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Elliptic Laboratories ASA Share Issue/Capital Change 2026

Mar 6, 2026

3590_rns_2026-03-06_6b78f55b-556a-41cb-8df4-06f543600243.html

Share Issue/Capital Change

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Elliptic Labs: Key information regarding Subsequent Offering

Elliptic Labs: Key information regarding Subsequent Offering

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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 --- Reference is made to the stock exchange announcement by

Elliptic Laboratories ASA (OSE: ELABS) (the "Company") on 5 March 2026

regarding the successful placement and allocation of 21,050,000 new shares

(conditional for Tranche 2) at a subscription price of NOK 2.85 per new share,

raising gross proceeds of approx. NOK 60 million (the "Private Placement") and

a potential subsequent offering (the "Subsequent Offering").

The Board will propose that an extraordinary general meeting resolves to

provide the Board with an authorisation to conduct the Subsequent Offering at

a subscription price per share corresponding to the subscription price in the

Private Placement. The total maximum subscription amount of the Subsequent

Offering would be NOK 29,925,000. The Subsequent Offering will, if made, be

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

relevant corporate resolutions, including approval by the Board, and the

Company's extraordinary general meeting approving a board authorisation to

issue shares in the Subsequent Offering, (iii) the preparation, approval and

publication of a prospectus for the Subsequent Offering, and (iv) the

prevailing market price of the Company's shares following the Private

Placement.

The Subsequent Offering would 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.

In accordance with the continuing obligations of companies listed on Euronext

Oslo Børs, the following key information is given with respect to the

Subsequent Offering:

* Date on which the terms and conditions of the Subsequent Offering were

announced: 6 March 2026

* Last day including right: 5 March 2026

* Ex-date: 6 March 2026

* Record date: 9 March 2026

* Date of approval: 5 March 2026

* Maximum number of new shares: 10,500,000

* Subscription price: NOK 2.85

For more information, please contact:

CEO Ola Sandstad, [email protected]

CFO Mathias Norderud, [email protected]

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.

This information is published in accordance with the requirements of the

Continuing Obligations and is subject to the disclosure requirements pursuant

to Section 5-12 of the Norwegian Securities Trading Act.

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.