Changing lives through medical technology

Annual report 2024

Financial review of the Lifecare Group

The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU.

Profit/loss

The Group’s revenue and other income amounted to NOK 9.7 million in 2024 compared to NOK 13.1 million in 2023. The income relates mainly from public grants in the German subsidiaries, SkatteFUNN in Norway and subrental of office and laboratory space. In 2024 the organization has increased its focus on internal R&D and provided less laboratory services to external parties, reducing the revenue from 2023 to 2024.

Employee benefits expenses came to NOK 37.7 million in 2024 compared to NOK 25.7 million in 2023. This increase is primarily driven by the increased level of activities and the addition of new employees. As of year end 2023 the Group had 27 full-time equivalent employees (FTE), compared to 33 FTEs at year end 2024. Total employee share option cost (no cash effect) has been recognized with an expense of NOK 3.1 million in 2024 compared to NOK 3.7 million in 2023.

Depreciation and amortization expenses was NOK 4.9 million in 2024 compared to NOK 3.3 million in 2023. The increase from 2023 was due to purchase of production and laboratory equipment.

Other operating expenses rose from NOK 19.5 million in 2023 to NOK 51.8 million in 2024. The increase was due to a signifi- cant ramp up of the R&D activities, including pilot production, engineering and preparation of the automated production process. The cost was also driven by the inclusion of RemovAid and cost related to the listing on Oslo Børs.

Total operating expenses came to NOK 94.5 million in 2024 compared to NOK 48.4 million in 2023. The increase was driven by a significant increase in R&D activities as described above.

In 2024, net financial items yielded a profit of NOK 11.3 million compared to NOK 26 thousand in 2023. This positive change was attributed to interest rates on capital and revaluation of warrants recognized as financial liabilities.

The pre-tax loss came to NOK 73.5 million in 2024 compared to NOK 35.3 million in 2023. Tax for 2024 has been calculated to an income of NOK 0.7 million compared to an income of NOK 0.1 million for 2023. The Group’s total loss after tax was NOK 72.7 million in 2024 compared to a loss of NOK 35.2 million in 2023.

Financial position

On 31 December 2024, the book value of the Group’s assets was NOK 112.6 million, up from NOK 86.4 million as of 31 December 2023. The increase in the Group’s balance sheet in 2024 was mainly related to two capital issues raising total cash of NOK 106.6 million, the acquisition of RemovAid and purchase of equipment.

As of 31 December 2024, the Group’s patents, licenses, and goodwill totaled NOK 12.6 million, slightly up from NOK 12.5 million at the end of 2023, primarily due to the acquisition of RemovAid. The Group holds three key patents for its glucose monitoring technology as well as patents related to the RemovAid tool. Goodwill related to the acqui- sitions of Lifecare Laboratory and Lifecare NanoBioSensor remains unchanged at NOK 7.2 million. The annual impair- ment assessment confirmed no indications of impairment, supporting the retention of recognized goodwill.

Tangible assets including right-of-use assets totalled NOK 25.2 million as of 31 December 2024, up from NOK 9.8 million as of 31 December 2023 due to investments in equipment and new office lease agreements. Tangible assets acquired in 2024 consist of machines and equipment related to pilot

and automated production. Lifecare has recognized the leasing agreements of its office and laboratory facilities as right of use assets according to IFRS 16. Some contracts have been renewed during 2024.

Trade receivables and other current assets came to NOK 13.2 million at year end 2024 compared to NOK 15.7 million as at year end 2023.

The cash balance at the end of year was NOK 61.6 million, up from NOK 48.3 million as of 31 December 2023. The successful completion of a rights issue in June 2024 raised gross proceeds of NOK 90 million and a capital issue in connection with the IPO in October raised an additional NOK 16.6 million.

Total equity as of 31 December 2024 was NOK 74.0 million compared to NOK 66.5 million as of 31 December 2023. The equity ratio as at year end 2024 was 66% compared to 77% as at year end 2023.

Total liabilities were NOK 38.6 as at year end 2024, compared to NOK 19.9 million as at year end 2023. Lifecare is funded mainly by equity and to a certain degree public grants and does not have interest-bearing debt. Warrants issued in June 2024 in connection with the rights issue were recognized as financial liability at market value of NOK 14.7 million as of 31 December 2024. Liabilities also include right of use assets (office rental lease agreement recognized according to IFRS 16), trade payables and other current liabilities. As of 31 December 2024, non-current lease liabilities were NOK 8.3 million and current lease liabilities were NOK 2.6 million, compared to NOK 4.7 million and NOK 1.7 million, respec- tively, as at year end 2023. The lease liabilities were impacted mainly by a new office rental agreement at the headquarter in Bergen. Lifecare has signed a lease for new facilities in Mainz,

Lifecare Group Profit or loss

2024

2023

(NOK 1 000)

Revenue and other income

9 671

13 086

Total operating expenses

94 454

48 434

Operating profit/loss

-84 783

-35 348

Net financial items

11 299

26

Profit/loss before tax

-73 484

-35 322

Profit/loss for the year

-72 744

-35 206

Lifecare Group Financial position

2024

2023

(NOK 1 000)

Total non-current assets

37 775

22 345

Total current assets

74 817

64 044

Total equity

73 983

66 455

Total non-current liabilities

9 197

9 302

Total current liabilities

29 413

10 634

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effective 1 July 2025. In accordance with IFRS 16, this agree- ment will add NOK 37 million to the financial statements as a right-of-use asset and lease liability from Q3 2025.

Cash flow

Net cash flow from operating activities amounted to NOK -65.5 million in 2024 compared to NOK -37.3 million in 2023. The change in cash flow was primarily driven by increased R&D activities and increase in employees, resulting in a higher operating loss in 2024 compared to 2023.

Net cash flow from investing activities was NOK -12.4 million in 2024 compared to NOK -1.2 million in 2023. Investment in 2024 includes machines and equipment related to pilot and automated production.

The cash flow from financing activities totaled NOK 91.2 million in 2024 compared to NOK 39.3 million in 2023. Gross proceeds of NOK 16.6 million was raised in the public retail offering in connection with the listing on Euronext Oslo Børs in October 2024. Additionally, in June 2024, Lifecare completed a rights issue that generated gross proceeds of NOK 90 million. In 2023, Lifecare concluded a private place- ment raising gross proceeds of NOK 42.5 million.

At year end 2024, the cash balance was NOK 61.6 million compared to NOK 48.3 million at the end of 2023, with a net change in cash of NOK 13.3 million for the year 2024.

Financial review of Lifecare ASA

The parent company’s financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU.

Profit/loss

Lifecare ASA’s revenue and other income amounted to NOK 5.3 million in 2024 compared to NOK 5.4 million in 2023. The income relates mainly from management fee to subsidiaries and SkatteFUNN. Lifecare ASA oversees the Group’s central- ized functions, including executive management, project management, quality management systems (QMS), human resources, and finance and accounting. These services are largely provided to its subsidiaries.

Employee benefits expenses came to NOK 16.4 million in 2024 compared to NOK 12.3 million in 2023. This increase is primarily driven by the expansion of activities and the addi- tion of new employees. As of year end 2023, Lifecare ASA had six full-time equivalent employees (FTE), compared to 9.5 FTEs at year end 2024. Total employee share option cost (no cash effect) has been recognized with an expense of NOK 3.1 million in 2024 compared to NOK 3.7 million in 2023.

Depreciation and amortization expenses was NOK 0.8 million in 2024 compared to NOK 0.6 million in 2023.

Other operating expenses rose from NOK 27.4 million in 2023 to NOK 63.5 million in 2024. The increase was due to a significant ramp up of the R&D activities, including pilot production, engineering and preparation of the automated production process. In addition, the cost was also driven by the inclusion of operating expenses in RemovAid and cost related to the listing on Oslo Børs.

Total operating expenses came to NOK 80.6 million in 2024 compared to NOK 40.2 million in 2023. The increase was driven by a significant increase in R&D activities.

In 2024, net financial items yielded a profit of NOK 11.6 million compared to NOK 0.2 million in 2023. This positive change this year was attributed to interest rates on capital and reval- uation of warrants recognized as financial instruments.

The total loss came to NOK 63.7 million in 2024 compared to NOK 34.6 million in 2023. Tax for both 2024 and 2023 has been calculated to NOK 0 million.

Financial position

On 31 December 2024, the book value of the parent com- pany’s assets was NOK 117.2 million, up from NOK 73.4 mil- lion as of 31 December 2023. The increase in the balance sheet in 2024 was mainly related to two capital issues raising total cash of NOK 106.6 million and the acquisition of RemovAid.

The company’s patents, goodwill and tangible assets including right-of-use assets totalled NOK 5.7 million as of 31 December 2024, up from NOK 1.6 million as of 31 December 2023. The increase was related a new rental lease agreement recognized as right of use asset.

Investment in subsidiaries amounted to NOK 19.7 million as of 31 December 2024 compared to NOK 15.7 million as at 31 December 2023. The increase relates to the acquisition of 89.6% of RemovAid AS.

Trade receivables and other current assets came to NOK 30.8 million as at year end 2024 compared ot NOK 8.7 million as at year end 2023. The receivables primarily consist of manage- ment fees from subsidiaries, which have increased compared to last year due to the expansion of group functions and services.

Lifecare ASA Profit or loss

2024

2023

(NOK 1 000)

Revenue and other income

5 332

5 431

Total operating expenses

80 601

40 188

Operating profit/loss

-75 269

-34 757

Net financial items

11 615

206

Profit/loss before tax

-63 654

-34 551

Profit/loss for the year

-63 654

-34 551

Lifecare ASA Financial position

2024

2023

(NOK 1 000)

Total non-current assets

25 386

17 294

Total current assets

91 838

56 117

Total equity

82 015

65 903

Total non-current liabilities

4 188

3 075

Total current liabilities

31 021

4 433

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The cash balance at the end of year was NOK 61.0 million, up from NOK 47.4 million as of 31 December 2023. The successful completion of a rights issue in June 2024 raised gross proceeds of NOK 90 million and a capital issue in connection with the IPO in October raised an additional NOK 16.6 million.

Total equity as of 31 December 2024 was NOK 82.0 million compared to NOK 65.9 million as of 31 December 2023. The equity ratio as at year end 2024 was 70% compared to 90% as at year end 2023.

Total liabilities were NOK 35.2 million as at year end 2024, compared to NOK 7.5 million as at year end 2023. Lifecare ASA is funded mainly by equity and to a certain degree public grants and does not have interest-bearing debt. Warrants issued in June 2024 in connection with the rights issue were recognized as financial liability at market value of NOK 14.7 million as of 31 December 2024. Liabilities also include right of use assets (office rental lease agreement), trade payables and other current and non-current liabilities. As of 31 December 2024, non-current lease liabilities were NOK 4.2 million and current lease liabilities were NOK 0.4 million, compared to NOK 0.2 million and NOK 0.3 million, respectively, as at year end 2023. In 2024, Lifecare ASA entered into a new office rental agreement at the headquarter in Bergen.

Cash flow

Net cash flow from operating activities amounted to NOK -74.8 million in 2024 compared to NOK -37.2 million in 2023. The change in cash flow was primarily driven by increased R&D activities and increase in employees, resulting in a higher operating loss in 2024 compared to 2023.

Net cash flow from investing activities was NOK -4.4 million in 2024 compared to NOK-0.2 million in 2023. The invest- ment in 2024 relates mainly to RemovAid.

