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2021
Annual Report and
Financial Statements
Ensurge Micropower ASA
2 | Annual Report | 2021
Norway — Oslo
Corporate Headquarters
c/o House of Business
Fridtjof Nansens Plass 4
0160 Oslo
Phone: +47 22 42 45 00
Email: info@ensurge.com
USA — San Jose
Global Headquarters
2581 Junction Avenue
San Jose, CA 95134
Phone: +1 408 503 7300
ensurge.com
Annual Report | 2021 | 1
Table of Contents
2 About Ensurge Micropower
3 ReportfromtheBoardofDirectors
12 Consolidated Financial Statements
16 Notes to the Consolidated Financial Statements
44 Ensurge Micropower ASA Annual Financial Statements 2021
47 Notes to the Annual Financial Statements Ensurge Micropower ASA
58 Corporate Social Responsibility (CSR) Statement
60 Responsibility Statement
61 Auditor’s Report
66 Corporate Governance
72 Articles of Association
74 BoardofDirectors
76 Executive Management
2 | Annual Report | 2021
About Ensurge
Micropower
Ensurge is Energizing Innovation™ with ultrathin, flexible, and safe energy
storage solutions for wearable devices, connected sensors, and beyond.
Ensurge’s innovative solid-state lithium battery (SSLB) technology is
uniquely positioned to enable the production of powerful, lightweight,
and cost-effective rechargeable batteries for diverse applications. The
company’s state-of-the-art flexible electronics manufacturing facility,
located in the heart of Silicon Valley, combines patented process
technology and materials innovation with the scale of roll-to-roll production
methods to bring the advantages of SSLB technology to established and
expanding markets. Ensurge Micropower ASA (“Ensurge”) is a publicly
listed company in Norway with corporate headquarters in Oslo and global
headquarters in San Jose, California.
About Ensurge Micropower
Annual Report | 2021 | 3
Report from the
BoardofDirectors
Introduction
Ensurge made great progress in 2021 building high
performance solid state microbatteries using our
novel and proprietary architecture within our roll-
to-roll (R2R) facility in San Jose. The combination of
our anode-less solid-state chemistry and ultra-thin
stainlesssteelwithsignificantlyhighercapacity
uniquely positions Ensurge to provide commercial
quantities of milliamp-hour class batteries that we
believe will provide far superior solutions for our
target markets. Throughout the past year, despite
the challenges presented by an unprecedented
global pandemic, the Ensurge team worked with
purpose and commitment to achieve milestones in
technology development, manufacturing readiness,
and market development.
In January, the Company announced its
MicrobatteryProductPlatform(MPP)andfirst
product based on customer requirements for energy
dense, long lasting, and fundamentally safe energy
storage. The platform is designed to deliver the
fundamental advantages of steel-substrate solid-
state lithium battery (SSLB) technology across a
rangeofproductsthatcanberapidlyandefficiently
customized to meet the unique capacity and form
factorneedsofspecificcustomerdesigns.ByApril
theCompanyconfirmedexpectedkeyperformance
parametersofitsfirstprototypecells.
By mid-year, Ensurge had successfully validated -
ahead of schedule - the operational readiness of the
full toolset required to implement the Company’s
baseline manufacturing necessary to scale-up its
SSLB technology. In addition, the Company had
ordered the initial tool conversions necessary to
support the process transfer from the baseline
sheet-based process development line to the roll-to-
roll production line.
Inaddition,theCompanyhadconfirmed
depositing battery materials on ultrathin 10-micron
steel substrates, with the Company’s roll-to-
roll equipment with expected performance. The
combination of ultrathin steel substrates and
roll-based manufacturing is fundamental to the
Company’s advantages in volumetric energy density
and manufacturing scalability.
DuringthethirdquartertheCompanyinstalled
andqualifiedequipmentnecessarytoinitiate
development of the packaging of microbattery
products. This development allowed product
development to begin to progress from developing
and validating individual unit cells to integrating
multiple-unit cells (‘multi-cells’), packaging these
into complete microbatteries. Microbattery
construction comprised of multi-cells is a complex
and multi-step process involving manufacturing
integration of lithium-compatible packaging
materials enabling high energy densities assembled
by stacking, encapsulation, metallization, and
plating.
DuringthefourthquartertheCompanycontinued
its product development progress demonstrating
working batteries using both sheet based and roll
based unit-cells.
In addition, further improvements were made
in preparing the roll-to-roll line for volume
manufacturing with upgrades to our tools
optimizing them for SSLB production. The
company also received its automated metallization
equipment. Critically important, during the fourth
quarter,withournewequipmentandrefinement
of the process, our cycles of learning have more
thandoubled,significantlyacceleratingourrate
ofoptimization.Andfinally,duringDecember,
the Company provided mechanical samples to
customers to validate the processes of integrating
the Ensurge Microbattery into their products.
Duringearly2022,theCompanyhasbeen
advancing its packaging process optimization
andoverallbatteryintegrationefforts.These
effortshaveimprovedandcontinuetoimprove
the performance of fully integrated batteries
through both process and design innovations. We
remain actively engaged with our customers to
validate the processes of integrating the Ensurge
Microbattery into their products. While shipments
of fully operating, packaged samples did not occur
during Q4, with the recent development progress,
ReportfromtheBoardofDirectors
4 | Annual Report | 2021
the Company believes it is close to shipping samples
to customers.
At the end of 2021, the Company had 35 full-
time employees, all of whom were based in the
Company’s San Jose, California facility.
Going concern
Theboardconfirmsthatthefinancialstatementsof
the group, as well as the parent company, have been
prepared under the going concern assumption.
On 2 February 2022, the Company announced the
completion of a private placement of 125,561,401
shares(Tranche1)andanallocationof41,105,265
shares(Tranche2)atasubscriptionpriceof
NOK0.60[NOK5.40post9:1shareconsolidation]
pershare,resultingingrossproceedsofNOK100
million. The share capital increase associated with
Tranche1hasbeendulyregisteredintheRegister
ofBusinessEnterprises.On24February2022,
the Company received shareholder approval at
an Extraordinary General Meeting to increase the
authorized share capital to include the shares
allocatedinTranche2,thewarrantsassociated
withTranche1andTranche2,anda9:1share
consolidation. The private placement includes two
non-tradeable warrants for every share subscribed
for in the private placement at no additional cost
andwithanexercisepriceequaltoNOK0.60
[NOK5.40post9:1shareconsolidation].50percent
of the private placement warrants will be exercisable
on30June2022andtheremaining50percent
willbeexercisableon30November2022.Ifthe
warrants are fully exercised, it will contribute an
additionalofNOK100millioninproceedstothe
Company.
As of the date of this report, the company has
sufficientcashtofundoperationsintothethird
quarter. If the Tranche 1 warrants are fully exercised
on30June2022,thegroupandparentcompany
willhavesufficientfundstosupportoperations
through the third quarter of 2022. If the warrants
are not fully exercised, the Company will need to
seekalternativesourcesoffinancingtocontinue
operations.
To continue to fund the Company’s activities
beyond the third quarter of 2022,the Company will
have access to funds through the warrants being
exercisable on 30 November 2022. If the warrants
arenotsufficientlyexercisedorthereisaneedfor
bridgefinancingpriortotheTranche2exercise
date, the Company will seek additional funds from
the investor market or from partnership funding.
However, as funding is not secured for the next 12
months, a material uncertainty exist as to whether
the Company and group will continue as going
concern. The Company and group are dependent to
successfully raise funds as planned.
Theboardofdirectorsmonitorsthefinancial
position closely and receives frequent reports and
forecastsonexpenditureandcashflow.Toaddress
the funding requirements of the group, the board of
directors has undertaken the following initiatives: -
• Secured equity funding with a private placement
of125,561,401shares(Tranche1)andanallocation
of41,105,265shares(Tranche2)atasubscription
priceofNOK0.60[NOK5.40post9:1share
consolidation]pershare,resultingingrossproceeds
of NOK 100 million. The potential gross proceeds for
Tranche1warrantsisNOK50million.Thepotential
grossproceedsforTranche2warrantsisNOK50
million.
• Undertaken a program to continue to monitor the
group’s ongoing working capital requirements and
minimum expenditure commitments; and
• Continued its focus on maintaining an appropriate
level of corporate overhead that is in line with the
group’s available cash resources.
As a consequence of uncertainty introduced by the
Covid-19 pandemic, the Company has prioritized
raisingsufficientfundstoprovideadequatetime
to demonstrate a series of technology and market
developmentmilestones.Despitethematerial
uncertainty to whether the group will be able to
successfully raise funds as planned, the Board has
concluded that the Company are not in a situation
where there is no realistic alternative to continue
as going concern and hence it is found appropriate
topreparethefinancialstatementsonthegoing
concern basis.
The group financial statements
Ensurge had zero revenue and other income in 2021,
adecreasefromtheprecedingyear(2020:USD513
thousand). The Company rapidly restructured
its business operations around the priorities of
achieving technical success in SSLB development
anddeployingafinancialmodelthatisoptimizedto
support the Company’s critical technical and market
development milestones. 2020 sales relate to inventory
manufactured in previous years.
Salaries and other payroll costs amounted to
USD12,240thousandin2021,comparedtoUSD5,445
thousand in 2020. The increase is primarily driven by
increased costs related to share based payments.
Operating costs (excluding depreciation, amortization
andimpairmentcharges)amountedtoUSD19,530
thousand during 2021 (2020: 12,531 thousand). The
Annual Report | 2021 | 5
increase in operating costs in 2021, compared to
2020,wasUSD6,999thousand,andwasprimarily
attributable to:
1 USD2,541thousandhigherpayroll.
2 USD4,254thousandhigheremployeesharebased
remuneration costs. The fair value of granted
employee subscription rights are valued based on
the Black-Scholes formula and expensed over the
vesting period.
3 USD643thousandhighercostsforpremisesand
supplies.
4 USD439thousandlowerotherexpense.
TheCompanyfocusedR&Deffortstowards
achieving technical success in solid-state lithium
batterytechnologydevelopment.During2021,R&D
spendingwasUSD2,976thousandcomparedto
USD2,223thousandfor2020.Depreciationand
amortizationchargesin2021amountedtoUSD47
thousand,comparedtoUSD22thousandduringthe
same period in 2020.
Duetothechangeinstrategy,theproduction-
related assets were fully impaired in 2019. In
the event of a future change in circumstances,
e.g. a change in strategy or market prospects,
impairments may be reversed in part or in full, if a
higher asset value can be defended.
Netfinancialitemsforthe2021amountedtoan
expenseofUSD11,386thousand(2020:USD26,753
thousandexpense).Netfinancialitemswere
primarilyexpensesofUSD8,800thousandin2021
andUSD23,168thousandin2020relatedtothe
issuance of Warrants A, B and C. The last warrants
expired in Q3/2021. The Company operates at a loss
and there is a tax loss carryforward position in the
parent company and in the U.S. subsidiaries. The
parent company in Norway has not incurred any tax
during 2021, nor in 2020. The U.S. subsidiary incurred
USD$32thousandintaxesin2021asaresultofU.S.
tax law changes regarding tax loss carryforwards.
The Company has not recognized any deferred tax
assets on its balance sheet relating to these tax loss
carryforward positions, as this potential asset does
not yet qualify for inclusion.
Thelossin2021wasUSD30,995thousand,
corresponding to a basic loss per share of
(USD0.02)[unadjustedfor9:1shareconsolidation].
In2020,thelossamountedtoUSD38,793thousand,
corresponding to a basic loss per share of
(USD0.10)[unadjustedfor9:1shareconsolidation].
Non-currentassetsamountedtoUSD2,606
thousand(2020:USD799thousand).Theincrease
in noncurrent assets from 2020 to 2021 was mainly
duetoinvestmentinfixedassets.Tradeandother
receivablesamountedtoUSD1,822thousandat
theendof2021(2020:USD1,140thousand).The
increase relates mainly to a VAT receivable. Non-
currentliabilitiesamountedtoUSD16,751thousand
(2020: 21,884 thousand) and relates to future lease
payments for the Junction Avenue premises and
long-term debt relating to an equipment term loan
facility with Utica. The equity ratio was negative
119 percent at the end of 2021, versus negative 606
percent at the end of 2020.
Thegroup’scashbalanceincreasedbyUSD1,063
thousandin2021(2020:decreasedbyUSD3,082
thousand). The net decrease in cash balance is
explained by the following principal elements:
1 USD14,548thousandoutflowfromoperating
activities,
2 USD1,838thousandoutflowfrominvesting
activities,
3 USD17,450thousandinflowfromfinancing
activities.
TheUSD14,548thousandoutflowfromoperating
activities is primarily explained by an operating loss,
excluding depreciation, amortization and warrant
expense,ofUSD22,037thousand.Thecashoutflow
from operations and investing activities in 2021
wasoffsetbytheinflowfromfinancingactivities,
primarilyattributabletotheUSD25,172thousand
raised from private placement, corresponding
subsequentofferingsandwarrantexercises.The
cashbalanceon31December2021wasUSD6,853
thousand, as compared to the cash balance on
31December2020ofUSD5,790thousand.
Parent company financial statements
Revenue and other income in the Parent Company
amountedtoNOK0thousandin2021(2020:
NOK4,741thousand).
PersonnelandpayrollcostswereNOK26,010
thousandin2021,versusNOK10,346thousandin
the preceding year. The increase is primarily costs
related to share based payments. In 2020 and 2021,
only the CEO was employed by the Parent Company.
External purchases of services amounted to
NOK10,476thousandin2021(2020:NOK11,084
thousand). Of the total amount for 2021, (i)
NOK7,231thousandrelatedtolegal,auditand
accountingservices(2020:NOK8,735thousand),(ii)
NOK1,298thousandwastiedtoadvisoryservices,
technology support services and recruitment
services(2020:NOK314thousand)and(iii)
NOK1,947thousandrelatedtoremunerationofthe
BoardofDirectors(2020:NOK2,036thousand).
Purchase of services from subsidiaries increased
toNOK143,018thousandin2021fromNOK85,475
thousand in 2020, largely as a result of increased
activities in the subsidiary in San Jose. Other
operatingexpensesincreasedfromNOK9,044
thousandin2020toNOK41,571thousandin2021
6 | Annual Report | 2021
due to a bad debt provision against the subsidiary
receivable. The Company did not capitalize any
development costs in 2021 or 2020 as technical
feasibility has not been achieved.
Netfinancialitemsamountedtoexpenseof
NOK17,740thousandin2021,comparedtoincome
ofNOK1,321thousandin2020.Thechangefrom
2020 is mainly due to impairment of shares in
subsidiariesofNOK21,307in2021.
Share capital
Ensurge shares were listed on Oslo Axess from
30January2008until26February2015.On
27February2015,Ensurgesharesweretransferred
toOsloBørs(OSEMainList).On24March2015,
Ensurge’sAmericanDepositoryReceipts(ADRs)
commenced trading in the United States on OTCQX
International.
At the end of 2021, there were 1,746,497,852
(2020: 985,548,186 ) shares in the Company which
were held by 11,801 shareholders (2020: 8,498
shareholders).ParvalueisNOK0.11[NOK0.99post
9:1shareconsolidation]pershare.
TheclosingpriceofEnsurgeshareson30December
2021wasNOK0.715[NOK6.44post9:1share
consolidation].Tosatisfytherequirementsofthe
stock exchange, the Company completed a 9:1
share consolidation in early 2022. The total share
turnoverduring2021amountedtoNOK81million
comparedtoNOK577millionin2020,adecreaseof
86 percent.
There were no exercises of vested incentive
subscription rights during 2021 or 2020. The Annual
General Meeting of Ensurge Micropower ASA
resolvedon28May2019anexchangeofferprogram
whereby continuing employees and consultants
holding incentive subscription rights (“Eligible
Holders”) under the Company’s 2015, 2016, 2017
and/or 2018 subscription rights programs (the
“Former Plans”) would be entitled to exchange such
subscription rights for new subscription rights to
be granted under the Company’s 2019 subscription
right plan. Having been given the opportunity
to participate in the exchange program, Eligible
Holders holding a total of 1,864,372 subscription
rightsundertheFormerPlansnotifiedtheCompany
that they wished to participate in the exchange
program, whereupon such Eligible Holders explicitly
waived any right to claim shares under Former
Plans.Asaresult,theBoardofDirectorsofthe
Companyresolvedon25September2019togrant
a total of 1,864,372 incentive subscription rights to
nineteen Eligible Holders. The grants were made
under the Company’s 2019 Subscription Rights
Incentive Plan as resolved at the Annual General
Meetingon28May2019.Theexercisepriceof
thesubscriptionrightsisNOK4.67pershare
[NOK42.03post9:1shareconsolidation].The
subscriptionrightsexpireon28May2024.Asof
31December2021,thereare1,652,918incentive
subscription rights associated with the September
2019 grants outstanding.
AttheExtraordinaryGeneralMeetingof19August
2020, the shareholders approved grants of a total
of 13,800,000 incentive subscription rights to four
boardmembers.TheexercisepriceisNOK0.15
[NOK1.35post9:1shareconsolidation]pershare,
provided, however, that, subject to the board’s
discretion, the exercise price may be set higher
thanNOK0.15toavoidanyissueswithtaxation
in the jurisdiction of the director. To this end, the
subscription rights granted to board members Jon
CastorandKellyDosson19August2020havean
exercisepricepershareofNOK0.3415[NOK3.07
post9:1shareconsolidation]pershare.50percent
of the subscription rights became vested and
exercisable on the earliest of the date immediately
preceding the 2021 Annual General Meeting and
30June2021,andtheremaining50percentofthe
subscription rights became vested and exercisable
on the earliest of the date immediately preceding
the2022AnnualGeneralMeetingand30June2022.
No subscription rights were exercised in 2021.
Theboardofdirectorsresolvedon11September
2020 to issue 60,031,441 incentive subscription
rights to employees in the Ensurge group. The
grant was made under the Company’s 2020
incentive subscription rights plan as resolved at
theExtraordinaryGeneralMeetingon19August
2020. The exercise price of the subscription
rightsisNOK0.2840[NOK2.56post9:1share
consolidation].pershare.Thesubscriptionrights
vest by 50 percent per year over two years and
expireon19August2025.Inconnectionwiththe
15April2020ExtraordinaryGeneralMeeting,the
Company conducted a reduction of paid in capital
by reduction in par value of shares in accordance
with the Norwegian Public Limited Companies Act
to cover the losses. The implication of this is that
a resolution to distribute dividends may not be
adopted until three years have elapsed from the
registration in the Register of Business Enterprises,
unless the share capital subsequently has been
increased by an amount at least equal to the
reduction. The Board proposed and the shareholders
approved a reduction in share capital by a reduction
oftheparvalueofthesharesfromNOK2.20to
NOK0.11[NOK0.99post9:1shareconsolidation]
per share to cover losses. In order to secure the
commitment by the consortium of investors, in May
2020, the Board resolved, and issued 5,859,357
shares to investors at a subscription price per share
ofNOK0.11[NOK0.99post9:1shareconsolidation],
equaling the proposed subscription price in the
Private Placement. The current board authorization
Annual Report | 2021 | 7
wasapprovedatthe23October2019extraordinary
general meeting.
AttheExtraordinaryGeneralMeetingof20May
2020, the proposals in the Notice of the Extraordinary
General Meeting were approved by the shareholders.
1 The Company completed the private placement
and issued 227,272,727 new shares, thereby
increasingsharecapitalbyNOK32,089,823.15
divided into 291,725,665 shares, each share had
aparvalueofNOK0.11[NOK0.99post9:1share
consolidation].
2 ThesubsequentofferingraisedNOK7millionwith
the issuance of 63,636,363 shares at a subscription
priceofNOK0.11[NOK0.99post9:1share
consolidation].
3 The Company completed the private placement
of 333,866,666 new shares at a subscription
priceofNOK0.15[NOK1.35post9:1share
consolidation],therebyincreasingsharecapitalby
NOK50,080,000.
4 ThesubsequentofferingraisedNOK10million
with the issuance of 66,666,666 shares at a
subscriptionpriceofNOK0.15[NOK1.35post9:1
shareconsolidation].
On1March2021,theCompanyannouncedthe
completion of a private placement of 68,922,869
sharesatasubscriptionpriceofNOK0.82[NOK7.38
post9:1shareconsolidation]pershare,resultingin
grossproceedsofNOK56.5million.
On2February2022,theCompanyannouncedthe
completion of a private placement of 125,561,401
shares(Tranche1)andanallocationof41,105,265
shares(Tranche2)atasubscriptionpriceof
NOK0.60[NOK5.40post9:1shareconsolidation]
pershare,resultingingrossproceedsofNOK100
million. The share capital increase associated with
Tranche1hasbeendulyregisteredintheRegisterof
Business Enterprises.
On24February2022,atanExtraordinaryGeneral
Meeting, shareholders approved an increase to
the authorized share capital to include the shares
allocatedinTranche2,thewarrantsassociated
withTranche1andTranche2,anda9:1share
consolidation.
The private placement includes two non-tradeable
warrants for every share subscribed for in the
private placement at no additional cost and with
anexercisepriceequaltoNOK0.60[NOK5.40
post9:1shareconsolidation].50percentofthe
private placement warrants will be exercisable on
30June2022andtheremaining50percentwillbe
exercisableon30November2022.Ifthewarrants
arenotsufficientlyexercisedorthereisaneedfor
bridgefinancingpriortotheTranche2exercise
date, the Company will seek additional funds from
the investor market or from partnership funding.
However, if the group is not able to successfully raise
fundsasplanned,significantuncertaintywouldexist
as to whether the Company and group will continue
as going concerns. The board of directors monitors
thefinancialpositioncloselyandreceivesfrequent
reports and forecasts on expenditure and cash
flow.RefertothePrincipalRisksandGoingConcern
sections of this Annual Report.
Additional information is included in Note 12 to the
Consolidated Financial Statements.
Further 810,000 subscription rights have been
granted, 1,050,050 exercised, and 2,231,732 forfeited
and expired to date in 2022. Consequently, the total
numberofsubscriptionrightson27April2022is
189,037,016.
Principal risks
Ensurgeisexposedtovariousrisksofafinancialand
operational nature. The extraordinary current risks of
thepandemicanditseffectontheworldeconomy
areaffectingeveryone.
TheCompany’spredominantrisksarefinancial,
technical/developmental, as well as other market and
business risks, summarized in the following points:
I The Company’s restructuring and refocus
on microbattery technology has resulted
in headcount and expenses in line with the
Company’s revised SSLB strategy and operating
plan.Asof31December2021,theCompany
hadacashbalanceofapproximatelyUSD6.9
million, including restricted cash of approximately
USD1.6million.TocontinuetofundtheCompany’s
activities further into 2022, the Company will
have access to funds through the warrants being
exercisablethrough30November2022.On
2February2022,theCompanyannouncedthe
completion of a private placement of 125,561,401
shares(Tranche1)andanallocationof41,105,265
shares(Tranche2)atasubscriptionpriceof
NOK0.60[NOK5.40post9:1shareconsolidation]
pershare,resultingingrossproceedsofNOK100
million. The share capital increase associated with
Tranche1hasbeendulyregisteredintheRegister
ofBusinessEnterprises.On24February2022,the
Company received shareholder approval at an
Extraordinary General Meeting to increase the
authorized share capital to include the shares
allocatedinTranche2,thewarrantsassociated
withTranche1andTranche2,anda9:1share
consolidation. The private placement includes
two non-tradeable warrants for every share
subscribed for in the private placement at no
additional cost and with an exercise price equal to
NOK0.60[NOK5.40post9:1shareconsolidation].
50percentoftheprivateplacementwarrantswill
beexercisableon30June2022andtheremaining
8 | Annual Report | 2021
50percentwillbeexercisableon30November
2022.Ifthewarrantsarenotsufficientlyexercised
orthereisaneedforbridgefinancingpriorto
theTranche2exercisedate,theCompanywill
seek additional funds from the investor market or
from partnership funding. However, if the group
is not able to successfully raise funds as planned,
significantuncertaintywouldexistastowhether
the Company and group will continue as going
concerns.
