2022
Annual Report and
Financial Statements
2 | Annual Report | 2022
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 | 2022 | 1
Table of Contents
2 About Ensurge Micropower
3 ReportfromtheBoardofDirectors
11 Consolidated Financial Statements
15 Notes to the Consolidated Financial Statements
41 Ensurge Micropower ASA Annual Financial Statements 2022
44 Notes to the Annual Financial Statements Ensurge Micropower ASA
54 Corporate Social Responsibility (CSR) Statement
56 Responsibility Statement
57 Auditor’s Report
62 Corporate Governance
68 Articles of Association
70 BoardofDirectors
72 Executive Management
2 | Annual Report | 2022
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 microbatteries 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 | 2022 | 3
Report from the
BoardofDirectors
Introduction
Ensurge continued to make progress in 2022
building high performance solid state microbatteries
using our novel and proprietary architecture within
our roll-to-roll (R2R) facility in San Jose. Ensurge
signed several agreements with strategic partners,
engaged with multiple customers and signed its first
production order with a medical wearables company
in December 2022.
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 will provide far
superior solutions for our target markets.
At the TechBlick conference in February 2023, Arvind
Kamath, Ensurge´s EVP Technology Development,
for the first time presented to the public the
performance of the Ensurge Micropower core
battery cells. Key performance metrics, compared
to existing Li-Ion button cells, are twice the energy
density, three times the number of charging cycles,
double charging speed and flexible form factor.
On top of that, solid-state enables far better
safety. The Ensurge Micropower platform is thus
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.
During 2022 Ensurge launched its twin go to market
strategy focusing on working with both strategic
partners and commercial customers.
As strategic partners Ensurge is focusing on
Fortune 500 companies that are in need of our
microbatteries to keep their competitive edge. We
believe Ensurge brings essential battery insight
and solutions to these players, and this has been
confirmed by our strategic partners as well. Ensurge
will continue to work closely with these players and
expect the relationships to be broadened during
2023. The collaboration with these strategic players
will move in stages, and the first stage — providing
engineering samples and testing of those samples
by specific partners — is now behind us. Our battery
performance has been confirmed. Now we expect
to move into the second phase: testing production
ready batteries and starting to discuss use cases for
our battery. The second stage will involve payment
from our strategic partners for use of our IP and
engineering capabilities.
The strategic players are representing a large
market potential for Ensurge — too large to be
handled in our current manufacturing facility. We
are therefore considering alternative manufacturing
locations and business models with our largest
strategic partners.
Ensurge continued to focus on commercial
customers, and received its first purchase order with
a medical wearables company. This represents a
significant milestone for the company, showing that
Ensurge is moving from the R&D and engineering
phase to the commercialization phase.
We have a pipeline of more than 20 identified
customers, and have continued to work closely with
these customers. Our focus is now to move them
from the pipeline to manufacturing. We will prioritize
customers that make up-front payment. The overall
pipeline represents a larger volume of batteries than
we can manufacture at the same time so customers
not making advance payments will wait longer to
receive their batteries.
To protect our IP, Ensurge filed several provisional
patent applications for our solid-state lithium
battery technology in 2022. These patent filings
represent innovations developed over a two-
year period addressing some of the microbattery
industry’s most difficult engineering and
manufacturing challenges including dense cell
architecture, ultrathin packaging, and assembly
integration. Ensurge’s provisional patent
applications support the company’s four pillars
of microbattery innovation: an ultrathin 10µm
steel substrate; semiconductor concepts applied
to stacking and packaging; anodeless solid-state
Report from the BoardofDirectors
4 | Annual Report | 2022
lithium chemistry; and the use of an existing and
proven roll-to-roll manufacturing facility.
At the end of 2022, the Company had 37 full-
time employees, all of whom were based in the
Company’s San Jose, California facility.
Mark Newman took the position as interim CEO
in February 2023, replacing Kevin Barber who
held the position since 2018. Mark is founder
and CEO of Electric Revolution Ventures, and is a
renowned expert, advisor and investor in batteries,
semiconductors, and electric vehicles. Mark was the
top ranked analyst and lead author of Bernstein’s
all time most read research globally, “Electric
Revolution” and “Battery Bible”, and is a frequent
speaker and commentator on these topics. He spent
over a decade as Managing Director and Senior
Analyst covering technology at Bernstein, where
he spearheaded the Electric Revolution thematic
research covering batteries, semiconductors, and
the entire electric vehicle value chain.
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 14March 2023 the EGM approved a private
placement totaling 500,000,000 shares at a
subscription price of NOK0.10 per share, resulting in
gross proceeds of NOK50 million.
As of the date of this report, the company has
sufficient cash to fund operations until June 2023.
To continue to fund the Company’s activities beyond
June 2023, the Company will seek additional funds
from the investor market and 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: -
• 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 Transparency Act
Ensurge Micropower ASA carries out due diligence
assessments in accordance with the requirements of
the Transparency Act, and it is referred to statement
that will be published on our website (ensurge.com)
no later than by 30June 2023.
The group financial statements
Ensurge’s revenue and other income amounted to
USD0 in 2022 and 2021. The Company 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.
Salaries and other payroll costs amounted to
USD12,186 thousand in 2022, compared to USD12,240
thousand in 2021. Operating costs (excluding
depreciation, amortization and impairment charges)
amounted to USD19,978 thousand during 2022 (2021:
19,530 thousand). The increase in operating costs in
2022, compared to 2021, was USD447 thousand, and
was primarily attributable to:
1 USD1,620 thousand higher payroll.
2 USD1,674 thousand lower 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 USD701 thousand higher costs for premises and
supplies.
