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SoftOx Solutions AS Capital/Financing Update 2018

Jun 1, 2018

3747_rns_2018-06-01_6e4ba2f2-28e2-47e2-96f0-3e187002bb41.pdf

Capital/Financing Update

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ADMISSION DOCUMENT

SoftOx Solutions AS

(Aprivate limitedcompanyorganized undertheNorwegianLimitedLiabilityCompaniesActwith businessreg. no 998516390) ThisAdmissionDocument has been prepared in connection withadmission to trading of all outstanding shares(the"Shares")inSoftOx SolutionsAS(the"Company"or"SoftOx")on Merkur Market.

Nosharesorothersecuritiesarebeingofferedorsoldinanyjurisdictionpursuanttothis Admission Document.

1 June 2018

MerkurMarketis amultilateraltrading facility operated byOsloBørsASA.MerkurMarketissubjecttothe rulesin the Securities Trading Act andtheSecuritiesTradingRegulationsthatapplytosuchmarketplaces.Theserulesapplytocompaniesadmittedtotradingon Merkur Market, as do the marketplace's own rules, which are less comprehensive than the rules and regulations that apply to companies listed on Oslo Børs and Oslo Axess. Merkur Market is not a regulated market and is therefore not subject to the Stock Exchange Act orto the Stock Exchange Regulations. Investorsshould take thisintoaccount whenmaking investment decisions.

1 RISK FACTORS5
1.1 RISKS RELATED TO THE COMPANY AND ITS BUSINESS 5
1.2 RISKS RELATED TO THE SECURITIES8
2 STATEMENTS 11
2.1 STATEMENT FROM THE BOARD OF DIRECTORS11
3 COMPANY OVERVIEW 12
3.1 THE CURRENT SITUATION AND THE MEDICAL NEED12
3.2 THE SOFTOX TECHNOLOGY12
3.3 PRODUCT DEVELOPMENT14
3.4 TARGET MARKETS 16
3.5 BUSINESS DEVELOPMENT PLAN17
3.6 QUALITY MANAGEMENT 18
3.7 INTELLECTUAL PROPERTY18
3.8 IMPORTANT EVENTS IN THE DEVELOPMENT OF THE COMPANY'S BUSINESS18
3.9 MATERIAL AGREEMENTS19
4 BOARD OF DIRECTORS, MANAGEMENT AND SCIENTIFIC PARTNERS 20
4.1 BOARD PRACTICES 20
4.2 CORPORATE GOVERNANCE 21
4.3
4.4
BOARD OF DIRECTORS 21
MANAGEMENT 22
4.5 SCIENTIFIC PARTNERS 24
4.6 SHAREHOLDERS 25
5 INFORMATION 26
5.1 HISTORICAL FINANCIAL INFORMATION 26
5.2 SUMMARY OF ACCOUNTING POLICIES31
5.3 SIGNIFICANT CHANGES IN THE GROUP'S FINANCIAL OR TRADING POSITION SINCE 31.12.1731
5.4 AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION 31
5.5 DIVIDEND POLICY 31
5.6 WORKING CAPITAL STATEMENT 31
6 INFORMATION CONCERNING THE SECURITIES ADMITTED TO TRADING32
6.1 GENERAL 32
6.2 TRANSFERABILITY OF THE SHARES 32
6.3 ADMISSION TO TRADING AND DEALING ARRANGEMENTS 32
6.4 SHARE REGISTRAR AND SECURITIES NUMBER 32
6.5 APPLICABLE LEGISLATION ON FORCED TRANSFER OF SHARES 32
7 CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL32
7.1 COMPANY CORPORATE REGISTRATION32
7.2 ORGANIZATIONAL AND LEGAL STRUCTURE33
7.3 THE SHARES AND THE SHARE CAPITAL33
7.4 DEVELOPMENT IN THE SHARE CAPITAL34
7.5 BOARD AUTHORIZATION TO ISSUE SHARES 34
7.6 SUBSCRIPTION RIGHTS, OPTIONS AND OTHER FINANCIAL INSTRUMENTS 34
7.7 ARTICLES OF ASSOCIATION 35
8 TAXATION 36
8.1 GENERAL 36
8.2 TAXATION OF DIVIDENDS 36
8.3 TAXATION OF CAPITAL GAINS ON REALIZATION OF SHARES 38
8.4 NET WEALTH TAX39
8.5 DUTIES ON TRANSFER OF SHARES 39
8.6 INHERITANCE TAX 39
9 ADDITIONAL INFORMATION39
9.1 ADVISORS 39
9.2 AUDITORS 39
9.3 EXPERT STATEMENTS39
10 DEFINITIONS AND GLOSSARY OF TERMS 40

IMPORTANT INFORMATION

Please refer to Chapter 10 "Definitions and Glossary of Terms" for definitions of terms used throughout this admission document(the "AdmissionDocument"), whichalso apply to the preceding page.

ThisAdmissionDocumenthasbeenpreparedtoprovideinformationaboutSoftOx Solutions AS (the "Company" or "SoftOx"),its subsidiaries (the "Subsidiaries") (the Company and Subsidiaries hereinafter collectively referred to asthe "Group") and the Group's business, inconnectionwiththeadmissiontotradingonMerkurMarketofalloutstandingsharesinthe Company (the"Shares").

The information contained herein is current as ofthe date hereof and subjectto change, completion and amendment without notice. Further, the publication or distribution of this Admission Documentshall under no circumstancesimply that no changes have occurred intheCompany'saffairsorthattheinformationhereiniscorrectasofanydatesubsequenttothedate of this Admission Document. However, any errors or changesto the information provided in this Admission Document that areidentifiedortakeplace afterthepublicdisclosureoftheAdmissionDocumentbutbeforeadmissiontotradingwillbe published andannounced. This Admission Document has been prepared solely in the English language.

ThisAdmissionDocumentdoesnot constituteanoffertosubscribefor SharesintheCompany.ThecontentofthisAdmission Document is notto be construed aslegal, business,financial ortax advice. Each prospective investorshould consult his or her own legal advisor, businessadvisor,financialadvisorortaxadvisorastolegal,business,financialandtaxadvice. Anydispute regarding theAdmission DocumentshallbegovernedbyNorwegianlaw,andNorwegiancourtsaloneshallhave jurisdiction inmattersrelevant hereto.

Investing in shares involves risks. Please refer to Chapter 1 "Risk Factors" of the Admission Document for a description of risk factors knownanddeemedmaterialby theCompany. AninvestmentintheCompanyshouldonlybemadebyinvestorsabletosustain atotallossoftheirinvestment.Investorsare strongly recommended to consult an investment advisor who specializes in investments of this nature before making any decision to investin the Company.

This Admission Document contains forward-looking statements ("Forward-Looking Statements") related to the Group's business andthesectorsinwhichitoperates.Forward-LookingStatementsincludeallstatementsthatarenothistoricalfacts andcanbeidentified bywordssuchas"anticipates", "believes", "expects", "intends", "may", "projects",and "should",orthe negativesofthesetermsor similarexpressions.ThesestatementsappearinanumberofplacesinthisAdmissionDocument, inparticularinChapter1"RiskFactors", Chapter3"CompanyOverview",andChapter5"FinancialInformation". They include statements regarding the Company's management's intent, belief or current expectations with respect to, e.g.,: strategies for the Group's services, segments and business; global and regional economic conditions; sales volumes, price levels, costs and margins; competition and actions by competitors and others affecting the global orregional marketoftheGroup;theGroup'splannedcapacityandutilizationrates;fluctuationsinforeignexchange rates,interestrates, earnings, cash flows, dividends and other expected financialresults and conditions; cash requirements and use of available cash; financing plans; anticipated capitalspending; growth opportunities; development, production, commercialization and acceptance of new services and technologies; environmental and otherregulatory matters; legal proceedings; and intellectual property.

No Forward-Looking Statements contained in this Admission Document should be relied upon as predictions of future events. No assurance can be given that the expectations expressed in these Forward-Looking Statements will prove to be correct. Actualresults coulddiffermateriallyfromexpectationsexpressedintheForward-LookingStatementsifoneormoreofthe underlying assumptions or expectations proves to be inaccurate or is unrealized. Some important factors that could cause actual results to differ materially fromscenarios suggested by the Forward-Looking Statements are, incertaininstances, includedwith the respective Forward-Looking Statements and in Chapter 1 "Risk Factors".

1 RISK FACTORS

Investments in shares always entail a high degree of risk. Potential investors should give careful consideration to the specific factors listed below, which describe certain risks inherent in any investment in securities. Each of the risks listed below and other risks and uncertainties described could, if they are realized, have a material negative effect on SoftOx Group's business, results of operations, financial position, or future operations, or result in a reduction in the value of the Company's Shares of common stock. The risks described below are not listed in order of significance and are not the only risks faced by the Group. Additional risk factors not currently known or currently deemed immaterial may also affect the Group's operations. The Group's business, financial condition, results of operations, or future earnings could be materially adversely affected by any of these risks.

The realization of any of these or other risk factors could have a material adverse effect on the Company's business, operating results or financial condition.

The risk factors relate to the Company and its Subsidiaries.

While management will strive to attain the Company's performance objectives through its exercise of judgment and skill, there is no guarantee of a successful performance, or that a positive return will be achieved.

1.1 Risks Related to the Company and its Business

Dependence on Key Personnel, Employees, and Ability to Recruit Skilled Personnel for Future Operations

The future success of the Group depends to a significant extent on the continued services of its key personnel. If the Group were to lose the services of any of its key personnel, this could have a material adverse effect on the overall performance and the value of its Shares. In addition to the current key personnel, the Group's future success depends on its ability to attract and retain qualified personnel to develop and produce its products. If the Group is unable to attract and retain a sufficient number of qualified personnel, this could adversely affect the quality of its products which in turn could adversely affect their commercial success.

1.1.1 Markets' Acceptance of Technology

Success in sources of revenue is based on user acceptance and the competence of the Group's marketing programs. There is no assurance that these sources of revenue will be sufficient to cover the Group's costs of operations.

SoftOx's markets are undergoing rapid technological change, and the Company's future success will depend on its ability to meet the changing needs of the industry.

SoftOx's success for the foreseeable future is highly dependent upon the commercialization of its product candidates. No assurance can be given as to whether or when they will be successfully developed or commercialized or will generate revenues, or whether the Company will be able to develop additional product candidates.

SoftOx may have difficulty developing relationships with key customers or licensees, including attaining sufficient market acceptance of its product candidates (in the event that they are commercialized) among physicians, patients, healthcare payers or the medical community at large.

