2023
Annual Report and
Financial Statements
2 | Annual Report | 2023
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 | 2023 | 1
Table of Contents
2 About Ensurge Micropower
3 ReportfromtheBoardofDirectors
10 Consolidated Financial Statements
14 Notes to the Consolidated Financial Statements
38 Ensurge Micropower ASA Annual Financial Statements 2023
41 Notes to the Annual Financial Statements Ensurge Micropower ASA
52 Corporate Social Responsibility (CSR) Statement
54 Responsibility Statement
55 Auditor’s Report
59 Corporate Governance
65 Articles of Association
67 BoardofDirectors
69 Executive Management
2 | Annual Report | 2023
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 | 2023 | 3
Report from the
BoardofDirectors
Introduction
2023 was an exciting year for Ensurge Micropower,
as the company made great strides to get both our
75µm [1µm (micron) = 1/1000 mm] and our 10µm
stainless steel multilayer batteries ready for the
market.
To be in the forefront of any technology race can
be painful, but we were able to overcome the
challenges and announced on 15February2024,
that we had manufactured a functional Solid-State
Lithium Microbattery (SSLB) on a 10µm stainless
steel substrate.
On 22April2024 we further announced that we
shipped the first 10µm multi-layer SSLBs to our
strategic partners and customers for testing. This
milestone is Ensurge’s “moon landing” moment for
the 10µm SSLB. We have proven the technology
first to ourselves and are now sending samples
with confidence to our strategic partners and key
customers.
This wouldn’t have been possible without our
highly skilled and dedicated engineering and
manufacturing team in San Jose. They have
worked hard, and more importantly, smart to
get to this point. San Jose will remain the center
of our development going forward. R&D and
manufacturing have worked closely together to
detect issues and solve them through rigorous
experimentation, thereby improving not only the
product, but also the manufacturing processes. The
smallest adjustment can make a huge impact, as
the devil is in the details.
During 2023 we had about 11,800 shareholders
reflecting a huge interest in Ensurge and what we
are doing. As of writing this has now increased
to ~14,000. We want to thank them all for their
patience and support.
Highlights in 2023 and so far in 2024
• During the first half of 2023 Ensurge simplified
the organization, focusing on critical activities
only, thereby reducing cost and cash burn and
accelerating progress on technology development
and manufacturing readiness. Consequently, the
headcount reduced from 37 to 28 during the year.
• The company has developed a simpler and leaner
packaging process, resulting in lower production
costs and faster cycle time when scaling up. This
was acknowledged in a widely read peer-reviewed
perspective paper by the highly respected American
Chemical Society. https://pubs.acs.org/doi/
full/10.1021/acsenergylett.3c01839
• The knowledge gained over the years has enabled
us to file more patent applications and strengthen
the entry barriers for competitors. In August
2023, the first two battery patents were issued by
USPTO and a further two patents were notified in
December 2023. This makes it four out of four, with
twelve patent applications still pending.
• In Q32023 the 75µm SSLB technology was proven,
confirming the battery architecture and unique
manufacturing process.
• In November 2023, our battery design was
recognized by the U.S. Department of Energy’s
(DOE) Microbattery Design Competition.
• Despite limited sales efforts we have built a pipeline
of 80+ sales prospects, having so far signed 10+
evaluation agreements across all the industry
sectors our SSLB addresses. This tells us that there
is an unsated demand for our groundbreaking
SSLBs.
• We raised altogether NOK285million
(USD27million) in equity in 2023 and in Q12024.
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 20February2024 the Extraordinary General
Meeting (EGM) approved a private placement
totaling 233,468,885 shares at a subscription price of
NOK0.25 [NOK1.25 post 5:1 share consolidation] per
share, resulting in gross proceeds of NOK58.4million.
As of the date of this report, the company has
sufficient cash to fund operations until June2024.
Report from the BoardofDirectors
4 | Annual Report | 2023
To continue to fund the Company’s activities beyond
June 2024, the Company will seek additional funds
from partnership funding and the investor market.
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 on
successfully raising 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.
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 and its subsidiaries support
the UN Global Compact and its underlying principles
on human rights, labor rights, environment and
anti-corruption.
Ensurge’s approach to counteract human right
violations is aligned with the principles in OECD
Guidelines for Multinational Enterprises (“OECD
Guidelines”) and UN Guiding Principles on Business
and Human Rights (“UNGP”). These principles form
the base for the Norwegian Transparency Act (“NTA”).
The NTA applies to Ensurge, due to it being subject
to the Public Limited Companies Act and its listing on
Oslo Børs (the Oslo Stock Exchange).
These principles were included in Ensurge s Code of
Conduct (Ethical Guidelines) in June 2023.
Furthermore a Human Rights policy has been
prepared and approved by the Board and we are
conducting a survey amongst our suppliers in H1-
2024 to ensure that these principles are adhered to,
throughout our supply chain. The Transparency Act
report can be found on www.ensurge.com/investors/
financial-and-other-reports/corporate-governance.
The group financial statements
Ensurge’s revenue and other income amounted to
USD213thousand in 2023 and USDzero in 2022. 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. See Note6.
Salaries and other payroll costs amounted
to USD6,120thousand in 2023, compared to
USD12,186thousand in 2022. The decrease is primarily
driven by changes in headcount. Operating costs
(excluding depreciation, amortization and impairment
charges) amounted to USD13,125thousand
during 2023 (2022: 19,978thousand). The decrease
in operating costs in 2023, compared to 2022,
USD6,640thousand, was primarily attributable to:
1 USD3,179thousand lower payroll.
2 USD2,431thousand 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 USD574thousand lower other operating expense.
The Company focused R&D efforts towards
achieving technical success in solid-state lithium
battery technology development. During 2023,
R&D spending was USD2,148thousand compared
to USD3,029thousand for 2022. Depreciation
and amortization charges in 2023 amounted to
USD543thousand, compared to USD402thousand
during the same period in 2022.
Due to the change in strategy, the production-related
assets were fully impaired in 2019. In the event of
a future change in circumstances, e.g. a change in
strategy or market prospects, impairments may be
reversed in part or in full, if a higher asset value can be
defended.
Net financial items for the 2023 amounted
to an expense of USD3,236thousand (2022:
USD2,988thousand expense). Net financial
items in 2023 were primarily interest expense
totaling USD3,438thousand. Net financial items
of USD3,728thousand in 2022 related to interest
expense. 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
2023 or in 2022.
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 2023 was USD16,904thousand,
corresponding to a basic loss per share of (USD0.07)
[post 5:1 share consolidation]. In 2022, the loss
amounted to USD23,369thousand, corresponding to
Annual Report | 2023 | 5
a basic loss per share of (USD0.54) [post 5:1 share
consolidation].
Non-current assets amounted to USD2,439thousand
(31December2022: USD2,743thousand). The
decrease in non-current assets from 2022 to 2023 was
mainly due to depreciation expense related to fixed
assets.
Trade and other receivables amounted
to USD863thousand at the end of 2023
(31December2022: USD868thousand).
Non-current liabilities amounted to
USD13,267thousand (2022: 16,209thousand) 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 173% at the end of 2023,
versus negative 189% at the end of 2022.
The group’s cash balance decreased by
USD1,172thousand in 2023 (2022: decreased by
USD1,890thousand). The net decrease in cash
balance is explained by the following principal
elements:
1 USD 12,727 thousand outflow from operating
activities,
2 USD 168 thousand outflow from investing
activities,
3 USD 11,722 thousand inflow from financing
activities.
The USD12,727thousand outflow from operating
activities is primarily explained by an operating
loss, excluding depreciation and amortization
expense, of USD13,125thousand. The cash outflow
from operations and investing activities in 2023
was offset by the inflow from financing activities,
primarily attributable to the USD14,457thousand
raised from private placements. The cash balance
on 31December2023 was USD3,791thousand, as
compared to the cash balance on 31December2023
of USD4,963thousand.
Parent company financial statements
Revenue and other income in the Parent Company
amounted to NOK0thousand in 2023 and 2022.
Personnel and payroll costs were NOK727thousand
in 2023, versus NOK21,135thousand in the
preceding year. As of 31December2023 the Parent
Company had zero employees and a small number
of consultants. The Parent Company employed, on
average, one full-time employee during 2022.
External purchases of services amounted
to NOK19,318thousand in 2023 (2022:
NOK11,376thousand). Of the total amount for 2023,
(i) NOK9,383thousand related to legal, audit and
accounting services (2022: NOK7,029thousand), (ii)
NOK8,584thousand was tied to advisory services,
technology support services and recruitment
services (2022: NOK2,112thousand and (iii)
NOK1,351thousand related to remuneration of the
Board of Directors (2022: NOK2,235thousand).
Purchase of services from subsidiaries decreased
to NOK206,858thousand in 2023 from
NOK264,639thousand in 2022, largely as a
result of the decrease in personnel costs. Other
operating expenses increased from income of
NOK34,941thousand in 2022 to an expense
of NOK5,143thousand in 2023. Capitalized
development costs amounted to NOK0thousand in
2023 and 2022. The Company did not capitalize any
development costs in 2023 and 2022 as technical
feasibility has not been achieved.
Net financial items amounted to expense of
NOK12,129thousand in 2023, compared to income
of NOK9,058thousand in 2022. The change from
2022 is mainly due to the change in fair value of
the derivative debt (NOK1,122 expense versus
NOK12,688 income) offset by impairment of
intercompany investments (NOK6,828thousand
expense versus NOK15,835thousand expense).
Share capital
Ensurge shares were listed on Oslo Axess from
30January2008 until 26February2015. On
27February2015, Ensurge shares were transferred
to Oslo Børs (OSE Main List). On 24March2015,
Ensurge’s American Depository Receipts (ADRs)
commenced trading in the United States on OTCQX
International.
At the end of 2023, there were 2,459,688,858
(2022: 244,228,498) shares in the Company which
were held by 11,792 shareholders (2022: 11,082
shareholders). Par value at 31December2023 was
NOK0.10 [NOK0.50 post 5:1 share consolidation]
per share. On 14March2023, the EGM approved a
reduction in par value from NOK0.99 to NOK0.10
[NOK0.50 post 5:1 share consolidation] per share.
On 19March2024, the EGM approved a 5:1 share
consolidation, effective in April 2024.
The closing price of Ensurge shares on
30December2023 was NOK0.13 [NOK0.65
post 5:1 share consolidation]. The total share
turnover during 2023 amounted to NOK523million
compared to NOK696million in 2022, a decrease of
approximately 13 percent.
On 19March2024, the EGM approved a 5:1 share
consolidation, effective 5April2024. (See Notes21
and 22.)
Pursuant to Section 3–5 of the Norwegian Public
Limited Companies Act (PLCA), the Board is
obligated to act on loss of equity in the Company
and shall propose to the general meeting measures
6 | Annual Report | 2023
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.
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.
Financial risks
Ensurge is exposed to financial risks related to
fluctuations in foreign exchange rates, interest rates,
and raw material prices which may affect revenues,
cost and profitability. Furthermore, the performance
of stock market and shares as investments will
influence the share price and ability to attract
funding and the terms of such.
