2024
Annual Report and
Financial Statements
2 | Annual Report | 2024
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 | 2024 | 1
Table of Contents
2 About Ensurge Micropower
3 ReportfromtheBoardofDirectors
12 Consolidated Financial Statements
16 Notes to the Consolidated Financial Statements
40 Ensurge Micropower ASA Annual Financial Statements 2024
43 Notes to the Annual Financial Statements Ensurge Micropower ASA
53 Corporate Social Responsibility (CSR) Statement
55 Responsibility Statement
56 Auditor’s Report
60 Corporate Governance
65 Articles of Association
67 BoardofDirectors
69 Executive Management
2 | Annual Report | 2024
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 | 2024 | 3
Report from the
BoardofDirectors
Introduction
Over the last 4 years Ensurge Micropower has
worked towards the goal of getting a Solid-State
Microbattery ready for the market. It is always
challenging to be in the forefront of the technology
race, and there is no standard recipe to follow to get
acrossthefinishline.Onthecontraryitiscontinuous
testingandmodificationstofindtheright
combination of materials, packaging and chemicals.
On2April2025Ensurgeannouncedthatall
remaining critical issues related to its SSLBs
had been resolved (newsweb.oslobors.no/
message/642864). This was the culmination of the
intensiveeffortsthroughout2024andintoQ12025.
Ensurge successfully completed two comprehensive
battery evaluations for a customer as part of
its initial delivery order. The 11-layer solid-state
batterieson10μmstainlesssteelweretested
at customer premises for Bluetooth Low Energy
(BLE) connectivity and other demanding functional
parameters requiring high pulse capacity. The
SSLBs were manufactured on our commercial
productionlineandtheresultsconfirmedthatallkey
performance and quality requirements were met.
• Volumetric Energy Density (VED): the 11-layer
batterydelivers200Wh/Lcorrespondingtoca
750Wh/Lfora43-layerwithexpandedsurface
area.Alithium-polymerbatteryhasaVEDofca
150Wh/L.
• Cycles: 50+ cycles
• Pulse C-rate: 12.5
• Charge time: 8 minutes to 80% capacity
demonstrated
2024/25 highlights
In February 2024 we announced that we had
manufacturedthefirstfunctionalSolid-State
LithiumMicrobattery(SSLB)ona10μmstainless
steelsubstrateandinApril2024weshippedthe
first10μmmulti-layerSSLBstooneofourstrategic
partners for testing. This milestone was Ensurge’s
“moonlanding”momentforthe10μmSSLB.In
June2024weshippedsamplestoamedicaldevice
customer.
Through 2024 we steadily increased the production
of reliable battery cells, allowing testing aimed at
eliminating short-circuits, open circuit voltage (OCV)
losses whilst also improving capacity retention. The
weaknesses exposed during testing were addressed
systematically one by one. These learning cycles
wererequiredtoanalyzedefects,determinefixes,
and implement pilot trials to verify and conclude.
They also provided valuable insights into the optimal
encapsulation materials for the battery - a critical
factor determining how close we could come to
our targeted cycle life. This last-mile testing did
delay the time required to validate and ship sample
SSLBs to evaluation customers. Nonetheless,
wefirmlybelievedthatremovinganyremaining
doubts regarding our technological leadership and
commercial potential was the top priority and would
serve the company in the long term.
Itdidconfirmthatproductionofsolid-state
batteries is not a simple undertaking, which bodes
wellforthehugeprofitopportunity.
In January 2025 we reported progress and
achievements that were validated by
Accelerate
Capital
(end February) stating that “Ensurge
Micropowerreportssignificantadvancementsinits
product development process, driven by increased
manufacturing volumes and enhanced technical
expertise.
The technical advancements that Ensurge
Micropower has shown over the last few months
show great promise in their ability to deliver on
both their technology- and production aspirations.
Meaningful technical performance improvements
have been demonstrably shown over multiple
cycles and production batches, showcasing that
the company is making strides and entering a very
exciting phase towards full commercialization.
However, as with all scale-ups, especially in the
solid-state battery industry, the path forward is also
full of risks.”
ReportfromtheBoardofDirectors
4 | Annual Report | 2024
Asaresultofthiswork,weissuedfiveInvention
DisclosureRecords(IDRs)whichhavebeenturned
into provisional patent applications.
Going concern
Theboardconfirmsthatthefinancialstatementsof
the group, as well as the parent company, have been
prepared under the going concern assumption.
On20January2025Ensurgesuccessfullycompleted
a private placement with gross proceeds of
NOK40million,throughtheissuanceof40million
newsharesatanofferpriceofNOK1.00.
In addition, the Board resolved to propose to
grant the investors in the private placement one (1)
warrant for every two (2) new shares allocated to
them in the private placement. The warrants can be
exercisedatNOK1.00from26September2025to
10October2025.Followingexpiryoftheexercise
period, all warrants not exercised will lapse without
compensation.
On10April2025Ensurgesuccessfullycompleted
a private placement with gross proceeds of
NOK60million,throughtheissuanceof50million
newsharesatanofferpriceofNOK1.20.
As of the date of this report, the company has
sufficientcashtofundoperationsintoQ32025.
To continue to fund the Company’s activities
beyondQ32025,theCompanywillseekadditional
funds from partnership funding and the investor
market. However, as funding is not secured for the
next12months,amaterialuncertaintyexistas
to whether the Company and group will continue
as going concern. The Company and group are
dependent on successfully raising funds as planned.
Theboardofdirectorsmonitorsthefinancialposition
closely and receives frequent reports and forecasts
onexpenditureandcashflow.Toaddressthefunding
requirements of the group, the board of directors has
undertaken the following initiatives:
• The Company will continue to seek additional funds
frompartnershipfunding,externalfinancingofnew
production equipment and the investor market in a
timely manner; and
• 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.
Despitethematerialuncertaintytowhetherthe
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
itisfoundappropriatetopreparethefinancial
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
violationsisalignedwiththeprinciplesinOECD
GuidelinesforMultinationalEnterprises(“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
conducted 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
USD61thousandin2024andUSD213thousand
in 2023. The Company restructured its business
operations in 2023 around the priorities of achieving
technical success in SSLB development and deploying
afinancialmodelthatisoptimizedtosupportthe
Company’s critical technical and market development
milestones. The company has maintained a strong grip
on cost and capital expenditures, and has targeted
expenditures towards building capabilities and
production capacity.
Operating costs (excluding depreciation,
amortization and impairment charges) amounted
toUSD10,329thousandduring2024(2023:
USD13,338thousand).Thedecreaseinoperatingcosts
in2024comparedto2023,USD2,810thousand,was
primarily attributable to capitalization of research and
development costs. The expenses by major category
are as follows:
1 USD1,205thousandhigherpayrollcost.
Adjusted for the reversal of bonus accrual of
USD635thousandin2023,thepayrollcostis
USD541thousandhigheryear-on-year.
2 USD29thousandloweremployeesharebased
remuneration costs. The fair value of granted
employee subscription rights are valued based on
Annual Report | 2024 | 5
the Black-Scholes formula and expensed over the
vesting period.
3 USD4,183thousandlowerotherexpenses.
TheCompanyfocusedR&Deffortstowards
achieving technical success in solid-state lithium
battery technology development. The Company
increased spending in the operations area in support
ofR&Dsamplesandproductionreadiness.The
Companyreportedsignificantprogressonimportant
technologicalmilestonesrelatingtothefirstprototype
solid-state lithium microbatteries ranging from
1.2–6.5mAhincapacityleadingtothecapitalization
ofUSD4,309thousand.Uponfinalizationof
development, the Company anticipates amortizing the
cost over ten years, beginning in 2025.
Depreciationandamortizationchargesin2024
amountedtoUSD590thousand,comparedto
USD543thousandduringthesameperiodin2023.
Duetothechangeinstrategy,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.
Netfinancialitemsfor2024amountedtoanexpense
ofUSD2,062thousand(2023:USD3,236thousand
expense).Netfinancialitemsin2024wereprimarily
interestexpenseofUSD2,325thousand.Netfinancial
itemsofUSD3,438thousandin2023relatedto
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
2024, or in 2023.
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.
Thelossin2024wasUSD12,922thousand,
correspondingtoabasiclosspershareof(USD0.02).
In2023,thelossamountedtoUSD16,904thousand,
correspondingtoabasiclosspershareof(USD0.07).
Non-currentassetsamountedtoUSD6,531thousand
(31December2023:USD2,439thousand).The
increase in noncurrent assets from 2023 to 2024
was mainly due to capitalization of research and
development costs. Trade and other receivables
amountedtoUSD787thousandattheendof2024
(31December2023:USD863thousand).Non-current
liabilitiesamountedtoUSD9,700thousand(2023:
USD13,267thousand)andrelatestofuturelease
payments for the Junction Avenue premises and long-
term debt relating to an equipment term loan facility
with Utica. The equity ratio was negative 30 percent
at the end of 2024, versus negative 173 percent at the
end of 2023.
The group’s cash balance increased by
USD290thousandin2024(2023:decreasedby
USD1,172thousand).Thenetincreaseincashbalance
is explained by the following principal elements:
1 USD9,490thousandoutflowfromoperating
activities,
2 USD4,435thousandoutflowfrominvesting
activities,
3 USD14,215thousandinflowfromfinancing
activities.
TheUSD9,490thousandoutflowfromoperating
activities is primarily explained by an operating
loss, excluding depreciation and amortization
expense,ofUSD10,268thousand.Thecashoutflow
from operations and investing activities in 2024
wasoffsetbytheinflowfromfinancingactivities,
primarilyattributabletotheUSD19,380thousand
raised from private placements. The cash balance
on31December2024wasUSD4,081thousand,as
comparedtothecashbalanceon31December2023
ofUSD3,791thousand.
Parent company financial statements
Revenue and other income in the Parent Company
amountedtoNOK0thousandin2024and2023.
PersonnelandpayrollcostswereNOK10,742thousand
in2023,versusNOK727thousandinthepreceding
year.Asof31December2024,onlytheCEOwas
compensated by the Parent Company as a consultant.
External purchases of services amounted to
expenseofNOK10,038thousandin2024(2023:
expenseofNOK19,318thousand).Ofthetotal
amountfor2024,(i)NOK4,642thousandrelated
to legal, audit and accounting services (2023:
NOK9,383thousand),(ii)NOK4,436thousand
was tied to advisory services, technology
support services and recruitment services (2023:
NOK8,584thousandand(iii)NOK960thousand
relatedtoremunerationoftheBoardofDirectors
(2023:NOK1,351thousand).
Purchase of services from subsidiaries
amountedtoNOK180,266thousandin2024
fromNOK206,858thousandin2023.Beforethe
adjustment for the capitalization of development
costs, services from subsidiaries totaled
NOK226,382thousand.TheCompanyreported
significantprogressonimportanttechnology
milestonesrelatingtothefirstprototypesolid-
state lithium microbatteries ranging from 1.2–
6.5mAhincapacityleadingtothecapitalization
ofNOK46,775thousand.Uponfinalizationof
development, the Company anticipates amortizing
the cost over ten years, beginning in 2025. The
Company did not capitalize any development
costs in 2023 as technical feasibility had not been
achieved.