SoftOx's results of operations may be adversely affected by changes in the pricing environment and/or regulations for medical products.

SoftOx may face competition from new as well as known products that may alter the design of clinical programs, overall costs, and likelihood of regulatory and commercial success. This may stop the development of the clinical program.

1.1.2 Risks Related to Product Development and Marketing Authorization

The Group's products will require marketing authorization from local and central health authorities before being introduced to the market. The Group works carefully to fulfill the requirements to receive such authorizations. However, there is high risk associated with the process of fulfilling these requirements, and there are no guarantees that the health authorities will authorize one or all of the SoftOx products. Please refer to Section 3.3 "Product Development" for more information.

The Company could become subject to liability claims in connection with clinical trials or otherwise in connection with the use or misuse of the Company's products after commercialization.

Regulatory Authorities have the judicial right to inspect the Company's Quality System and facilities once the products are approved or are pending approval. Depending on the outcome of these inspections, the Regulatory Authority could decide to issue warning letters and/or withdraw approval if severe issues are identified. Warning letters could be made public and affect the credibility and value of the Company.

Regulatory Authorities have vigilance systems in place to detect and report adverse events and require that manufacturers have similar systems in place to protect users and patients. Depending on the severity of an adverse event, the consequences could include the recall of products and/or withdrawal of regulatory approval. Reported adverse events are made public and could affect the credibility and value of the Company.

Efforts to harmonize regulations are being made, but there are still significant differences between regulations from country to country. It is therefore a risk that a product can be approved for sale in some countries and at the same time rejected in others.

Some countries require licensing fees for approved products. Failure to pay licensing fees will result in the withdrawal of regulatory approval. Countries can also update/change their regulations, and failure to meet new regulation requirements will result in the withdrawal of regulatory approval.

SoftOx may become subject to burdensome government regulations affecting the industry, which could adversely affect the Company's business.

Product development may not deliver expected results and may not be indicative of results in later stage trials, or may not result in the Company's pursuit of further clinical trials.

Any failure or delay in completing clinical trials for any of the Company's product candidates may prevent the Company from obtaining regulatory approval or commercializing product candidates on a timely basis (if at all), which would cause the Company to incur additional costs and delay receipt of any product revenue.

SoftOx may need to change its clinical program to meet the requirements of health authorities, as well as to adapt to results from on-going clinical trials. This can influence overall capital requirement as well as timelines.

SoftOx may face challenges in production, which may delay timelines, increase costs or stop development of the product(s) in question.

1.1.3 Grants

Success in receiving grants is based on approved project applications through, e.g., the Research Council of Norway and Innovation Norway. As of today, the Group has several projects that are partially funded through such grants. There is no assurance that the Group will continue to have grant applications approved in the future.

1.1.4 International Markets

The Group expects to derive revenue from overseas markets and will therefore be subject to risks inherent to the international distribution of its products. These risks are generally beyond its control and include:

  • i. Lawsandpoliciesaffectingtrade,investmentandtaxes,includinglaws andpoliciesrelatedto the repatriationoffunds andwithholding oftaxes, andchangesintheselaws;
  • ii. Differing culturaltastes and attitudes;
  • iii. Inconsistent degrees of protection forintellectual property;
  • iv. The instability of foreign economies and governments;
  • v. Fluctuating foreign exchange rates; and
  • vi. War, crime, natural disasters and acts ofterrorism.

The Group's market is dependent on the Group's success in product development, and its marketing strategy. There are currently several competitors that supply products for the same markets as SoftOx. There is an inherent risk that these competitors or new competitors may obtain market shares by surpassing SoftOx on pricing, quality or technology.

1.1.5 Intellectual Property Infringement Claims

One of the risks of the development and distribution of the Company's products is the possibility that others may claim that the Group's products misappropriate or infringe on their intellectual property rights. Any such claims may materially adversely affect the Group's business, financial condition or results of operations.

It should be noted that the future value of the Company may depend on the outcome of the Group's patent applications and the validity of its granted patents. It is crucial that the claims contained in such patents and patent applications provide adequate protection for the Group's product portfolio. The Company's value also depends on whether the Group is able to commercialize its product portfolio without infringing third parties' intellectual property rights. Please refer to Section 3.7 "Intellectual Property" for further information on the Company's registered patents.

1.1.6 Taxes and Fees

The Company and its subsidiaries operate internationally and, as a consequence, the Group is subject to a variety of national tax laws, and acts in accordance with management's interpretation of current tax laws, tax treaties and regulations in the countries where the Group operates. It cannot be warranted that the Group's interpretations of the applicable regulations and administrative practices are correct. In addition, rules and practices are subject to change based on future governmental decisions, which may result in changes to tax policy.

1.1.7 Currency Exchange Risk

Water Innovation AB and SoftOx Solutions Denmark A/S are both subsidiaries of the Company, and both operate and report transactions in local currency. The Company is a Norwegian company that operates and reports transactions in NOK. For costs and transactions made in foreign currencies, a conversion risk arises. There are no guarantees that the operatingresults andfinancialpositionofthe Group, or the companies in the Group,willnotbeaffectedby future changes in exchangerates.

1.1.8 Agreement Risk

The Group's operations depend substantially on the integrity and security of its contracts and patent rights. The rights and obligations under these contracts and patent rights may be subject to interpretation and dispute according to U.S. or international law, and can be affected by circumstances beyond the Group's control. In the event of a dispute about the interpretation of these conditions, it is not certain that the Group will be able to assert its rights, which in turn could have a material adverse effect on the Group.

1.1.9 Financing and Cash Flow Risk

Financing risk is defined as the difficulty encountered in obtaining adequate financing for operations, including high interest costs. Cash flow risk is when the Company risks not meeting its financial obligations as they fall due.

The Company is currently in a satisfactory cash flow situation, but cannot guarantee that this will be the case in the future.

SoftOx may need additional capital, which, if obtained, could dilute the ownership interest of investors. SoftOx may not be able to earn the planned revenue or to raise sufficient working capital to fund its operations until its business generates positive cash flow.

1.1.10 Credit Risk

In the ordinary course of business, the Group enters contractual relationships with various parties. In the event that these parties fail to meet their contractual obligations, the failure may have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.1.11 Risks Relating to Conflicts of Interest

Conflicts of interest may arise within the Group due to the personal interests of its scientific advisors, employees and board members.

1.2 Risks Related to the Securities

1.2.1 Price Volatility of Publicly Traded Securities

The listed price of the Company's Shares may be volatile. Factors such as changes in the results of operations of the Group, negative publicity, changes in recommendations of securities analysts regarding the Company or in the global conditions of the financial or securities markets or in the sectors in which the Group operates could have a negative effect on the listed price of the Company's Shares.

The securities markets in general, and also in Norway, are characterized by significant fluctuations in volume and market prices, as a result of changes in overall or sector specific market sentiments. The market prices of securities will be influenced by such shifts on an aggregated level. The market price of securities is therefore expected to fluctuate as a result of a company's operating performance, underlying asset values, and prospects. It is also likely that the quoted market price, if any, for Shares in the Company will be subject to market trends in general, notwithstanding the financial and operational performance of the Group.

1.2.2 Fluctuations in the NOK Currency May Lead to Currency Losses for International Investors

The Company's Shares, which will be listed on Merkur Market, are priced in NOK, and any future payments of dividends on the Shares will be denominated in NOK. Accordingly, investors outside Norway are subject to adverse movements in the NOK against their local currency.

1.2.3 Foreign Shareholders' Participation in Rights Issues May be Restricted

Under Norwegian law, existing shareholders will have pre-emptive rights on the basis of their existing share ownership to participate in the issuance of any new Shares for cash consideration. These rights may be waived by a resolution of the shareholders at a general meeting, or by the Board of Directors if the Shares are issued under an authorization in which the board may waive the pre-emptive rights. Shareholders in the United States, however, may be unable to exercise pre-emptive rights unless a registration statement under the U.S. Securities Act is in effect with respect to such rights and Shares, or an exemption from the registration requirements under the U.S. Securities Act is available. Shareholders in other jurisdictions outside of Norway may be similarly affected if the rights and the new Shares being offered have not been registered with, or approved by, the relevant authorities in their respective jurisdictions. The Company is under no obligation to file a registration statement under the U.S. Securities Act or to seek similar approvals under the laws of any jurisdiction outside of Norway with respect to such rights and Shares. To the extent that the Company's shareholders are not able to exercise their rights to subscribe for new Shares, their proportional interests in the Company will be reduced and they may be financially diluted.

1.2.4 Investors May not be Able to Exercise their Voting Rights for Shares Registered in a Nominee Account

Beneficial owners of the Shares that are registered in a nominee account (e.g., through brokers, dealers or other third parties) may not be able to vote on these Shares unless their ownership is re−registered in their names with the VPS, prior to the Company's general meetings. The Company cannot guarantee that beneficial owners of Shares will be notified of general meetings in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote their Shares in the manner desired.

1.2.5 Limitations in Norwegian Law to Bring an Action Against the Company

The rights of holders of Shares are governed by Norwegian law and by the Company's articles of association. These rights may differ from the rights of shareholders in other jurisdictions. In addition, it may be difficult to prevail in a claim against the Company, or to enforce liabilities predicted upon securities laws, in jurisdictions other than Norway.

Credit for Norwegian withholding tax may not be available for international investors. Dividends paid from a Norwegian limited liability company to foreign individuals or corporate shareholders are currently subject to Norwegian withholding tax, unless the recipient qualifies for a reduced rate according to an applicable tax treaty or other specific regulations. The shareholder's home country may give credit for the Norwegian withholding tax imposed on the dividend. In accordance with the present administrative system in Norway, a distributing company will generally deduct withholding tax at the applicable rate when dividends are paid directly to an eligible foreign shareholder, based on information registered with the VPS. Dividends paid to

foreign shareholders with respect to nominee-registered shares are not eligible for reduced treaty withholding tax rates at the time of payment, unless the nominee agrees to provide certain information regarding beneficial ownership and has obtained approval for the reduced treaty withholding tax rate from the Central Office for Foreign Tax Affairs. The withholding obligation lies with the company distributing the dividends, and the Company assumes this obligation. Foreign shareholders should consult with their own advisors regarding the availability of treaty benefits, with respect to dividend payments.

2 STATEMENTS

2.1 Statement from the Board of Directors

This Admission Document has been prepared by SoftOx Solutions AS to provide information to shareholders and investors of the Company in connection with the admission to trading on Merkur Market.

