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Oslo, 2 March 2026: Otovo ASA (the “Company” or “Otovo”) hereby announces a contemplated private placement to raise gross proceeds of the NOK equivalent of between USD 15 to 20 million (the “Private Placement”) by issuance of new shares in the Company (the “Offer Shares”). The Company has engaged Arctic Securities AS as sole manager and bookrunner (the “Manager”) and Roth Capital Partners, LLC as financial advisor for the Private Placement.
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The net proceeds from the Private Placement will be used to fund (i) the contemplated acquisition of all shares in Energyaid Inc. (the “Energy Aid Transaction”), as announced by the Company today, (ii) a major OEM partnership, (iii) cost of a potential dual listing in the US, and (iv) general corporate purposes. In the event that the Energy Aid Transaction is not completed, for any reason, following completion of the Private Placement, the net proceeds from the Private Placement allocated for this transaction may be applied towards general corporate purposes.
An updated company presentation is available at the Company’s website.
TIMELINE AND DETAILED TERMS OF THE PRIVATE PLACEMENT
The bookbuilding period for the Private Placement commences today, on 2 March 2026 at 16:30 hours (CET) and will end on 3 March 2026 at 08:00 hours (CET) (the “Bookbuilding Period”). The Company reserves the right, after consultation with the Manager, to at any time and in its sole discretion to close or extend the Bookbuilding Period or to cancel the Private Placement in its entirety for any reason and without notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The subscription price per Offer Share (the “Offer Price”) will be determined by the Board of Directors in consultation with the Manager following the Bookbuilding Period.
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 amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from the prospectus requirements in accordance with applicable regulations, including the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017) and ancillary regulations, as implemented pursuant to the Norwegian Securities Trading Act, are available.
The final number and allocation of Offer Shares to be issued will be determined by the Board of Directors in consultation with the Manager following the Bookbuilding Period. The Private Placement will be divided into two tranches with one tranche consisting of 11,070,520 Offer Shares, equal to the number of shares that may be issued pursuant to the authorization to issue new shares (the “Board Authorization”) granted by the extraordinary general meeting of the Company held on 5 December 2025 (“Tranche 1”), and a second tranche consisting of such number of Offer Shares as is necessary to ensure that the total number of Offer Shares equals the final offer size (“Tranche 2” and together with Tranche 1, the “Tranches”). Tranche 2 will furthermore be split in two sub-tranches; tranche 2a (“Tranche 2a”) which will comprise up to 5,148,125 Tranche 2 Offer Shares that will become tradable following approval by an extraordinary general meeting of the Company to be held on or about 24 March 2026 (the “EGM”) and tranche 2b (“Tranche 2b”) comprising the balance to the final offer size which will become tradable upon approval and publication of a listing prospectus expected during Q2.
Up to 3,905,623 Offer Shares may be listed on Euronext Oslo Børs without a listing prospectus. Offer Shares in excess of this threshold will require a listing prospectus (the “Prospectus”) for admission to trading on Euronext Oslo Børs. Such excess shares will be issued on a separate, unlisted ISIN and will (i) be redelivered to the Share Lender (as defined below) pursuant to the Share Lending Agreement (as defined below) and (ii) may be delivered to certain applicants allocated Offer Shares in Tranche 2b of the Private Placement. These excess Offer Shares will only become tradeable on Euronext Oslo Børs after approval of the Prospectus by the Financial Supervisory Authority of Norway. The Prospectus is expected to be approved during Q2 2026.
Settlement of Tranche 1 is expected to take place on or about 5 March 2026 and settlement of Tranche 2 is expected to take place on or about 26 March 2026. Tranche 1 and Tranche 2a is expected to be settled on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, and Tranche 2b is expected to be settled on a DVP basis by delivery of existing and unencumbered shares in the Company issued on a separate, unlisted ISIN, both pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager and Jackson Leigh Ventures LLC, a company closely associated with the Company’s CEO, William (John) Berger, holding its shares through Citibank N.A as nominee (the “Share Lender”). Investors allocated Offer Shares in Tranche 1 and Tranche 2a of the Private Placement will thus receive tradable shares upon delivery.