6 | Annual Report | 2024
Other operating expenses increased from an
expenseofNOK5,143thousandin2023toan
expenseofNOK6,415thousandin2024.
Netfinancialitemsamountedtoexpenseof
NOK455thousandin2024,comparedtoexpense
ofNOK12,129thousandin2023.Thechangefrom
2023 is mainly due to a reduction in interest expense
(NOK1,969thousandversusNOK11,772thousand)
and the change in fair value of the derivative debt
(NOK4,561thousandincomevsNOK1,122thousand
expense)offsetbythechangeinotherfinancial
incomeandcosts(NOK7,058thousandexpense
versusNOK2,241thousandincome).
Non-current assets amounted to
NOK46,775thousand(31December2023:NOK0).
The increase in non-current assets from 2023 to
2024 was due to capitalization of research and
development costs. Trade and other receivables
amountedtoNOK538thousandattheendof
2024(31December2023:NOK1,141thousand).
CurrentliabilitiestotalNOK120,297thousand
(31December2023:NOK96,689thousand).
The parent company’s cash balance increased by
NOK620thousandin2024(2024:increasedby
NOK16,100thousand).Thenetincreaseincash
balance is explained by the following principal
elements:
• NOK158,346thousandoutflowfromoperating
activities,
• NOK46,775thousandoutflowfrominvesting
activities,
• NOK205,741thousandinflowfromfinancing
activities.
TheNOK158,346thousandoutflowfromoperating
activities is primarily explained by an operating
loss, excluding depreciation and amortization
expense,ofUSD207,916thousand.Thecashoutflow
from operations and investing activities in 2024
wasoffsetbytheinflowfromfinancingactivities,
primarilyattributabletotheNOK205,741thousand
raised from private placements. The cash balance
on31December2024wasNOK38,487thousand,as
comparedtothecashbalanceon31December2023
ofNOK37,867thousand.
Share capital
Ensurge shares were listed on Oslo Axess from
30January2008until26February2015.On
27February2015,Ensurgesharesweretransferred
toOsloBørs(OSEMainList).On24March2015,
Ensurge’sAmericanDepositoryReceipts(ADRs)
commencedtradingintheUnitedStatesonOTCQX
International.
At the end of 2024, there were 700,229,477 (2023:
491,937,779) shares in the Company which were held
by 12,818 shareholders (2023: 11,792 shareholders).
Parvalueat31December2024wasNOK0.50per
share.
The closing price of Ensurge shares on
31December2024wasNOK1.08.Totalshare
turnoverduring2024amountedtoNOK2.6billion
comparedtoNOK523millionin2023,anincreaseof
approximately404percent.
On19March2024,theEGMapproveda5:1share
consolidation,effective5April2024.(SeeNotes21
and 22.)
Pursuant to Section 3–5 of the Norwegian Public
Limited Companies Act (the “PLCA”), the Board is
obligated to act on loss of equity in the Company
and shall propose to the general meeting measures
to restore the equity and give a statement on the
Company’sfinancialpositiontotheshareholders.
The Company is seeking additional funds from the
investor market and/or from partnership funding.
Reference is made to the Going Concern section for
more details.
Principal risks
Ensurgeisexposedtovariousrisksofafinancialand
operational nature.
TheCompany’spredominantrisksarefinancial,
technical/developmental, as well as other market and
business risks.
Financial risks
Ensurgeisexposedtofinancialrisksrelatedto
fluctuationsinforeignexchangerates,interestrates,
andrawmaterialpriceswhichmayaffectrevenues,
costandprofitability.Furthermore,theperformance
of stock market and shares as investments will
influencethesharepriceandabilitytoattract
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
affectedbyseveralfactorsincludingbutnotlimited
to:
• Quality,composition,andconsistencyoflithium-
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
Annual Report | 2024 | 7
actions.Thisriskisnowsignificantlyreducedand
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.Successfulvalidationofusing10µm
stainless steel substrate has proven our capability
of handling ultrathin material.
• Need for new materials or processes and/
or equipment to achieve full manufacturing
qualificationandproductreliability.Thearchitecture
is now set.
• New and unknown modes of yield loss necessitating
process,practice,orequipmentmodificationsthat
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
leadtoincreasedcostandreducedprofit.
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.
• Equipmentreliability,modificationsneeded,and
process optimization may limit uptime, throughput
and quality of devices produced.
• Achievement of return-to-manufacturing readiness
andqualificationofthetoolset.
• On-site availability of vendor personnel to assist
inre-qualificationofthemachineswithbattery
materials set.
Ourfinancialprojectionsassumesuccessfully
executing these organizational changes, including
the motivation and retention of key employees
andrecruitmentofqualifiedpersonnel,criticalto
ourbusinesssuccess.Factorsthatmayaffectour
ability to attract and retain talented leadership,
keyindividualcontributors,andenoughqualified
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).
Physical risk
Ensurge is located in San Jose, and California has
over the last decade seen an increase in extreme
weather,beitdrought,wildfiresorextremerainfall.
A risk assessment for Silicon Valley was carried
outinQ1of2024.Fourclimatechangeriskswere
analyzed, and the conclusion was as follows.
Riverineflooding(highrisk),extremeheat,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.Whenscalingup,wewillincluderelevant
KPIs that can be translated into carbon footprint,
and all operational and capital investment decisions
willincludethisinadditiontofinancialKPIs.
Geopolitical risks
Uncertain global economic conditions adversely
impact demand for our products or cause potential
customersandotherbusinesspartnerstosuffer
financialhardship,causingdelaysinmarkettraction
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.Increasedgeopoliticaltensionsmayaffectour
supply chain.
Currentconflicts—theRussianinvasionofUkraine;
the Israel-Hamas war; and China/US tensions over
Taiwan — have not caused any disruption to Ensurge.
Anyescalationoftheseconflictsmaychangethat.
8 | Annual Report | 2024
NewUSadministrationimposinghighertariffson
imported goods from most countries is a new risk,
as a big percentage of raw materials, components
and manufacturing equipment are sourced
internationally. Furthermore, the way in which it is
being done and communicated creates a high level
of unpredictability. A review has been undertaken to
identify exposure and possible corrective actions.
Market risks
Wecannotpredictthesizeorgrowthrateofthe
markets we operate in, or the market share we will
achieve or maintain in the future. Our ability to
generatesignificantrevenuefromnewmarketswill
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
evaluationandproductqualificationactivitiesat
our customers (OEMs), and delays in battery or
end-productqualificationorchangestoproduction
schedulesmayaffectthequantityandtimingof
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
asignificantextent,willimpedeoursalesgrowthand
could result in reduced earnings.
Corporate governance
The Board considers that attention to corporate
governanceisbeneficialforcompaniesandinvestors.
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 close to 100 international
patents(US,Europe,Asia)inthefieldsofprinted
electronics devices and products, (transistors,
capacitors, inductors), process technology, novel
materials, barrier materials/integration and solid-state
batteries.AsignificantportionofEnsurge’sportfolio
backed by manufacturing and product development
expertise has found application in the solid state
microbattery product strategy.
An additional 17 patent applications related to
deep innovation in the fabrication, packaging and
manufacturing related to solid state microbatteries
arepending,ofwhichfivewerefiledin2024.With
this, Ensurge expects to have strong all-round patent
protection which will serve our manufacturing and
potentiallicensingbusinessmodels.Morefilingswill
be made as Ensurge executes its technology and
product roadmap.
Our patent strategy supports the company’s four pillars
of microbattery innovation:
• Expertisefabricatingdevicesonultrathin10µm
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
From2020to2023wefiledmultiplepatentapplications
representing innovations addressing some of the
microbatteryindustry’smostdifficultengineering
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.In2024wefiledfivenewIDRs(Innovation
DisclosureRecord)whichsubsequentlywereturned
into provisional patent applications. These covered
patterning innovations are for leakage path elimination,
new methods of making thin electrolytes and new form
factors each of which will drive product innovation.
To date, four patents have been granted with the
remainingpendingbeforetheUSPatentOffice.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.
Ensurge has no current or known IP disputes.
Annual Report | 2024 | 9
Outlook
Following the successful completion of testing
on the 11-layer battery, Ensurge is accelerating
developmentofhigher-capacityvariants,first
witha28-layerconfigurationandthenthe
targeted43-layerstack.Withallmajortechnical
hurdles now resolved, the next phase will focus
on scaling existing solutions, both in design and
manufacturing, rather than introducing new ones.
The sample batteries will undergo thorough
evaluation by our partners and customers as we
continuetorefinecyclelifethroughtargetedtesting
and ongoing improvements.
Customers
Our commercial pipeline now exceeds 100
prospects across our targeted market segments.
Geographically, the majority of interest is
concentrated in the U.S. (60%), followed by Europe
(30%) and Asia (10%).
Initial shipments are expected in 2025, once product
qualificationandcertification,andproduction
capacity ramp up are complete.
Production
In 2024, we doubled manufacturing volume, albeit
from a modest base, through process improvements
andsimplification.Inearly2025,wetransitioned
to a 24/7 shift structure, ensuring continuous
production. Additional gains in stacking and
production yield are expected to further boost
output.
In the coming quarters, we will focus on increasing
the deposition of electrolytes and expanding laser
capacity. The former will be addressed by more
effectivedepositionmethods,whilethelatterwill
be enhanced by optimizing laser processes and
upgrading equipment. Resolving these bottlenecks
enables a shift from sheet-based to fully roll-to-roll
(R2R) front-end production — a major step toward
significanthigheroutputandlowerunitcosts.
Investment needs
Importantly, most of the required improvements in
2025 can be achieved with our existing equipment.
Whilesomeinvestmentsinsoftwareandhardware
upgrades and installation work are necessary, this
approach is less capital intensive and more time
efficientthaninvestinginnewequipmentwithlong
lead time.
Organization
However, technology alone is not enough. In
2024wesignificantlystrengthenedourteam
by adding engineers across key areas including
yield optimization, product integration, product
characterization, manufacturing processes and
equipment, along with skilled technicians on the
production line. Our ability to attract top talent in the
highly competitive Silicon Valley market is a strong
endorsement of our technology and position in the
industry.Wewillcontinueselectiverecruitmentsin
2025tosupportbothoperationsandR&D.
Technology
For the current target verticals, a cycle life of 350
cyclesismorethansufficientforproductlifetime
requirements. That said, we see strong potential
to extend cycle life further to meet future needs,
particularly in next-generation medical devices. A
sector with evolving and stringent demands.
WiththecoremanufacturingchallengesofSSLB
now resolved, Ensurge is advancing its technology
roadmapbeyondthecurrentgeneration.While
maintaining near term focus, we have initiated work
onfuturetechnologyplatformsofferingsignificant
improvements in energy density and cost, opening
doors to broader applications across the electronics
industry.
Ensurge’s progress has captured the attention of
leadingU.S.technologycompanies.Wearenowinin
advanced discussions with a Fortune 500 company
toestablishaJointDevelopmentAgreement.
Together, we aim to develop a battery platform that
exceedstheVEDofbothcurrentmarketofferings
andourfirst-generationproducts.Thego-to-market
strategyforthisplatformwillbedefinedjointly.