4 USD199 thousand lower other expense.
The Company focused R&D efforts towards
achieving technical success in solid-state lithium
battery technology development. During 2022,
R&D spending was USD3,029 thousand compared
to USD2,976 thousand for 2021. Depreciation and
amortization charges in 2022 amounted to USD402
thousand, compared to USD47 thousand during the
same period in 2021.
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
Annual Report | 2022 | 5
reversed in part or in full, if a higher asset value can
be defended.
Net financial items for 2022 amounted to an expense
of USD2,988 thousand (2021: USD11,386 thousand
expense). Net financial items in 2022 were primarily
interest expense of USD3,728 thousand. Net financial
items of USD8,800 thousand in 2021 related to the
issuance of WarrantsA, B and C which expired in
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 2022, nor in
2021. The U.S. subsidiary incurred USD32 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 2022 was USD23,369 thousand,
corresponding to a basic loss per share of (USD0.11).
In 2021, the loss amounted to USD30,995 thousand,
corresponding to a basic loss per share of (USD0.16).
Non-current assets amounted to USD2,743 thousand
(31 December 2021: USD2,606 thousand). The
increase in noncurrent assets from 2021 to 2022 was
mainly due to investment in fixed assets. Trade and
other receivables amounted to USD868 thousand
at the end of 2022 (31December 2021: USD915
thousand). Non-current liabilities amounted to
USD16,209 thousand in 2022 (2021: 16,751 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 189percent at the end of 2022,
versus negative 120percent at the end of 2021.
The group’s cash balance decreased by USD1,890
thousand in 2022 (2021: increased by USD1,063
thousand). The net decrease in cash balance is
explained by the following principal elements:
1 USD16,414 thousand outflow from operating
activities,
2 USD486 thousand outflow from investing
activities,
3 USD15,010 thousand inflow from financing
activities.
The USD16,414 thousand outflow from operating
activities is primarily explained by an operating
loss, excluding depreciation and amortization
expense, of USD22,966 thousand. The cash outflow
from operations and investing activities in 2022
was offset by the inflow from financing activities,
primarily attributable to the USD17,098 thousand
raised from private placements. The cash balance
on 31December 2022 was USD4,963 thousand, as
compared to the cash balance on 31December 2021
of USD6,853 thousand.
Parent company financial statements
Revenue and other income in the Parent Company
amounted to NOK0 thousand in 2022 and 2021.
Personnel and payroll costs were NOK21,135
thousand in 2022, versus NOK26,010 thousand in
the preceding year. As of 31December 2022, only
the CEO was employed by the Parent Company. The
Parent Company employed, on average, one full-time
employee during 2022 and 2021.
External purchases of services amounted to
NOK11,376 thousand in 2022 (2021: NOK10,476
thousand). Of the total amount for 2022, (i)
NOK7,029 thousand related to legal, audit and
accounting services (2021: NOK7,231 thousand), (ii)
NOK2,112 thousand was tied to advisory services,
technology support services and recruitment
services (2021: NOK1,298 thousand and (iii)
NOK2,235 thousand related to remuneration of the
Board of Directors (2021: NOK1,947 thousand).
Purchase of services from subsidiaries increased to
NOK264,639 thousand in 2022 from NOK143,118
thousand in 2021, largely as a result of the increase
in personnel costs. Other operating expenses
decreased from NOK41,571 thousand in 2021
to income of NOK34,941 thousand in 2022. The
change is due to the reversal of a provision against
the intercompany receivable recorded in 2021.
Capitalized development costs amounted to NOK0
thousand in 2022 and 2021. The Company did not
capitalize any development costs in 2022 and 2021
as technical feasibility had not yet been achieved.
However, the company can consider capitalizing
development costs in the future.
Net financial items amounted to income of
NOK9,058 thousand in 2022, compared to expense
of NOK17,740 thousand in 2021. The change from
2021 is mainly due to the change in fair value of the
derivative debt of NOK 12,688 offset by impairment
of intercompany investments of NOK15,835
thousand in 2022.
6 | Annual Report | 2022
Share capital
Ensurge shares were listed on Oslo Axess from
30January 2008 until 26February 2015. On
27February 2015, Ensurge shares were transferred
to Oslo Børs (OSE Main List). On 24March 2015,
Ensurge’s American Depository Receipts (ADRs)
commenced trading in the United States on OTCQX
International.
At the end of 2022, there were 244,228,498 (2021:
194,055,317) shares in the Company which were held
by 11,082 shareholders (2021: 11,801 shareholders).
Par value at 31December 2022 was NOK0.99 per
share. On 14March 2023, the EGM approved a
reduction in par value to NOK0.10 per share.
The closing price of Ensurge shares on 30December
2022 was NOK1.8956. The total share turnover
during 2022 amounted to NOK696 million
compared to NOK81 million in 2021, an increase of
approximately 759percent.
There were two exercises of vested incentive
subscription rights during 2022. There were no
subscription rights exercised in 2021.
The board of directors resolved on 27January 2022
to issue in total 116,673 (as adjusted for the 9:1 share
consolidation in March 2022) ordinary shares at a
subscription price of NOK2.97 per share to a former
employee who has exercised incentive subscription
rights granted under the 2020 incentive subscription
rights plan.
The board of directors resolved on 13June 2022 to
issue in total 621,325 shares with an exercise price of
NOK1.35 per share to a former board member who
has exercised incentive subscription rights granted
in accordance with the 19August 2020 resolution by
the EGM.
On 3February 2022, the Company announced the
completion of a private placement of 13,951,267
shares (Tranche1) (as adjusted for the 9:1 share
consolidation in March 2022) and an allocation of
4,567,252 shares (Tranche2) (as adjusted for the 9:1
share consolidation in March 2022) at a subscription
price of NOK5.40 per share, resulting in gross
proceeds of NOK100 million.
