 609) | (299) | (471) | (7 976) |
Depreciations and amorization in the year | - | (1 560) | (1 972) | (30) | (60) | (3 621) |
Impairment | (3 229) | (2 321) | - | - | - | (5 550) |
Accumulated depreciation and amorti-zation at 31 Dec 2025 | (3 229) | (5 478) | (7 580) | (329) | (531) | (17 147) |
Carrying value at 31 Dec 2025 | - | 14 004 | 2 814 | 52 | 13 | 16 883 |
Economic life | Indefinite | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
Licenses
The Company has acquired intellectual property licenses to develop certain TCRs. Useful life of the licenses is based on the remaining patent life and is between 15 - 20 years. Additions during in 2025 amounted to MNOK 5.9 related to payment for excerise of option to inlicense technology under an in-licensing contract with Inven2 (further information in note 13).
Impairment of licensesDuring 2025, management assessed impairment indicators in accordance with IAS 36 following the termination of a license agreement entered in 2021 related to a KK-LC-1 TCR. As the agreement was fully terminated during the year, the Group no longer expects to derive future economic benefits from the specific KK-LC-1 TCR covered by the license agreement. The underlying KK-LC-1 platform technol-ogy remains part of Zelluna\u2019s pipeline, and the Group intends to continue investing in its development.An impairment loss of MNOK 2.3 was recognised in profit or loss and presented in the line item \u201cIm-pairment of intangible assets\u201d.
non-current assets 2024 (NOK 1 000) | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2024 | 3 582 | 9 718 | 336 | 526 | 14 161 |
Additions from Business Combination | - | - | - | - | - |
Additions | 9 996 | 358 | - | - | 10 355 |
Cost at 31 Dec 2024 | 13 578 | 10 076 | 336 | 526 | 24 515 |
Accumulated depreciation and amorti-zation at 1 Jan 2024 | (575) | (3 636) | (254) | (394) | (4 859) |
Depreciations and amorization in the year | (1 022) | (1 973) | (45) | (77) | (3 117) |
Impairment | - | - | - | - | - |
Accumulated depreciation and amorti-zation at 31 Dec 2023 | (1 597) | (5 609) | (299) | (471) | (7 976) |
Carrying value at 31 Dec 2024 | 11 981 | 4 467 | 37 | 55 | 16 540 |
Economic life | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
The license was assessed for impairment individually. The recoverable amount was determined to be nil, as the Group does not expect to generate future cash flows from the terminated license rights.
Property, plant and equipment (PPE)
PPE assets consist mainly of lab equipment, office machines as well as fixtures and fittings. The addi-tions to machinery and equipment in 2024 and 2025 were mainly related to lab instruments.
Goodwill
Goodwill recognised in connection with the business combination completed on 3 March 2025 was fully impaired during the year. Refer to Note 18 \u2013 Purchase price allocation for further information.
Note 9: Non-current assets
non-current assets 2025 (NOK 1 000) | Goodwill | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2025 | - | 13 578 | 10 076 | 336 | 526 | 24 515 |
Additions from Business Combination | 3 229 | - | - | 5 | 18 | 3 252 |
Additions | - | 5 905 | 319 | 40 | - | 6 263 |
Cost at 31 Dec 2025 | 3 229 | 19 482 | 10 395 | 381 | 543 | 34 030 |
Accumulated depreciation and amorti-zation at 1 Jan 2025 | - | (1 597) | (5 609) | (299) | (471) | (7 976) |
Depreciations and amorization in the year | - | (1 560) | (1 972) | (30) | (60) | (3 621) |
Impairment | (3 229) | (2 321) | - | - | - | (5 550) |
Accumulated depreciation and amorti-zation at 31 Dec 2025 | (3 229) | (5 478) | (7 580) | (329) | (531) | (17 147) |
Carrying value at 31 Dec 2025 | - | 14 004 | 2 814 | 52 | 13 | 16 883 |
Economic life | Indefinite | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
Licenses
The Company has acquired intellectual property licenses to develop certain TCRs. Useful life of the licenses is based on the remaining patent life and is between 15 - 20 years. Additions during in 2025 amounted to MNOK 5.9 related to payment for excerise of option to inlicense technology under an in-licensing contract with Inven2 (further information in note 13).
Impairment of licensesDuring 2025, management assessed impairment indicators in accordance with IAS 36 following the termination of a license agreement entered in 2021 related to a KK-LC-1 TCR. As the agreement was fully terminated during the year, the Group no longer expects to derive future economic benefits from the specific KK-LC-1 TCR covered by the license agreement. The underlying KK-LC-1 platform technol-ogy remains part of Zelluna\u2019s pipeline, and the Group intends to continue investing in its development.An impairment loss of MNOK 2.3 was recognised in profit or loss and presented in the line item \u201cIm-pairment of intangible assets\u201d.
non-current assets 2024 (NOK 1 000) | Licenses | Machinery and equipment | Fixtures and fittings | Office machines | Total |
Accumulated cost 1 Jan 2024 | 3 582 | 9 718 | 336 | 526 | 14 161 |
Additions from Business Combination | - | - | - | - | - |
Additions | 9 996 | 358 | - | - | 10 355 |
Cost at 31 Dec 2024 | 13 578 | 10 076 | 336 | 526 | 24 515 |
Accumulated depreciation and amorti-zation at 1 Jan 2024 | (575) | (3 636) | (254) | (394) | (4 859) |
Depreciations and amorization in the year | (1 022) | (1 973) | (45) | (77) | (3 117) |
Impairment | - | - | - | - | - |
Accumulated depreciation and amorti-zation at 31 Dec 2023 | (1 597) | (5 609) | (299) | (471) | (7 976) |
Carrying value at 31 Dec 2024 | 11 981 | 4 467 | 37 | 55 | 16 540 |
Economic life | 10-20 years | 3 years | 3 years | 3 years | |
Depreciation method | linear | linear |
The license was assessed for impairment individually. The recoverable amount was determined to be nil, as the Group does not expect to generate future cash flows from the terminated license rights.