Strategy recap
Whilemanycompaniesarepursuingsolidstate
battery technologies, few possess a path to
commercialization. Ensurge’s strategic decision to
pursueadifferentiatedtechnologicalapproachhas
yielded clear and sustained competitive advantages.
Our core strategy remains focused on what we do
best: developing and commercializing breakthrough
battery technologies.
Workingcloselywithaselectgroupofcustomers
enables us to solve complex challenges and maintain
a critical feedback loop that drives innovation and
continuous improvement.
The markets for our SSLBs are expanding rapidly,
driven by demand for compact, intelligent electronic
10 | Annual Report | 2024
devices. These devices increasingly require greater
energy density, enhanced mobility, robust security,
and support for AI driven functionality, requirements
that traditional Li-ion batteries struggle to meet.
Ensurge is well positioned to penetrate this market
through strategic partnerships, and royalty-based
agreements.
WhileLi-iontechnologycontinuestomake
incremental progress, demand is evolving faster,
reinforcing the need for next generation solutions.
Among the few technologies that meet both market
and regulatory expectations, solid-state batteries
stand out as the most viable path forward. Our
continued dialogue with the market consistently
affirmsourleadershipposition.
At the MedTech conference in Los Angeles in
February2025,weshowcasedourtechnologytoa
highly regulated and demanding audience. MedTech
companies require batteries with superior energy
density, longer cycle life, and absolute safety, are
areas where we have a clear competitive edge in
performance, cost, and speed of development.
Looking ahead, our priority will be to align our
productfeatureswiththespecificneedsofeach
customer, delivering truly changing solutions.
Ensurge remains committed to setting a new
standardinsolidstatebatterytechnology,offering
unmatched energy density, reliability, and
scalability. These breakthroughs further our position
as a technology leader in this transformative sector.
Organization, personnel, and the
environment
TheBoardofDirectorswouldliketothanktheEnsurge
management,staff,contractors,andecosystem
partnersfortheirdedicatedeffortsin2024.
Organization
All Ensurge’s operational activities are based in the
Company’s San Jose, California facility, providing
efficientandcost-effectivemanagementofthe
Company’s resources and assets. The Company’s
qualitymanagementsystemiscertifiedunder
the ISO9001:2015 standard for the development,
manufacturing,andsalesofSSLBs.Thiscertification
was audited and renewed in August 2024.
Personnel
As of the date of the report, Ensurge employs 37
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
arecoveredbybenefitsprogramsthatarein
line with practices in their respective countries.
Throughout 2024, there were no workplace injury
andnosignificantincidentsoraccidentsinvolving
equipment or other assets. Instances of sick leave
during 2024 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.
Asof31December2024,femaleemployeesinthe
company represented approximately 42%. 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
thefirm’sequalitystandardsandmeasurestobe
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
ExtraordinaryGeneralMeetingon14March2023,
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.
Annual Report | 2024 | 11
Board of directors
Ensurge’s board of directors consists of one woman
andtwomen,thecompositionofwhichsatisfies
the gender requirements of the PLCA. The board
includes Mr. Terje Rogne [chair], Mr. Morten Opstad
and Ms. Nina Riibe.
AttheCompany’sAGMon14May2024,Mr.Rogne,
Mr.OpstadandMs.Riibewereconfirmedtocontinue
as board members for the second term of their
elected period.
TheCompanyprovidesDirectorsandOfficers
LiabilityInsuranceforalldirectorsandofficers.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 11 April 2025
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
12 | Annual Report | 2024
Ensurge Micropower
ASAGroup
Consolidated Financial
Statements
Consolidated statement of comprehensive income
Amounts in USD1,000 | Note | 2024 | 2023 |
Sales revenue | 6 | ||
Other income | 6 | ||
Total revenue and other income | |||
Salaries and other payroll costs | 7,8 | ( | ( |
Other operating expenses | 9,10 | ( | ( |
Depreciation,amortizationandimpairmentloss | 11,12,13 | ( | ( |
Operating profit (loss) | ( | ( | |
Interest income | |||
Change in fair value of derivative liability | ( | ||
Interest expense | 14,15 | ( | ( |
Other finance income (costs) | 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 | |||
Basicanddiluted,USDpershare | 17 | (USD | (USD |
Profit (loss) for the year | ( | ( | |
| Other comprehensive income | |||
Currency translation | |||
Total comprehensive income for the year | ( | ( |
Consolidated Financial Statements
Annual Report | 2024 | 13
Consolidated statement of financial position
Amounts in USD1,000 | Note | 31 December 2024 | 31 December 2023 |
ASSETS | |||
| Non-current assets | |||
Property, plant and equipment | 11 | ||
Intangible assets | 12 | ||
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 | |||
EQUITY | 20 | ||
Ordinary shares | |||
Other paid-in capital | |||
Currency translation | ( | ( | |
Retained earnings | ( | ( | |
Total equity | 21 | ( | ( |
LIABILITIES | |||
| Non-current liabilities | |||
Long-term debt | 22 | ||
Long-term lease liabilities | 13 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Trade and other payables | 24,25 | ||
Short-term lease liabilities | 13,23 | ||
| Derivativeandshort-termconvertible | 14 | ||
| debt | |||
Current portion of long-term debt | 22 | ||
Total current liabilities | |||
Total equity and liabilities |
(i)IncludesrestrictedcashofUSD1,600 thousand,securingtheletterofcreditissuedin2017byEnsurge
Micropower ASA to the landlord of the San Jose, California facility.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 11 April 2025
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
14 | Annual Report | 2024
Consolidated statement of changes in equity
| Other | |||||||
| Share | paid-in | Other | Currency | Retained | |||
Amounts in USD1,000 | Note | capital | capital | reserves | translation | earnings | Total |
Balance at 1 January 2024 | ( | ( | ( | ||||
| Transfer of vested stock | ( | ||||||
| based compensation* | |||||||
| Private placement | |||||||
(February, April, May, July, September, October and November | 14 | ||||||
| 2024) | |||||||
| Employee Stock | |||||||
| Purchase Plan | |||||||
Stock rights exercise | |||||||
| Share-based | |||||||
| compensation | |||||||
Comprehensive income | ( | ( | |||||
Balance at 31December 2024 | 20,21 | ( | ( | ( | |||
Balance at 1 January 2023 | ( | ( | ( | ||||
| Reduction of share | |||||||
capital by reduction of PAR | ( | ( | |||||
| Transfer of vested stock | |||||||
| based compensation | ( | ( | |||||
| and expired warrants* | |||||||
| Private placement | |||||||
(March, June, July, September, October, November and December2023) | ( | ||||||
| Employee stock | |||||||
| purchase plan | |||||||
| Share based | |||||||
| compensation | |||||||
Comprehensive income | ( | ( | |||||
Balance at 31 December 2023 | 20,21 | ( | ( | ( |
*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 2023.
Annual Report | 2024 | 15
Consolidated cash flow statement
Amounts in USD1,000 | Note | 2024 | 2023 |
| Cash flows from operating activities | |||
Profit (loss) before income tax | ( | ( | |
- Share-based remuneration | 7 | ||
-Depreciationandamortization | 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 | ( | ( |
Capitalized development expenses | ( | ||
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 | ( | ( | |
Principal loan obligations | 22 | ( | ( |
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* |
*Includingrestrictedcash.SeeNote19.
16 | Annual Report | 2024
Notes to the
Consolidated Financial
Statements
1. Information about the group
made to Note 27 for a description of the subsidiaries
consolidated into the parent company Ensurge
be carried out in full internally, or in whole or in part
externally through collaborative efforts with one or
more of the Company’s ecosystem partners.
The Company is a public limited liability company
incorporated and domiciled in Norway
of its registered office is Fridjof Nansens Plass 4,
to listing at the Oslo Axess on 30 January 2008
and to the Oslo Børs on 27 February 2015. On
24 March 2015 Ensurge’s American Depository
Receipts (ADRs) commenced trading in the United
States on OTCQX International. Ensurge’s ADR was
moved to OTCQB with effect on 23 June 2020. The
Company’s shares, listed on Oslo Børs in Norway,
trade under the symbol ENSU. The Company’s ADRs,
listed on OTCQB in the United States, trade under the
symbol ENMPY.
These group consolidated financial statements were
resolved by the board of directors on 11 April 2025.
2. Material accounting policies
The principal accounting policies applied in the
preparation of these consolidated financial
statements are set out below. These policies have
been consistently applied. For the purpose of
ease of reading, the terms ”balance sheet” and
Notes to the Consolidated Financial Statements
”accounting” and variations of these have been used
interchangeably with the International Financial
Reporting Standards (IFRS
®
) terms ”statement of
financial position” and ”recognition”.
Annual Report | 2024 | 17
18 | Annual Report | 2024
Annual Report | 2024 | 19
20 | Annual Report | 2024
3. Segment information
Ensurge’s business consists of sale of products, services
and development of electronic products and related
solutions. The CEO has determined that the group
has only one operating segment. Consequently, no
additional segment information is disclosed. Reference
is made to Notes 14 and 23 for entity-wide disclosures.
Annual Report | 2024 | 21
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,
22 | Annual Report | 2024
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.
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. In 2024,
the Company reported significant progress on
important technological milestones relating to the
first prototype solid-state lithium microbatteries
ranging from 1.2–6.5 mAh in capacity leading
to the capitalization of USD 4,309 thousand.
Upon finalization of development, the Company
anticipates amortizing the cost over ten years,
beginning in 2025. 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 2024, the book
value of the leased building is USD 0 thousand,
whereas the book value of the lease liability is
USD 7,848 thousand. See Note 13.
Annual Report | 2024 | 23
6. Revenue and other income
The breakdown of the revenue and other income is as follows:
Amounts in USD 1,000 | 2024 | 2023 |
Sales of goods | — | — |
| Rendering of services, delivery of samples, technology | 61 | 138 |
| access revenue | ||
Grant revenue | — | 75 |
Total revenue and other income | 61 | 213 |
The company recognized USD 61 thousand in sales revenue and other income in 2024 and USD 213 thousand
sales revenue and other income in 2023 from external customers from other countries. Revenue for services
is recognized as services are provided. Revenue for samples is recognized upon shipment of the samples.
Revenue for technology access is recognized according to the terms of the customer agreement.
In 2023, 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 delivering performance beyond what is commercially
available.
No warranty costs, penalties or other losses were related to sales revenue in 2024 or 2023.
7. Salaries and other payroll costs
Amounts in USD 1,000 | 2024 | 2023 |
Salaries | 5,312 | 4,147 |
Social security costs | 415 | 303 |
| Share-based compensation (subscription rights), notional | 798 | 816 |
| salary cost | ||
| Share-based compensation (subscription rights), accrued | — | 11 |
| employer´s tax | ||
Pension contribution | — | 36 |
| Other personnel related expenses, including recruiting | 771 | 806 |
| costs | ||
Total | 7,296 | 6,120 |
| Average number of employees for the year (full-time | 32 | 30 |
| equivalent) |
At the end of the year the group had 36 full-time employees, up from 28 at the end of 2023.
The company has defined contribution pension plans. Contributions are expensed and paid when earned.