The Board of Directors of SoftOx Solutions AS accepts responsibility for the information contained in this Admission Document and declares that the information contained in this Admission Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Date: 30.05.2018

Lars Johan Frigstad Olav Jarlsby Chairman of the Board Board member

Kristian Almås Geir Hermod Almås Board member Chief Executive Officer

***

The information in this Admission Document that has been sourced from third parties has been accurately reproduced. No facts have been omitted which would render the reproduced information inaccurate or misleading, as far as the Company is aware and able to ascertain from information published by third parties. The source of third party information is identified when used.

3 COMPANY OVERVIEW

SoftOx Solutions AS (SoftOx) is a Norwegian MedTech company established in 2012. Its mission is to solve some of the world's biggest challenges to human health, namely severe infections and antibiotic resistance. SoftOx aimsto develop best-in-class antiseptic agentsto prevent and treat problematic skin infections with high unmet needs, and to help overcome the global challenge of antibiotic resistance with its novel solutions. To achieve these goals, SoftOx has employed a competent team and established partnerships with expert scientists and clinicians from the University of Copenhagen and Bispebjerg Hospital in Denmark, leading to the development of a unique broad-spectrum antimicrobial technology. Together this team is devoted to ensure the successful clinical implementation of SoftOx's products.

3.1 The Current Situation and the Medical Need

The skin is an indispensable barrier to harmful pathogens. When this protective barrier is impaired, either by mechanical force or an underlying disease, pathogens on the skin surface or in the environment obtain access to the underlying tissues and cause infections. Individuals with a functioning immune system can normally clearsuch infections without the need of major intervention, e.g. antibiotic therapy. However, if the immune system is compromised, even minor damage to the integrity of the skin may lead to detrimental infections, usually in the form of biofilm infections, which are problematic to treat.

Biofilms are microbial communities with enhanced tolerance to antibiotic treatments and resistance to host immune defenses. They have been observed in various dermatological conditions, including some that were previously thought not to have an infectious etiology. Conventional antibiotics for managing these infections topically are in most cases not effective in eradicating biofilms without having adverse effects on the host and the environment. The inappropriate use of antibiotics, and their inability to eradicate biofilms, further contributes to the development of antibiotic resistance, and places patients at high risk for acquiring or spreading antibiotic-resistant microorganisms. These challenges suggest an unmet medical need for effective treatment strategies to manage biofilmassociated infections in dermatological conditions, without contributing to the development of antibiotic resistance.

3.2 The SoftOx Technology

The SoftOx technology is a unique combination of two non-antibiotic substances with broad-spectrum antimicrobial activity and increased tissue tolerability in humans. The SoftOx technology effectively kills the microorganisms in biofilms by acting on multiple microbial components. This prevents potential resistance development to the technology.

3.2.1 The Antimicrobial Effect on Bacteria in Biofilms

The efficacy of the lead candidates in eradicating biofilms was tested using in vitro wound simulation models, which were designed to mimic surface biofilms or deep-tissue embedded biofilms in chronic wounds. In both models, the candidates were able to eradicate mature biofilms of both Pseudomonas aeruginosa and Staphylococcus aureus, which are the two most prevalent bacterial species found in complicated chronic wounds. Furthermore, the biofilm eradication ability of our products was found to be superior to that of competitor products currently on the market (Fig. 1).

Figure 1. Biofilm eradication efficacy measured as reduction in the number of viable bacterial cells in mature surface biofilms of P. aeruginosa (A) or S. aureus (B) after treatment with a representative lead candidate or different competitor wound products.

3.2.2 The Antimicrobial Effect on Microbes in Planktonic State

The lead product candidates have broad-spectrum antimicrobial activity towards a wide range of microbes in planktonic state, including bacteria, yeasts, and viruses. They are also effective against spores. All tests have been performed at EU-accredited laboratories.

3.2.3 The Killing Effect on Critical WHO-listed Antibiotic-resistant Pathogens

The killing effects of the lead candidates have initially been tested against Acinetobacter baumannii (carbapenem-R), P. aeruginosa (carbapenem-R), Enterococcus faecium (vancomycin-R), and Candida spp. (fluconazole-R). The products killed planktonic cultures of these bacteria grown overnight.

3.2.4 Resistance and Cross-resistance Development in P. aeruginosa, carbapenem-R

Resistance development to the SoftOx technology and cross-resistance development to ciprofloxacin and colistin was tested in a clinical isolate of P. aeruginosa (carbapenem-R). Ciprofloxacin and colistin were chosen as P. aeruginosa carb-R is sensitive to these agents. No resistance or cross-resistance has been observed.

3.2.5 Effect Study of SoftOx on Wound Healing and Bacteriological Burden in Wounds

The University of Copenhagen's Department of Veterinarian Science has developed a well-described equine model of delayed wound healing. SoftOx Solutions conducted a 20-day study on four horses. The purpose of the study was to evaluate the effects of SoftOx on indices of wound healing and bacteriological burden. The model included separate wounds for treatment with SoftOx or saline water on each animal, with six treatments per wound. The preliminary results show that:

  • a. The treatment with SoftOx Biofilm Eradicator did not limit wound healing and showed no side effects (including no pain, swelling or change in temperature).
  • b. Wounds treated with SoftOx Biofilm Eradicator had favorable wound scores compared to saline-treated wounds.
  • c. SoftOx Biofilm Eradicator had favorable effects on bacterial burden compared to treatment with saline water.
  • d. The solution was easy to apply and well tolerated by the horses.

Further analyses are currently being performed and will be disclosed when available. It should be noted that this proof-of-concept animal model was limited in size and duration due to cost considerations, thus creating a challenge in obtaining statistical significance in the limited dataset.

3.2.6 Biocompatibility Studies

In accordance with clinical development requirements, SoftOx performed preclinical biocompatibility studies, including cytotoxicity tests on mammalian cells, an irritation test on rabbits, a skin sensitization test on mice, a wound healing study on minipigs, and a skin compatibility study on horses. The overall conclusion is that SoftOx is safe and does not inhibit normal wound healing processes. The minipig study lasted for 22 days and resulted in no adverse findings or influences on wound healing in healthy full-depth wounds. This study is of particular relevance towards the future use of SoftOx in human wounds.

3.2.7 Application for Permission for Performing Clinical Trials in Humans

The company expects to apply to the Regulatory Authorities for permission to proceed to a "first-inman" clinical study to start during the third quarter 2018, based on preclinical results, documentation, and quality assurance of our first product (SoftOx Wound Irrigation Solution).

3.3 Product Development

The product development strategy has been established in close collaboration with potential buyers and users, regulatory experts, and influential key opinion leaders (KOLs). The strategy was developed after thorough assessment of the unmet medical needs with considerable commercial value, the Company's intellectual property portfolio, and the estimated risks of the individual development processes.

REG= Regulatory Approal by Ethics committee and Comptetent Autohority (Legemiddelverket/legemiddelstyrelsen)

The product development is initially targeted towards prevention (Wound Irrigation Solutions) and the treatment of infections in acute or chronic wounds and eczema (Biofilm Eradicator). Accordingly, SoftOx has prioritized the development of these products for wound treatment. Further down the line, the Company plans to develop products for oral health. Initial in vitro studies have shown promising results and will be followed up by further clinical work, but no detailed plan has been established.

  1. SoftOx Wound Irrigation Solution (SWIS) for the prevention and treatment of infections on breached or compromised skin, including acute wounds and skin lesions in patients with eczema. Healthcare workers (HCWs) form a priority patient group as they suffer from hand eczema due to frequent hand washing and other hand hygiene practices. The SWIS, classified as a medical device class III, aims for CE-mark certification in 2020.

  2. SoftOx Biofilm Eradicator (SBE) for the treatment of biofilm infections in non-healing chronic wounds. The product targets a huge unmet medical need in a large and growing percentage of the population, particularly in western communities. The SBE is expected to be ready for market launch in Europe in 2021 as a medicinal product.

Figure 2 illustrates the positioning of the two initial products in relation to their intended use in different wound types.

Figure 2. Biofilm formation and consequences in damaged skin (wounds). Skin and environmental microbes obtain access to underlying tissue following damage to the intact skin. Microbial burden and the host immune defenses are often balanced at this stage. As biofilm formation increases, immune defenses and antimicrobials cannot eradicate the microbial burden from the wound. This stimulates an increased inflammatory response, leading to tissue destruction and a non-healing wound. SoftOx WIS will be used primarily on early-stage wounds, in order to reduce microbial burden and prevent acute wounds from becoming chronic. In contrast, SoftOx BE will primarily be used on later-stage wounds, in order to eradicate biofilms and with a general aim towards promoting normal wound healing.

3.3.1 Risk Management in Product Development

The development process of medicinal substances harbours several risks. However, the intrinsic properties of the active chemical components in the SoftOx products are well known from both experimental studies and clinical use, as described in the literature. The active components are natural substances tolerated by the human body. By utilizing tolerated natural substances, SoftOx is able to minimize the development risk, compared to utilizing new chemical entities never exposed to the human body.

The clinical development plan was generated together with leading clinical research organizations and

physicians and discussed with competent medical authorities in order to secure the scope of the study program and to ensure optimal clinical trial design. SoftOx will increase the likelihood of regulatory approval for its medical devices and medicinal products, by adhering to the recommended standards and guidelines and establishing Quality and Risk Management Processes.

3.4 Target Markets

3.4.1 Acute Wounds

The number of acute wounds treated professionally in hospitals is 180 million annually. These consist of surgical wounds, lacerations, cancer wounds and burns. SoftOx Wound Irrigation Solutions will meet the medical need for the preventive treatment of non-infected acute wounds to avoid further complications. Every year, 40 million of these 180 million wounds become chronic. In addition, the emergence of antibiotic resistance has led to the increased need for an alternative to antibiotics.

3.4.2 Estimated Market Size for Acute Wounds

The Company estimates that the total market for wound irrigation solutions will grow to 36 million liters per year or USD 1.7 billion per year in the future.

3.4.3 Chronic Wounds

Chronic wounds fail to proceed through the normal phases of wound healing in an orderly and timely manner. The major types of chronic wounds include venous leg ulcers, diabetic foot ulcers, and pressure ulcers. Chronic wounds affect a large percentage of the population, particularly in western communities, and are a significant socio-economic burden encompassing hospitalization, patient suffering, loss of employment, reduced quality of life, and early death. This situation is further enhanced by the worldwide increase in metabolic diseases, such as diabetes and obesity, and ageing populations.