The cash flow from financing activities totaled NOK 92.7 million in 2024 compared to NOK 40.1 million in 2023. Gross proceeds of NOK 16.6 million was raised in the public retail offering in connection with the listing on Euronext Oslo Børs in October 2024. Additionally, in June 2024, the company completed a rights issue that generated gross proceeds of NOK 90 million. In 2023, Lifecare ASA concluded a private placement raising gross proceeds of NOK 42.5 million.

At year end 2024, the cash balance was NOK 61.0 million compared to NOK 47.4 million at the end of 2023, with a net change in cash and cash equivalents of NOK 13.6 million for the year 2024.

ESG framework

The Board of Directors is responsible for oversight of ESG matters. The CEO has delegated the authority and responsi- bility of the ESG implementation and execution to the CFO.

The Board of Directors has adopted a Corporate Governance policy to reflect Lifecare’s commitment to good corporate governance. This policy is based on the recommendation on corporate governance for companies listed in Norway (Code of Practice), prepared by the Norwegian Corporate Governance Board. The Board has also issued a Statement of Corporate Governance, included in this Annual Report. Business integ- rity is fundamental to Lifecare, with zero tolerance for fraud, corruption, or misconduct. Lifecare’s Code of Conduct and anti-corruption policy outline clear expectations. In 2024, no incidents of corruption or whistleblowing cases were reported.

Lifecare focuses on developing sensor technology for contin- uous monitoring of glucose and other body analytes. This vision aligns with and directly contributes to UN’s Sustainable Development Goal #3: Good Health and Well-Being. Lifecare’s operations have minimal environmental impact. At the current stage, the primary environmental considerations relate to travel and the shipment of devices and materials. To mitigate this impact, the Group carefully evaluates the necessity of travel and prioritizes virtual meeting tools whenever feasible to reduce travel while maintaining operational efficiency.

Human resources, working environment and equality

The Lifecare Group comprises 39 employees at year end 2024 (33 employees at year end 2023), where of 29 full time employees and 10 part time employees. Of these, three are PhD students, engaged on industry contracts through the University of Bath, the University of Frankfurt and the Norwe- gian University of Life Sciences.

In 2024, Lifecare conducted a work environment analysis. The analysis confirmed that the employees are proud of their work with Lifecare and that the working environment is good.

Focus on health, safety, and environment (HSE) is imperative for Lifecare. No incidents or reports of work-related accidents resulting in significant material damage or personal injury occurred during the year. Leave of absence due to illness was 249 days (3.9%) in 2024, compared to 127 days (2%) in 2023. Management is monitoring and following up the absence rate.

Lifecare provides equal employment opportunities to all qualified candidates and employees. Lifecare actively creates and promotes an environment that is inclusive of all people and their unique abilities, strengths, and differences. Lifecare does not tolerate discrimination against any employee based on age, gender, sexual orientation, disability, race, nationality, political opinions, religion, or ethnic background, or other.

Lifecare ASA employs 50% women and 50% men (2023: 33% and 67%, respectively) while the Lifecare Group comprise 41% women and 59% men (2023: 38% and 62%, respec- tively). The Board of Directors consists of 40% women and 60% men (2023: 20% and 80%, respectively). The executive management team consist of 33% women and 67% men (2023: 100% men).

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Human Rights and Transparency Act

Lifecare is committed to respecting and promoting human rights across its operations. This includes safeguarding freedom of association, collective bargaining, and ensuring a workplace free from forced labor, child labor, and discrimi- nation. Lifecare actively upholds these principles throughout its business and supply chain.

Lifecare carries out due diligence assessment related to fundamental human rights and decent working conditions in its own businesses and supply chain, according to the Norwe- gian Transparency Act. Lifecare’s human rights progress report for 2024 will be published here within 30 June 2025 .

Responsible supply chain

Lifecare is committed to maintaining a responsible and efficient supply chain that supports business resilience and aligns with group policies. Before engaging new suppliers, Lifecare conducts a thorough pre-qualification process, including integrity due diligence. Lifecare also assesses high-risk countries based on Transparency International’s Corruption Index and does not engage in business transactions in those jurisdictions.

Risk management

Lifecare aims to develop and commercialize the world’s smallest implantable continuous glucose monitoring (CGM) sensor. Successfully navigating geopolitical, macroeco- nomic, and regulatory environments is crucial for operational efficiency, market success, and long-term sustainability. Life- care operates in an international environment where geopo-

litical risks may impact its business. Factors such as regula- tory changes, trade restrictions, supply chain disruptions, and economic sanctions could affect the Group’s operations and future market access. Lifecare’s main suppliers and partners are based in Europe, and plans to commercialize its product primarily in the European market. Lifecare prioritizes risk mitigation across various areas and continuously monitors and strengthens its risk management framework.In 2024, there were no significant changes to risks and uncertainties that had a particular impact on Lifecare. Below is a summary of the key risks Lifecare faces in the short and medium term.

Lifecare has liability insurance for its directors and officers, covering compensation claims and related costs for potential claims against them. The policy applies to all past, present, and future board members, executives, and other key personnel who may be exposed to personal managerial liability.

Financial risk

Liquidity risk

Lifecare is currently in a product development stage, dedicating nearly all resources to the research and development of the Sencell implant. The funding primarily relies on equity financing, with limited support from public grants. To ensure sound financial management, monthly liquidity forecasts based on conservative assumptions are conducted, forming the basis for planning the Group’s financing needs. Lifecare works continuously to ensure financial flexibility to achieve its strategic and operational goals. The liquidity situation at year end is satisfactory, with moderate to high risk as Lifecare is still dependent on financing.

Financing risk

In 2024, Lifecare successfully completed a rights issue and a public retail offering, raising gross proceeds of NOK 106.6 million. At year-end 2024, the cash and cash equivalents stood at NOK 61.6 million, with an equity ratio of 66%. As part of the 2024 rights issue, Lifecare ASA issued listed and tradable warrants, granting holders the right to purchase shares in June 2025 at a price equal to the volume weighted average price (VWAP) of the company’s shares on Euronext Oslo Børs during the last three trading days before the first exercise date, minus 30%, with a maximum price cap of NOK 25.76. These warrants may be exercised between 2 June and 13 June 2025.

Raising capital carries risks, including market conditions, investor sentiment, and the company’s ability to meet finan- cial and operational milestones. There is no guarantee that sufficient funds will be secured on favorable terms or within the necessary timeframe. Failure to secure necessary capital could significantly impact Lifecare’s ability to execute its strategy and is therefore considered a high risk.

Interest rate risk and credit risk

Given the Group’s equity-based financing, exposure to interest rate risk is minimal. The credit risk is also assessed as minimal as the Group generates only limited income, and as the parent company controls the subsidiaries.

Currency risk

Currency risk is a factor, given the international scope of the Group’s operations. In particular, fluctuations in the Euro affect the Group, as a majority of its suppliers invoice in Euros while most cash is held in Norwegian Kroner. Currently, no currency hedging strategy is employed to mitigate these fluctuations.

Scientific risk

Lifecare develops technology for sensing and monitoring various body analytes, using osmotic pressure sensors to detect variations in analyte levels. The core technology is protected by three active patents, with a fourth patent pending. Lifecare follows a rigorous, phased R&D process to ensure its product’s reliability, safety, and effectiveness, conducting preclinical and proof-of-concept studiesbe- fore regulatory clinical studies. In 2024, Lifecare launched longevity studies to assess foreign body reactions and confirm the sensor’s lifespan. The first veterinary patient study showed 12-week stability and no unexpected foreign body reactions, significantly reducing scientific risk.

To further mitigate risk, Lifecare collaborates with academic institutions and industry experts, incorporating their insights and staying aligned with the latest scientific advances. Life- care prioritizes regulatory compliance, ensuring its processes meet industry standards from the start. As such, the scien- tific risk associated with the technology is considered low.

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Manufacturing risk

Lifecare is committed to establishing a production frame- work that transitions seamlessly from engineering to full- scale manufacturing. Lifecare has invested in advanced manufacturing technologies and process automation to ensure consistency and precision. Pilot production of the Sencell sensor has been completed, and the most critical steps in the production process has been automated. To iden- tify and address potential quality issues, Lifecare conducts extensive testing on its production processes. At year end 2024, Lifecare was improving the versions of its Minimal Viable Product, as used in the ongoing long-term studies, into further stable product prototypes that are designed for manufacturing. As some work is still needed for final manufacturing, this risk is considered moderate.

Regulatory risk

Lifecare has implemented internal control policies and systems to ensure compliance with relevant regulations. Quality control procedures are continuously developed and adapted to each phase of the Group’s activities. Additionally, Lifecare Laboratory and RemovAid are ISO-certified. Life- care remains committed to upholding the highest safety standards without compromise.

In order for the Sencell implant to be commercialized in human market, Lifecare must carry out clinical studies designed to evaluate the safety, efficacy and performance of the device. The final clinical study scheduled to start late 2025 aims to confirm accuracy, reliability, and safety of the

Sencell implant to obtain a CE-mark. Lifecare will rely on a contract research organisation (CRO) to manage these studies. A CRO typically organizes the trial protocol, recruits patients, manages regulatory compliance, collects, stores and analyzes clinical trial data, prepares documentation to regulatory authorities etc. In the veterinary market, however, there are no specific regulations for medical devices for animals, enabling Lifecare to market Sencell after completing longevity studies in dogs. The remaining steps in the regula- tory process is associated with low to moderate risk.

Commercial risk

To drive commercialization, Lifecare plans to partner with leading veterinarians for the veterinary market and health- care leaders for the human market. Lifecare recognizes the importance of partnering with larger, established compa- nies to effectively bring Sencell to market, ensure device compatibility, and navigate healthcare regulations. Lifecare’s agreement with Sanofi, which includes a right of first refusal for Sencell technology, reflects Lifecare’s strategy to collab- orate with industry leaders. Additionally, the partnership with OneTwo Analytics AB will support the development of a mobile app to seamlessly transmit and analyze glucose data from Sencell, offering valuable insights for diabetes management. Lifecare will lead the commercialization of this software in the global veterinary market, with compatibility for potential human applications. On this basis, the overall risk related to commercialization is considered moderate .

Cybersecurity risk

Lifecare maintains a robust information security program to safeguard data confidentiality, integrity, and availability. Through advanced security protocols, continuous monitoring, and regular employee training, Lifecare proactively mitigates threats and strengthens defenses across the organization.

Climate and nature-related risk

Lifecare is committed to enhancing its understanding of climate and nature-related risks. Lifecare has conducted preliminary assessments which indicate that its current direct exposure to these risks has a limited impact on the Group’s forecasts, estimates, and critical accounting judge- ments.

Events after the reporting date

At the beginning of 2025, Lifecare announced the develop- ment of a new generation of its proprietary chemistry. This advancement is expected to significantly enhance sensor sensitivity. Initial laboratory tests have been successfully completed using implants similar to those employed in the long-term studies. The functionality of the new chemistry is currently being evaluated through in-vitro testing and will also undergo long-term in-vivo studies.

Outlook

Lifecare is entering a pivotal phase in 2025, maintaining strong momentum in product development and preparing for commercialization. Lifecare’s continuous glucose moni- toring technology continues to advance, supported by stra- tegic partnerships, optimized production processes, and improvements in sensor sensitivity. Lifecare anticipates finalizing the design of the Sencell implant in the first half of 2025, ensuring it is optimized for manufacturing.

At the same time, Lifecare is preparing for the regulatory study to support the CE mark application for Sencell in the human market. This study is expected to start late 2025, with the main part taking place in 2026, targeting CE approval and market launch by 2027. Ongoing dog trials remain essential to confirm the sensor’s longevity, biocompatibility, and data accuracy, serving as a key step before human trials. Commer- cializing the sensor in the veterinary market first will provide valuable insights and potential product improvements for the human study and commercialization process.