As long as Ensurge is progressing towards delivering
product samples with no major income stream
supporting it, liquidity will be a strain. Hence, there
is a risk of not being able to pay employees and
suppliers and thereby ceasing activities. Reference is
made to the Going Concern section for more details.
Technical risks
Currently, technology development and engineering
sample availability on Ensurge’s sheet line, as well as
technology transfer and scale-up activities related
to Ensurge’s roll-to-roll (R2R) line, can be adversely
affected by several factors including but not limited
to:
• Quality, composition, and consistency of lithium-
based materials, chemicals and unanticipated
interactions of the various layers and processes that
are key to core battery performance, resulting in
longer than planned learning cycles and corrective
actions. This risk is now significantly reduced and
the focus is now on reducing defects (increase yield)
and improved reliability (cycling).
• Issues encountered during handling, processing,
and assembly of ultrathin substrates and battery
stacks. Successful validation of using 10µm
stainless steel substrate has proven our capability
of handling ultrathin material.
• Need for new materials or processes and/
or equipment to achieve full manufacturing
qualification and product reliability. The architecture
is now set.
• New and unknown modes of yield loss necessitating
process, practice, or equipment modifications that
can result in a slower than planned yield ramp.
• Product risk — our product may fail during use,
which can cause bodily harm or loss of data. This
risk is covered by product liability insurance, but can
lead to increased cost and reduced profit.
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.
Operational risks
Shortages of components and materials may delay
or reduce our sales and increase our costs, thereby
harming our operating results.
• Requisite environmental control of the
manufacturing and storage area.
• Equipment reliability, modifications needed, and
process optimization may limit uptime, throughput
and quality of devices produced.
• Achievement of return-to-manufacturing readiness
and qualification of the tool set.
• On-site availability of vendor personnel to assist
in re-qualification of the machines with battery
materials set.
• Electro-Static Discharge (ESD) or other phenomena
requiring process or mechanical handling changes
on the manufacturing line.
Our financial projections assume successfully
executing these organizational changes, including
the motivation and retention of key employees
and recruitment of qualified personnel, critical to
our business success. Factors that may affect our
ability to attract and retain talented leadership,
key individual contributors, and enough qualified
employees include our reputation, employee morale,
competition for talent and talent pool.
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.
Climate change risks
Climate change impacts are expected to profoundly
impact across the whole battery value chain. The
adverse impact can be attributed to the physical
risk (our assets in San Jose) and the transition risk
(impact of regulations on demand for our products
and compliance (cost/exclusion).
Annual Report | 2023 | 7
Physical risk
Ensurge is located in San Jose, and California has
over the last decade seen an increase in extreme
weather, be it drought, wildfires or extreme rainfall.
A risk assessment for Silicon Valley was carried
out in Q1 of 2024. Four climate change risks were
analyzed, and the conclusion was as follows.
Riverine flooding (high risk), extreme heat, wildfires
and sea level rise (all three negligible risk).
Transition risk
In terms of transition risk, Ensurge complies with all
relevant US and international regulations. Ensurge
is still a very small player in the battery value
chain. Our activities so far have been focused on
technology development and small-scale production
in the microbattery sector, leaving a limited
footprint. When scaling up, we will include relevant
KPIs that can be translated into carbon footprint,
and all operational and capital investment decisions
will include this in addition to financial KPIs.
Geopolitical risks
Uncertain global economic conditions adversely
impact demand for our products or cause potential
customers and other business partners to suffer
financial hardship, causing delays in market traction
adversely impacting our business.
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. Increased geopolitical tensions may affect our
supply chain.
Current conflicts — the Russian invasion of Ukraine;
the Israel-Hamas war; and China/US tensions over
Taiwan — have not caused any disruption to Ensurge.
Any escalation of these conflicts may change that.
Market risks
We cannot predict the size or growth rate of the
markets we operate in, or the market share we will
achieve or maintain in the future. Our ability to
generate significant revenue from new markets will
depend on various factors, including the following:
• The development and growth of these markets,
• Our ability to address customer needs (price,
performance and preference); and
• Our ability to provide Original Equipment
Manufacturers (OEMs) with solutions that provide
advantages in terms of size, reliability, durability,
performance, and value-added features compared
with alternative solutions.
Many of the markets that Ensurge targets will require
time 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:
• Our growth targets depends on successful
innovation in response to competitors and changing
consumer habits.
• Our revenues are dependent on pace of technology
evaluation and product qualification activities at
our customers (OEMs), and delays in battery or
end-product qualification or changes to production
schedules may affect the quantity and timing of
purchases from Ensurge. Such delays are generally
outside of Ensurge’s control.
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 reduced earnings.
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. The Board’s review of corporate governance
has been included in the Corporate Governance
section of this annual report.
Intellectual property
The development and maintenance of intellectual
property (IP), including patents, trade secrets, and
proprietary know-how is a critical part of Ensurge’s
business strategy.
Ensurge currently holds over 100 international patents
(US, Europe, Asia) in the fields of printed electronics
devices and products, (transistors, capacitors,
inductors), process technology, novel materials, barrier
materials/integration and solid-state batteries. A
significant portion of Ensurge’s portfolio backed by
manufacturing and product development expertise
has found application in the solid state microbattery
product strategy.
Our patent strategy supports the company’s four pillars
of microbattery innovation:
• Expertise fabricating devices on ultrathin 10µm
stainless steel substrates,
• Stacking and packaging techniques,
• Anode-less solid state lithium battery chemistry; and
• Use of an existing and proven roll-to-roll
manufacturing facility using a conventional
manufacturing environment
From 2020 to 2023 we have filed multiple patent
applications representing innovations addressing some
of the microbattery industry’s most difficult engineering
8 | Annual Report | 2023
and manufacturing challenges. These include dense cell
architecture, ultrathin packaging, assembly integration
related to the encapsulation, assembly and stacking of
SSLB products fabricated on stainless steel substrates.
To date, four patents have been granted with the
remaining pending before the US Patent Office. Today’s
hearable and wearable devices need higher energy
density and faster charging speeds than was previously
possible, along with customizable form factors and
scalable, high-volume manufacturability. Our allowed
patents cover the core microbattery technologies that
are essential for solving these challenges.
An additional twelve patent applications related to
deep innovation in the fabrication, packaging and
manufacturing related to solid state microbatteries
have been filed. With this, Ensurge expects to have
strong all-round patent protection which will serve
our manufacturing and potential licensing business
models. More filings will be made as Ensurge
executes its technology and product roadmap.
Ensurge has no current or known IP disputes.
Outlook
Ensurge is now transitioning into a crucial phase
of its corporate journey, evolving from a purely
research and development entity into initiating
commercial operations. Our focus is to generate
profits through direct revenue, licensing agreements,
and royalties. We are currently dispatching samples
(batteries sent for testing by customers) to our
technology partners and various customers. In the
second quarter, we plan to escalate our operations
to meet the growing demands of the fitness ring
market and to start deliveries on existing orders.
Moreover, we are poised to strategically capitalize
on a unique opportunity crafted by four years
of dedicated development and the exploitation
of advanced roll-to-roll thin film stainless steel
technologies, which culminated in the creation of the
world’s first SSLB (Solid State Lithium Battery). This
innovation positions Ensurge uniquely in the market.
Despite industry projections that SSLB technology
would not emerge for several years, Ensurge has
pioneered and mastered it, positioning ourselves
to potentially lead the global market in battery
technology for all electronics.
The market for our products is expanding rapidly
as the demand for advanced electronics escalates.
These electronics face multifaceted challenges,
particularly in design and mobility. There is an
incessant drive towards miniaturization, coupled
with the need to accommodate new, energy-
intensive functionalities. Security is paramount,
as devices, from laptops to IoT solutions, must be
safeguarded against cyber intrusions, necessitating
robust, energy-consuming encryption algorithms.
Additionally, increasing reliance on AI and machine
learning requires devices to process and provide
refined data, enhancing the predictive capabilities of
GPU-driven systems. These developments strain the
capabilities of existing Li-ion battery technology.
Our first generation of SSLB is designed for loT
devices with space constraints, and will be surface-
mounted. The technology’s superior volume energy
density, charging capacity, and safety features
present a transformative alternative to traditional
Li-ion batteries. Our patent filings will further allow
us to integrate our solid-state battery technology
into coin cell battery-ready electronics.
Having solved the complex manufacturing
challenges associated with SSLB, we are now able
to expand our technology roadmap beyond the
current generation. While maintaining our focus on
immediate goals, we have commenced developing
the subsequent phases of our strategy. These
advancements promise significant enhancements
in energy density and cost reductions, making the
broader electronics market a feasible target for our
technology.
Despite these breakthroughs, Ensurge lacks
the organizational and financial resources
to independently penetrate all verticals and
geographies with this technology. Our strategy is to
concentrate on our core competence — developing
and commercializing groundbreaking battery
technologies and being the best battery technology
incubator. We plan to achieve market penetration
through strategic partnerships, as well as licensing
and royalty agreements.
With a fully operational manufacturing line in San
Jose, CA, we are positioned to engage in production
and direct sales. While manufacturing is not our
primary ambition, serving a select customer base
with innovative and challenging requirements will
not only bolster our capabilities but also ensure
we maintain the crucial feedback loop that direct
customer interactions provide.
For more information you can view our Investor
presentation, which can be found on our website,
www.ensurge.com/investors/webcast-presentations.
Organization, personnel, and the
environment
The Board of Directors would like to thank the Ensurge
management, staff, contractors, and ecosystem
partners for their dedicated efforts in 2023.
Organization
All 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
Annual Report | 2023 | 9
the ISO9001:2015 standard for the development,
manufacturing, and sales of SSLBs. This certification
was audited and renewed in August 2023.
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,
two 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 2023, there were no workplace injury
and no significant incidents or accidents involving
equipment or other assets. Instances of sick leave
during 2023 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 31December2023, female employees in the
company represented approximately 34%. As of the
date of this report, 25% of the current management
team are female.
Equality is one important aspect considered when
recruiting new employees. The board considers
the firm’s equality standards and measures to be
adequate and has not found reason to initiate any
corrective measures.
Guidelines for remuneration of the Board and
Executive Management Team were approved by the
Extraordinary General Meeting on 14March2023,
and a full disclosure can be found in the separate
Remuneration report. The remuneration report will
be available on the Company’s website.
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. Terje Rogne [chair], Mr. Morten Opstad and Ms.
Nina Riibe.
At the Company’s AGM on 24May2023, Mr. Rogne
was elected Chair and Mr. Opstad was re-elected to
the board for a term of two years. In February2023,
Mr. Newman assumed the role of Interim CEO and
temporarily resigned from the board. Mr. Newman
resigned in May2023. On 14March2023 the EGM
elected Mr. Persson to the board for a limited
time. Mr. Persson resigned on 24May2023. On
11July2023, Ms. de Margerie resigned and Ms. Riibe
was elected to the board for a term of two years.