II Technology development and engineering sample
availability on Ensurge’s sheet line, as well as
technology transfer to and scale-up activities
related to Ensurge’s roll-to-roll line, can be
adverselyaffectedbyseveralfactorsincludingbut
not limited to:
• Quality, composition, and consistency of
lithium-based materials, chemicals and
unanticipated interactions of the various layers
and processes that are key to core battery
performance, resulting in longer than planned
learning cycles and corrective actions, delaying
customer engagements.
• Adequate environmental control of the
manufacturing area and storage that might
compromise the composition, performance, and
defectivity of the device.
• Equipmentreliability,modificationsneeded,and
processoptimizationlearningcycleefficiency
that may limit the uptime, throughput and
quality of the devices produced.
• Issues encountered during handling, processing,
and assembly of ultrathin substrates and
battery stacks.
• Need for new materials or processes and/
or equipment to achieve full manufacturing
qualificationandproductreliability.
The startup and product manufacturing yield
ramp on the roll-to-roll line can also be negatively
influencedbyseveraloftheconditionsorevents
noted below (but not limited to):
• Achievement of return-to-manufacturing readiness
andqualificationofthetoolset.
• On site availability of vendor personnel to assist
inrequalificationofthemachineswithbattery
materials set.
• Electro-StaticDischarge(ESD)orotherphenomena
that may cause the need for process or mechanical
handling changes in the manufacturing line.
• Lower than anticipated throughputs and uptime
of the equipment with the battery material set
resulting in a lower capacity than planned.
• Adequate environmental control of the
manufacturing area and storage that might
compromise the composition, performance and
defectivity of the device.
• New and unknown modes of yield loss necessitating
process,practice,orequipmentmodificationsthat
can result in a slower than planned yield ramp.
• Issues encountered during roll handling, processing,
and assembly of ultrathin substrates and battery
stacks.
• Our ability to provide OEMs with solutions that
provide advantages in terms of size, reliability,
durability, performance, and value-added features
compared with alternative solutions.
III Many of the markets that Ensurge targets in
connection with its new energy storage strategy
will require time in order to gain traction, and
there is a potential risk of delays in the timing of
sales. Risks and delays may include, but are not
limited to:
• Uncertain global economic conditions may
adversely impact demand for our products or
cause potential customers and other business
partnerstosufferfinancialhardship,which
could cause delays in market traction and
adversely impact our business.
• Our ability to meet our growth targets
depends on successful product, marketing, and
operations innovation and successful responses
to competitive innovation and changing
consumer habits that may result in changes in
ourcustomers’specifications.
• Our revenues are dependent on the pace of
technologyevaluationandproductqualification
activities at our customers, and delays in
batteryorend-productqualificationorchanges
toproductionschedulesmayaffectthequantity
and timing of purchases from Ensurge. Such
customerqualificationandcustomerproduction
scheduling delays are generally outside the
control of Ensurge.
The Company cannot assure that the business will
be successful or that we will be able to generate
significantrevenue.Ifwefailtoestablishandbuild
relationships with our customers, or our customers’
products which utilize our solutions do not gain
widespread market acceptance, we may not be
abletogeneratesignificantrevenue.Wedonotsell
any products to end users, and we do not control or
influencethemanufacture,promotion,distribution,
or pricing of the products that incorporate our
solutions. Instead, we are designing various
devices and products that our OEM customers
incorporate into their products, and we depend on
such OEM customers to successfully manufacture
and distribute products incorporating our solutions
and to generate consumer demand through
marketing and promotional activities. As a result
Annual Report | 2021 | 9
of this, our success depends almost entirely upon
the widespread market acceptance of our OEM
customers’ products that incorporate our devices.
Even if our technologies successfully meet our
customers’ price and performance goals, our sales
could fail to develop if our customers do not achieve
commercial success in selling their products that
incorporate our devices.
Ourabilitytogeneratesignificantrevenuefromnew
markets will depend on various factors, including the
following:
• The development and growth of these markets;
• The ability of our technologies and product
solutions to address the needs of these markets, the
price and performance requirements of OEMs, and
the preferences of end users; and
• Our ability to provide OEMs with solutions that
provide advantages in terms of size, reliability,
durability, performance, and value-added features
compared with alternative solutions.
IV To a certain extent, Ensurge is dependent
on continued collaboration with technology,
materials, and manufacturing partners.
There may be process and product development
risks that arise related to time-to-development and
cost competitiveness of the energy storage products
Ensurge is developing.
Many manufacturers of these products have well
established relationships with competitive suppliers.
Our ongoing success in these markets will require
ustoofferbetterperformancealternativestoother
solutions at competitive costs. The failure of any of
these target markets to develop as we expect, or
ourfailuretoservethesemarketstoasignificant
extent, will impede our sales growth and could result
in substantially reduced earnings and a restructuring
of our operations. We cannot predict the size or
growth rate of these markets or the market share
we will achieve or maintain in these markets in the
future. Shortages of components and materials may
delay or reduce our sales and increase our costs,
thereby harming our operating results. The inability
toobtainsufficientquantitiesofcomponentsand
other materials necessary for the production of
our products could result in reduced or delayed
sales or lost orders. Extended lead times on custom
equipment for R2R due to the current political/
economic situation in Europe as well as overall supply
issues could impact our ability to scale production in
the future.
Many of the materials used in the production of our
products are available only from a limited number
of foreign suppliers, particularly suppliers located in
Asia.
V Our business results depend on our ability to
successfully manage ongoing organizational
changes.Ourfinancialprojectionsassume
successfully executing certain of these
organizational changes, including the motivation
and retention of key employees and recruitment
ofqualifiedpersonnel,whichiscriticaltoour
business success.
Factorsthatmayaffectourabilitytoattractand
retain talented leadership, key individual contributors,
andsufficientnumbersofqualifiedemployees
include:
• Employee morale,
• Our reputation,
• Competition from other employers, and
• Availabilityofqualifiedpersonnel.
Our success is dependent on identifying,
developing, and retaining key employees to provide
uninterrupted leadership and direction for our
business. This includes developing and retaining
organizational capabilities in key technology areas,
where the depth of skilled or experienced employees
may be limited and competition for these resources
is intense.
VI Ensurgeisexposedtocertainfinancialrisks
relatedtofluctuationofexchangerates.
Corporate governance
The board considers that attention to corporate
governanceisbeneficialforcompaniesandinvestors.
Ensurge seeks to comply with the Norwegian code
of practice for corporate governance to the degree
possible. The board’s review of corporate governance
has been included in the annual report.
Intellectual property
The development and maintenance of intellectual
property, including patents, trade secrets, and
proprietary knowhow, is a critical part of Ensurge’s
business strategy. In the course of its research and
development activities, the Company develops new
intellectual property related to materials, microbattery
design, cell fabrication, product packaging, and
industrialization. In April 2020, the Company announced
thefilingofmultipleprovisionalpatentapplications
related to the encapsulation, assembly, and stacking of
SSLB products based on stainless steel substrates. The
10 | Annual Report | 2021
Companyintendstocontinuefilingpatentapplications
to protect its intellectual property.
Outlook
As Ensurge enters 2022 our customer engagements
continue to provide enthusiastic validation that
thebenefitsofourSSLBmicrobatteryproducts
resonate strongly with battery decision-makers
across all our target markets; hearables, wearables,
and connected sensors. Our total addressable
market continues to grow and is forecasted to reach
10 billion units over the next several years. In the
near term, the market opportunity remains robust
forEnsurgetobringdifferentiatedmicrobatteries
that will fully maximize our existing San Jose facility
and will require the Company to consider adding a
larger facility over time.
TheCompany’skeyeffortsduring2022willbe
focused on converting current and new customer
agreements into ramping product revenue during
the latter part of the year. The Company will be
broadening customer activities across all our target
market segments adding new customers as well as
deepening engagements with existing customers.
Ensurge is actively engaged with several prospects
in the medical wearables and industrial markets.
A major step towards product revenue is the
qualificationofourtechnologyandproductsat
eachcustomer,providingthemconfidencetodesign
ourdifferentiatedmicrobatteriesintotheirnext
generationproducts.Duringqualification,workwill
be focused on designing the optimum microbattery
form factor to meet the requirements of our
customer’s next generation product and assisting
our customer’s product design and launch into the
market.
Inparalleltoourcustomerefforts,operational
readiness for ramping deliveries will increasingly be
the Company’s internal focus. Productivity, yield,
and performance improvements as well as lowering
materialcostswillallbeimportanteffortstoprovide
predictableandprofitablecustomerdeliveries.The
Company also anticipates needing to acquire and
install incremental equipment capacity to meet
customer demand.
Organization, personnel, and the
environment
The board of directors would like to thank the
Ensurgemanagementteammembers,staff,
contractors, and ecosystem partners for their
dedicatedeffortsthroughout2021andinto2022.
Organization
Substantially all of Ensurge’s operational activities
are based in the Company’s San Jose, California
facility,providingefficientandcost-effective
management of the Company’s resources and
assets.During2021,theCompanycompletedthe
closure of its subsidiaries in Hong Kong, Singapore,
Sweden and the United Kingdom. The Company’s
qualitymanagementsystemiscertifiedunder
the ISO9001:2015 standard for the development,
manufacturing, and sales of solid-state lithium
batteries.
Personnel
As of the date of the report, Ensurge employs 37
full-time employees, two part-time employees,
and a small number of contractors. Following
the Company’s restructuring and reduction of its
workforce to 18 full-time employees in March 2020,
theCompanyhasselectivelyhiredtofilltargeted
areas of need in battery and packaging technology
development, operations, and business development.
The board believes that the working environment
at Ensurge is safe, stimulating, challenging, and
collaborative for all employees, and complies fully
with relevant laws and regulations in regions within
which Ensurge operates. Ensurge employees are
coveredbybenefitsprogramsthatareinlinewith
practices in their respective countries. Throughout
2021, there were three minor workplace injury and
nosignificantincidentsoraccidentsinvolving
equipment or other assets. Instances of sick leave
during 2021 were relatively low and were consistent
with previous years. In addition to the employees
of the Ensurge group, Ensurge has contracted
specialists in business development, engineering,
accounting, and other services.
Ensurge creates and supports equal opportunity
for all employees, in all aspects of the workplace.
Asof31December2021,femaleemployeesinthe
company represented approximately 27%. As of the
date of this report, the current management team
consistsoffivemenandonewoman.Equalityis
one important aspect considered when recruiting
newemployees.Theboardconsidersthefirm’s
equality standards and measures to be adequate
and has not found reason to initiate any corrective
measures.
The Environment
Ensurge appreciates its corporate responsibility to
protect the environment. The Company operates its
business to comply with the environmental, health,
Annual Report | 2021 | 11
and safety regulations required for the materials
and processes needed to manufacture its products.
Ensurge follows all relevant environmental rules and
regulations, as discussed in the Corporate Social
Responsibility (CSR) Statement included in this
report.
Board of directors
Ensurge’s board of directors consists of two
women and two men, the composition of which
satisfiesthegenderrequirementsoftheNorwegian
Public Limited Companies Act. The board includes
Mr.MortenOpstad(chair),Ms.PreetiMardia,Mr.Jon
Castor,andMs.KellyDoss.AttheCompany’s
AnnualGeneralMeetingon3June2021,Mr.Opstad,
Mr.CastorandMs.Dosswerere-electedtothe
boardforatermoftwoyears.Ms.Mardiacontinues
to serve on the board for the second year of their
respective two-year terms.
The Company provides Board Insurance for all
directorsandofficers.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 26 April 2022
Kevin Barber
ManagingDirector(CEO)
Morten Opstad
Chairman
Preeti Mardia
Board Member
Jon Castor
Board Member
KellyDoss
Board Member
12 | Annual Report | 2021
Ensurge Micropower
ASAGroup
Consolidated Financial
Statements
Consolidated Statements of Comprehensive Income
Amounts in USD1,000 Note 2021 2020
Sales revenue 16 — 492
Other income 17,18 — 21
Total revenue and other income — 513
Salaries and other payroll costs 19 (12,240) (5,445)
Other operating expenses 20,24 (7 ,290) (7 ,086)
Depreciation,amortizationandimpairmentloss 6,7,8 (47) (22)
Operating profit (loss) (19,577) (12,040)
Interest income 1 27
Other financial income 648 (410)
Interest expense (3,199) (3,186)
Other financial costs 15 (8,836) (23,185)
Net financial items (11,386) (26,754)
Profit (loss) before income tax (30,963) (38,794)
Income tax expense 21 (32) —
Profit (loss) for the year (30,995) (38,794)
Profit (loss) per share for profit attributable to the
equity holders of the Company during the year
–basicanddiluted,USDpershare 23 (USD0.02) (USD0.10)
Profit (loss) for the year (30,995) (38,794)
Other Comprehensive income
Items that may be reclassified subsequently to profit or
loss
Currency translation — 555
Total comprehensive income for the year (30,995) (38,239)
Consolidated Financial Statements
Annual Report | 2021 | 13
Consolidated Statements of Financial Position
Amounts in USD1,000 Note 31December 2021 31December 2020
Non-current assets
Property, plant and equipment 6 2,033 226
Other financial receivables 573 573
Total non-current assets 2,606 799
Current assets
Trade and other receivables 10 1,822 1,140
Cash and cash equivalents (i) 11 6,853 5,790
Total current assets 8,675 6,930
Total assets 11,281 7 ,729
12
Ordinary shares 21,730 12,014
Other paid-in capital 22,649 2,805
Other reserves 31,968 (2,852)
Currency translation (13,801) (13,801)
Retained earnings (76,027) (45,031)
Total equity 26 (13,481) (46,865)
Non-current liabilities
Long-termDebt 14 5,854 9,709
Long-term lease liabilities 8 10,897 12,175
Total non-current liabilities 16,751 21,884
Current liabilities
Trade and other payables 13 4,156 3,445
Warrants liability (ii) 15 0 26,020
Current portion of long-term debt 14 3,855 3,245
Total current liabilities 8,011 32,710
Total equity and liabilities 11,281 7 ,729
(i)IncludesrestrictedcashofUSD1,600thousand,securingtheletterofcreditissuedin2017byEnsurge
Micropower ASA to the landlord of the San Jose, California facility.
(ii) The warrants liability was valued at fair value in accordance with International Financial Reporting
Standards(“IFRS”).SeeNote15.
TheboardofdirectorsofEnsurgeMicropowerASA,Oslo,Norway,26April2022
Morten Opstad
Chairman
Jon Castor
Board Member
Preeti Mardia
Board Member
KellyDoss
Board Member
Kevin Barber
CEO
14 | Annual Report | 2021
Consolidated Statements of Changes in Equity
Amounts in
USD1,000 Note
Share
capital
Other
paid-in
equity
Other
reserves
Currency
translation
Retained
earnings Total
Balance at
1January 2021
12,014 2,805 (2,852) (13,801) (45,032) (46,865)
Share based
compensation
— 4,388 — — 4,388
Private placement
related repair and
warrant exercises
(approved20May
and19August
2020)
8,819 10,105 34,820 — — 53,744
Private placement
(approved March
2021)
897 5,350 — — 6,248
Comprehensive
income
— — — (30,995) (30,995)
Balance at
31December
2021
12 21,730 22,649 31,968 (13,801) (76,027) (13,481)
Balance at
1January 2020
18,660 — — (14,356) (23,964) (19,660)
Reduction of
share capital by
reduction of PAR
(17 ,726) 17 ,726 —
Share based
compensation
626 626
Private placement,
warrant exercises
and subsequent
offerings, total
(approved20May
and19August
2020)
11,081 2,179 (2,852) 10,409
Comprehensive
income
555 (38,794) (38,239)
Balance at
31December
2020
12 12,014 2,805 (2,852) (13,801) (45,032) (46,865)
Annual Report | 2021 | 15
Consolidated Cash Flow Statements
Amounts in USD1,000 Note 2021 2020
Cash flows from operating activities
Profit (loss) before income tax (30,963) (38,794)
- Share-based remuneration 19 4,933 626
-Depreciationandamortization 6 46 23
- Loss / (Gain) on sale of fixed assets 6 — (50)
- Changes in working capital and non-cash items 50 (495)
Net financial items 11,386 26,803
Net cash from operating activities (14,548) (11,886)
Cash flows from investing activities
Purchases of property, plant and equipment 6 (1,839) (248)
Proceeds from sale of fixed assets 6 — (89)
Interest received 1 27
Net cash from investing activities (1,838) (310)
Cash flows from financing activities
Proceeds from issuance of shares 12 25,172 13,259
Interest paid (3,199) (3,185)
Lease installments 8 (4,523) (960)
Net cash from financing activities 17 ,450 9,114
Net increase (decrease) in cash and bank deposits 1,063 (3,082)
Cash and bank deposits at the beginning of the year 5,790 8,872
Cash and bank deposits at the end of the year* 6,853 5,790
*Includingrestrictedcash.SeeNote11.
16 | Annual Report | 2021
Notes to the
Consolidated Financial
Statements
1. Information about the group
Ensurge Micropower ASA (“Ensurge” or “the
Company”) was founded as Thin Film Electronics AS
(“Thinfilm”)on22December2005andwasr(“Thinfilm”) on 22 December 2005 and was renamedenamed
to Ensurge Micropower. The Company’s name
change to Ensurge Micropower ASA was approved
by shareholders at the Annual General Meeting on
3June2021andregisteredwiththeNorwegian
RegisterofBusinessEnterpriseson4June2021.
ReferenceismadetoNote29foradescriptionofthe
subsidiaries consolidated into the parent company
Ensurge Micropower ASA. The objectives of the
Company shall be the commercialization, research,
development and production of technology and
products related to solid-state lithium batteries.
These objectives may be carried out in full internally,
or in whole or in part externally through collaborative
effortswithoneormoreoftheCompany’secosystem
partners. The Company is a public limited liability
company incorporated and domiciled in Norway. The
addressofitsregisteredofficeisFridjofNansensf Nansens
Plass 4, Oslo, Norway. The company’s shares were
admittedtolistingattheOsloAxesson30January
2008andtotheOsloBørson27February2015.
On24March2015Ensurge’sAmericanDepository
Receipts(ADRs)commencedtradingintheUnited
StatesonOTCQXInternational.Ensurge’sADRwas
movedtoOTCQBwitheffecton23June2020.The
Company’s shares, listed on Oslo Børs in Norway,
tradeunderthesymbolENSU.TheCompany’sADRs,
listed on OTCQB in the United States, trade under the
symbolENMPY.Thesegroupconsolidatedfinancial
statements were resolved by the board of directors
on25April2022.
2. Accounting policies
The principal accounting policies applied in the
preparationoftheseconsolidatedfinancial
statements are set out below. These policies have
been consistently applied. For the purpose of
Notes to the Consolidated Financial Statements
ease of reading, the terms ”balance sheet” and
”accounting” and variations of these have been used
interchangeably with the IFRS terms ”statement of
financialposition”and”recognition”.
2.1 Basis of preparation
Theannualfinancialstatementshavebeen
preparedonahistoricalcostbasis.Thefinancial
statements of the group have been prepared in
accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU. The
accounting policies adopted are consistent with
thoseofthepreviousfinancialyear.IFRSis
continuously developed and recently published
standards, amendments and interpretations have
been reviewed and considered. None of the new
standards, amendments and interpretations that
applyasof1January2021hadanyimpactonnet
result or equity of Ensurge in 2021. Reference is
madetoNote2.20foradescriptionofchangesin
IFRS.
Going concern
Theboardconfirmsthatthefinancialstatementsof
the group, as well as the parent company, have been
prepared under the going concern assumption.
As of the date of this report, the company has
sufficientcashtofundoperationsintothethird
quarter.IftheTranche1warrantsarefullyexercised
on30June2022,thegroupandparentcompanywill
havesufficientfundstosupportoperationsthrough
the third quarter of 2022. If the warrants are not fully
exercised,the Company will need to seek alternative
sourcesoffinancingtocontinueoperations.
On2February2022,theCompanyannouncedthe
completion of a private placement of 125,561,401
shares (Tranche 1) and an allocation of 41,105,265
shares (Tranche 2) at a subscription price of
NOK0.60pershare,resultingingrossproceeds
ofNOK100million.Thesharecapitalincrease
associated with Tranche 1 has been duly registered in
the Register of Business Enterprises.
Annual Report | 2021 | 17
On24February2022,atanExtraordinaryGeneral
Meeting, shareholders approved an increase to
the authorized share capital to include the shares
allocated in Tranche 2, the warrants associated
with Tranche 1 and Tranche 2, and a 9:1 share
consolidation.
The private placement includes two non-tradeable
warrants for every share subscribed for in the
private placement at no additional cost and with
anexercisepriceequaltoNOK0.60[NOK5.40
post9:1shareconsolidation].50percentofthe
private placement warrants will be exercisable on
30June2022andtheremaining50percentwillbe
exercisableon30November2022.Ifthewarrants
arenotsufficientlyexercisedorthereisaneedfor
bridgefinancingpriortotheTranche2exercise
date, the Company will seek additional funds from
the investor market or from partnership funding.
However, if the group is not able to successfully raise
fundsasplanned,significantuncertaintywouldexist
as to whether the Company and group will continue
as going concerns. The board of directors monitors
thefinancialpositioncloselyandreceivesfrequent
reportsandforecastsonexpenditureandcashflow.
Refer to the Principal Risks section of this Annual
Report.
Asof31March2022,theCompanyhadacash
balanceofapproximatelyUSD11.7million.
2.2 Consolidation
Subsidiaries are all entities over which the group
has control. Control is achieved when the group is
exposed, or has rights, to variable returns from its
involvement with the investee and has the ability
toaffectthosereturnsthroughitspoweroverthe
investee.Specifically,thegroupcontrolsaninvestee
if, and only if, the group has:
• Power over the investee (i.e., existing rights that
give it the current ability to direct the relevant
activities of the investee)
• Exposure, or rights, to variable returns from its
involvement with the investee
• The ability to use its power over the investee to
affectitsreturns
Generally, there is a presumption that a majority
of voting rights results in control. To support this
presumption and when the group has less than
a majority of the voting or similar rights of an
investee, the group considers all relevant facts and
circumstances in assessing whether it has power over
an investee, including:
• The contractual arrangement(s) with the other vote
holders of the investee
• Rights arising from other contractual arrangements
• The group’s voting rights and potential voting rights
2.3 Foreign currency translation
(a) Functional and presentation currency
Theconsolidatedfinancialstatementsarepresented
inUSdollar(USD).
(b) Transactions and balances
Foreign currency transactions are translated
into the functional currency using the exchange
rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from
the settlement of such transactions and from the
translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign
currencies are recognized in the income statement.
(c) Group companies
Theindividualfinancialstatementsofasubsidiary
are prepared in the subsidiary’s functional currency.
Inpreparingtheconsolidatedfinancialstatements,
thefinancialstatementsofforeignoperationsare
translated using the exchange rates at year-end for
statementoffinancialpositionitemsandmonthly
average exchange rates for statement of income
items. Translation gains and losses are included
in other comprehensive income as a separate
component.Thetranslationdifferencederived
from each foreign subsidiary is reversed through
the statement of income as part of the gain or loss
arising from the divestment or liquidation of such a
foreign operation.
2.4 Property, plant and equipment
Property, plant and equipment is mainly comprised
of construction in progress on the roll-to-roll line,
laboratorytestequipment,andofficeequipment.
Property, plant and equipment is stated at historical
cost less depreciation and impairment losses.
Historical cost includes expenditure that is directly
attributable to the acquisition of the items. Given
the uncertainty related to its cash position and new
strategy,theCompany’sfixedassetswerefully
impairedat31December2019.
Subsequent costs are included in the asset’s carrying
amount or recognized as a separate asset, as
appropriate, only when it is probable that future
economicbenefitsassociatedwiththeitemwill
flowtothegroupandthecostoftheitemcanbe
measured reliably. The carrying amount of the
replaced part is derecognized. All other repairs and
maintenance are charged to the income statement
duringthefinancialperiodinwhichtheyareincurred.
Depreciationiscalculatedusingthestraight-line
method as follows:
18 | Annual Report | 2021
• Laboratory equipment — 5 years
• Officeequipment—3–5years
• Officefurnishingsandfittings—upto12years
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each
balance sheet date.