On 24February 2022, at an EGM, shareholders
approved an increase to the authorized share capital
to include the shares allocated in Tranche2, the
warrants associated with Tranche1 and Tranche2,
and a 9:1 share consolidation.
Following completion of the 9:1 share consolidations,
the composition of Ensurge’s share capital was
changed from 1,914,214,572 shares, each having a
par value of NOK0.11, to 212,690,508 shares, each
having a par value of NOK0.99. The registration date
of the share consolidation was 11March 2022.
The private placement included two non-tradeable
warrants for every share subscribed for in the
private placement at no additional cost and with an
exercise price equal to NOK5.40. 50% of the private
placement warrants expired on 30June 2022 and the
remaining 50% expired on 30November 2022. No
warrants were exercised.
On 24July 2022, the Company announced that it
secured funding totaling NOK57 million. Of this
amount, NOK46.7 million represents commitments
to subscribe for convertible loans, the balance of
NOK10.3 million for 3,416,666 shares via a private
placement. The convertible loans were approved at
the EGM held 17August 2022. The board of directors
had an authorization from the AGM held 25May 2022
to complete the private placement. The convertible
loans are repayable 17August 2023 and the lenders
are entitled at any time after 17February 2023 to
convert the loans into shares in the Company at a
conversion price of NOK3.00. The convertible loans
carry interest at the rate of 5% per annum.
On 8November 2022, the Company announced
funding of approximately NOK55 million in a private
placement, split into 2tranches. The first tranche,
completed on 8November 2022, totals 18,256,183
shares at NOK2.00 per share. The Ensurge board
of directors approved Tranche1 of the private
placement. The shares allocated to Tranche2 total
9,243,817 at NOK2.00 per share. Tranche2 was
approved by an EGM of the Company on 1December
2022 and was completed 12December 2022.
On 14March 2023 the EGM approved a private
placement totaling 500,000,000 shares at a
subscription price of NOK0.10 per share, resulting in
gross proceeds of NOK50 million. On 14March 2023,
the EGM approved a reduction in par value from
NOK0.99 to NOK0.10 per share.
Pursuant to Section 3-5 of the PLCA, the Board is
obligated to act on loss of equity in the Company
and shall propose to the general meeting measures
to restore the equity and give a statement on the
Company’s financial position to the shareholders.
The Company is seeking additional funds from the
investor market and/or from partnership funding.
Annual Report | 2022 | 7
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 Note12 to the
Consolidated Financial Statements.
No subscription rights have been granted, none
exercised, and 2,583,846 forfeited and expired to
date in 2023. Consequently, the total number of
subscription rights on 27April 2023 is 18,555,618.
Principal risks
Ensurge is exposed to various risks of a financial and
operational nature.
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 2022, the Company
had a cash balance of approximately USD5.0
million, including restricted cash of approximately
USD1.6 million. To continue to fund the Company’s
activities further into 2023, on 14March 2023
the EGM approved a private placement totaling
500,000,000 shares at a subscription price of
NOK0.10 per share, resulting in gross proceeds
of NOK50 million. The funds are expected to
last until June 2023 and the Company will seek
additional funds from the investor market and/or
from partnership funding. The funding could either
be done directly into the US subsidiary or into the
Norwegian listed parent company. 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 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.
8 | Annual Report | 2022
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.
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.
Annual Report | 2022 | 9
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 and May 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. To protect our IP, Ensurge filed several
provisional patent applications for our solid-state
lithium battery technology in 2022. These patent filings
represent innovations developed over a two-year period
addressing some of the microbattery industry’s most
difficult engineering and manufacturing challenges
including dense cell architecture, ultrathin packaging,
and assembly integration. Ensurge’s provisional
patent applications support the company’s four
pillars of microbattery innovation: an ultrathin lOμm
steel substrate; semiconductor concepts applied to
stacking and packaging; anodeless solid-state lithium
chemistry; and the use of an existing and proven roll-
to-roll manufacturing facility. The Company intends
to continue filing patent applications to protect its
intellectual property.
Outlook
As Ensurge enters 2023 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 2023 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 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. The Company’s quality management system
is certified under the ISO9001:2015 standard for the
10 | Annual Report | 2022
development, manufacturing, and sales of solid-state
lithium batteries.
Personnel
In March 2023, the company reduced salaries and
the number of staff. As of the date of the report,
Ensurge employs 28 full-time employees, four part-
time employees, and a small number of contractors.
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
2022, there was one minor workplace injury and
no significant incidents or accidents involving
equipment or other assets. Instances of sick leave
during 2022 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 31December 2022, female employees in the
company represented approximately 29%. As of
the date of this report, the current management
team consists of three 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
correctivemeasures.
The Environment
Ensurge appreciates its corporate responsibility to
protect the environment. The Company operates its
business to comply with the environmental, health,
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 one woman
and two men, the composition of which satisfies
the gender requirements of the Norwegian Public
Limited Companies Act (PLCA). The board includes
Mr.Morten Opstad (chair), Ms.Victoire de Margerie
and Mr.Tomas Persson. At the Company’s Annual
General Meeting (AGM) on 25May 2022, Mr.Opstad
was re-elected to the board for a term of two years.
Ms.de Margerie and Mr.Mark Newman were elected
to the board for a term of two years. In February
2023, Mr.Newman assumed the role of Interim CEO
and temporarily resigned from the board. On 14
March 2023 the EGM elected Mr.Persson to the board
for a limited time.