The Company provides Directors and Officers
Liability Insurance for all directors and officers.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 24 April 2024
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
10 | Annual Report | 2023
Ensurge Micropower
ASAGroup
Consolidated Financial
Statements
Consolidated statement of comprehensive income
Amounts in USD1,000 | Note | 2023 | 2022 |
Sales revenue | 6 | ||
Other income | 6 | ||
Total revenue and other income | |||
Salaries and other payroll costs | 7,8 | ( | ( |
Other operating expenses | 9,10 | ( | ( |
Depreciation, amortization and impairment loss | 11,12,13 | ( | ( |
Operating profit (loss) | ( | ( | |
Interest income | |||
Change in fair value of derivative liability | ( | ||
Interest expense | 14,15 | ( | ( |
Net realized and unrealized currency gain/(loss) | 15 | ( | |
Net financial items | 15 | ( | ( |
Profit (loss) before income tax | ( | ( | |
Income tax expense | 16 | ||
Profit (loss) for the year | ( | ( | |
Profit (loss) per share for profit attributable to the equity holders of the Company during the year | |||
Basic and diluted, USDper share | 17 | (USD | (USD |
Profit (loss) for the year | ( | ( | |
| Other comprehensive income | |||
Currency translation | |||
Total comprehensive income for the year | ( | ( |
Consolidated Financial Statements
Annual Report | 2023 | 11
Consolidated statement of financial position
Amounts in USD1,000 | Note | 31 December 2023 | 31 December 2022 |
ASSETS | |||
| Non-current assets | |||
Property, plant and equipment | 11 | ||
Other financial receivables | |||
Total non-current assets | |||
| Current assets | |||
Trade and other receivables | 18 | ||
Cash and cash equivalents (i) | 19 | ||
Total current assets | |||
Total assets | |||
Share capital | |||
Other paid-in capital | |||
Other reserves | |||
Currency translation | ( | ( | |
Retained earnings | ( | ( | |
Total equity | 21 | ( | ( |
LIABILITIES | |||
| Non-current liabilities | |||
Long-term debt | 22 | ||
Long-term financial lease liabilities | 13 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Trade and other payables | 24,25 | ||
Short-term financial lease liabilities | 13,23 | ||
| Derivative and short-term convertible | 14 | ||
| debt | |||
Current portion of long-term debt | 22 | ||
Total current liabilities | |||
Total equity and liabilities |
EQUITY
20
(i) Includes restricted cash of USD 1,600 thousand, securing the letter of credit issued in 2017 by Thin Film
Electronics ASA to the landlord of the San Jose, California facility.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 24 April 2024
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
12 | Annual Report | 2023
Consolidated statement of changes in equity
| Other | |||||||
| Amounts in | Share | paid-in | Other | Currency | Retained | ||
USD1,000 | Note | capital | capital | reserves | translation | earnings | Total |
Balance at 1 January 2023 | ( | ( | ( | ||||
| Reduction of share | |||||||
| capital by reduction | ( | ( | |||||
| of PAR | |||||||
| Transfer of vested | |||||||
| share-based | ( | ( | |||||
compensation and expired warrants* | |||||||
| Private Placement | |||||||
(March, June, July, September, October, November and December 2023) | ( | ||||||
| Employee Stock | |||||||
| Purchase Plan | |||||||
| Share-based | |||||||
| compensation | |||||||
Comprehensive income | ( | ( | |||||
Balance at 31December 2023 | 21 | ( | ( | ( | |||
| Balance at 1 | ( | ( | ( | ||||
| January 2022 | |||||||
| Share-based | |||||||
| compensation | |||||||
| Private Placement | |||||||
| (February, August | |||||||
| and December | |||||||
| 2022) | |||||||
| Stock Rights | |||||||
| Exercise | |||||||
Comprehensive income | ( | ( | |||||
| Balance at 31 | 21 | ( | ( | ( | |||
| December 2022 |
*Share-based compensation recognized for vested subscription rights has been moved to uncovered loss. The warrants
expired in 2022, and the cost recognized under other reserves have been moved to uncovered loss in current year.
Annual Report | 2023 | 13
Consolidated cash flow statement
Amounts in USD1,000 | Note | 2023 | 2022 |
| Cash flows from operating activities | |||
Profit (loss) before income tax | ( | ( | |
- Share-based remuneration | 7 | ||
- Depreciation and amortization | 11 | ||
- Changes in working capital and non-cash items | ( | ||
- Net financial items | |||
Net cash from operating activities | ( | ( | |
| Cash flows from investing activities | |||
Purchases of property, plant and equipment | 11 | ( | ( |
Proceeds from sale of fixed assets | 11 | ||
Interest received | |||
Net cash from investing activities | ( | ( | |
| Cash flows from financing activities | |||
Proceeds from issuance of shares | 21 | ||
Proceeds from debt financing | 14 | ||
Interest paid | ( | ( | |
Lease installments | 13 | ( | ( |
Net cash from financing activities | |||
Net increase (decrease) in cash and bank deposits | ( | ( | |
Cash and bank deposits at the beginning of the year | |||
Cash and bank deposits at the end of the year* |
* Including restricted cash. See Note20.
14 | Annual Report | 2023
Notes to the
Consolidated Financial
Statements
Annual Report | 2023 | 15
16 | Annual Report | 2023
Annual Report | 2023 | 17
18 | Annual Report | 2023
Annual Report | 2023 | 19
20 | Annual Report | 2023
5. Critical accounting estimates
and judgments
The financial statements of the group have been
prepared based on the going concern assumption.
Estimates and judgments are continually evaluated
and are based on historical experience and other
factors, including expectations of future events
that are believed to be reasonable under the
circumstances. Reference is made to Note 2.1 Going
concern. The Group makes estimates and assumptions
concerning the future. The resulting accounting
estimates will, by definition, rarely equal the related
actual results.
The estimates and assumptions in the financial
statements of the group mainly relate to share-
based compensation, warrants, deferred tax assets,
accounting for research and development, intangible
assets, property, plant and equipment and leases.
Share-based compensation
Ensurge estimates the fair value of options at the
grant date. As the subscription rights are structured
equal to an option, the Black-Scholes option pricing
model is used for valuing the share subscription
rights. The model uses the following parameters;
the exercise price, the life of the option, the current
price of the underlying shares, the expected volatility
of the share price, the dividends expected on the
shares, and the risk-free interest rate for the life of
the option. The cost of share-based remuneration is
expensed over the vesting period. Such estimates
are updated at the balance sheet date. Changes in
this estimate will impact the expensed cost of share-
based remuneration in the period. The variables,
assumptions and relevant theoretical foundations
used in the calculation of the fair value per share
subscription right is estimated according to the
IFRS 2 standard.
Convertible debt
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 consolidated
statements of comprehensive income, in accordance
with IFRS 9. The convertible loans, including accrued
interest, are classified as short-term 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.
Research and development
Research costs are expensed as incurred.
Development expenditure on an individual project
is recognized as an intangible asset only when
Ensurge can demonstrate the technical feasibility
of completing the intangible assets so that it will be
available for use or sale, the Company’s intention
and capability of completing the development
and realize the asset, and the net future financial
benefits of use or sale. Determining whether an
expense meets the definition of a development
cost requires judgment to be applied. Capitalized
development costs as of 31 December 2023, have
been fully impaired. See Note 12.
Lease
The Company entered into a lease agreement in
November 2016 relating to the property building of
its US headquarters in San Jose, California. Ensurge
assesses whether the lease has been impaired by
applying the requirements in IAS 36 - Impairment
of assets. As of 31 December 2023, the book
value of the leased building is USD 0 thousand,
whereas the book value of the lease liability is
USD 9,459 thousand. See Note 13.
Annual Report | 2023 | 21
6. Revenue and other income
The breakdown of the revenue and other income is as follows:
Amounts in USD 1,000 | 2023 | 2022 |
Sales of goods | — | — |
| Rendering of services, delivery of samples, technology | 138 | — |
| access revenue | ||
Grant revenue | 75 | — |
Total revenue and other income | 213 | — |
The company recognized USD 213 thousand in sales revenue and other income in 2023 and zero sales revenue
and other income in 2022 from external customers from other countries.
Ensurge Micropower was named one of eight winners in the first phase of the U.S. DOE Microbattery Design
Prize competition, each being awarded USD 75 thousand plus testing services with DOE National Laboratories.
The winners were selected based on a review of technical designs and schematics for microbatteries serving a
specific application and deliver performance beyond what is commercially available.
The company now enters the second of the DOE’s two-phase program, where their prototypes will be
evaluated for performance, safety, and manufacturing readiness. Phase Two features a total prize pool of
$1.1 million in awards including federal funding. A winner and two runners up will be selected.
No warranty costs, penalties or other losses were related to sales revenue in 2023 or 2022.
7. Salaries and other payroll costs
Amounts in USD 1,000 | 2023 | 2022 |
Salaries | 4,147 | 7,098 |
Social security costs | 303 | 531 |
| Share-based compensation (subscription rights), notional | 816 | 3,434 |
| salary cost | ||
| Share-based compensation (subscription rights), accrued | 11 | (175) |
| employer´s tax* | ||
Pension contribution | 36 | 250 |
| Other personnel related expenses, including recruiting | 806 | 1,048 |
| costs | ||
Total | 6,120 | 12,186 |
| Average number of employees for the year (full-time | 28 | 38 |
| equivalent) |
At the end of the year the group had 28 full-time employees, down from 37 at the end of 2022.
The company has defined contribution pension plans. Contributions are expensed and paid when earned.
*Relates to remeasurement of social security costs in 2022. See Note 2.17.
22 | Annual Report | 2023
Compensation to senior management
Amounts in USD 1,000 | 2023 | 2022 |
Salary | 865 | 1,013 |
Pension contribution | 9 | 36 |
Bonus | — | — |
Employee stock purchase | 51 | — |
Share-based compensation | (22) | 1,796 |
Total senior management compensation | 904 | 2,845 |
See separate Remuneration Report 2023.
9. Other operating expenses
Amounts in USD 1,000 2023 | 2022 | |
Services | 2,237 | 1,985 |
Premises, supplies | 3,706 | 4,614 |
Sales and marketing | 299 | 117 |
Other expenses | 976 | 1,076 |
Total | 7,217 | 7,792 |
Ensurge has lease agreements for premises in the following locations:
Oslo (Norway): The Corporate headquarter was located at Fridjof Nansens Plass 4, Oslo. The Company
currently pays rent on a month to month basis. The monthly rent is NOK 11 thousand per month.
San Jose (California, US): The Company entered into a lease agreement in November 2016 relating to the
property building of its Global headquarter at Junction Avenue in San Jose, CA. The lease in San Jose expires
in September 2028. The average annual lease amount in the period is USD 2,182 thousand. See Note 13 for
further description.
Only the lease agreement for the San Jose premises has a duration longer than twelve months.