Gains and losses on disposals are determined by
comparing the proceeds with the carrying amount
and are recognized in the income statement.
2.5 Inventory
The Company has changed it’s strategy and hence
inventory is fully impaired. Historically, inventory,
components and components under production
were valued at the lower of cost and net realizable
value after deduction of obsolescence. Net realizable
value is estimated as the selling price less cost of
completion and the cost necessary to make the
sale. Costs are determined using the standard
cost method. The FIFO principle is applied. Work
in progress includes variable cost and non-variable
cost which can be allocated to items based on
normal capacity. Obsolete inventory is written down
completely.
2.6 Intangible assets
(a) Patents and licenses
Acquired patents and licenses are stated at historical
cost.Patentsandlicenseshaveafiniteusefullifeand
are carried at cost less accumulated amortization.
Amortization is calculated using the straight-line
method to allocate the cost of patents and licenses
over their estimated useful lives. An asset’s carrying
amount is written down to its recoverable amount
if the asset’s carrying amount is greater than its
estimated recoverable amount. In January 2014,
Ensurge acquired an IP portfolio consisting of
patents. These assets are initially recognized at
fair value and subsequently measured at cost, less
accumulated amortisation and impairment losses.
(b) Research and development
Research costs are expensed as they are incurred.
An intangible asset arising from development
expenditure on an individual project is capitalized
only when the group reliably can measure the
expenditure and can demonstrate;
• The technical feasibility of completing the intangible
asset so that it will be available for use or sale
• How the asset will generate future economic
benefits
• The group’s ability to obtain resources to complete
the project
Developmentcostsareamortizedovertheperiodof
expecteduseoftheasset.SeeNote7.
An asset’s carrying amount is written down to its
recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
2.7 Impairment of assets
Assetsthathaveanindefiniteusefullife,forexample
goodwill, are not subject to amortization and are
tested annually for impairment. Assets that are
subject to amortization are reviewed for impairment
whenever events or changes in circumstances
indicate that the carrying amount may not be
recoverable. An impairment loss is recognized for
the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less
costs of disposal and value in use. For the purposes
of assessing impairment, assets are grouped at
the lowest levels for which there are separately
identifiablecashflows(cash-generatingunits).Non-
financialassetsotherthangoodwillarereviewedfor
possible reversal of any previous impairment at each
reporting date.
2.8 Trade receivables and other
receivables
Trade receivables and other short-term receivables
are measured at initial recognition at fair value
and subsequently measured at amortized cost.
Short-term receivables, which are due within three
months, are normally not discounted. Impairment
of receivables is evaluated on a case-by-case basis.
Thegroupwritesoffatradereceivablewhenthere
is information indicating that the debtor is in severe
financialdifficultyandthereisnorealisticprospectof
recovery.
2.9 Cash and bank deposits
Cash and bank deposits include cash in hand,
deposits held at call with banks, other short-term
highly liquid investments with original maturities of
three months or less. Bank overdrafts are shown
within borrowings in current liabilities on the balance
sheet.
2.10 Share capital
Ordinarysharesareclassifiedasequity.Incremental
costs directly attributable to raising new equity are
shown as a deduction to the equity, net of tax.
2.11 Trade payables
The carrying amounts of trade and other payables
are the same as their fair values, due to their short-
term nature.
Annual Report | 2021 | 19
2.12 Deferred income tax
Deferredincometaxisrecognizedontemporary
differencesarisingbetweenthetaxbasesofassets
and liabilities and their carrying amounts in the
consolidatedfinancialstatements.However,the
deferred income tax is not accounted for if it arises
from initial recognition of an asset or a liability in
a transaction other than a business combination
thatatthetimeofthetransactionaffectsneither
accounting,nortaxableprofitorloss.Deferred
income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted
on the balance sheet date and are expected to
apply when the related deferred income tax asset is
realized or the deferred income tax liability is settled.
Deferredtaxassetsarerecognizedtotheextent
thatitisprobablethatfuturetaxableprofitwillbe
availableagainstwhichthetemporarydifferences
canbeutilized.Deferredtaxliabilitiesarerecognized
fortaxabletemporarydifferences.
2.13 Employee remuneration
Terminationbenefitsarepayablewhenemployment
is terminated by the group before the normal
retirement date, or whenever an employee accepts
voluntaryredundancyinexchangeforthesebenefits.
Thegrouprecognizesterminationbenefitswhenitis
demonstrably committed to either: terminating the
employment of current employees according to a
detailed formal plan without possibility of withdrawal;
orprovidingterminationbenefitsasaresultofan
offermadetoencouragevoluntaryredundancy.
Benefitsfallingduemorethan12monthsafterthe
balance sheet date are discounted to present value.
Thecompanyonlyholdsdefinedcontributionpension
plans. Contributions are expensed and paid when
earned.
2.14 Revenue recognition
Revenue is recognized at the amount that the
Company expects to be entitled to and expects to
collect under the contract. If a contract has multiple
performance obligations, the transaction price is
allocatedtoeachperformanceobligationidentified
in the contract on a relative stand-alone selling price
basis. Revenue is shown net of value-added tax,
returns, rebates and discounts and after eliminating
sales within the group.
(a) Sales of goods
During2020,thegroupsoldElectronicArticle
Surveillance (EAS) anti-theft tags from existing
inventory. The performance obligation was to deliver
distinctive goods, and the performance obligation
wassatisfiedwhenthecontrolwastransferredto
the customer being at the point of delivery of the
goods. Sales of goods were recognized when the
performanceobligationwassatisfied,thecosts
incurred with respect to the transaction could be
measured reliably, and Ensurge retained neither
continuing managerial involvement to the degree
usuallyassociatedwithownershipnoreffective
control over the goods sold.
(b) Rendering of services
The group provides engineering and support services
to strategic customers and partners.
2.15 Government grants
Government grants are recognised when there is
reasonable assurance that the grant will be received,
and the conditions will be complied with. Grants
are recognised as other income over the period
necessary to match them with the related costs,
for which they are intended to compensate, on a
systematic basis.
2.16 Financial liabilities
(a) Borrowings
Borrowings are initially recognized at cost and
subsequently measured at amortized cost using
theeffectiveinterestmethod.Amortizedcostis
calculated by taking into account any issue costs as
well as discount or premium on settlement. Financial
liabilities are presented as current if the liabilities are
due to be settled within 12 months after the balance
sheet date.
(b) Leases
All leases are recognized in the balance sheet as a
right-of-use (“ROU”) asset with a corresponding lease
liability, except for short term assets in which the lease
term is 12 months or less, or low value assets. ROU
assets represent a right to use an underlying asset
for the lease term and lease liabilities represent an
obligation to make lease payments arising from the
lease. Right-of-use assets are depreciated linearly
over the lifetime of the related lease contract. The
depreciation of ROU asset is recognized over the
lease term, and interest expenses related to the
leaseliabilityareclassifiedasfinancialitemsinthe
income statement. Right-of-use assets are tested for
impairment in accordance in accordance with IAS 36.
Ensurge determines if an arrangement is a lease
at inception. Assets and liabilities arising from a
lease are initially measured on a present value
basis. Lease liabilities include the net present value
offixedpayments,lessanyleaseincentives.The
Company’s incremental borrowing rate based on the
information available at commencement date is used
in determining the present value of lease payments.
Extension options are included when it, based on
management’s judgement, is reasonably certain to
be exercised. ROU assets are measured at cost and
include the amount of the initial measurement of
20 | Annual Report | 2021
lease liability, any lease payments made at or before
the commencement date less any lease incentives
received, any initial direct costs, and restoration
costs. Payments associated with short-term leases
and leases of low-value assets are recognised on
a straight-line basis as an expense in the income
statement. Short-term leases are leases with a lease
term of 12 months or less and low-value assets.
2.17 Share based remuneration and
derivatives over own shares
(a) Share based remuneration
Equity-settled share-based payments to employees
are measured at the fair value of the equity
instruments at grant date. The fair value of the
instruments is determined using a Black-Scholes
option pricing model. The fair value determined at
the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over
the vesting period, based on the Group’s estimate
of equity instruments that will eventually vest, with a
corresponding increase in equity. At the end of each
reporting period, the Group revises its estimate of the
number of equity instruments expected to vest.
For social security contribution related to equity
settled share-based payment transactions with
employees, a liability is recognized. The liability is
initially measured at the fair value of the liability. At
the end of each reporting period until the liability is
settled, and the date of settlement, the fair value of
the liability is remeasured, with any changes in fair
valuerecognizedinprofitorlossfortheyear.
(b) Derivatives over own shares
The warrants are derivatives over own shares and
the exercise price is denominated in Norwegian
Kroner (NOK), while the functional currency of the
CompanyistheUSDollar.Asaresultofthisdifference
in currencies, the proceeds received by the Company
varied based on foreign exchange rates. Thus, the
fixedforfixedcriteriainIAS32.11isnotmet.Further,
the warrants were not allocated pro rate to all existing
owners of the same class of own equity instruments
and did not meet the strict criteria for the rights
issue exemption in IAS 32.11. Thus, the warrants are
classifiedasderivativeliabilities(scopedunderIFRS9)
and measured at fair value (in accordance with IFRS
13)inthestatementoffinancialposition.Anychanges
in fair value from period to period were recorded as a
non-cash gain or loss in the consolidated statement of
net loss/(income) and comprehensive loss/(income).
Upon exercise, the holders paid the Company the
respective exercise price for each warrant exercised
in exchange for one common share of Ensurge
Micropower ASA and the fair value at the date of
exercise and the associated non-cash liability was
reclassifiedtoequity.Thenon-cashliabilityassociated
with any warrants that expired are recorded as a gain
in the consolidated statement of net loss/(income)
and comprehensive loss/(income) when the liability
was extinguished/expired.
2.18 Cash flow statement
Thecashflowstatementispreparedinaccordance
with the indirect method.
2.19 Segment information
Operating segments, according to IFRS 8, are
reported in a manner consistent with the internal
reporting provided to the chief operating decision-
maker. The chief operating decision-maker, who
is responsible for allocating resources, assessing
performance and making strategic decisions, has
beenidentifiedastheChiefExecutiveOfficer(CEO).
Based on Ensurge’s current deliveries, performance
obligations, customer characteristic and other
information, it has been assessed that Ensurge
has only one operating segment. Hence, primarily
information according to IFRS 8 paragraphs 32–34 is
provided.
2.20 Changes in accounting principles
Ensurgehas,witheffectfrom1January2021,
implemented the amendments to IFRS 16 Covid 19
related Rent Concessions, IFRS 4 Insurance contracts
deferral of IFRS 9 and IFRS 9, IAS 39, IFRS 7, IFRS
4 and IFRS 16, the interest rate benchmark reform
phase 2. The implementation of these standards has
not had a material impact on the Group in the current
reporting period. The Group has not chosen to adopt
early any standards, interpretations or amendments
thathavebeenissuedbutarenotyeteffective.
2.21 Approved standards and
interpretations not yet in effect
In addition to these standards, the following new
and revised IFRSs have been issued but were not
mandatory for annual reporting periods ending
on31December2021.TheGroupwillassessthe
potential impact of these new and revised standards
in due course.
• Amendments to IFRS 3: Reference to the
Conceptual Framework
• Amendments to IAS 16: Property, Plant and
Equipment: Proceeds before intended use
• Amendments to IAS 37: Onerous Contracts – Cost
ofFulfillingaContract
• IFRS 1, IFRS 9, IFRS 16, IAS 41: Annual
Improvements to IFRS Standards 2018-2020
• Amendments to IAS I and IFRS Practice Statement
2:FinancialStatements:ClassificationofLiabilities
Annual Report | 2021 | 21
asCurrentorNon-current,DisclosureofAccounting
policies
• AmendmenttoIAS8:DefinitionofAccounting
Estimates
• AmendmentstoIAS12:DeferredTaxrelated
to Assets and Liabilities arising from a Single
Transaction
• IFRS 17 Insurance contracts and amendments
3. Segment information
Ensurge’s business consists of sale of products,
services and development of electronic products and
related solutions. The CEO has determined that the
group has only one operating segment. Consequently,
no additional segment information is disclosed.
ReferenceismadetoNote14,15and16forentity-wide
disclosures.
4. Capital management and
financial risk
4.1 Capital management
The group manages its capital to ensure that entities
in the group will be able to continue as a going
concern. The capital structure of the group consists
of equity and current and non-current interest-
bearing liabilities. The group is not subject to any
externally imposed capital requirements apart
from the requirements according to national laws
and regulations for limited liability companies. In
September 2019, the Company’s subsidiary, Ensurge
Micropower, Inc. closed an equipment term loan
facilitywithUticaLeaseco,LLCforUSD13.2million
securedbyselectfixedassets(seeNote6).Theterms
of the Master Lease Agreement were interest-only
monthlypaymentsforthefirstsixmonths,followed
by three months of interim payments, and thereafter
a four-year amortization period during which monthly
principal and interest payments are due. The Company
entered into First Amendment to lease documents
(Amendment) in April 2020. The new terms of the
amended agreement were that the lessor agreed to
accept reduced payments for the month of April 2020,
and interest-only payments for May-November 2020,
and thereafter to re-amortize the remaining balance of
the transaction. The Company entered into the Second
Amendment to the lease documents (Amendment)
inDecember2020.Thenewtermsoftheamended
agreement are that the lessor agreed to accept
modifiedpaymentsfromJanuarythroughJune2021.
In July 2021, regular payments resumed, and included
a lump sum “true up” payment for each Schedule
torepaythedifferenceoftheamountsdueandthe
reduced payments permitted under this Amendment.
The Company used the proceeds from the loans for
working capital to fund ongoing operations and to pay
for remaining scheduled payments for the R2R line.
The company is working on obtaining additional equity
funding.SeeNote2.1Goingconcern.
4.2 Financial risk factors
Ensurgeisexposedtocertainfinancialrisksrelated
to exchange rates and interest level. These are,
however,insignificantcomparedtothebusinessrisk.
(a) Market risk factors
(i) Currency risk
The Group has the majority of its operations in the
USA.Asof31December2021,approximately83%
of the Company’s cash balance was denominated
inUSD,inordertomitigatecurrencyriskassociated
withtheincreasedvalueoftheUSDrelativetoNOK.
Management monitors this risk and will take the
appropriate actions to address it as the situation
requires.
(ii) Interest risk
Ensurge Micropower, Inc., the U.S. operating
subsidiary and global headquarters of the Ensurge
Micropower Group, closed an equipment term
loanfacilitywithUticaLeaseco,LLCforfinancing
ofUSD13.2million,whichfundedintwotranches
during the month of September 2019. The interest
rateassociatedwiththisdebtisfixed,and
therefore, does not present the potential risk that
wouldbeassociatedwithinterestratefluctuations.
(b) Credit risk
The company has some credit risks relating to
receivables. The loss on receivables has historically
been low.
In connection with the relocation of Ensurge’s US
headquartersin2017,aUSD1,600thousandLetter
of Credit was issued by Ensurge Micropower ASA to
the landlord of the Junction Avenue facility located
in San Jose, California. In addition, the Company
entered into a Tenancy Guaranty with the landlord as
additional security of the rent payments. The initial
guarantyliabilityamountedtoUSD5,000thousand
andreducesonanannualbasisbyUSD500
thousand per year, commencing with the second
lease year until the liability reaches zero dollars. As of
31December2021,theguarantyliabilityamounted
toUSD3,000thousand.Apartfromthat,Ensurgehas
not issued additional material guarantees.
(c) Liquidity risk
Aside from the equipment term loan facility of
USD13.2millionclosedinSeptember2019,Ensurge
does not have any other material interest-bearing
debt. In addition, the company has a continued
obligation under a lease agreement signed in
22 | Annual Report | 2021
November 2016 relating to its U.S. headquarters in San
Jose, California.
TheCompanywasabletoraiseequityfinancingin
2021 but is not yet cash generative and operates at
a loss. There is uncertainty tied to the generation of
futurecashflowinconnectionwiththeCompany’s
newbusinessstrategy.AsdescribedinNote2.1Basis
of preparation, the Company is currently pursuing
alternative forms of generating cash in order to meet
itsfinancialobligations.Thereisnoassurancethatthe
Company will be successful in raising funds. Failure to
obtain future funding, when needed or on acceptable
terms,wouldadverselyaffectitsabilitytocontinueas
a going concern.
4.3 Fair value estimation
The carrying amounts of trade and other receivables
and payables are considered to be the same as their
fair values, due to their short-term nature. Accounts
payable and accrued liabilities with due date within
12 months have been recognized at carrying value.
4.4 Financial instruments
Ensurgeisnotpartytoanytransactionsorfinancial
instruments which are not recorded in the balance
sheet or otherwise disclosed.
5. Critical accounting estimates
and judgments
Thefinancialstatementsofthegrouphavebeen
prepared based on the going concern assumption.
Estimates and judgments are continually evaluated
and are based on historical experience and other
factors, including expectations of future events
that are believed to be reasonable under the
circumstances.ReferenceismadetoNote2.1Going
concern. The Group makes estimates and assumptions
concerning the future. The resulting accounting
estimateswill,bydefinition,rarelyequaltherelated
actual results.
Theestimatesandassumptionsinthefinancial
statements of the group mainly relate to share
based compensation, warrants, deferred tax assets,
accounting for research and development, intangible
assets, property, plant and equipment and leases.
Share based compensation:
Ensurge estimates the fair value of options at the
grant date. As the subscription rights are structured
equal to an option, the Black-Scholes option pricing
model is used for valuing the share subscription
rights. The model uses the following parameters;
the exercise price, the life of the option, the current
price of the underlying shares, the expected volatility
of the share price, the dividends expected on the
shares, and the risk-free interest rate for the life of
the option. The cost of share based remuneration is
expensed over the vesting period. Such estimates
are updated at the balance sheet date. Changes in
this estimate will impact the expensed cost of share
based remuneration in the period. The variables,
assumptions and relevant theoretical foundations
used in the calculation of the fair value per share
subscription right is estimated according to the
IFRS2standard.
Warrants:
Thewarrantswereclassifiedasderivativeliabilities
(scopedunderIFRS9)andmeasuredatfairvalue
(inaccordancewithIFRS13)inthestatementof
financialposition.Themodelusesthefollowing
parameters: the exercise price, the life of the warrant,
the current price of the underlying shares, the
expected volatility of the shares and the risk free
interest rate for the life of the warrant. Changes in the
estimatewillimpactthefinancialitemsintheprofit
andlossstatements.ThewarrantsexpiredinQ32021.
Deferred tax assets:
Deferredtaxassetsrelatedtolossescarriedforward
are recognized when it is probable that the loss
carried forward may be utilized. Evaluation of
probability is based on historical earnings, expected
future margins and the size of the order back-log.
Future events may lead to these estimates being
changed. Such changes will be recognized when
reliable new estimates can be made. No deferred tax
assets have been recognized in the balance sheet as
of31December2021.
Research and development:
Research costs are expensed as incurred.
Developmentexpenditureonanindividualproject
is recognised as an intangible asset only when
Ensurge can demonstrate the technical feasibility
of completing the intangible assets so that it will be
available for use or sale, the Company’s intention and
capability of completing the development and realize
theasset,andthenetfuturefinancialbenefitsofuse
orsale.Determiningwhetheranexpensemeetsthe
definitionofadevelopmentcostrequiresjudgment
to be applied. Capitalized development costs as of
31December2021arefullyimpaired.SeeNote7.
Intangible assets:
In connection with the purchase of certain assets
from Kovio, Inc., in January 2014, Ensurge acquired
an IP portfolio of ninety patent families. In addition,
Ensurge has acquired certain licenses and capitalized
certain development costs relating to printed
batteries. These assets are recognized in the balance
sheet as intangible assets and valued at fair value
less accumulated amortization and impairment
Annual Report | 2021 | 23
losses. The book value is dependent on the successful
development of the technology in the Parent
Companyandinthesubsidiaries.Asof31December
2021 the intangible assets are fully impaired. See
Note7.
Property, plant and equipment (PPE):
In connection to establishing US headquarters in
San Jose, Ensurge has invested in PPE, including
aroll-basedproductionline.Determiningwhether
equipment / a tool a) is under construction b)
is ready for use in production c) will generate
sufficientnetfuturebenefitsonastand-alone
basis or as part of a production line, requires
judgment to be applied. Similarly, any subsequent
reversal will require judgment to be applied. The
corporate restructuring announced in 2019 triggered
impairment testing relating to these assets. See
Note6forquantificationofbookvaluesand
impairments.
Lease:
The Company entered into a lease agreement in
November 2016 relating to the property building of
its US headquarters in San Jose, California. Ensurge
assesses whether the lease has been impaired by
applying the requirements in IAS 36 - Impairment
ofassets.Asof31December2021,thebookvalue
oftheleasedbuildingisUSD0thousand,whereas
thebookvalueoftheleaseliabilityisUSD12,175
thousand.SeeNote8.
24 | Annual Report | 2021
6. Property, plant and equipment
Amounts in USD1,000
Laboratory and
production equipment
Useful life, years 5
2021
Accumulatedcoston1January2021 50,773
Additions 1,839
Accumulated cost 31December 2021 52,612
Accumulated depreciation
Accumulated depreciation and impairments on
1January2021
(50,547)
Depreciationexpenses (32)
Accumulated depreciation and impairment
31December 2021
(50,579)
Net book value 31December 2021 2,033
2020
Accumulatedcoston1January2020 50,858
Additions 248
Sale / disposal of assets (333)
Accumulated cost 31December 2020 50,773
Accumulated depreciation
Accumulateddepreciationon1January2020 (50,858)
Depreciationexpenses (22)
Impairment 333
Accumulated depreciation 31December 2020 (50,547)
Net book value 31December 2020 226
All property, plant and equipment are based in San Jose, California.
Impairment:
The company revised its strategy in 2019 and impaired the production related assets. This triggered an
impairment test. Management views the roll-to-roll technology, production facility and related assets as
broadly applicable to multiple potential applications, including for use in its strategy to develop and produce
a new and innovative class of ultrathin, ultrasafe solid-state lithium batteries for wearable devices, connected
sensors. However, management believes that the ‘value in use’ is not readily supportable, as it has only been
forecastedinafinancialmodel,withnorealdatatosupporttheestimates.Asthereisnoobservablemarket
dataontheseassets,managementhavenotbeenabletofindareliableestimateon‘fairvaluelesscoststo
sell’.Duetotheseuncertaintiestheassets,includingintangibleassets(seeNote7)andright-of-useassets(see
Note8)werefullyimpairedasof31December2019.Iftherevisedstrategyissuccessful,theCompanymay
reverse some or all of the impairment of production related assets.
Assets pledged as security:
The majority of production facility assets, including the roll-to-roll (R2R) production facility, have been pledged
tosecureborrowingsofthegroup(seeNote14).Thegroupisnotallowedtopledgetheseassetsassecurity
for other borrowings or to sell them to another entity.
Annual Report | 2021 | 25
7. Intangible assets
Amounts in USD1,000
Purchased
intellectual
property
Capitalized
development
costs Total
Amortization period, years (linear) 13–16
2021
Acquisition cost
Accumulatedcoston1January2021 1,791 1,630 3,421
Additions — — —
Accumulated cost 31December 2021 1,791 1,630 3,421
Accumulated amortization and impairment on
1January2021
(1,791) (1,630) (3,421)
Amortization — — —
Amortization and Impairment 31December 2021 (1,791) (1,630) (3,421)
Net book value 31December 2021 — — —
2020
Acquisition cost
Accumulatedcoston1January2020 1,791 1,630 3,421
Accumulated cost 31December 2020 1,791 1,630 3,421
Accumulated amortization and impairment on
1January2020
(1,791) (1,630) (3,421)
Amortization and Impairment 31December 2020 (1,791) (1,630) (3,421)
Net book value 31December 2020 — — —
Ensurge revised its strategy in 2019 and impaired all intangible assets. If the revised strategy is successful,
theCompanymayreversesomeoralloftheimpairmentofintangibleassets.SeeNote6.