Property, plant and equipment (PPE)
PPE assets consist mainly of lab equipment, office machines as well as fixtures and fittings. The addi-tions to machinery and equipment in 2024 and 2025 were mainly related to lab instruments.
Goodwill
Goodwill recognised in connection with the business combination completed on 3 March 2025 was fully impaired during the year. Refer to Note 18 \u2013 Purchase price allocation for further information.
Note 10: Other receivables
Other receivables (NOK 1 000) | 2025 | 2024 |
Government grants | 5 219 | 4 750 |
Prepayments | 1 441 | 328 |
Other receivables | 895 | 354 |
Total receivables and prepayments | 7 555 | 5 432 |
Note 10: Other receivables
Other receivables (NOK 1 000) | 2025 | 2024 |
Government grants | 5 219 | 4 750 |
Prepayments | 1 441 | 328 |
Other receivables | 895 | 354 |
Total receivables and prepayments | 7 555 | 5 432 |
Note 11: Cash and cash equivalents
Cash and cash equivalents (NOK 1 000) | 2025 | 2024 |
Employee withholding tax | 3 127 | 1 054 |
Cash at bank | 75 175 | 26 636 |
Cash and cash equivalents | 78 302 | 27 690 |
As of 31 December 2025, cash and cash equivalents amounted to MNOK 78.3, of which MNOK 1.1 (MEUR 0.1) on EUR accounts and MNOK 0.3 (MSEK 0.3) in Ultimovacs AB on a Swedish bank account.
Note 11: Cash and cash equivalents
Cash and cash equivalents (NOK 1 000) | 2025 | 2024 |
Employee withholding tax | 3 127 | 1 054 |
Cash at bank | 75 175 | 26 636 |
Cash and cash equivalents | 78 302 | 27 690 |
As of 31 December 2025, cash and cash equivalents amounted to MNOK 78.3, of which MNOK 1.1 (MEUR 0.1) on EUR accounts and MNOK 0.3 (MSEK 0.3) in Ultimovacs AB on a Swedish bank account.
Note 12: Share capital, shareholder information and dividend
The share capital of Zelluna ASA as of December 31, 2025, was NOK 26,269,801, with 26,269,801 ordinary shares outstanding, all with equal voting rights and a nominal value of NOK 1.00 per share. As of Decem-ber 31, 2025, Zelluna ASA has around 6,000 shareholders and the 20 largest shareholders as of this date are listed below on the next page. The movement in the number of registered shares and share capital was in 2024 and 2025 as follows:
Changes to share capital | Share capitalNumber of shares | Share capital(NOK) |
31 December 2023 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares | - | - |
31 December 2024 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares (private placement in March) | 19 873 071 | 1 987 307.1 |
Issue of consideration shares (March) | 147 991 521 | 14 799 152.1 |
Issue of ordinary shares (April) | 7 | 0.7 |
Share split (April) | (182 043 594) | - |
Issue of ordinary shares (May) | 227 096 | 227 096.0 |
Issuance of ordinary shares (private placement November) | 5 815 639 | 5 815 639.0 |
31 December 2025 | 26 269 801 | 26 269 801.0 |
As part of the business combination in March 2025, Zelluna ASA acquired 100% of the shares in Zelluna Immunotherapy AS, and Zelluna ASA issued 147,991,521 shares (the \"Consideration Shares\") to the ex-isting shareholders of Zelluna Immunotherapy AS. The fully committed private placement consisted of the issuance of 19,873,071 Offer Shares at a subscription price of NOK 2.60 per Offer Share, raising gross proceeds of approximately MNOK 51.7.
A reverse share split was executed on 31 March 2025. In the reverse split, 10 shares became 1 share, thus the new number of outstanding shares in the Company became 20,227,066, each with a par value of NOK 1 (previously NOK 10 per share). In relation to the reverse share split, a share issue of 7 shares was nec-essary for the total number of shares to be divided by 10. Radforsk was the subscriber of these 7 shares.
On 27 May 2025, Zelluna ASA issued 227,096 new shares, each with a subscription price of NOK 26, to settle an already triggered milestone payment under the licence agreement with Inven2 AS. The share issue was in accordance with the resolution by the company's Annual General Meeting held on 29 April 2025 to grant the company's Board of Directors an authorisation to issue new shares to Inven2.
In November 2025, Zelluna ASA successfully completed a private placement and retail offering, raising MNOK 58.2 by issuing 5,815,639 new shares, each with a subscription price of NOK 10.
Reverse acquisition adjustment in the consolidated statement of changes in equity
Following the reverse acquisition completed in March 2025, Zelluna Immunotherapy AS is considered the accounting acquirer and Zelluna ASA the legal parent. Consequently, the consolidated statement of changes in equity reflects the historical equity of Zelluna Immunotherapy AS prior to the busi-ness combination, while the share capital presented represents the legal share capital of Zelluna ASA.The line \u201cBusiness combination adjustments\u201d in the consolidated statement of changes in equity rep-resents the equity adjustment required to reflect the legal share capital structure of Zelluna ASA after the reverse acquisition.
Consequently, the equity structure (i.e. share capital) presented reflects the legal share capital of Zellu-na ASA, while the historical equity balances prior to the business combination relate to Zelluna Immu-notherapy AS.