The Company provides D&O Insurance for all
directors and officers.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 27 April 2023
Morten Opstad
Chairman
Victoire de Margerie
Board Member
Tomas Persson
Board Member
Mark Newman
Managing Director
(Interim CEO)
Annual Report | 2021 | 11
Ensurge Micropower
ASAGroup
Consolidated Financial
Statements
Consolidated Statements of Comprehensive Income
Amounts in USD1,000 Note 2022 2021
Sales revenue 17 — —
Total revenue and other income — —
Salaries and other payroll costs 18 (12,186 ) (12,240 )
Other operating expenses 19,24 (7 ,792 ) (7 ,291 )
Depreciation, amortization and impairment loss 6,7,8 (402 ) (47 )
Operating profit (loss) (20,381 ) (19,578 )
Interest income 49 1
Other financial income 15 1,300 648
Interest expense (3,728 ) (3,199 )
Other financial costs 16 (609 ) (8,836 )
Net financial items 20 (2,988 ) (11,386 )
Profit (loss) before income tax (23,369 ) (30,963 )
Income tax expense 21 — (32 )
Profit (loss) for the year (23,369 ) (30,995 )
Profit (loss) per share for profit attributable to the
equity holders of the Company during the year
Basic and diluted, USDper share 23 (USD 0.11 0.16
Profit (loss) for the year (23,369 ) (30,995 )
Other Comprehensive income
Items that may be reclassified subsequently to profit or
loss
Currency translation — —
Total comprehensive income for the year (23,369 ) (30,995 )
Consolidated Financial Statements
12 | Annual Report | 2021
Consolidated Statements of Financial Position
Amounts in USD1,000 Note 31December 2022 31December 2021
ASSETS
Non-current assets
Property, plant and equipment 6 2,169 2,032
Other financial receivables 574 574
Total non-current assets 2,743 2,606
Current assets
Trade and other receivables 10 868 915
Cash and cash equivalents (i) 11 4,963 6,853
Total current assets 5,832 7 ,768
Total assets 8,575 10,374
EQUITY
12
Ordinary shares 26,967 21,730
Other paid-in capital 38,016 22,649
Other reserves 31,968 31,968
Currency translation (13,801 ) (13,801 )
Retained earnings (99,396 ) (76,027 )
Total equity 26 (16,246 ) (13, 481 )
LIABILITIES
Non-current liabilities
Long-term debt 14 6,750 5,854
Long-term financial lease liabilities 8 9,459 10,897
Total non-current liabilities 16,209 16,751
Current liabilities
Trade and other payables 13 2,511 1,971
Short-term financial lease liabilities 8,14 1,438 1,278
Current portion of long-term debt 14 748 3,855
Derivative & Short-term convertible
debt
15 3,915 —
Total current liabilities 8,612 7 ,104
Total equity and liabilities 8,575 10,374
(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.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 27 April 2023
Morten Opstad
Chairman
Victoire de Margerie
Board Member
Tomas Persson
Board Member
Mark Newman
Interim CEO
Annual Report | 2021 | 13
Consolidated Statements of Changes in Equity
Amounts in
USD1,000 Note
Share
capital
Other
paid-in
equity
Other
reserves
Currency
translation
Retained
earnings Total
Balance at
1January 2022
Share based
compensation
Private Placement
(February, August
and December
2022)
Stock Rights
Exercise
Comprehensive
income
Balance at
31December
2022
12 26,967 38,016 31,968 (13,801 ) (99,396 ) (16,2 46 )
Balance at
1January 2021
Share based
compensation
Private placement
related repair and
warrant exercises
(approved 20May
and 19August
2020)
Private placement
(approved March
2021)
Comprehensive
income
Balance at
31December
2021
12 21,730 22,649 31,968 (13,801 ) (7 6,027 ) (13,481 )
14 | Annual Report | 2021
Consolidated Cash Flow Statements
Amounts in USD1,000 Note 2022 2021
Cash flows from operating activities
Profit (loss) before income tax (23,369 ) (30,963 )
- Share-based remuneration 18 3,506 4,933
- Depreciation and amortization 6 402 46
- Changes in working capital and non-cash items 58 50
Net financial items 20 2,988 11,386
Net cash from operating activities (16,414 ) (14,548 )
Cash flows from investing activities
Purchases of property, plant and equipment 6 (557 ) (1,839 )
Proceeds from sale of fixed assets 6 22 —
Interest received 49 1
Net cash from investing activities (486 ) (1,838 )
Cash flows from financing activities
Proceeds from issuance of shares 12 17 ,098 25,17 2
Proceeds from debt financing 15 4,773 -
Interest paid (2,320 ) (3,199 )
Lease installments 8 (4,540 ) (4,523 )
Net cash from financing activities 15,010 17 ,450
Net increase (decrease) in cash and bank deposits (1,890 ) 1,063
Cash and bank deposits at the beginning of the year 6,853 5,790
Cash and bank deposits at the end of the year* 4,963 6,853
* Including restricted cash. See Note11.
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Notes to the Consolidated Financial Statements
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Ensurge Micropower ASA
Annual financial statements 2022
Profit and loss statements
Amounts in NOK1,000 Note 2022 2021
Sales revenue 4 — —
Total revenue — —
Salaries and other benefits 5, 6 (21,135) (26,010)
Services (external) (11,376) (10,476)
Services (from subsidiaries) 7, 8 (264,657) (143,018)
Other operating expenses 8 34,941 (41,571)
Operating profit (loss) (262,227) (221,075)
Impairment investment in subsidiary 13 (15,835) (21,307)
Interest income 4,774 2,274
Interest expense 19 (5,459) —
Change in fair value of derivative
liability
19 12,688 —
Other financial income (costs) 12,891 1,393
Net financial items 9,058 (17,740)
Profit (loss) before income tax (253,168) (238,815)
Income tax expense 9 — —
Profit (loss) for the year (253,168) (238,815)
The notes on pages pages 44 to 53 are an integral part of these annual financial statements.
