Observe Medical ASA: Allocation of offer shares to primary insiders and close associates, disclosure of large shareholding and mandatory notification of trade

Oslo, 3 July 2025

Reference is made to the stock exchange announcement by Observe Medical ASA ("Observe Medical" or the "Company", OSE ticker: OBSVR) on 11 June 2025 regarding the successfully placed private placement (the "Private Placement") of 72,890,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 0.50 per Offer Share for gross proceeds totalling NOK 36,445,000.

As stated in the announcement, the completion of the Private Placement was, inter alia, subject to the extraordinary general meeting of the Company (the "EGM") resolving to increase the Company's share capital by issuing the Offer Shares, including 10,000,000 new shares to Navamedic ASA in connection with a loan conversion (the "Navamedic Conversion Shares"). Such share capital increases were resolved by the EGM earlier today, as announced by the Company.

In connection with the completion of the Private Placement, certain primary insiders and close associates were conditionally allocated Offer Shares, which allocations became unconditional today. For more information about the allocation of Offer Shares to primary insiders and close associates in the Private Placement, see the attached forms.

Further, reference is made to the stock exchange announcement by the Company on 1 July 2025 regarding the board of directors' resolution to increase the share capital of the Company by the issuance of 6,000,000 new shares to Jiangsu Hongxin Medical Technology Co. Ltd ("Jiangsu") in connection with the Private Placement, at a subscription price of NOK 0.50 per share (the "Jiangsu Conversion Shares") through set-off against a receivable amounting to NOK 3,000,000 that Jiangsu had against the Company (following transfer of said receivable from Observe Medical AB to the Company pursuant to a debt transfer agreement dated 27 June 2025) (the "Jiangsu Conversion").

The Jiangsu Conversion was also conditional upon the EGM resolving to issue the Offer Shares in connection with the Private Placement. As this condition has been fulfilled today, the Jiangsu Conversion is now unconditional.

Following the issuance of all the Offer Shares, including the Jiangsu Conversion Shares and the Navamedic Conversion Shares, the Company’s share capital will be NOK 38,702,333.04, divided into 92,148,412 shares, each with a nominal value of NOK 0.42, of which:

(i) Jiangsu is allocated 6,000,000 shares and will hold 6,000,000 shares, representing approximately 6.51% of the issued share capital and voting rights. Consequently, Jiangsu’s shareholding will cross the 5% threshold. Jiangsu holds no other rights to shares in the Company.

(ii) Navamedic ASA is allocated 10,000,000 shares and will increase its holding to [13,007,317] shares, representing approximately 14.1% of the issued share capital and voting rights. Consequently, Navamedic ASA’s shareholding will cross the 10% threshold. Navamedic ASA holds no other rights to shares in the Company.

(iii) Seed Capital AS, a company controlled by Eskild Endrerud, is allocated 5,000,000 shares and will increase its holding to 5,016,155 shares. Eskil Endrerud will, together with his affiliates, hold in total 5,993,140 shares representing approximately 6.5% of the issued share capital and voting rights (Seed Capital AS holds 5,016,155 shares, Eli AS holds 884,219 shares, Athend Holding AS holds 25,266 shares and Eskil Endrerud personally holds 67,500). Consequently, Eskil Endrerud's shareholding will cross the 5% threshold. Neither of the mentioned shareholders holds any other rights to shares in the Company.

(iv) King Kong Invest AS is allocated 6,000,000 shares and will increase its holding to 6,333,333 shares, representing approximately 6.87% of the issued share capital and voting rights. Consequently, King Kong Invest AS' shareholding will cross the 5% threshold.

This information is subject to the disclosure requirements pursuant to article 19 of the EU Market Abuse Regulation and sections 4-2 and 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Jørgen Mann, CEO Observe Medical

Mobile: +45 408 67 558

E-mail: jorgen.mann@observemedical.com

Johan Fagerli, CFO Observe Medical

Mobile: +47 958 12 765

E-mail: johan.fagerli@observemedical.com

About Observe Medical: 

Observe Medical is a Nordic medtech company that develops, markets and sells innovative medtech products for the global market. The Company is committed to improving patient welfare and patient outcomes, improving clinical data accuracy and promoting positive health economics.

The Company seeks to drive growth by leveraging its expertise in sales and commercialisation of its broad portfolio of medical technology products, mainly in urine measurement and ultrasound, in combination with targeted M&A and distribution. Observe Medical is working with a network of leading distributors to provide outstanding solutions for healthcare professionals globally.

The Company is headquartered in Oslo, Norway.

Further information is available at www.observemedical.com.

Läs mer på Cision