10. Related party transactions
Amounts in USD 1,000 2023 | 2022 | |
Purchase of services from Acapulco Advisors AS | 139 | 241 |
Purchase of services from Admaniha AS | 167 | — |
Purchase of services from Alden AS | — | 30 |
Purchase of services from Lars Eikeland | 285 | — |
Purchase of services from Mark Newman | 214 | — |
Purchases of services from law firm Ræder | 429 | 390 |
Annual Report | 2023 | 23
Amounts in USD 1,000 | 2023 | 2022 |
Payable to Acapulco Advisors AS | 6 | 32 |
Payable to Alden AS | — | 30 |
Payable to Lars Eikeland | 45 | — |
Payable to law firm Ræder | 38 | 188 |
24 | Annual Report | 2023
11. Property, plant and equipment
| Laboratory and | |
| Amounts in USD 1,000 | production equipment |
Useful life, years | 5 |
| 2023 | |
Accumulated cost on 1 January 2023 | 52,696 |
Additions | 247 |
Sale / disposal of assets | (8) |
Accumulated cost 31 December 2023 | 52,935 |
Accumulated depreciation and impairments on 1 January 2023 | (50,527) |
Depreciation expenses | (551) |
Sale / disposal of assets | 8 |
Accumulated depreciation and impairment 31 December 2023 | (51,069) |
Net book value 31 December 2023 | 1,865 |
| 2022 | |
Accumulated cost on 1 January 2022 | 52,594 |
Additions | 556 |
Sale / disposal of assets | (454) |
Accumulated cost 31 December 2022 | 52,696 |
| Accumulated depreciation | |
Accumulated depreciation and impairments on 1 January 2022 | (50,561) |
Depreciation expenses | (402) |
Sale / disposal of assets | 437 |
Accumulated depreciation and impairment 31 December 2022 | (50,527) |
Net book value 31 December 2022 | 2,169 |
All property, plant and equipment are based in San Jose, California.
Impairment
The company revised its strategy in 2019 and impaired the production related assets. This triggered an
impairment test. Management views the roll-to-roll technology, production facility and related assets as
broadly applicable to multiple potential applications, including for use in its strategy to develop and produce
a new and innovative class of ultrathin, ultrasafe solid-state lithium batteries for wearable devices, connected
sensors. However, management believes that the ‘value in use’ is not readily supportable, as it has only been
forecasted in a financial model, with no real data to support the estimates. As there is no observable market
data on these assets, management have not been able to find a reliable estimate on ‘fair value less costs to
sell’. Due to these uncertainties the assets, including intangible assets (see Note 12) and right-of-use assets
(see Note 13) were fully impaired as of 31 December 2019. If the revised strategy is successful, the Company
may reverse some or all of the impairment of production related assets.
Assets pledged as security
The majority of production facility assets, including the roll-to-roll (R2R) production facility, have been pledged
to secure borrowings of the group (see Note 22). The group is not allowed to pledge these assets as security
for other borrowings or to sell them to another entity.
Annual Report | 2023 | 25
| Purchased | Capitalized | ||
| intellectual | development | ||
| Amounts in USD 1,000 | property | costs | Total |
Amortization period, years (linear) | 13–16 | ||
| 2023 | |||
| Acquisition cost | |||
Accumulated cost on 1 January 2023 | 1,791 | 1,630 | 3,421 |
Additions | — | — | — |
Accumulated cost 31 December 2023 | 1,791 | 1,630 | 3,421 |
Accumulated amortization and impairment on 1 January 2023 | (1,791) | (1,630) | (3,421) |
Amortization | — | — | — |
Amortization and Impairment 31 December 2023 | (1,791) | (1,630) | (3,421) |
Net book value 31 December 2023 | — | — | — |
| 2022 | |||
| Acquisition cost | |||
Accumulated cost on 1 January 2022 | 1,791 | 1,630 | 3,421 |
Additions | — | — | — |
Accumulated cost at 31 December 2022 | 1,791 | 1,630 | 3,421 |
Accumulated amortization and impairment on 1 January 2022 | (1,791) | (1,630) | (3,421) |
Amortization | — | — | — |
Amortization and Impairment 31 December 2022 | (1,791) | (1,630) | (3,421) |
Net book value 31 December 2022 | — | — | — |
26 | Annual Report | 2023
Amounts in USD 1,000 | Lease liability |
Lease liability recognized at 1 January 2023 | 10,897 |
Lease payment (see statement below) | (2,181) |
Interest expense | 744 |
Lease liability as of 31 December 2023 | 9,459 |
14. Convertible debt
On 25 July 2022, the Company announced that it secured funding totaling NOK 57 million. Of this amount,
NOK 46.7 million represented commitments to subscribe for convertible loans. The convertible loans were
approved at the EGM held 17 August 2022. The convertible loans were repayable 17 August 2023 and the
lenders were entitled at any time after 17 February 2023 to convert the loans into shares in the Company at a
conversion price of NOK 3.00 [NOK 15.00 post 5:1 share consolidation]. The convertible loans carry interest at
the rate of 5% per annum.
At the EGM on 11 July 2023, the shareholders approved amendments to the terms and conditions of the
convertible loans as follows: (i) the conversion price was amended to NOK 0.10 [NOK 0.50 post 5:1 share
consolidation] per share provided the loan holder converted its convertible loan on or before 17 August 2023;
(ii) the accrued interest on the convertible loans was made convertible on the same terms as the principal
amount; and (iii) the maturity date for the convertible loan was extended until 17 August 2024 with interest
accruing at 5% per annum for such extended loan period; provided, however, that if the loan holder did not
convert its convertible loan on or before 17 August 2023, the conversion price would be NOK 0.15 [NOK 0.75
post 5:1 share consolidation] per share and conversion could only be undertaken in the period between
17 January 2024 and the maturity date on 17 August 2024.
Lenders of an aggregated total of NOK 39.8 million of the principal amount of the convertible loans requested
that their part of the convertible loan, plus accrued interest, be converted into shares in the Company on the
terms resolved by the EGM.
The Board resolved on 30 August 2023 to approve the conversion of convertible loans, plus accrued interest, in
the total amount of NOK 41.8 million to shares in the Company at a conversion price of NOK 0.10 [NOK 0.50
post 5:1 share consolidation], by issuance of a total of 418,449,068 new shares in the Company.
At the EGM on 10 November 2023, the shareholders approved a new convertible loan in the amount of
NOK 4.5 million. The new loan interest rate is 5% per annum and shall be repaid (unless the loan has been
converted into shares) on 10 November 2024. The conversion price per share, prior to maturity, is NOK 0.105
[NOK 0.525 post 5:1 share consolidation].
Annual Report | 2023 | 27
At the EGM on 10 November 2023, the shareholders approved amending the terms and conditions of the
existing outstanding convertible loan (as issued on 17 August 2022). The conversion price changed from
NOK 0.15 [NOK 0.75 post 5:1 share consolidation] to NOK 0.105 [NOK 0.525 post 5:1 share consolidation] and
the maturity date was updated to 10 November 2024.
As of 31 December 2023 the outstanding convertible loans amount to USD 1,184 thousand.
See Note 26 for post balance sheet events.
Liquidity loans totaling USD 1,701 thousand were obtained during the first seven months of 2023. The interest
rate was 12% per annum. As resolved by the EGMs on 14 March and 11 July 2023, and as part of Tranche 2 of
the private placements announced on 15 February and 15 June 2023, respectively, the subscription amount in
Tranche 2 of such placements for the lenders of the liquidity loans was settled by set-off against the liquidity
loan debt obligation.
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 consolidated statements of comprehensive income, in accordance with IFRS 9. The convertible loans,
including accrued interest, are classified as short-term 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 USD 1,000 | 31 December 2023 | 31 December 2022 |
Short term debt | 960 | 3,692 |
Derivative liability | 448 | 223 |
Accrued interest | 54 | 86 |
Conversion price* | NOK 0.525 | NOK 15.00 |
Interest rate | 5% | 5% |
Maturity date* | 10 November 2024 | 17 August 2023 |
*New loan terms revised per the EGM held 11 July 2023 and 10 November 2023.
Amounts in USD 1,000 | 2023 | 2022 |
Interest income | 71 | 49 |
Interest expense | (3,438) | (3,728) |
Net realized and unrealized currency gain/(loss) | 254 | (609) |
Change in fair value of derivative liability | (123) | 1,300 |
Total | (3,236) | (2,988) |
28 | Annual Report | 2023
16. Income tax expense
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the
weighted average tax rate applicable to profits of the consolidated entities as follows:
Amounts in USD 1,000 | 2023 | 2022 |
Profit (loss) before tax | (16,904) | (23,369) |
| Tax (tax income) calculated at domestic tax rate | (3,719) | (5,141) |
| 22% (22%) | ||
Effect of other tax rate in other countries | (575) | 530 |
Share based compensation | 77 | 201 |
Mark to market adjustment | — | — |
Nondeductible interest | 331 | 464 |
Other permanent differences | 634 | (238) |
| Special deduction for foreign derived intangible | (108) | |
| income | ||
Change in deferred tax asset not recognized in the balance sheet | 3,360 | 4,184 |
Tax charge | 0 | 0 |
17. Profit (loss) per share
| 1 January – | 1 January – | |
| Amounts in USD | 31 December 2023 | 31 December 2022 |
Profit (loss) attributable to equity holders of the Company (USD 1,000) | (16,904) | (23,369) |
Average number of shares in issue* | 226,327,767 | 43,036,443 |
Average diluted number of shares* | 226,327,767 | 43,036,443 |
Profit (loss) per share, basic* | (USD 0.07) | (USD 0.54) |
| *As adjusted for the 5:1 share consolidation completed in April 2024. |
| When the period result is a loss, the loss per diluted number of shares shall not be reduced by the higher |
| diluted number of shares, but the diluted result per share equals the result per basic number of shares. |
The diluted number of shares has been calculated by the treasury stock method. If the adjusted exercise
price of subscription rights exceeds the average share price in the period, the subscription rights are not
counted as being dilutive.
Amounts in USD 1,000 | 31 December 2023 | 31 December 2022 |
Customer receivables | 171 | 149 |
Other receivables, prepayments | 813 | 844 |
Less: provision for impairment of receivables and prepayments | (121) | (125) |
Receivables – net | 863 | 868 |
Of this, receivables from related parties (Note 10) | — | — |
Annual Report | 2023 | 29
Amounts in USD 1,000 | 31 December 2023 | 31 December 2022 |
Denominated in NOK | — | 93 |
Denominated in USD | 863 | 775 |
Total | 863 | 868 |
19. Cash and bank deposits
Amounts in USD 1,000 | 31 December 2023 | 31 December 2022 |
Cash in bank excluding restricted cash | 2,178 | 3,316 |
Deposit for Letter of Credit (restricted) | 1,600 | 1,626 |
Deposit for withheld tax (restricted) | 12 | 21 |
Total | 3,791 | 4,963 |
Payable withheld tax amounts in Norway at 31 December 2023 were USD 0 thousand (2022: USD 0 thousand).