The settlement dates for both tranches remain subject to any shortening or extension of the Bookbuilding Period and the satisfaction of the Conditions (as defined below).
The share capital increase pertaining to Tranche 1 and Tranche 2 is expected to be registered with the Norwegian Register of Business Enterprises on or about 11 March 2026 and 26 March 2026, respectively. The new shares to be issued by the Board of Directors in Tranche 1 will be used to settle the Manager’s redelivery obligation under Tranche 1 pursuant to the Share Lending Agreement. For Tranche 2, the new shares to be issued by the EGM will be redelivered to the Share Lender following registration of the share capital increase and will be re-lent to the Manager for DVP settlement, in whole or in part, depending on the final offer size, to the investors having been allocated shares in Tranche 2. The Offer Shares in excess of 3,905,623 will be redelivered to the Share Lender under the Share Lending Agreement on a separate ISIN, and will only become tradeable on Euronext Oslo Børs once the Prospectus has been approved and published, which is expected during Q2 2026.
The allocation of Offer Shares will be carried out at the Board of Directors’ discretion, based on criteria such as (but not limited to) perceived investor quality, existing ownership in the Company, price leadership, timeliness of an application, early indication, relative order size, sector knowledge, investment history and investment horizon. The Board of Directors may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares.
The completion of Trance 1 is subject to (i) a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization, as well as (ii) the Share Lending Agreement being in full force and effect. Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) a resolution by the EGM to issue the Offer Shares pertaining to Tranche 2, and (iii) the Share Lending Agreement being in full force and effect. Further to this, the completion of both Tranche 1 and Tranche 2 in the Private Placement is subject to the Board resolving to consummate the Private Placement and allocate the Offer Shares (jointly, the “Conditions”).
Up until notice of allocation, the Private Placement may be cancelled by the Company, in consultation with the Manager, in its sole discretion for any reason. Neither the Manager nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation. Completion of Tranche 1 is not conditional upon completion of Tranche 2. Tranche 2 will be cancelled if the conditions for completion are not satisfied. 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.
POTENTIAL SUBSEQUENT OFFERING
The Company may, subject to completion of the Private Placement and certain other conditions (including among others (i) approval by the Board of Directors and the EGM and (ii) approval and publication of a prospectus, propose to carry out a subsequent offering of shares in the Company (the “Subsequent Offering”) which will be directed towards existing shareholders in the Company as of 2 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 shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for and be allocated the Offer Shares. The Board of Directors has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, and the Board is of the opinion that the transaction structure is in compliance with these requirements.
The share issuance will be carried out as a private placement in order for the Company to complete the equity raise in a manner that is efficient and with a significantly lower risk and a significantly smaller discount to the current trading price compared to a rights issue.
Further, the Subsequent Offering, if implemented, will secure that shareholders eligible to participate in the Subsequent Offering will receive the opportunity to subscribe for new shares at the same subscription price as the Offer Price in the Private Placement. On this basis, and based on an assessment of the current equity capital markets, the Board of Directors has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.
DISCLOSURE REQUIREMENT
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was published by Eleanor Gilbane, general counsel, at the time and date stated above in this announcement.
ADVISORS
Arctic Securities AS acts as Manager and Roth Capital Partners, LLC acts as financial advisor for the Private Placement.
Advokatfirmaet Schjødt AS acts as legal advisors to the Company.
CONTACT INFORMATION
For further information, please contact:
William J. (John) Berger, Chief Executive Officer Email: john.berger@otovo.com
ABOUT OTOVO
Otovo is an AI-Native home and business energy services company in Europe and the United States. We combine real-time equipment monitoring, rapid repairs, dependable power supply, and grid participation into a single, seamless service–delivering maximum service at a minimal cost. Endurance, Otovo’s industry-leading AI platform, continually monitors installed equipment in homes and businesses, optimizes the entire service process from problem detection to resolution, and coordinates repairs around the clock. “Your Power, Backed by Ours.” Otovo is listed on the Euronext Oslo Stock Exchange under the ticker OTOVO. Visit us at https://otovo.ai/.
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 “U.S. 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 U.S. 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 U.S. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at persons who are “qualified investors”, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being “Relevant Persons”). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, Relevant Persons. These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
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 believe 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 accepts 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.
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