8. Right-of-use assets
The Company entered into a lease agreement in November 2016 relating to the building of its US headquarters
in San Jose, CA. The lease in San Jose expires in September 2028. Ensurge applies exemption for short term
leases (12 months or less) and low value leases. The borrowing rate applied in discounting of the nominal lease
debt is 7.25%. Right-of-use assets are depreciated linearly over the lifetime of the related lease contract.
Amounts in USD1,000 Lease Liability
Leaseliabilityrecognizedat1January2021 13,244
Lease payment (see note below) (1,996)
Interest expense 927
Lease liability as of 31December 2021 12,175
Formaturityscheduleofminimumleasepayments,seeNote14.
26 | Annual Report | 2021
Inthestatementofcashflow,theprincipalportionsofleasepaymentsareincludedinlineLeasepaymentwith
anamountofUSD1,069thousand,andinterestportionofthepaymentareincludedinlineInterestpaidwith
anamountofUSD927thousand.Botharepresentedascashflowfromfinancingactivities.
Asmallpartofthebuildingwassub-leasedandclassifiedasoperatingleasein2020.Theincomein2020
amountstoUSD109thousandispresentedasotherincome(seeNote18).
9. Inventory
Amounts in USD1,000 31 December 2021 31 December 2020
Finished goods 514 —
Raw materials 215 638
Net book value — —
Inventory reserved 729 638
10. Trade and other receivables
Amounts in USD1,000 31December 2021 31December 2020
Customer receivables 174 141
Other receivables, prepayments 5,076 4,422
Income tax prepayments — 5
Less: provision for impairment of receivables and
prepayments
(3,428) (3,428)
Receivables — net 1,822 1,140
Ofthis,receivablesfromrelatedparties(Note24) — —
Ofotherreceivables,prepaymentsofUSD3,287thousand(whichisfullyimpaired);(2020:USD3,287
thousand) relate to equipment for San Jose site not yet delivered. All receivables are due within one year
and book value approximates fair value.
Othernon-currentfinancialreceivablesofUSD573thousandmostlyrelatestosecuritydepositheldby
Utica Leaseco, LLC.
Total receivables are denominated in currencies as shown below
Amounts in USD1,000 31December 2021 31December 2020
DenominatedinNOK 918 209
DenominatedinSEK — 10
DenominatedinUSD 904 921
Total 1,822 1,140
TradereceivablesUSD140thousandwerepastduebymorethan90days.
The group writes off a trade receivable when there is information indicating that the debtor is in severe
financial difficulty and there is no realistic prospect of recovery.
Annual Report | 2021 | 27
11. Cash and bank deposits
Amounts in USD1,000 31December 2021 31December 2020
Cash in bank excluding restricted cash 5,221 3,925
DepositforLetterofCredit(restricted) 1,626 1,626
Proceeds pending from warrant exercises (restricted) 0 229
Depositforwithheldtax(restricted) 6 10
Total 6,853 5,790
PayablewithheldtaxamountsinNorwayat31December2021wereUSD0thousand(2020:USD0thousand).
12. Share capital, warrants and subscription rights
Number of shares Number of warrants
Shares at 1January 2021 985,548,186 679,182,172
Shares issued 68,922,869 —
Warrants exercised and issued 636,345,839 (636,345,839)
Warrants exercised, paid and unissued
at31December2020
17,212,094
Warrants exercised, pending payment
andunissuedat31December2020
38,468,864
Expired warrants (42,836,333)
Shares at 31December 2021 1,746,497,852 —
Shares at 1January 2020 58,593,581 —
Shares issued 697,301,779 —
Allotment of warrants 982,351,512
Warrants exercised and issued 229,652,826 (229,652,826)
Exercise, paid and unissued (17,212,094)
Exercise, pending payment and unissued (38,468,864)
Expired warrants (17,835,556)
Shares at 31December 2020 ** 985,548,186 679,182,172
**55,680,958 exercised but not registered warrants are excluded from issued shares in this table.
Number of subscription rights
1January –
31December2021
1January –
31December2020
Subscription rights opening balance 84,168,580 5,373,230
Grant of incentive subscription rights 117,909,714 81,363,440
Terminated, forfeited and expired
subscription rights
(10,569,496) (2,568,090)
Exercise of subscription rights — —
Subscription rights closing balance 191,508,798 84,168,580
AttheExtraordinaryGeneralMeetingof19August2020,theshareholdersapprovedgrantsofatotalof13,800,000
incentivesubscriptionrightstofourboardmembers.TheexercisepriceisNOK0.15[NOK1.35post9:1share
consolidation]pershare,provided,however,that,subjecttotheboard’sdiscretion,theexercisepricemaybeset
higherthanNOK0.15toavoidanyissueswithtaxationinthejurisdictionofthedirector.Tothisend,thesubscription
rightsgrantedtoboardmembersJonCastorandKellyDosson19August2020haveanexercisepricepershareof
28 | Annual Report | 2021
NOK0.3415[NOK3.07post9:1shareconsolidation]pershare.50percentofthesubscriptionrightsbecamevested
andexercisableon3June2021,andtheremaining50percentofthesubscriptionrightswillbecomevestedand
exercisableontheearliestofthedateimmediatelyprecedingthe2022AnnualGeneralMeetingand30June2022.
Theboardofdirectorsresolvedon11September2020toissue60,031,441incentivesubscriptionrightsto
employees in the Ensurge group. The grant was made under the Company’s 2020 incentive subscription rights plan
asresolvedattheExtraordinaryGeneralMeetingon19August2020.Theexercisepriceofthesubscriptionrightsis
NOK0.2840[NOK2.56post9:1shareconsolidation]pershare.Thesubscriptionrightsvestby50percentperyear
overtwoyearsandexpireon19August2025.
Inconnectionwiththe15April2020ExtraordinaryGeneralMeeting,theCompanyconductedareductionofpaid
in capital by reduction in par value of shares in accordance with the Norwegian Public Limited Companies Act to
cover the losses. The implication of this action is that a resolution to distribute dividends may not be adopted until
three years have elapsed from the registration in the Register of Business Enterprises, unless the share capital
subsequently has been increased by an amount at least equal to the reduction. The Board proposed and the
shareholdersapprovedareductioninsharecapitalbyareductionoftheparvalueofthesharesfromNOK2.20
toNOK0.11[NOK0.99post9:1shareconsolidation]persharetocoverlosses.Inordertosecurethecommitment
by the consortium of investors, in May 2020, the Board resolved and issued 5,859,357 shares to investors at
asubscriptionpricepershareofNOK0.11[NOK0.99post9:1shareconsolidation],equalingtheproposed
subscriptionpriceinthePrivatePlacement.Thecurrentboardauthorizationwasapprovedatthe23October2019
extraordinary general meeting.
AttheExtraordinaryGeneralMeetingof20May2020,theproposalsintheNoticeoftheExtraordinaryGeneral
Meeting were approved by the shareholders.
1 The Company completed the private placement and issued 227,272,727 new shares, thereby increasing
sharecapitalbyNOK32,089,823.15dividedinto291,725,665shares,eachsharehadaparvalueof
NOK0.11[NOK0.99post9:1shareconsolidation].Foreachprivateplacementshareoffered,twowarrants
(“Warrants”) were attached and issued to such subscriber. A total of 454,545,454 warrants were issued as
part of the private placement. The warrants were issued free of charge. Each warrant entitled the holder
todemandtheissuanceofone(1)shareintheCompany.Thefirsttrancheofwarrants,totaling227,272,727
warrants(“WarrantA”),expiredon31December2020,hadanexercisepricepershareofNOK0.11
[NOK0.99post9:1shareconsolidation].Thesecondtrancheofwarrants,totaling227,272,727warrants
(“WarrantB”),expiredon20August2021,andhadanexercisepricepershareofNOK0.25[NOK2.25post
9:1shareconsolidation].
2 ThesubsequentofferingraisedNOK7millionwiththeissuanceof63,636,363sharesatasubscription
priceofNOK0.11[NOK0.99post9:1shareconsolidation].Thesubscriptionperiodexpiredon29June
2020.Followingpaymentsofthesubscriptionamountsandtheregistrationofthesubsequentoffering
withtheNorwegianRegisterofBusinessEnterprises,thesharecapitalwasNOK39,089,823.08divided
into355,362,028shares,eachwithaparvalueofNOK0.11[NOK0.99post9:1shareconsolidation].For
everysharesubscribedforandallocatedinthissubsequentoffering,two(2)warrantswereattachedand
issuedtosuchsubscriber.Asaconsequenceofthissubsequentofferingbeingfullysubscribed,atotal
of127,272,726warrantswereissuedaspartofthissubsequentoffering.Thewarrantswereissuedfreeof
charge.Eachwarrantentitledtheholdertodemandtheissuanceofone(1)shareintheCompany.Thefirst
trancheofwarrants,totaling63,636,363warrants(“WarrantA”),expiredon31December2020,andhad
anexercisepricepershareofNOK0.11[NOK0.99post9:1shareconsolidation].Thesecondtrancheof
warrants,totaling63,636,363warrants(“WarrantB”),expiredon20August2021,andhadanexerciseprice
pershareofNOK0.25[NOK2.25post9:1shareconsolidation].
AttheExtraordinaryGeneralMeetingof19August2020,theproposalsintheNoticeoftheExtraordinary
General Meeting were approved by the shareholders.
1 The Company completed the private placement of 333,866,666 new shares at a subscription price of
NOK0.15[NOK1.35post9:1shareconsolidation],therebyincreasingsharecapitalbyNOK50,080,000.
EachsharehadaparvalueofNOK0.11[NOK0.99post9:1shareconsolidation].Foreachprivate
placement share, a warrant was attached and issued to each subscriber. As a consequence of the private
placementofferingbeingfullysubscribed,atotalof333,866,666warrantswereissuedaspartofthe
offering.ThewarrantshadanexercisepriceofNOK0.25[NOK2.25post9:1shareconsolidation]and
expired30June2021.
2 ThesubsequentofferingraisedNOK10millionwiththeissuanceof66,666,666sharesatasubscription
priceofNOK0.15[NOK1.35post9:1shareconsolidation].Thesubscriptionperiodexpiredon15September
2020withthesharesregisteredon1October2020.Foreverysharesubscribedforandallocatedinthe
Annual Report | 2021 | 29
subsequentoffering,awarrantwasattachedandissuedtosuchsubscriber.Asaconsequenceofthe
subsequentofferingbeingfullysubscribed,atotalof66,666,666warrantswereissuedaspartofthe
subsequentoffering.Thewarrantswereissuedfreeofcharge.Eachwarrantentitledtheholdertodemand
the issuance of one (1) share in the Company. The warrants, totaling 66,666,666 (“Warrant C”), had an
exercisepriceofNOK0.25[NOK2.25post9:1shareconsolidation]andexpired30June2021.
On1March2021,theCompanyannouncedthecompletionofaprivateplacementof68,922,869sharesata
subscriptionpriceofNOK0.82[NOK7.38post9:1shareconsolidation]pershare,resultingingrossproceedsof
NOK56.5million.
Theboardofdirectorsresolvedon19January2021togrant978,860subscriptionrightstoemployeesinthe
Ensurge Group. The grants were made under the Company’s 2020 Subscription Rights Incentive Plan, as
resolved at the Extraordinary General Meeting on 19 August 2020. The exercise price of the subscription rights
isNOK0.6225[NOK5.6025post9:1shareconsolidation]pershare.Thesubscriptionrightsvestby50%per
yearovertwoyearsandexpireon19August2025.
Theboardofdirectorsresolvedon19January2021togrant23,316,694subscriptionrightstoemployeesinthe
Ensurge Group. The grants were made under the Company’s 2020 Subscription Rights Incentive Plan, resolved
attheExtraordinaryGeneralMeetingon19August2020.Theexercisepriceofthesubscriptionrightsis
NOK0.6225[NOK5.6025post9:1shareconsolidation]pershare.Thesubscriptionrightsvestby50%peryear
overtwoyearsandexpireon19August2025.
Theboardofdirectorsresolvedon19January2021togrant7,024,580subscriptionrightstothemembersof
theBoardofDirectorsoftheCompany.TheexercisepricetobepaidpershareisNOK0.15[NOK1.35post9:1
shareconsolidation]pershareforMortenOpstadandPreetiMardia,whiletheexercisepricepershareforJon
CastorandKellyDossisNOK0.6225[NOK5.6025post9:1shareconsolidation].Thesubscriptionrightsvestby
50%peryearovertwoyearsandexpireon19August2025.
Theboardofdirectorsresolvedon12March2021toissueatotalof350,000incentivesubscriptionrightsto
employees in the Ensurge group. The grants were made under the Company’s 2020 incentive subscription
rightsplanasresolvedattheExtraordinaryGeneralMeetingon19August2020.Theexercisepriceofthe
subscriptionrightsisNOK0.7601[NOK6.8409post9:1shareconsolidation]pershare.Thesubscriptionrights
vestby50%peryearovertwoyearsandexpireon19August2025.
Theboardofdirectorsresolvedon16April2021toissueatotalof475,000incentivesubscriptionrightsto
employees in the Ensurge group. The grants were made under the Company’s 2020 incentive subscription
rightsplanasresolvedattheExtraordinaryGeneralMeetingon19August2020.Theexercisepriceofthe
subscriptionrightsisNOK0.8110[NOK7.299post9:1shareconsolidation]pershare.Thesubscriptionrights
vestby50%peryearovertwoyearsandexpireon19August2025.
Theboardofdirectorsresolvedon6May2021toissueatotalof800,000incentivesubscriptionrightsto
employees in the Ensurge group. The grants were made under the Company’s 2020 incentive subscription
rightsplanasresolvedattheExtraordinaryGeneralMeetingon19August2020.Theexercisepriceofthe
subscriptionrightsisNOK0.7954[NOK7.16post9:1shareconsolidation]pershare.Thesubscriptionrights
vestby50%peryearovertwoyearsandexpireon19August2025.
AttheExtraordinaryGeneralMeetingheldon19August2020(the“EGM”)whereby,the2020Subscription
Rights Incentive program for employees (“2020 SR Plan”) and the subscription rights program for the Board of
Directors(“2020BoardPlan”)wereresolved.Duetothesubstantialnumberofwarrantsissuedinconnection
with the two private placements in 2020, the maximum numbers of subscription rights issuable under the 2020
SRPlanand2020BoardPlanwerecalculatedbasedonapercentageofthesharecapitalona“FullyDiluted”
basis, taking into account issued and outstanding warrants, but always limited to 10% and 2%, respectively, of
the Company’s share capital. Practically speaking, this provided that more incentive subscription rights can be
issued, as anti-dilution grants, once warrants become exercised (“Anti-dilutive Grants”).
FurthertosuchEGMresolutions,theCompanyhason12May2021resolvedtoissueatotalof54,334,574
incentive subscription rights to employees in the Ensurge group and 13,583,644 incentive subscription rights
tomembersoftheBoardofDirectors.ThegrantsweremadeundertheCompany’s2020SRPlanand2020
BoardPlan,respectively,asapprovedbytheEGM.TheexercisepriceofthesubscriptionrightsisNOK0.7757
[NOK6.9813post9:1shareconsolidation]pershare,providedhoweverthattheexercisepriceforEuropean
BoardmembersisNOK0.15[NOK1.35post9:1shareconsolidation].Thesubscriptionrightswillvestassetout
in the 2020 SR Plan and 2020 Board Plan.
30 | Annual Report | 2021
The foregoing Anti-dilutive Grants remain subject to approval by the 2021 Annual General Meeting in
accordancewiththetermsandconditionssetoutinSection9oftheNoticeofsuchAnnualGeneralMeeting
(whichNoticewaspublishedonOsloBørson12May2021).Moreover,astheAnti-dilutiveGrantsassume
100%exerciseofWarrantsBandC,whichexpiredon20August2021and30June2021,respectively,a
proportionatenumberoftheAnti-dilutiveGrantswillbecancelledandforfeitedtotheextentWarrantsBand
C are not exercised within their respective expiration dates.
Theboardofdirectorsresolvedon22June2021toissueatotalof3,660,000incentivesubscriptionrightsto
employees and an advisor in the Ensurge group. The grants were made under the Company’s 2021 incentive
subscriptionrightsplanasresolvedattheAnnualGeneralMeetingon3June2021.Theexercisepriceofthe
subscriptionrightsisNOK0.7801[NOK7.02post9:1shareconsolidation]pershare.Thesubscriptionrights
vestby50%peryearovertwoyearsandexpireon3June2026.
Theboardofdirectorsresolvedon27August2021toissueatotalof10,650,000incentivesubscriptionrights
to employees in the Ensurge group. The grants were made under the Company’s 2021 incentive subscription
rightsplanasresolvedattheAnnualGeneralMeetingon3June2021.Theexercisepriceofthesubscription
rightsisNOK0.6594[NOK5.9346post9:1shareconsolidation]pershare.Thesubscriptionrightsvestby50%
peryearovertwoyearsandexpireon3June2026.
Theboardofdirectorsresolvedon26October2021toissueatotalof7,020,000incentivesubscriptionrights
to employees in the Ensurge group. The grants were made under the Company’s 2021 incentive subscription
rightsplanasresolvedattheAnnualGeneralMeetingon3June2021.Theexercisepriceofthesubscription
rightsisNOK0.6873[NOK6.1857post9:1shareconsolidation]pershare.Thesubscriptionrightsvestby50%
peryearovertwoyearsandexpireon3June2026.
13. Trade and other payables
Amounts in USD1,000 31December 2021 31December 2020
Trade payables 563 937
Public duties, withheld taxes and social security
taxes due
915 175
Share-based liability (subscription rights),
employer´s tax
163 77
Accrued holiday pay and other accrued salary 677 434
Current lease liabilities 1,278 1,069
Other accrued expenses 560 754
Total 4,156 3,445
Ofthis,payablestorelatedparties(Note24) 15 176
Total payables and accruals are denominated in currencies as shown below
Amounts in USD1,000 31December 2021 31December 2020
DenominatedinNOK 1,099 200
DenominatedinSEK — 6
DenominatedinUSD 3,057 3,239
Total 4,156 3,445
14. Current and long-term debt
In September 2019, the subsidiary in US, Ensurge Micropower, Inc., closed an equipment term loan facility with
UticaforUSD13,200thousandsecuredbyselectfixedassets(seeNote6).Thetermsoftheagreementwere
interest-onlymonthlypaymentsforthefirstsixmonths,followedbythreemonthsofinterimpayments,and
thereafter a four-year amortization period during which monthly principal and interest payments are due. The
Company entered into the First Amendment (Amendment) in April 2020. The terms of the amended agreement
Annual Report | 2021 | 31
were that the lender agreed to accept reduced payments for the month of April 2020, and interest-only
payments for May–November 2020, and thereafter to re-amortize the remaining balance of the transaction.
TheCompanyenteredintotheSecondAmendment(Amendment)inDecember2020.Thenewtermsofthe
amendedagreementarethatthelenderagreedtoacceptmodifiedpaymentsfromJanuarythroughJune
2021. In July 2021, regular payments resumed, and included a lump sum “true up” payment for each Schedule
torepaythedifferenceoftheamountsdueandthereducedpaymentspermittedunderthisAmendment.For
thetwelvemonthsended31December2021,thecurrentportionoftheloanprincipalofUSD3,855thousand
andthelong-termportionoftheprincipalofUSD5,854thousandisrecordedasLong-termDebtinthe
Consolidated Statements of Financial Position.
Theinterestrateforthefinancingisat14%.Tablebelowdisclosesprincipalpaymentobligationsaswellas
interest payments for the company.
The Company has pledged its roll-to-roll production line equipment and certain sheet-line tools as collateral
against the Utica loan. Book value of assets pledged is zero.
The Company entered into a lease agreement in November 2016 relating to its US headquarters in San Jose,
California. The lease in San Jose expires in September 2028. The building element of the lease agreement is
classifiedasaleaseliability.AsapartoftherelocationofEnsurge’sUSheadquartersin2017,aUSD1,600
thousand Letter of Credit was issued by Ensurge Micropower ASA to the landlord. The restricted cash of
USD1,600thousandsecuringtheLetterofCreditisincludedintheCompany’scashandcashequivalents.
Ensurge Micropower ASA, in addition, entered into a Tenancy Guarantee with the landlord. The guarantee was
giventosecurepaymentoftheleaserent.TheinitialguaranteeliabilityamountedtoUSD5,000thousandand
reducesonanannualbasisofUSD500thousandperyearcommencingwiththesecondleaseyearuntilthe
liabilityreacheszerodollars.Asof31December2021,theguaranteeliabilityamountedtoUSD3,000thousand.
TheSanJose,Californialeaseisreflectedunderthiscaptionandthetablebelow.Inaddition,seeNote25.
Theinterestrateforthefinancingisat17%.Tablebelowdisclosuresprincipalpaymentobligationsforthe
company.
Maturity schedule – liabilities
Amounts in USD1,000 31December 2021
Principal and Interest Due
Within 1 year
1–2
years
2–3
years
3–4
years
4–5
years
Over 5
years
1st
qtr
2nd
qtr
3rd
qtr
4th
qtr
Principal
obligations due
902 942 984 1,027 4,580 1,274 — — —
Interest payments 409 369 327 284 663 433 — — —
Lease payments 526 526 526 541 2,182 2,245 2,310 2,378 4,322
Total 1,837 1,837 1,837 1,852 7,425 3,952 2,310 2,378 4,322
15. Warrants liability
InconnectionwiththeExtraordinaryGeneralMeetingheldon20May2020,theproposalsintheNoticeofthe
Extraordinary General Meeting were approved by the shareholders.
1 The private placement and issuance of 227,272,727 new shares, resulted in two warrants (“Warrants”) issued
to such subscriber. The warrants were issued free of charge. Each warrant entitled the holder to demand
theissuanceofone(1)shareintheCompany.Thefirsttrancheofwarrants,totaling227,272,727warrants
(“WarrantA”),expiredon31December2020,andhadanexercisepricepershareofNOK0.11[NOK0.99
post9:1shareconsolidation].Thesecondtrancheofwarrants,totaling227,272,727warrants(“Warrant
B”),expiredon20August2021,andhadanexercisepricepershareofNOK0.25[NOK2.25post9:1share
consolidation].Atthetimeofissue,thevalueofthesewarrantswasdeterminedtobeUSD17,912thousand
based on the Black-Scholes valuation model.
32 | Annual Report | 2021
2 ThesubsequentofferingofNOK7millionwiththeissuanceof63,636,363sharesatasubscriptionprice
ofNOK0.11[NOK0.99post9:1shareconsolidation].Foreverysharesubscribedforandallocatedinthe
subsequentoffering,two(2)warrantswereattachedandissuedtosuchsubscriber.Asaconsequenceof
thesubsequentofferingbeingfullysubscribed,atotalof127,272,726warrantswereissuedaspartofthe
subsequentoffering.Thewarrantswereissuedfreeofcharge.Eachwarrantentitledtheholdertodemand
theissuanceofone(1)shareintheCompany.Thefirsttrancheofwarrants,totaling63,636,363warrants
(“WarrantA”),expiredon31December2020,andhadanexercisepricepershareofNOK0.11[NOK0.99
post9:1shareconsolidation].Thesecondtrancheofwarrants,totaling63,636,363warrants(“Warrant
B”),expiredon20August2021andhadanexercisepricepershareofNOK0.25[NOK2.25post9:1share
consolidation].Atthetimeofissue,thevalueofthesewarrantswasdeterminedtobeUSD3,725thousand
based on the Black-Scholes valuation model.
AttheExtraordinaryGeneralMeetingheldon19August2020,theproposalsintheNoticeoftheExtraordinary
General Meeting were approved by the shareholders.
1 The Company completed the private placement of 333,866,666 new shares at a subscription price of
NOK0.15[NOK1.35post9:1shareconsolidation],therebyincreasingsharecapitalbyNOK50,080,000.
EachsharehadaparvalueofNOK0.11.Foreachprivateplacementshareawarrantwasattachedand
issuedtoeachsubscriber.Asaconsequenceoftheprivateplacementofferingbeingfullysubscribed,
atotalof333,866,666warrants(“WarrantC”)wereissuedaspartoftheoffering.Thewarrantshadan
exercisepriceofNOK0.25[NOK2.25post9:1shareconsolidation],andwereexercisablebetween31March
2021and30June2021.Atthetimeofissue,thevalueofthesewarrantswasdeterminedtobeUSD6,063
thousand based on the Black-Scholes valuation model.