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Morten Foros Krohnstad

Chair of the Board

Trine Teigland

Board member

Lutz Walter Heinemann Board member

Tone Kvåle

Board member

Hans Johan Hekland

Board member

Joacim Holter

Chief Executive Officer

Bergen, 27 March 2025

The Board of Directors and CEO of Lifecare ASA

This document is electronically signed and does not contain handwritten signatures

Going concern

At the end of 2024, Lifecare held a cash position of NOK 61.6 million. In 2024, Lifecare strengthened its financial posi- tion through successful capital raises, including a NOK 90 million share issue in June and a NOK 16.6 million public retail offering in October. The June share issue was oversubscribed by 127%, reflecting strong investor confidence. Investors in this round were also granted tradable warrants listed on Euronext Growth, exercisable in June 2025. As of year end 2024, 4 193 806 warrants are outstanding.

To sustain Lifecare’s progress and successfully bring Life- care’s groundbreaking technology to market, the Board looks forward to continued investor support during the warrant exercise period from 2 to 13 June 2025. Investor commit- ment remains important in navigating the final steps toward market entry, long-term success, and ultimately achieving profitability and returns on investment.

Statement from the Board of Directors and the CEO

We hereby confirm that, to the best of our knowledge, the financial statements for the period from 1 January to 31 December 2024 have been prepared in accordance with applicable accounting standards and give a true and fair view of the Lifecare Group and Lifecare ASA’s assets, liabil- ities, financial position and overall results. We also confirm that the Board of Directors’ report gives a true and fair view of the development of the business and the position of the Lifecare Group and Lifecare ASA, as well as a description of the principal risks and uncertainties facing Lifecare.

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Statement on Corporate Governance

Lifecare emphasizes good corporate governance

Lifecare (or “the Group”) bases its policy for corporate gover- nance on the Norwegian Code of Practice of 14 October 2021 (“the Code”), a guideline for listed companies to help regulate the division of roles between shareholders, the Board of Directors and Executive Management more comprehen- sively than is required by legislation.

Lifecare’s Board of Directors (“the Board”) has established key principles ensuring that the Group complies with appli- cable laws, regulations, and the recommendations of the Code. To uphold these standards, the Board has implemented routines for monitoring adherence to ethical conduct, legal compliance, and health, safety, and environmental (HSE) requirements. These routines are designed to ensure a balanced approach to compliance, considering Lifecare’s size and stage of development.

Lifecare’s adherence to the Code is detailed in this report, with section numbers corresponding to the relevant chap- ters of the Code.

1. Implementation and reporting on corporate governance Lifecare recognizes the distinct roles of shareholders, the Board of Directors, and the Executive Management team. The Board has established a sound corporate governance policy along with a statement of compliance with the Code for Corporate Governance.

To ensure adherence to this policy, the Board holds regular meetings attended by the Executive Management team, where strategic, operational, and financial matters are presented.

Lifecare follows the Code for Corporate Governance under a “comply or explain” principle, providing explanations for any deviations from the Code when full compliance is not achieved.

Deviations from the Code: None

Lifecare’s compliance with the Norwegian Code of Practice for corporate governance

Deviations from the Code

1. Implementation and reporting on corporate governance

None

2. Business

None

3. Equity and dividends

None

4. Equal treatments of shareholders

None

5. Shares and negotiability

None

6. General meetings

None

7. Nomination committee

None

8. Board of Directors: composition and independence

None

9. The work of the Board of Directors

None

10. Risk management and internal control

None

11. Remuneration of the Board of Directors

None

12. Remuneration of executive personnel

None

13. Information and communications

None

14. Take-overs

None

15. Auditor

None

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4. Equal treatment of shareholders

Lifecare ASA has a single class of shares, with each share carrying one vote and equal rights. The Board of Directors and management are committed to ensuring fair and equal treatment of all shareholders.

As part of the share consolidation in September 2024, Life- care ASA acquired 30 000 treasury shares at an average price of NOK 1.67 per share to allocate shares to shareholders whose holdings did not align with the consolidation ratio. The purchase was conducted as ordinary market trades. Following the consolidation, Lifecare ASA held 2 308 treasury shares, of which 1 285 were allocated to shareholders. As of 31 December 2024, Lifecare ASA retained 1 023 treasury shares.

In 2024, there were two capital increases, both conducted without waiving the pre-emptive rights of existing share- holders.

Deviations from the Code: None

5. Shares and tradability

Lifecare ASA’s shares are freely tradable with no restrictions. The Articles of Association impose no limitations on voting rights, ownership, or share transferability.

Deviations from the Code: None

6. General Meetings

The Board facilitates shareholder participation in General Meetings by enabling attendance either in person or via digital platforms. Lifecare ASA’s General Meetings serve as an effec- tive forum for dialogue between shareholders and the Board.

The Chairman and Chief Executive Officer (CEO) attend the Annual General Meeting, along with representatives from the Nomination Committee. The Board of Directors participates either in person or via video link when deemed necessary.

Lifecare’s Articles of Association authorize the Board to permit advance voting and electronic voting at General Meetings. Shareholders unable to attend may vote by proxy, and they may also appoint a representative to vote on their behalf. The Board may allow shareholders to submit votes in writing, including electronically, within a specified period before the meeting.

Meeting notices and relevant documents, including the Nomination Committee’s recommendations and the Board’s statement on executive remuneration, are published on Life- care’s website at least 21 days before the meeting. The notice provides information on shareholders’ rights, registration and voting procedures, proxy representation, and the nomi- nation process. To the extent possible, Lifecare prepares a voting form that allows shareholders to issue separate voting instructions for each agenda item, including individual candidates for the Lifecare’s governing bodies.

For practical reasons, the Board has nominated the Chairman of the Board to preside over the General Meeting, while ensuring that participating shareholders—whether in person, via video link, or by proxy—may nominate an alternative candidate.

In 2024, Lifecare ASA held its Annual General Meeting on 30 April as a hybrid meeting.

Deviations from the Code: None

7. Nomination Committee

Article 9 of Lifecare ASA’s Articles of Association mandates the establishment of a Nomination Committee. The commit- tee’s responsibilities are outlined in this article and further detailed in the “Instructions for the Nomination Committee,” available on Lifecare’s website. In summary, its duties include proposing candidates for election to the Board of Directors and nominating members for the Nomination Committee. The instructions were last updated in April 2024.

The Nomination Committee consists of up to three members, with the General Meeting electing one member as chair- person. The chairperson serves a two-year term, while other members are elected annually. The General Meeting deter- mines the remuneration for committee members.

The Nomination Committee ensures that shareholder interests are considered when nominating qualified candi- dates for Lifecare ASA’s governing bodies. Shareholders are encouraged to submit written, justified proposals for Board candidates. The committee may set a deadline for submis- sions, which will be communicated on the Lifecare’s website.

All Nomination Committee members are independent of Lifecare’s management and Board, ensuring impartiality. The committee’s composition is considered to reflect the collective interests of shareholders.

The Nomination Committee consist of the following members:

Role

Name

Served since

Term expires

Chair

Christian Hysing-Dahl

April 2024

AGM 2026

Member

Marthe Jansen

April 2024

AGM 2025

Member

Oddvar Kaarbø

April 2024

AGM 2025

The contact details of the Chair of the Nomination Committee are available on Lifecare’s website.

Deviations from the Code: None

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8. Board of Directors: composition and independence

In accordance with Lifecare ASA’s Articles of Association, the Board of Directors consists of 3 to 7 members, as deter- mined by the General Meeting. The Chairman of the Board is elected by the General Meeting, and all Board members serve two-year terms.

The Board is structured to ensure independence, align- ment with the common interests of all shareholders, and the necessary expertise, capacity, and diversity to support Lifecare’s needs. The Board conducts an annual self-eval- uation, assessing both its collective effectiveness and the individual contributions of its members.

The current Board of Directors consist of the following non-executive members:

One of Lifecare’s main shareholders, Teigland Eiendom AS, is represented on the Board by Trine Teigland.

All Board members are independent of Lifecare’s day-to-day management and material business connections. None of the members hold executive positions within Lifecare. The Board’s composition ensures that it operates independently of any special interests.

Board members bring a diverse range of qualifications, including expertise in diabetes technology, business develop- ment, strategy, finance, and international sales. The average age of the Board members is 56. Further information for each member of the Board of Directors is available here .

Board members are not included in Lifecare’s share option program but are encouraged to own shares in Lifecare.

The Board conducted 17 meetings in 2024.

Deviations from the Code: None

9. The work of the Board of Directors

The duties and operations of the Board of Directors are regu- lated by the Norwegian Public Limited Liability Companies Act. In addition, Lifecare’s Board has established its own instructions outlining the internal allocation of responsi- bilities, rules for Board proceedings, and the relationship between the Board and management. The document “Instructions to the Board and the CEO” is available on Lifecare’s website and undergoes an annual review, most recently revised in January 2025.

The Board holds overall responsibility for Lifecare’s manage- ment, ensuring compliance with relevant laws, regulations, and directives from the General Meeting. Its key responsibil- ities include developing and executing the Group’s strategy,

overseeing shareholder relations and communication, and ensuring the Group is well-organized and adequately financed.

The Board is also responsible for maintaining a robust internal control framework, supervising daily operations, appointing the CEO, and facilitating General Meetings. The Board’s objectives, responsibilities, and functions adhere to applicable laws, rules, and standards.

To prevent conflicts of interest, Board instructions prohibit members of the Board or Executive Management from participating in discussions or decisions where they have a significant personal or financial interest. Additionally, the Board has issued guidelines on primary insider trading, anti- bribery, and anti-corruption policies.

The Board adopts an annual work plan, and the CEO is responsible for keeping the Board informed on Lifecare’s activities, financial standing, and operational developments. The Board also conducts an annual self-evaluation, which is shared with the Nomination Committee.

The Board conducts an annual evaluation of its performance and expertise. This assessment is based on an anonymous questionnaire completed by each Board member. The most recent evaluation, completed in January 2025, did not iden- tify any need for changes to the Board’s composition or orga- nizational practices.

In 2024, the Board established two sub-committees: the Audit Committee and the Remuneration Committee.

Role

Name

Gender

Independence

Served since

Term expires

2024 meeting attendance

Shares

Nationality

Chair

Morten Foros Krohnstad

Male

Yes

November 2020

AGM 2025

100%

-

Norwegian

Member

Trine Teigland

Female

Yes

June 2020

AGM 2026

100%

2 101 214 (13.25%)

Norwegian

Member

Lutz Walter Heinemann

Male

Yes

November 2020

AGM 2026

94%

-

German

Member

Hans Johan Hekland

Male

Yes

May 2021

AGM 2025

100%

16 562 (0.10%)

Norwegian

Member

Tone Kvåle

Female

Yes

April 2024

AGM 2026

100%

3 077 (0.02%)

Norwegian

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25

Remuneration Committee

The Remuneration Committee operates under a set of instructions adopted by the Board of Directors in May 2024. Its members are appointed from among the Board and must be independent of the Executive Management.

The committee’s primary role is to establish a competitive and performance-driven reward policy that attracts and motivates executives to create long-term value for share- holders. It assists and facilitates the Board’s decision-making on matters related to Executive Management remuneration, ensuring alignment with guidelines approved by the Annual General Meeting (AGM).

Additionally, the Remuneration Committee is responsible for preparing the annual remuneration report, which is subject to audit by Lifecare’s external auditor. The AGM will conduct a consultative vote on this report.

