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IDEX Biometrics ASA

Share Issue/Capital Change Dec 4, 2025

3633_dva_2025-12-04_5041cb50-dfc7-42e9-8fc9-3bfa914c53f0.html

Share Issue/Capital Change

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IDEX Biometrics ASA Contemplated Private Placement

IDEX Biometrics ASA Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR 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, 4 December 2025

IDEX Biometrics ASA ("IDEX" or the "Company") announces a contemplated private

placement of up to NOK 20 million (the "Private Placement") by issuance of up

to 6,666,666 new shares (the "Offer Shares") in the Company. The subscription

price is NOK 3 per Offer Share (the "Offer Price").

Anders Storbråten (privately and through Altea AS), Robert Keith, Morten

Opstad and Kjell-Arne Besseberg have pre-indicated that they will subscribe

for approx. NOK 6 million, NOK 5.8 million, NOK 0.5 million and NOK 0.15

million, respectively, in the Private Placement. The Company has received

indications exceeding the Private Placement in pre-sounding.

The net proceeds from the Private Placement will be used to accelerate time to

profitability, working capital needs, as well as capital expenditures and

other general corporate purposes.

The Offer Price has been determined by the Company's board of directors (the

"Board"). The Offer Shares will be issued pursuant to an authorization to

issue new shares granted to the Board by the extraordinary general meeting

held on 14 August 2025 (the "Authorization").

The Application Period

The application period for the Private Placement will commence today, 4

December 2025 at 16:30 CET and is expected to close no later than 5 December

2025 at 08:00 CET (the "Application Period"). The Company reserves the right

to at any time and in its sole discretion resolve to close or extend the

Application Period or to cancel the Private Placement in its entirety without

further notice. If the Application Period is shortened or extended, any other

dates referred to herein may be amended accordingly.

The Private Placement will be divided into two tranches. Tranche 1 ("Tranche

1") will consist of up to 5,690,970 Offer Shares, which may be issued pursuant

to the Authorization and Tranche 2 ("Tranche 2") will consist of 975,696 Offer

Shares, subject to approval by an extraordinary general meeting, expected to

be held end of December/January 2025 (the "EGM"). Anders Storbråten (privately

and through Altea AS) has agreed to be allocated Offer Shares in Tranche 2 of

the Private Placement.

Conditions for completion of the Private Placement

Completion of the Private Placement is subject to (i) the Board resolving to

consummate the Private Placement and allocate the Offer Shares, as well as

approval of ancillary resolutions necessary to consummate the Private

Placement, and (ii) registration of the share capital increase pertaining to

issue of the Offer Shares in the Norwegian Register of Business Enterprises.

The conditions described above are jointly referred to as the "Conditions".

Completion of Tranche 1 is not conditional upon completion of Tranche 2, and

acquisition of shares in Tranche 1 will remain final and binding and cannot be

revoked or terminated by the respective applicants if Tranche 2 is not

completed. The Applicant acknowledges that Tranche 1 and Tranche 2 of the

Private Placement will be cancelled if the Conditions are not fulfilled and

that the Board reserves the right to cancel, and/or modify the terms of the

Private Placement, at any time and for any reason prior to delivery of the

Offer Shares in Tranche 1, without or on short notice. Neither the Company nor

any of its advisors will be liable for any losses if the Private Placement is

cancelled or modified, irrespective of the reason for such cancellation or

modification.

Allocation

The final number of Offer Shares will be determined at the end of the

Application Period, and the final allocation will be made at the sole

discretion of the Board. The allocation will be based on criteria such as (but

not limited to) timeliness of the application, relative order size, sector

knowledge, investment history, perceived investor quality and investment

horizon. The Board may, at its sole discretion, reject and/or reduce any

applications. There is no guarantee that any applicant will be allocated Offer

Shares. Notification of allotment and payment instructions is expected to be

issued to the applicants on or about 5 December 2025 through a notification to

be issued by the settlement agent.

Settlement and payment

The payment date for the Offer Shares will be 9 December 2025. The Offer

Shares will be delivered to investors and become tradable on the Oslo Stock

Exchange once the share capital increase has been duly registered with the

Norwegian Register of Business Enterprises. Such registration will take place

following receipt of the full subscription amount from all participating

investors. The Offer Shares are expected to be delivered on or about 11

December 2025, subject to the timely payment by investors.