The 20 main shareholders as of 31 December 2025 | Number of shares | Ownership interest |
Geveran Trading Company Ltd | 2 507 832 | 9.5 % |
Radforsk Investeringsstiftelse | 2 469 693 | 9.4 % |
Inven2 AS | 2 207 034 | 8.4 % |
Gjelsten Holding AS | 1 514 972 | 5.8 % |
Birk Venture AS | 1 488 507 | 5.7 % |
UBS Switzerland AG (nominee account) | 1 465 372 | 5.6 % |
Helene Sundt AS | 1 290 482 | 4.9 % |
Merrill Lynch (nominee account) | 1 238 935 | 4.7 % |
Six Sis AG (nominee account) | 1 090 015 | 4.1 % |
J.P. Morgan SE (nominee account) | 867 332 | 3.3 % |
Mp Pensjon PK | 838 402 | 3.2 % |
Ro Invest AS | 822 656 | 3.1 % |
UBS Switzerland AG (nominee account) | 661 947 | 2.5 % |
CGS Holding AS | 506 787 | 1.9 % |
Norda ASA | 501 905 | 1.9 % |
Sundt AS | 500 000 | 1.9 % |
Stavern Helse og Forvaltning AS | 400 000 | 1.5 % |
Jakob Hatteland Holding AS | 313 394 | 1.2 % |
Kvantia AS | 255 862 | 1.0 % |
Jomani AS | 237 796 | 0.9 % |
20 largest shareholders | 21 178 923 | 80.6% |
Other shareholders | 5 090 878 | 19.4% |
Total | 26 269 801 | 100.0% |
Number of shares held by Management and the Board of Directors as of 31 December 2025 | Position | Number of shares |
Namir Hassan | CEO | 51 000 |
Geir Christian Melen - shares held through Transvega AS* | CFO | 27 660 |
Anders Holm | COO | 18 000 |
Luise Weigand | Head of Resarch | 2 416 |
Emilie Gauthy | Head of CMC | 21 200 |
Julia Ino | Head of Project Management | 12 800 |
Anders Tuv - shares held through Tuv Capital AS | Chairman of the Board | 20 000 |
Bent Jakobsen | Board member | 132 478 |
Eva-Lotta Allan | Board member | 16 250 |
Hans Ivar Robinson - shares held through Birk Venture AS | Board member | 1 488 507 |
Charlotte Sofie Bergsagel Berg-Svendsen - through Othrik AS | Board member | 12 500 |
Total shares held by Management and the Board of Directors | 1 802 811 |
As of 31 December 2025, six members of the Management team in the Group held a total of 92,616 ordinary shares in Zelluna.
* Geir Christian Melen assumed the role of CFO on 31 December 2025, replacing Hans Eid.
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% |
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 |
As of 31 December 2024, one member of the Management team in the Group held a total of 87,500 ordinary shares in Zelluna.\t
Note 12: Share capital, shareholder information and dividend
The share capital of Zelluna ASA as of December 31, 2025, was NOK 26,269,801, with 26,269,801 ordinary shares outstanding, all with equal voting rights and a nominal value of NOK 1.00 per share. As of Decem-ber 31, 2025, Zelluna ASA has around 6,000 shareholders and the 20 largest shareholders as of this date are listed below on the next page. The movement in the number of registered shares and share capital was in 2024 and 2025 as follows:
Changes to share capital | Share capitalNumber of shares | Share capital(NOK) |
31 December 2023 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares | - | - |
31 December 2024 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares (private placement in March) | 19 873 071 | 1 987 307.1 |
Issue of consideration shares (March) | 147 991 521 | 14 799 152.1 |
Issue of ordinary shares (April) | 7 | 0.7 |
Share split (April) | (182 043 594) | - |
Issue of ordinary shares (May) | 227 096 | 227 096.0 |
Issuance of ordinary shares (private placement November) | 5 815 639 | 5 815 639.0 |
31 December 2025 | 26 269 801 | 26 269 801.0 |
As part of the business combination in March 2025, Zelluna ASA acquired 100% of the shares in Zelluna Immunotherapy AS, and Zelluna ASA issued 147,991,521 shares (the \"Consideration Shares\") to the ex-isting shareholders of Zelluna Immunotherapy AS. The fully committed private placement consisted of the issuance of 19,873,071 Offer Shares at a subscription price of NOK 2.60 per Offer Share, raising gross proceeds of approximately MNOK 51.7.
A reverse share split was executed on 31 March 2025. In the reverse split, 10 shares became 1 share, thus the new number of outstanding shares in the Company became 20,227,066, each with a par value of NOK 1 (previously NOK 10 per share). In relation to the reverse share split, a share issue of 7 shares was nec-essary for the total number of shares to be divided by 10. Radforsk was the subscriber of these 7 shares.
On 27 May 2025, Zelluna ASA issued 227,096 new shares, each with a subscription price of NOK 26, to settle an already triggered milestone payment under the licence agreement with Inven2 AS. The share issue was in accordance with the resolution by the company's Annual General Meeting held on 29 April 2025 to grant the company's Board of Directors an authorisation to issue new shares to Inven2.
In November 2025, Zelluna ASA successfully completed a private placement and retail offering, raising MNOK 58.2 by issuing 5,815,639 new shares, each with a subscription price of NOK 10.
Reverse acquisition adjustment in the consolidated statement of changes in equity
Following the reverse acquisition completed in March 2025, Zelluna Immunotherapy AS is considered the accounting acquirer and Zelluna ASA the legal parent. Consequently, the consolidated statement of changes in equity reflects the historical equity of Zelluna Immunotherapy AS prior to the busi-ness combination, while the share capital presented represents the legal share capital of Zelluna ASA.The line \u201cBusiness combination adjustments\u201d in the consolidated statement of changes in equity rep-resents the equity adjustment required to reflect the legal share capital structure of Zelluna ASA after the reverse acquisition.