The Remuneration Committee consists of the following members:

10. Risk management and internal control

The Board of Directors is responsible for ensuring that Life- care maintains sound internal controls and effective risk management systems, tailored to the scale and nature of its operations. Key risk areas include financial, scientific, manufacturing, and commercial risks.

To manage financial reporting risks, Lifecare has estab- lished an internal control framework covering entity-level controls, transaction-level controls, and IT general controls. Additionally, the Group has implemented quality manage- ment systems and obtained relevant certifications to ensure compliance and operational excellence.

The Board conducts ongoing assessments of Lifecare’s significant risk areas and internal control systems, with a formal review at least once per year. For a detailed overview of relevant risk factors, please refer to the Board of Directors’ report.

Deviations from the Code: None

11. Remuneration of the Board of Directors

The General Meeting determines the remuneration of the Board of Directors based on a proposal from the Remuner- ation Committee. The remuneration reflects the Board’s responsibilities, expertise, time commitment, and the complexity of the business. It is not linked to Lifecare’s perfor- mance, and Board members are not granted share options. Detailed information on Board remuneration is available in the Annual Report and the Remuneration Report.

Board members, or companies with which they are affiliated, should not undertake separate assignments for the Group beyond their Board duties. If such assignments occur, the entire Board must be informed. Fees for these assignments require Board approval, and any remuneration exceeding the standard Board fee will be disclosed in the Annual Report.

Deviations from the Code: None

Audit Committee

The Audit Committee consists of at least two Board members with relevant financial and operational exper- tise. Its responsibilities include overseeing the financial and sustainability reporting process, the audit process, risk management, internal controls, and compliance with appli- cable laws and regulations.

The “Instructions for the Audit Committee” were estab- lished in May 2024, outlining its duties and governance. The committee reviews the Group’s quarterly and annual reports before they are submitted to the full Board for approval. In 2024, the Audit Committee held four meetings as per its annual plan.

The Group’s external auditor participates in selected Audit Committee meetings, attending at least twice per year.

The Audit Committee consists of the following members:

Role

Name

Considered independent

Served since

Chair

Morten Foros Krohnstad

Yes

May 2024

Member

Trine Teigland

Yes

May 2024

Role

Name

Considered independent

Served since

Chair

Tone Kvåle

Yes

May 2024

Member

Hans Hekland

Yes

May 2024

Deviations from the Code: None

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13. Information and communication

Lifecare prepares its financial statements in accordance with IFRS and has established procedures to ensure compliance with interim and annual reporting requirements. Lifecare adheres to the Norwegian Securities Trading Act, Oslo Børs Continuing Obligations for listed companies, and follows the Oslo Børs Code of Practice for IR (1 March 2021).

The Group’s Investor Relations (IR) policy defines roles and responsibilities related to financial reporting and shareholder communication. Rooted in transparency and equal treatment of market participants, the policy ensures that investors receive timely, accurate, relevant, and balanced informa- tion about Lifecare’s progress and outlook. The IR policy is available on Lifecare’s website.

The Board of Directors is responsible for ensuring that quar- terly reports accurately reflect the Group’s financial and operational position. To safeguard market integrity, the Board has implemented guidelines on insider information handling and share trading.

Lifecare maintains an open and proactive investor relations strategy, holding regular presentations in connection with interim results. All market-sensitive information is disclosed through stock exchange and press releases, which are simul- taneously published on Lifecare’s website.

Lifecare values shareholder engagement and aims to keep investors informed about the Group’s financial status and development. Management members are available for discussions with shareholders outside of general meetings, within the limits set by applicable laws and regulations. The Chair of the Board ensures that shareholder perspectives are effectively communicated to the full Board.

Deviations from the Code: None

14. Take-overs

The Board of Directors is committed to upholding the prin- ciples of equal treatment for all shareholders. In the event of a takeover bid, the Board will act in full compliance with Norwegian law, the Code of Practice, and all relevant prin- ciples of good corporate governance.

The Board will not obstruct or impede takeover bids for Lifecare’s activities or shares. Should a takeover offer be received, the Board will ensure shareholders are provided with sufficient information and time to evaluate the offer. Additionally, the Board will issue a formal statement, recom- mending whether shareholders should accept or reject the offer.

Any transaction that constitutes a business disposal will require approval by the General Meeting.

Deviations from the Code: None

12. Remuneration of executive personnel

The “Remuneration for Executive Management” guidelines are designed to attract highly qualified individuals and retain key personnel. These guidelines establish clear and easily understandable principles that support Lifecare’s long-term interests while ensuring financial viability and alignment with its commercial strategies.

Under authorization from the General Meeting, the Board has established a share purchase program for all employees and a share option program for executive and senior personnel.

The share option program for executive and senior personnel is partially performance-based. Performance-related remu- neration is limited and strictly tied to targets that contribute to Group’s long-term value creation. The Board has exercised careful judgment in granting options, ensuring alignment with Lifecare’s strategy, long-term objectives, and financial sustainability. The Board considers its approach to be in line with market standards and shareholder interests.

Deviations from the Code: None

15. Auditor

As of June 2024, EY serves as Lifecare’s auditor. EY is consid- ered independent in relation to Lifecare. Annually, the auditor provides a written confirmation to the Board of Directors, affirming compliance with established requirements for independence and objectivity. The Board of Directors ensures that the auditor’s audit plan is submitted for review once a year. The Audit Committee specifically evaluates whether the auditor is fulfilling a satisfactory control function.

Both Lifecare’s management and the auditor adhere to guidelines set by the Financial Supervisory Authority of Norway regarding the scope of advisory services that the auditor may provide. The Board invites the auditor to attend the meeting where the annual financial statements are discussed. Additionally, the auditor attends Audit Committee meetings deemed necessary, and joins at least one meeting annually to report on the Group’s accounting principles, risk areas, and internal control procedures.

Each year, the Board meets with the auditor in the absence of company management. The auditor’s fees are disclosed in the relevant note of the Annual Report, with a breakdown between auditing and other services.

Deviations from the Code: None

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Financial statement for Lifecare ASA and Group

29

Notes to the financial statements

34

Independent auditor’s report

55

Other information

57

Financial statements

PART 03

Annual Report 2024

Lifecare

28

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2. Corporate Governance

3. Financial statements

Statement of changes in equity (Group)

Other capital reserves

Retained earnings

Retained earnings

Lifecare Group

Share capital

Share premium

Treasury shares

Other equity

Retained

earnings

FX translation reserve

Total

Non controlling interest

Total equity

(NOK 1 000)

Equity at 01.01.2023

47 146

40 307

-

2 397

-32 311

147

57 686

-

57 686

Profit/loss for the year

-

-

-

-

-35 258

-

-35 258

52

-35 206

Other comprehensive income/loss for the year

-

-

-

-

-

-70

-70

-

-70

Total comprehensive income/loss for the year

-

-

-

-

-35 258

-70

-35 328

52

-35 276

Share-based payments

-

-

-

1 545

-

-

1 545

-

1 545

Issue of new shares

6 800

35 700

-

-

-

-

42 500

-

42 500

Equity at 31.12.2023

53 946

76 007

-

3 942

-67 569

77

66 403

52

66 455

Equity at 01.01.2024

53 946

76 007

-

3 942

-67 569

77

66 403

52

66 455

Profit/loss for the year

-

-

-

-

-71 757

-

-71 757

-987

-72 744

Other comprehensive income/loss for the year

-

-

-

-

-

-320

-320

-

-320

Total comprehensive income/loss for the year

-

-

-

-

-71 757

-320

-72 077

-987

-73 063

Adjustment related to acquisition of subsidiary

-

-

-

-

-

-

-

825

825

Purchase of treasury shares

-

-

-53

-

-

-

-53

-

-53

Use of treasury shares

-

-

39

-

-

-

39

-

39

Share-based payments

-

-

-

3 796

-

-

3 796

-

3 796

Issue of new shares

28 489

78 136

-

-

-

-

106 625

-

106 625

Share issue expenses

-

-6 926

-

-

-

-

-6 926

-

-6 926

Issue of warrants

-

-23 716

-

-

-

-

-23 716

-

-23 716

Transfer of share premium

-

-123 501

-

-

123 501

-

-

-

-

Equity at 31.12.2024

82 435

-

-14

7 738

-15 825

-243

74 092

-109

73 983

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Statement of changes in equity (ASA)

Other capital reserves

Lifecare ASA

Share capital

Share premium

Treasury shares

Other equity

Retained earnings

Total equity

(NOK 1 000)

Equity at 01.01.2023

47 146

40 307

-

2 397

-33 441

56 410

Profit/loss for the year

-

-

-

-

-34 551

-34 551

Total comprehensive income/loss for the year

-

-

-

-

-34 551

-34 551

Share-based payments

-

-

-

1545

-

1 545

Issue of new shares

6 800

35 700

-

-

-

42 500

Equity at 31.12.2023

53 946

76 007

-

3 942

-67 992

65 903

Equity at 01.01.2024

53 946

76 007

-

3 942

-67 992

65 903

Profit/loss for the year

-

-

-

-

-63 654

-63 654

Total comprehensive income/loss for the year

-

-

-

-

-63 654

-63 654

Purchase of treasury shares

-

-

-53

-

-

-53

Use of treasury shares

-

-

39

-

-

39

Share-based payments

-

-

-

3 796

-

3 796

Issue of new shares

28 489

78 136

-

-

-

106 625

Share issue expenses

-

-6 926

-

-

-

-6 926

Issue of warrants

-

-23 716

-

-

-

-23 716

Transfer of share premium

-

-123 501

-

-

123 501

-

Equity at 31.12.2024

82 435

-

-14

7 738

-8 145

82 015

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Statement of cash flows

Lifecare ASA

Statement of cash flows

Lifecare Group

2023

2024

NOK 1 000

Note

31 Dec 2024

31 Dec 2023

-34 551

-63 654

Profit/loss before tax

-73 484

-35 322

561

767

Depreciation and amortization

11, 13, 14

4 924

3 253

3 691

3 129

Employee share option expense

5

3 129

3 691

44

6 458

Change in receivables and payables

3 204

745

-6 905

-21 460

Other adjustments

-3 311

-9 697

-37 160

-74 760

Net cash flow from operating activities

-65 537

-37 331

-36

-365

Purchase of property, plant and equipment

13

-12 765

-1 215

-120

-4 000

Acquisition of subsidiaries, net of cash

16

409

-

-156

-4 365

Net cash flow from investing activities

-12 357

-1 215

42 500

106 625

Proceeds from issuance of shares

106 625

42 500

-3 062

-6 926

Share issue expenses

-6 926

-3 062

-254

-348

Repayment lease liabilities

14

-1 635

-871

-23

-206

Interest paid

8, 14

-467

-195

889

2 602

Interest received

8

2 602

889

-

-9 038

Fair value adjustment of financial liabilities

20

-9 038

-

40 050

92 709

Net cash flow from financing activities

91 161

39 261

2 734

13 584

Net change in cash

13 269

715

44 678

47 411

Cash 1 January

48 345

47 630

47 411

60 996

Cash 31 December

18

61 615

48 345

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Notes to the financial statements

Note 1 General information

The consolidated audited financial statements of Lifecare for the full year ended 31 December 2024 were approved for issuance by the Board of Directors on 27 March 2025 and subject to approval by the Annual General Meeting of Lifecare ASA.

Lifecare is a medical sensor company developing technology for sensing and monitoring of various body analytes. Life-care’s main focus is to bring the next generation of Contin-uous Glucose Monitoring (CGM) systems to market. Lifecare enables osmotic pressure as a sensing principle. Lifecare’s sensor technology is suitable for identifying and monitoring the occurrence of a wide range of analytes and molecules in the human body and in pets.