Biofilm infections are common in chronic wounds and increase disease severity by stimulating chronic inflammation at the wound site. Current treatments with antibiotics are not effective against biofilms and contribute to the development and spread of antibiotic resistant microorganisms. Novel antimicrobial agents targeting biofilms in wounds are highly needed to eliminate wound infections and restore normal wound healing.

3.4.4 Market Size of Chronic Wounds

Chronic wounds affect approximately 40 million patients worldwide. In addition to the elevated pain, suffering, reduced quality of life, risk of amputation and early death facing these patients, the direct cost of treating chronic wounds is estimated to be up to 5% of total global healthcare expenditures. The size of the wound-care market was estimated at USD 11 billion in 2017, covering direct product costs for topical wound rinses, dressings and creams, and other wound-care devices. The compound annual growth rate (CAGR) of the wound-care market is estimated at 6.3%.

3.4.5 Eczema (Dermatitis)

Eczema broadly describes an inflammation of the skin. Due to a dysfunctional immune system and an impaired protective skin barrier, eczematous skin lesions are susceptible to microbial colonization and infections, which in turn enhances disease severity. The main types of eczema are atopic eczema and allergic- or irritant-type contact eczema.

Irritant contact eczema is often found on the hands of HCWs, and is generally caused by hand hygiene procedures, including frequent hand washing, hand disinfecting, and wearing gloves. According to the World Health Organization (WHO), 25- to 55% of HCWs report dry skin and problems with contact eczema, and as many as 85% report having a history of skin problems. The consequences of hand eczema in HCWs are serious. Many employees are forced to change their jobs or quit work entirely. Hand eczema also has implications in healthcare-associated infections (HAIs). Frequent hand washing increases eczema severity, and alcohol-based disinfectants cause a burning sensation on irritated hands, both leading to reduced hand hygiene compliance rates among HCWs. Nosocomial pathogens, including Staphylococcus aureus, colonize the hands of HCWs with eczema more easily than the hands of healthy individuals, and they survive longer on damaged skin. As a result, HCWs with eczema have a high risk of acquiring microbial infections and subsequently transmitting them to patients.

SoftOx aims to become the first company to develop a wound irrigation solution (SWIS) for use as a hand hygiene product by HCWs with damaged skin.

3.4.6 Market Size of Occupational Hand Eczema in HCWs

The economic cost of hand eczema in HCWs in Germany is €8,800 per patient per year, and the condition causes 76 sick days on average per year. Studies also show that as many as 80% of those who report having hand eczema change jobs within 12 years, and 23% lose their job during the first year after the disease occurs. Today, the use of alcohol-based hand disinfectants in healthcare settings is approximately 700 million liters annually, with an estimated CAGR of 9.0%. Considering the low hand hygiene compliance rates, this is approximately 40% of the volume that the infection prevention and control authorities target. Among the major reasons for compliance failure are the presence of eczema on the hands of HCWs and the deleterious effects of repeated exposure of the skin to hand hygiene products and procedures, such as alcohol-based hand rubs. Assuming that 25% of HCWs suffer from hand eczema (as reported by the WHO), we estimate the market potential for SWIS to be 160 million liters, with a potential market value of USD 7.7 billion per year.

3.5 Business Development Plan

EXCITE International, a global collaboration of key stakeholders in medical innovation, states that over 50% of all medical devices developed in the U.S. and Europe never reach market. This is mainly because firms focus too much on the technology and regulatory requirements during product development, neglecting the demands of potential users and payers. SoftOx has therefore put particular emphasis on involving both users and payers in the product development process. SoftOx works closely with influential KOLs and values their input, with the hope that they will become strong advocates of the products when they reach market.

3.5.1 Key Opinion Leader Strategy

The SoftOx business development plan places particular emphasis on involving users, payers and regulatory experts in the product development process, to access valuable advice and knowledge for optimizing product candidates.

SoftOx has established a scientific research facility at the Costerton Biofilm Center at the University of Copenhagen in Denmark, positioning the Company at the forefront of biofilm research. The clinical program will be optimized through co-operation with international scientists and clinicians.

The Company is a member of the EXCITE International (Canada) program; membership includes evaluation of the Company's technology by EXCITE's cross-functional team of relevant stakeholders (users, payers, regulators, scientists) and advice on the design and strategy of future clinical studies.

SoftOx works with global KOLs in the fields of Infection Prevention & Control, including the European Wound Management Association (EWMA), the International Council of Nurses (ICN), and the WHO. SoftOx has recently joined the Private Organizations for Patient Safety (POPS) group at the WHO and attended the Clean Care is Safer Care (CCiSC) program, which aims to increase hand hygiene compliance and hence reduce hospital-acquired infections.

3.5.2 Distribution and Push Marketing

For distribution and push marketing, SoftOx will follow a stepwise market approach to maximize the potential of its evolving product portfolio. The core strategy of SoftOx is to focus internal resources on product development and production, and to maximize the market reach through a minimum of panregional distribution partners. The distribution partners shall perform the local marketing and sales activities and physical distribution of the products, enabling SoftOx to focus on training the potential partners on SoftOx's product portfolio and to perform pull market activities regionally (e.g., giving lectures at relevant scientific meetings and conferences). In order to obtain access to local markets, it will be necessary to establish partnerships with leading distributors of wound-care products, which have established customer relations and a culture for promoting value-creating innovations.

3.6 Quality Management

SoftOx will focus on quality assurance and risk minimization at all stages, and establish a quality management system (QMS) that meets the requirements of both medicinal products and medical device products in Europe and the U.S.A. That is to say, the QMS will be implemented in compliance with good manufacturing practice (GMP), EN ISO 13485 (QMS) and US 21CFR820.

3.7 Intellectual Property

SoftOx has implemented a broad strategy for the development of intellectual property covering various aspects of its technology. The SoftOx patent portfolio covers proprietary formulations, different methods of treatment, and methods of manufacturing a range of possible products. The focus of the SoftOx patent strategy is to create barriers to entry around formulations ofthe active ingredients and their use.

The U.S./UK based leading law company Brown Rudnick manages the SoftOx patent portfolio.

Year Event
2012 SoftOx Solutions AS was established.
Breakthrough on chemical stabilization of our unique medical substances.
First patent filed.
2013 SoftOx Solutions AS purchased all shares in Water Innovation AB (WIAB).
2014- Initial product development.
2015 Testing the Company's first disinfection product.
2016

Scientific collaboration with Costerton Biofilm Center, University of Copenhagen.
Product testing showed strong killing effects against biofilm infection models in
laboratory settings.
Company shifts its strategic focus on developing products to fight and prevent
biofilm infections.
First patents granted.
2017
Collaboration agreement with University of Copenhagen established, including
licensing of patents on the use of acetic acid in wound treatment.
Company expands its key personnel.
st half
1
year
2018


Public funding from the Research Council of Norway through the User-driven
Research based Innovation (BIA) program.
Public funding from EU – Phase I in the Horizon 2020 program.
Company finished Biocompatibility/ preclinical studies on first product leads.

3.8 Important events in the development of the Company's business

3.9 Material Agreements

License Agreement with Rigshospitalet and Bispebjerg Hospital

SoftOx entered into a license agreement with Rigshospitalet and Bispebjerg Hospital on 4 April 2017, granting SoftOx an exclusive, worldwide license to utilize the inventions covered by the PCT applications WO 2011/076216 and WO 2012/143013, including the granted patents US 9 655 840 B2 ("Wound Care Products") and EP 2 699 232 B1 ("Improved Wound Care Products") as described above. SoftOx has the right to sublicense the licensed rights to third parties.

The Company does not currently utilize the licensed patents, but they function as a protective measure for the Company's products. Furthermore, the license agreement is part of a larger cooperation with the Danish hospitals and their employees, and thus it is considered important, but not business critical.

As compensation under the agreement, SoftOx shall pay a royalty of 5% of net sales of licensed products in jurisdictions where there are valid patent claims, and 2.5% in jurisdictions where there are no valid patent claims. Furthermore, SoftOx shall pay 20% of the revenue received from sub-licensees. Moreover, SoftOx shall pay two milestone payments of DKK 225,000 each upon the second clinical trial of the licensed products and the first product launch, respectively. SoftOx shall also pay an annual maintenance fee of DKK 100,000, which shall be creditable against royalty obligations.

The agreement expires on 18 April 2032. The licensed patents will expire at about the same time. SoftOx may terminate the agreement without cause upon six months written notice. The licensor may only terminate the agreement with cause. One such cause is in the event that SoftOx does not obtain DKK 75 million in new equity prior to 4 April 2019. The Company has raised a total of NOK 35 million since entering into this agreement. The Company intends to re-negotiate the clause under the license agreement.

Consultancy Agreements with Thomas Bjarnsholt and Klaus Kirketerp-Møller

SoftOx entered into consultancy agreements with Bjarnsholt and Kirketerp-Møller, the co-inventors of the technology using acetic acid, on 8 March 2017. The agreements stipulate that Bjarnsholt and Kirketerp-Møller shall provide significant contributions to SoftOx's further development of a new antiseptic solution.

According to the agreements, Bjarnsholt and Kirketerp-Møller are each obliged to provide at least 300 man hours a year to SoftOx.

The Company will become the sole owner of all new intellectual property that is developed under the agreements. The agreements may be terminated by either party upon three months written notice. Non-compete clauses obligations apply during the term of the agreements and for two years thereafter.

4 BOARD OF DIRECTORS, MANAGEMENT AND SCIENTIFIC PARTNERS

Except for optional agreements to buy Shares in the Company (for further information see Section 7.6, "Subscription Rights, Options and Other Financial Instruments"), board members receive no compensation for their services. This is expected to change in connection with the Company's listing on Merkur Market. The new compensation will be in accordance with market conditions for holding a board member position in this kind of company. There are no other contracts between the Company and its board members.