Ensurge Micropower ASA Annual Financial Statements 2022
42 | Annual Report | 2022
Balance sheet
Amounts in NOK1,000 Note 31December 2022 31December 2021
ASSETS
Current assets
Trade and other receivables 14 920 664
Cash and bank deposits 15 21,767 30,391
Total current assets 22,687 31,055
Total assets 22,687 31,055
EQUITY
Ordinary shares 17, 18 241,786 192,115
Other paid-in capital 337,624 197,180
Total paid-in equity 579,411 389,295
Retained profit/uncovered losses (614,338) (361,170)
Total equity 16 (34,928) 28,124
LIABILITIES
Current liabilities
Accounts payable 3,185 632
Withheld tax and public duties
payable
353 118
Debt to group companies 13, 20 14,336 -
Derivative & S/T convertible debt 19 38,590
Other payables and accruals 1,151 2,181
Total liabilities 57,615 2,931
Total equity and liabilities 22,687 31,055
The notes on pages 44 to 53 are an integral part of these annual financial statements.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 27April 2023
Morten Opstad
Chairman
Victoire de Margerie
Board Member
Tomas Persson
Board Member
Mark Newman
Interim CEO
Annual Report | 2022 | 43
Cash flow statements
Amounts in NOK1,000 Note 2022 2021
Cash flows from operating activities
Profit (loss) before income tax (253,168) (238,815)
- Share-based remuneration 16 14,336 41,359
- Change in working capital and other
items
25,124 (71,213)
Net cash from operating activities (213,709) (268,669)
Cash flows from investing activities
Net cash from investing activities — —
Cash flows from financing activities
Proceeds from issuance of shares 16, 17 158,295 257,615
Proceeds from issuance of debt 19 46,790 —
Net cash from financing activities 205,085 257,615
Net change in cash and bank
deposits
(8,624) (11,054)
Cash and bank deposits at the
beginning of the year
30,391 41,445
Cash and bank deposits at the end
of the year *
15 21,767 30,391
The company had no bank draft facilities at the end of 2022 or 2021.
The notes on pages page 44 to 53 are an integral part of these annual financial statements.
*See Note15 for restricted amount.
44 | Annual Report | 2022
Notes to the Annual
Financial Statements
Ensurge Micropower ASA
1. Information about the
company
Ensurge Micropower ASA (“Ensurge” or “the Thin Film
Electronics ASA (“Ensurge” or “the Company”) was
founded on 22December 2005 and was renamed to
Ensurge Micropower. See Note29 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 Plass4,
Oslo, Norway. The Company’s shares were admitted
to listing at the Oslo Axess on 30January 2008 and
to the Oslo Børs on 27February 2015. On 24March
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 23June 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 ENMMD.
These annual financial statements for the parent
company were resolved by the Company’s board of
directors on 26April 2023.
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 14March 2023 the EGM approved a private
placement totaling 500,000,000 shares at a
subscription price of NOK0.10 per share, resulting in
gross proceeds of NOK50 million.
As of the date of this report, the company has
sufficient cash to fund operations until June, 2023.
To continue to fund the Company’s activities beyond
June2023, the Company will seek additional funds
from the investor market and 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:
• 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.
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.
Notes to the Annual Financial Statements Ensurge Micropower ASA
Annual Report | 2022 | 45
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 2022 and 2021. 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.
(c) Technology access revenue
The Group grants technology access rights to
strategic customers and partners, i.e., the right to
work with Ensurge and its technology to develop
bespoke printed products and systems. Revenue
from granting technology access rights is generally
recognized on a straight-line basis over the
period or contract term the technology access is
granted. However, revenue from technology access
agreements that involve an upfront lump-sum
payment that is not tied to any future deliveries from
Ensurge is recognized at the time the agreement is
entered into.
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 Note2.6 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.
46 | Annual Report | 2022
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.
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% on the first
anniversary and 50% 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 Note28 in the Consolidated
Financial Statements.
Financial risk factors
Reference is made to Note4.2 in the Consolidated
Financial Statements.
Annual Report | 2022 | 47
4. Sales revenue
There were no sales revenue from external customers for 2022 or 2021.
No warranty costs, penalties or other losses were related to sales revenue in 2022 or 2021.
5. Employee salaries and other benefits
Amounts in NOK1,000 2022 2021
Salaries 5,912 4,139
Social security costs 633 273
Share-based compensation (subscription rights),
notional salary cost
14,336 21,183
Share-based compensation (subscription rights),
accrued employer´s tax*
(228) 315
Pension contribution 117 100
Other personnel related expenses, including
recruiting costs
365 —
Total 21,135 26,010
Average number of employees for the year 1 1
Number of employees 31 December 1 1
At the end of 2022 there was one fulltime employee in the company (2021: 1 fulltime employees).
The company has only defined contribution pension plans. Contributions are expensed and paid when
earned.
Compensation to senior management
Amounts in NOK1,000
Salary
Pension
contribution Bonus
Share-based
remuneration
2022
Kevin Barber, CEO 4,042 117 — 11,456
2021
Kevin Barber, CEO 3,304 100 1,370 15,570
The salary amount is the salary declared for tax purposes. Bonus is the amount earned during the year
and accrued at year-end.
Bonuses earned in 2021 were subsequently paid 2022. No bonuses were earned in 2022.
The value of share-based remuneration is the expensed amount excluding employer’s tax in the period for
incentive subscription rights.