The Lifecare Group consist of the parent company Lifecare ASA and its subsidiaries. Lifecare ASA is a public limited company incorporated and domiciled in Norway and is listed on Euronext Oslo Børs (Oslo Stock Exchange). The address of the registered office is Ytrebygdsvegen 215, 5258 Blomster-dalen, Bergen, Norway. The subsidiaries comprise Lifecare Veterinary AS (Norway), Lifecare Chemistry Ltd (UK), Life-care NanoBioSensors GmbH (Germany), Lifecare Laboratory GmbH (Germany) and as from 26 April 2024, RemovAid AS (Norway). Lifecare Veterinary is 80% owned and RemovAid is 89.6% owned by Lifecare ASA as of 31 December 2024, while the other subsidiaries are 100% owned by Lifecare ASA.

Note 2 Material accounting policy information

Lifecare’s general material accounting policies applied in the preparation of the financial statements are outlined below, while specific material policies and estimates are detailed in the respective notes.

Basis of preparation

The financial statements for Lifecare ASA and the Lifecare Group ( “Lifecare” or “the Group”) as of 31 December 2024, covering the period from 1 January to 31 December 2024, have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU, effective as of 31 December 2024.

The financial statements are presented in NOK (Norwegian kroner), with all values stated in NOK 1 000 unless otherwise indicated. The presentation currency for both Lifecare ASA and the Lifecare Group is NOK.

For management purposes, the Group operates as a single business unit, and internal reporting and decision making is structured accordingly.

The financial statements have been prepared using the historical cost basis, except for financial liabilities measured at fair value through profit or loss.

Management makes estimates and assumptions about the future that affect accounting policies and the reported amounts of assets, liabilities, income, and expenses. These estimates, based on historical experience and other relevant factors, guide judgments on asset and liability valuations when no clear market values exist. Actual results may differ from these estimates. Management continuously reviews assumptions in light of current and expected market condi-tions. The primary area where Lifecare applies significant estimates and assumptions is the impairment assessment of goodwill, see Note 12 for more details.

The material accounting policies described in the financial statements have been applied consistently to all periods presented, except where otherwise stated in the disclosures. These accounting policies have been applied to both the parent company’s and the consolidated financial statements, unless otherwise specified.

No new standards, amendments to standards, and inter-pretations of standards, effective as from 1 January 2024, has had any material impact on the financial statements of Lifecare ASA or Lifecare Group in 2024. Nor Lifecare ASA or the Group has early adopted any standards, amendments or interpretations in 2024. Lifecare has initiated analyses related to the new requirements in IFRS 18, assessing the potential impact on Lifecare ASA’s and the Group’s financial reporting, disclosures, and accounting policies to ensure compliance upon implementation.

Consolidation principles

The consolidated financial statements include all entities controlled by Lifecare ASA. Subsidiaries are all entities over which the Group exercises control. Control over an entity arises when the Group is exposed to variability in the return from the entity and has the ability to impact this return by virtue of its influence over the entity. Subsidiaries are consolidated from the day control arises and deconsolidated when control ceases. The acquisition method of accounting is applied for acquisitions. All the subsidiaries of Lifecare ASA, except for Lifecare Veterinary AS and RemovAid AS, are wholly owned.

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Note 3 Financial risk management

Capital management

Lifecare’s principal source of liquidity is from issues of equity, supplemented by limited public grants. The main goal of the capital structure management is to ensure it maintains a level of equity which is reasonable in relation to Lifecare’s operations. Lifecare is a growth company where invest-ments in R&D, quality assurance, production equipment and facilities as well as general business development is necessary to secure future growth and profitability, and Lifecare may need to raise further capital in the future to fully fund its business plan. The main financing method is expected to be equity financing. Lifecare aims to provide its shareholders with a competitive return on their shares, mainly through increase in the share value. Lifecare is not expecting to pay dividends based on financial performance in the nearest periods. Lifecare manages and makes neces-sary changes to its capital structure by regularly assessing prevailing economic conditions and prospects of short and medium-term growth. To ensure adequate financial manage-ment, Lifecare conducts monthly liquidity forecasts based on conservative assumptions, which serve as the foundation for planning the financing needs.

During 2024, Lifecare raised a total of NOK 106.6 million in gross proceeds through two share capital issues. In June 2024, Lifecare successfully completed a rights issue, raising a total of NOK 90 million. On 15 October 2024, we completed a public retail offering, securing additional gross proceeds of NOK 16.6 million. At the end of 2024, our cash and cash equivalents were NOK 61.6 million, with an equity ratio of 66%. The net proceeds from the share issues have been used to finance continued development of the implantable sensor, as well as strengthening the balance sheet to ensure flexibility.

As part of the 2024 rights issue, Lifecare issued listed and tradable warrants, granting holders the right to purchase shares in June 2025 at a price equal to the volume weighted average price (VWAP) of the company’s shares on Euronext Oslo Børs during the last three trading days before the first exercise date, minus 30%, with a maximum price cap of NOK 25.76. These warrants may be exercised between 2 June and 13 June 2025. Raising capital carries risks, including market conditions, investor sentiment, and Lifecare’s ability to meet financial and operational milestones. There is no guarantee that sufficient funds will be secured on favorable terms or within the necessary timeframe. Failure to secure neces-sary capital could significantly impact Lifecare’s ability to execute its strategy.

Financial risk factors

In addition to financing risk, Lifecare is exposed to liquidity risk and foreign exchange risk. Since Lifecare does not have any interest-bearing liabilities or interest-bearing assets apart for bank deposits, the exposure to interest rate risk is not considered material. Similarly, Lifecare does not have a material exposure to price risk or credit risk as the the Group generates only limited income. Lifecare ASA also has limited credit risk related to its subsidiaries, as they are funded by the parent company. However, the financial performance of the subsidiaries may still impact the Group’s overall liquidity and financial position.

Liquidity risk

The Group adopts a prudent approach to liquidity risk management, which includes maintaining a satisfactorily cash balance and secure funding when considered appro-priate. Management monitors the Group’s liquidity reserve, which comprises cash (Note 18). Cash flow forecasts for the Group is performed monthly at Group level in cooperation with operating management. The monthly liquidity fore-casts are based on conservative assumptions. The liquidity situation at year end is satisfactory.

Lifecare ASA and the Group’s financial liabilities mature within one year, except for the leases. Please refer to Note 14 Leases for an overview of the maturity structure.

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk, primarily related to the Euro (EUR) and British Pound (GBP). This risk arises from transactions and recog-nized assets and liabilities in foreign operations. Manage-ment has conducted a sensitivity analysis based on a 5% currency fluctuation, which indicates no significant impact on Lifecare ASA or the Group’s profit. At present, no currency hedging strategies are employed to mitigate these fluc-tuations, but management may reassess its approach if deemed necessary.

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Note 4 Revenue and other income

Lifecare has identified its operating segments based on internal reporting to the chief operating decision-maker. Life-care ASA/the Group currently operates as a single segment focused on research and development (R&D) of its osmotic pressure sensor and related components. Consequently, Lifecare ASA and the Group reports financial performance and position as one operating segment.

Lifecare ASA/the Group is in the development phase and does not yet generate revenue from product sales. Lifecare ASA and the Group’s revenue primarily derive from milestone payments under a product development agreement with Sanofi. Additionally, the Group generates revenue from labo-ratory services provided by Lifecare Laboratory in Germany. Lifecare ASA also provides various administrative services to its subsidiaries, which are recognized as revenue. Revenue is recognised in the accounting period in which the services are rendered.

Lifecare ASA

Revenue and other income

Lifecare Group

2023

2024

NOK 1 000

2024

2023

1 160

3 975

Revenue from contracts with customers

3 031

4 262

3 147

-996

Government grants

4 270

6 678

1 124

2 353

Other income

2 371

2 146

5 431

5 332

Total revenue and other income

9 671

13 086

Government grants are recognized when it is reasonably assured that the grant will be received and that all asso-ciated conditions will be met. Grants are accounted for in the same period as the related expenses and presented on a gross basis. They are measured at their transaction date value and are typically used to reimburse employee costs or cover other operational expenses classified under “Other operating expenses.” . Lifecare ASA and the Group receive income from government grants and tax incentives related to R&D expenses in Norway (SkatteFUNN). Both the parent company and its subsidiaries consistently apply for and secure funding from national and European public programs to support the Group’s R&D activities. In 2024, Lifecare ASA repaid NOK 1 million from an EU grant received in 2022, as the total disbursement exceeded the project’s grant ceiling.Other income includes subleasing of office and laboratory space.

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37

Lifecare

Note 5 Employee benefits expenses

Pension

The Group has a defined contribution pension scheme for all employees. Under the defined contribution scheme, the Group does not commit itself to paying specific future pension benefits but makes annual contributions to the employees’ pension savings. The Group’s Norwegian pension schemes meet the requirements of the Norwegian Manda-tory Occupational Pension Act. In Lifecare ASA, Lifecare Veterinary AS and RemovAid the contribution amounts to 5% of salary up to 7.1G and 18.1% of salary between 7.1G and 12G (G is Norwegian National Insurance basic amount). In Lifecare Chemistry Ltd the contribution is 3% of base salary. In Lifecare Laboratory GmbH and Lifecare NanoBioSensor GmbH the contribution is between 7-15% of base salary.

Other benefits

Other benefits consist of mobile phone, broadband and news paper for some of the employeees. There is no bonus scheme in Lifecare ASA nor in the Group.

Management remuneration

The guideline for management remuneration as well as the remuneration report is available on Lifecare’s website.

Lifecare ASA

Employee benefits expenses

Lifecare Group

2023

2024

NOK 1 000

2024

2023

5 866

10 814

Salaries

28 515

17 074

1 075

1 653

Social security tax

4 866

3 141

272

404

Pension cost

499

539

1 359

375

Other benefits

703

1 213

8 572

13 246

Total payroll

34 583

21 968

3 023

3 796

Share option expense

3 796

3 023

667

-667

Accrued social security tax on share option

-667

668

3 691

3 129

Total employee share option cost

3 129

3 691

12 263

16 376

Total employee benefit expenses

37 712

25 659

6

10

Number of FTE at year end

33

27

6

8

Average number of FTE during the year

31

23

2024

2023

Remuneration to Group management

Salary

Other remuneration

Total

Salary

Other remuneration

Total

(NOK 1 000)

Joacim Holter (CEO)

2 468 621

8 759

2 477 380

1 711 364

5 093

1 716 457

Renete Kaarvik (CFO)*

1 143 939

18 188

1 162 128

-

-

-

Andreas Pfützner (CSO)**

2 120 867

197 671

2 318 538

-

1 374 317

1 374 317

Total remuneration

5 733 427

224 618

5 958 046

1 711 364

1 379 410

3 090 774

*The CFO started in the position 1 May 2024.

**The CSO was engaged as a consultant until 1 January 2024. The CSO is employed through Lifecare Laboratory, with the total remuneration recharged to Lifecare ASA.

The remuneration to the CSO is nominated in EUR (employed in Lifecare Laboratory) and converted to NOK in the table above according to the average exchange rates.

Remuneration to board members

2024

2023

(NOK 1 000)

Morten Foros Kronhstad (Chair)

350 000

250 000

Trine Teigland

240 000

180 000

Lutz Heinemann

220 000

180 000

Hans Hekland

255 000

180 000

Tone Kvåle*

270 000

-

Bo Petersson*

-

180 000

Total remuneration

1 335 000

970 000

*Bo Peterson was replaced by Tone Kvåle as board member in the General Assembly held 30 April 2024.