Number of shares | Number of warrants | |
Shares at 1 January 2023 | 48,845,705 | — |
Shares issued | 443,092,074 | — |
Shares at 31 December 2023 | 491,937,779 | — |
Shares at 1 January 2022 | 38,811,064 | — |
Shares issued | 9,887,040 | — |
Allotment of warrants | — | 3,703,704 |
Stock rights exercised and shares issued | 147,601 | — |
Expired warrants | — | (3,703,704) |
Shares at 31 December 2022 | 48,845,705 | — |
30 | Annual Report | 2023
| Number of | Price per | ||
Shares issued | Date | shares | share |
Private placement | 14 March 2023 | 100,000,000 | 0.50 |
Private placement | 19 June 2023 | 14,884,570 | 0.50 |
Private placement | 21 July 2023 | 81,963,483 | 0.50 |
Employee share purchase | 3 September 2023 | 2,554,207 | 0.50 |
Convertible loan conversion | 5 September 2023 | 83,689,814 | 0.50 |
Private placement | 5 September 2023 | 40,000,000 | 0.50 |
Private placement | 20 October 2023 | 24,569,375 | 0.50 |
Private placement | 13 November 2023 | 70,430,625 | 0.50 |
Private placement | 21 December 2023 | 25,000,000 | 0.50 |
Shares issued in 2023 | 443,092,074 | ||
Subscription rights exercised in 2023 | — | ||
Private placement | 2 February 2022 | 2,790,254 | 27.00 |
8 March 2022 | 913,451 | 27.00 | |
24 July 2022* | 683,334 | 15.00 | |
8 November 2022 | 3,651,237 | 10.00 | |
12 December 2022 | 1,848,764 | 10.00 | |
Shares issued in 2022 | 9,887,040 | ||
Subscription rights exercised | 27 January 2022 | 23,335 | 14.85 |
13 June 2022 | 124,266 | 6.75 | |
Subscription rights exercised in 2022 | 147,601 |
| Number of subscription rights | 1 January – | 1 January – |
| 31 December 2023 | 31 December 2022 | |
Subscription rights opening balance | 4,613,982 | 4,255,715 |
Grant of incentive subscription rights | 46,370,862 | 620,298 |
Terminated, forfeited and expired subscription rights | 2,793,941 | (114,432) |
Exercise of subscription rights | 0 | (147,599) |
Subscription rights closing balance | 48,190,903 | 4,613,982 |
Annual Report | 2023 | 31
| Subscription | |||||
| Date | Rights | Price | Vesting | Expiration | |
Board members | 4 May 2023 | 2,000,000 | 0.50 | Fully vested at grant date | 25 May 2027 |
24 May 2023 | 7,442,284 | 0.50 | 1/3 immediately , 1/3 after | 24 May 2028 | |
| 1 year, 1/3 after 2 years | |||||
| 1/3 immediately, but aren’t | |||||
11 July 2023 | 2,000,000 | 0.50 | exercisable for 1 year, 1/3 | 24 May 2028 | |
| after 1 year, 1/3 after 2 years | |||||
11 July 2023 | 2,000,000 | 0.50 | 20% after 1 year, 30% after | 24 May 2028 | |
| 2 years, 50% after 3 years | |||||
30 August 2023 | 9,026,893 | 0.50 | 1/3 immediately , 1/3 after | 24 May 2028 | |
| 1 year, 1/3 after 2 years | |||||
Employees | 4 May 2023 | 4,155,686 | 0.92 | 50% per year | 25 May 2027 |
4 May 2023 | 482,000 | 0.92 | 100% over 6 months | 25 May 2027 | |
18 November 2023 | 10,139,999 | 0.50 | 1/3 immediately , 1/3 after | 24 May 2028 | |
| 1 year, 1/3 after 2 years | |||||
18 November 2023 | 1,124,000 | 0.50 | 31 December 2024 | 24 May 2028 | |
Consultants | 29 August 2023 | 2,000,000 | 0.50 | 1/3 immediately , 1/3 after | 24 May 2028 |
| 1 year, 1/3 after 2 years | |||||
18 November 2023 | 6,000,000 | 0.50 | 1/3 immediately , 1/3 after | 24 May 2028 | |
| 1 year, 1/3 after 2 years | |||||
Grants of subscription | 46,370,862 | ||||
| rights in 2023 | |||||
Board members | 25 May 2022 | 400,000 | 12.50 | 12.5% per quarter | 25 May 2027 |
Employees | 1 January 2022 | 17,999 | 31.50 | 50% per year | 3 June 2026 |
3 May 2022 | 32,300 | 18.22 | 50% per year | 3 June 2026 | |
25 August 2022 | 169,999 | 17.16 | 50% per year | 25 May 2027 | |
Grants of subscription | 620,298 | ||||
| rights in 2022 |
32 | Annual Report | 2023
21. Shareholders and subscription rights
At the end of 2023 there were 491,937,779 (as adjusted for the 5:1 share consolidation) shares in the company,
versus 48,845,705 (as adjusted for the 5:1 share consolidation). At the end of 2023 there were 11,792 registered
shareholders (2022: 11,082).
Shares and subscription rights tables have been adjusted for the 5:1 share consolidation completed in
April 2024.
Ensurge is not aware of any shareholding agreements between shareholders.
| Top 20 shareholders as of | ||
31 December 2023 | Shares | Percent |
Keith, Robert | 68,354,871 | 13.9% |
Alden AS | 45,000,000 | 9.1% |
Andreas Holding AS | 24,936,500 | 5.1% |
Nordnet Bank AB | 21,501,798 | 4.4% |
Jaco Invest AS | 10,654,932 | 2.2% |
SES AI | 10,150,000 | 2.1% |
BNP Paribas | 10,064,974 | 2.0% |
Ragnvald Gabrielsen AS | 9,282,618 | 1.9% |
Tigerstaden AS | 9,000,000 | 1.8% |
R. Sundvall Invest AS | 7,753,721 | 1.4% |
Nordnet Livsforsikring AS | 6,669,789 | 1.4% |
Haadem Invest AS | 6,516,018 | 1.3% |
Sinmax Investment AS | 6,400,000 | 1.3% |
J.P. Morgan SE | 6,254,480 | 1.3% |
Arne Hellestø AS | 5,556,075 | 1.1% |
Håvi AS | 5,539,183 | 1.1% |
Forte Norge | 5,436,794 | 1.1% |
Danske Bank A/S | 4,786,537 | 1.0% |
Ellingsen Lofoten Eiendom AS | 4,000,000 | 0.8% |
Stormchasers AS | 4,000,000 | 0.8% |
Total 20 largest shareholders | 271,858,290 | 100.0 % |
Total other shareholders | 220,079,489 | 81.0 % |
Total shares outstanding | 491,937,779 | 100.0% |
Annual Report | 2023 | 33
| Shares and subscription rights held by primary insiders and | Incentive | |
close relations at 31 December 2023 | Shares | subscription rights |
Terje Rogne, Chairman | — | 16,469,177 |
Morten Opstad, Board Member | 209,603 | 2,248,529 |
Nina Riibe, Board Member | — | 2,000,000 |
Jon Castor, Former Board Member | — | 257,418 |
Victoire de Margerie, Former Board Member | — | 100,000 |
Kelly Doss, Former Board Member | — | 128,708 |
Mark Newman, Former Interim CEO, Former Board Member | — | 2,100,000 |
Lars Eikeland, CEO/CFO | 1,436,344 | 6,000,000 |
Arvind Kamath, EVP Technology Development | 354,108 | 7,029,616 |
Total | 2,000,055 | 36,333,450 |
Subscription rights
2023 | 2022 | |||
| Weighted | Weighted | |||
| average | Number of | average | Number of | |
| exercise price, | subscription | exercise price, | subscription | |
| NOK | rights | NOK | rights | |
Total at 1 January | 25.44 | 4,613,982 | 26.59 | 4,255,715 |
Granted | 0.54 | 46,370,862 | 14.63 | 620,298 |
Forfeited | 17.73 | (1,167,937) | 19.43 | (89,759) |
Exercised | — | 5.36 | (147,599) | |
Expired | 27.93 | (1,626,004) | 24.83 | (24,673) |
Total at 31 December | 1.59 | 48,190,903 | 25.44 | 4,613,982 |
| Number of exercisable | ||||
subscription rights at 31 December (included in total) | 16,685,590 |
The average strike price is higher than the quote share price on the Stock exchange at 31 December 2023.
Subscription rights outstanding at 31 December 2023
| Number of | Weighted average | |
| Holder | subscription rights | exercise price, NOK |
Lars Eikeland, CEO/CFO | 6,000,000 | 0.50 |
Mark Newman, Former CEO | 2,100,000 | 1.07 |
Arvind Kamath, EVP Technology Development | 7,029,616 | 2.72 |
Employees and contractors | 35,161,287 | 1.57 |
Total | 48,190,903 | 1.59 |
34 | Annual Report | 2023
| Value of subscription rights and | Grants in | Grants in | Grants in | Grants in | Grants in |
| assumptions upon grant | 2023 | 2022 | 2021 | 2020 | 2019 |
| Value of subscription right at grant | 0.40–4.30 | 0.50–28.40 | 24.75–34.20 | 11.70–30.60 | 15.30–129.60 |
| date, NOK per subscription right | |||||
Share price, NOK per share | 0.0976–4.644 | 2.25–11.241 | 2.25–10.44 | 0.25–1.16 | 109.62–198.36 |
Exercise price, NOK per share | 0.50–0.92 | 12.50–31.50 | 6.75–38.25 | 6.75–45.90 | 7.38–2.04 |
Expected annual volatility | 155–182% | 0–257% | 235–236% | 98–157% | 62–145% |
Duration, years | 4.1–5.0 | 4.1–5.0 | 4.1–4.8 | 4.2–5.0 | 1.0–4.2 |
Expected dividend | — | — | — | — | — |
| Risk-free interest rate, government | 2.31–3.49% | 0.90–3.35% | 0.26–0.81% | 0.14–0.79% | 1.00–4.18% |
| bonds |
| Value of subscription rights | |||||
| and assumptions on | Grants in | Grants in | Grants in | Grants in | Grants in |
| 31 December 2023 | 2023 | 2022 | 2021 | 2020 | 2019 |
Value of subscription right at 31 December 2023, NOK per | 0.40–4.30 | 0.50–28.40 | 24.75–34.20 | 11.70–30.60 | 15.30–129.60 |
| subscription right | |||||
Share price, NOK per share | 0.65 | 0.65 | 0.65 | 0.65 | 0.65 |
Exercise price, NOK per share | 0.50–0.92 | 12.50–31.50 | 6.75–38.25 | 6.75–45.90 | 7.38–2.04 |
Expected annual volatility | 155–182% | 0–257% | 235–236% | 98–157% | 62–145% |
Duration, years | 3.4–4.4 | 2.4–3.4 | 1.6–2.4 | 0.4–1.6 | 0.4 |
Expected dividend | — | — | — | — | — |
| Risk-free interest rate, government | 2.31–3.49% | 0.90–3.35% | 0.26–0.81% | 0.14–0.79% | 1.00–4.18% |
| bonds | |||||
| Number of outstanding subscription | 46,019,662 | 241,411 | 1,165,736 | 734,100 | 29,994 |
| rights at 31 December 2023 |
There were no subscription rights exercised in 2023. There were subscription rights exercised in 2022.