2 ThesubsequentofferingraisedNOK10millionwiththeissuanceof66,666,666sharesatasubscription
priceofNOK0.15[NOK1.35post9:1shareconsolidation].Foreverysharesubscribedforandallocated
inthesubsequentoffering,awarrantwasattachedandissuedtosuchsubscriber.Asaconsequenceof
thesubsequentofferingbeingfullysubscribed,atotalof66,666,666warrantswereissuedaspartofthe
subsequentoffering.Thewarrantswereissuedfreeofcharge.Eachwarrantentitledtheholdertodemand
the issuance of one (1) share in the Company. The warrants, totaling 66,666,666 (“Warrant C”), were
exercisablebetween31March2021and30June2021,andhadanexercisepricepershareofNOK0.25
[NOK2.25post9:1shareconsolidation].Atthetimeofissue,thevalueofthesewarrantswasdeterminedto
beUSD1,690thousandbasedontheBlack-Scholesvaluationmodel.
The warrants were derivatives over own shares and the exercise price was denominated in Norwegian
Kroner(NOK),whilethefunctionalcurrencyoftheCompanyistheUSDollar.Asaresultofthisdifferencein
currencies, the proceeds were received by the Company varied based on foreign exchange rates. Thus, the
fixedforfixedcriteriainIAS32.11wasnotmet.Further,thewarrantswerenotallocatedproratetoallexisting
owners of the same class of own equity instruments and did not meet the strict criteria for the rights issue
exemptioninIAS32.11.Thus,thewarrantswereclassifiedasderivativeliabilities(scopedunderIFRS9)and
measuredatfairvalue(inaccordancewithIFRS13)inthestatementoffinancialposition.Anychangesin
fair value from period to period are recorded as a non-cash gain or loss in the consolidated statement of net
loss/(income) and comprehensive loss/(income). Upon exercise, the holders paid the Company the respective
exercise price for each warrant exercised in exchange for one common share of Ensurge Micropower ASA and
thefairvalueatthedateofexerciseandtheassociatednon-cashliabilitywasreclassifiedtosharecapital.
The non-cash liability associated with any warrants that expired are recorded as a gain in the consolidated
statement of net loss/(income) and comprehensive loss/(income) when the liability was extinguished/expired.
A reconciliation of the change in fair values of the derivative is shown in the table below.
Annual Report | 2021 | 33
Fair Value of Warrant Liability
As of 31December 2021 As of 31December 2020
Opening Balance $26,020 $—
Warrants Issued — 29,389
Warrants Exercised (32,404) (6,390)
Warrants Expired (2,234) (936)
Change in fair value of warrant liability 8,637 6,118
Ending Balance 19 28,181
Deferredloss* (19) (2,161)
Warrants liability — 26,020
The fair value of the warrants was calculated using the Black-Scholes valuation model. The inputs used in the
Black-Scholes valuation model are:
As of 31December 2020
Private placement and subsequent offering as
approved on 20May 2020
Warrant B
Share price NOK0.56
Exercise price NOK0.25
Expected term (in years) 0.64
Expected share price volatility 113.76%
Annual rate of quarterly dividends 0.00%
Risk-free interest rate 0.031%
Warrant expiration date 31August2021
As of 31December 2020
Private Placement & Subsequent Offering as
approved on 19August 2020
Warrant C
Share price NOK0.56
Exercise price NOK0.25
Expected term (in years) 0.50
Expected share price volatility 82.81%
Annual rate of quarterly dividends 0.00%
Risk-free interest rate 0.02%
Warrant expiration date 30June2021
SeeNote12formoredetails.Shareandexercisepricearebeforethe9:1shareconsolidationcompletedin
2022.
16. Sales revenue
The breakdown of the sales revenue is as follows:
Amounts in USD1,000 2021 2020
Sales of goods — 492
Total — 492
The Group is domiciled in Norway. There were no sales revenue from external customers in Norway for 2021
and 2020.
34 | Annual Report | 2021
There were no sales revenue from external customers from other countries in 2021. The total sales revenue
fromcustomersintheUnitedStatesin2020wasUSD492thousand.
No warranty costs, penalties or other losses were related to sales revenue in 2021 or 2020.
17. Government grants
In2018EnsurgeMicropowerASAhadaprojectqualifiedfortheSkatteFUNNschemeforthethree-year
horizon 2018-2020, which relates to the innovative manufacturing of smart NFC labels enabling the Internet of
Everything(IoE).ThefinalcontributionfromtheSkatteFUNNproject,receivedin2020,wasNOK2million.The
SkatteFUNN grant has been credited against cost on a systematic basis.
To receive grants from SkatteFUNN, the Company had engaged in research and development activities that
qualifiedfortheSkatteFUNNprogramme.ThecostsincurredwerereportedannuallytotheNorwegiantax
authorities. The Company reported progress and achievements to the Research Council of Norway.
18. Other income
Amounts in USD1,000 2021 2020
Sublease income from the site in San Jose, California (CA) — 109
Gain on sale of fixed assets, related to sale of equipment
from San Jose site.
— (89)
Other — 1
Total — 21
19. Salaries and other payroll costs
Amounts in USD1,000 2021 2020
Salaries 5,791 3,878
Social security costs 377 314
Share-based compensation (subscription rights), notional
salary cost
4,754 626
Share-based compensation (subscription rights), accrued
employer´s tax*
179 54
Pension contribution 208 151
Other personnel related expenses, including recruiting costs 931 422
Total 12,240 5,445
Average number of employees for the year (full-time
equivalent)
31 19
At the end of the year the group had 35 full-time employees, up from 22 at the end of 2020.
Thecompanyhasdefinedcontributionpensionplans.Contributionsareexpensedandpaidwhenearned.
*Relatestoremeasurementofsocialsecuritycosts.SeeNote2.17.
Annual Report | 2021 | 35
Compensation to senior management
Amounts in USD1,000 Salary
Pension
contribution Bonus
Share-based
remuneration
2021
Kevin Barber, CEO 384 12 159 1,812
DavidWilliamson,ActingCFO 229 11 31 237
Arvind Kamath, EVP Technology
Development
279 12 53 829
2020
Kevin Barber, CEO 383 11 240 315
DavidWilliamson,ActingCFO(fromMay
2020)
143 9 29 26
Mallorie Burak, CFO (until May 2020) 254 5 (36)
Arvind Kamath, EVP Technology
Development
275 11 53 73
The salary amount is the salary declared for tax purposes. Bonus represents the amount earned and
accrued as of year-end. Bonuses earned in 2020 were paid during 2021. Bonuses earned in 2021 have
been paid in 2022. The value of share-based remuneration is the expensed amount excluding employer’s
tax in the period for incentive subscription rights. The subscription rights cease when the employee
resigns.
There were no subscription rights exercised by senior management in 2021 or 2020.
The Company has not made any advance payments or issued loans to, or guarantees in favour of, any
members of management.
Remuneration to the Board of Directors
The company has no other obligation to remunerate the board than the board remuneration as resolved
attheannualgeneralmeeting.Theannualgeneralmeetingon3June2021resolvedremunerationtothe
chairmanofNOK230thousandandUSD40thousand(oranamountinNOKequivalentthereof)foreach
board member for the period from the annual general meeting in 2021 to the annual general meeting in 2022.
Board chairman Morton Opstad shall further receive a remuneration of NOK 550 thousand (or an amount in
USDequivalentthereof)fixedannualfeeforExecutiveadvisoryservicesfromthedateofthe2021Annual
General Meeting until the date of the 2022 Annual General Meeting. Board member Jon S. Castor shall further
receivearemunerationofUSD60thousand(oranamountinNOKequivalentthereof)fixedannualfeefor
serviceasChairmanofastrategycommitteetobeappointedbytheBoardofDirectorssupportingtheCEO
of the Company in relation to strategic questions from the date of the 2020 Annual General Meeting until the
date of the 2022 Annual General Meeting. The company has not issued any advance payments or loans to, or
guarantees in favor of, any board member.
AttheExtraordinaryGeneralMeetingof19August2020,theshareholdersapprovedgrantsofatotalof
13,800,000incentivesubscriptionrightstofourboardmembers.TheexercisepriceisNOK0.15[NOK1.35post
9:1shareconsolidation]pershare,provided,however,that,subjecttotheboard’sdiscretion,theexerciseprice
maybesethigherthanNOK0.15toavoidanyissueswithtaxationinthejurisdictionofthedirector.Tothis
end,thesubscriptionrightsgrantedtoboardmembersJonCastorandKellyDosson19August2020have
anexercisepricepershareofNOK0.3415[NOK3.07post9:1shareconsolidation]pershare.50percentof
thesubscriptionrightsbecamevestedandexercisableon3June2021,andtheremaining50percentofthe
subscription rights will become vested and exercisable on the earliest of the date immediately preceding the
2022AnnualGeneralMeetingand30June2022.
Theboardofdirectorsresolvedon19January2021togrant7,204,580subscriptionrightstothemembersof
theBoardofDirectorsoftheCompany.TheexercisepricetobepaidpershareisNOK0.15[NOK1.35post9:1
shareconsolidation]pershareforMortenOpstadandPreetiMardia,whiletheexercisepricepershareforJon
CastorandKellyDossisNOK0.6225[NOK5.6025post9:1shareconsolidation].Thesubscriptionrightsvestby
50%peryearovertwoyearsandexpireon19August2025.
36 | Annual Report | 2021
AttheExtraordinaryGeneralMeetingheldon19August2020(the“EGM”)whereby,the2020Subscription
Rights Incentive program for employees (“2020 SR Plan”) and the subscription rights program for the Board of
Directors(“2020BoardPlan”)wereresolved.Duetothesubstantialnumberofwarrantsissuedinconnection
with the two private placements in 2020, the maximum numbers of subscription rights issuable under the 2020
SRPlanand2020BoardPlanwerecalculatedbasedonapercentageofthesharecapitalona“FullyDiluted”
basis, taking into account issued and outstanding warrants, but always limited to 10% and 2%, respectively, of
the Company’s share capital. Practically speaking, this provided that more incentive subscription rights can be
issued, as anti-dilution grants, once warrants become exercised (“Anti-dilutive Grants”).
FurthertosuchEGMresolutions,theCompanyhason12May2021resolvedtoissueatotalof54,334,574
incentive subscription rights to employees in the Ensurge group and 13,583,644 incentive subscription rights
tomembersoftheBoardofDirectors.ThegrantsweremadeundertheCompany’s2020SRPlanand2020
BoardPlan,respectively,asapprovedbytheEGM.TheexercisepriceofthesubscriptionrightsisNOK0.7757
[NOK6.9813post9:1shareconsolidation]pershare,providedhoweverthattheexercisepriceforEuropean
BoardmembersisNOK0.15[NOK1.35post9:1shareconsolidation].Thesubscriptionrightswillvestassetout
in the 2020 SR Plan and 2020 Board Plan.
The foregoing Anti-dilutive Grants remain subject to approval by the 2021 Annual General Meeting in
accordancewiththetermsandconditionssetoutinSection9oftheNoticeofsuchAnnualGeneralMeeting
(whichNoticewaspublishedonOsloBørson12May2021).Moreover,astheAnti-dilutiveGrantsassume100%
exerciseofWarrantsBandC,whichexpiredon20August2021and30June2021,respectively,aproportionate
number of the Anti-dilutive Grants will be cancelled and forfeited to the extent Warrants B and C are not
exercised within their respective expiration dates.
20. Other operating expenses
Amounts in USD1,000 2021 2020
Services 2,130 1,808
Premises, supplies 3,913 3,270
Sales and marketing 167 65
Other expenses 1,081 1,943
Total 7,291 7,086
Ensurge Micropower has lease agreements for premises in the following locations:
Oslo (Norway): The Corporate headquarter is located at Fridjof Nansens Plass 4, Oslo. The Company currently
paysrentonamonthtomonthbasis.ThemonthlyrentisNOK11thousandpermonth.
San Jose (California, US): The Company entered into a lease agreement in November 2016 relating to the
property building of its Global headquarter at Junction Avenue in San Jose, CA. The lease in San Jose expires
inSeptember2028.TheaverageannualleaseamountintheperiodisUSD2,052thousand.SeeNote8for
furtherdescription.FromQ32018toQ32020,thecompanyreceivedsubleaseincomefromthesecondfloorof
thebuilding(seeNote18).
Only the lease agreement for the San Jose premises has a duration longer than twelve months.
Annual Report | 2021 | 37
21. Income tax expense
ThetaxontheGroup’sprofitbeforetaxdiffersfromthetheoreticalamountthatwouldariseusingthe
weightedaveragetaxrateapplicabletoprofitsoftheconsolidatedentitiesasfollows:
Amounts in USD1,000 2021 2020
Profit (loss) before tax (30,963) (38,794)
Tax (tax income) calculated at domestic tax rate 22% (22%) (6,812) (8,535)
Effect of other tax rate in other countries (495) 258
Mark to market adjustment 1,936 5,097
Other permanent differences 839 32
Change in deferred tax asset not recognised in the balance
sheet
2,935 3,148
Tax charge 32 —
22. Deferred income tax
Deferredincometaxassetsandliabilitiesareoffsetwhenthecompanyhasarighttooffsetcurrenttaxassets
againstcurrenttaxliabilitiesandwhenthedeferredincometaxesrelatetothesamefiscalauthority.Theoffset
amounts are as follows:
Amounts in USD1,000
31December
2020
Charged to
profit/loss Equity
31December
2021
Fixed and intangible assets 8,727 (228) — 8,499
Inventory 979 (538) — 441
Other accruals 4,883 (51) — 4,831
Tax loss carried forward outside
Norway
1,306 (245) — 1,061
Tax loss carried forward Norway 64,575 2,958 — 67,533
Calculated deferred tax asset 22%
(2020: 22%).
80,470 1,896 — 82,365
Impairment of deferred tax asset (80,470) (1,896) — (82,365)
Deferredtaxinthebalancesheet — — — —
The Equity column includes effects of currency translation.
The company has not recognised the tax asset as there is uncertainty relating to future taxable income for
utilization of the tax loss carried forward, and the taxable loss on intangible assets. There is no expiration
date on the tax loss carried forward. No tax item has been recorded directly to equity.
The unrecognized deferred tax asset is calculated by applying the local tax rates in Norway and the US.
These tax rates are 22 and 21 percent respectively (2020: 22 and 21).
38 | Annual Report | 2021
23. Profit (loss) per share
Amounts in USD 2021 2020
Profit (loss) attributable to equity holders of the
Company(USD1,000)
(30,963) (38,794)
Average number of shares in issue 1,368,283,438 393,183,402
Average diluted number of shares 1,368,283,438 393,183,402
Profit (loss) per share, basic (USD0.02) (USD0.10)
When the period result is a loss, the loss per diluted number of shares shall not be reduced by the higher
diluted number of shares, but the diluted result per share equals the result per basic number of shares.
The diluted number of shares has been calculated by the treasury stock method. If the adjusted exercise
price of subscription rights exceeds the average share price in the period, the subscription rights are not
counted as being dilutive.
24. Related party transactions
a) Transactions with related parties:
Amounts in USD1,000 2021 2020
Purchases of services from law firm Ræder 450 271
Purchase of services from Acapulco Advisors AS 157 27
Purchase of services from Alden AS 35 —
In2021,EnsurgerecordedUSD450thousand(netofVAT)forlegalservicesprovidedbylawfirmRæder,in
which Ensurge’s Chairman is a partner.
In2021,EnsurgerecordedUSD157thousandforadvisoryservicesfromAcapulcoAdvisorsAS,a
shareholder of Ensurge.
Inconnectionwiththeprivateplacementofsharesannouncedon1March2021,EnsurgerecordedUSD35
thousand for a share lending agreement with Alden AS, a shareholder of Ensurge.
Robert N. Keith, a shareholder of Ensurge, entered into a consulting service agreement with effect from
1January2013.Mr.KeithassistsEnsurgeinstrategicanalysisandindealingwithlarger,international,
prospective partners. Mr. Keith waived his compensation for services provided in 2021 and 2020.
Transaction prices are based on what would be the prices for sale to third parties and are net of VAT.
b) Year-end balances arising from sales/purchases of goods/services with
related parties
Amounts in USD1,000 2021 2020
Payable to law firm Ræder 15 173
Payable to Acapulco Advisors AS — 3
Annual Report | 2021 | 39
c) Remuneration to the auditor
Amounts in USD1,000 2021 2020
Audit 206 156
Other assurance services 26 21
Tax services 2 4
Other services — —
Total 235 181
25. Guarantees
AsapartoftherelocationofEnsurge’sUSheadquartersin2017,aUSD1,600thousandLetterofCredit
was issued by Ensurge Micropower ASA to the landlord and is included in the Company’s cash balance in
Note11asrestrictedcash.EnsurgeMicropowerASAhasinadditionenteredintoaTenancyGuarantywiththe
landlord. The Guaranty is given to secure payment of the lease rent. The initial Guaranty liability amounted
toUSD5,000thousandandreducesonanannualbasisofUSD500thousandperyearcommencingwith
thesecondleaseyearuntiltheliabilityreacheszerodollars.Asat31December2021,theGuarantyliability
amountedtoUSD3,000thousand.
26. Shares, warrants and subscription rights
At the end of 2021 there were 1,746,497,852 shares in the company, versus 985,548,186 at the end of 2020.
There were 11,801 registered shareholders (2020: 8,498).
Ensurge is not aware of any shareholding agreements between shareholders.
Top 20 registered shareholders as of 31December
2021 Shares Percent
UBS Switzerland AG 301,396,602 17.3%
ALDENAS 203,854,302 11.7%
TIGERSTADENAS 175,000,000 10.0%
MIDDELBORGINVESTAS 98,454,379 5.6%
Nordnet Bank AB 70,309,349 4.0%
R.SUNDVALLINVESTAS 44,661,218 2.6%
Favuseal AS 41,664,812 2.4%
DUKATAS 35,113,633 2.0%
FORSLAND,RUNAR 25,813,920 1.5%
JACO INVEST AS 24,000,000 1.4%
BNP Paribas 22,107,172 1.3%
SUNDVALLHOLDINGAS 21,566,255 1.2%
HÅVI AS 19,171,622 1.1%
DanskeBankA/S 17,191,753 1.0%
The Bank of New York Mellon 17,009,840 1.0%
Union Bancaire Privee, UBP SA 16,000,000 0.9%
DNBMarketsAksjehandel/-analyse 16,000,000 0.9%
ANDREASHOLDINGAS 13,331,515 0.8%
DnBNORBankASA,MEGLERKONTOINNLAND 12,198,321 0.7%
FORTE NORGE 11,250,000 0.6%
Total 20 largest shareholders 1,186,094,693 67.9%
40 | Annual Report | 2021
Total other shareholders 560,510,159 32.1%
Total shares outstanding 1,746,604,852 100.0%
Shares, warrants and subscription rights held by primary
insiders and close relations at 31December 2021 Shares
Incentive
subscription
rights
Morten Opstad, Chairman 7,781,697 11,183,832
Preeti Mardia, Board Member 675,386 5,591,916
Jon Castor, Board Member 2,909,088 11,583,832
KellyDoss,BoardMember 2,030,301 5,791,916
Kevin Barber, CEO 2,727,270 70,299,089
DavidWilliamson,ActingCFO — 9,214,880
ArvindKamath,EVPTechnologyDevelopment — 26,082,919
Total 16,123,742 139,748,384
Subscription rights
2021 2020
Weighted
average
exercise price,
NOK
Number of
subscription
rights
Weighted
average
exercise price,
NOK
Number of
subscription
rights
Totalat1January 0.49 84,168,580 4.48 5,373,230
Granted 0.67 117,909,714 0.34 81,363,440
Forfeited 0.84 (10,569,496) 1.81 (2,335,230)
Exercised — — — —
Expired 29.78 (232,860)
Total at 31December 0.59 191,508,798 0.44 84,168,580
Number of exercisable
subscription rights at
31December(includedin
total)
55,043,110 —
TheaveragestrikepriceislowerthanthequotesharepriceontheStockexchangeat31December2021.
Exercise prices are before the 9:1 share consolidation completed in 2022.
Subscription rights outstanding at 31December 2021
Holder
Number of
subscription rights
Weighted average
exercise price, NOK
Kevin Barber, CEO 70,299,089 0.66
DavidWilliamson,ActingCFO 9,214,880 0.57
ArvindKamath,EVPTechnologyDevelopment 26,082,919 0.58
Employees and contractors 85,911,910 0.54
Total 191,508,798 0.59
There were no subscription rights exercised in 2021 or 2020. 2020. Exercise prices are before the 9:1 share
consolidation completed in 2022.
Annual Report | 2021 | 41
Value of subscription rights and assumptions
upon grant
Grants in
2021
Grants in
2020
Grants in
2019
Valueofsubscriptionrightatgrantdate,NOKper
subscription right
0.55–0.76 0.26–0.68 0.34–2.88
Shareprice,NOKpershare 0.52–1.249 0.25–1.16 12.18–22.04
Exerciseprice,NOKpershare 0.15–0.85 0.15–1.02 16.40–45.40
Expected annual volatility 235–236% 98–157% 62–145%
Duration,years 4.1–4.8 4.2–5.0 1.0–4.2
Expected dividend — — –
Risk-free interest rate, government bonds 0.26–0.81% 0.14–0.79% 1.00–4.18%
Value of subscription rights and assumptions on
31December 2021
Grants in
2021
Grants in
2020
Grants in
2019
Valueofsubscriptionrightat31December2021,
NOKpersubscriptionright
0.55–0.76 0.26–0.68 0–1.50
Shareprice,NOKpershare 0.715 0.715 0.715
Exerciseprice,NOKpershare 0.15–0.85 0.15–1.02 16.40–45.40
Expected annual volatility 235–236% 82–145% 0–209%
Duration,years 4.1–4.8 3.2–4.0 2.4–2.8
Expected dividend — — —
Risk-free interest rate, government bonds 0.26–0.81% 0.14–1.31% 0–1.38%
Number of outstanding subscription rights at
31December2021
114,266,071 73,428,418 3,814,309
There were no subscription rights exercised in 2021 or 2020. Exercise prices are before the 9:1 share
consolidation completed in 2022.
TheBoardofDirectorsofEnsurgeMicropowerASAhasbecomeawareofaninadvertentmispricing,
compared to US tax laws, of certain subscription rights awards previously granted to US employees under the
Company’s 2020 Subscription Rights Incentive Plan (“2020 Plan”). The Board has therefore, as allowed under
the 2020 Plan, resolved to reprice such prior grants to become fully compliant with applicable US tax laws.
WithreferencetotheCompany’sannouncementsonOsloBørson13September,16October,11December,
and18December2020regardinggrantsofsubscriptionrightstoemployees,theexercisepricespersharein
thesefourroundsofgrantshavebeenamendedtoNOK0.3300,NOK0.3752,NOK0.3900,andNOK0.4470,
respectively[NOK2.97,NOK3.38,NOK3.51andNOK4.02postthe9:1shareconsolidationcompletedin2022].
27. Statement on management remuneration policy
Ensurge’sexecutivemanagementduringtheyear2021isspecifiedinNote19.
Severaloftheexecutivemanagementteammembersserveasofficersanddirectorsinthesubsidiaries
without additional remuneration. The general meeting 2021 resolved guiding and binding executive
remuneration policies. Ensurge’s executive remuneration policy in 2021 was a continuation of the prior year’s
policy, including share-based remuneration in the form of a subscription rights incentive program as resolved
attheannualgeneralmeeting,lateston3June2021.
Guiding executive remuneration policy and effect of the policies
Ensurgeoffersacompetitiveremunerationconsistingofareasonablebasesalarywithapensioncontribution.
Salary may be supplemented by performance-based cash bonus and incentive subscription rights. Cash bonus
plansarelimitedtofixedpercentageofbasepay.Inaddition,themanagementteam,apartfromtheCEO,
mayreceiveadditionaldiscretionarybonuspaymentstiedtospecificprojects.