Consequently, the equity structure (i.e. share capital) presented reflects the legal share capital of Zellu-na ASA, while the historical equity balances prior to the business combination relate to Zelluna Immu-notherapy AS.
Note 12: Share capital, shareholder information and dividend
The share capital of Zelluna ASA as of December 31, 2025, was NOK 26,269,801, with 26,269,801 ordinary shares outstanding, all with equal voting rights and a nominal value of NOK 1.00 per share. As of Decem-ber 31, 2025, Zelluna ASA has around 6,000 shareholders and the 20 largest shareholders as of this date are listed below on the next page. The movement in the number of registered shares and share capital was in 2024 and 2025 as follows:
Changes to share capital | Share capitalNumber of shares | Share capital(NOK) |
31 December 2023 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares | - | - |
31 December 2024 | 34 406 061 | 3 440 606.1 |
Issuance of ordinary shares (private placement in March) | 19 873 071 | 1 987 307.1 |
Issue of consideration shares (March) | 147 991 521 | 14 799 152.1 |
Issue of ordinary shares (April) | 7 | 0.7 |
Share split (April) | (182 043 594) | - |
Issue of ordinary shares (May) | 227 096 | 227 096.0 |
Issuance of ordinary shares (private placement November) | 5 815 639 | 5 815 639.0 |
31 December 2025 | 26 269 801 | 26 269 801.0 |
As part of the business combination in March 2025, Zelluna ASA acquired 100% of the shares in Zelluna Immunotherapy AS, and Zelluna ASA issued 147,991,521 shares (the \"Consideration Shares\") to the ex-isting shareholders of Zelluna Immunotherapy AS. The fully committed private placement consisted of the issuance of 19,873,071 Offer Shares at a subscription price of NOK 2.60 per Offer Share, raising gross proceeds of approximately MNOK 51.7.
A reverse share split was executed on 31 March 2025. In the reverse split, 10 shares became 1 share, thus the new number of outstanding shares in the Company became 20,227,066, each with a par value of NOK 1 (previously NOK 10 per share). In relation to the reverse share split, a share issue of 7 shares was nec-essary for the total number of shares to be divided by 10. Radforsk was the subscriber of these 7 shares.
On 27 May 2025, Zelluna ASA issued 227,096 new shares, each with a subscription price of NOK 26, to settle an already triggered milestone payment under the licence agreement with Inven2 AS. The share issue was in accordance with the resolution by the company's Annual General Meeting held on 29 April 2025 to grant the company's Board of Directors an authorisation to issue new shares to Inven2.
In November 2025, Zelluna ASA successfully completed a private placement and retail offering, raising MNOK 58.2 by issuing 5,815,639 new shares, each with a subscription price of NOK 10.
Reverse acquisition adjustment in the consolidated statement of changes in equity
Following the reverse acquisition completed in March 2025, Zelluna Immunotherapy AS is considered the accounting acquirer and Zelluna ASA the legal parent. Consequently, the consolidated statement of changes in equity reflects the historical equity of Zelluna Immunotherapy AS prior to the busi-ness combination, while the share capital presented represents the legal share capital of Zelluna ASA.The line \u201cBusiness combination adjustments\u201d in the consolidated statement of changes in equity rep-resents the equity adjustment required to reflect the legal share capital structure of Zelluna ASA after the reverse acquisition.
Consequently, the equity structure (i.e. share capital) presented reflects the legal share capital of Zellu-na ASA, while the historical equity balances prior to the business combination relate to Zelluna Immu-notherapy AS.
The 20 main shareholders as of 31 December 2025 | Number of shares | Ownership interest |
Geveran Trading Company Ltd | 2 507 832 | 9.5 % |
Radforsk Investeringsstiftelse | 2 469 693 | 9.4 % |
Inven2 AS | 2 207 034 | 8.4 % |
Gjelsten Holding AS | 1 514 972 | 5.8 % |
Birk Venture AS | 1 488 507 | 5.7 % |
UBS Switzerland AG (nominee account) | 1 465 372 | 5.6 % |
Helene Sundt AS | 1 290 482 | 4.9 % |
Merrill Lynch (nominee account) | 1 238 935 | 4.7 % |
Six Sis AG (nominee account) | 1 090 015 | 4.1 % |
J.P. Morgan SE (nominee account) | 867 332 | 3.3 % |
Mp Pensjon PK | 838 402 | 3.2 % |
Ro Invest AS | 822 656 | 3.1 % |
UBS Switzerland AG (nominee account) | 661 947 | 2.5 % |
CGS Holding AS | 506 787 | 1.9 % |
Norda ASA | 501 905 | 1.9 % |
Sundt AS | 500 000 | 1.9 % |
Stavern Helse og Forvaltning AS | 400 000 | 1.5 % |
Jakob Hatteland Holding AS | 313 394 | 1.2 % |
Kvantia AS | 255 862 | 1.0 % |
Jomani AS | 237 796 | 0.9 % |
20 largest shareholders | 21 178 923 | 80.6% |
Other shareholders | 5 090 878 | 19.4% |
Total | 26 269 801 | 100.0% |
Number of shares held by Management and the Board of Directors as of 31 December 2025 | Position | Number of shares |
Namir Hassan | CEO | 51 000 |
Geir Christian Melen - shares held through Transvega AS* | CFO | 27 660 |
Anders Holm | COO | 18 000 |
Luise Weigand | Head of Resarch | 2 416 |
Emilie Gauthy | Head of CMC | 21 200 |
Julia Ino | Head of Project Management | 12 800 |
Anders Tuv - shares held through Tuv Capital AS | Chairman of the Board | 20 000 |
Bent Jakobsen | Board member | 132 478 |
Eva-Lotta Allan | Board member | 16 250 |
Hans Ivar Robinson - shares held through Birk Venture AS | Board member | 1 488 507 |
Charlotte Sofie Bergsagel Berg-Svendsen - through Othrik AS | Board member | 12 500 |
Total shares held by Management and the Board of Directors | 1 802 811 |
As of 31 December 2025, six members of the Management team in the Group held a total of 92,616 ordinary shares in Zelluna.
