Ensurge Micropower ASA: Convertible loan financing
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, 5 April 2026 Ensurge Micropower ASA ("Ensurge" or the "Company") today announces that it has successfully secured commitments to subscribe for subordinated and unsecured convertible loans ("Convertible Loans") in an aggregate principal amount of NOK 60 million (equivalent to approximately USD 6.1 million) from existing shareholders (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 0.674 on 31 March 2026. Key terms of the Convertible Loans: * Issuer: Ensurge Micropower ASA * Status: Subordinated and unsecured convertible loans * Secured amount: NOK 60 million (equivalent to approximately USD 6.1 million) * Maximum amount: NOK 80 million (equivalent to approximately USD 8.1 million) * Minimum subscription and allocation amount: NOK equivalent of EUR 100,000 * 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 Conditions (as defined below) have been satisfied and before the Maturity Date, the Lender will 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 converted * Warrants: One (1) warrant (Nw. Frittstående tegningsrett) will be granted free of charge to the Lenders for every NOK five (5) allocated in the Convertible Loan. 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 between the date of satisfaction of the Conditions 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 Liability Companies Act, subject to satisfaction of the Conditions (as defined below). 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 structure of the convertible loan financing, including the Warrants. However, issuance of the Convertible Loans and the Warrants is subject to (i) approval of the Convertible Loans and the Warrants by the annual general meeting or an extraordinary general meeting in the Company (the “GM”) (such resolutions, the "Shareholder Resolutions") and (ii) the subsequent registration of such Convertible Loans and Warrants in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) (collectively the "Conditions"). The Lenders have undertaken to vote in favor of the Convertible Loans and the Warrants at the GM.
The Convertible Loans shall be disbursed in three equal installments, the first installment payable on or before 8 April 2026 and the subsequent installments payable on 15 May 2026 and 15 June 2026, respectively. Until the Conditions are satisfied, the instrument shall constitute a non-convertible loan. Following satisfaction of the Conditions, the outstanding principal (including any accrued interest, if applicable) shall become convertible into shares in accordance with the agreed conversion terms. If the Shareholder Resolutions are not passed by the required majority at the GM by 16 May 2026, the Convertible Loans and the Warrants will not be issued and the Company shall repay the amounts disbursed, together with accrued interest, to the Lenders no later than 15 June 2026.
To the extent other existing shareholders and/or new investors may be interested in participating in the convertible loan financing, such parties may submit a non-binding Notification of Interest to the Manager at tel. +47 22937246. Notification of Interest must be received by the Manager no later than 23 April 2026 at 16:30 CEST (the “Application Period”); provided, however, that the Company, at its sole discretion and in consultation with the Manager, can shorten or extend the Application Period at any time and for any reason without notice. The minimum subscription and allocation amount for each interested party in the Convertible Loans will be the NOK equivalent of EUR 100,000. Any allocation in the Convertible Loans to interested parties will be made at the sole discretion of the Board after input from, and in consultation with, the Manager following expiry of the Application Period. The Board provides no assurance that any interested party having submitted a Notification of Interest will be allocated any portion of the Convertible Loans.
The Board has thoroughly considered the Convertible Loans, including the Warrants, in light of the equal treatment obligations under the Norwegian Public Limited Companies Act 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 is 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, (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 March 2026, which was NOK 0.674 (while a private placement or rights issue most likely would be concluded at a subscription price with a discount to the market price), as well as (iv) the fact that all other existing shareholders of the Company have been given the opportunity to participate in the Convertible Loans and the issuance of the Warrants on the same terms and conditions by submitting a Notification of Interest. 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 5 April 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.