Board member Kristian Almås, and CEO of the Company, Geir Almås, were involved in the bankruptcy of the Polish entity Pol Farm Sp.z oo ("Pol Farm") in 2009. Pol Farm was incorporated in 1994 and operated a large industrial farm in Poland. In 2009, the Polish authorities rescinded a lease agreement for a significant part of the land on which the farm operated. The loss of the lease contract, together with challenging market conditions during the financial crisis in 2008, led to one of the Pol Farm creditors petitioning for bankruptcy. In October 2009, the Regional Court in Koszalin, Poland, opened bankruptcy proceedings and declared Pol Farm bankrupt. Subsequent to the order, the assets of Pol Farm were confiscated and distributed to the creditors. Kristian and Geir Almås claimed that the authorities were not entitled to rescind the lease contract. Furthermore, Kristian and Geir Almås claimed that the court in Koszalin had no grounds to declare Pol Farm bankrupt. Their claim was backed by valuation reports from two different experts showing that Pol Farm was not bankrupt in October 2009. Kristian and Geir Almås therefore sued the Regional Court in Koszalin for approximately EUR 23 million in damages. This claim was later denied. Kristian and Geir Almås also reported to the Polish authorities that several assets of Pol Farm were removed from its facilities without being distributed to the creditors. After Kristian and Geir Almås sued for damages and raised concerns with regards to how the liquidity estate was handled, they were charged with, and eventually convicted of, embezzlement, damage to the bankruptcy estate, acting to the detriment of the bankrupt entity's creditors and failure to file for bankruptcy in a timely manner by the same court of Koszalin that the brothers had sued for damages. A request to move the case to a different court was refused and not appealable. The court found Kristian and Geir Almås guilty, and handed down a sentence of 22 months imprisonment suspended for five years.

In addition, board member Kristian Almås was the sole board member of OTJ Eiendom AS, a company that went bankrupt in 2015. OTJ Eiendom AS held receivables against Pol Farm. After Pol Farm's bankrupcy, it became clear that these receivables would not be collected, and they were ultimately reclassified by the Norwegian tax authorities. As OTJ Eiendom AS was unable to pay the tax claims that accrued based on the reclassification, the tax authorities declared the company bankrupt.

None of the other members of SoftOx's management team have been involved in matters that have resulted in, or may result in, criminal convictions or other sanctions for breaches of Norwegian or foreign securities and accounting laws; or been involved in bankruptcy or corporate insolvencies, which may be material to the assessment of whether such a person satisfies the suitability requirement pursuant to the Admission to Trading Rules.

4.1 Board Practices

Remuneration and Benefits upon Termination

Currently there are no contracts in place that provide for termination benefits for the members of the board, management or supervisory bodies.

There are no termination benefits in place or planned for non-employee members of the Board of Directors or the rest of the management group.

4.2 Corporate Governance

The company is not formally requiredto comply with the Norwegian Codeof Practice forCorporate Governance (NUES), but considers good corporate governance asimportant and a policy statement will be proposed atthe next General Meeting.

4.3 Board of Directors

Lars Johan Frigstad, COB SoftOx Solutions AS – elected 17.04.2015

MSc-study in Economics and Business Administration from the Norwegian School of Economics and Business Administration (NHH). He has held financial and management positions both within the financial markets and industrial sectors, including 20 years of experience from the geophysical and offshore industry in the publicly listed companies Petroleum Geo-Services (PGS) and SCAN Geophysical. During the last seven years, he held the position of CEO in SCAN Geophysical (a listed company with market cap of NOK 2.5 bn – founded by Frigstad). Since 2009,

he has held the position of CEO of the Norwegian oil company MOORE Energy, which he founded in 2009. Lars Johan Frigstad is shareholder and Chairman of the Board in Loyd AS, which is a shareholder in SoftOx Solutions AS.

Kristian Almås, Non-Executive Director (Co-founder and brother to CEO Geir H. Almås) – elected

21.06.2012

Lawyer, law education from the University of Oslo. He has worked over the last 30 years with property development and as investor in small and medium-sized businesses. During this period, he has held different positions as board member within branches of farming, fish farming and property holding companies. Co-founder of SoftOx Solutions AS. Before he established his own business, he worked as a corporate lawyer at WBH in Oslo, in the Norwegian Department of

Justice, and as a Deputy Judge at the District Court of Aalesund. Brother of Geir Hermod Almås. Kristian Almås is shareholder and Chairman of the Board in Dinge Invest and in Skogbrynet Eiendom AS, which are both shareholders in SoftOx Solutions AS.

Olav Jarlsby, Non-Executive Director – elected 17.04.2015

Master of Law from the University of Oslo in 1984. Worked as Attorney-at-law in the law firm Wiersholm, Det Norske Veritas and Posten Norge AS. As of December 2005, he has held the position of General Counsel of the Norwegian liquid packaging company Elopak AS. He has been a board member in various Norwegian companies within transport, logistics, IT and the production of fish meals and fish oils.

The current term for all board members expires at the 2018 annual general meeting.

The following table shows the number of Shares and options for members of the management team:

Name of board
member
Board position Shareholding in
the company
(%)
Options
(yes/no)
Lars Johan
Frigstad
Chair 3.17% Yes – 1229
options
Kristian Almås Board member 37.64% No
Olav Jarlsby Board member - Yes – 482
options

4.4 Management

Geir Hermod Almås, Chief Executive Officer (Co-founder and inventor)

MSc Business Administration, Norwegian Business School (BI), and Charted Accountant ("statsautorisert revisor"), Norwegian School of Economics and Business Administration (NHH). Worked five years as an auditor for Coopers & Lybrand (now PwC) and nine years with governance, risk management and compliance (GRC), including seven years as Risk Manager in KLP Asset Management. He has spent the last nine years working in business development in Norway and Poland, including four years as CEO and part owner of a

Polish company with 150 employees. Co-founder of the SoftOx Group in 2008. Brother of Kristian Almås. Owner and Chairman of the Board in Hermod Farms AS.

Glenn Gundersen, Director of Medical Affairs

PhD Molecular and Cellular Biology, University of Oslo. Over 25 years of experience from the biotech and pharmaceutical industry, ranging from Big Pharma to small and mid-sized biotech companies. He worked ten years as Head of Business for the Unit Oncology drug portfolio at Bristol-Myers Squibb, Norway, 3.5 years as Director of Pharmaceutical Development at Biotec Pharmacon, nine years as Head of Medical at Biogen, Norway. His medical and scientific focus areas have been oncology, and immunology/inflammation,

including: wounds/ulcers and multiple sclerosis, and he has achieved wide experience and insights into the entire value chain of pharmaceutical development.

Hans Petter Grette, Business Development and Marketing Director

Manager in SoftOx since 2015.

MSc Business Administration, Norwegian Business School (BI), AGSIM (American Graduate School of International Management – Thunderbird), Arizona, USA. Twenty years' marketing and top management background from Lilleborg AS (Orkla). From 1994-2000 consumer marketing and logistics, then Marketing Manager and Marketing Director of Lilleborg Professional, on the B2B side and clear market leader in the professional cleaning and hygiene sector. Chief Marketing

Anne Aasprong, Director of Operations and Quality Assurance Manager

MSc Chemical Engineering, Biotechnology, Norwegian University of Science and Technology (NTNU), Executive Master of Management, Norwegian Business School (BI). Twenty years of business experience in FMCG and the pharmaceutical industry within supply chain management, product development, and quality management. 1997-2005 Ringnes (Orkla/Carlsberg), Innovation Manager from 2000, 2005-2008 Development Manager at Axellus (form. Peter Möller), 2008-2014 Head of Portfolio Management and

Program Manager at Xellia Pharmaceuticals (form. Alpharma).

Magnus Mustafa Fazli, Head of Research

PhD in Medical Microbiology, University of Copenhagen, MSc in Biotech Engineering, Technical University of Denmark, MSc in Business Administration & Bioentrepreneurship, Copenhagen Business School. More than ten years of experience in biofilm research. In his PhD, he specialized in chronic wound biofilms, and later worked as a postdoctoral fellow at the Costerton Biofilm Center with a research focus on the molecular mechanisms of biofilm formation and antibiotic

tolerance in pathogenic bacteria that cause chronic respiratory infections. Furthermore, he has recently complemented his life science background with a Master's degree in Bio-Business from the Copenhagen Business School.

Beate Rygg Johnsen, Strategic Business Development Director

Cand. Scient. in Chemistry, Biochemistry, University of Oslo. Master of Management Program, Norwegian Business School (BI). Twenty-five years of experience from biotech and pharmaceutical global industries with proteomics and anti-infectives as respective focal areas. Positions include Head of Portfolio Management and Strategic Planning Manager in Xellia Pharmaceuticals (2008-2017). Head of the Business Area of Proteomics and Strategic Marketing Manager in Dynal, Invitrogen (1993-2008). She has extensive experience investigating new business opportunities and working with business strategies. Her experience ranges from idea generation and innovation, through

product development to successful strategic marketing and product commercialization.

Name Position Shareholding in the
company (%)
Options
Geir Hermod Almås Chief Executive
Officer
17.36% 2407 options
Hans Petter Grette Sales and Marketing
Director
3.22% 852 options
Anne Aasprong Director of Operations 0.16% 100 options
Magnus Mustafa Fazli Head of Research - 200 options
Glenn Gundersen Director of Medical
Affairs
0.20% 300 options

4.5 Scientific Partners

The Company's scientific partners are carefully selected after a screening of relevant professionals in the Scandinavian academic community. The scientific partners have entered into an advisory board agreement with the Company plus a normal consultancy agreement based on market conditions. Since both Klaus Kirketerp-Møller and Thomas Bjarnsholt brought IP rights with them into the partnership, they have direct and indirect royalty agreements for several of the Group's patents. As part of the advisory board agreement, members also hold options to buy Shares in the Company. Details are disclosed under Section 7.6.

Thomas Bjarnsholt, Professor, DMSc. at the University of Copenhagen and Copenhagen University Hospital

DMSc and PhD, Professor at Costerton Biofilm Center – Department of Immunology and Microbiology, University of Copenhagen and Department of Clinical Microbiology, Copenhagen University Hospital, Denmark. Co-inventor of the technology which uses acetic acid together with another antimicrobial to fight biofilms in chronic wounds. Expert in the role of bacterial and fungal biofilms in chronic infections, with over 135 peer-reviewed publications in the biofilm field,

including the recent European Society of Clinical Microbiology and Infectious Diseases (ESCMID) guidelines for biofilm treatment. Founder of the Danish Biofilm Workgroup, and of the "Biofilm Test Facility". Bjarnsholt is the chairman of the ESCMID Study Group for Biofilms, and a member of the Global Wound Biofilm

Dr. Klaus Kirketerp-Møller, MD, Faculty of Health, University of Copenhagen

MD, Faculty of Health, University of Copenhagen. Specialist of Orthopaedic Surgery, Consultant and Chief Surgeon at Copenhagen Wound Healing Center, Bispebjerg University Hospital in Copenhagen, Denmark. Co-inventor of the technology which uses acetic acid together with another antimicrobial to fight biofilms in chronic wounds. Since 2007, Kirketerp-Møller has mainly concentrated his research on chronic wounds and bacterial biofilm. He is co-founder of the Association of Diabetic Foot Surgeons and of the Danish Society

of Orthopaedic Infection Surgery. Chair of the Nordic Diabetic Foot Task Force. President of the European Bone and Joint Infection Society 2015-2017, and chairman of the Diabetic Foot Study Group under EASD 2016-2019. He is also a member of the Danish Diabetes Council.