* Geir Christian Melen assumed the role of CFO on 31 December 2025, replacing Hans Eid.
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% |
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 |
As of 31 December 2024, one member of the Management team in the Group held a total of 87,500 ordinary shares in Zelluna.\t
Note 13: Transactions with related parties
Zelluna entered into a Development and Licence Option Agreement with Inven2 AS regarding certain T-cell receptors in 2016, which has subsequently been expanded and amended several times. Under the agreements, Zelluna has in-licensed technology from Inven2 AS, one of the Company\u2019s main shareholders.Inven2 AS is entitled to receive milestone payments upon achievement of specified development criteria and reimbursement of patenting costs. Milestone payments to Inven2 AS amounted to MNOK 8.8 in 2024 and MNOK 5.9 in 2025 and were settled through the issuance of shares.
In connection with a milestone payment in 2025 under the licence agreement, the Company issued 227,096 shares to the licensor. The transaction is accounted for as a share-based payment for goods received in accordance with IFRS 2. The transaction in 2025 was measured based on the fair value of the shares issued at the transaction date of NOK 26 per share, resulting in a total consideration of MNOK 5.9.
Accounts payable amounted to MNOK 0 at 31 December 2024 and 2025.Please refer to Note 9 for additional information.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__93": { "value": "Note 14: Leases and commitments
Movement in right of use asses (NOK 1 000) | 2025 | 2024 |
Right-of-use assets as per 1 January | 121 | 844 |
Additions from business combination | 1 543 | - |
Lease modifications \u2013 extension options exercised | 1 687 | 6 |
Depreciation costs during the year | (1 213) | (728) |
Lease terminations | (1 463) | - |
Carrying amount as at 31 December | 675 | 121 |
movement in Lease liabilities (NOK 1 000) | 2025 | 2024 |
Lease liability as per 1 January | 126 | 848 |
Additions from business combination | 1 661 | - |
Lease modifications \u2013 extension options exercised | 1 687 | 6 |
Lease terminations | (1 445) | - |
Cash payments for the principal portion of the lease liability | (1 331) | (727) |
Cash payments for the interest portion of the lease liability | (97) | (38) |
Interest expense on lease liabilities | 97 | 38 |
Lease liability as per 31 December | 697 | 126 |
Current | 697 | 126 |
Non-current | - | - |
Lease expenses (NOK 1 000) | 2025 | 2024 |
Depreciation expense of right-of-use assets | 1 213 | 728 |
Lease terminations | 18 | - |
Interest expense on lease liabilities | 97 | 38 |
Expense relating to short-term leases (incl. in Other operating expenses)\t | 1 316 | 2 322 |
Expense relating to low-value assets (incl. in Other operating expenses)\t | 33 | 17 |
Total amount recognized in profit or loss | 2 678 | 3 105 |
The right-of-use assets comprise a rental agreement for office premises in Oslo with 6 months left of the rental contract as of 31 December 2025. The weighted average discount rate applied is 9% as per 31 December 2025.
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 Uppsa-la, Sweden. 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 3.1 in FY24 and MNOK 2.8 in FY25.
Non-discounted lease liabilities expiring within the following periods from the balance sheet date (NOK 1 000) | 2025 | 2024 |
Within 1 year | 716 | 128 |
1 to 2 years | - | - |
2 to 3 years | - | - |
3 to 4 years | - | - |
4 to 5 years | - | - |
Over 5 years | - | - |
Sum | 716 | 128 |
Note 15: Share based payment
Share option program
The main objectives of the share value-based incentive scheme are to align interests of shareholders and management/employees (value creation and risk taking) and ensure competitive compensation for management/employees and motivation to stay (retention).
On 3 July 2025, a new option programme was introduced for all employees in the Group and two board members, as a replacement for the existing schemes in all entities in the Group. On the basis of the approval by the General Meeting on 29 April 2025 to authorize the Board of Directors of Zelluna ASA to grant new shares to employees and board members under a long-term incentive programme, the Board of Directors resolved to issue a total of 1,634,000 share options in the Company. The number of options granted corresponded to 8.0% of the outstanding number of shares in the Company at the date of grant.
Each option gives the right to acquire one share in the Company. Pursuant to the vesting schedule for employees, 33% of the options will vest one year after the day of grant, 33% of the options will vest two years after the day of grant and the remaining 33% will vest three years after the day of grant (vesting is dependent on the option holder still being employed in the Company). For the board members, all options vest after 1 year.
The exercise price has been set at NOK 13.34 per share, which corresponds to the volume-weighted average price over the past 30 calendar days prior to the grant of the options. Options that are not ex-ercised within 7 years from the date of grant will lapse and become void.
Equity-settled share-based payments are measured at the fair value of the equity instruments at the grant date. Please see the Annual Report for more information regarding the accounting method of the options.
A total of 1,378,000 share options are granted per 31 December 2025, corresponding to 5.25% of the out-standing number of shares in the Company. A total of 394 125 options have been forfeited during the year as employees have left the Company. The total IFRS cost recognized for the option programme in 2025 was MNOK 2.3, and the accrual for social security tax related to the options was MNOK 0 as of 31 De-cember 2025. Note that the difference between the charge recognised in profit or loss and the amount recognised in equity reflects amounts recognised in subsidiaries prior to the business combination and consolidation adjustments.