Compensation to senior management
Amounts in USD 1,000 | 2024 | 2023 |
Salary | 790 | 865 |
Pension contribution | — | 9 |
Bonus | 76 | — |
Employee stock purchase | 115 | 51 |
Share-based compensation | 260 | (22) |
Total senior management | 1,240 | 904 |
Information according to the accounting act §§7-31b and 7-32 (1) is provided in the Remuneration Report 2024.
24 | Annual Report | 2024
9. Other operating expenses
Amounts in USD 1,000 | 2024 | 2023 |
Services | 1,799 | 2,237 |
Premises, supplies | 4,319 | 3,706 |
Sales and marketing | 272 | 299 |
Other expenses | 893 | 976 |
Capitalized Research and Development | (4,249) | — |
Total | 3,033 | 7,217 |
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 2,245 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 | 2024 | 2023 |
Purchase of services from Acapulco Advisors AS | 112 | 139 |
Purchase of services from Admaniha AS | 219 | 167 |
Purchase of services from Lars Eikeland | 571 | 285 |
Purchase of services from Mark Newman | — | 214 |
| Purchases of services from law firm Ræder Bing | 251 | 429 |
| advokatfirma AS |
Annual Report | 2024 | 25
Amounts in USD 1,000 | 2024 | 2023 |
Payable to Acapulco Advisors AS | — | 6 |
Payable to Lars Eikeland | 49 | 45 |
Payable to law firm Ræder Bing advokatfirma AS | 31 | 38 |
Amounts in USD 1,000 | 2024 | 2023 |
Audit | 155 | 159 |
Other assurance services | 43 | 41 |
Other services* | 5 | 3 |
Total | 204 | 203 |
26 | Annual Report | 2024
11. Property, plant and equipment
| Laboratory and | |
| Amounts in USD 1,000 | production equipment |
Useful life, years | 5 |
| 2024 | |
Accumulated cost on 1 January 2024 | 52,935 |
Additions | 373 |
Sale/disposal of assets | — |
Accumulated cost 31 December 2024 | 53,308 |
| Accumulated depreciation | |
Accumulated depreciation and impairments on 1 January 2024 | (51,069) |
Depreciation expenses | (590) |
Sale/disposal of assets | — |
Accumulated depreciation and impairment 31 December 2024 | (51,659) |
Net book value 31 December 2024 | 1,649 |
| 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 | |
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 |
All property, plant and equipment are based in San Jose, California.
Impairment
The company revised its strategy in 2019, triggering 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 | 2024 | 27
| Capitalized | ||||
| Capitalized | NFC | |||
| Purchased | microbattery | SpeedTap ™ | ||
| intellectual | development | development | ||
| Amounts in USD 1,000 | property | costs | costs | Total |
Amortization period, years (linear) | 13–16 | 10 | ||
| 2024 | ||||
| Acquisition cost | ||||
Accumulated cost on 1 January 2024 | 1,791 | 1,630 | 3,421 | |
Additions | — | 4,309 | 4,309 | |
Accumulated cost 31 December 2024 | 1,791 | 4,309 | 1,630 | 7,730 |
Accumulated amortization and impairment on 1 January 2024 | (1,791) | (1,630) | (3,421) | |
Amortization | — | — | — | — |
| Amortization and impairment | (1,791) | — | (1,630) | (3,421) |
| 31 December 2024 | ||||
Net book value 31 December 2024 | — | 4,309 | — | 4,309 |
| 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 | — | — | — | — |
Exchange differences | — | — | — | — |
| Amortization and Impairment | (1,791) | — | (1,630) | (3,421) |
| 31 December 2023 | ||||
Net book value 31 December 2023 | — | — | — | — |
28 | Annual Report | 2024
| Lease liability | |||
| Amounts in USD 1,000 | Short-term | Long-term | Total |
Lease liability recognized at 1 January 2024 | 1,611 | 7,848 | 9,459 |
Lease payment (see note below) | (2,245) | (2,245) | |
Interest expense | 634 | 634 | |
Reclass from long term to short term | 1,799 | (1,799) | — |
Lease liability as of 31 December 2024 | 1,799 | 6,049 | 7,848 |
| Convertible debt + | |||
Amounts in USD 1,000 | Date | Number of shares | interest |
| Shares issued | |||
Convertible loan conversion | 29 February 2024 | 2,917,808 | 145 |
Convertible loan conversion | 6 April 2024 | 2,932,289 | 145 |
Convertible loan conversion | 24 May 2024 | 12,439,921 | 613 |
Convertible loan conversion | 24 July 2024 | 2,091,063 | 99 |
Convertible loan conversion | 10 November 2024 | 3,003,131 | 144 |
Shares issued in 2024 | 23,384,212 | 1,146 |
Annual Report | 2024 | 29
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 were 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, were classified as short-term liability at amortized cost. The conversion feature
derivative liability was classified as short-term held-for-trading liability. The derivative liability was measured
using Black Scholes valuation model.
Amounts in USD 1,000 | 31 December 2024 | 31 December 2023 |
Short term debt | $— | 960 |
Derivative liability | — | 448 |
Accrued interest | — | 54 |
Conversion price* | — | NOK 0.525 |
Interest rate | — | 5% |
Maturity date* | — | 10 November 2024 |
*New loan terms revised per the EGM held 11 July 2023 and 10 November 2023.
Amounts in USD 1,000 | 2024 | 2023 |
Interest income | 151 | 71 |
Interest expense | (2,325) | (3,438) |
Net realized and unrealized currency gain/(loss) | (468) | 254 |
Change in fair value of derivative liability | 657 | (123) |
Other expenses | (77) | — |
Total | (2,062) | (3,236) |
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 | 2024 | 2023 |
Profit (loss) before tax | (12,922) | (16,904) |
| Tax (tax income) calculated at domestic tax rate | (2,843) | (3,719) |
| 22% (22%) | ||
Effect of other tax rate in other countries | (660) | (575) |
Share based compensation | (24) | 77 |
Nondeductible interest | 316 | 331 |
Other permanent differences | 132 | 634 |
Research and Development Credit | (339) | - |
| Special deduction for foreign derived intangible | (107) | (108) |
| income | ||
Change in deferred tax asset not recognised in the balance sheet | 3,588 | 3,360 |
Tax charge | 38 | 0 |
30 | Annual Report | 2024
17. Profit (loss) per share
| 1 January – | 1 January – | |
| Amounts in USD | 31 December 2024 | 31 December 2023 |
Profit (loss) attributable to equity holders of the Company (USD 1,000) | (12,922) | (16,904) |
Average number of shares in issue* | 602,608,654 | 226,327,767 |
Average diluted number of shares* | 602,608,654 | 226,327,767 |
Profit (loss) per share, basic* | (USD 0.02) | (USD 0.07) |
*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 2024 | 31 December 2023 |
Customer receivables | 129 | 171 |
Other receivables, prepayments | 767 | 813 |
Less: provision for impairment of receivables and prepayments | (109) | (121) |
Receivables – net | 787 | 863 |
Amounts in USD 1,000 | 31 December 2024 | 31 December 2023 |
Denominated in NOK | — | — |
Denominated in USD | 787 | 863 |
Total | 787 | 863 |
Annual Report | 2024 | 31
Amounts in USD 1,000 | 31 December 2024 | 31 December 2023 |
Cash in bank excluding restricted cash | 2,468 | 2,178 |
Deposit for Letter of Credit (restricted) | 1,600 | 1,600 |
Deposit for withheld tax (restricted) | 12 | 12 |
Total | 4,081 | 3,791 |
Number of shares | Number of warrants | |
Shares at 1 January 2024 | 491,937,779 | — |
Shares issued | 208,291,698 | — |
Shares at 31 December 2024 | 700,229,477 | — |
Shares at 1 January 2023 | 48,845,705 | — |
Shares issued | 443,092,074 | — |
Shares at 31 December 2023 | 491,937,779 | — |
32 | Annual Report | 2024
| Number of | Price per | ||
Shares issued | Date | shares | share |
Private placement | 20 February 2024 | 46,693,777 | 1.25 |
Convertible loan conversion | 29 February 2024 | 2,917,808 | 0.525 |
Employee share purchase | 6 March 2024 | 4,206,097 | 0.50 |
Convertible loan conversion | 6 April 2024 | 2,932,289 | 0.525 |
Private placement | 13 May 2024 | 54,775,545 | 1.55 |
Convertible loan conversion | 24 May 2024 | 12,439,921 | 0.525 |
Convertible loan conversion | 24 July 2024 | 2,091,063 | 0.525 |
Employee share purchase | 31 August 2024 | 2,216,074 | 1.13 |
Private placement | 27 September 2024 | 61,790,320 | 1.00 |
Private placement | 24 October 2024 | 13,209,680 | 1.00 |
Convertible loan conversion | 10 November 2024 | 3,003,131 | 0.525 |
Shares issued in 2024 | 206,275,705 | ||
Subscription rights exercised | 29 February 2024 | 2,000,000 | 0.50 |
Subscription rights exercised | 31 August 2024 | 16,000 | 0.95 |
Subscription rights exercised in 2024 | 2,016,000 | ||
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 | — |
Annual Report | 2024 | 33
| 1 January - | 1 January - | |
| Number of subscription rights | 31 December 2024 | 31 December 2023 |
Subscription rights opening balance | 48,190,903 | 4,613,982 |
Grant of incentive subscription rights | 11,972,200 | 46,370,862 |
Terminated, forfeited and expired subscription rights | (2,971,024) | (2,793,941) |
Exercise of subscription rights | (2,016,000) | 0 |
Subscription rights closing balance | 55,176,079 | 48,190,903 |
| Subscription | |||||
| Date | rights | Price | Vesting | Expiration | |
Employees | 24 April 2024 | 202,200 | 1.264 | 50% per year | 24 May 2028 |
20 August 2024 | 340,000 | 1.386 | 50% per year | 14 May 2029 | |
20 August 2024 | 8,760,000 | 1.386 | 10% after 1 year, 20% after | 14 May 2029 | |
| 2 years, 70% after 3 years | |||||
24 September 2024 | 160,000 | 1.098 | 50% per year | 14 May 2029 | |
11 November 2024 | 210,000 | 0.940 | 50% per year | 14 May 2029 | |
Consultants | 20 August 2024 | 2,300,000 | 1.386 | 10% after 1 year, 20% after | 14 May 2029 |
| 2 years, 70% after 3 years | |||||
Grants of subscription rights in 2024 | 11,972,200 |
| 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 rights in 2023 | 46,370,862 |
21. Shares, warrants and subscription rights
At the end of 2024 there were 700,229,477 shares in the company, versus 491,937,778 (as adjusted for the 5:1
share consolidation in April 2024). At the end of 2024 there were 12,818 registered shareholders (2023: 11,792).
Ensurge is not aware of any shareholding agreements between shareholders.