1. Lifecare and our progress

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38

Lifecare

Note 6 Share option

Lifecare’s share option program aligns long-term perfor-mance with shareholder interests while attracting and retaining senior management. Each option grants the right to acquire one Lifecare share at the market price at the grant date, without consideration.

The fair value of options is determined at grant using the Black-Scholes and Monte-Carlo models, considering factors such as share price, exercise price, volatility, expected life, dividends, and risk-free interest rate. A brokerage firm conducts the valuation. The cost is expensed over the vesting period, with a corresponding increase in “Other paid-in capital.” Social security provisions are recognized based on the difference between share price and exercise price for exercisable options at year-end.

Cumulative expense reflects the vesting period’s progres-sion and the estimated number of options expected to vest. Changes in cumulative expense are recognized in the state-ment of profit or loss under employee benefits.

Upon exercise, Lifecare ASA issues new shares, recording proceeds (net of transaction costs) as share capital and share premium reserve. Options typically vest in equal tranches over three years and expire after five years. Vesting is contin-gent on continued employment and may include perfor-mance targets. Options carry no dividend or voting rights before exercise and can only be exercised within Board-de-fined periods.

In accordance with the authorization granted by the Annual General Meeting of Lifecare ASA held on 6 May 2022, the Board of Directors awarded a total of 2 544 173 share options in 2022 (this number does not take into account the consoli-dation of the share options in a ratio of 13:1, described below). In accordance with the authorisation granted by the Annual General Meeting of Lifecare held on 30 April 2023, the Board of Directors awarded a total of 1 825 000 additional share options in 2023 and 600 000 additional share options in 2024 (this number does not take into account the consoli-dation of the share options in a ratio of 13:1, described below).

The consolidation of Lifecare ASA’s shares in a ratio of 13:1 was registered on 30 September 2024. The share options, as described above, were consolidated in the same ratio (i.e. 13:1) in October 2024, meaning that 13 share options gave the right to 1 share option following completion of the consolidation. The strike price before the consolidation of options was NOK 1.52442. Following the consolidation of options, the strike price is NOK 19.81746. As at year end 2024, 382 233 share options were outstanding.

2024

2023

Changes in options

Number of

options

Weighted

average exercise price

Number of

options

Weighted

average exercise price

As of 1 January

4 369 173

2.43

2 469 173

2.38

Granted during the year

600 000

1.52

1 900 000

2.49

Exercised during the year

-

-

Expired during the year

-

-

Options pre share consolidation 13:1

4 969 173

2.43

4 369 173

2.43

As of 31 December

382 233

19.81

4 369 173

2.43

Weighted average remaining contractual life (months)

32.5

44.5

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39

Lifecare

Note 7 Other operating expenses

Research and development costs are expensed as incurred. Internal R&D costs are recognized in the income statement in the year incurred unless they meet the asset recognition criteria outlined in IAS 38, ‘Intangible Assets. Uncertainties related to the regulatory approval process and clinical trial outcomes generally indicate that these criteria are not met until marketing authorization is obtained from the relevant regulatory authorities. Currently, Lifecare ASA/the Group has no development expenditures that qualify for recognition under IAS 38.

Lifecare ASA

Other operating expenses

Lifecare Group

2023

2024

NOK 1 000

2024

2023

16 163

41 822

R&D expenses

19 448

2 605

2 949

5 557

Administrative expenses

9 006

1 963

3 736

5 659

Accounting, audit, legal and consulting expenses

6 698

6 115

2 681

3 770

Listing fees

3 770

2 681

1 836

6 651

Other operating expenses

12 896

6 158

27 365

63 459

Total other operating expenses

51 818

19 523

Lifecare ASA

Specification of audit fee

Lifecare Group

2023

2024

NOK 1 000

2024

2023

281

334

Statutory audit

389

281

-

176

Other attestation services

202

-

67

254

Other non-assurance services

257

67

348

764

Total audit expenses

848

348

Amounts are excluding VAT.

1. Lifecare and our progress

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Lifecare

40

Lifecare

Note 8 Net financial items

Lifecare ASA

Net financial items

Lifecare Group

2023

2024

NOK 1 000

2024

2023

114

516

Net currency gains

545

116

872

2 531

Interest income on bank deposits

2 531

872

18

72

Interest income on tax repaid

78

18

-

9 038

Fair value adjustment of financial liabilities

9 038

-

1 003

12 156

Total financial income

12 192

1 005

774

335

Net currency losses

357

784

23

206

Interest on lease liabilities

467

195

-

-

Other financial expenses

67

-

797

541

Total financial expenses

892

979

206

11 615

Net financial items

11 299

26

Note 9 Income tax

Income tax expense comprises current tax payable and changes in deferred tax. Current tax payable is determined based on the applicable tax rates and regulations in effect at the end of the reporting period in the jurisdiction where the Group operates. Deferred tax is calculated on temporary differences between the book values and tax values of assets and liabilities, as well as the tax effects of unused losses available for carryforward as of the reporting date.

Deferred tax liabilities and assets are measured at nominal amounts using the tax rates and regulations in effect at the end of the reporting period. They are presented on a net basis when there is a legal right to offset assets and liabilities. Deferred tax assets are recognized only when it is prob-able that sufficient future taxable profits will be available to utilize loss carryforwards or other deductible temporary differences.

Lifecare ASA

Income tax

Lifecare Group

2023

2024

NOK 1 000

2024

2023

-34 551

-63 654

Profit/loss before tax

-73 484

-35 322

12

2 391

Non deductible expenses

2 391

3 153

-4 288

-11 357

Non taxable income

-11 749

-4 288

3 164

4 253

Change in temporary differences

4 253

3 456

-35 644

-68 367

Taxable income

-78 589

-36 143

-

-

Income tax expense

-

-

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41

Lifecare

Note 9 Income tax cont.

Lifecare ASA

Deferred tax and deferred tax assets

Lifecare Group

2023

2024

NOK 1 000

2024

2023

-145 543

-213 910

Tax losses carried forward

-224 610

-146 022

111

35

Temporary differences fixed asset

35

111

-1 090

-1 390

Other temporary differences

-1 390

-1 090

146 522

215 265

Temporary differences and tax loss carry forward

225 966

147 001

32 235

47 358

Deferred tax assets not recognized

49 712

32 340

-

-

Deferred tax liabilities

923

1 641

Lifecare ASA has a tax loss of NOK 68 million in 2024, and a tax loss carried forward as of 31 December 2024 of NOK 214 million. There are no timing restrictions on carrying forward the tax loss, and it can be carried forward indefinitely. The deferred tax asset has not been recognized in the statement of financial position, as the company does not consider that taxable income in the short-term will sufficiently support the use of a deferred tax asset.

Lifecare Group has a tax loss of NOK 78 million in 2024, and a loss carried forward as of 31 December 2024 of NOK 226 million.

Deferred tax liabilities are related to added value on acqui-sition of subsidiaries.

Note 10 Earnings per share

Basic earnings per share (EPS) is calculated by dividing the profit for the year attributable to Lifecare’s shareholders by the weighted average number of ordinary shares issued during the year. Diluted earnings per share is determined by adjusting the weighted average number of ordinary shares to include the effect of all potentially dilutive ordinary shares.

The issued share options could potentially dilute earnings per share. However, no dilutive effect has been recognized because potential ordinary shares are only considered dilu-tive if their conversion would reduce earnings per share or increase the loss per share from continuing operations. Since Lifcare ASA/the Group is currently incurring losses, increasing the average number of shares would have an anti-dilutive effect. As a result, diluted earnings per share and basic (undiluted) earnings per share are identical.

Lifecare ASA

Earnings per share

Lifecare Group

2023

2024

2024

2023

-34 551

-63 654

Profit/loss after tax (NOK 1 000)

-73 063

-35 276

10 374 288

15 852 979

Number of shares

15 852 979

10 374 288

-

1 023

Number of treasury shares

1 023

-

10 374 288

15 851 956

Number of outstanding shares

15 851 956

10 374 288

9 256 339

12 758 700

Weighted average number of outstanding shares

12 758 700

9 256 339

-3.73

-4.99

Basic and diluted earnings per share (NOK)

-5.73

-3.81

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Lifecare

Note 11 Patents and licenses

Lifecare holds several key patents central to its inno-vative glucose monitoring technology as well as to the RemovAid tool. Among these, five patents with finite useful lives are recognized in the financial statements:

Apparatus and Method for Measuring Augmented Osmotic Pressure in a Reference Cavity, granted in 2018. This patent pertains to a device for monitoring changes in osmotic pressure in response to concen-tration changes of specific dissolved solute particles. The patent expires in 2030 and is recognized in the financial statement of Lifecare ASA/the Group. The amortization period corresponds to the patent period of 12 years.

Interstitial Fluid Osmotic Pressure Measuring Device System and Method, granted in 2011. This patent describes a sensor design aimed at improving signal amplitude, increasing the accuracy of subcutaneous glucose assessments, and enhancing sensor longevity and resistance to environmental interferences. It also allows for the measurement of other analytes in addition to glucose. The patent expires in 2038, and is recognized in the financial statement of Lifecare ASA/the Group. The amortization period corresponds to the patent period of 27 years.

Patent for the RemovAid tool, granted in 2012. RemovAid is a class IIa medical device to remove single-rod contraceptives. The patent expires in 2036 and is recognized in the financial statements of the Lifecare Group. The amortization period corresponds to the patent period of 24 years.

Patent for an implant remover, granted in 2015. This was a patent related to an upgrade of the RemovAid tool, with an integrated blade. The patent expires in 2041, and is recognized in the financial statements of the Lifecare Group. The total amortization period corre-sponds to the patent period of 26 years.

Patent for the RemovAid tool for removing an item implanted underneath the skin, granted in 2020. The patent expires in 2036, and is recognized in the finan-cial statements of the Lifecare Group. The amortization period corresponds to the patent period of 16 years.

Additionally, through Lifecare NanoBioSensors, the Group has a licensing agreement with Nanoscale Systems (Nanoss GmbH) to manufacture and commercialize the Sencell sensor using the patented Nano3DSense® production method. This method enables nanoscale printing of pres-sure-sensing elements on Lifecare’s micro sensors. The licensing agreement will remain valid until two years after the expiration of Nanoss’s patent, which is eight years from the acquisition date (ie until 2029). The total amortization period is equal to the licensing period of eight years.

Impairment assessment

Patents and licenses are tested for impairment if there are indications of a decline in value. Factors such as changes in technology, competition and market demand are key considerations in this evaluation. Management has evaluated both internal and external factors and has not identified any indications of impairment during the year. The assessment includes considerations such as competing technologies, shifts in market demand, or changes in patent expiration timelines. Furthermore, no loss of key personnel or signifi-cant internal operational changes have occurred that would impact the recognized values. As of year-end 2024, there are no indications of value decline for these patents and the license. Consequently, no impairment has been recognized in the book values of these assets.

Lifecare ASA

Patents and licenses

Lifecare Group

2023

2024

NOK 1000

2024

2023

174

155

Book value at 1 January

5 283

6 234

-

-

Business combinations

1 057

-

-19

-17

Amortization

-969

-951

155

138

Book value at 31 December

5 371

5 283

321

321

Accumulated acquisition cost

8 865

7 812

-166

-183

Accumulated amortization

-3 494

-2 529

155

138

Book value at 31 December

5 371

5 283

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43

Note 12 Goodwill

Goodwill relates from the acquisition of Lifecare NanoBio-Sensors in 2021 and Lifecare Laboratory in 2022. It is recog-nized at cost, net of any accumulated impairment losses, and is subject to annual impairment testing or whenever indications of impairment arise.