Anna Stenstam, PhD in Organic Chemistry from the University of Lund

PhD in Physical Chemistry from the University of Lund. She has been CEO of CR Competence since 2005 and since 2009 has worked on a consultancy basis for SoftOx with particular focus on product development, patenting and stability, as well as registration of SoftOx as a medical device in the EU. Stenstam has specific experience with medical technology, cosmetic products and the registration of medical devices.

Dr. Jonas Ahl, PhD in Infectious Diseases, MD at Skåne University Hospital

PhD in Infectious Diseases, MD and Senior Consultant at the Department of Infectious Diseases, Skåne University Hospital. Principal for Skåne University Hospital's specialist training program. Principal Investigator for OSPIS, a study of community-acquired pneumonia in Skåne. 2010-2015 Chairman of the National Educational Board for Infectious Diseases, Infectious Disease Society of Sweden. Medical advisor in SoftOx regarding product development, selection of

applications for development, and advisor in designing and planning programs for clinical testing.

Erik Sturegård, MD with specialist degree in Clinical Bacteriology and Clinical Virology

MD with specialist degree in Clinical Bacteriology and Clinical Virology. PhD and Associate Professor in Clinical Microbiology at Lund University. Senior Consultant at the Regional Centre for Disease Control and Hospital Hygiene, Skåne, Sweden. Senior Consultant and Head of the Tuberculosis Laboratory at Clinical Microbiology, Lund, Sweden. Board member for the educational program of medical students at Lund University. Medical advisor for SoftOx regarding product development for preventing hospital infections and the spread of antimicrobial

resistance.

Eskil Zapffe, Chairman of the Advisory Board

Eskil Zapffe is currently working as an executive advisor. He has broad experience from both B2B- and

B2C-operations, with leadership positions in several companies and functions across the value chain. This includes CEO of Jøtul AS, CEO of Orkla Home and Personal Care, CEO of Lilleborg Professional, as well as functional roles such as works director, export manager and technical manager. He also has experience from several board positions in companies working with both local and global markets. He is educated within industrial engineering (Siv. Ing), and has a Master's degree within strategy and leadership.

Board of director affiliates

SoftOx Solutions AS Denmark, Chairman of the Board Geir Hermod Almås, Vice Chairman Glenn Gundersen and member of the board and Managing Director Hans Petter Grette. Wiab Water Innovation AB, Chairman of the Board Geir Hermod Almås, board member Kristian Almås.

4.6 Shareholders

SoftOx Solutions AS has a share capital of NOK 75,173 divided into 75,173 Shares, each with a nominal value of NOK 1.00. A total of 685 Shares, each with a nominal value of NOK 1.00, has been subscribed for, and will be issued under the outstanding board authorization following registration in the Norwegian Register of Business Enterprises.

The following table below shows the top 20 shareholders of the company:

NAME OF OWNER NO OF SHARES % OWNERSHIP COMMENTS
1 DINGE INVEST AS 16 997 22,61 K. ALMÅS, BOD
2 HERMOD FARMS AS 11 762 15,65 G. ALMÅS, CEO
3 ALMÅS, KRISTIAN 5 300 7,05 K. ALMÅS, BOD
4 BIGNAMI, ADRIAN 3 839 5,11 A. BIGNAMI, BOD
5 CS-HOLDING AS 3 750 4,99
6 SKOGBRYNET EIENDOM AS 3 076 4,09 K. ALMÅS, BOD
7 NORDISKE RENHOLDSPROUKTER AS 2 428 3,23 H.P. GRETTE, EMPLOYEE
8 LOYD AS 2 385 3,17 L.J FRIGSTAD, BOD
9 GEMALLO AS 2 119 2,82
10 PENSJONSORDNINGEN FOR APOTEKVIRKSOMHET 2 000 2,66
11 RESULTING AS 1 232 1,64 E. ZAPFFE, ADVISORY BOARD
12 XO EXECUTIVE ADVISORS AS 1 108 1,47 T. NORDBERG, BOD
13 HERKULES CONFEKTIONSFABRIKKER AS 1 105 1,47
14 NAVUS AS 1 100 1,46
15 WL-01 HOLDING AS 934 1,24
16 IHLEN, HELENE KRISTIN 840 1,12
17 HAREFRØKEN INVEST AS 792 1,05
18 JANSEN, GYDA 672 0,89
19 PETROSERVICE AS 666 0,89
20 ØSTLANDSKE PENSJONISTBOLIGER AS 666 0,89
62 771 83,50
OTHER SHAREHOLDERS 12 402 16,50
TOTAL TOTAL ALL SHAREHLDERS 75 173 100,00

The original founders, Kristian and Geir Almås, control with family 56.12% of the Shares and are also the largest single investors in the Company.

The Company currently has 8,547 options in issue. All options are held by shareholders, employees and consultants in the Company.

5 INFORMATION

5.1 Historical Financial Information

This Admission Document includes the audited financial statements for the Company and its wholly-owned subsidiary WIAB Water Innovation AB on a consolidated basis for the financial years 2016 and 2017 (the "Financial Statements"). The Financial Statements for the Group are prepared in accordance with NGAAP.

The following tables present selected financial information of the Group.

5.1.1 Profit and Loss Statements

Operating revenues and expenses 2017 2016
Other operating revenues 1 000 101 000
Total operating revenues 1 000 101 000
Operating expenses
Salary expenses 4 079 420 2 938 527
Other operating expenses 8 121 056 5 736 096
Depreciations 845 567 311 501
Depreciations goodwill 123 535 123 535
Total operating expenses 13 169 577 9 109 659
Operating profit -13 168 577 -9 008 659
Financial income and expenses
Other interest income 6 150 3 362
Other financial income 20 040 98 612
Other interest expenses -28 893 17
Other financial expenses -800
Net financial income/expenses -3 503 101 991
Net profit before tax -13 172 081 -8 906 668
Tax 3 763 814 2 691 254
Net profit after tax -9 408 266 -6 215 414
Extraordinary income and expenses
Net profit (loss) -9 408 266 -6 215 414
Employees 5 4

5.1.2 Balance Sheets

Non-current assets 2017 2016
Intangible assets
Other intangible assets 2 869 026 1 965 107
Deferred tax asset 7 802 120 4 038 306
Goodwill from acquisition of subsidiary - 123 535
Total intangible assets 10 671 146 6 126 948
Fixed assets
Production equipment 471 660 585 562
Total fixed assets 471 660 585 562
Total non-current assets 11 142 806 6 712 509
Total non-current assets 11 142 806 6 712 509
Current assets
Receivables
Other current receivables 2 796 294 1 845 383
Total receivables 2 796 294 1 845 383
Cash and cash equivalents 17 098 270 301 987
Total current assets 19 894 563 2 147 369
Total assets 31 037 369 8 859 878
Equity and liabilities 2017 2016
Equity paid in
Share capital 49 770 43 659
Share capital, not registered - 1 702
Share premium 47 477 300 10 445 437
Share premium, not registered 3 329 348
Total equity paid in 47 527 070 13 820 146
Retained earnings
Other equity -20 680 667 -11 339 035
Total retained earnings -20 680 667 -11 339 035
Total equity 26 846 403 2 481 111
Liabilities
Current Liabilities
Public duties payable 233 206 286 938
Other current liabilities 760 356 4 412 707
Accounts payable 3 197 405 1 679 122
Total current liabilities 4 190 966 6 378 767
Total liabilities 4 190 966 6 378 767
Total equity and liabilities 31 037 369 8 859 878

5.1.3 Cash Flow Statements

Group
2017 2016 2017
-13 172 081
969 102
-950 911
-2 187 801
-15 849 846 -3 197 884 -15 341 691
-1 485 647
-1 015 387 -3 462 018 -1 485 647
33 706 924
-83 303
33 623 621
16 841 691 -1 971 501 16 796 283
245 363 2 216 864 301 987
17 098 270
-13 093 694
-954 558
-1 801 594
-1 015 387
33 706 924
33 706 924
17 087 054
Parent company
-5 851 063
-1 535 593
4 188 771
-3 462 018
4 352 400
336 001
4 688 401
245 363

5.2 Summary of Accounting Policies

The Company prepares annual consolidated financial statements in accordance with the Norwegian Accounting Act and Norwegian GAAP. The Company follows the accounting legislation for smaller companies. The consolidated financial statements are based on historical cost basis. The preparations of financial statements require the use of estimates which, by definition, seldom equal actual results. Management also needs to exercise judgement in applying the Group's accounting principles.

The accounting policies are presented in more detail in the consolidated financial statements in attachment A.

5.3 Significant Changes in the Group's Financial or Trading Position since 31.12.17

The Company has applied for and received a BIA (User-driven Research based Innovation) grant from Forskningsrådet (the Research Council of Norway). The Research Council of Norway will now start negotiations with 46 applicants (from a total of 160), including SoftOx Solutions AS. The Company's project "SoftOx Biofilm Eradicator - Development of antimicrobial drug substance for eradication of biofilm in chronic wounds" has applied for an amount of up to NOK 16 million.

SoftOx was granted Euro 50,000 in March 2018 for Phase I in the EU Horizon 2020 program for its Wound Irrigation Solution product range.

The Company has established a new subsidiary in Denmark in January 2018: SoftOx Solutions Denmark AS. The subsidiary has a share capital of DKK 500,000.

5.4 Auditing of Historical Annual Financial Information

The Company's historical financial information has been audited.

5.5 Dividend Policy

The Company does not have a dividend policy and has no restrictions as to the distribution of dividends. As an early stage company with significant ambitions for new product developments and sales growth, the Company does not intend to make dividend distributions in the foreseeable future. This decision is based on management's belief that shareholder value will be enhanced by investing the Company's cash in growth opportunities.

5.6 Working Capital Statement

The Group is of the opinion that the working capital available to the Group is sufficient for the Group's present requirements, for the period covering at least 12 months from the date of this Admission Document.