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 Note19 in the Consolidated Financial Statements.
6. Statement on management remuneration policy
Reference is made to Note27 in the Consolidated Financial Statements.
48 | Annual Report | 2022
7. Related party transactions
a) Transactions with related parties:
Amounts in NOK1,000 2022 2021
Sales, marketing, R&D and manufacturing services
from Ensurge Micropower Inc.
264,639 143,118
Intercompany interest income on loan to Ensurge
Micropower Inc.
(4,513) (2,034)
Purchases of services from law firm Ræder 4,030 3,883
Purchase of services from Acapulco Advisors AS 2,501 1,345
Purchase of services from Alden AS 300 300
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 2022, Ensurge recorded NOK2,501 thousand for advisory services from Acapulco Advisors AS, an Ensurge
shareholder.
In 2022, Ensurge recored NOK300 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
1January 2013. There is no compensation attached after 2019. Mr. Keith assists Ensurge in strategic analysis
and in dealing with larger, international, prospective partners.
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 NOK1,000 2022 2021
Payable to/(from) Ensurge Micropower Inc. 14,336 (39,214)
Payable to law firm Ræder 1,849 130
Payable to Acapulco Advisors AS 313 —
Payable to Alden AS 300 —
8. Other operating expenses
Amounts in NOK1,000 2022 2021
Premises, supplies 1,022 590
Sales and marketing 321 110
Bad debt (39,214) 39,214
Other expenses 2,930 1,657
Sum (34,941) 41,571
Ensurge pays rent for premises in Oslo (Norway) on a month to month basis. The monthly rent is NOK11
thousand per month.
Ensurge Micropower ASA has not entered into any other lease agreements.
Annual Report | 2022 | 49
Remuneration to the auditor (ex VAT)
Amounts in NOK1,000 2022 2021
Audit 1,679 1,773
Other assurance services 197 225
Tax services 40 20
Total 1,916 2,018
9. 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 NOK1,000 2022 2021
Profit (loss) before tax (253,168) (238,815)
Tax (tax income) calculated at corporate tax rate (55,697) (43,912)
Permanent differences (2,040) 9,417
Effect of change in tax rates (23% to 22%)/(23% to 22%) 57,737 34,495
Tax charge 0 0
Corporate tax rate 22% 22%
10. 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 NOK1,000 31 December 2022 31 December 2021
Deferred income tax asset Intangible asset (7,182) (7,705)
Tax loss carried forward (639,249) (580,179)
Calculated deferred tax asset (646,430) 587,884
Impairment of deferred tax asset 646,430 (587,884)
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% (2021: 22%).
11. Property, plant and equipment
Current facilities are rented with furniture included. Minor computing and communications equipment have
been expensed.
50 | Annual Report | 2022
12. Intangible assets
Amounts in NOK1,000
Purchased
intellectual
property
Negative
goodwill
Capitalized
development
costs Total
Amortization period, years (linear) 13–16 5
Accumulated costs 31 December 2022 15,872 (2,925) 12,744 25,691
Amortization at 31 December 2022 (15,872) 2,925 (12,744) (25,691)
Net book value 31 December 2022 — — — —
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 — — — —
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 NOK8,391 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 NOK12,744 were impaired.
The assets are assessed annually. Due to uncertainty of future use and commercialization, no reversal was
identified for 2022.
13. Investment in subsidiaries
The investments are held at the lower of cost and fair value in the balance sheet in 2022.
Amounts in NOK1,000 Percent holding Percent of votes Book value
Ensurge Micropower Inc. — CA, USA
At 31 December 2022 100% 100%
Accumulated cost 328,339
Accumulated impairment charge (328,339)
Net book value at 31 December 2022 —
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 —
The local currency of Ensurge Micropower Inc. is USD. The net income in USDin 2022 was USD6,936
thousand compared to a loss of USD33,312 thousand in 2021. The total equity 31December 2021 was
USD(12,227) thousand [2021: USD(21,159) thousand]. The shares were fully impaired as of 31December
2019. The provision was mainly triggered by the impairment of PPE in INC as a result of the corporate
restructuring (please refer to Note6 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 Company completed the process to dissolve the legal entity 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 2022 and 2021.
Annual Report | 2022 | 51
Guarantees provided to subsidaries
As a part of the relocation of Ensurge’s US headquarters in 2017 a USD1,600 thousand Letter of Credit has
been 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 USD5,000 thousand and reduces on an annual basis of USD500
thousand per year commencing with the second lease year until the liability reaches zero dollars. At
31December 2022, the Guaranty liability amounted to USD2,500 thousand.
14. Trade and other receivables
Amounts in NOK1,000 31 December 2022 31 December 2021
Customer receivables 1,233 1,233
Intercompany receivable from Ensurge
Micropower Inc.
— 39,214
Other receivables, prepayments 920 664
Less: provision for impairment of receivables (1,233) (40,447)
Receivables – net 920 664
All customer receivables are due within one year and book value approximates fair value. The total
amount of trade and other receivables in NOKis 920 thousand (2021: NOK664 thousand).
Of other receivables, NOK920 thousand were not past due as of 31December 2022.
The company assesses impairment risk on an individual basis.
15. Cash and bank deposits
Amounts in NOK1,000 31 December 2022 31 December 2021
Bank deposits excluding restricted cash 5,608 16,232
Deposit for Letter of Credit (restricted) 15,952 14,111
Deposit for withheld tax (restricted) 208 46
Deposit for warrant exercises, shares not yet
registered (restricted)
— 2
Total 21,767 30,391
As a part of the relocation of Ensurge Micropower Inc.’s US headquarters in 2017 a USD1,600 thousand
Letter of Credit was issued to the landlord.
