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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, Norway — Elliptic Laboratories ASA (OSE: ELABS) (the “Company”) has
engaged Pareto Securities AS (the “Manager”) to advise on and effect a
contemplated private placement (the “Private Placement”) of new shares in the
Company (the “Offer Shares”) to raise gross proceeds of approx. NOK 60 million
(the “Offer Size”). The price per Offer Share in the Private Placement is
fixed at NOK 2.85 (the “Offer Price”).
The Private Placement will be divided into two tranches with one tranche
(“Tranche 1”) consisting of up to 10,527,500 Offer Shares, equal to the number
of shares that may be issued pursuant to an authorisation to issue new shares
granted to the Board by the annual general meeting of the Company on held 21
May 2025 (the “Board Authorisation”) , and a second tranche (“Tranche 2”) with
the number of Offer Shares resulting in a total transaction that equals the
final Offer Size, which the Board will propose to be issued pursuant to the
resolution by an extraordinary general meeting (the “EGM”) to be summoned
shortly after the Board has resolved allocation of Offer Shares in the Private
Placement.
Allocations of Offer Shares to investors are expected to be split between
Tranche 1 and Tranche 2 on a pro rata basis, except for the pre-committing
primary insiders which will receive their entire allocation in Tranche 2. The
Company will seek to accommodate applicants who request to be allocated Offer
Shares in Tranche 2 (implying that other investors may receive a larger part
of their allocation in Tranche 1).
The net proceeds to the Company from the Private Placement will be used to
strengthen the balance sheet and fund organic growth initiatives, including
accelerating the commercialization of its embedded edge AI platform, expanding
its technology into new channels such as smart glasses and connected media
devices, and supporting further value expansion within its existing laptop and
smartphone portfolio. An updated company presentation is available at the
Company’s website.
The following primary insiders (and closely associated companies) of the
Company have pre-committed to apply for, and will be allocated, Offer Shares
for a total amount of NOK 5.7 million at the Offer Price in the Private
Placement:
- Edvin Austbø (Board member), pre-committing NOK 4,200,000;
- Sven Tore Larsen (Chairperson of the Board), pre-committing NOK 1,000,000;
- Svein-Egil Nielsen (Board member), pre-committing NOK 100,000;
- Ingrid Elvira Leisner (Board member), pre-committing NOK 100,000;
- Berit Svendsen (Board member), pre-committing NOK 100,000;
- Ola Tviberg Sandstad (CEO), pre-committing NOK 100,000; and
- Mathias Norderud (CFO), pre-committing NOK 100,000.
Application period:
The application period for the Private Placement will commence today, on 5
March 2026 at 16:30 hours (CET) and is expected to close no later than 6 March
2026 at 08:00 hours (CET) (the “Application Period”). The Company may, at its
sole discretion, extend or shorten the Application Period at any time and for
any reason on short, or without notice. If the Application Period is shortened
or extended, any other dates referred to herein may be changed accordingly.
Allocation and settlement:
Notification of allocation (which is conditional with respect to Tranche 2) is
expected to be sent to the applicants by the Manager on or about 6 March 2026
before 09:00 CET. The Offer Shares allocated in Tranche 1 are expected to be
settled on or about 11 March 2026 through a delivery versus payment (DVP)
settlement by delivery of the new shares issued pursuant to the Board
Authorisation. The Offer Shares allocated in Tranche 1 will be tradeable on
Euronext Oslo Børs after the share capital increase pertaining to the issue of
the Offer Shares in Tranche 1 is registered with the Norwegian Register of
Business Enterprises (“NRBE”), expected on or about 10 March 2026. The Offer
Shares in Tranche 1 are expected to be pre-paid by the Manager pursuant to a
pre-payment agreement (the “Pre-Payment Agreement”) between the Company and
the Manager, in order to facilitate prompt registration of the share capital
increase pertaining to the issue of the Offer Shares in Tranche 1 with the
NRBE and DVP settlement.
The Offer Shares allocated in Tranche 2 are expected to be settled on or about
1 April 2026, also to be pre-paid by the Manager pursuant to the Pre-Payment
Agreement and subject to the conditions for completion of Tranche 2 having
been met, including Tranche 2 having been approved by the EGM. The Offer
Shares allocated to investors in Tranche 2 will be tradeable on Euronext Oslo
Børs following the registration of the share capital increase pertaining to
the Offer Shares in Tranche 2 in the NRBE, expected to be on or about 31 March
2026. The Company will announce when the capital increase pertaining to
Tranche 1 and the capital increase pertaining to Tranche 2 has been registered
with the NRBE.