Issuance of shares to Inven2
In 2025, the Company issued 227,096 shares to Inven2 AS in connection with a milestone payment under the licence agreement. The transaction was accounted for as a share-based payment for goods received in accordance with IFRS 2. Refer to note 13 for more information.
Movements of options during 2025 | Number of instruments | Weighted Average Exercise Price |
Outstanding at 1 January | 2 039 890 | 390.55 |
Adjustments | (1 711 632) | 400.90 |
Granted | 1 634 000 | 13.34 |
Cancelled | (190 133) | 400.88 |
Forfeited | (394 125) | 17.36 |
Exercised | - | - |
Expired | - | - |
Outstanding at 31 December | 1 378 000 | 13.34 |
Vested options during the year | - | - |
Movements of options during 2024 | Number of instruments | Weighted Average Exercise Price |
Outstanding at 1 January | 2 289 285 | 59.82 |
Granted | - | - |
Cancelled | - | - |
Forfeited | (249 395) | 64.60 |
Exercised | - | - |
Expired | - | - |
Outstanding at 31 December | 2 039 890 | 39.06 |
Vested options during the year | 433 879 | 36.30 |
Outstanding Instruments Overview at year end | 2025 | 2024 |
Number of instruments | 1 378 000 | 2 039 890 |
Weighted Average Exercise Price (NOK) | 13.34 | 39.06 |
Vested/Exercisable instruments as of 31 December | - | 1 828 015 |
Weighted Average Exercise Price on vested instruments (NOK)\t | - | 41.38 |
Weighted Average remaining contractual life (years) | 6.51 | 2.80 |
Assumptions, costs and social security provisions:The Zelluna Employee Share Options\u2019 fair value is calculated according to the IFRS-2 regulations. As stated 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 closing 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 op-tions 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 model. This assumption is based on the options being free from restraints and that the owner of the op-tions 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 therefore assumed to be the estimated end-of-lifetime of each option in the model. However, exercise pat-terns will be monitored, and expected option lifetime will be updated if needed for future grants.As Zelluna ASA is not considered to have been listed on a stock exchange long enough to have a suffi-cient 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 2025 have been cal-culated using a Black Scholes model with the following assumptions:
Fair value pricing assumptions | 2025 | 2024 |
Instrument | Option | - |
Quantity as of 31 December | 1 634 000 | - |
Contractual life | 7.00 | - |
Exercise price | 13.34 | - |
Share price | 13.22 | - |
Expected lifetime | 2.94 | - |
Volatility | 75.73% | - |
Interest rate | 3.50% | - |
Dividend | - | - |
Fair value per instrument | 4.63 | - |
Vesting conditions | Service condition | - |
*Weighted average parameters at grant of instrument
Number of options held by Management Team | Position | 2025 | 2024 |
Namir Hassan | Chief Executive Officer | 550 000 | 284 000 |
Geir Christian Melen* | Chief Financial Officer | 90 000 | 60 000 |
Anders Holm | Chief Operating Officer | 145 000 | 78 000 |
Luise Weigand | Head of Resarch | 145 000 | 90 000 |
Emilie Gauthy | Head of CMC | 80 000 | 45 000 |
\u00d8ivind Foss | Head of Clinical Operations | 70 000 | 114 000 |
Julia Ino | Head of Project Management | 80 000 | 37 000 |
Bent Jakobsen | Non-exec Board Member | 96 000 | 212 000 |
Eva-Lotta Allan | Non-exec Board Member | 6 000 | - |
Total number of share options held by Management Team and Board | 1 262 000 | 920 000 |
* Geir Christian Melen assumed the role of CFO on 31 December 2025, replacing Hans Eid, who had been allocated 175,000 options during 2025, all off which were forfeited before year-end.
The 2025 column reflects share options in Zelluna ASA (with Zelluna ASA shares as the underlying instru-ment), while the 2024 column reflects share options in Zelluna Immunotherapy AS (with Zelluna Immu-notherapy AS shares as the underlying instrument). Accordingly, the figures are not directly comparable.Following the business combination, the Zelluna Immunotherapy AS option scheme was replaced by a new grant of share options in Zelluna ASA. \u00d8ivind Foss held Zelluna ASA options in 2024 (formerly Ulti-movacs ASA).
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2025 | 2024 |
Public duties payable | 3 488 | 1 866 |
Holiday pay payable | 3 566 | 2 745 |
Accrued expenses | 8 | 3 803 |
Other current liabilities | 4 887 | 44 |
Sum | 11 948 | 8 459 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2025 | 2024 |
Public duties payable | 3 488 | 1 866 |
Holiday pay payable | 3 566 | 2 745 |
Accrued expenses | 8 | 3 803 |
Other current liabilities | 4 887 | 44 |
Sum | 11 948 | 8 459 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2025 | 2024 |
Public duties payable | 3 488 | 1 866 |
Holiday pay payable | 3 566 | 2 745 |
Accrued expenses | 8 | 3 803 |
Other current liabilities | 4 887 | 44 |
Sum | 11 948 | 8 459 |
Note 16: Other current liabilities
Other current liabilities (NOK 1 000) | 2025 | 2024 |
Public duties payable | 3 488 | 1 866 |
Holiday pay payable | 3 566 | 2 745 |
Accrued expenses | 8 | 3 803 |
Other current liabilities | 4 887 | 44 |
Sum | 11 948 | 8 459 |
Note 17: Financial instruments
Financial assets in the balance sheetLong-term receivables include a restricted regulatory deposit related to VAT registration in Belgium of NOK 89 thousand.
Financial risksThe most significant financial risks for the Group are financing risk, liquidity risk, credit risk and foreign currency risk. Management continuously evaluates these risks and determines policies for how they are managed within the Group.