There is no post-employment remuneration beyond notice periods of 3-6 months. The current CEO, Kevin
Barber, has a termination notice period of (i) three months in case of termination by the Company and
42 | Annual Report | 2021
(ii) one month in case of termination by Mr. Barber. If the Company terminates Mr. Barber’s employment
(other than for cause) or if Mr. Barber resigns his employment for good reason, Mr. Barber is entitled to a
severance pay equivalent to six months of his base salary and target bonus prorated for six months (if Mr.
Barber is on schedule to meet the relevant bonus criteria for the year in question) calculated from the end of
his termination notice period, all subject to such detailed terms and conditions as set out in his employment
agreement.
The policy described above has been applied consistently throughout 2021. The principles described above
apply also in 2022, however individual bonus targets and salary levels will be revisited during the Company’s
normal salary process. The executive remuneration policy will be reviewed at the Annual General Meeting in
May 2022.
The actual remuneration to executive management team in 2021 is reported in Notes 19 and 26. In 2018,
the Board decided to grant subscription rights to new members of the management team as a form of
performance-based compensation. The options vest in tranches of 25 percent each year if the employee has
notresignedhispositionatthevestingdateandexpireafterfiveyears.
The fair value of the subscription rights awarded, calculated according to Black-Scholes option pricing model,
wasNOK129.4millionasof31December2021.USD4,388thousandwasexpensedin2021.At31December
2021, the estimated amount of share-based remuneration cost yet to be expensed throughout the vesting
periodisNOK19.2million.
The Company has granted the executive management team the following subscription rights in 2021:
Employee name
Number of
SR
Weighted average
exercise price Grant date
Kevin Barber, CEO 37,967,529 0.73
20January2021,
12 May 2021
DavidWilliamson,ActingCFO 5,332,700 0.73
20January2021,
12 May 2021
Arvind Kamath, EVP Technology
Development
14,456,115 0.73
20January2021,
12 May 2021
Total 57,756,344 0.73
Salary, pension and any bonuses that triggers employer’s tax which will be expensed simultaneously with
the remuneration. See separate Remuneration Report 2021. Exercise price before the 9:1 share consolidation
completed in 2022.
28. Events after the balance sheet date
On2February2022,theCompanyannouncedthecompletionofaprivateplacementof125,561,401shares
(Tranche1)andanallocationof41,105,265shares(Tranche2)atasubscriptionpriceofNOK0.60[NOK5.40
post9:1shareconsolidation]pershare,resultingingrossproceedsofNOK100million.Thesharecapital
increaseassociatedwithTranche1hasbeendulyregisteredintheRegisterofBusinessEnterprises.
On24February2022,theCompanyrequestedandobtainedshareholderapprovalatanExtraordinaryGeneral
MeetingtoincreasetheauthorizedsharecapitaltoincludethesharesallocatedinTranche2,a9:1share
consolidationandthewarrantsassociatedwithTranche1andTranche2.Theprivateplacementincludestwo
non-tradeable warrants for every share subscribed for in the private placement at no additional cost and
withanexercisepriceequaltoNOK0.60.50percentoftheprivateplacementwarrantswillbeexercisableon
30June2022andtheremaining50percentwillbeexercisableon30November2022.
On7March2022,theCompanyannouncedtheregistrationofthe41,105,265shares(Tranche2)announced
2February2022andapprovedattheExtraordinaryGeneralMeetingheld24February2022.
On11March2022,theCompanyannouncedtheregistrationofthe9:1shareconsolidationapprovedatthe
ExtraordinaryGeneralMeetingheld24February2022.Followingtheregistration,theCompany’ssharecapital
isNOK210,563,602.92dividedinto212,690,508shares,eachsharehavingaparvalueofNOK0.99.
Annual Report | 2021 | 43
29. Subsidiaries
DetailsoftheGroup’ssubsidiariesattheendofthereportingperiodareasfollows.
Name of subsidiary Principal activity
Place of
incorporation
and
operation
Proportion of
ownership interest
and voting power
held by the group
31December 2021
Ensurge Micropower Inc.
Research&Development,
Manufacturing and
Marketing services
USA 100%
Thin Film Electronics KK Dormant Japan 100%
TFE Holding
Owning shares in Ensurge
Micropower Inc.
USA 100%
30. Contractual commitment
Ensurgehasnosignificantcontractualcommitmentrelatedtoequipmentforthenewroll-basedproduction
line at the San Jose site.
31. Litigation
TheCompanyanditssubsidiarieswerenotinvolvedinanylitigationorlegalactionasof31December2021
and are not involved in any litigation or legal action as of the date of this report.
44 | Annual Report | 2021
Ensurge Micropower ASA
Annualfinancialstatements2021
Profit and loss statements
Amounts in NOK1,000 Note 2021 2020
Sales revenue 11 — 4,741
Total revenue — 4,741
Salaries and other benefits 13 (26,010) (10,346)
Services (external) (10,476) (11,084)
Services (from subsidiaries) 16,17 (143,018) (85,475)
Other operating expenses 17 (41,571) (9,044)
Contribution from Skattefunn
scheme
12 — 2,040
Operating profit (loss) (221,075) (109,168)
Impairment investment in
subsidiary
6 (21,307) —
Interest income 2,274 2,349
Other financial income (costs) 1,393 (1,027)
Net financial items (17,740) 1,321
Profit (loss) before income tax (238,815) (107,847)
Income tax expense 14 — —
Profit (loss) for the year (238,815) (107,847)
The notes on pages 47 to page 57areanintegralpartoftheseannualfinancialstatements.
Ensurge Micropower ASA Annual Financial Statements 2021
Annual Report | 2021 | 45
Balance sheet
Amounts in NOK1,000 Note 31December 2021 31December 2020
ASSETS
Current assets
Trade and other receivables 8 664 75
Cash and bank deposits 9 30,391 41,445
Total current assets 31,055 41,520
Total assets 31,055 41,520
EQUITY
Ordinary shares 10,19 192,115 108,410
Other paid-in capital 197,180 (98,304)
Total paid-in equity 389,295 10,107
Retained profit/uncovered losses (361,170) (783)
Total equity 4 28,124 9,324
LIABILITIES
Current liabilities
Accounts payable 632 2,439
Withheld tax and public duties
payable
118 —
Debttogroupcompanies 6,18 — 29,755
Other payables and accruals 2,181 2
Total liabilities 2,931 32,196
Total equity and liabilities 31,055 41,520
The notes on pages 47 to 57areanintegralpartoftheseannualfinancialstatements.
Morten Opstad
Chairman
Jon Castor
Board Member
Preeti Mardia
Board Member
KellyDoss
Board Member
Kevin Barber
CEO
TheboardofdirectorsofEnsurgeMicropowerASA,Oslo,Norway,26April2022
46 | Annual Report | 2021
Cash flow statements
Amounts in NOK1,000 Note 2021 2020
Cash flows from operating activities
Profit (loss) before income tax (238,815) (107,847)
Share-based compensation (equity
part)
4 41,359 3,777
Change in working capital and other
items
(71,213) (3,659)
Net cash from operating activities (268,669) (107,729)
Cash flows from investing activities
Net cash from investing activities — —
Cash flows from financing activities
Proceeds from issuance of shares 4,10 257,615 121,457
Net cash from financing activities 257,615 121,457
Net change in cash and bank
deposits
(11,054) 13,728
Cash and bank deposits at the
beginning of the year
41,445 27,717
Cash and bank deposits at the end
of the year *
9 30,391 41,445
The company had no bank draft facilities at the end of 2021 or 2020.
The notes on pages page 47 to page 57areanintegralpartoftheseannualfinancialstatements.
*SeeNote9forrestrictedamount.
Annual Report | 2021 | 47
Notes to the Annual
Financial Statements
Ensurge Micropower ASA
1. Information about the
company
Ensurge Micropower ASA (“Ensurge” or “the
Company”) was founded as Thin Film Electronics AS
(“Thinfilm”)on22December2005andwasrenamed
to Ensurge Micropower. The Company’s name
change to Ensurge Micropower ASA was approved
by shareholders at the Annual General Meeting on
3June2021andregisteredwiththeNorwegian
RegisterofBusinessEnterpriseson4June2021.See
Note29oftheConsolidatedFinancialStatementsfor
list of subsidiaries.
Ensurge is energizing innovation with ultrathin,
flexible,andsafeenergystoragesolutionsfor
wearable devices, connected sensors, and beyond.
The Company is a public limited liability company
incorporated and domiciled in Norway. The address
ofitsregisteredofficeisFridjofNansensPlass4,
Oslo, Norway. The Company’s shares were admitted
tolistingattheOsloAxesson30January2008and
totheOsloBørson27February2015.On24March
2015Ensurge’sAmericanDepositoryReceipts(ADRs)
commenced trading in the United States on OTCQX
International.Ensurge’sADRwasmovedtoOTCQB
witheffecton23June2020.TheCompany’sshares,
listed on Oslo Børs in Norway, trade under the
symbolENSU.TheCompany’sADRs,listedonOTCQB
in the United States, trade under the symbol ENMPY.
Theseannualfinancialstatementsfortheparent
company were resolved by the Company’s board of
directorson25April2022.
Going concern
Theboardconfirmsthatthefinancialstatementsof
the group, as well as the parent company, have been
prepared under the going concern assumption.
As of the date of this report, the company has
sufficientcashtofundoperationsintothethird
quarter.IfthecompanyTranche1warrantsarefully
exercisedon30June2022,thegroupandparent
companywillhavesufficientfundstosupport
operations through the third quarter of 2022. If the
warrants are not fully exercised,the Company will
needtoseekalternativesourcesoffinancingto
continue operations.
On2February2022,theCompanyannouncedthe
completion of a private placement of 125,561,401
shares (Tranche 1) and an allocation of 41,105,265
shares (Tranche 2) at a subscription price of
NOK0.60[NOK5.40after9:1shareconsolidation]
pershare,resultingingrossproceedsofNOK100
million. The share capital increase associated with
Tranche 1 has been duly registered in the Register of
Business Enterprises.
On24February2022,atanExtraordinaryGeneral
Meeting, shareholders approved an increase to
the authorized share capital to include the shares
allocated in Tranche 2, the warrants associated
with Tranche 1 and Tranche 2, and a 9:1 share
consolidation.
The private placement includes two non-tradeable
warrants for every share subscribed for in the
private placement at no additional cost and with
anexercisepriceequaltoNOK0.60[NOK5.40
after9:1shareconsolidation].50percentofthe
private placement warrants will be exercisable on
30June2022andtheremaining50percentwillbe
exercisableon30November2022.Ifthewarrants
arenotsufficientlyexercisedorthereisaneedfor
bridgefinancingpriortotheTranche2exercise
date, the Company will seek additional funds from
the investor market or from partnership funding.
However, if the group is not able to successfully raise
fundsasplanned,significantuncertaintywouldexist
as to whether the Company and group will continue
as going concerns. The board of directors monitors
thefinancialpositioncloselyandreceivesfrequent
reportsandforecastsonexpenditureandcashflow.
Notes to the Annual Financial Statements Ensurge Micropower ASA
48 | Annual Report | 2021
Refer to the Principal Risks section of this Annual
Report.
Theboardofdirectorsmonitorsthefinancialposition
closely and receives frequent reports and forecasts
onexpenditureandcashflow.
2. Accounting policies
Theseannualfinancialstatementshavebeen
prepared in accordance with the Norwegian
accounting act 1998 and generally accepted
accounting principles in Norway. The principal
accounting policies applied in the preparation of
theseannualfinancialstatementsaresetoutbelow.
These policies have been applied consistently. The
financialstatementshavebeenpreparedusingthe
historical cost convention.
Principal criteria for valuation and
classification of assets and liabilities
Assets for lasting ownership or use have been
classifiedasfixedassets.Otherassetshavebeen
classifiedascurrentassets.Receivableswhichare
duewithintwelvemonthshavebeenclassifiedas
current assets. Corresponding criteria have been
applied when classifying short-term and long-term
debt.
Current assets have been valued at the lower of cost
and fair value. Other long-term debt and short-term
debt have been valued at face value.
Assets and liabilities denominated in
foreign currency
Monetary items in foreign currency have been
converted at the exchange rate on the balance sheet
date.
Shares in subsidiaries
Investment in subsidiaries has been valued at cost in
the parent company. In case of impairment which is
not temporary, the investment has been written down
to fair value if mandated according to GAAP.
Revenue
Revenue comprises the fair value of the consideration
received or receivable for the sale of goods and
services in the ordinary course of the group’s
activities. Revenue is shown net of value-added tax,
returns, rebates and discounts and after eliminating
sales within the group.
Ensurge Micropower ASA recognizes revenue when
the amount of revenue can be reliably measured, it
isprobablethatfutureeconomicbenefitswillflowto
theentityandwhenthespecificcriteriahavebeen
met for each of the group’s activities, as described
below.
(a) Sales of goods
The Company had zero sales in 2021. In 2020,
the Company sold Electronic Article Surveillance
(EAS) anti-theft tags from existing inventory. The
performance obligation was to deliver distinctive
goods, and the performance obligation was
satisfiedwhenthecontrolwastransferredtothe
customer being at the point of delivery of the
goods. Sales of goods are recognized when the
risks and rewards of ownership are transferred to
the customer, the costs incurred in respect of the
transaction can be measured reliably, and Ensurge
retains neither continuing managerial involvement
to the degree usually associated with ownership nor
effectivecontroloverthegoodssold.
(b) Rendering of services
The Company provides engineering and support
services to strategic customers and partners.
Revenue from services is recognized when, or in the
same period as, the group has provided the services.
Government grants
Government grants are recognised when there is
reasonable assurance that the grant will be received
and the conditions will be complied with. Grants
whicharerelatedtospecificdevelopmentprograms
with commercial end-objectives are recognised as
other operating revenue over the period necessary
to match them with the related costs, for which they
are intended to compensate, on a systematic basis.
Grants or other contributions in the form of tax credit
are credited against costs.
Intangible assets
ReferenceismadetoNote2.6intheConsolidated
Financial Statements.
Receivables
Accounts receivable and other receivables have been
recorded at face value after accruals for expected
losses have been deducted. Accruals for losses have
been made based on an individual assessment of
each receivable.
Cash and bank deposits
Cash and bank deposits include cash, bank deposits
and cash equivalents with a due date less than three
months from acquisition.
Annual Report | 2021 | 49
Cash flow statement
Thecashflowstatementispreparedinaccordance
with the indirect method.
Costs
In principle, cost of sales and other expenses are
recognized in the same period as the revenue to
which they relate. In instances where there is no clear
connection between the expense and revenue, the
apportionment is estimated.
Share based remuneration
The Company may issue independent subscription
rights to employees and individual consultants
performing similar work and accounts for these
transactions under the provisions of NRS 15A and
generally accepted accounting principles in Norway.
Two types of expenses are recognized related to
grant of subscription rights: (i) Notional cost of
subscription rights is recognized at time of grant
and calculated based on the Black-Scholes model
(share price at time of grant, exercise price, expected
volatility, duration and risk-free interest rate). The
2021SubscriptionRightsPlanvests50percenton
thefirstanniversaryand50percentonthesecond
anniversary. The notional cost of subscription
rights as share based remuneration is expensed
buttheequityeffectisnilbecausethecontraitem
is a notional equity injection of equal amount. (ii)
Employer’s tax expense is accrued based on the net
present value of the subscription right as an option
on the balance sheet date. The value varies with the
share price and may entail a net reversal of costs.
When the parent has an obligation to settle the share
based payment transaction with the subsidiaries’
employees by providing the parent’s own equity
instruments, this is accounted for as an increase in
equity and a corresponding increase in investment in
subsidiaries.
Tax on profit
Tax cost has been matched to the reported result
before tax. Tax related to equity transactions has
been charged to equity. The tax cost consists of
payable tax (tax on the directly taxable income for
the year) and change in net deferred tax. The tax
cost is split into tax on ordinary result and result
from extraordinary items according to the tax base.
Netdeferredtaxbenefitisheldinthebalancesheet
onlyiffuturebenefitcanbejustified.
Consolidated items
Insignificantitemshavebeencombinedorincluded
in similar items in order to simplify the statements.
Lines which are zero or about zero have been omitted
except where it has been deemed necessary to
emphasize that the item is zero.
Estimates and judgmental
assessments
The preparation of the annual accounts in
accordance with the generally accepted accounting
principles requires that the management make
estimatesandassumptionsthataffecttheincome
statement and the valuation of assets and liabilities.
Estimates and related assumptions have been based
on the management’s best knowledge of past and
recent events, experience and other factors which
are considered reasonable under the circumstances.
Estimates and underlying assumptions are subject
to continuous evaluation.
3. Significant events, going
concern, events after the
balance sheet date, financial
risk
Significant events
ReferenceismadetoNote28intheConsolidated
Financial Statements.
Going concern
Reference is made to Note 2.1 in the Consolidated
Financial Statements.
Financial risk factors
ReferenceismadetoNote4.2intheConsolidated
Financial Statements.
50 | Annual Report | 2021
4. Equity
Amounts in NOK1,000
Share
capital
Other
paid-in
equity
Other
reserves
Uncovered
loss Total
Balance at 1January 2021 108,410 47,710 (24,442) (122,354) 9,324
Share based compensation 41,359 41,359
Warrant exercises and Private
Placement and subsequent offerings,
total(approved20Mayand19August
2020)
76,123 18,814 64,802 159,739
Private Placement (March 2021) 7,582 48,935 56,517
Net profit (loss) for the year (238,815) (238,815)
Balance at 31December 2021 192,115 156,818 40,360 (361,170) 28,124
Balance at 1January 2020 128,906 0 0 (136,968) (8,062)
Reduction of share capital by
reduction of PAR
(122,461) 122,461 —
Share based compensation 3,777 3,777
Private placement, warrant exercises
and subsequent offerings, total
(approved20Mayand19August
2020)
101,965 43,933 (24,442) 121,456
Net profit (loss) for the year (107,847) (107,847)
Balance at 31December 2020 108,410 47,710 (24,442) (122,354) 9,324
5. Property, plant and equipment
Current facilities are rented with furniture included. Minor computing and communications equipment have
been expensed.
6. Investment in subsidiaries
In 2019 the remainder of the shares in subsidiaries were written down to zero, except for Thin Film Electronics
AB (Sweden). The Company initiated the process of dissolving many of the subsidiaries in 2020 and completed
the process in 2021.
The investments are held at the lower of cost and fair value in the balance sheet in 2021.
Annual Report | 2021 | 51
Amounts in NOK1,000 Per cent holding Per cent of votes Book value
Ensurge Micropower Inc. - CA, USA
At31December2021 100% 100%
Accumulated cost 309,273
Accumulated impairment charge (309,273)
Net book value at 31December 2021 —
Ensurge Micropower Inc. - CA, USA
At31December2020 100% 100%
Accumulated cost 287,579
Accumulated impairment charge (287,579)
Net book value at 31December 2020 —
ThelocalcurrencyofEnsurgeMicropowerInc.isUSD.ThenetincomeinUSDin2021wasalossof
USD33,312thousandcomparedtoalossofUSD3,284thousandin2020.Thetotalequity31December
2021wasUSD(21,159)thousand(2020:USD(21,860)thousand).Theshareswerefullyimpairedasof
31December2019.TheprovisionwasmainlytriggeredbytheimpairmentofPPEinINCasaresultofthe
corporaterestructuring(pleaserefertoNote6intheConsolidatedFinancialStatements).
Thin Film Electronics KK (Tokyo, Japan), is a 100% owned subsidiary, which was fully written down in 2016,
as all activity in the Japanese legal entity had ceased.
Thin Film Electronics HK Ltd. (Hong Kong), is a 100% owned subsidiary, which was fully written down in
2018.ThenetlossinHKDin2020wasHKD73thousand,whilethetotalequityat31December2020was
HKD6thousand.TheCompanyhassubmittedallnecessarypaperworktodissolvethelegalentityin2020
and received final confirmation from the government in 2021.
TFE Holding (NV, USA), is a 100% owned subsidiary, of which the only activity is holding shares in Ensurge
Micropower Inc. Net book value is zero in both 2021 and 2020.
Thin Film Electronics AB (Linköping, Sweden), is a 100% owned subsidiary. The net loss in SEK in 2020 was
SEK184,whilethetotalequityat31December2020wasSEK(941)thousand.Thebalanceat31December
2019ofNOK37,376thousandwasforgivenin2020.Thecompanycompletednecessarystepstodissolve
the legal entity in 2021.
Thin Film Electronics UK Ltd. was established in March 2017. The net loss in GBP in 2020 was GBP 10
thousand.Totalequity31December2020wasGBP171.Theinvestmentwasfullyimpairedin2019whenthe
Company ceased the operation in the UK. The Company completed necessary steps to dissolve the legal
entity in 2021. Thin Film Electronics UK Ltd. has taken advantage of section 479a of the UK Companies Act
2006 to be exempt from audit of its financial statements for the years 2021 and 2020.
ThinFilmElectronicsSingaporePteLtd.wasestablishedinNovember2017.ThenetincomeinSGDin2020
wasalossofSGD1,521thousandwhilethetotalequityat31December2020wasSGD3,789.Theinvestment
was fully impaired in 2019 when the Company ceased the operation in Singapore. The Company completed
the necessary steps to dissolve the legal entity in 2021.
Guarantees provided to subsidaries
AsapartoftherelocationofEnsurge’sUSheadquartersin2017aUSD1,600thousandLetterofCreditwas
issued by Ensurge Micropower ASA to the landlord. Ensurge Micropower ASA has in addition entered into a
Tenancy Guaranty with the landlord. The guaranty is given to secure payment of the lease rent.
TheinitialGuarantyliabilityamountedtoUSD5,000thousandandreducesonanannualbasisofUSD500
thousand per year commencing with the second lease year until the liability reaches zero dollars. As of
31December2021,theGuarantyliabilityamountedtoUSD3,000thousand.
52 | Annual Report | 2021
7. Intangible assets
Amounts in NOK1,000
Purchased
intellectual
property
Negative
goodwill
Capitalized
development
costs Total
Amortization period, years (linear) 13–16 5
Accumulatedcosts31December2021 15,872 (2,925) 12,744 25,691
Amortizationat31December2021 (15,872) 2,925 (12,744) (25,691)
Net book value 31December 2021 — — — —
Accumulatedcosts31December2020 15,872 (2,925) 12,744 25,691
Amortizationat31December2020 (15,872) 2,925 (12,744) (25,691)
Net book value 31December 2020 — — — —
The purchased intellectual property relates to licensing of certain patents. The portfolio is reviewed for
impairment annually by comparing the book value to the fair market value at the patent level. In 2019 the
remainingunamortizedbalanceofNOK8,391wasimpairedinfullastheCompanyreviseditsstrategy
whereby the future value of these patents are uncertain.
In 2019 it was decided that the capitalized development costs relating to NFC SpeedTap
™
would not be
furthercommercializedandtheremainingcostsofNOK12,744wereimpaired.
Theassetsareassessedannually.Duetouncertaintyoffutureuseandcommercialization,noreversalwas
identified for 2021.
8. Trade and other receivables
Amounts in NOK1,000 31December 2021 31December 2020
Customer receivables 1,233 1,192
Intercompany receivable from Ensurge
Micropower Inc.
39,214 —
Other receivables, prepayments 664 75
Less: provision for impairment of receivables (40,447) (1,192)
Receivables — net 664 75
All customer receivables are due within one year and book value approximates fair value. The
intercompany receivable from Ensurge Micropower Inc. bears interest at the US government 10 year bond
rateplusonepercent(2.52percentfor2021).ThetotalamountdenominatedinNOKis664thousand
(2020:NOK75thousand).
OfotherreceivablesNOK664thousandwerenotpastdueasof31December2021.
The company assesses impairment risk on an individual basis.
Annual Report | 2021 | 53
9. Cash and bank deposits
Amounts in NOK1,000 31December 2021 31December 2020
Bank deposits excluding restricted cash 16,232 25,762
DepositforLetterofCredit(restricted) 14,111 13,652
Depositforwithheldtax(restricted) 46 82
Depositforwarrantexercises,sharesnotyet
registered (restricted)
2 1,950
Total 30,391 41,445
AsapartoftherelocationofEnsurgeMicropowerInc.’sUSheadquartersin2017,aUSD1,600thousand
Letter of Credit was issued to the landlord.