Annual Report | 2023 | 35
Amounts in USD 1,000 | 31 December 2023 | |||||||
| Principal and interest due | ||||||||
Within 1 year | 1–2 years | 2–3 years | 3–4 years | 4–5 years | ||||
Q1 | Q2 | Q3 | Q4 | |||||
| Principal | 319 | 339 | 360 | 1,785 | 2,274 | 382 | 1,361 | — |
| obligations due | ||||||||
| Convertible debt | — | — | — | — | — | 1,130 | — | — |
| obligations due | ||||||||
Interest payments | 411 | 391 | 370 | 1,136 | 647 | 448 | 99 | — |
Lease payments | 557 | 557 | 557 | 2,311 | 2,378 | 573 | 2,447 | 1,875 |
Total | 1,287 | 1,287 | 1,287 | 5,232 | 5,299 | 2,533 | 3,907 | 1,875 |
Amounts in USD 1,000 | 31 December 2023 | 31 December 2022 |
Trade payables | 351 | 857 |
| Public duties, withheld taxes and social security | 20 | 38 |
| taxes due | ||
Share-based liability (subscription rights), employer´s tax | 11 | 0 |
Accrued holiday pay and other accrued salary | 523 | 1,003 |
Other accrued expenses | 799 | 613 |
Total | 1,704 | 2,511 |
Of this, payables to related parties (Note 10) | 89 | 249 |
Amounts in USD 1,000 | 31 December 2023 | 31 December 2022 |
Denominated in NOK | 346 | 475 |
Denominated in USD | 1,358 | 2,036 |
Total | 1,704 | 2,511 |
36 | Annual Report | 2023
| Charged to | ||||
Amounts in USD 1,000 | 31 December 2022 | profit/loss | Equity | 31 December 2023 |
| Deferred income tax asset | ||||
Fixed and intangible assets | 1,548 | (145) | — | 1,403 |
Inventory | 450 | 8 | — | 458 |
Other accruals | 5,109 | (354) | — | 4,755 |
| Tax loss carried forward outside | 5,756 | (1,146) | — | 4,610 |
| Norway | ||||
Tax loss carried forward Norway | 66,477 | (993) | — | 65,484 |
| Calculated deferred tax asset 22% | 79,340 | (2,630) | — | 76,710 |
| (2022: 22%). | ||||
Impairment of deferred tax asset | (79,340) | 2,630 | — | (76,710) |
| Deferred tax in the balance | — | — | — | — |
| sheet |
25. Guarantees
As a part of the relocation of Ensurge’s US headquarters in 2017, a USD 1,600 thousand Letter of Credit
was issued by Ensurge Micropower ASA to the landlord and is included in the Company’s cash balance in
Note 19 as restricted cash. Ensurge Micropower ASA has in addition entered into a Tenancy Guaranty with the
landlord. The Guaranty is given to secure payment of the lease rent. The initial Guaranty liability amounted
to USD 5,000 thousand and reduces on an annual basis of USD 500 thousand per year commencing with
the second lease year until the liability reaches zero dollars. As at 31 December 2023, the Guaranty liability
amounted to USD 2,000 thousand.
26. Events after the balance sheet date
On 17 January 2024, Ensurge Micropower announced that it has received notices of allowance for two
additional patents which we expect to be issued in Q1 2024. Filed in 2020, the patent applications cover the
core technology of battery stacking and engineered electrolytes. Ensurge’s patents cover four innovation
pillars which include use of an ultrathin 10 μm steel substrate, the ability to stack and package core battery
cells on this substrate, an anodeless solid-state lithium chemistry, and the use of a proven and scalable roll-to-
roll process for manufacturing the batteries. Ensurge has twelve battery patents pending.
On 15 February 2024, the Company announced that it has successfully manufactured functional solid state
microbatteries consisting of stacked cells on 10-micron substrates. The Company will start ramping up the
manufacturing capacity in order to meet the demand from partners and customers. The Ensurge 10-micron
microbattery is expected to transform the battery market for wearables, hearables and connected sensors.
On 20 February 2024, the Company announced the completion of a private placement through an allocation
of 233,468,885 offer shares at a subscription price of NOK 0.25 [NOK 1.25 post 5:1 share consolidation] per
offer share for total gross proceeds of NOK 58 million.
Annual Report | 2023 | 37
On 29 February 2024, the board of directors resolved to approve the conversion of NOK 1,500,000 of the
convertible loans, plus accrued interest, into 14,589,040 new shares at a price of NOK 0.105 [NOK 0.525 post
5:1 share consolidation] per share. (See Note 14.)
On 29 February 2024, the board of directors resolved issue in total 10,000,000 ordinary shares at a
subscription price of NOK 0.10 [NOK 0.50 post 5:1 share consolidation] per share to a former contractor who
has exercised incentive subscription rights granted under the 2022 incentive subscription rights plan.
On 6 March 2024, the Company announced the issuance of 21,030,485 ordinary shares at NOK 0.10 [NOK 0.50
post 5:1 share consolidation] per share to employees and contractors in the Company who participate
in the Company’s 2023 Employee Share Purchase Plan (“ESPP”). The ESPP was approved by the AGM on
24 May 2023.
On 19 March 2024, the EGM approved a 5:1 share consolidation, effective 5 April 2024.
On 7 April 2024, the board of directors resolved to approve the conversion of NOK 1,500,000 of the convertible
loans, plus accrued interest, into 2,932,289 new shares at a price of NOK 0.105 [NOK 0.525 post 5:1 share
consolidation] per share. (See Note 14.)
27. Subsidiaries
Details of the Group’s subsidiaries at the end of the reporting period are as follows.
| Proportion of | |||
| Place of | ownership interest | ||
| incorporation | and voting power | ||
| and | held by the group | ||
Name of subsidiary | Principal activity | operation | 31 December 2023 |
| Research & Development, | |||
| Ensurge Micropower Inc. | Manufacturing and | USA | 100% |
| Marketing services | |||
Thin Film Electronics KK | Dormant | Japan | 100% |
| TFE Holding | Owning shares in Ensurge | USA | 100% |
| Micropower Inc. |
29. Litigation
The Company and its subsidiaries were not involved in any litigation or legal action as of 31 December 2023
and are not involved in any litigation or legal action as of the date of this report.
38 | Annual Report | 2023
Ensurge Micropower ASA
Annual financial statements 2023
Profit and loss statement
Amounts in NOK1,000 Note 2023 2022
Sales revenue 4 — —
Total revenue — —
Salaries and other benefits 5,6 (727) (21,135)
Services (external) (19,318) (11,376)
Services (from subsidiaries) 7,8 (206,858) (264,657)
Other operating expenses 8 (5,143) 34,941
Amortization of intangible assets &
negative goodwill
— —
Operating profit (loss) (232,046) (262,227)
Impairment investment in subsidiary 13 (6,828) (15,835)
Interest income 5,351 4,774
Interest expense 19 (11,772) (5,459)
Change in fair value of derivative
liability
19 (1,122) 12,688
Other financial income (costs) 2,241 12,891
Net financial items (12,129) 9,058
Profit (loss) before income tax (244,175) (253,168)
Income tax expense 9 — —
Profit (loss) for the year (244,175) (253,168)
The notes on pages 41 to 51 are an integral part of these annual financial statements.
Ensurge Micropower ASA Annual Financial Statements 2023
Annual Report | 2023 | 39
Balance sheet
Amounts in NOK1,000 Note 31 December 2023 31 December 2022
ASSETS
Current assets
Trade and other receivables 14 1,141 920
Cash and bank deposits 15 37,867 21,767
Total current assets 39,007 22,687
Total assets 39,007 22,687
EQUITY
Share capital 17, 18 245,969 241,786
Other paid-in capital 3,332 337,624
Total paid-in equity 245,301 579,410
Retained profit/uncovered losses (306,983) (614,338)
Total equity 16 (57,682) (34,928)
LIABILITIES
Current liabilities
Accounts payable 1,025 3,185
Withheld tax and public duties
payable
187 353
Debt to group companies 13, 20 78,834 14,336
Derivative and short-term convertible
debt
19 14,322 38,590
Other payables and accruals 2,321 1,151
Total liabilities 96,689 57,615
Total equity and liabilities 39,007 22,687
The notes on pages 41 to 51 are an integral part of these annual financial statements.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 24 April 2024
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
40 | Annual Report | 2023
Cash flow statement
Amounts in NOK1,000 Note 2023 2022
Cash flows from operating activities
Profit (loss) before income tax (244,175) (253,168)
- Share-based remuneration 16 2,238 14,336
- Change in working capital and other
items
86,887 25,124
Net cash from operating activities (155,049) (213,709)
Cash flows from investing activities
Net cash from investing activities — —
Cash flows from financing activities
Proceeds from issuance of shares 16, 17 153,888 158,295
Proceeds from issuance of debt 19 17,261 46,790
Net cash from financing activities 171,149 205,085
Net change in cash and bank
deposits
16,100 (8,624)
Cash and bank deposits at the
beginning of the year
21,767 30,391
Cash and bank deposits at the end
of the year *
15 37,867 21,767
The company had no bank draft facilities at the end of 2023 or 2022.
The notes on pages page 41 to 51 are an integral part of these annual financial statements.
*See Note15 for restricted amount.
Annual Report | 2023 | 41
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 22December2005 and was renamed to
Ensurge Micropower. See Note27 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 30January2008
and to the Oslo Børs on 27February2015. On
24March2015 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 23June2020. The
Company’s shares, listed on Oslo Børs in Norway,
trade under the symbol ENSU. The Company’s ADRs,
listed on OTCQB in the United States, trade under the
symbol ENMPY.
These annual financial statements for the parent
company were resolved by the Company’s board of
directors on 24April2024.
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 20February2024, the Company announced
the completion of a private placement through
an allocation of 233,468,885 Offer Shares at a
subscription price of NOK0.25 [NOK1.25 post 5:1
share consolidation] per offer share for total gross
proceeds of NOK58million.
As of the date of this report, the company has
sufficient cash to fund operations until June2024.
To continue to fund the Company’s activities beyond
June2024, 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. Material 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
Notes to the Annual Financial Statements Ensurge Micropower ASA
42 | Annual Report | 2023
accounting policies applied in the preparation of
these annual financial statements are set out below.
These policies have been applied consistently. The
financial statements have been prepared using the
historical cost convention.
Principal criteria for valuation and
classification of assets and liabilities
Assets for lasting ownership or use have been
classified as fixed assets. Other assets have been
classified as current assets. Receivables which are due
within twelve months have been classified as current
assets. Corresponding criteria have been applied when
classifying short-term and long-term debt.