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 additional capital or financing depends in part on prevailing market conditions, as well as the Group\u2019s business conditions and operating results, and these factors may affect its efforts to arrange financing on satisfactory terms.The Group monitors liquidity risk through monthly rolling consolidated forecasts for results and cash flows, and the Board of Directors works continuously to secure the funding required for the Group\u2019s operations.
Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, resulting in a financial loss. The Group is exposed to credit risk from its receivables and deposits with 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 always has 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 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 relates primarily to operating ex-penses denominated in EUR.During 2025, the Group held funds in EUR to mitigate foreign exchange risk and improve predictability of future costs.The Group does not use financial instruments, including financial derivatives, for trading purposes.
The sensitivity analysis is based on monetary assets and liabilities denominated in foreign currencies outstanding at the reporting date:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2025 | 2024 |
EUR | +10% | 335 | 1 300 |
-10% | (335) | (1 300) |
interest rate sensitivity (nok 1 000) | Change in interest rate | 2025 | 2024 |
Bank deposits | |||
+2% | 1 568 | 1 330 | |
-2% | (1 568) | (1 330) | |
+5% | 3 920 | 3 326 | |
-5% | (3 920) | (3 326) |
Currency fluctuations relating to foreign-currency bank deposits are recognised in profit or loss and do not affect other comprehensive income (OCI).
Fair valueManagement has assessed that the fair values of cash and cash equivalents, accounts receivable, accounts 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 it will be able to continue as a going concern while maximising returns to stakeholders through optimisation of the debt and equity balance. The Group\u2019s policy is to maintain a strong capital base in order to sustain investor, creditor and market confidence and to support future development of the business.The Board of Directors and Management closely monitor the Group\u2019s short- and long-term cash flows and continuously assess the need for additional funding.The capital structure of the Group consists of equity attributable to owners of the Group, comprising share capital and share premium (offsett by accumulated losses).The Group is not subject to any externally imposed capital requirements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__105": { "value": "Note 17: Financial instruments
Financial assets in the balance sheetLong-term receivables include a restricted regulatory deposit related to VAT registration in Belgium of NOK 89 thousand.
Financial risksThe most significant financial risks for the Group are financing risk, liquidity risk, credit risk and foreign currency risk. Management continuously evaluates these risks and determines policies for how they are managed within the Group.
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 additional capital or financing depends in part on prevailing market conditions, as well as the Group\u2019s business conditions and operating results, and these factors may affect its efforts to arrange financing on satisfactory terms.The Group monitors liquidity risk through monthly rolling consolidated forecasts for results and cash flows, and the Board of Directors works continuously to secure the funding required for the Group\u2019s operations.
Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, resulting in a financial loss. The Group is exposed to credit risk from its receivables and deposits with 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 always has 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 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 relates primarily to operating ex-penses denominated in EUR.During 2025, the Group held funds in EUR to mitigate foreign exchange risk and improve predictability of future costs.The Group does not use financial instruments, including financial derivatives, for trading purposes.
The sensitivity analysis is based on monetary assets and liabilities denominated in foreign currencies outstanding at the reporting date:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2025 | 2024 |
EUR | +10% | 335 | 1 300 |
-10% | (335) | (1 300) |
interest rate sensitivity (nok 1 000) | Change in interest rate | 2025 | 2024 |
Bank deposits | |||
+2% | 1 568 | 1 330 | |
-2% | (1 568) | (1 330) | |
+5% | 3 920 | 3 326 | |
-5% | (3 920) | (3 326) |
Currency fluctuations relating to foreign-currency bank deposits are recognised in profit or loss and do not affect other comprehensive income (OCI).
Fair valueManagement has assessed that the fair values of cash and cash equivalents, accounts receivable, accounts 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 it will be able to continue as a going concern while maximising returns to stakeholders through optimisation of the debt and equity balance. The Group\u2019s policy is to maintain a strong capital base in order to sustain investor, creditor and market confidence and to support future development of the business.The Board of Directors and Management closely monitor the Group\u2019s short- and long-term cash flows and continuously assess the need for additional funding.The capital structure of the Group consists of equity attributable to owners of the Group, comprising share capital and share premium (offsett by accumulated losses).The Group is not subject to any externally imposed capital requirements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__99": { "value": "Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, resulting in a financial loss. The Group is exposed to credit risk from its receivables and deposits with banks.", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__100": { "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 always has 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": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__106-1": { "value": "Interest rate riskThe Group has no interest-bearing debt. Bank deposits are exposed to market fluctuations in interest rates, which impact 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 relates primarily to operating ex-penses denominated in EUR.During 2025, the Group held funds in EUR to mitigate foreign exchange risk and improve predictability of future costs.The Group does not use financial instruments, including financial derivatives, for trading purposes.
The sensitivity analysis is based on monetary assets and liabilities denominated in foreign currencies outstanding at the reporting date:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2025 | 2024 |
EUR | +10% | 335 | 1 300 |
-10% | (335) | (1 300) |
interest rate sensitivity (nok 1 000) | Change in interest rate | 2025 | 2024 |
Bank deposits | |||
+2% | 1 568 | 1 330 | |
-2% | (1 568) | (1 330) | |
+5% | 3 920 | 3 326 | |
-5% | (3 920) | (3 326) |
Currency fluctuations relating to foreign-currency bank deposits are recognised in profit or loss and do not affect other comprehensive income (OCI).
The sensitivity analysis is based on monetary assets and liabilities denominated in foreign currencies outstanding at the reporting date:
Foreign currency sensitivity (NOK 1 000) | Change in foreign currency | 2025 | 2024 |
EUR | +10% | 335 | 1 300 |
-10% | (335) | (1 300) |
interest rate sensitivity (nok 1 000) | Change in interest rate | 2025 | 2024 |
Bank deposits | |||
+2% | 1 568 | 1 330 | |
-2% | (1 568) | (1 330) | |
+5% | 3 920 | 3 326 | |
-5% | (3 920) | (3 326) |
Currency fluctuations relating to foreign-currency bank deposits are recognised in profit or loss and do not affect other comprehensive income (OCI).