6 INFORMATION CONCERNING THE SECURITIES ADMITTED TO TRADING

6.1 General

As of the date of this Admission Document, the Company's share capital is NOK 75,173 divided among 75,173 Shares, each having a par value of NOK 1.00. The Company has one class of shares, equal in all respects, and each Share carries one vote at the Company's general meeting.

The Company's Shares are fully paid and issued in accordance with the Norwegian Private Limited Liability Companies Act. The Company will not issue any new securities in relation to applying for listing on Merkur Market, and the Company's Shares will not be subject to any stabilization in connection with the listing.

No sale, offer to subscribe for, or any other issuance of Shares in the Company will be made in connection with the listing on Merkur Market. The Company has not made any agreements or arrangements on price stabilization in connection with the listing on Merkur Market.

6.2 Transferability of the Shares

There are no restrictions on the free transferability of the Company's Shares.

6.3 Admission to Trading and Dealing Arrangements

It is estimated that the first day of trading of the Company's Shares on Merkur Market will be 1 June 2018. The Company's Shares will be traded under the ticker code "SOFTOX-ME". No Shares or any interest in Shares of the Company are listed, and no application has been filed for listing, on any other stock exchange or regulated market than Merkur Market.

6.4 Share Registrar and Securities Number

The Company's Shares are registered in book-entry form with the VPS with International Security Identification Number (ISIN) NO 001 0748866. The registrar for the Company's Shares is Sparebanken 1 Markets, Olav Vs gate 5, P.O. Box 1398 Vika, N-0114 Oslo, Norway. The Company has not entered into any underwriting agreements, stabilization agreements, market making agreements or similar agreements for trading of its Shares on Merkur Market.

6.5 Applicable Legislation on Forced Transfer of Shares

The Shares are subject to the provisions on compulsory transfer of shares as set out in the Norwegian Private Limited Liability Companies Act.

If a private limited company alone, or through subsidiaries, owns 9/10 or more of the shares in a subsidiary, and may exercise a corresponding part of the votes that may be cast in the general meeting, the board of directors of the parent company may resolve that the parent company shall take over the remaining shares in the company.

7 CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL

7.1 Company Corporate Registration

The Company's registered name is SoftOx Solutions AS. The Company is organized as a limited liability company ("aksjeselskap" or "AS") in accordance with the Norwegian Limited Liability Companies Act. The Company was registered with the Company Registry under company organization no. 998 516 390 on 21 June 2012.

The Company's address and contact details are:

SoftOx Solutions AS Hoffsveien 1A N-0275 Oslo, Norway NO: (+47) 977 59 071

7.2 Organizational and Legal Structure

SoftOx Solutions AS is an operational company focusing on research and development and has six employees. SoftOx Solutions AS was established in 2012.

SoftOx Solutions AS is the 100% owner of WIAB Water Innovation AB. WIAB Water Innovation AB was established in 2008. WIAB Water Innovation AB was the original of the two companies, and all product development and intellectual properties are registered with this company.

SoftOx Solutions AS is the 100% owner of SoftOx Solutions Denmark AS. The subsidiary was established in 2018 and has a share capital of DKK 500,000.

Other than the two subsidiaries, the Company does not have direct or indirect ownership interests. There are no other companies within the Group.

7.3 The Shares and the Share Capital

As of the date of this Admission Document, the Company's share capital is NOK 75,173 divided among 75,173 Shares each having a par value of NOK 1.00. All of the Company's Shares are ordinary SoftOx Solution AS shares with ISIN NO 0010811961. All of the Company's Shares have been fully paid.

There are no Shares held by, or on behalf of, the Company itself or by subsidiaries of the Company. There are no Shares that do not represent capital.

The Company has currently 8,547 options in issue. All options are held by shareholders, employees and consultants in the company. Further details are included under Section 7.6 below.

7.4 Development in the Share Capital

The following table shows the development of the Company's share capital since its inception:

Period Invested amount Share price No of shares
2012-2013 30 000 1 30 000
Autumn 2014 1 650 000 500 3 300
Autumn 2014 2 652 762 516 5 145
Spring 2015 3 775 300 950 3 974
Autumn 2015 560 000 1 400 400
Winter 2016 1 963 800 1 800 1 091
Spring 2016 2 191 450 2 050 1 069
Winter 2017 7 713 600 2 400 3 214
Spring 2017 1 994 400 1 800 1 108
Summer 2017 1 125 600 2 400 469
Registered 31.12.2017 23 656 912 49 770
Registered 2018 8 713 1 8 713
Registered 2018 25 035 000 1 500 16 690
Total 48 700 625 75 173

7.5 Board Authorization to Issue Shares

On 29 November 2017, the EGM authorized the Board of Directors' proposal to increase the Company's share capital with up to NOK 10,000, by issuance of up to 10,000 new Shares each having a par value of NOK 1.00. The authorization is valid until the 2018 annual general meeting, but is not valid past 30 June 2018.

A total of 685 Shares, each with a nominal value of NOK 1.00, has been subscribed for, and will be issued under the outstanding board authorization following registration in the Norwegian Register of Business Enterprises. Consequently, the board has authorization to issue a further 9,315 Shares.

The share subscription price must be at least NOK 1500 per share. The board authorization can also be used for subscription of options at the agreed strike price. Within its limits, the authorization may be utilized several times. The authorization is valid until 30 June 2018.

7.6 Subscription Rights, Options and Other Financial Instruments

The Company has currently 8,547 options in issue. All options are held by shareholders, employees and consultants in the Company. The Company has not implemented an employee share option plan, but has granted options upon commencement of employment.

Current options issued by the Company to consultants and employees as financial compensation are as follows:

Counterpart Date of Issue Expiration
date
Strike Amount of
options
Hermod Farms As, Geir Hermod Almås,
CEO
01.09.2017 31.12.2019 3,150.- 494
Hermod Farms As, Geir Hermod Almås,
CEO
01.09.2017 01.12.2020 3,700.- 913
Geir Hermod Almås, CEO 30.03.2017 31.12.2020 4,500.- 1,000
Loyd AS, Lars Johan Frigstad, CoB 01.09.2017 31.12.2019 3,150.- 615
Lars Johan Frigstad, CoB 09.02.2015 31.12.2019 640.- 614
Nordiske Renholdsprodukter AS, Hans
Petter Grette, Marketing Director
01.09.2017 01.12.2020 3,300.- 552
Hans Petter Grette, Marketing Director 30.03.2017 31.12.2020 4,500.- 300
Ingrid Juven, Consultant 01.11.2015 01.12.2020 640.- 1,400
Eskil Zapffe, Advisory Board 11.11.2014 31.12.2019 640.- 482
Resulting AS, Advisory Board 01.09.2017 01.12.2020 3,250.- 55
Olav Jarlsby, BoD 13.02.2015 01.12.2020 640.- 482
Thomas Bjarnsholt, Advisory Board 30.03.2017 31.12.2021 2,400.- 400
Klaus Kirketerp Møller, Advisory Board 30.03.2017 31.12.2021 2,400.- 400
Glenn Gundersen, Director of Medical
Affairs
30.06.2017 31.12.2020 2,400.- 300
Anne Aasprong, Director of Operations and
Quality Assurance Manager
30.03.2017 31.12.2020 4,500.- 100
Inge Næsset, Advisory Board 08.12.2014 31.12.2019 640.- 60
Jonas Ahl, Advisory Board 18.01.2016 01.12.2020 1,400.- 60
Susanne Werner, Consultant 30.03.2017 31.12.2020 1,800.- 60
Erik Sturegård, Advisory Board 30.03.2017 31.12.2020 1,800.- 60
Magnus Mustafa Fazli, Head of Research 30.03.2017 31.12.2020 2,400.- 200
Total amount of options issued 8,547

7.7 Articles of Association

According to the Articles of Association Section 3, the Company's activities are: The research, development, production, sales, marketing and licensing of products for use in human or veterinary medicine, including medical drugs, medical equipment and products for disinfection, and all activities that can be related to this. The activities can be carried out directly or through investments in subsidiaries or other businesses.

The Company has a single class of shares. Shareholders have the right to attend shareholder meetings, to vote their Shares either in person or by proxy, receive financial statements, and have all of the other rights provided by the Norwegian Limited Liability Companies Act.

The General Assembly is convened by written notification to all shareholders with known address. The notice shall specify the time and place of the meeting. Notice of the meeting shall be sent at least one week prior to the meeting. The notice shall specify the matters to be discussed at the AGM. Proposal to amend the Articles may be reproduced in the notice. The board shall prepare proposals for the agenda in accordance with the provisions of the law and statutes.

A shareholder has the right to have questions addressed at the General Assembly. The matter shall be reported in writing to the board within seven days prior to the deadline of the notice, together with a proposed decision or a reason for the question being put on the agenda. If the notice has already taken place, a new notice shall be sent out if the deadline for the summons has not expired. A shareholder has the right to put forward proposals for a decision. The General Assembly is opened by the chairman or by someone appointed by the Board of Directors. The General Assembly shall elect a chairman, who need not be a shareholder.

All other shareholder rights are determined by the Norwegian Limited Liability Companies Act. There are no restrictions on transfers of shares. Other than what follows from the Norwegian Private Limited Liability Companies Act, there are no conditions necessary to change the rights of holders of the shares.

The Company's Articles of Association do not contain any provisions that would have the effect of delaying, deferring or preventing a change in control of the issuer. Furthermore, there are no provisions governing the ownership threshold above which shareholder ownership must be disclosed in the Articles of Association.

There are no conditions imposed by the Articles of Association governing changes in the capital, where conditions are more stringent than what is required by law.

8 TAXATION

8.1 General

This chapter summarizes certain Norwegian tax matters related to the purchase, holding and disposal of shares. The statements herein are, unless otherwise stated, based on laws, rules and regulations in force in Norway as of the date of this prospectus and are subject to any changes in law occurring after such date. Such changes could possibly be made on a retrospective basis. This summary does not address foreign tax laws.

The summary in this chapter uses tax rates for 2018.

The following summary is of a general nature and does not purport to be a comprehensive description of all Norwegian tax considerations that may be relevant for a decision to acquire, own or dispose of Shares. Shareholders who wish to clarify their own tax situation should consult with and rely upon their own tax advisors. Shareholders resident in jurisdictions other than Norway should consult with and rely upon local tax advisors with respect to the tax position in their country of residence.

Please note that for the purpose of the summary below, a reference to a Norwegian or non-Norwegian shareholder refers to the tax residency rather than the nationality of the shareholder.