Payable withheld tax amounts at 31December 2022 was NOK208 thousand.
52 | Annual Report | 2022
16. Equity
Amounts in NOK1,000
Share
capital
Other
paid-in
equity
Other
reserves
Uncovered
loss Total
Balance at 1 January 2022 192,115 156,818 40,360 (361,170) 28,124
Share based compensation — 31,823 — — 31,823
Private Placement (February, August
and December 2022)
48,941 108,169 — — 157,109
Stock Rights Exercise 731 455 — — 1,185
Net profit (loss) for the year — — — (253,168) (253,168)
Balance at 31 December 2022 241,786 297,264 40,360 (614,338) (34,928)
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
17. Share capital
Reference is made to Note12 in the Consolidated Financial Statements.
18. Shareholders, warrants and subscription rights
Reference is made to Note26 in the Consolidated Financial Statements.
19. Convertible debt
On 24July 2022, the Company announced that it secured funding totaling NOK57 million. Of this amount,
NOK46.7 million represents commitments to subscribe for convertible loans. The convertible loans were
approved at the EGM held 17August 2022. The convertible loans are repayable 17August 2023 and the
lenders are entitled at any time after 17February 2023 to convert the loans into shares in the Company at a
conversion price of NOK3.00. The convertible loans carry interest at the rate of 5% per annum.
The convertible loans are denominated in Norwegian Kroner (NOK); however, the functional currency of the
Company is the US Dollar. As a result of this difference in currencies, the proceeds that were received by the
Company were not fixed and varied based on foreign exchange rates. A portion of the loans, the conversion
feature, is a derivative required to be recognized and measured at fair value at each reporting period. Any
changes in fair value in the convertible loans from period to period is recorded as a non-cash gain or loss in
the profit and loss statements. The convertible loans, including accrued interest, are classified as short-term
Annual Report | 2022 | 53
liability at amortized cost. The conversion feature derivative liability is classified as short-term held-for-trading
liability. The derivative liability is measured using Black Scholes valuation model.
Amounts in NOK1,000 31 December 2022
Short term debt 36,461
Derivative liabilitiy 2,199
Accrued interest 851
Conversion price NOK 3.00
Interest rate 5%
Maturity date 17August 2023
20. Contingent liabilities
Reference is made to Note25 in the Consolidated Financial Statements.
54 | Annual Report | 2022
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 and receive regular trainings such
as harassment prevention, discrimination, and
employment law matters. 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. Ensurge
conducts quarterly reviews with its employment
attorney to verify all employment and labor laws are
being enforced. The Company holds semi annual
employee surveys to provide an anonymous feedback
mechanism as well as an anonymous suggestion
box which is checked daily. Management reviews all
employee feedback and creates a plan to address
any pertinent information. necessary conditions
for a safe and healthy work environment shall be
provided for all employees of the Company.
Corporate Social Responsibility (CSR) Statement
Annual Report | 2022 | 55
At Ensurge Micropower, Inc. (US subsidiary), all
employees are required to complete a safety training
course within their first month of employment.
Ensurge has a safety committee in place which meets
monthly to review any safety hazards, close calls,
and preventable measures in high risk areas. We
have a process in place to report workplace injuries
and provide safety training for all new employees.
The Company records the number of safety incidents
per quarter and reports to management. Ensurge
reports safety incidents to the Occupational Health
and Safety Administration annually. Job related
internal and external trainings take place regularly
and completion of these trainings is recorded and
verified by management . 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. 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. Regular audits by the State of
California take place and audit reports are reviewed
and recorded by Management its Environmental
Services provider. The State of California also 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
antibribery 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. The Employee handbook provided
to all employees at the start of employment reviews
workplace conduct and resources. The Company
conducts regular trainings which comply with local
laws and regulations. Ensurge has an open door
policy for reporting work place issues and conflicts
of interest. There have been no reported cases
of human rights, anti-corruption and anti-bribery
incidents.
56 | Annual Report | 2022
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 2022. 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, 27 April 2023
Morten Opstad
Chairman
Victoire de Margerie
Board Member
Tomas Persson
Board Member
Mark Newman
Interim CEO
Annual Report | 2022 | 57
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 each 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 2022, 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 2022, the consolidated statement
of comprehensive income, the consolidated statement of changes in equity and consolidated statement of cash
flows 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
2022, 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 consolidated financial statements give a true and fair view of the financial position of the Group as at 31
December 2022, 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 relevant laws and
regulations in Norway 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 Company for fifteen 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 that the Group and the parent have funds to support operations to June 2023. There is no assurance that
management will be successful in raising funds. Failure to obtain funding would adversely affect the ability to
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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 Company 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 Group and
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 statutory 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 and 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 Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Ensurge Micropower ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual report,
with the file name ensurge-2022-12-31-en.zip, have been prepared, in all material respects, in compliance with the
requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format
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60 | Annual Report | 2022
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(ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes
requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the
consolidated financial statements.
In our opinion, the financial statements, have been prepared, in all material respects, in compliance with the ESEF
regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This
responsibility comprises an adequate process and such internal control as management determines is necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects,
the financial statements have been prepared in compliance with ESEF. We conduct our work in compliance 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 about whether the financial statements have been prepared in compliance with the ESEF
Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the
consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation
of the iXBRL tagged data 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, 27 April 2023
Deloitte AS
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State Authorised Public Accountant
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Serienummer: 9578-5997-4-351154
IP: 51.174.xxx.xxx
2023-04-27 15:05:56 UTC
Penneo Dokumentnøkkel: E5F8D-2ZAGB-08APW-KXGXK-PQMOD-FCNJT
62 | Annual Report | 2022
Corporate Governance
Resolved by the board of directors of Ensurge
Micropower ASA (the “Company” or “Ensurge”) on
19April 2023. The statement outlines the position of
the Company in relation to the recommendations
contained in the Norwegian Code of Practice for
Corporate Governance dated 14October 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 28 ordinary full-time
employees, four part-time employees, and a small
number of 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
2022 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
Corporate Governance
Annual Report | 2022 | 63
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
2023, any proposed authorizations to issue shares
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 own shares up to 10 percent of the
Company’s shares, as of the date of the 2022 AGM,
for a maximum price of NOK1,000 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 30June 2023.