Fair valueManagement has assessed that the fair values of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their carrying amounts, largely due to the short-term maturities of these instruments.\t
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__104": { "value": "
Fair valueManagement has assessed that the fair values of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate their carrying amounts, largely due to the short-term maturities of these instruments.\t
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__108": { "value": "
Capital management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising returns to stakeholders through optimisation of the debt and equity balance. The Group\u2019s policy is to maintain a strong capital base in order to sustain investor, creditor and market confidence and to support future development of the business.The Board of Directors and Management closely monitor the Group\u2019s short- and long-term cash flows and continuously assess the need for additional funding.The capital structure of the Group consists of equity attributable to owners of the Group, comprising share capital and share premium (offsett by accumulated losses).The Group is not subject to any externally imposed capital requirements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:254900B4VALJZR9TL744", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s6__6__110": { "value": "Note 18: Business combination
Background - Business combination with Zelluna Immunotherapy ASOn 3 March 2025, Ultimovacs ASA completed a business combination with Zelluna Immunotherapy AS. Upon completion of the transaction, Ultimovacs ASA changed its name to Zelluna ASA (\"the Compa-ny\"), and Zelluna Immunotherapy AS became a wholly owned subsidiary of Zelluna ASA.The transaction was structured as a share-for-share exchange whereby Zelluna ASA issued 147,991,521 shares to the former shareholders of Zelluna Immunotherapy AS in exchange for 100% of the shares in Zelluna Immunotherapy AS. In addition, 19,873,071 new shares were issued in a private placement at a subscription price of NOK 2.60 per share, resulting in gross proceeds of approximately MNOK 51.7.Accounting treatment \u2014 reverse acquisitionAlthough Zelluna ASA is the legal acquirer, the transaction has been accounted for as a reverse acqui-sition under IFRS 3 Business Combinations, with Zelluna Immunotherapy AS identified as the account-ing acquirer and Zelluna ASA as the accounting acquiree.As a result, the consolidated financial statements reflect the financial position, performance, and cash flows of Zelluna Immunotherapy AS prior to the acquisition date, with the results of Zelluna ASA being included from 1 March 2025, based on management's judgement that the difference to the actual completion date (3 March 2025) is immaterial, in accordance with IFRS 3.BC110.ValuationThe business combination was based on an agreed equity valuation of NOK 384.8 million for Zelluna Immunotherapy AS and NOK 89.5 million for Ultimovacs ASA (now Zelluna ASA), prior to the private placement. The valuation of Ultimovacs ASA corresponded to NOK 2.60 per share.Consideration transferredIn accordance with IFRS 3, the consideration transferred in a reverse acquisition is based on the fair value of the shares deemed to have been issued by the accounting acquirer (Zelluna Immunotherapy AS) to the owners of the accounting acquiree (Zelluna ASA).The consideration transferred is calculated as:\u2022 34,406,061 shares outstanding in Zelluna ASA immediately before the transaction; and\u2022 multiplied by the fair value per share at the acquisition date (NOK 2.180).Thus, the total consideration transferred amounts to approximately MNOK 75.0.
Purchase Price AllocationThe following table summarises the allocation of the consideration transferred to the identifiable as-sets acquired and liabilities assumed at the acquisition date at their fair values:
recognised amounts of identifiable assets acquired and liabilities assumed (NOK 1 000) | Feb 2025 |
ASSETS | |
Property, plant and equipment | 23 |
Rights to use assets | 1 543 |
Receivables and prepayments | 6 462 |
Bank deposits | 93 314 |
Total Asses | 101 341 |
LIABILITIES | |
Accounts payable | 4 625 |
Lease liability | 1 661 |
Other current liabilities | 23 279 |
Net identifiable assets acquired on 28 February 2025 | 71 776 |
Total consideration (Purchase Price) | 75 005 |
Excess value | 3 229 |
The net identifiable assets acquired reflect the book value of Zelluna ASA\u2019s equity at the acquisition date of MNOK 71.8. The excess of the consideration transferred over the net identifiable assets ac-quired, amounting to MNOK 3.2, has been recognised as goodwill in the consolidated statement of financial position.Impairment assessment of goodwillIn accordance with IAS 36 Impairment of Assets, management has assessed goodwill for impairment indicators during 2025 and identified the following:\u2022 Significant market volatility and negative sentiment in the biotech industry, both locally and interna-tionally, impacting the recoverability of goodwill; and\u2022 Zelluna ASA\u2019s share price declined from NOK 26 (adjusted for reverse share split 1:10 in April 2025) at the date of the business combination to approximately NOK 12 during 2025.Based on the impairment indicators identified, management performed an impairment assessment of goodwill. The recoverable amount, determined based on fair value less costs of disposal (FVLCD), in-dicated that the goodwill was not recoverable. Consequently, the entire goodwill amount of MNOK 3.2 was impaired and derecognised in profit or loss during 2025.Accordingly, the carrying amount of goodwill at 31 December 2025 is nil. See note 9 for further infor-mation on impairment of intangible assets.
Impact on the consolidated statement of profit or lossFrom the acquisition date (3 March 2025) to 31 December 2025, the acquiree contributed revenue of NOK 0 and a loss of MNOK 39.8 to the Group.
Pro forma informationIf the acquisition had taken place on 1 January 2025, the Group\u2019s loss for the year would have been approximately MNOK 149.0. Management considers these pro forma amounts to represent an indicative view of the Group\u2019s performance as if the acquisition had occurred at the beginning of the reporting period.
Note 19: Events after the balance sheet date