The allocation of Offer Shares will be made at the sole discretion of the
Company’s Board (in consultation with the Manager). The allocation will be
based on criteria such as (but not limited to), pre-commitments, indications
from the pre-sounding phase, existing ownership in the Company, timeliness of
the Application, relative order size, sector knowledge, perceived investor
quality and investment horizon. The Company may, at its sole discretion, set a
maximum allocation to any applicant as well as reject and/or reduce any
applications in whole or in part.
Conditions for completion:
Completion of the Private Placement is subject to the Board resolving to
proceed with the Private Placement and to allocate the Offer Shares.
Furthermore, completion of Tranche 1 is subject to (i) the Board resolving the
issuance of the Offer Shares in Tranche 1 pursuant to the Board Authorisation,
(ii) the Board resolving to call for the EGM and proposing (among other) that
the EGM resolves to issue the Offer Shares in Tranche 2, (iii) the Pre-Payment
Agreement being in full force and effect, (iv) the share capital increase
pertaining to the issuance of the Offer Shares in Tranche 1 being validly
registered with the Norwegian Register of Business Enterprises, and (v) the
Offer Shares in Tranche 1 being validly issued and registered in the Norwegian
Central Securities Depository (Euronext Securities Oslo or “VPS”).
The completion of Tranche 2 is subject to (i) the completion of the conditions
relating to Tranche 1, (ii) the approval by the EGM of the issuance of the
Offer Shares under Tranche 2, (iii) the Pre-Payment Agreement being in full
force and effect, (iv) the share capital increase pertaining to the issuance
of the Offer Shares in Tranche 2 being validly registered with the NRBE, and
(v) the Offer Shares in Tranche 2 being validly issued and registered in VPS.
Up until notice of allocation, the Company reserves the right to cancel the
Private Placement at any time and for any reason. Neither the Company, nor the
Manager, or any of their respective directors, officers, employees,
representatives or advisors, will be liable for any losses if the Private
Placement as a whole (including Tranche 1), or just Tranche 2, is cancelled,
irrespective of the reason for such cancellation. Completion of Tranche 1 is
not conditional upon completion of Tranche 2. The settlement of Offer Shares
under Tranche 1 will remain final and binding and cannot be revoked, cancelled
or terminated by the respective applicants if Tranche 2 is not completed.
Lock-up undertakings:
In connection with the Private Placement, the Company as well as members of
the Company’s management and Board, have agreed to a 6-month lock-up with the
Manager, subject to certain customary exceptions.
Voting undertaking:
Existing shareholders in the Company which are allocated Offer Shares in the
Private Placement will irrevocably undertake to vote in favour of, or give a
voting proxy to be used in favour of, all of the Board’s proposed resolutions
relating to the Private Placement and the Subsequent Offering at the EGM. Such
undertaking applies to all shares in the Company held or controlled (directly
or indirectly) by such existing shareholders as of the record date for the
EGM.
Selling restrictions:
The Private Placement is directed towards institutional investors and other
professional investors outside the United States of America (the “U.S.” or the
“United States”), subject to applicable exemptions from applicable prospectus
and registration requirements, and (b) qualified institutional buyers (“QIBs”)
in the United States as defined in, and in reliance on, Rule 144A (“Rule
144A”) or another available exemption from the registration requirements of
the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to
the NOK equivalent of EUR 100,000. The Company may however, at its sole
discretion, offer and allocate Offer Shares for an amount below the NOK
equivalent of EUR 100,000 in the Private Placement to the extent exemptions
from the prospectus requirements are available pursuant to applicable
regulations, including the Regulation (EU) 2017/1129 on prospectuses for
securities and ancillary regulations.