Current assets have been valued at the lower of cost
and fair value. Other long-term debt and short-term
debt have been valued at face value.
Assets and liabilities denominated in
foreign currency
Monetary items in foreign currency have been
converted at the exchange rate on the balance sheet
date.
Shares in subsidiaries
Investment in subsidiaries has been valued at cost in
the parent company. In case of impairment which is
not temporary, the investment has been written down
to fair value if mandated according to GAAP.
Revenue
Revenue comprises the fair value of the consideration
received or receivable for the sale of goods and
services in the ordinary course of the group’s
activities. Revenue is shown net of value-added tax,
returns, rebates and discounts and after eliminating
sales within the group.
Ensurge Micropower ASA recognizes revenue when
the amount of revenue can be reliably measured, it
is probable that future economic benefits will flow to
the entity and when the specific criteria have been
met for each of the group’s activities, as described
below.
(a) Sales of goods
The parent company had zero sales in 2023 and
2022. 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 recognized 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 recognized 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.
Annual Report | 2023 | 43
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 NRS15A 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 2023 Subscription
Rights Plan vests 33.3% immediately, 33.3% on the first
anniversary and 33.4% 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 Note26 in the Consolidated
Financial Statements.
Financial risk factors
Reference is made to Note4.2 in the Consolidated
Financial Statements.
44 | Annual Report | 2023
4. Sales revenue
There were no sales revenue from external customers for 2023 or 2022.
No warranty costs, penalties or other losses were related to sales revenue in 2023 or 2022.
5. Employee salaries and other benefits
Amounts in NOK1,000 2023 2022
Salaries (1,720) 5,912
Social security costs 195 633
Share-based compensation (subscription rights),
notional salary cost
2,238 14,336
Share-based compensation (subscription rights),
accrued employer´s tax*
— (228)
Pension contribution (65) 117
Other personnel related expenses, including
recruiting costs
78 365
Total 727 21,135
Average number of employees for the year — 1
Number of employees 31 December — 1
At the end of 2023 there was one full-time consultant in the company (2022: 1 full-time employee).
The company has only defined contribution pension plans. Contributions are expensed and paid when
earned.
Compensation to senior management
Amounts in NOK 1,000 2023 2022
Salary 9,141 10,698
Pension contribution 95 382
Bonus
— —
Employee stock purchase 544
—
Share-based compensation (232) 18,972
Total senior management compensation 9,548 30,052
See separate Remuneration Report 2023.
Remuneration to the board of directors
Reference is made to Note8 in the Consolidated Financial Statements.
6. Statement on management remuneration policy
Reference is made to Note7 in the Consolidated Financial Statements.
Annual Report | 2023 | 45
7. Related party transactions
a) Transactions with related parties
Amounts in NOK1,000 2023 2022
Sales, marketing, R&D and manufacturing services
from Ensurge Micropower Inc.
206,858 264,639
Intercompany interest income on loan to Ensurge
Micropower Inc.
(4,885) (4,513)
Purchase of services from Acapulco Advisors AS 1,468 2,501
Purchase of services from Admaniha AS 1,764 —
Purchase of services from Alden AS — 300
Purchase of services from Lars Eikeland 3,007 —
Purchase of services from Mark Newman 2,261 —
Purchases of services from law firm Ræder 4,532 4,030
Morten Opstad, Ensurge board member and former chairman, 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 2023, Ensurge recorded NOK 1,468 thousand for advisory services from Acapulco Advisors AS, a
shareholder of Ensurge.
In 2023, Ensurge recorded NOK 1,764 thousand for consulting services from Admaniha AS, in which one of
Ensurge’s board members is the owner.
In 2022, Ensurge recorded NOK 300 thousand for a share lending agreement with Alden AS, an Ensurge
shareholder.
In 2023, Ensurge recorded NOK 3,007 thousand for executive consulting services provided by Lars Eikeland.
Robert N. Keith, a shareholder of Ensurge, entered into a consulting service agreement with effect from
1January2013. There is no compensation attached after 2019. Mr. Keith assists Ensurge in strategic analysis
and in dealing with larger, international, prospective partners.
In 2023, Ensurge recorded NOK 2,261 thousand for executive consulting services provided by Mark Newman,
a former board member.
In 2023, Ensurge recorded NOK 4,532 thousand and USD 390 thousand, respectively (net of VAT) for legal
services provided by law firm Ræder, in which one of Ensurge’s board members is a partner.
b) Year-end balances arising from sales/purchases of goods/services with
related parties
Amounts in NOK1,000 2023 2022
Payable to (from) Ensurge Micropower Inc. 78,834 14,336
Payable to Acapulco Advisors AS 61 313
Payable to Alden AS — 300
Payable to Lars Eikeland 454 —
Payable to law firm Ræder 387 1,849
46 | Annual Report | 2023
8. Other operating expenses
Amounts in NOK1,000 2023 2022
Premises, supplies 1,537 1,022
Sales and marketing 1,146 321
Bad debt — (39,214)
Other expenses 2,461 2,930
Sum 5,143 (34,941)
Ensurge pays rent for premises in Oslo (Norway) on a month to month basis. The monthly rent is
NOK11thousand per month.
Ensurge Micropower ASA has not entered into any other lease agreements.
Remuneration to the auditor (ex VAT)
Amounts in NOK1,000 2023 2022
Audit 1,613 1,679
Other assurance services 418 197
Other services* 35 40
Total 2,066 1,916
*Relates to technical preparation of tax return with mandatory forms.
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 2023 2022
Profit (loss) before tax (244,175) (253,168)
Tax (tax income) calculated at corporate tax rate (53,718) (55,697)
Permanent differences 248 (2,040)
Change in deferred tax asset not recognized on the
balance sheet
53,470 57,737
Tax charge — —
Corporate tax rate 22% 22%
Annual Report | 2023 | 47
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 2023 31 December 2022
Deferred income tax asset Intangible asset (1,568) (7,182)
Tax loss carried forward (702,986) (639,249)
Calculated deferred tax asset (701,418) (646,430)
Impairment of deferred tax asset 701,418 646,430
Deferred tax asset in the balance sheet — —
The Company has not recognized 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% (2022: 22%).
11. Property, plant and equipment
Current facilities are rented with furniture included. Minor computing and communications equipment have
been expensed.
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 2023 15,872 (2,925) 12,744 25,691
Amortization at 31 December 2023 (15,872) 2,925 (12,744) (25,691)
Net book value 31 December 2023 — — — —
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 — — — —
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 NOK8,391thousand 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 NOK12,744thousand were impaired.
The assets are assessed annually. Due to uncertainty of future use and commercialization, no reversal was
identified for 2023.
48 | Annual Report | 2023
13. Investment in subsidiaries
The investments are held at the lower of cost and fair value in the balance sheet in 2023.
Amounts in NOK1,000 Percent holding Percent of votes Book value
Ensurge Micropower Inc. — CA, USA
At 31 December 2023 100% 100%
Accumulated cost 331,936
Accumulated impairment charge (331,936)
Net book value at 31 December 2023 —
Ensurge Micropower Inc. — CA, USA
At 31 December 2022 100% 100%
Accumulated cost 325,108
Accumulated impairment charge (325,108)
Net book value at 31 December 2022 —
The local currency of Ensurge Micropower Inc. is USD. The net income in USD in 2023 was
USD5,411thousand compared to USD6,936thousand in 2022. The total equity 31December2023
was USD(6,636)thousand (2022: USD(12,227)thousand). The shares were fully impaired as of
31December2019. The provision was mainly triggered by the impairment of PPE in Ensurge Micropower
Inc as a result of the corporate restructuring (please refer to Note11 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.
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 2023 and 2022.
Guarantees provided to subsidiaries
As a part of the relocation of Ensurge’s US headquarters in 2017 a USD1,600thousand 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 USD 5,000 thousand and reduces on an annual basis of
USD500thousand per year commencing with the second lease year until the liability reaches zero dollars. As
of 31December2023, the Guaranty liability amounted to USD2,000thousand.
14. Trade and other receivables
Amounts in NOK1,000 31 December 2023 31 December 2022
Customer receivables 1,233 1,233
Other receivables, prepayments 1,141 920
Less: provision for impairment of receivables (1,233) (1,233)
Receivables – net 1,141 920
All customer receivables are due within one year and book value approximates fair value. The total
amount of trade and other receivables is NOK1,141thousand (2022: NOK920thousand).
Of other receivables, NOK 580 thousand were not past due as of 31 December.
The company assesses impairment risk on an individual basis.
Annual Report | 2023 | 49
15. Cash and bank deposits
Amounts in NOK1,000 31 December 2023 31 December 2022
Bank deposits excluding restricted cash 21,123 5,608
Deposit for Letter of Credit (restricted) 16,611 15,952
Deposit for withheld tax (restricted) 127 208
Deposit for warrant exercises, shares not yet
registered (restricted)
5 —
Total 37,867 21,767
As a part of the relocation of Ensurge Micropower Inc.’s US headquarters in 2017 a USD1,600thousand
Letter of Credit was issued to the landlord.
Payable withheld tax amounts at 31 December 2023 was NOK 127 thousand.
16. Equity
Amounts in NOK1,000
Share
capital
Other
paid-in
capital
Other
reserves
Uncovered
loss Total
Balance at 1 January 2023 241,786 297,264 40,360 (614,338) (34,928)
Reduction of share capital by
reduction of PAR
(217,363) (260,366) — 477,729 -
Share-based compensation — 8,941 — — 8,941
Transfer of vested share-based
compensation and expired warrants*
— (33,440) (40,360) 73,800 —
Private placement (March, June, July,
September, October, November and
December 2023)
220,269 (9,067) — — 211,202
Employee stock purchase plan 1,277 — — 1,277
Net profit (loss) for the year — — — (244,175) (244,175)
Balance at 31 December 2023 245,969 3,332 — (306,983) (57,682)
Balance at 1 January 2022 192,115 156,818 40,360 (361,170) 28,123
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)
* Share-based compensation recognized for vested subscription rights has been moved to uncovered
loss. The warrants expired in 2022, and the cost recognized under other reserves have been moved to
uncovered loss in current year.
17. Share capital
Reference is made to Note20 in the Consolidated Financial Statements.
18. Shareholders and subscription rights
Reference is made to Note21 in the Consolidated Financial Statements.
50 | Annual Report | 2023
19. Convertible debt
On 25July2022, the Company announced that it secured funding totaling NOK57million. Of this amount,
NOK46.7million represented commitments to subscribe for convertible loans. The convertible loans were
approved at the EGM held 17August2022. The convertible loans were repayable 17August2023 and the
lenders were entitled at any time after 17February2023 to convert the loans into shares in the Company at a
conversion price of NOK3.00 [NOK15.00 post 5:1 share consolidation]. The convertible loans carry interest at
the rate of 5% per annum.