Selling restrictions

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, allocate amounts below EUR 100,000 to the extent exemptions from

the prospectus requirements in accordance with applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available. Further selling restrictions and transaction terms will apply.

Equal treatment of shareholders

The Board has considered the contemplated Private Placement in light of the

equal treatment obligations under the Norwegian Securities Trading Act and

Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement

would be in compliance with these requirements. The Board holds 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 growth opportunities currently available to the Company. A private

placement enables the Company to raise capital in an efficient manner, and the

Private Placement is structured to ensure that a market-based subscription

price is achieved. In order to limit the dilutive effect of the Private

Placement and to facilitate equal treatment, the Board will consider carrying

out a subsequent offering directed towards shareholders who did not

participate in the Private Placement (see details below).

The Subsequent Offering

Subject to among other things (i) completion of the Private Placement, (ii)

relevant corporate resolutions including approval by the Board and an

extraordinary general meeting, (iii) the prevailing market price of IDEX's

shares being higher than the Offer Price, IDEX will consider whether to carry

out a subsequent offering (the "Subsequent Offering") of new shares in the

Company. A Subsequent Offering will, if made, be directed towards existing

shareholders in the Company as of 4 December 2025, as registered in IDEX's

register of shareholders with Euronext Securities Oslo, the central securities

depositary in Norway (Nw. Verdipapirsentralen) (the "VPS") two trading days

thereafter, who (i) are not allocated Offer Shares in the Private Placement,

and (ii) are not resident in a jurisdiction where such offering would be

unlawful or would (other than Norway) require any prospectus, filing,

registration or similar action (the "Eligible Shareholders"). The Eligible

Shareholders are expected to be granted non-tradable subscription rights. If

carried out, the subscription period in a Subsequent Offering is expected to

commence shortly after publication of the Prospectus (if relevant), and the

subscription price in the Subsequent Offering will be the same as the Offer

Price in the Private Placement. IDEX will issue a separate stock exchange

notice with further details on the Subsequent Offering if and when finally

resolved.

Company update on dispute with Alta Consulting

The Company is in a dispute with Alta Consulting srl., a consulting company

controlled by the former CEO of the Company, Catharina Eklöf, regarding the

financial terms following the termination of the CEO. The amount under dispute

is approx. NOK 8.5 mill plus interest. IDEX believes that it was entitled to

terminate the agreement with immediate effect, and that the former CEO is not

entitled to any further payments from the Company. The former CEO objects to

the Company's position and has commenced legal proceedings against the Company

for the Oslo City Court. Recent settlement negotiations have been

unsuccessful.

About IDEX Biometrics ASA

IDEX Biometrics ASA (OSE: IDEX) is a global technology leader in fingerprint

biometrics, offering authentication solutions across payments, access control,

and digital identity. Our solutions bring convenience, security, peace of mind

and seamless user experiences to the world. Built on patented and proprietary

sensor technologies, integrated circuit designs, and software, our biometric

solutions target card-based applications for payments and digital

authentication. As an industry-enabler we partner with leading card

manufacturers and technology companies to bring our solutions to market.

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 release was published by Kjell-Arne

Besseberg, Chief Operating Officer, at the time and date stated above.

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. The

distribution of this announcement and other information may be restricted by

law in certain jurisdictions. 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. Persons into whose possession this announcement or such other

information should come are required to inform themselves about and to observe

any such restrictions.

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 or its

securities 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

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 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 (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.

Actual events may differ significantly from any anticipated development due to

a number of factors, including without limitation, changes in investment

levels and need for the Company's services, changes in the general economic,

political and market conditions in the markets in which the Company operate,

the Company's ability to attract, retain and motivate qualified personnel,

changes in the Company's ability to engage in commercially acceptable

acquisitions and strategic investments, and changes in laws and regulation and

the potential impact of legal proceedings and actions. 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 provide any

guarantees 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 document.

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 Company's advisors nor any of their affiliates make 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 in the Company.

Neither the Company's advisors nor any of its affiliates accept any liability

arising from the use of this announcement.

Contacts

Anders Storbråten, CEO and CFO, Tel: +47 416 38 582

E-mail: [email protected]

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