34 | Annual Report | 2024
| Top 20 shareholders as of | ||
31 December 2024 | Shares | Percent |
Bank of New York Mellon | 62,619,884 | 13.9% |
Nordnet Bank AB | 29,789,266 | 9.1% |
Alden AS | 29,472,500 | 5.1% |
Andreas Holding AS | 26,405,606 | 4.4% |
BNP Paribas | 23,742,816 | 2.2% |
Morgan Stanley & Co International | 20,058,652 | 2.1% |
Schlytter-Henrichsen AS | 16,248,546 | 2.0% |
Haadem Invest AS | 14,980,576 | 1.9% |
Jaco Invest AS | 14,250,000 | 1.8% |
Ragnvald Gabrielsen AS | 13,542,530 | 1.4% |
J.P. Morgan SE | 13,389,118 | 1.4% |
Songa Capital AS | 12,801,200 | 1.3% |
Nordnet Livsforsikring AS | 11,051,180 | 1.3% |
Viking Power Systems Pte Ltd | 10,150,000 | 1.3% |
The Bank of New York Mellon SA/NV | 8,661,477 | 1.1% |
Skandinaviska Enskilda Banken | 8,513,813 | 1.1% |
Fougner Invest AS | 7,819,798 | 1.1% |
R. Sundvall Invest AS | 7,753,721 | 1.0% |
Arne Hellstø AS | 7,323,308 | 0.8% |
Karl A Haraldsen 1 AS | 6,787,277 | 0.8% |
Total 20 largest shareholders | 345,361,268 | 49.3% |
Total other shareholders | 354,868,209 | 50.7% |
Total Shares outstanding | 700,229,477 | 100.0% |
| Shares and subscription rights held by primary insiders and | Incentive | |
close relations at 31 December 2024 | Shares | subscription rights |
Terje Rogne, Chairman | 320,000 | 16,469,179 |
Morten Opstad, Board Member | 209,603 | 2,248,529 |
Nina Riibe, Board Member | — | 2,000,000 |
Jon Castor, Former Board Member | — | 102,222 |
Victoire de Margerie, Former Board Member | — | 100,000 |
Kelly Doss, Former Board Member | — | 51,111 |
Mark Newman, Former Interim CEO, Former Board Member | — | 100,000 |
Lars Eikeland, CEO/CFO | 3,155,168 | 8,300,000 |
Arvind Kamath, EVP Technology Development | 354,108 | 8,971,256 |
Total | 4,038,879 | 38,342,297 |
Annual Report | 2024 | 35
Subscription rights
2024 | 2023 | |||
| Weighted | Number of | Weighted | Number of | |
| average exercise | subscription | average exercise | subscription | |
| price, NOK | rights | price, NOK | rights | |
Total at 1 January | 1.59 | 48,190,903 | 25.44 | 4,613,982 |
Granted | 1.37 | 11,972,200 | 0.54 | 46,370,862 |
Forfeited | 0.54 | (1,475,143) | 17.73 | (1,167,937) |
Exercised | 0.50 | (2,016,000) | — | |
Expired | 11.32 | (1.495,881) | 27.93 | (1,626,004) |
Total at 31 December | 1.34 | 55,176,079 | 1.59 | 48,190,903 |
| Number of exercisable subscription rights | 28,972,924 | |||
| at 31 December (included in total) |
The average strike price is higher than the quote share price on the Stock exchange at 31 December 2024.
Subscription rights outstanding at 31 December 2024
| Number of | Weighted average | |
| Holder | subscription rights | exercise price, NOK |
Lars Eikeland, CEO/CFO | 8,300,000 | 0.75 |
Mark Newman, Former CEO | 100,000 | 1.25 |
Arvind Kamath, EVP Technology Development | 8,971,256 | 2.33 |
Employees and contractors | 37,904,823 | 0.79 |
Total | 55,176,079 | 1.34 |
36 | Annual Report | 2024
| Value of subscription rights and | Grants in | Grants in | Grants in | Grants in | Grants in |
| assumptions upon grant | 2024 | 2023 | 2022 | 2021 | 2020 |
| Value of subscription right at grant | 0.94–1.386 | 0.40–4.30 | 0.50–28.40 | 24.75–34.20 | 11.70–30.60 |
| date, NOK per subscription right | |||||
Share price, NOK per share | 0.506–2.065 | 0.0976–4.644 | 2.25–11.241 | 2.25–10.44 | 0.25–1.16 |
Exercise price, NOK per share | 0.94–1.386 | 0.50–0.92 | 12.50–31.50 | 6.75–38.25 | 6.75–45.90 |
Expected annual volatility | 102–116% | 155–182% | 0–257% | 235–236% | 98–157% |
Duration, years | 4.1–4.5 | 4.1–5.0 | 4.1–5.0 | 4.1–4.8 | 4.2–5.0 |
Expected dividend | — | — | — | — | — |
| Risk-free interest rate, government | 2.286-3.92% | 2.31-3.49% | 0.90-3.35% | 0.26-0.81% | 0.14-0.79% |
| bonds |
| Value of subscription rights and | Grants in | Grants in | Grants in | Grants in | Grants in |
| assumptions on 31 December 2024 | 2024 | 2023 | 2022 | 2021 | 2020 |
Value of subscription right at 31 December 2024, NOK per | 0.94–1.386 | 0.40–4.30 | 0.50–28.40 | 24.75–34.20 | 11.70–30.60 |
| subscription right | |||||
Share price, NOK per share | 1.08 | 1.08 | 1.08 | 1.08 | 1.08 |
Exercise price, NOK per share | 0.94–1.386 | 12.50–31.50 | 12.50–31.50 | 6.75–38.07 | 6.75–17.55 |
Expected annual volatility | 102–116% | 155–182% | 0–257% | 235–236% | 98–157% |
Duration, years | 3.4–4.37 | 2.34–3.40 | 0.34–1.42 | 0.63–1.42 | 0.63 |
Expected dividend | — | — | — | — | — |
| Risk-free interest rate, government | 2.286–3.92% | 2.31–3.49% | 0.90–3.35% | 0.26–0.81% | 0.14–0.79% |
| bonds | |||||
| Number of outstanding subscription | 11,540,000 | 31,007,492 | 11,118,084 | 256,630 | 1,253,873 |
| rights at 31 December 2024 |
There were subscription rights exercised in 2024. There were no subscription rights exercised in 2023.
Annual Report | 2024 | 37
| 31 December | Cash | Non-cash changes | 31 December | ||
| Amounts in USD 1,000 | 2023 | flows | Additions | Other changes | 2024 |
Interest-bearing debt | 6,819 | (1,400) | 5,419 | ||
| New equipment | — | 96 | 96 | ||
| obligation | |||||
Lease liabilities | 9,459 | (1,611) | 96 | 7,944 | |
Convertible debt | 1,130 | (1,130) | — | ||
17,408 | (3,011) | 192 | (1,130) | 13,459 |
Amounts in USD 1,000 | Short term debt | Long term debt | Total |
| Principal balance as of 1 January 2024 | 1,400 | 5,419 | 6,819 |
New equipment obligation | 15 | 81 | 96 |
Principal payments | (1,400) | (1,400) | |
| Reclass from long term to short term | 448 | (448) | 0 |
| Principal balance as of 31 December 2024 | 1,863 | 3,652 | 5,514 |
| 31 December | ||||||||||
| Amounts in USD 1,000 | 2024 | |||||||||
| Principal and interest due | ||||||||||
| Carrying | 1–2 | 2–3 | 3–4 | 4–5 | ||||||
value | Within 1 year | years | years | years | years | |||||
Q1 | Q2 | Q3 | Q4 | |||||||
| Principal | 5,514 | 431 | 454 | 478 | 502 | 2,276 | 1,331 | 21 | 24 | |
| obligations due | ||||||||||
Interest payments | 270 | 248 | 225 | 201 | 531 | 86 | 5 | 2 | ||
Lease payments | 7,944 | 574 | 574 | 574 | 591 | 2,378 | 2,447 | 1,875 | — | |
Total to be paid | 1,276 | 1,276 | 1,277 | 1,294 | 5,184 | 3,864 | 1,901 | 26 |
38 | Annual Report | 2024
Amounts in USD 1,000 | 31 December 2024 | 31 December 2023 |
Trade payables | 327 | 351 |
| Public duties, withheld taxes and social security | 9 | 20 |
| taxes due | ||
Share-based liability (subscription rights), employer´s tax | 12 | 11 |
Accrued holiday pay and other accrued salary | 664 | 523 |
Other accrued expenses | 799 | 799 |
Total | 1,507 | 1,704 |
Of this, payables to related parties (Note 10) | 80 | 89 |
Amounts in USD 1,000 | 31 December 2024 | 31 December 2023 |
Denominated in NOK | 108 | 346 |
Denominated in USD | 1,399 | 1,358 |
Total | 1,507 | 1,704 |
| Charged to | ||||
Amounts in USD 1,000 | 31 December 2023 | profit/loss | Equity | 31 December 2024 |
| Deferred income tax asset | ||||
Fixed and intangible assets | 1,403 | (511) | — | 892 |
Inventory | 458 | (458) | — | — |
Other accruals | 4,755 | (2,216) | — | 2,539 |
R&D credits | — | 2,928 | — | — |
| Tax loss carried forward outside | 4,610 | (1,129) | — | 3,481 |
| Norway | ||||
Tax loss carried forward Norway | 65,484 | 4,357 | — | 69,841 |
| Calculated deferred tax asset | 76,710 | 2,971 | — | 79,681 |
| 22% (2023: 22%). | ||||
Impairment of deferred tax asset | (76,710) | (2,971) | — | (79,681) |
| Deferred tax in the balance | — | — | — | — |
| sheet |
Annual Report | 2024 | 39
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 2024, the Guaranty liability
amounted to USD 1,500 thousand.
26. Events after the balance sheet date
On 20 January 2025, the Company announced the completion of a private placement through an allocation
of 40 million offer shares at a subscription price of NOK 1.00 per offer share plus one warrant for every two
shares issued for total gross proceeds of NOK 40 million. The warrant will be free of charge and may be
exercised from 26 September 2025 to 10 October 2025.
On 3 February 2025, the Company announced the issuance of 80,000 subscription rights to its US employees.
The grants were made under the Company’s 2024 incentive subscription rights plan.
On 11 February 2025, the EGM approved the issuance of 40 million warrants to the participants of the private
placement account on 20 January 2025, each warrant having an exercise price of NOK 1.00.
On 4 March 2025, the Company announced the issuance of 2,733,844 ordinary shares at NOK 0.9138 per
share to employees and contractors in the Company who participate in the Company’s 2024 Employee Share
Purchase Plan (“ESPP”). The ESPP was approved by the AGM on 14 May 2024.
On 10 April 2025, the Company announced the completion of a private placement with gross proceeds of
NOK 60 million, through the issuance of 50 million new shares at an offer price of NOK 1.20.
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 2024
and are not involved in any litigation or legal action as of the date of this report.
40 | Annual Report | 2024
Ensurge Micropower ASA
Annualfinancialstatements2024
Profit and loss statement
Amounts in NOK1,000 Note 2024 2023
Sales revenue 4 — —
Total revenue — —
Salaries and other benefits 5,6 (10,742) (727)
Services (external) (10,038) (19,318)
Services (from subsidiaries) 7,8 (180,266) (206,858)
Other operating expenses 8 (6,415) (5,143)
Operating profit (loss) (207,461) (232,046)
Impairment investment in subsidiary 13 (4,074) (6,828)
Interest income 8,084 5,351
Interest expense 19 (1,969) (11,772)
Change in fair value of derivative
liability
19 4,561 (1,122)
Other financial income (costs) (7,058) 2,241
Net financial items (455) (12,129)
Profit (loss) before income tax (207,916) (244,175)
Income tax expense 9 — —
Profit (loss) for the year (207,916) (244,175)
≠The notes on pages 41 to 51areanintegralpartoftheseannualfinancialstatements.