For impairment testing purposes, goodwill is allocated to the cash-generating unit (CGU) expected to benefit from the business combination that gave rise to the goodwill. Given that the entities within the Lifecare Group are interdependent in the development of the Sencell sensor technology and its components, the cash-generating unit is considered to be the Lifecare Group as a whole.

Assessment of impairment indicators

Management has evaluated both internal and external factors and has not identified any indications of impairment during the year. The assessment includes considerations such as changes in the market value of assets, technological advancements, market conditions, competition, regula-tory and legal developments. Furthermore, no loss of key personnel or significant internal operational changes have occurred that would impact the recognized goodwill value.

Impairment testing

Management has prepared an impairment assessment based on a Value in Use (VIU) calculation, which estimates the recoverable amount by discounting the expected future cash flows generated by the CGU. The assessment compares the book value of goodwill as of 31 December 2024 against the estimated value derived from discounted future cash flows.

Future cash flow projections are based on management’s latest financial forecasts for 2025 and 2026. The subsequent years are estimated based on the best available assump-tions. The Group is expected to reach a more mature stage in manufacturing and market expansion by 2030. Accordingly, the forecast period is set to six years, followed by a terminal value calculation using a perpetual growth rate of 2%. The company is expected to achieve a maintainable steady-state cash flow by the terminal period.

Key assumptions in the evaluation consist of go to market time, sales price, market share, WACC, growth rate and the distribution and marketing model. Lifecare aims to complete regulatory studies and apply for CE approval by the end of 2026, targeting entry into the human market by 2027. The assumed sales price is EUR 2 000 per patient per year.Lifecare’s distribution and marketing strategy is based on partnering with established industry players to facilitate commercialization and ensure compat-ibility with existing devices. The market potential for diabetes management and Continuous Glucose Monitoring (CGM) is supported by external sources.Given the size of the CGM market, even a small market share presents significant opportunities. With our innovative CGM solution, we anticipate capturing a modest yet steadily growing share of this expanding market.

The pre-tax discount rate (WACC) applied in the VIU calcu-lation is 14.5%. This reflects the cost of equity at 16% and cost of debt at 8%, with a debt level of 18%.

As of 31 December 2024, the estimated recoverable amount of the CGU exceeds its carrying value, resulting in no impair-ment of goodwill.

Sensitivity analysis

Delays in the engineering or design freeze of the Sencell implant, the automated production process, clinical studies, or the regulatory approval process could impact the timeline for market entry. Additionally, sales or licensing agreements may influence revenue and margin expecta-tions, while changes in market conditions or other critical assumptions could necessitate adjustments to the valuation.The sensitivity analysis indicates that even under significantly conservative assumptions, the estimated value remains above the carrying amount, preventing any impairment of goodwill.

Lifecare ASA

Goodwill

Lifecare Group

2023

2024

NOK 1 000

2024

2023

-

-

Book value at 1 January

7 228

7 228

-

-

Impairment

-

-

-

-

Book value at 31 December

7 228

7 228

-

-

Accumulated acquisition cost

7 331

7 331

-

-

Accumulated amortization

-103

-103

-

-

Book value at 31 December

7 228

7 228

→

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Lifecare

44

Lifecare

Note 13 Property, plant and equipment

Property, plant, and equipment (PPE) consists primarily of office and laboratory equipment and machines. In 2024, Lifecare invested in equipment related to pilot production and automated production, including a 3D-printing Scanning Electron Microscope (SEM).

The assets are depreciated using the straight-line method. The useful economic life ranges from 3-5 years.

Lifecare ASA

Property, plant and equipment

Lifecare Group

2023

2024

NOK 1 000

2024

2023

1 262

1 017

Book value at 1 January

3 192

2 989

-

-

Currency translation differences

143

128

36

365

Additions

12 765

1 087

-281

-320

Depreciation

-1 617

-1 012

1 017

1 061

Book value at 31 December

14 484

3 192

1 406

1 771

Accumulated acquisition cost

17 705

4 796

389

709

Accumulated depreciation

3 221

1 604

1 017

1 062

Book value at 31 December

14 484

3 192

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Lifecare

Note 14 Right of use assets / leases

At contract inception, an evaluation is performed to deter-mine whether an agreement constitutes or contains a lease. This is the case if it grants control over an identified asset for a specified period in exchange for consideration. Upon lease commencement, a lease liability and a corresponding right-of-use asset are recognized, except for short-term leases (≤12 months) and low-value assets, which are expensed as incurred.

Lease liabilities are initially measured at the present value of unpaid lease payments, considering non-cancellable periods and reasonably certain extension or termination options. Liabilities are subsequently adjusted for interest, lease payments and modifications. Variable lease payments are expensed as incurred.

Right-of-use assets are recognized at cost, net of depre-ciation and impairment, including the initial lease liability, upfront payments and direct costs. Depreciation extends over the lease term.

All office and laboratory space has been recognized as leasing contracts. Office rent due within 12 months are classified as short-term. The largest leasing agreement has a contract term of ten years, with nine years remaining at year end 2024.

The Group has subleased parts of its office and laboratory space in Germany and UK during 2024. The income from the sublease is included as “Other income” in the financial statements.

Lifecare has signed a lease for new facilities in Mainz, Germany, effective 1 July 2025. This agreement will add NOK 37 million to the financial statements as a right-of-use asset and lease liability when the lease commences.

Lifecare ASA

Right of use assets

Lifecare Group

2023

2024

NOK 1 000

2024

2023

608

413

Right of use assets at 1 January

6 642

3 877

-

-

Currency translation differences

287

-47

66

4 493

Additions

6 106

4 101

-261

-430

Depreciation

-2 343

-1 290

413

4 477

Right of use assets at 31 December

10 692

6 642

Lifecare ASA

Lease liabilities

Lifecare Group

2023

2024

NOK 1 000

2024

2023

613

425

Lease liabilities at 1 January

6 450

3 940

-

-

Currency translation differences

40

-330

67

4 421

Changes in leases during the year

6 491

3 710

-277

-484

Cash payment for the principal portion of the lease liability

-2 585

-1 066

23

206

Interest expense on lease liabilities

467

195

425

4 569

Lease liabilities at 31 December

10 863

6 450

265

381

Current lease liabilities

2 590

1 705

160

4 188

Non-current lease liabilities

8 274

4 745

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Lifecare

46

Lifecare

Note 14 Right of use assets / leases cont.

Lifecare ASA

Lease expenses

Lifecare Group

2023

2024

NOK 1 000

2024

2023

261

430

Depreciation right of use assets

2 343

1 243

23

212

Interest expense on lease liabilities

261

165

-277

-554

Operating expenses related to short term leases

-2 102

-1 066

-

-

Operating expenses related to low value assets

-282

-187

7

88

Lease expenses included in operating expenses

-344

-429

Lifecare ASA

Lease liabilities and maturities of cash outflows

Lifecare Group

2023

2024

NOK 1 000

2024

2023

277

645

Less than 1 year

3 068

1 681

161

3 224

1-5 years

7 720

5 131

-

2 096

More than 5 years

2 096

-

438

5 964

Total lease liabilities at 31 December

12 884

6 811

Note 15 Lifecare ASA’s investments in subsidiaries

Equity investments of Lifecare ASA (NOK 1 000)

2024

2023

Equity investments at 1 January

15 709

15 589

Additions

4 000

120

Equity investments 31 December

19 709

15 709

Subsidiaries of Lifecare ASA at 31 December 2024

(NOK 1 000)

Country

Ownership

Equity

Carrying amount

Lifecare Chemistry Ltd

UK

100 %

168

359

Lifecare Laboratory GmbH

Germany

100 %

1 274

8 353

Lifecare NanoBioSensors GmbH

Germany

100 %

36

6 877

Lifecare Veterinary AS

Norway

80 %

-2 592

120

RemovAid AS

Norway

89.6 %

4 906

4 000

Subsidiaries are recognized at cost in the financial statement of Lifecare ASA. The share capital comprises ordinary shares directly held by Lifecare ASA, with ownership interests corre-sponding to the company’s voting rights. Equity is based on provisional financial statements, which have been prepared in accordance with local accounting standards.

Despite negative equity in certain subsidiaries, their value is justified by ongoing development, strategic importance, and anticipated future earnings.

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47

Lifecare

Note 16 Business combination

On 26 April 2024, Lifecare ASA acquired 80% of RemovAid AS through a share issue for consideration of NOK 2 million. On 8 July 2024, Lifecare ASA acquired an additional 9.6% of RemovAid AS through a share issue, bringing Lifecare’s shareholding up to 89.6%, for a cash consideration of addi-tional NOK 2 million. With this acquisition, Lifecare has secured technology for a solution for the removal of the Sencell implant. RemovAid has developed a unique, user-friendly medical device for removing subdermal implants. The Sencell implant, which will be injected under the skin, can be removed using RemovAid’s technology with some adjust-ments. RemovAid is ISO 13485-certified and CE approved.

The acquisition method of accounting has been applied for the acquisitions. The consideration is measured as the fair value of the transferred assets and liabilities. Identifiable assets and liabilities assumed in the business combination were initially measured at fair value at the acquisition date. Non-controlling interests in the acquired entity are measured at their proportionate share of net assets of the acquired entity. Costs relating to the business combination were expensed as they incurred.

Asset and liabilities acquired

26 April 2024

(NOK 1 000)

Cash and cash equivalents

2 409

Current receivables

552

Patents

1 057

Total assets acquired

4 017

Payables

-927

Employee benefits

-590

Net identifiable assets acquired

2 500

20% non-controlling interest at fair value

500

Purchase consideration transferred

2 000

Purchase consideration

26 April 2024

(NOK 1 000)

Cash paid

2 000

Total purchase consideration

2 000

Note 17 Other current assets

Lifecare ASA

Other current assets

Lifecare Group

2023

2024

NOK 1 000

2024

2023

3 147

-

Government grants

4 326

3 439

185

1 084

Refundable VAT

1 672

4 209

405

584

Prepaid expenses

1 324

1 768

565

2 371

Other receivables

3 680

2 264

3 507

22 084

Intercompany receivables

-

-

7 808

26 122

Total other current assets

11 001

11 680

At the end of 2024, government grants in the Lifecare Group amount to NOK 0.4 million from the SkatteFUNN tax incen-tive scheme in Norway and NOK 3.9 million from an R&D funding scheme in Germany, both of which are expected to be received in 2025.

Other receivables as of year-end 2024 include accrued interest income, trade receivables, and security deposits related to lease agreements.

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48

Lifecare

Note 18 Cash

Lifecare ASA

Cash

Lifecare Group

2023

2024

NOK 1 000

2024

2023

47 145

60 440

Bank deposits

60 854

48 042

266

556

Restricted deposits related to employee withholding tax

761

303

47 411

60 996

Total

61 615

48 345

Cash includes bank deposits and restricted deposits related to employee withholding tax. Lifecare ASA manages the Group’s cash balance, with the majority of funds held by the parent company to cover daily liquidity needs, including adminis-trative services and the R&D activities of its subsidiaries.Lifecare ASA’s/the Group’s short-term bank deposits carry variable interest rates. The Group has access to an overdraft facility of EUR 10 000, which has not been utilized.

Note 19 Share capital and shareholder information

2024

2023

Shares

Number of shares

Book value

Number of shares

Book value

Shares 1 January

134 865 742

53 946 297

117 865 743

47 146 297

Issue of shares

60 416 527

24 166 611

16 999 999

6 800 000

Shares pre consolidation

195 282 269

78 112 908

-

-

Shares 30 September post consolidation

15 021 713

78 112 908

-

-

Issue of shares post consolidation

831 266

4 322 583

-

-

Shares 31 December

15 852 979

82 435 491

134 865 742

53 946 297

Holding of treasury shares

1 023

5 320

-

-

Total excluding treasury shares

15 851 956

82 430 171

134 865 742

53 946 297

The number of shares in 2023 does not account for the share consolidation that took effect in 2024.