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 nonresidents
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
64 | Annual Report | 2022
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
resolutions in respect of matters to be dealt with at
the general meeting.
The general meeting has included in Section7
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 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.
The Company’s guidelines for the nomination
committee 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.
• Verifies Board composition meets all guidelines in
regards to age, gender and education.
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
PLCA.
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
Annual Report | 2022 | 65
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.
With a compact board of only three 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 PLCA.
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 AGM in 2022 until
the AGM in 2023 was proposed to and resolved at the
2022 AGM. The nomination committee will propose
board remuneration for the period between the
annual general meetings of 2023 and 2024.
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 board members with
international experience.
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
66 | Annual Report | 2022
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 AGM and amended at the
14March 2023 EGM. The executive remuneration
policy is publicly available on the Company’s website.
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,
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 Section14 of the Code.
Annual Report | 2022 | 67
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
nonaudit services from the auditor. The board of
directors shall otherwise ensure full compliance with
Section15 of the Code.
68 | Annual Report | 2022
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
The Company’s share capital is NOK 74,422,849.80
divided into 744,228,498 shares each having a par
value of NOK0.10.
§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 | 2022 | 69
§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 AGM 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 AGM.
§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
70 | Annual Report | 2022
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
VICTOIRE DE MARGERIE has spent 35 years in the
Materials Industry in Canada, France, Germany,
the United Kingdom and the United States, first as
an Executive, since 2003 as a Board Director (now
Arkema, previously Babcock, Italcementi, Morgan
Ceramics, Outokumpu & Norsk Hydro) and since 2015
as Founder & Vice Chairman of the World Materials
Forum. Since 2012 she has been the Executive
Chairperson / Main Shareholder of Rondol Industrie,
a deep technology startup that develops extrusion
machinery for drug formulations and other high tech
applications. Prof. de Margerie also joined the board
and investment committee of the private equity fund
Eurazeo in 2012, was elected an Academician at the
National Academy of Technologies of France in 2019
and joined the board of Mines ParisTech in 2021. She
graduated from HEC Paris and Sciences Po Paris and
holds a PhD in Management Science from Université
de Paris 2, Pantheon Assas. Victoire is a French
citizen and resides in France.
Victoire de Margerie
Board Member
Annual Report | 2022 | 71
TOMAS PERSSON is a Founder and Chairman of
HealthTextiles i Sverige AB. HealthTextiles has been
selected into EIT Health’s Bridgehead programme
and was awarded by Ahlgrens Foundation in 2018
& 2020 as one of the most innovative startups
in the Gävleborg region. Tomas is also Chairman
of the Stiftelsen Textil Design Skolan i Sandviken,
Textil Design Skolan i Sandviken AB, Chairman of
Halvard Ventures AB, and Managing Director and
Board of Director of HorseWealth AB. After his
MBA, he worked five years at Inter IKEA Systems
in Waterloo outside Brussels. He also worked
as Management Consultant at Ericsson Data /
Ericsson Business Consulting, Business Developer
at Information Highway and Advisor in Corporate
Strategy at Telia prior to his MBA. Mr. Persson
holds an MBA from Harvard Business School and
graduated Summa Cum Laude in Bachelor of
Science in Business Administration, concentrations in
Finance & Insurance and International Business, at
Northeastern University. He is a Swedish citizen and
resides in Gävle, Sweden.
Tomas Persson
Board Member
72 | Annual Report | 2022
Executive Management
Executive Management
MARK NEWMAN is a renowned expert, advisor and investor in batteries,
semiconductors and electric vehicles. Since May 2022, Mark served
as Board Director of Ensurge until being appointed Interim CEO in
early February. Mark was the top ranked analyst and lead author of
Bernstein’s all time most read research globally, “Electric Revolution”
and “Battery Bible” and is a frequent speaker and commentator on
these topics. He is also founder of Electric Revolution Ventures.
Mark was seed investor and until recently Chief Commercial Officer
and Head of Strategy at fast-charge battery pioneers, Nyobolt. And
he continues to help Nyobolt ramp up as senior advisor. He is an active
investor in several other start-ups and advisor to Ivanhoe Capital
Acquisition and SES.ai, that recently combined and listed on the NYSE.
Mark also advises other investors and serves on the Board of the
Faraday Institution (the UK’s flagship battery research program).
Mark previously spent over a decade as Managing Director and Senior
Analyst covering technology at Bernstein, where he spearheaded the
Electric Revolution thematic research covering batteries, semiconductors
and the entire electric vehicle value chain. Prior to Bernstein, Mark
worked at Samsung in Korea, where he led several strategic initiatives,
venture investments and acquisitions. He also worked at Applied
Materials in California, supporting the world’s leading semiconductor
manufacturing companies in the United States, Europe and Asia.
Mark holds a Master’s in Chemical Engineering from University College
London, and an MBA from Harvard Business School.
Mark Newman
Interim Chief Executive Officer
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
Annual Report | 2022 | 73
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.
Jay Tu
VP Operations
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 2022