Ensurge Micropower ASA Annual Financial Statements 2024
Annual Report | 2024 | 41
Balance sheet
Amounts in NOK1,000 Note 31 December 2024 31 December 2023
ASSETS
Non-current assets
Intangible assets 12 46,775 —
Total non-current assets 46,775 —
Current assets
Trade and other receivables 14 538 1,141
Cash and bank deposits 15 38,487 37,867
Total current assets 39,025 39,007
Total assets 85,800 39,007
EQUITY
Share capital 17, 18 350,115 245,969
Other paid-in capital 126,885 3,332
Total paid-in equity 477,000 249,301
Retained profit/uncovered losses (511,498) (306,983)
Total equity 16 (34,498) (57,682)
LIABILITIES
Current liabilities
Accounts payable 1,018 1,025
Withheldtaxandpublicdutiespayable 230 187
Debttogroupcompanies 13, 20 118,368 78,834
Derivativeandshorttermconvertibledebt 19 — 14,322
Other payables and accruals 682 2,321
Total liabilities 120,297 96,689
Total equity and liabilities 85,800 39,007
The notes on pages 41 to 51areanintegralpartoftheseannualfinancialstatements.
The board of directors of Ensurge Micropower ASA, Oslo, Norway, 11 April 2025
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
42 | Annual Report | 2024
Cash flow statement
Amounts in NOK1,000 Note 2024 2023
Cash flows from operating activities
Profit (loss) before income tax (207,916) (244,175)
- Share-based remuneration 16 4,473 2,238
- Change in working capital and other items 45,098 86,887
Net cash from operating activities (158,346) (155,049)
Cash flows from investing activities
Capitalized development expenses 12 (46,775) —
Net cash from investing activities (46,775) —
Cash flows from financing activities
Proceeds from issuance of shares 16,17 205,741 153,888
Proceeds from issuance of debt 19 — 17,261
Net cash from financing activities 205,741 171,149
Net change in cash and bank deposits 620 16,100
Cash and bank deposits at the beginning of
the year
37,867 21,767
Cash and bank deposits at the end of the
year*
15 38,487 37,867
The company had no bank draft facilities at the end of 2024 or 2023.
The notes on pages page 41 to 51areanintegralpartoftheseannualfinancialstatements.
*SeeNote15forrestrictedamount.
Annual Report | 2024 | 43
Notes to the Annual
Financial Statements
Ensurge Micropower ASA
1. Information about the
company
Ensurge Micropower ASA (“Ensurge” or “the Thin Film
ElectronicsASA(“Ensurge”or“theCompany”)was
foundedon22December2005andwasrenamedto
EnsurgeMicropower.SeeNote27oftheConsolidated
Financial Statements for list of subsidiaries.
Ensurge is energizing innovation with ultrathin,
flexible,andsafeenergystoragesolutionsfor
wearable devices, connected sensors, and beyond.
The Company is a public limited liability company
incorporated and domiciled in Norway. The address
ofitsregisteredofficeisFridjofNansensPlass4,
Oslo, Norway. The Company’s shares were admitted
tolistingattheOsloAxesson30January2008
andtotheOsloBørson27February2015.On
24March2015Ensurge’sAmericanDepository
Receipts(ADRs)commencedtradingintheUnited
StatesonOTCQXInternational.Ensurge’sADRwas
movedtoOTCQBwitheffecton23June2020.The
Company’s shares, listed on Oslo Børs in Norway,
tradeunderthesymbolENSU.TheCompany’sADRs,
listedonOTCQBintheUnitedStates,tradeunderthe
symbol ENMPY.
Theseannualfinancialstatementsfortheparent
company were resolved by the Company’s board of
directorson11April2025.
Going concern
Theboardconfirmsthatthefinancialstatementsof
the group, as well as the parent company, have been
prepared under the going concern assumption.
On20January2025,theCompanyannounced
the completion of a private placement through
anallocationof40,000,000offersharesata
subscriptionpriceofNOK1.00peroffershareplus
one warrant for every two shares issued for total
grossproceedsofNOK40million.Thewarrant
will be free of charge and may be exercised from
26September2025to10October2025.
As of the date of this report, the company has
sufficientcashtofundoperationsintoQ32025.
To continue to fund the Company’s activities beyond
Q32025,theCompanywillseekadditionalfunds
from the investor market and from partnership
funding. However, as funding is not secured for the
next 12 months, a material uncertainty exists as
to whether the Company and group will continue
as going concern. The Company and group are
dependent to successfully raise funds as planned.
Theboardofdirectorsmonitorsthefinancialposition
closely and receives frequent reports and forecasts
onexpenditureandcashflow.Toaddressthefunding
requirements of the group, the board of directors has
undertaken the following initiatives:
• The Company will continue to seek additional funds
frompartnershipfunding,externalfinancingofnew
production equipment and the investor market in a
timely manner; and
• 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.
Despitethematerialuncertaintytowhetherthe
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
itisfoundappropriatetopreparethefinancial
statements on the going concern basis.
2. Accounting policies
Theseannualfinancialstatementshavebeen
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
44 | Annual Report | 2024
accounting policies applied in the preparation of
theseannualfinancialstatementsaresetoutbelow.
These policies have been applied consistently. The
financialstatementshavebeenpreparedusingthe
historical cost convention.
Principal criteria for valuation and
classification of assets and liabilities
Assets for lasting ownership or use have been
classifiedasfixedassets.Otherassetshavebeen
classifiedascurrentassets.Receivableswhicharedue
withintwelvemonthshavebeenclassifiedascurrent
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
isprobablethatfutureeconomicbenefitswillflowto
theentityandwhenthespecificcriteriahavebeen
met for each of the group’s activities, as described
below.
(a) Sales of goods
The Company had zero sales in 2024 and 2023. 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
usuallyassociatedwithownershipnoreffective
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
whicharerelatedtospecificdevelopmentprograms
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
ReferenceismadetoNote2.6intheConsolidated
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 | 2024 | 45
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
Thecashflowstatementispreparedinaccordance
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
transactionsundertheprovisionsofNRS15Aand
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 2024 Subscription
RightsPlanvests50%onthefirstanniversaryand
50% on the second anniversary. The notional cost
of subscription rights as share-based remuneration
isexpensedbuttheequityeffectisnilbecausethe
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.
Whentheparenthasanobligationtosettletheshare-
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.
Netdeferredtaxbenefitisheldinthebalancesheet
onlyiffuturebenefitcanbejustified.
Consolidated items
Insignificantitemshavebeencombinedorincluded
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
estimatesandassumptionsthataffecttheincome
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
ReferenceismadetoNote26intheConsolidated
Financial Statements.
Financial risk factors
ReferenceismadetoNote4.2intheConsolidated
Financial Statements.
46 | Annual Report | 2024
4. Sales revenue
There was no sales revenue from external customers for 2024 or 2023.
No warranty costs, penalties or other losses were related to sales revenue in 2024 or 2023
5. Employee salaries and other benefits
Amounts in NOK1,000 2024 2023
Salaries 4,998 (1,720)
Social security costs 135 195
Share-based compensation (subscription rights),
notional salary cost
4,473 2,238
Share-based compensation (subscription rights),
accrued employer´s tax*
— —
Pension contribution — (65)
Other personnel related expenses, including
recruiting costs
1,137 78
Total 10,742 727
Average number of employees for the year — —
Numberofemployees31December — —
At the end of 2024 there was one fulltime consultant in the company (2023: 1 fulltime consultant).
The company has only defined contribution pension plans. Contributions are expensed and paid when
earned.
Compensation to senior management
Amounts in NOK 1,000 2024 2023
Salary 4,998 9,141
Pension contribution — 95
Bonus — —
Employee stock purchase 1,137
544
Share-based compensation 1,282 (232)
Total senior management compensation 7,416 9,548
Information according to the accounting act §§7-31b and 7-32 (1) is provided in the Remuneration Report 2024.
Remuneration to the board of directors
ReferenceismadetoNote7intheConsolidatedFinancialStatements.
6. Statement on management remuneration policy
ReferenceismadetoNote8intheConsolidatedFinancialStatements.
Annual Report | 2024 | 47
7. Related party transactions
a) Transactions with related parties
Amounts in NOK1,000 2024 2023
Sales,marketing,R&Dandmanufacturingservices
from Ensurge Micropower Inc.
180,266 206,858
Intercompany interest income on loan to Ensurge
Micropower Inc.
(6,538) (4,885)
Purchase of services from Acapulco Advisors AS 1,210 1,468
Purchase of services from Admaniha AS 2,353 1,764
Purchase of services from Lars Eikeland 6,134 3,007
Purchase of services from Mark Newman — 2,261
Purchases of services from law firm Ræder Bing
advokatfirma AS
2,694 4,532
In2024,EnsurgerecordedNOK1,210thousandforadvisoryservicesfromAcapulcoAdvisorsAS,a
consultant and shareholder of Ensurge, Ståle Bjørnstad.
In2024,EnsurgerecordedNOK2,353thousandforconsultingservicesfromAdmanihaAS,inwhichoneof
Ensurge’s board members, Terje Rogne, is the owner.
In2024,EnsurgerecordedNOK6,134thousandforexecutiveconsultingservicesprovidedbyLarsEikeland.
Robert N. Keith, a shareholder of Ensurge, entered into a consulting service agreement with effect from
1January2013.Thereisnocompensationattachedafter2019.Mr.KeithassistsEnsurgeinstrategicanalysis
and in dealing with larger, international, prospective partners.
In2023,EnsurgerecordedNOK2,261thousandforexecutiveconsultingservicesprovidedbyMarkNewman,
a former board member.
In2024,EnsurgerecordedNOK2,694thousand(netofVAT)forlegalservicesprovidedbylawfirmRæder
Bing advokatfirma AS, in which one of Ensurge’s board members, Morton Opstad is a partner.
b) Year-end balances arising from sales/purchases of goods/services with
related parties
Amounts in NOK1,000 2024 2023
Payable to (from) Ensurge Micropower Inc. 118,368 78,834
Payable to Acapulco Advisors AS — 61
Payable to Lars Eikeland 555 454
Payable to law firm Ræder Bing
advokatfirma AS
355 387
8. Other operating expenses
Amounts in NOK1,000 2024 2023
Premises, supplies 1,047 1,537
Sales and marketing 1,164 1,146
Bad debt — —
Other expenses 4,204 2,461
Sum 6,415 5,143
Ensurge pays rent for premises in Oslo (Norway) on a month to month basis. The monthly rent is
NOK11thousandpermonth.
Ensurge Micropower ASA has not entered into any other lease agreements.