Equal treatment considerations and potential Subsequent Offering:
The Board has carefully considered the contemplated Private Placement in light
of the equal treatment obligations under the Norwegian Public Limited
Companies Act and Norwegian Securities Trading Act. The Board is of the view
that it will be in the common interest of the Company and its shareholders to
raise equity through a private placement, in view of the current market
conditions and the funding alternatives currently available to the Company. A
private placement will reduce execution and completion risk, as it enables the
Company to raise capital in an efficient and timely manner, at a lower cost
and with a significantly reduced completion risk compared to e.g. a rights
issue. On this basis, the Board has considered the proposed transaction
structure and the Private Placement to be in the common interest of the
Company and its shareholders.
The Company may, subject to completion of the Private Placement, and certain
other conditions, propose to carry out a subsequent offering of new shares in
the Company at a subscription price corresponding to the Offer Price in the
Private Placement (the “Subsequent Offering”). The Subsequent Offering will,
if carried out, subject to applicable securities law, be directed towards
existing shareholders in the Company as of [5] March 2026 (as registered in
VPS two trading days thereafter) who (i) were not included in the pre-sounding
phase of the Private Placement, (ii) were not allocated Offer Shares in the
Private Placement, and (iii) are not resident in a jurisdiction where such
offering would be unlawful or would (in jurisdictions other than Norway)
require any prospectus, filing, registration or similar action. The Company
reserves the right in its sole discretion to not conduct or to cancel the
Subsequent Offering and will, if and when finally resolved, issue a separate
stock exchange notice with further details on the Subsequent Offering.
Advisors:
Pareto Securities AS is acting as sole manager and bookrunner in connection
with the Private Placement. Advokatfirmaet Wiersholm AS is acting as the
Company’s legal advisor.
For more information, please contact:
CEO Ola Sandstad, ola.sandstad@ellipticlabs.com
CFO Mathias Norderud, mathias.norderud@ellipticlabs.com
About Elliptic Labs:
Elliptic Labs is a global Edge AI company delivering trusted, low-power
on-device sensing at scale. Our AI Virtual Smart Sensor PlatformTM enables
intelligent, always-on contextual awareness directly on devices — without
the need for additional hardware or continuous cloud processing.
Deployed in over 500 million devices worldwide, our platform powers
software-defined sensing across a broad range of consumer and enterprise
products. By executing compact neural networks directly on-device, our
technology delivers adaptive, real-time sensing that preserves user privacy
while minimizing power consumption.
For more than a decade, Elliptic Labs has specialized in efficient neural
network execution using proprietary runtimes and custom-built sensing models
optimized for real-world environments. Built on balanced, self-collected
datasets and engineered to operate across diverse hardware architectures, our
AI Virtual Smart Sensors enable seamless integration across product
generations and device categories.
Our solutions enhance security, personalization, productivity, and user
experience — forming a scalable foundation for the next generation of
AI-enabled devices.
Headquartered in Norway, with a presence in the USA, China, South Korea,
Taiwan, and Japan, Elliptic Labs is listed on the Oslo Stock Exchange. All
technology and intellectual property are developed in Norway and are solely
owned by the company, ensuring independence and long-term innovation.
Trademarks:
INNER BEAUTY is a registered trademark of Elliptic Labs.
AI Virtual Smart Sensor, AI Virtual Proximity Sensor, and AI Virtual Smart
Sensor Platform are trademarks of Elliptic Labs.
All other trademarks or service marks are the responsibility of their
respective organizations.
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 through the agency
of the contact persons set out above on the time and date provided.
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.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering in the
United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned in this
announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression
“Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together
with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at
persons in the United Kingdom that are “qualified investors” as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024, and who are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth
entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only for relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that
it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”,
“anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”,
“should” and similar expressions. The forward-looking statements in this
release are based upon various assumptions, many of which are based, in turn,
upon further assumptions. Although the Company believes that these assumptions
were reasonable when made, these assumptions are inherently subject to
significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict, and are beyond
its control. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements. The
Company does not make any guarantee that the assumptions underlying the
forward-looking statements in this announcement are free from errors nor does
it accept any responsibility for the future accuracy of the opinions expressed
in this announcement or any obligation to update or revise the statements in
this announcement to reflect subsequent events. You should not place undue
reliance on the forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise in
relation to the content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred
to herein.
This announcement is for information purposes only and is not to be relied
upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
Neither the Manager nor any of its affiliates accept any liability arising
from the use of this announcement.
The distribution of this announcement and other information may be restricted
by law in certain jurisdictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
Kilde