8.2 Taxation of Dividends

8.2.1 Norwegian Personal Shareholders

Dividends distributed to shareholders who are individual's resident in Norway for tax purposes ("Norwegian Personal Shareholders") are taxable in Norway at an effective tax rate of 30.59% to the extent that the dividends exceed a tax-free allowance. The dividend received, less the tax-free allowance, shall be multiplied by 1.33, which is then included as ordinary income taxable at a flat rate of 23%, increasing the effective rate on dividends received by Norwegian Personal Shareholders to 30.59%.

The tax free allowance is calculated on a share-by-share basis. The allowance for each share is equal to the cost price of the share multiplied by a risk-free interest rate, based on the effective rate after tax of interest on treasury bills (Nw. statskasseveksler) with three months maturity (from 2017: the interest rate is increased by 0.5%). The allowance is calculated for each calendar year, and is allocated solely to Norwegian Personal Shareholders holding shares at the expiration of the relevant calendar year.

Norwegian Personal Shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer. Any part of the calculated allowance exceeding the dividend distributed on the shares, may be carried forward one year and set off against future dividends received on, or gains upon realization of, the same shares.

8.2.2 Norwegian Corporate Shareholders

Dividends distributed to shareholders who are limited liability companies (and certain other similar entities) resident in Norway for tax purposes ("Norwegian Corporate Shareholders"), are effectively taxed at a rate of 0.69% (3% of dividend income from such shares is included in the calculation of ordinary income for Norwegian Corporate Shareholders and ordinary income is subject to tax at a flat rate of 23%).

8.2.3 Non-Norwegian Personal Shareholders

Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes ("Non-Norwegian Personal Shareholders"), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. The withholding obligation lies with the company distributing the dividends and the Company assumes this obligation.

Non-Norwegian Personal Shareholders resident within the EEA for tax purposes may apply individually to Norwegian tax authorities for a refund of an amount corresponding to the calculated tax-free allowance on each individual share (please see Section 8.2.1 "Norwegian Personal Shareholders" above). However, the deduction for the tax-free allowance does not apply in the event that the withholding tax rate, pursuant to an applicable tax treaty, leads to a lower taxation of dividends than the withholding tax rate of 25% less the tax-free allowance.

Non-Norwegian Personal Shareholders carrying on business activities in Norway, where the shares are effectively connected with such activities, will be subject to the same taxation dividends as Norwegian Personal Shareholders, as described in Section 8.2.1 "Norwegian Personal Shareholders" above. Non-Norwegian Personal Shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty, may apply to the Norwegian tax authorities for a refund of excess withholding tax deducted.

8.2.4 Non-Norwegian Corporate Shareholders

Dividends distributed to shareholders who are limited liability companies (and certain other entities) not resident in Norway for tax purposes ("Non-Norwegian Corporate Shareholders"), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident.

Dividends distributed to Non-Norwegian Corporate Shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax, provided that the shareholders are the beneficial owners of the shares and are genuinely established with genuine economic business activities within the relevant EEA jurisdiction.

If a Non-Norwegian Corporate Shareholder carries on business activities in Norway and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation of dividends as a Norwegian Corporate Shareholder, as described in Section 8.2.2 "Norwegian Corporate Shareholders" above.

Non-Norwegian Corporate Shareholders who have suffered a higher withholding tax than set out in

the applicable tax treaty, may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.

Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval from the Norwegian Tax Directorate for the dividend to be subject to a lower withholding tax rate. To obtain such approval, the nominee is required to file a summary with the tax authorities, including all beneficial owners that are subject to withholding tax at a reduced rate.

The withholding obligation with respect to dividends to Non-Norwegian Corporate Shareholders and on nominee registered shares lies with the company distributing the dividends and the Company assumes this obligation.

8.3 Taxation of Capital Gains on Realization of Shares

8.3.1 Norwegian Personal Shareholders

The new rules in Norway from 2017 give owners of shares listed at a stock exchange the option of delaying taxation (Aksjesparekonto). These rules will not apply for shares at Merkur Market (as it is a multilateral trading facility (MTF) and not a stock exchange or a regulated market place, as defined by the EU).

Sale, redemption or other disposal of shares at Merkur Market is considered realization for Norwegian tax purposes. A capital gain or loss generated by a Norwegian Personal Shareholder through disposal of shares is included in, or deducted from, the basis for computation of ordinary income in the year of realization. As with taxation of dividends disbursed to Norwegian Personal Shareholders (described in Section 8.2.1 "Norwegian Personal Shareholders" above), the effective tax rate is currently 30.59% (capital gains, less the tax-free allowance). Losses are multiplied by 1.33, and then included or deducted from the Norwegian Personal Shareholders ordinary income, which is taxable at a flat rate of 23%. Gains are taxable and losses are deductible, irrespective of the duration of the ownership of the shares disposed of.

Gain or loss is calculated as the difference between the consideration for the share and the cost price (including costs incurred in relation to the acquisition or realization of the share). From this capital gain, Norwegian Personal Shareholders are entitled to deduct a calculated allowance, provided that such an allowance has not already been used to reduce taxable dividend income. Please refer to Section 8.2.1 "Norwegian Personal Shareholders" for a description of the calculation of the allowance. The allowance may only be deducted in order to reduce a taxable gain calculated upon the realization of the share, and may not be deducted to produce or increase a loss for tax purposes, i.e., any unused allowance exceeding the capital gain upon the realization of a share will be annulled.

8.3.2 Norwegian Corporate Shareholders

Norwegian Corporate Shareholders are exempt from tax on capital gains generated through the realization of shares qualifying for participation exemption. Losses upon the realization and costs incurred in connection with the purchase and realization of such shares are not deductible for tax purposes.

8.3.3 Non-Norwegian Personal Shareholders

Capital gains from sale or other disposals made by a Non-Norwegian Personal Shareholder are not subject to taxation in Norway. However, a tax liability in Norway may arise if the shares are held in connection with business activities carried out in or managed from Norway.

8.3.4 Non-Norwegian Corporate Shareholders

Capital gains generated through realization of shares by Non-Norwegian Corporate Shareholders are not subject to taxation in Norway.

8.4 Net Wealth Tax

Norwegian Personal Shareholders are subject to net wealth tax. The marginal net wealth tax is currently 0.85% of the value assessed. When calculating the net wealth tax base, shares in companies admitted to trading on Merkur Market (a multilateral trading facility (MTF) and not a stock exchange or a regulated market place, as defined by the EU) are valued to the shares' initial acquisition cost (compared to the market price of the shares as of 1 January in the year of the assessment). This is how shares in companies listed on a stock exchange or regulated market place, as defined by the EU, are valuated for the purpose of calculating the net wealth tax base.

Norwegian Corporate Shareholders are not subject to net wealth tax.

Shareholders not resident in Norway for tax purposes are, at the outset, not subject to Norwegian net wealth tax. Non-Norwegian Personal Shareholders may however be subject to net wealth tax if the shares are held in connection with a business, or connected to the conduct of trade, in Norway.

8.5 Duties on Transfer of Shares

No stamp duty or similar duties are currently imposed in Norway on the transfer or issuance of Shares in the Company.

8.6 Inheritance Tax

A transfer of shares through inheritance or as a gift does not give rise to inheritance or gift tax in Norway.

9 ADDITIONAL INFORMATION

9.1 Advisors

The law firm Wiersholm, Dokkveien 1, N-0250 Oslo, Norway, serves as the Company's legal advisor in connection with the admission for trading on Merkur Market.

9.2 Auditors

The Company's auditor is Berge & Lundal revisjonsselskap AS by partner Hans Berge, Rosenkrantz gate 20, N-0160 Oslo, Norway. The auditor was elected 17 October 2014. Berge & Lundal revisjonsselskap AS is a member of GMN International.

The subsidiary WIAB Water Innovation AB's auditor is JHM Revision by Johan Henriksson, Engelbrektsgatan 15, 211 33 Malmø, Sweden.

9.3 Expert Statements

This Admission Document makes no reference to reports, letters, valuations or statements prepared by any expert at the request of the Company.

10 DEFINITIONS AND GLOSSARY OF TERMS

  • Microbe: A microbe, or microorganism, is a microscopic organism which may exist in its singlecelled form or in a colony of cells.
  • Biofilm: A biofilm comprises any group of microorganisms in which cells stick to each other and often also to a surface. These adherent cells become embedded within a slimy extracellular matrix that is composed of extracellular polymeric substances.
  • Planktonic state: A type of microbial lifestyle where microorganisms float as single cells in a liquid medium.
  • Antimicrobial effect: An agent's ability to kill microorganisms.
  • Antimicrobial Resistance: Antimicrobial resistance (AMR or AR) is the ability of a microbe to resist the effects of medication that has previously been used to treat them.
  • Antimicrobial cross resistance: Cross-resistance is the tolerance to a usually toxic substance as a result of exposure to a similarly acting substance. It is a phenomenon affecting, e.g., pesticides and antibiotics.
  • Bacteriological burden (or bioburden): Bioburden is normally defined as the number of microorganisms living on a surface that has not been sterilized.
  • Biocompatible: (especially of material used in surgical implants) not harmful or toxic to living tissue.
  • Chronic wounds: A chronic wound is a wound that does not heal in an orderly set of stages and in a predictable amount of time the way most wounds do; wounds that do not heal within three months are often considered chronic.
  • Acute wounds: Acute wounds are defined as disruptions in the integrity of the skin and underlying tissues that heal uneventfully with time. The acute surgical wound is an example of a healthy wound in which healing can be encouraged.
  • Eczema: a medical condition in which patches of skin become rough and inflamed with blisters which cause itching and bleeding.
  • Occupational hand eczema: Occupational hand eczema (OHE) refers to eczema caused or aggravated by work and resulting in sick leave.
  • KOL: Key Opinion Leaders. Experts and influencers among peers due to cutting-edge knowledge of scientific research and/or clinical expertise within a certain field.
  • WHO: World Health Organization. United Nations agency, concerned with international public health. Established on 7 April 1948 and headquartered in Geneva, Switzerland.
  • EXCITE International: Toronto-based, not-for-profit, global collaboration of key stakeholders, innovators/industry, regulators, payers, health systems, patients, scientists and end-users working together in the premarket space to change the paradigm of health technology innovation and adoption. Helping innovators of breakthrough technologies achieve

accelerated adoption with greater certainty, at a lower cost. Faster market adoption improves patient outcomes and drives health system efficiencies.