Payablewithheldtaxamountsat31December2021wasNOK46thousand.
10. Share capital
ReferenceismadetoNote12intheConsolidatedFinancialStatements.
11. Sales revenue
Amounts in NOK1,000 2021 2020
Sales of goods — 4,741
Total — 4,741
No warranty costs, penalties or other losses were related to sales revenue in 2021 or 2020.
12. Government grants
In2018EnsurgeASAhadaprojectqualifiedfortheSkatteFUNNschemeforthethree-yearhorizon2018-2020,
which relates to the innovative manufacturing of smart NFC labels enabling the Internet of Everything (IoE).
ThefinalcontributionfromtheSkatteFUNNproject,receivedin2020,wasNOK2million.TheSkatteFUNN
grant has been credited against cost on a systematic basis.
To receive grants from SkatteFUNN, the Company had to engage in research and development activities that
qualify for the SkatteFUNN programme. The costs incurred had to be reported annually to the Norwegian tax
authorities. The Company reported progress and achievements to the Research Council of Norway.
54 | Annual Report | 2021
13. Salaries and other benefits
Amounts in NOK1,000 2021 2020
Salaries 4,139 5,867
Social security costs 273 266
Share-based compensation (subscription rights),
notional salary cost
21,183 3,777
Share-based compensation (subscription rights),
accrued employer´s tax
315 317
Pension contribution 100 107
Other personnel related expenses, including
recruiting costs
— 12
Total 26,010 10,346
Average number of employees for the year 1 1
Numberofemployees31December 1 1
At the end of 2021 there was one fulltime employee in the company (2020: 1 fulltime employees).
The company has only defined contribution pension plans. Contributions are expensed and paid when
earned.
Compensation to senior management
Amounts in NOK1,000
Salary
Pension
contribution Bonus
Share-based
remuneration
2021
Kevin Barber, CEO 3,304 100 1,370 15,570
2020
Kevin Barber, CEO 3,606 107 2,261 2,967
The salary amount is the salary declared for tax purposes. Bonus is the amount earned and accrued at
year end.
Bonuses earned in 2019 were subsequently paid 2020. Bonuses earned in 2020 have been paid in 2021. An
additionalbonus,relatedto2019butnotrecognizeduntil2020,forNOK600thousand,waspaidtotheCEO.
The value of share-based remuneration is the expensed amount excluding employer’s tax in the period for
incentive subscription rights.
No subscription rights were exercised in 2021 or 2020.
The Company has not made any advance payments or issued loans to, or guarantees in favour of, any
members of management.
Remuneration to the board of directors
ReferenceismadetoNote19intheConsolidatedFinancialStatements.
Annual Report | 2021 | 55
14. Income tax expense
ThetaxontheCompany’sprofitbeforetaxdiffersfromthetheoreticalamountthatwouldariseusingthe
weightedaveragetaxrateapplicabletoprofitsoftheconsolidatedentitiesasfollows:
Amounts in NOK1,000 2021 2020
Profit (loss) before tax (238,815) (107,847)
Tax (tax income) calculated at corporate tax rate (43,912) (23,726)
Permanent differences 9,417 487
Effect of change in tax rates (23% to 22%) /
(23%to22%)
34,495 23,239
Tax charge 0 0
Corporate tax rate 22% 22%
15. Deferred income tax
DeferredincometaxassetsandliabilitiesareoffsetwhentheCompanyhasarighttooffsetcurrenttaxassets
againstcurrenttaxliabilitiesandwhenthedeferredincometaxesrelatetothesamefiscalauthority.
Theoffsetamountsareasfollows:
Amounts in NOK1,000 31December 2021 31December 2020
DeferredincometaxassetIntangibleasset (7,705) (7,959)
Tax loss carried forward (580,179) (553,391)
Calculated deferred tax asset (587,884) (561,350)
Impairment of deferred tax asset 587,884 561,350
Deferred tax asset in the balance sheet — —
The Company has not recognised the tax asset as there is uncertainty relating to future taxable income
for utilization of the tax loss carried forward, and the taxable loss on intangible assets. There is no
expiration date on the tax loss carried forward. No tax item has been recorded directly to equity.
The unrecognized deferred tax asset is calculated by applying the local tax rates in Norway with tax rate
22% (2020: 22%).
56 | Annual Report | 2021
16. Related party transactions
a) Transactions with related parties:
Amounts in NOK1,000 2021 2020
Sales,marketing,R&Dandmanufacturingservices
from Ensurge Micropower Inc.
143,118 85,475
Intercompany interest income on loan to Ensurge
Micropower Inc.
(2,034) (1,568)
Purchases of services from law firm Ræder 3,883 2,551
Purchase of services from Acapulco Advisors AS 1,345 250
Purchase of services from Alden AS 300 —
Ensurge’s chairman, Morten Opstad, is a partner of Advokatfirmaet Ræder AS, who is also Ensurge’s legal
counsel. The amounts do not include Mr. Opstad’s service as chairman. Mr. Opstad and close associates hold
shares in Ensurge.
In2021,EnsurgerecordedNOK1,345thousandforadvisoryservicesfromAcapulcoAdvisorsAS,anEnsurge
shareholder.
Inconnectionwiththeprivateplacementofsharesannouncedon1March2021,EnsurgerecordedNOK300
thousand for a share lending agreement with Alden AS, an Ensurge shareholder.
Robert N. Keith, a shareholder of Ensurge, entered into a consulting service agreement with effect from
1January2013.Mr.KeithassistsEnsurgeinstrategicanalysisandindealingwithlarger,international,
prospective partners. Mr. Keith waived his compensation for services provided in 2021 and 2020.
Transaction prices are based on what would be the prices for sale to third parties and are net of VAT.
b) Year-end balances arising from sales/purchases of goods/services with
related parties
Amounts in NOK1,000 2021 2020
Payable from Ensurge Micropower
Inc.
39,214 30,002
Payable to Thinfilm UK — 247
Payable to law firm Ræder 130 1,478
17. Other operating expenses
Amounts in NOK1,000 2021 2020
Premises, supplies 590 7,143
Sales and marketing 110 212
Bad debt 39,214 —
Other expenses 1,657 1,689
Sum 41,571 9,044
EnsurgepaysrentforpremisesinOslo(Norway)onamonthtomonthbasis.ThemonthlyrentisNOK11
thousand per month.
Ensurge Micropower ASA has not entered into any other lease agreements.
Bad debt expense relates to receivable from subsidiary. See Note 8.
Annual Report | 2021 | 57
Remuneration to the auditor (ex VAT)
Amounts in NOK1,000 2021 2020
Audit 1,773 1,472
Other assurance services 225 195
Tax services 20 40
Total 2,018 1,707
18. Contingent liabilities
ReferenceismadetoNote25intheConsolidatedFinancialStatements.
19. Shareholders, warrants and subscription rights
ReferenceismadetoNote26intheConsolidatedFinancialStatements.
20. Statement on management remuneration policy
ReferenceismadetoNote27intheConsolidatedFinancialStatements.
58 | Annual Report | 2021
Corporate Social
Responsibility (CSR)
Statement
The Ensurge Micropower ASA Group recognizes
that it has important obligations regarding 1) the
conditions within its facilities and organization,
relating to, inter alia, social and employee matters,
equal opportunities and anti-discrimination, 2) its
impact on the environment and the relationships it
maintains with the communities in which it operates,
and 3) respect for human rights, anti-corruption and
anti-bribery matters As such, it adheres to policies
related to these obligations and strives to achieve
goals that engender safety, health, fairness, diversity,
integrity, compliance, and sustainability.
The Company’s business model
The objective of the Company shall be Energizing
Innovation™withultrathin,flexible,andsafeenergy
storage solutions for wearable devices, connected
sensors, and beyond. The Company believes that
Ensurge’s innovative solid-state lithium battery
(SSLB) technology could be uniquely positioned to
enable the production of powerful, lightweight, and
cost-effectiverechargeablebatteriesfordiverse
applications.
Social and employee matters,
equal opportunities, and anti-
discrimination
Policies and objectives
Ensurge promotes equality and non-discrimination,
fairness, and ethical behavior. The Company
aimstoofferapleasant,well-equipped,and
risk-free work environment. It maintains fair and
balanced employment practices and complies
with all applicable labor laws applicable to the
countries, regions, cities, and towns in which it
operates. Ensurge encourages and expects similar
commitments from its customers, partners, suppliers,
and other vendors with whom the Company works.
Ensurge’s objectives are to maintain a secure, safe,
and healthy work environment for all employees
of the Company and to continue to be a globally
diverse company that strongly distances itself from
any form of discrimination. Ensurge makes every
reasonableefforttosecureahealthy,safe,andlawful
work environment, and the Company complies with
all applicable laws, rules, and regulations concerning
occupational health, safety, and environmental
protection. The Company’s policies prohibit
discrimination against employees, shareholders,
directors, customers, partners, suppliers, and
other vendors on account of gender, race, sexual
orientation, religion, disability, nationality, political
opinion, and social or ethnic origin. Employees are
provided with an Employee Handbook outlining
corporate policy. Workplace diversity at all levels is
highly encouraged and monitored. All persons shall be
treated with dignity and respect and are encouraged
to assist in creating a work environment free from
any form of discrimination. The necessary conditions
for a safe and healthy work environment shall be
provided for all employees of the Company.
At Ensurge Micropower, Inc. (US subsidiary), all
employees are required to complete a safety training
coursewithintheirfirstmonthofemployment.In
compliancewiththeSafeDrinkingWaterandToxic
Enforcement Act of 1986 of the State of California,
commonly referred to as Proposition 65, Ensurge
Micropower, Inc. also informs employees of the onsite
presence of any known chemical known to cause
cancer or reproductive toxicity.
Corporate Social Responsibility (CSR) Statement
Annual Report | 2021 | 59
Ensurge is committed to fully complying with all
applicable laws regarding equal employment
opportunities. Employees who believe they have been
subjected to any form of unlawful discrimination may
submit a complaint to their manager, any member of
the management team, and/or Human Resources.
The Company encourages all employees to
immediately report incidents of harassment or other
conduct prohibited by its anti-harassment policy so
that complaints can be resolved in a fair and timely
manner.
Environmental Impact
Policies and objectives
Ensurge requires that all subsidiaries of the Ensurge
Group follow all current environmental laws and
regulations for the jurisdictions in which they
reside and operate. Ensurge routinely evaluates
the environmental impact of its production — and
manufacturing — related activities, with particular
emphasis on the potential risks regarding present and
future operations. Ensurge operates its production
facility and laboratories in San Jose, California.
Ensurge strives to monitor waste production, such
as chemicals and electronics materials, to evaluate
where and how the Company can improve – such
as using fewer chemicals, leveraging alternative
materials, and/or maximize the usage of current
materials. Ensurge recognizes the impact that
hazardous waste can have on the environment
and takes every reasonable precaution to discard
and recycle waste according to federal, state, and
regional laws and regulations.
In the San Jose, California facility, Ensurge partners
with a licensed Environmental Services provider
and strict guidelines are followed for the storage
and disposal of hazardous material. The State of
California tracks any Ensurge hazardous material
shipmentstothefinaldisposal/incinerationsiteto
ensure overall compliance.
Human rights, anti-corruption
and anti-bribery
Policies and objectives
ItisimportantthatEnsurgestaffmembersdo
not place themselves in situations whereby their
fidelitycanbeunderminedorinwhichtheymaybe
vulnerable to external pressures contrary to Ensurge’s
or their own integrity. It is communicated and
expected that all employees do not accept, either for
themselves or on behalf of others, gifts, fees, services
orotherbenefitswhichcouldinfluencethewaythey
discharge their duties or are intended to exert such
influencebythegiver.
Ensurge’s objectives are to systematize and further
improve internal training and education as it relates
to ethics and anti-corruption compliance. Ensurge’s
Ethical Guidelines are based on respect and fairness
in all aspects of the Company’s business dealings.
We demand and expect that our employees — at
every level of the organization — adhere to applicable
laws and regulations in the countries where we do
business. Ensurge has a clear stance on corruption.
Employees must always comply with applicable anti-
bribery laws; and each manager and employee is
responsible for compliance within his or her area of
authority, and must report any suspected violation to
HR, corporate management, and in certain cases, the
local authorities.
60 | Annual Report | 2021
Responsibility Statement
The board and the CEO have today reviewed and
approved this report of the board of directors as well
astheannualfinancialstatementsfortheEnsurge
Micropower ASA Group and parent company as of
31December2021.Theconsolidatedannualfinancial
statements have been prepared in accordance
with IFRS as adopted by the EU and the additional
requirements in the Norwegian accounting act.
Theannualfinancialstatementsfortheparent
company have been prepared in accordance
with the Norwegian accounting act and generally
accepted accounting principles in Norway. The
notesareanintegralpartoftherespectivefinancial
statements. The report of the board of directors has
been prepared in accordance with the Norwegian
accounting act and generally accepted accounting
principles in Norway.
Weconfirmthat,tothebestofourknowledge,the
informationpresentedinthefinancialstatements
gives a true and fair view of the group’s and the
parentcompany’sassets,liabilities,financialposition
and result for the period viewed in their entirety,
and that the report from the board of directors and
ManagingDirector(CEO)givesatrueandfairviewof
thedevelopment,performance,andfinancialposition
of the group and the parent company, and includes
a description of the principal risks and uncertainties
which the group and the parent company are facing.
Responsibility Statement
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 26 April 2022
Kevin Barber
ManagingDirector(CEO)
Morten Opstad
Chairman
Preeti Mardia
Board Member
Jon Castor
Board Member
KellyDoss
Board Member
Annual Report | 2021 | 61
Auditor’s Report
Auditor’s Report
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities
(collectively, the “Deloitte organization”). DTTL (
also referred to as “Deloitte Global”) and each of its member firms and related entities are legally
separate and independent entities, which cannot obligate or
bind each other in respect of third parties. DTTL and each DTTL member firm and
related entity is liable only for its own acts and omissions, and not those of e
ach other. DTTL does not provide services to clients. Please see
www.deloitte.no to learn more.
© Deloitte AS
Registrert i Foretaksregisteret Medlemmer av Den
norske Revisorforening
Organisasjonsnummer: 980 211 282
Deloitte AS
Dronning Eufemias gate 14
Postboks 221 Sentrum
NO
-0103 Oslo
Norway
Tel:
+47 23 27 90 00
www.deloitte.no
To the General Meeting of Ensurge Micropower ASA
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Ensurge Micropower ASA, which comprise:
• The financial statements of the parent company Ensurge Micropower ASA (the Company), which comprise the
balance sheet as at 31 December 2021, the profit and loss statement and cash flow statement for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Ensurge Micropower ASA and its subsidiaries (the Group), which
comprise the consolidated statement of financial position as at 31 December 2021, the consolidated statement
of comprehensive income, the consolidated statement of changes in equity and consolidated statement of cash
flow for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31 December
2021, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian
Accounting Act and accounting standards and practices generally accepted in Norway, and
• the financial statements give a true and fair view of the financial position of the Group as at 31 December 2021,
and its financial performance and its cash flows for the year then ended in accordance with International
Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company and the Group as required by laws and regulations and
the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
The Company shares were admitted to listing in January 2008. We have been the auditor since before the Company
were listed. We have been the auditor of the Company for fourteen years from the listing, including the listing year.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the financial statements of the Group and Note 1 in the financial statements of the
parent and in the Board of Directors’ report. The Group and the parent are operating at a loss and management
estimate the Group and the parent have funds to support operations into third quarter of 2022. There is no
assurance that management will be successful in raising funds. Failure to obtain funding would adversely affect the
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ability to continue as a going concern and consequently the Group and the parent might enter into liquidation. As
stated in Note 2 in the financial statements of the Group and note 1 in the financial statements of the parent and in
the Board of Directors’ report, the liquidity situation, along with other matters as set forth in the notes and the
Board of Directors’ report, indicate that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined
that there are no key audit matters to communicate in our report.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of
Directors’ report and the other information accompanying the financial statements. The other information comprises
information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other
information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report
and the other information accompanying the financial statements. The purpose is to consider if there is material
inconsistency between the Board of Directors’ report and the other information accompanying the financial
statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’
report and the other information accompanying the financial statements otherwise appear to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the
other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable legal requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance
and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for
the preparation and true and fair view of the consolidated financial statements of the Group in accordance with
International Financial Reporting Standards as adopted by the EU, and for such internal control as management
determines is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial
statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise
will cease operations. The consolidated financial statements of the Group use the going concern basis of accounting
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but
to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
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Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error.
We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's or the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company and the Group's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on compliance with Regulation on European Single Electronic Format (ESEF)
Opinion
We have performed an assurance engagement to obtain reasonable assurance that the financial statements with file
name ensurge-2021-12-31-en.zip have been prepared in accordance with Section 5-5 of the Norwegian Securities
Trading Act (Verdipapirhandelloven) and the accompanying Regulation on European Single Electronic Format (ESEF).
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In our opinion, the financial statements have been prepared, in all material respects, in accordance with the
requirements of ESEF.
Management’s Responsibilities
Management is responsible for preparing, tagging and publishing the financial statements in the single electronic
reporting format required in ESEF. This responsibility comprises an adequate process and the internal control
procedures which management determines is necessary for the preparation, tagging and publication of the financial
statements.
Auditor’s Responsibilities
Our responsibility is to express an opinion on whether the financial statements have been prepared in accordance
with ESEF. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE)
3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard
requires us to plan and perform procedures to obtain reasonable assurance that the financial statements have been
prepared in accordance with the European Single Electronic Format.
As part of our work, we performed procedures to obtain an understanding of the company’s processes for preparing
its financial statements in the European Single Electronic Format. We evaluated the completeness and accuracy of
the iXBRL tagging and assessed management’s use of judgement. Our work comprised reconciliation of the financial
statements tagged under the European Single Electronic Format with the audited financial statements in human-
readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Oslo, 26 April 2022
Deloitte AS
L
Laarrss AAttllee LLaauuvvssnneess
State Authorised Public Accountant
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Annual Report | 2021 | 65
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66 | Annual Report | 2021
Corporate Governance
Resolved by the board of directors of Ensurge
Micropower ASA (the “Company” or “Ensurge”) on
25 April 2022. The statement outlines the position of
the Company in relation to the recommendations
contained in the Norwegian Code of Practice for
Corporate Governance dated 14 October 2021
(“the Code”). The Code is available at www.nues.no
and from Oslo Børs. In the following, the board of
directors will address each section of the Code and
explain the areas, if any, where the Company does
not fully comply with the recommendations and
underlying reasons.
1. Implementation and reporting on
Corporate Governance
The Company seeks to create sustained shareholder
value for the shareholders in a sustainable manner,
whiletakingintoaccountfinancial,socialand
environmental considerations. The Company makes
everyreasonableefforttocomplywiththeword
and intent of the laws, rules and regulations in the
countries and markets in which it operates. Ensurge
is not aware of being in breach of any such statutory
laws, rules or regulations. The Company pays due
respect to the norms of the various stakeholders in
the business. In addition to the shareholders, the
Company considers its employees, Ensurge’s business
partners, the society in general and the authorities
as stakeholders. Ensurge is committed to maintain a
high standard of corporate governance, be a good
corporate citizen and demonstrate integrity and high
ethical standards in all its business dealings.
The Ensurge Group presently has 35 ordinary full-
time employees, 2 part-time employees, and a few
consultants on site. The board of directors believes
that, in the present organization, the board and
management have monitoring and control systems
in place that generally ensure insight into and control
over the activities, although consistent with the
philosophy of continuous improvement, the board
and management are making and intend to make
improvementstothelegalandfinancialfunctions
that are essential to the performance of these
monitoring and control systems. (Note: In this review,
the noun “the management” includes all persons
conducting managerial functions, whether employed
or otherwise contracted).
In a separate document the board has resolved
ethical guidelines that apply to all employees,
consultants and contractors as well as the elected
board members. The ethical guidelines also
incorporate the Company’s guidelines on corporate
social responsibility.
2. Ensurge’s business
The objectives of the Company shall be Energizing
Innovation
™
withultrathin,flexible,andsafeenergy
storage solutions for wearable devices, connected
sensors, and beyond.
The description of the Company’s business, as
contained in the Articles of Association, was, at the
2021 Annual General Meeting, updated and given a
more precise description to cover such objectives.
The Company believes that Ensurge’s innovative
solid-state lithium battery (SSLB) technology could
be uniquely positioned to enable the production
ofpowerful,lightweight,andcost-effective
rechargeable batteries for diverse applications. The
Company is currently focused on realizing these
objectives, which may be carried out in full internally,
or in whole or in part externally through collaborative
effortswithoneormoreoftheCompany’secosystem
and commercial partners.
The Company’s business goals and principal
strategiesaredefinedinthebusinessplansthat
are developed and proposed by management and
reviewed,modifiedasappropriate,andadoptedby
the board of directors. The plans are reviewed and
revised periodically, and when needed.
3. Equity and dividends
The board is aware of and acknowledges the equity
requirements and duty of action in connection with
loss of equity, as set out in the Norwegian Public
Limited Companies Act (the “PLCA”). In the past,
the Company has needed to raise equity on several
occasions to fund its operations and working
capital requirements. The board has proposed to
the general meeting only reasonable authorizations
for share issues, generally limited to 10% of the
Company’s share capital. Such board authorizations
have explicitly stated the type and purposes of
transactions in which the authorizations may be
applied. As of the general meeting(s) to be held in
2022, any proposed authorizations to issue shares
Corporate Governance
Annual Report | 2021 | 67
shall be considered and voted separately by each
type and purpose of such share issues.
The board authorizations to issue shares have been
valid until the next annual general meeting, as
recommended by the Code. The proposals have been
approved by the shareholders.
The Company has in place an authorization to the
board to acquire up to 10 percent of the Company’s
own shares for a maximum price of NOK 1,000 per
share. The board was authorized to decide upon the
manner and terms of the acquisition, disposition,
transfer and sale of its own shares. The length of the
authorization is limited to the earlier of (i) the next
annual general meeting of shareholders (scheduled
for 25 May 2022) or (ii) 30 June 2022.
Ensurge has not yet declared or paid any dividends
on its shares. The Company does not anticipate
paying any cash dividends on its shares in the next
few years.
Ensurge intends to retain future earnings, if any, to
financeoperationsandtheexpansionofitsbusiness.
Any future determination to pay dividends will
dependontheCompany’sfinancialcondition,results
of operation and capital requirements.
4. Equal treatment of shareholders
and transactions with close
associates
The Company places great emphasis on ensuring
equal treatment of its shareholders. The Company
has one class of shares. There are no trading
restrictions or limitations relating only to non-
residents of Norway under the Articles of Association
of the Company. Each share carries one vote. There
are no restrictions on voting rights of the shares.
In the authorizations to issue shares to raise
additional capital for the Company, where the
existing shareholders have resolved to waive the
pre-emptive right to subscribe for shares, the
rationale for doing so has and shall be presented
as part of the decision material presented to the
general meeting. If and when such transactions
are conducted, hereunder when resolved by the
board pursuant to authorizations from the general
meeting,thejustificationwillalsobeincludedinthe
announcements to the market.
Allrelatedpartytransactionsineffectareentered
into on an arm’s length basis. Any future related
party transactions shall be subject to an independent
third-party valuation whenever required unless the
transaction by law requires shareholder approval. The
Companytakeslegalandfinancialadviceonthese
matters when relevant. Members of the board and
the management are obliged to notify the board if
they have any material direct or indirect interest in
any transaction entered into by the Company.
5. Shares and negotiability
All shares are freely assignable. The Articles of
Association do not contain any restrictions on
negotiability of the shares.
6. General meetings
The annual general meeting of shareholders, the
Company’s highest decision-making body, provides
a forum for shareholders to raise issues with
the board as such and with the individual board
members. To the maximum degree possible, all
members of the board shall attend electronically or
in-person at the general meeting. The Company’s
auditors shall also attend the annual general
meeting. The board proposes a person to chair the
meeting, who is then approved by a simple majority
of the votes cast at the general meeting. Notice
of a meeting of the shareholders shall be sent
in a timely manner and the Company shall issue
the notice and documents for a general meeting,
including the proxy form, no later than 21 days
before the date of the general meeting. Foreign
residents will receive the notice and documents in
English. When appropriate, the documents will be
made available at the Company’s website and not
sent to the shareholders.
