Ensurge Micropower ASA: Business Update and Convertible Loan Financing
2026-07-31 16:41:29
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OF
AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 31 July 2026
Business Update:
Ensurge Micropower ASA ("Ensurge" or the "Company") is pleased to provide the
following business update:
Further to the announcement by Ensurge on 26 March 2026, the Company announces
that it continues to be in active negotiation, now believed to be in its final
stages, with a major external customer on a multi-phased development agreement.
Convertible Loan Financing:
In April 2026, the Company announced its intention to raise gross proceeds of up
to NOK 80 million by the issuance of convertible loans, of which approx. NOK 60
million was subscribed by certain existing shareholders of the Company and new
investors (the "April 2026 Convertible Loans"). To complete the April 2026
Convertible Loan capital raise, the Company is pleased to announce that it has
successfully secured commitments to subscribe for subordinated and unsecured
convertible loans (the "Convertible Loans") on the same terms and conditions as
for the April 2026 Convertible Loans in an aggregate principal amount of NOK 20
million (equivalent to approximately USD 2.1 million) from certain existing
shareholders and new investors (the "Lenders") to fund key commercialization
milestones of its proprietary microbattery technology, including customer
qualification programs and strategic partnerships, as the Company advances
towards revenue generation.
The Conversion Price of NOK 1.00 per share represents a 48% premium to the
closing price of NOK 0.675 on 31 July 2026, and a 48% premium to the closing
price of NOK 0.674 on 31 March 2026.
Key terms of the Convertible Loans:
* Issuer: Ensurge Micropower ASA
* Status: Subordinated and unsecured convertible loans
* Aggregate amount raised under the April 2026 Convertible Loans and the July
2026 Convertible Loans: approximately NOK 80 million (equivalent to
approximately USD 8.4 million)
* Conversion Price: NOK 1.00 per share
* Coupon: 10.0% per annum, PIK interest (paid-in-kind with additional shares)
* Maturity Date: 31 August 2027
* Voluntary conversion: At any time after the registration of the Convertible
Loans in the Norwegian Register of Business Enterprises ("NRBE") and before the
Maturity Date, the Lenders have the right to require conversion (in whole or in
part) into shares at the Conversion Price
* Mandatory conversion at maturity: Outstanding principal (including accrued
unpaid interest) shall be mandatorily converted into shares at the Conversion
Price at maturity, unless previously voluntarily converted
* Warrants: Subject to approval by the EGM (as defined below), one (1) warrant
(Nw. Frittstående tegningsrett) will be granted free of charge to the Lenders
for every NOK five (5) allocated in the Convertible Loans. Each Warrant will
give the right to subscribe for one (1) new share at the same exercise price as
the Conversion Price. The Warrants may be exercised in the period from
registration of the Warrants in the NRBE to and including the Maturity Date.
Warrants will be transferable, but will not be admitted to trading on any
regulated market place or multilateral trading facility
* Anti-dilution protection: Full ratchet anti-dilution protection for any equity
issuance or issuance of convertible instruments during the term of the loans,
with up to 100% downward adjustment of the Conversion Price. In addition, the
Conversion Price shall be adjusted proportionally in the event of any share
split, reverse share split, consolidation, sub-division, bonus issue or other
distribution of Shares, or spin-off, so as to preserve the economic equivalent
of the Conversion Price in effect immediately prior to such event
The Convertible Loans will be issued in accordance with section 11-1, cf.
section 11-2, of the Norwegian Public Limited Companies Act ("PLCA").
Arctic Securities AS (the "Manager") is acting as manager in connection with the
issuance of the Convertible Loans.
The Company's board of directors (the "Board") has approved the Convertible
Loans pursuant to the board authorization to issue convertible loans granted by
the Company's annual general meeting on 15 May 2026. However, issuance of the
Warrants remains subject to approval by the next extraordinary general meeting
in the Company (the "EGM").
The Lenders have undertaken to vote in favor of the Warrants at the EGM. The
Lenders are bound by the terms of the Convertible Loans irrespective of whether
the EGM resolves to approve the issuance of Warrants.
The Convertible Loans shall be disbursed to the Company on or before 6 August
2026.
The Board has thoroughly considered the Convertible Loans, including the
Warrants, in light of the equal treatment obligations under the PLCA and the
Norwegian Securities Trading Act and deems that such convertible loan financing
is in compliance with these requirements. The Board is of the opinion that the
deviations from the preferential rights of the existing shareholders in respect
of the Convertible Loans and the Warrants are reasonable and just based on a
number of factors, including in particular (i) the Company's imminent funding
needs, (ii) the time, costs and risk of alternative methods of securing the
desired funding, and (iii) the fact that the proposed Conversion Price of NOK
1.00 per share represents a substantial premium to the closing market price of
the Company's shares on 31 July 2026, which was NOK 0.675 (while a private
placement or rights issue most likely would be concluded at a subscription price
with a discount to the market price). Hence, the Board is of the view that the
issuance of the Convertible Loans and the Warrants is in the common interest of
the Company and the shareholders of the Company and in compliance with the equal
treatment obligations.
For further information, please contact: ir@ensurge.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act. This stock exchange announcement was published by CEO Shauna McIntyre on 31
July 2026 at the time and date stated above in this announcement.
About Ensurge Micropower ASA
Ensurge Micropower develops ultra-thin, flexible solid-state lithium
microbatteries that enable next-generation electronic devices. The Company's
proprietary platform is designed to deliver safe, high-performance energy
storage in space-constrained applications across medical devices, hearables,
wearables, industrial systems, and defense. Ensurge Micropower ASA is listed on
the Oslo Stock Exchange under the ticker ENSU.
Important information
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
announcement are not being made and may not be distributed or sent into any\
jurisdiction in which such distribution would be unlawful or would require\
registration or other measures. \