48 | Annual Report | 2024
Remuneration to the auditor (ex VAT)
Amounts in NOK1,000 2024 2023
Audit 1,670 1,613
Other assurance services 466 418
Other services* 52 35
Total 2,188 2,066
*Relates to technical preparation of tax return with mandatory forms.
9. Income tax expense
ThetaxontheCompany’sprofitbeforetaxdiffersfromthetheoreticalamountthatwouldariseusingthe
weightedaveragetaxrateapplicabletoprofitsoftheconsolidatedentitiesasfollows:
Amounts in NOK1,000 2024 2023
Profit (loss) before tax (207,916) (244,175)
Tax (tax income) calculated at corporate tax rate (45,742) (53,718)
Permanent differences (2,103) 248
Change in deferred tax asset not recognised on the
balance sheet
47,844 53,470
Tax charge — —
Corporate tax rate 22% 22%
10. Deferred income tax
DeferredincometaxassetsandliabilitiesareoffsetwhentheCompanyhasarighttooffsetcurrenttaxassets
againstcurrenttaxliabilitiesandwhenthedeferredincometaxesrelatetothesamefiscalauthority.
Theoffsetamountsareasfollows:
Amounts in NOK1,000 31 December 2024 31 December 2023
DeferredincometaxassetIntangibleasset (1,395) (1,568)
Tax loss carried forward (751,005) (702,986)
Calculated deferred tax asset (752,400) (704,554)
Impairment of deferred tax asset 752,400 704,554
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% (2023: 22%).
11. Property, plant and equipment
Current facilities are rented with furniture included. Minor computing and communications equipment have
been expensed.
Annual Report | 2024 | 49
12. Intangible assets
Amounts in NOK1,000
Purchased
intellectual
property
Negative
goodwill
Capitalized
microbattery
development
costs
Capitalized
NFC
SpeedTap
™
development
costs Total
Amortization period, years (linear) 13–16 5 10
Accumulatedcosts31December2024 15,880 (2,925) 46,775 12,744 72,475
Amortizationat31December2024 (15,880) 2,925 — (12,744) (25,699)
Net book value 31 December 2024 — — 46,775 — 46,775
Accumulatedcosts31December2023 15,880 (2,925) — 12,744 25,691
Amortizationat31December2023 15,880) 2,925 — (12,744) (25,691)
Net book value 31 December 2023 — — — — —
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
remainingunamortizedbalanceofNOK8,391thousandwasimpairedinfullastheCompanyrevisedits
strategy whereby the future value of these patents is uncertain.
In 2019 it was decided that the capitalized development costs relating to NFC SpeedTap
™
would not be further
commercializedandtheremainingcostsofNOK12,744thousandwereimpaired.
The assets are assessed annually.
Duetouncertaintyoffutureuseandcommercialization,noreversalwasidentifiedfor2024.
13. Investment in subsidiaries
The investments are held at the lower of cost and fair value in the balance sheet in 2024.
Amounts in NOK1,000 Percent holding Percent of votes Book value
Ensurge Micropower Inc. - CA, USA
At31December2024 100% 100%
Accumulated cost 336,010
Accumulated impairment charge (336,010)
Net book value at 31 December 2024 —
Ensurge Micropower Inc. - CA, USA
At31December2023 100% 100%
Accumulated cost 331,936
Accumulated impairment charge (331,936)
Net book value at 31 December 2023 —
ThelocalcurrencyofEnsurgeMicropowerInc.isUSD.ThenetincomeinUSDin2024wasUSD5,590thousand
comparedtoUSD5,411thousandin2023.Totalequityat31December2024wasUSD(666)thousand(2023:
USD(6,636)thousand).Theshareswerefullyimpairedasof31December2019.Theprovisionwasmainly
triggeredbytheimpairmentofPPEinINCasaresultofthecorporaterestructuring(pleaserefertoNote11in
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 2024 and 2023.
50 | Annual Report | 2024
Guarantees provided to subsidiaries
AsapartoftherelocationofEnsurge’sUSheadquartersin2017aUSD1,600thousandLetterofCredithas
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.
TheinitialGuarantyliabilityamountedtoUSD5,000thousandandreducesonanannualbasisof
USD500thousandperyearcommencingwiththesecondleaseyearuntiltheliabilityreacheszerodollars.At
31December2024,theGuarantyliabilityamountedtoUSD1,500thousand.
14. Trade and other receivables
Amounts in NOK1,000 31 December 2024 31 December 2023
Customer receivables 1,233 1,233
Other receivables, prepayments 538 1,141
Less: provision for impairment of receivables (1,233) (1,233)
Receivables — net 538 1,141
All customer receivables are due within one year and book value approximates fair value.
ThetotalamountoftradeandotherreceivablesinNOKis538thousand(2023:NOK1,141thousand).
Ofotherreceivables,NOK538thousandwerenotpastdueasof31December.
The company assesses impairment risk on an individual basis.
15. Cash and bank deposits
Amounts in NOK1,000 31 December 2024 31 December 2023
Bank deposits excluding restricted cash 18,335 21,123
DepositforLetterofCredit(restricted) 19,039 16,611
Depositforwithheldtax(restricted) 71 127
Depositforwarrantexercises,sharesnotyet
registered (restricted)
1,041 5
Total 38,487 37,867
AsapartoftherelocationofEnsurgeMicropowerInc.’sUSheadquartersin2017aUSD1,600thousandLetter
of Credit was issued to the landlord.
Payablewithheldtaxamountsat31December2024totalNOK71thousand.
Annual Report | 2024 | 51
16. Equity
Amounts in NOK1,000
Share
capital
Other
paid-in
capital
Other
reserves
Uncovered
loss Total
Balance at 1 January 2024
245,969
3,332 — (306,983) (57,682)
Transfer of vested stock based
compensation*
(3,402) 3,402 —
Private placement (February, April,
May, July, September, October and
November 2024)
99,927 117,076 217,003
Employee Stock Purchase Plan 3,211 1,328 4,539
Stock rights exercise 1,008 7 1,015
Share-based compensation 8,543 8,543
Comprehensive income (207,916) (207,916)
Balance at 31 December 2024 350,115 126,886 — (511,498) (34,498)
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
December2023)
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)
*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
2023.
17. Share capital
ReferenceismadetoNote20intheConsolidatedFinancialStatements.
18. Shareholders and subscription rights
ReferenceismadetoNote21intheConsolidatedFinancialStatements.
19. Convertible debt
On25July2022,theCompanyannouncedthatitsecuredfundingtotalingNOK57million.Ofthisamount,
NOK46.7millionrepresentedcommitmentstosubscribeforconvertibleloans.Theconvertibleloanswere
approvedattheEGMheld17August2022.Theconvertibleloanswererepayable17August2023,andthe
lenderswereentitledatanytimeafter17February2023toconverttheloansintosharesintheCompanyata
conversionpriceofNOK15.00(asadjustedforthe5:1shareconsolidationinApril2024).Theconvertibleloans
carryinterestattherateof5%perannum.NOK7millionwasextendedunderthenewagreementapprovedat
theEGMon10November2023.
AttheEGMon10November2023,theshareholdersapprovedanewconvertibleloanintheamountof
NOK4.5million.Thenewloaninterestrateis5%perannumandshallberepaid(unlesstheloanhas
52 | Annual Report | 2024
beenconvertedintoshares)on10November2024.Theconversionpricepershare,priortomaturity,is
NOK0.525(asadjustedforthe5:1shareconsolidationinApril2024).
AttheEGMon10November2023,theshareholdersapprovedamendingthetermsandconditionsofthe
existingoutstandingconvertibleloan(asissuedon17August2022).Theconversionpricechangedfrom
NOK0.75toNOK0.525(asadjustedforthe5:1shareconsolidationinApril2024)andthematuritydatewas
updatedto10November2024.
In2024,NOK11.5millioninloanswereconvertedintosharesatapriceofNOK0.525pershare.Referenceis
madetoNote20intheConsolidatedFinancialStatements.
Amounts in NOK1,000 Date Number of shares
Convertible debt +
interest
Shares issued
Convertible loan conversion 29 February 2024 2,917,808 1,500
Convertible loan conversion 6 April 2024 2,932,289 1,500
Convertible loan conversion 24 May 2024 12,439,921 6,000
Convertible loan conversion 24 July 2024 2,091,063 1,000
Convertible loan conversion 10 November 2024 3,003,131 1,500
Shares issued in 2024 23,384,212 11,500
Asof31December2024theoutstandingconvertibleloansamounttoNOKzerothousand.
The convertible loans were denominated in Norwegian Kroner (NOK); however, the functional currency of the
CompanyistheUSDollar.Asaresultofthisdifferenceincurrencies,theproceedsthatwerereceivedbythe
Companywerenotfixedandvariedbasedonforeignexchangerates.Aportionoftheloans,theconversion
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 were recorded as a non-cash gain or loss in
theprofitandlossstatements.Theconvertibleloans,includingaccruedinterest,wereclassifiedasshort-term
liabilityatamortizedcost.Theconversionfeaturederivativeliabilitywasclassifiedasshort-termheld-for-
trading liability. The derivative liability was measured using Black Scholes valuation model.
Amounts in NOK1,000 31 December 2024 31 December 2023
ShortTermDebt — 9,761
DerivativeLiabilitiy — 4,561
Accrued Interest — 548
Conversion price* — NOK 0.53
Interest Rate — 5%
MaturityDate* — 10 November 2024
*NewloantermsrevisedpertheEGMheld11July2023and10November2023.
20. Contingent liabilities
ReferenceismadetoNote25intheConsolidatedFinancialStatements.
Annual Report | 2024 | 53
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™withultrathin,flexible,andsafeenergy
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-effectiverechargeablebatteriesfordiverse
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
aimstoofferapleasant,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
reasonableefforttosecureahealthy,safe,andlawful
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
employmentlawmatters.Workplacediversityatall
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
54 | Annual Report | 2024
At Ensurge Micropower, Inc. (US subsidiary), all
employees are required to complete a safety training
coursewithintheirfirstmonthofemployment.
Ensurge has a safety committee in place which
meets monthly to review any safety hazards, close
calls, and preventable measures in high risk areas.
Wehaveaprocessinplacetoreportworkplace
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
trainingsisrecordedandverifiedbymanagement.
IncompliancewiththeSafeDrinkingWaterand
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
finaldisposal/incinerationsitetoensureoverall
compliance.
Human rights, anti-corruption
and anti-bribery
Policies and objectives
ItisimportantthatEnsurgestaffmembersdo
not place themselves in situations whereby their
fidelitycanbeunderminedorinwhichtheymaybe
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,
servicesorotherbenefitswhichcouldinfluencethe
way they discharge their duties or are intended to
exertsuchinfluencebythegiver.Ensurge’sobjectives
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
oftheCompany’sbusinessdealings.Wedemand
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
policyforreportingworkplaceissuesandconflictsof
interest. There have been no reported cases of human
rights, anti-corruption and anti-bribery incidents.
Annual Report | 2024 | 55
Responsibility Statement
The board and the CEO have today reviewed and
approved this report of the board of directors as well
astheannualfinancialstatementsfortheEnsurge
Micropower ASA Group and parent company as of 31
December2024.Theconsolidatedannualfinancial
statements have been prepared in accordance
with IFRS as adopted by the EU and the additional
requirements in the Norwegian accounting act.