The board of directors endeavors to provide
comprehensive information in relation to each
agenda item in order to facilitate productive
discussion and informed resolutions at the meeting.
The notice will also provide information on the
procedures shareholders must observe in order to
participate in and vote at the general meeting.
The board of directors may choose whether to
hold a general meeting as a physical meeting
or as an electronic meeting, pursuant to the
PLCA. Shareholders who are unable to attend
the meeting will be provided the option to vote
by proxy in favor or against each of the board’s
proposals. If a general meeting is held as a
physical meeting, shareholders have a right to
attendbyelectronicmeans,unlesstheboardfinds
thatthereissufficientcauseforittorefuseto
allow this. The notice shall contain a proxy form
as well as information of the procedure for proxy
representation. At the meeting, votes shall be cast
separatelyoneachsubjectandforeachoffice/
candidate in the elections. Consequently, the
proxy form shall, to the extent possible, facilitate
separate voting instructions on each subject
andoneachoffice/candidateinelections.The
notice, as well as the Company’s website, will set
out the rights that shareholders have to propose
68 | Annual Report | 2021
resolutions in respect of matters to be dealt with at
the general meeting.
The general meeting has included in Section 7
of the Company’s Articles of Association that
documents which have been made available in a
timely manner on the website of the Company and
which deal with matters that are to be handled
at the general meeting, need not be sent to the
Company’s shareholders.
All reports will be issued on the Oslo Børs
marketplace (www.oslobors.no and www.newsweb.
no) within the Oslo Stock Exchange, and on the
OTCQB Venture Market (https://www.otcmarkets.
com/stock/TFECY/overview). The reports and
other pertinent information are also available at
www.ensurge.com.
7. Nomination committee
Under the Articles of Association, Ensurge has
a nomination committee that is elected by the
annual general meeting for a term of two years. The
nomination committee shall have three members,
including a Chair.
Subject to resolution by the 2022 annual general
meeting, the Company’s guidelines for the
nomination committee shall state that no executive
personnel or board members in the Company should
be a member of the nomination committee.
The nomination committee shall prepare and present
proposals to the annual general meeting in respect of
the following matters:
• Propose candidates for election to the board of
directors,
• Propose the remuneration to be paid to the board
members,
• Propose candidates for election to the nomination
committee, and
• Propose the remuneration to be paid to the
nomination committee members, all of which shall
be resolved by the annual general meeting.
The Company provides information on its website
about the composition of the nomination committee
and any deadlines for submitting proposals to the
committee.
8. Board of directors; composition
and independence
The board acknowledges the Code’s recommendation
that the majority of the members of the board of
directors shall be independent of the Company’s
management and material business contacts and
that at least two of the members of the board
should be independent of the Company’s main
shareholder(s). All board members are required to
make decisions objectively in the best interest of the
Company, and the presence of independent directors
is intended to ensure that additional independent
advice and judgement is brought to bear. The current
board meets the independence criteria of the Code.
The board meets the statutory gender requirements
for the board.
Board members stand for election every two
years.Theboardbelievesthatitisbeneficialfor
the Company and its shareholders that the board
members also are shareholders in the Company and
encourages each member of the board of directors
to hold shares in the Company.
The board pays attention to ensure that ownership
shallnotinanywayaffectorinterferewithproper
performanceofthefiduciaryduties,whichtheboard
and the management owe the Company and all
shareholders.
As and when appropriate, the board takes
independent advice with respect to its procedures,
corporate governance and other compliance matters.
9. The work of the board of directors
The division of duties and responsibility between the
CEO/ManagingDirectorandtheboardofdirectors
is based on applicable laws and well-established
practices, which have been formalized in writing
through a board instruction in accordance with the
Norwegian Public Limited Companies Act. The board
instruction also sets out the number of scheduled
board meetings per year and the various routines in
connection with the board’s work and meetings.
The board instructions state that in situations when
the Chair is not impartial or not operative, the most
senior board member shall chair the board until a
deputy Chair has been elected by and among the
board members present.
The board of directors shall evaluate its performance
and expertise annually. Moreover, the board
will produce an annual plan for its work, with
particular emphasis on objectives, strategy and
implementation.
Any and all related party transactions shall be subject
to an independent third-party valuation whenever
required unless the transaction by law requires
shareholder approval. The Company takes legal and
financialadviceonthesematterswhenrelevant,
to ensure that the Company is made aware of any
possibleconflictsofinterestandtoensurethat
anysuchtransactionsarehandledinasufficiently
thorough manner. The company has a related parties
policy in place.
Annual Report | 2021 | 69
With a compact board of only four members, there
has not been any need for subcommittees to date.
The future need for any sub-committees will be
considered at a minimum annually in connection
with the annual review of the Company’s corporate
governance.
Ensurge is not obliged to have a separate audit
committee and in view of the small number of board
members, the Company’s Audit Committee consists
of all board members who are not also executives
or have similar roles in the Company. The board
instruction includes an instruction for the audit
committee.
10. Risk management and internal
control
The board of directors has adopted internal rules
and guidelines regarding, amongst other things, risk
management and internal control, which rules and
guidelines take into account the extent and nature
of the Company’s activities as well as the Company’s
corporate values and ethical guidelines, including the
corporate social responsibility. The board of directors
shall carry out an annual review of the Company’s
most important areas of exposure to risk and its
internal control arrangements.
In view of the size of the Company and the number
of board members, the board has chosen to elect
the full board (except any board members who
hold executive positions) to constitute the audit
committee. The audit committee policies and
activities are compliant with the Norwegian Public
Limited Companies Act.
The board of directors has adopted an insider manual
with ancillary documents intended to ensure that,
among other things, trading in the Company’s shares
by board members, executives and/or employees,
including close relations to the aforementioned, are
conducted in accordance with applicable laws and
regulations.
Internalcontrolandriskmanagementoffinancial
reporting:
Ensurgepublishesfourinterimfinancialstatements
inadditiontotheordinaryannualfinancial
statements.Thefinancialstatementsshallsatisfy
legal and regulatory requirements and be prepared
in accordance with the adopted accounting policies
and be published according to the schedule adopted
bytheboard.Closingofaccounts,financialreporting
and key risks analysis are provided monthly to the
board of directors.
Ensurge has established a series of risk assessment
and control measures in connection with the
preparationoffinancialstatements.Inconnection
with subsidiaries’ closing of accounts, internal review
meetings are held by management. In addition,
managementidentifiesandproposesriskfactors
and measures linked to important accounting items
or other factors which are reviewed, discussed, and
sometimesmodifiedinconjunctionwiththeboard.
The board also has at least one separate meeting
with the external auditor to review such risk factors
and measures and conducts preparatory reviews
ofinterimfinancialstatementsandannualfinancial
statements.
Afinancialmanualprovidesdetailedinstruction
forfinancialplanning,treasury,accountingand
reporting, and has been reviewed and updated
regularly by the board.
11. Remuneration of the board of
directors
A reasonable cash remuneration to the board
members for their services from the annual general
meeting in 2020 until the annual general meeting
in 2021 was proposed to and resolved at the 2021
annual general meeting. The nomination committee
will propose board remuneration for the period
between the annual general meetings of 2021 and
2022.
At the 2019 Annual General Meeting, two US residents
were elected as new Board members. These Board
members were re-elected at the 2021 Annual General
Meeting. In order for the Company to be able to
attract the interest of these two individuals, and
as share-based incentives represent a relatively
customary and expected board remuneration and
incentive in the US market, a grant of subscription
rights was proposed to, and resolved by, the
Extraordinary General Meeting held on 19 August
2020 (“August 2020 EGM”). In line with this, and to
ensure similar type of remuneration for all board
members, the August 2020 EGM also resolved an
issuance of subscription rights to the non-US board
members.
The subscription rights to be issued to the board
members, as approved by the August 2020 EGM,
were intended to be issued with an exercise price
equal to the subscription price in the private
placement approved at such general meeting, being
NOK0.15[NOK1.35after9:1shareconsolidation]
per share. However, due to US tax laws, US Board
members (and US employees) could not receive
subscription rights with an exercise price below fair
market value as of the date of grant, as that term
70 | Annual Report | 2021
isdefinedunderUStaxlaws.TheAugust2020EGM
therefore also allowed for grants of subscription
rights with an exercise price at fair market value,
asthattermisdefinedunderUStaxlaws.The2021
Annual General Meeting approved an authorization
to the board to issue shares in connection with
restricted stock units (RSUs) to compensate US
Board members (and employees) for the valuation
gap between the intended grants of subscription
rights as authorized on the August 2020 EGM, with an
exercisepriceofNOK0.15[NOK1.35after9:1share
consolidation]pershare,andtheactualgrantswith
an exercise price equal to the fair market value per
share as of the date of grant.
The 2021 Annual General Meeting further approved
andratifiedthegrantingofAnti-dilutivesubscription
rights in the Company, wherein a number of
subscription rights were granted to the Board
members in order to compensate for the dilutive
effectofoutstandingwarrantsintheCompany.
The Board acknowledges that grants of subscription
rightstomembersoftheBoardofDirectorsare
in contradiction to the Corporate Governance
recommendations, but remains of the view that it has
been in the Company and shareholders’ mutual best
interest to make these grants in order to secure and
retain the services of US-based board members.
The Company has in place an agreement with Morten
Opstad, the Chair of the Board, for remuneration for
executive services beyond his board functions and
roleasChairoftheBoard.Moreover,Advokatfirmaet
Ræder AS, in which the Chair, Morten Opstad, is a
partner, renders legal services to the Company.
A board member performing work for the Company
beyond the board duty shall ensure that such
arrangementsdonotinanywayaffectorinterfere
withproperperformanceofthefiduciarydutiesas
a board member. Moreover, the board (without the
participation of the interested member) shall approve
the terms and conditions of any such arrangements.
Adequate details shall be disclosed in Ensurge’s
annualfinancialstatements.
12. Remuneration of executive
personnel
Salary and other remuneration to the executive
personnel in the Company is determined pursuant
to the Company’s executive remuneration policy, as
approved by the 2021 Annual General Meeting. The
executive remuneration policy is publicly available on
the Company’s web site.
The executive remuneration policy seeks to align
the interests of the Company’s executives and
its shareholders, and to continuously improve
sustainable performance. Furthermore, the policy
is designed to align the interests of the Company
and its executives to ensure its contribution to the
Company’s commercial strategy, long-term interests
andfinancialviability.
On an annual basis the Company’s compensation
committee shall review the terms of the executive
remuneration policy, to determine if any revisions
are necessary. Where revisions are required, the
compensation committee shall make proposals to
theBoardwhich,ifsignificantandsubjecttoBoard
approval, are proposed by the Board to the Annual
general meeting for approval. In the absence of any
significantrevisions,theexecutiveremuneration
policy shall be presented and explained by the Board
to the annual general meeting every four years at
minimum. At each annual general meeting, the Board
shall present a remuneration report for the previous
financialyear.
Intheeventofsignificantchangestotheexecutive
remuneration policy, these must be described and
explained in the policy document. The policy shall
describe and explain how the shareholders’ views on
the guidelines, the general meeting’s vote and the
salary reports since the previous vote on the policy
have been taken into account.
13. Information and communications
The board of directors places great emphasis
on the relationship and communication with
the shareholders. The primary channels for
communication are the interim reports, the annual
reportandtheassociatedfinancialstatements.
Ensurge also issues other notices to the shareholders
when necessary or appropriate. The general meeting
of shareholders provides a forum for the shareholders
to raise issues with the board as such and the
individual board members. All reports are issued and
distributed according to the rules and practices at
the market place(s) where Ensurge shares are listed.
The Company shall in due course publish an annual
financialcalendarforthefollowingyear;setting
forth the dates for major events such as its annual
general meeting, publication of interim reports,
Annual Report | 2021 | 71
any scheduled public presentation, any dividend
payment date (if applicable), etc. The reports and
other pertinent information are also available on the
Company’s website, www.ensurge.com.
The board of directors has adopted the following
policies:
• Policyforreportingoffinancialandother
information and investor relations;
• Policy for contact with shareholders outside general
meeting; and
• Policy for information management in unusual
situations attracting or likely to attract media or
other external interest.
ThefinancialreportingofEnsurgeisbelieved
to be fully compliant with applicable laws and
regulations, and the Company retains the services
of an internationally recognized auditor to review its
accounts, policies and procedures. As of the interim
financialinformationforthethirdquarter2007,
Ensurgehasprepareditsconsolidatedfinancial
reports in accordance with IFRS. The current
information practices are adequate under current
rules.
14. Take-overs
There are no take-over defense mechanisms in
place. The board will endeavor that shareholder
value is maximized and that all shareholders are
treated equally. The board shall otherwise ensure full
compliance with Section 14 of the Code.
15. Auditor
The Company’s auditor is fully independent of the
Company. In case the Company should wish to
obtain non-audit services from the auditor, the
amended Auditors Act in Norway requires the board
ofdirectorstoconsiderandconfirminadvancethat
the service is not believed to be prohibited under the
Auditors Act and that any such non-audit service is
ofanatureandlevelthatwillnotaffecttheauditor’s
independence in respect of their statutory audit of
theCompany’sannualfinancialstatements.Inthis
manner, the board must pre-approve any such non-
audit services from the auditor.
The board of directors shall otherwise ensure full
compliance with Section 15 of the Code.
72 | Annual Report | 2021
Articles of Association
§1 The name of the company
The name of the Company is Ensurge Micropower
ASA. The Company is a public limited company.
§2 The company’s business
The Company’s business shall encompass the
development, manufacturing, and sales of solid-state
microbatteries. The Company’s business shall also
include the development of services related to solid-
state microbatteries and the maximization of the
value of the Company’s roll-to-roll facility in San Jose,
California. The Company’s objectives may be carried
out in full internally or in whole or in part externally
throughcollaborativeeffortswithoneormoreofthe
Company’s ecosystem and commercial partners. The
Company’s business may be carried out directly by
the Company and/or through subsidiary companies.
The Company may hold ownership positions in
companies with similar activities.
§3 Registered office
TheregisteredofficeoftheCompanyissituatedin
Oslo.
§4 The company’s share capital
At8March2022,theCompany’ssharecapitalisNOK
210,563,602.92 divided into 212,690,508 shares each
havingaparvalueofNOK0.99.
§5 The company’s governance
The Company’s board of directors shall consist of
from three to nine members, as decided by the
general meeting. The board may grant powers of
procuration.
§6 The general meeting
The ordinary general meeting shall consider and
decide:
1. Adoptionoftheannualfinancialstatementand
report of the board of directors, including the
declaration of a dividend.
2. Election of chairman and members of the
nomination committee, and determination of
remuneration to the members of the nomination
committee.
3. Any other business required by the laws or the
articles of association to be transacted by the
general meeting.
The general meetings of the Company shall as
a general rule be conducted in the Norwegian
language. However, the board of directors may
decide that the English language shall be used.
§7 Exemption from requirements to submit
documents with notice of general meeting
Documentswhichtimelyhavebeenmadeavailable
on the Internet site of the Company, and which deal
with matters that are to be handled at the general
meeting, do not need to be sent to the Company’s
shareholders.
§8 Registration for general meeting
A shareholder who wishes to attend the general
meeting, in person or by proxy, shall notify its
attendance to the Company no later than two days
prior to the general meeting. If the shareholder does
not notify the Company of its attendance in a timely
manner, the Company may deny the shareholder
access to the general meeting.
Articles of Association
Annual Report | 2021 | 73
§9 Nomination committee
a Ensurge Micropower ASA shall have a
nomination committee. The nomination
committee shall have three members, including
a chairman. Members of the nomination
committee shall be elected by the Annual
General Meeting for a term of two years.
a The nomination committee shall:
- Propose candidates for election to the Board
ofDirectors
- Propose the remuneration to be paid to the
Board members
- Propose candidates for election to the
nomination committee
- Propose the remuneration to be paid to the
nomination committee members
a The mandate of the nomination committee
shall be resolved by the Annual General
Meeting.
§10 Relation to the Norwegian public limitied
companies act
Reference is also made to the legislation concerning
public limited companies in force at the relevant time.
BoardofDirectors
74 | Annual Report | 2021
BoardofDirectors
MORTEN OPSTAD has served as Ensurge board
chairsince2006.HeisapartnerinAdvokatfirmaet
Ræder AS in Oslo, Norway. Morten has been a
legal and strategic advisor to multiple successful
companies in the technology sector and has guided
growth from early entrepreneurial stages to stock
exchange listings. He currently serves as board chair
ofIDEXBiometricsASA,listedonOsloBørsand
Nasdaq. Mr. Opstad holds a legal degree (Cand.
Jur.) from the University of Oslo and was admitted
to the Norwegian Bar Association in 1986. He is a
Norwegian citizen and resides in Oslo.
Morten Opstad
Chairman
PREETI MARDIA has diverse business management
and operations leadership experience across the
electronics, telecommunications, banking, and
FMCG sectors. She has successfully scaled multiple
businesses, including world-class semiconductor
manufacturing companies. She has held executive
management positions in technology companies
includingIDEXASA,AxxcssWirelessLtd,and
Filtronic Plc and FMCG leader Cadbury Schweppes
Plc. She has served on the boards of two publicly
listed companies in the United Kingdom, GFinity Plc
and Maistro Plc and is strategically involved in a UK
charity organization. Preeti has a master’s degree in
management from Ashridge Business School in the
United Kingdom and joined the Ensurge board in
2013. She is a British citizen and resident.
Preeti Mardia
Board Member
Annual Report | 2021 | 75
JON CASTOR is an entrepreneur and active
independent private and public company director.
His 25 years of senior leadership experience has
included building both classic Silicon Valley venture
funded startups and two new divisions for Fortune
500 companies. He also has considerable private
and public company M&A experience, including
leading the team of a venture he co-founded through
a double exit. His industry experience includes ICs,
systems, and software, digital media, consumer
electronics and services, and multiple forms of
advanced and renewable power generation. Jon’s
Silicon Valley venture successes include Omneon,
where the team built the world leader in broadcast
videoservers,andTeraLogic,apioneeringHDTV
venture supported by Sony, Mitsubishi, and Samsung,
where he was cofounder and CEO. Jon has an MBA
from the Stanford Graduate School of Business and
a BA with distinction from Northwestern University.
Jon joined the Ensurge board in May 2019 and
served as Chairman of the Strategy Committee. He is
a United States citizen and resident.
KELLY DOSS is a senior marketing executive
and brand consultant. She has over 25 years of
experience in global brand management with a
strong track record of delivering breakthrough
revenue and sales growth in varying channels of
distribution. She has considerable expertise across
the marketing, innovation, and operational functions
in both the alcoholic beverage and beauty categories.
Her industry experience includes 15 years in the
global spirits category, leading marketing for Beam
Suntory in both EMEA and North America and over
10 years in the beauty industry across hair care,
skin care, and color cosmetics. Over the course of
her career, leading cross-functional teams, she has
launched well over 100 new products & multiple
global packaging restages. Kelly has a master’s
degree in international management from the
Thunderbird School of Global Management, and a
BA with honors from the University of Michigan. Kelly
joined the Ensurge board in May 2019. She is a United
States citizen and resident.
Jon Castor
Board Member
Kelly Doss
Board Member
76 | Annual Report | 2021
Executive Management
Executive Management
KEVIN BARBER joined Ensurge as CEO in November 2018. He is
responsible for driving worldwide strategic growth, scaling product
innovation and manufacturing operations while increasing market
penetration and identifying new business opportunities. Mr. Barber was
previouslySeniorVicePresident,GeneralManagerMobileDivisionof
Synaptics, where he drove the strategy, business development, M&A
andexecutionofgrowingrevenuefourfoldtoover$1billionannually.
Previously, he was CEO of ACCO Semiconductor a Venture Capital
funded startup. Prior to ACCO, Mr. Barber served as Senior Vice
President, General Manager Mobile Business at Skyworks Solutions
whereheledthestrategyachievingtopRFpoweramplifiermarketshare
in the high growth mobile market. Prior to Skyworks, Mr. Barber served
as Senior Vice President, Operations at Conexant leading strategic
effortsofglobalmanufacturingscale,technologydevelopment,and
supply chain management enabling Conexant to be a leader in diverse
markets. He holds a Bachelor of Science in Electrical Engineering from
SanDiegoStateUniversityandanMBAfromPepperdineUniversity.Mr.
BarbercurrentlyservesasaBoardDirectoratIntevac.
DAVE WILLIAMSON joined Ensurge in February 2020 and serves as
ActingChiefFinancialOfficer.Heisanexperiencedfinancialexecutive
with years of vice president and senior controller experience at large
public international companies in addition to successful venture backed
companies. Williamson has established a reputation for building world-
classteamsandforaligningfinancialandbusinessmetricstosupport
business strategy and growth. He is based at Ensurge’s San Jose,
Californiaoffice.
Kevin Barber
Chief Executive Officer
Dave Williamson
Acting Chief Financial Officer
Annual Report | 2021 | 77
DR. ARVIND KAMATH joined Ensurge in January 2014 from Kovio,
Inc.,whereheservedasSr.Director,TechnologyDevelopment.At
Ensurge, he has built and led several teams in the areas of technology
development, engineering, and operations. Most recently, he was
responsiblefortheflexiblesubstrateroll-to-rollPDPS(PrintedDopant
Polysilicon) manufacturing scale-up and led the development of
aglobalenablingecosystem.AtKovio,Dr.Kamathledmaterials
and process development and integration of a revolutionary
printed electronics platform based on silicon ink, from feasibility to
qualificationandyieldenhancement.PriortoKovio,heworkedatLSI
Logic in various managerial and specialist roles, including process
engineering,groupmanagement,R&Doperations,SRAMintegration
andyieldenhancement.Dr.KamathearnedaB.Techdegreein
Metallurgical Engineering from the Indian Institute of Technology,
ChennaiandaPh.DinMaterialsScienceandEngineeringfromthe
microelectronics program at The University of Texas - Austin.
Dr. Arvind Kamath
EVP Technology Development
VIJAY PARMAR joined Ensurge in August 2021 and leads the
development and implementation of the company’s go-to-market
strategy. He has extensive leadership experience in both publicly
traded companies and fast-growing startups with particular expertise
in wearables, IoT, and connectivity. He previously served as Founder
and CEO of IoT connectivty pioneer GainSpan and M2M solutions
provider ReZolt, both later acquired. He served in senior leadership role
at Intel, where he launched a business unit focused on IoT connectivity,
andatAMD,whereheledmarketingfortelecommunicationsand
networking products. He serves as a board member of Valencell
and Nymi. Vijay holds a Bachelor of Technology degree in Electrical
Engineering from the Indian Institute of Technology, Bombay and an
MBA from Tulane University.
JAY TU joined Ensurge in October 2021 and leads all aspects of
manufacturing, supply chain, and quality. He brings more than 20
years of experience in high-tech manufacturing and operations
and has scaled up multiple semiconductor, assembly, and roll-
based technologies and products into high-volume production. Most
recently,heservedasvicepresident,operationsatRFIDleaderAlien
Technology, where he built a global supply chain to support a billion-uni
business.JayholdsaPh.D.inelectricalengineeringfromtheUniversity
of California, Berkeley.
Vijay Parmar
VP Sales & Marketing
Jay Tu
VP Operations
78 | Annual Report | 2021
SHANNON FOGLE joined Ensurge in January 2014 from Kovio, Inc. She
leads the Company’s human resources and administrative functions. Ms.
Fogle led the human resources functions at Kovio from 2007 until 2014.
Prior to Kovio, Ms. Fogle worked in various operations roles at Spansion
andAdvancedMicroDevices.ShannonholdsaBachelorofScience
degree in Business Management from San Jose State University and is
CertifiedbytheSocietyofHumanResourceManagement.
Shannon Fogle
VP Global Human Resources
& Administration
Ensurge Micropower Inc.
Annual Report 2021