At the EGM on 11July2023, the shareholders approved amendments to the terms and conditions of the
convertible loans as follows: (i) the conversion price was amended to NOK0.10 [NOK0.50 post 5:1 share
consolidation] per share provided the loan holder converted its convertible loan on or before 17August2023;
(ii) the accrued interest on the convertible loans was made convertible on the same terms as the principal
amount; and (iii) the maturity date for the convertible loan was extended until 17 August 2024 with interest
accruing at 5% per annum for such extended loan period; provided, however, that if the loan holder did not
convert its convertible loan on or before 17August2023, the conversion price would be NOK0.15 [NOK0.75
post 5:1 share consolidation] per share and conversion could only be undertaken in the period between
17January2024 and the maturity date on 17August2024.
Lenders of an aggregated total of NOK39.8million of the principal amount of the convertible loans requested
that their part of the convertible loan, plus accrued interest, be converted into shares in the Company on the
terms resolved by the EGM.
The Board resolved on 30August2023 to approve the conversion of convertible loans, plus accrued interest, in
the total amount of NOK41.8million to shares in the Company at a conversion price of NOK0.10 [NOK0.50
post 5:1 share consolidation], by issuance of a total of 418,449,068 new shares in the Company.
At the EGM on 10November2023, the shareholders approved a new convertible loan in the amount of
NOK4.5million. The new loan interest rate is 5% per annum and shall be repaid (unless the loan has been
converted into shares) on 10November2024. The conversion price per share, prior to maturity, is NOK0.105
[NOK0.525 post 5:1 share consolidation].
At the EGM on 10November2023, the shareholders approved amending the terms and conditions of the
existing outstanding convertible loan (as issued on 17August2022). The conversion price changed from
NOK0.15 [NOK0.75 post 5:1 share consolidation] to NOK0.105 [NOK0.525 post 5:1 share consolidation] and
the maturity date was updated to 10November2024.
As of 31December2023 the outstanding convertible loans amount to USD1,184thousand.
See Note26 in the Consolidated Financial Statements for post balance sheet events.
Liquidity loans totaling USD1,701thousand were obtained during the first seven months of 2023. The interest
rate was 12% per annum. As resolved by the EGMs on 14March and 11July2023, and as part of Tranche2 of
the private placements announced on 15February and 15June2023, respectively, the subscription amount in
Tranche2 of such placements for the lenders of the liquidity loans was settled by set-off against the liquidity
loan debt obligation.
The convertible loans are denominated in Norwegian Kroner (NOK); however, the functional currency of the
Company is the USDollar. 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 | 2023 | 51
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 2023 31 December 2022
Short term debt 9,761 36,461
Derivative liability 4,561 2,199
Accrued interest 548 851
Conversion price* NOK 0.53 NOK 3.00
Interest rate 5% 5%
Maturity date* 10 November 2024 17August 2023
* New loan terms revised per the EGM held 11 July 2023 and 10 November 2023.
20. Contingent liabilities
Reference is made to Note25 in the Consolidated Financial Statements.
52 | Annual Report | 2023
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 | 2023 | 53
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 on-site 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 anti-
bribery laws; and each manager and employee is
responsible for compliance within his or her area of
authority, and must report any suspected violation to
HR, corporate management, and in certain cases, the
local authorities. 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.
54 | Annual Report | 2023
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 2023. 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 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, 24 April 2024
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
Annual Report | 2023 | 55
Auditor’s Report
Auditor’s Report
Deloitte AS
Dronning Eufemias gate 14
Postboks 221
NO
-0103 Oslo
Norway
+47 23 27 90 00
www.deloitte.no
Deloitte AS and Deloitte Advokatfirma
AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK
private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entitie
s. DTTL and Deloitte NSE
LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member fi
rms.
Deloitte Norway conducts business through two legally separate and independent limited liability companies; Deloitte AS,
providing audit, consulting,
financial advisory and risk management services, and Deloitte Advokatfirma AS, providing tax and legal services.
Registrert i Foretaksregisteret
Medlemmer av Den norske Revisorforening
Organisasjonsnummer: 980 211 282
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 2023, 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.
• 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 2023, consolidated statement
of comprehensive income, consolidated statement of changes in equity and consolidated cash flow
statement for the year then ended, and notes to the financial statements, including material accounting
policy information.
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 2023, 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 2023, and its financial performance and its cash flows for the year then ended in accordance
with IFRS Accounting 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 auditor of Ensurge Micropower ASA for 16 years from the listing, including the listing
year.
56 | Annual Report | 2023
Independent auditor's report
Ensurge Micropower ASA
2
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 until June 2024. There is no assurance that
management will be successful in raising funds. Failure to obtain funding would adversely affect the ability to
continue as a going concern and consequently the Group and the parent might enter into liquidation. As stated in
Note 2 in the financial statements of the Group and note 1 in the financial statements of the 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 2023. 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 be communicated 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 Directors’ 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 of the Company 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 of the consolidated financial statements of the Group that give a true and fair view
in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible 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
Annual Report | 2023 | 57
Independent auditor's report
Ensurge Micropower ASA
3
statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise
will cease operations. The 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.
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’s 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.
58 | Annual Report | 2023
Independent auditor's report
Ensurge Micropower ASA
4
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 5493007QXMCG0WPKFC96-2023-12-31-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 (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, included in the annual report, 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 included in the annual report 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 included in the annual
report 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, 24 April 2024
Deloitte AS
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Annual Report | 2023 | 59
Corporate Governance
Resolved by the board of directors of Ensurge
Micropower ASA (the “Company” or “Ensurge”) on
24April2024. The statement outlines the position
of the Company in relation to the recommendations
contained in the Norwegian Code of Practice for
Corporate Governance dated 14October2021
(“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, two 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 AGM, 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
60 | Annual Report | 2023
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
2024, 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 30June2024.
Ensurge has not yet declared or paid any dividends
on its shares. The Company does not anticipate
paying any cash dividends on its shares in the next
few years.
Ensurge intends to retain future earnings, if any, to
finance operations and the expansion of its business.
Any future determination to pay dividends will
depend on the Company’s financial condition, results
of operation and capital requirements.
4. Equal treatment of shareholders
and transactions with close
associates
The Company places great emphasis on ensuring
equal treatment of its shareholders. The Company
has one class of shares. There are no trading
restrictions or limitations relating only to non-
residents of Norway under the Articles of Association
of the Company. Each share carries one vote.
There are no restrictions on voting rights of the
shares. In the authorizations to issue shares to
raise additional capital for the Company, where
the existing shareholders have resolved to waive
the preemptive 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 21days
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
Annual Report | 2023 | 61
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 (oslobors.no and newsweb.no) within
the Oslo Stock Exchange, and on the OTCQB
Venture Market at OTCMarkets.com/stock/
ENMPY/overview. The reports and other pertinent
information are also available at 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 judgment 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 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
particular emphasis on objectives, strategy and
implementation.
62 | Annual Report | 2023
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 2023 until
the AGM in 2024 was proposed to and resolved at the
2023 AGM. The nomination committee will propose
board remuneration for the period between the
annual general meetings of 2024 and 2025.
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.
Advokatfirmaet Ræder AS, in which 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
Annual Report | 2023 | 63
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
14March2023 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, 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.
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
64 | Annual Report | 2023
non-audit services from the auditor. The board of
directors shall otherwise ensure full compliance with
Section15 of the Code.
Annual Report | 2023 | 65
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 NOK275,343,871.50
divided into 550,687,743 shares each having a par
value of NOK0.50.
§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
66 | Annual Report | 2023
§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 limited
companies act
Reference is also made to the legislation concerning
public limited companies in force at the relevant time.
Board of Directors
Annual Report | 2023 | 67
Board of Directors
MORTEN OPSTAD has served on the Ensurge board
since 2006, including as Chair from 2006–2023. 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
Board Member
TERJE ROGNE has been actively involved in
management, board, and chairman positions within
Scandinavian listed and private companies for over
three decades. He served as the Chairman of the
Board at NOKAS from 2008 until 2016, leading the
company to achieve a revenue growth from 750
million NOK to 7.5 billion NOK. Furthermore, Mr.
Rogne served as the Chairman of the Board at Nordic
Semiconductor ASA from 2008 until 2018, leading
the company to become a world leader in wireless
semiconductor technology. He was also the Chairman
of the Board at Autocirc AS, from its inception in 2020
until its acquisition by Nordic Capital in early 2023, with
a revenue exceeding 3 billion SEK.
Mr. Rogne played a pivotal role as an active board
member from 2008 until 2023 in turning Apptix ASA
from a state of virtual bankruptcy to its current
status as Carasent ASA, with a market capitalization
of 1.25 million NOK. Currently, he serves as a board
member of Appear AS and as the Chairman of the
Board at Muybridge AS. Mr. Rogne holds an MBA
from the University of San Diego and a Bachelor of
Business Degree from the Oslo School of Business
Administration.
Terje Rogne
Chairman
68 | Annual Report | 2023
NINA RIIBE has been actively involved in
management, board and chairman positions within
private companies and organizations for more than
two decades. Ms. Riibe is currently chairman for a
media agency and a board member for a tech start
up, which has reached a turnover of 100M NOK in
three years. Ms. Riibe holds a “siviløkonom” degree in
Business and Administration from Karlstad University
and Norwegian School of Economics (NHH).
Furthermore she has taken NHH’s board program on
a master’s level.
She is CEO of Econa which is an employee
organization for master economists in Norway and
the organization has had a 30% growth in members
in three years. She has almost two decades of
experience from the communication industry and
have gained good understanding of the power in
communication, in-depth knowledge of political
processes and political influence.
Nina Riibe
Board Member
Annual Report | 2023 | 69
Executive Management
Executive Management
LARS EIKELAND is a Norwegian national with broad international
experience, having more than thirty years’ leadership experience
from reputable multinational corporations, ABB Ltd and Rolls-Royce
Holdings plc, and non-executive Chairman roles in Private Equity owned
companies. Throughout his career he has held executive positions (CFO/
EVP Strategy & Business Development, and CEO) and been instrumental
in driving profit improvement projects, M&A and divestment projects,
and financial restructuring.
He holds a Master of International Business from the Norwegian
School of Economics & Business Administration (NHH), with a major in
international finance and strategy.
Lars Eikeland
Chief Executive Officer &
Chief Financial 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
70 | Annual Report | 2023
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-
unit business. Jay holds a Ph.D. in electrical engineering from the
University of California, Berkeley.
Jay Tu
VP Operations
STÅLE BJØRNSTAD joined Ensurge in August 2020 and heads the
Corporate Development and IR department.
He has almost two decades of experience in leadership positions from
Equity Research, Equity Sales and Corporate Finance. He has also
been CEO of Cxense, a Norwegian listed Big Data and personalization
company.
Ståle holds an MCS in Economics and Business Administration
from Norwegian School off Economics in Bergen and a degree in
International Trade from JKU - Johannes Kepler Universität, Linz,
Austria.
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. Management.
Ms. Fogle departed the company in April 2024.
Shannon Fogle
VP Global Human Resources
& Administration
Ståle Bjørnstad
VP, Corporate Development & IR
Ensurge Micropower Inc.
Annual Report 2023