Theannualfinancialstatementsfortheparent
company have been prepared in accordance
with the Norwegian accounting act and generally
accepted accounting principles in Norway. The
notesareanintegralpartoftherespectivefinancial
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.
Weconfirmthat,tothebestofourknowledge,the
informationpresentedinthefinancialstatements
gives a true and fair view of the group’s and the
parentcompany’sassets,liabilities,financialposition
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,
andfinancialpositionofthegroupandtheparent
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, 11 April 2025
Terje Rogne
Chairman
Morten Opstad
Board Member
Nina Riibe
Board Member
Lars Eikeland
CEO / CFO
56 | Annual Report | 2024
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 T
ohmatsu Limited, a
UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and ind
ependent entities. 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 firms.
Deloitte Norway conducts business through two legally separate and independent limit
ed 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 2024, 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 2024, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and
the 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 2024, 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 2024, 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 17 years from the listing,
including the listing year.
Annual Report | 2024 | 57
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 into Q3 2025. 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 2024. 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 statement on the Board of Directors’ report applies correspondingly to the statements on Corporate
Governance.
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
58 | Annual Report | 2024
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.
Annual Report | 2024 | 59
Independent auditor’s report
Ensurge Micropower ASA
4
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Ensurge Micropower ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name 5493007QXMCG0WPKFC96-2024-12-31-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, 11 April 2025
Deloitte AS
Lars Atle Lauvsnes
State Authorised Public Accountant
(electronically signed)
60 | Annual Report | 2024
Corporate Governance
Resolved by the board of directors of Ensurge
Micropower ASA (the “Company” or “Ensurge”) on
11April2025.Thestatementoutlinesthepositionof
the Company in relation to the recommendations
contained in the Norwegian Code of Practice for
CorporateGovernancedated14October2021
(“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,
whiletakingintoaccountfinancial,socialand
environmental considerations. The Company makes
everyreasonableefforttocomplywiththeword
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 37 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
tomakeimprovementstothelegalandfinancial
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
™
withultrathin,flexible,andsafeenergy
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
ofpowerful,lightweight,andcost-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
effortswithoneormoreoftheCompany’secosystem
and commercial partners.
The Company’s business goals and principal
strategiesaredefinedinthebusinessplansthat
are developed and proposed by management and
reviewed,modifiedasappropriate,andadoptedby
the board of directors. The plans are reviewed and
revised periodically, and when needed.
3. Equity and dividends
The board is aware of and acknowledges the equity
requirements and duty of action in connection with
loss of equity, as set out in the Norwegian Public
Limited Companies Act (the “PLCA”). In the past,
the Company has needed to raise equity on several
occasions to fund its operations and working
capital requirements. The board has proposed to
the general meeting only reasonable authorizations
for share issues, generally limited to 10% of the
Company’s share capital. Such board authorizations
have explicitly stated the type and purposes of
transactions in which the authorizations may be
applied. As of the general meeting(s) to be held in
2025, any proposed authorizations to issue shares
shall be considered and voted separately by each
type and purpose of such share issues.
Corporate Governance
Annual Report | 2024 | 61
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,
foramaximumpriceofNOK1,000pershare.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
islimitedto30June2025.
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
financeoperationsandtheexpansionofitsbusiness.
Any future determination to pay dividends will
dependontheCompany’sfinancialcondition,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,thejustificationwillalsobeincludedin
the announcements to the market. All related party
transactionsineffectareenteredintoonanarm’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
takeslegalandfinancialadviceonthesematters
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,
includingtheproxyform,nolaterthan21days
before the date of the general meeting. Foreign
residents will receive the notice and documents in
English.Whenappropriate,thedocumentswillbe
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
attendbyelectronicmeans,unlesstheboardfinds
thatthereissufficientcauseforittorefuseto
allow this. The notice shall contain a proxy form
as well as information of the procedure for proxy
representation. At the meeting, votes shall be cast
separatelyoneachsubjectandforeachoffice/
candidate in the elections. Consequently, the
proxy form shall, to the extent possible, facilitate
separate voting instructions on each subject
andoneachoffice/candidateinelections.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.
ThegeneralmeetinghasincludedinSection7
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.
62 | Annual Report | 2024
All reports will be issued on the Oslo Børs
marketplace (oslobors.no and newsweb.no) within
theOsloStockExchange,andontheOTCQB
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.
• VerifiesBoardcompositionmeetsallguidelinesin
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.Theboardbelievesthatitisbeneficialfor
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
shallnotinanywayaffectorinterferewithproper
performanceofthefiduciaryduties,whichtheboard
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.
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
financialadviceonthesematterswhenrelevant,
to ensure that the Company is made aware of any
possibleconflictsofinterestandtoensurethat
anysuchtransactionsarehandledinasufficiently
thorough manner. The Company has a related parties
policy in place.
Withacompactboardofonlythreemembers,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.
Annual Report | 2024 | 63
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
Ensurgepublishesfourinterimfinancialstatements
inadditiontotheordinaryannualfinancial
statements.Thefinancialstatementsshallsatisfy
legal and regulatory requirements and be prepared
in accordance with the adopted accounting policies
and be published according to the schedule adopted
bytheboard.Closingofaccounts,financialreporting
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
preparationoffinancialstatements.Inconnection
with subsidiaries’ closing of accounts, internal review
meetings are held by management. In addition,
managementidentifiesandproposesriskfactors
and measures linked to important accounting items
or other factors which are reviewed, discussed, and
sometimesmodifiedinconjunctionwiththeboard.
The board also has at least one separate meeting
with the external auditor to review such risk factors
and measures and conducts preparatory reviews
ofinterimfinancialstatementsandannualfinancial
statements.
Afinancialmanualprovidesdetailedinstruction
forfinancialplanning,treasury,accountingand
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 2024
until the AGM in 2025 was proposed to and resolved
at the 2024 AGM. The nomination committee will
propose board remuneration for the period between
the annual general meetings of 2025 and 2026.
The Board acknowledges that grants of subscription
rightstomembersoftheBoardofDirectorsare
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.
AdvokatfirmaetRæderAS,inwhichMortenOpstad,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
arrangementsdonotinanywayaffectorinterfere
withproperperformanceofthefiduciarydutiesas
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
annualfinancialstatements.
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
14March2023EGM.Theexecutiveremuneration
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
andfinancialviability.
On an annual basis the Company’s compensation
committee shall review the terms of the executive
remuneration policy, to determine if any revisions
arenecessary.Whererevisionsarerequired,the
compensation committee shall make proposals to
theBoardwhich,ifsignificantandsubjecttoBoard
approval, are proposed by the Board to the annual
general meeting for approval. In the absence of any
significantrevisions,theexecutiveremuneration
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
64 | Annual Report | 2024
shall present a remuneration report for the previous
financialyear.
Intheeventofsignificantchangestotheexecutive
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
reportandtheassociatedfinancialstatements.
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
financialcalendarforthefollowingyear;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:
• Policyforreportingoffinancialandother
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.
ThefinancialreportingofEnsurgeisbelieved
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
financialinformationforthethirdquarter2007,
Ensurgehasprepareditsconsolidatedfinancial
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
compliancewithSection14oftheCode.
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
ofdirectorstoconsiderandconfirminadvancethat
the service is not believed to be prohibited under the
Auditors Act and that any such non-audit service is
ofanatureandlevelthatwillnotaffecttheauditor’s
independence in respect of their statutory audit
oftheCompany’sannualfinancialstatements.In
this manner, the board must pre-approve any such
non-audit services from the auditor. The board of
directors shall otherwise ensure full compliance with
Section15oftheCode.
Annual Report | 2024 | 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
throughcollaborativeeffortswithoneormoreofthe
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
TheregisteredofficeoftheCompanyissituatedin
Oslo.
§4 The company’s share capital
TheCompany’ssharecapitalisNOK371,481,660.50
divided into 742,963,321 shares each having a par
valueofNOK0.50.
§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 Adoptionoftheannualfinancialstatementand
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
Documentswhichtimelyhavebeenmadeavailable
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 | 2024
§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
ofDirectors
- 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.
BoardofDirectors
Annual Report | 2024 | 67
BoardofDirectors
MORTEN OPSTAD has served on the Ensurge board
since 2006, including as Chair from 2006–2023. He
isapartnerinAdvokatfirmaetRæderASinOslo,
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
currentlyservesasboardchairofIDEXBiometrics
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. Currently, he serves as a board
member of Appear AS. Mr. Rogne holds an MBA
fromtheUniversityofSanDiegoandaBachelorof
BusinessDegreefromtheOsloSchoolofBusiness
Administration.
Terje Rogne
Chairman
68 | Annual Report | 2024
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
processesandpoliticalinfluence.
Nina Riibe
Board Member
Annual Report | 2024 | 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/
EVPStrategy&BusinessDevelopment,andCEO)andbeeninstrumental
indrivingprofitimprovementprojects,M&Aanddivestmentprojects,
andfinancialrestructuring.
He holds a Master of International Business from the Norwegian
School of Economics & Business Administration (NHH), with a major in
internationalfinanceandstrategy.
Lars Eikeland
Chief Executive Officer &
Chief Financial Officer
DR. ARVIND KAMATH joined Ensurge in January 2014 from Kovio,
Inc.,whereheservedasSr.Director,TechnologyDevelopment.At
Ensurge, he has built and led several teams in the areas of technology
development, engineering, and operations. Most recently, he was
responsiblefortheflexiblesubstrateroll-to-rollPDPS(PrintedDopant
Polysilicon) manufacturing scale-up and led the development of
aglobalenablingecosystem.AtKovio,Dr.Kamathledmaterials
and process development and integration of a revolutionary
printed electronics platform based on silicon ink, from feasibility to
qualificationandyieldenhancement.PriortoKovio,heworkedatLSI
Logic in various managerial and specialist roles, including process
engineering,groupmanagement,R&Doperations,SRAMintegration
andyieldenhancement.Dr.KamathearnedaB.Techdegreein
Metallurgical Engineering from the Indian Institute of Technology,
ChennaiandaPh.D.inMaterialsScienceandEngineeringfromthe
microelectronics program at The University of Texas - Austin.
Dr. Arvind Kamath
EVP Technology Development
70 | Annual Report | 2024
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,heservedasvicepresident,operationsatRFIDleaderAlien
Technology, where he built a global supply chain to support a billion-
unitbusiness.JayholdsaPh.D.inelectricalengineeringfromthe
University of California, Berkeley.
Jay Tu
VP Operations
STÅLE BJØRNSTAD joined Ensurge in August 2020 and heads the
CorporateDevelopmentandIRdepartment.
He has almost two decades of experience in leadership positions from
Equity Research, Equity Sales and Corporate Finance. He has also
beenCEOofCxense,aNorwegianlistedBigDataandpersonalization
company.
Ståle holds an MCS in Economics and Business Administration
fromNorwegianSchooloffEconomicsinBergenandadegreein
International Trade from JKU - Johannes Kepler Universität, Linz,
Austria.
Ståle Bjørnstad
VP, Corporate Development & IR
Ensurge Micropower Inc.
Annual Report 2024