As at 31 December 2024, Lifecare ASA had 15 852 979 shares with a nominal value of NOK 5.20 per share. All shares issued by the company are fully paid-up. There is one class of shares, and all shares confer the same rights.

In June 2024, Lifecare ASA completed a partially under-written rights issue of 59 038 955 new shares. In July, 1 377 572 new shares were issued to the bottom underwriters in the rights issue.

On 30 September 2024, Lifecare ASA completed a share consolidation (reverse split) in the ratio of 13:1. 195 282 269 shares were consolidated to 15 021 713 shares. The nominal value of each share changed from NOK 0.40 to NOK 5.20. The share capital was unchanged at NOK 78 112 908.

To deliver shares to persons who own a number of shares that did not compute with the 13:1 consolidation ratio, Lifecare ASA acquired 30 000 treasury shares at an average price of NOK 1.67 per share on 25 September 2024. The purchase was carried out as ordinary trades in the market. Following the consolidation, Lifecare ASA held 2 308 shares, of which 1 285 were allocated to shareholders to maintain the 13:1 ratio. As of 31 December 2024, Lifecare ASA held 1 023 treasury shares.

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Lifecare

Note 19 Share capital and shareholder information cont.

20 largest shareholders 31 December 2024

Number of shares

Shareholding

Lacal AS

2 203 362

13.90 %

Teigland Eiendom AS

2 101 214

13.25 %

Jostein Tjelta

898 738

5.67 %

Nordea Funds

704 055

4.44 %

Nordnet Bank AB

645 374

4.07 %

Nordnet Livsforsikring AS

499 544

3.15 %

F2 Funds & Financial Funds

356 242

2.25 %

Spit Air AS

352 903

2.23 %

Einarsen Even Harald

280 000

1.77 %

Lt Finans AS

222 584

1.40 %

Hejma AS

200 000

1.26 %

Kurt Andreassen

175 222

1.11 %

LHH AS

155 001

0.98 %

Nexus Marketing

146 509

0.92 %

Andreas Pfützner

138 485

0.87 %

Han Lei

127 991

0.81 %

Joacim Holter

124 951

0.79 %

Åge Westbø

124 685

0.79 %

Moun10 AS

110 319

0.70 %

Berg Jan Magne Haugane

82 872

0.52 %

Total shareholding by 20 largest shareholders

9 650 051

60.87 %

Total others

6 202 928

39.13 %

Total shares

15 852 979

100.00 %

20 largest shareholders 31 December 2023

Number of shares

Shareholding

Teigland Eiendom AS

24 691 829

18.31 %

Lacal AS

21 387 712

15.86 %

Nordea Funds

8 763 413

6.50 %

Jostein Tjelta

8 000 000

5.93 %

Spit Air AS

3 087 735

2.29 %

Patricia Rodrigues Sandquist

2 893 000

2.15 %

Nordnet Livsforsikring AS

2 832 395

2.10 %

Lt Finans AS

2 500 000

1.85 %

Einarsen Even Harald

2 410 000

1.79 %

Andreas Pfützner

2 299 699

1.71 %

Nexus Marketing

1 752 024

1.30 %

Kurt Andreassen

1 652 872

1.23 %

Joacim Holter

1 624 353

1.20 %

Åge Westbø

1 500 000

1.11 %

Max Invest AS

1 445 000

1.07 %

Nordnet Bank AB

962 957

0.71 %

Probe AS

905 012

0.67 %

Hejma AS

900 000

0.67 %

Han Lei

786 626

0.58 %

Moun10 AS

700 269

0.52 %

Total shareholding by 20 largest shareholders

91 094 896

67.54 %

Total others

43 770 846

32.46 %

Total shares

134 865 742

100.00 %

The number of shares in 2023 does not reflect the share consolidation that took effect in 2024.

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Lifecare

Note 19 Share capital and shareholder information cont.

31 December 2024

31 December 2023

Shares controlled directly and indirectly by the Board of Directors and Executive Management

Number of shares

Share-holding

Number of shares

Share-holding

Board of Directors

Hans Hekland

11 562

0.07%

200 000

0.15 %

Trine Teigland

2 101 214

13.25%

24 691 829

18.31 %

Tone Kvåle

3 077

0.02%

-

-

Executive Management

Joacim Holter*, CEO

125 592

0.79%

1 632 686

1.21 %

Andreas Pfützner, CSO

138 485

0.87%

2 299 699

1.71 %

Total shares held by the Board and Executive Management

2 379 930

15.01%

28 824 214

21.37 %

*Shares owned by the CEO and minor children.

The number of shares in 2023 does not reflect the share consolidation that took effect in 2024.

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Note 20 Financial liabilities

Financial liabilities comprise warrants issued in June 2024. Due to the variability in exercise price, the warrants are initially recognized as financial liabilities at fair value on the issuance date and subsequently measured at fair value on an ongoing basis. The warrants are derecognized when the obligation under the liability expires in June 2025.

In June 2024, Lifecare ASA completed a partially under-written rights issue of 59 038 955 new shares. The subscribers in the rights issue were allocated one warrant for every two new shares, and 29 519 478 warrants were issued to the subscribers. Further, Munkekullen 5 Förvaltning AB and Buntel AB, having underwritten a total of NOK 50 million of the rights issue, received a compensation of 25 000 000 warrants at equal terms to the warrants issued in the rights issue. Consequently, a total of 54 519 478 warrants were allocated to subscribers and the underwriters. On 30 September 2024, Lifecare ASA completed a share consol-idation (reverse split) of its shares in the ratio of 13:1, where the warrants were consolidated with the same ratio, to 4 193 802 warrants.

To deliver warrants to persons who own a number of warrants that did not compute with the 13:1 consolidation ratio, Lifecare ASA acquired 7 500 warrants on 25 September 2024. The purchase was carried out as ordinary trades in the market, with an average price of NOK 0.415 per warrant. Following the consolidation, Lifecare ASA held 577 warrants, of which 268 were allocated to warrant holders to maintain the 13:1 ratio. As of 31 December 2024, Lifecare ASA held 309 warrants.

Each warrant gives the holder the right to buy one new share in Lifecare ASA at a price equal to the volume weighted average price (VWAP) of the company’s shares on Euronext Oslo Børs during the last three trading days before the first date the warrant can be exercised, minus 30%. However, the price will not be lower than the share’s par value (NOK 5.20, amended from NOK 0.40 after the share consolidation) or higher than the subscription price in the rights issue plus 30% (NOK 25.76, amended from NOK 1.98 after the share consolidation).

The warrants may be exercised from 2 June to 13 June 2025. The warrants are listed and tradable on Euronext Growth Oslo under the ticker code “LIFE TR”.

As of 31 December 2024, the warrants are reported as liabil-ities with a fair value of NOK 14.7 million.

Lifecare ASA

Financial liabilities

Lifecare Group

2023

2024

NOK 1 000

2024

2023

-

-

Warrants at 1 January

-

-

-

23 716

Warrants issued

23 716

-

-

-9 038

Fair value gains (-) /loss (+)

-9 038

-

-

14 678

Warrants at 31 December

14 678

-

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52

Note 21 Other current liabilities

Lifecare ASA

Other current liabilities

Lifecare Group

2023

2024

NOK 1 000

2024

2023

628

1 002

Vacation pay payable

2 271

1 345

1 435

2 083

Other accrued expenses

4 199

3 995

2 063

3 085

Total other current liabilities

6 470

5 341

Note 22 Related parties transactions

There have been no related parties’ transactions during the year outside the ordinary course of business.

Lifecare ASA provides a range of services to the subsidiaries of the Lifecare Group. The services include administrative services performed on behalf of the subsidiaries of the Group, including project management, quality assurance, human resources, accounting and financial services. Service fees are charged on an arm’s length basis.

In connection with the acquisition of RemovAid in April 2024, Lifecare ASA procured consultancy services from a company owned by a board member of Lifecare ASA. The transaction was conducted on normal commercial terms, and the fee did not exceed the board remuneration.

The table below presents the related parties balances of Lifecare ASA as at year end 2024 and 2023.

During the year, the Lifecare Group has acquired and deliv-ered clinical services related to R&D projects from compa-nies affiliated with the Chief Scientific Officer (CSO). Lifecare Laboratory has also rented office and laboratory space to companies affiliated with the CSO. These transactions are based on normal commercial terms.

For shares controlled by the Board of Directors and Executive Management, see Note 19.

Outstanding balance

31 December 2024

31 December 2023

NOK 1 000

Group companies

Management/

shareholders

Group companies

Management/

shareholders

Trade receivables

3 339

-

-

-

Other current assets

22 084

-

3 507

171

Trade payables

-2 646

-33

-

-113

Other non-current liablities

-

-

-

-2 248

Total oustanding balance

22 777

-33

3 507

-2 190

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Note 23 Fair value measurement

The following hierarchy is applied to determine and disclose the fair value of financial instruments for Lifecare ASA and the Group:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques using observable inputs that significantly impact fair value, either directly or indi-rectly.

Level 3: Valuation techniques based on significant unobservable inputs.

With the exception of warrants recognized as financial liabil-ities (Note 19), which are measured at fair value using Level 1 inputs (quoted market prices at Euronext Growth), all other financial assets and liabilities are valued using Level 2 inputs.

Due to their short-term nature, the carrying values of trade receivables, other current assets, cash, trade payables, and other current liabilities are considered reasonable approx-imations of their fair values. Additionally, the discount rate applied to lease liabilities is deemed to be in line with the market cost of capital, meaning the carrying amount is not materially different from fair value.

Note 24 Climate and nature-related risks

Lifecare recognizes that climate change and nature-related risks could have financial impacts on the Group, but these risks are not considered material. Physical risks from events like extreme weather or natural disasters could lead to higher costs, but they are expected to be minor. Transition risks from regulatory, technological, or market changes, such as stricter regulations or carbon pricing, may have limited impacts on Lifecare’s operations and financial performance. Our preliminary assessments indicate that our direct exposure to these risks has a limited impact on forecasts, estimates, and critical accounting judgements. As such, as of year-end 2024, Lifecare does not anticipate any quantifiable impact from climate- and nature-related risks.

Lifecare is committed to understanding and mitigating climate- and nature-related risks by monitoring regula-tory developments and aligning operations with emerging sustainability standards. We are continuously working on integrating environmental considerations into strategic and operational decision-making. Lifecare will continue to assess the materiality of climate- and nature-related risks to ensure long-term sustainability and value creation for stakeholders.

Note 25 Subsequent events

Lifecare ASA is in a dispute with a former COO/CEO claiming the right to exercise stock options. The case was taken to the District Court, who judged in favor of the COO/CEO and ordered Lifecare ASA to pay NOK 2.3 million plus late payment interest. Lifecare ASA appealed the ruling to the Court of Appeal in March 2024, and the case is now pending June 2025. Management assesses that there is a high prob-ability that the appeal will result in Lifecare ASA’s acquittal of the claim, and no provision has been made in the financial statements as at 31 December 2024.

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1

Independent auditor’s report

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1

Contact us

Lifecare ASA

lifecare.no

Registered address

Ytrebygdsvegen 215, 5258 Blomsterdalen, Norway

Post address

Postboks 7120, 5020 Bergen, Norway

Joacim Holter CEO

+47 40059040

joacim.holter@lifecare.no

Renete Kaarvik

CFO

+47 94838242

renete.kaarvik@lifecare.no

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