A N N U A L
R E P O R T 2024
Observe
Medical ASA
A N N UA L
R E P O RT
2025
Observe Medical ASA
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
2
2025 HIGHLIGHTS ................................................................. 4
KEY FIGURES ......................................................................... 5
LETTER FROM THE CEO ....................................................... 6
BOARD OF DIRECTOR’S REPORT ........................................ 7
CONSOLIDATED FINANCIAL STATEMENTS ...................... 28
EXPLANATORY NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS .................................................. 33
PARENT COMPANY ............................................................. 61
AUDITOR’S REPORT ............................................................ 74
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
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O B S E R V E M E D I C A L
I N B R I E F
Observe Medical is a Nordic medtech company focused on developing, commercialising and scaling
innovative medical technologies for the global healthcare market. The Company’s solutions aim to
improve patient outcomes, enhance clinical decision-making through more accurate data, and
contribute to cost-efficient healthcare delivery.
The Group’s core focus is within urine output measurement, where it leverages its expertise in
product development, regulatory execution and international commercialisation. Through its
integrated portfolio, Observe Medical addresses both traditional and digital clinical workflows
The Company’s strategic vision is a scalable Nordic medtech platform – with global reach, combining
product innovation with efficient market access, regulatory capabilities and a flexible manufacturing
setup to enable profitable growth.
Observe Medical is headquartered in Oslo, Norway, with key functions including R&D, regulatory and
commercial operations based in Gothenburg, Sweden. The Group operates through a global network
of distributors and partners.
The current portfolio of proprietary products consists of;
• The UnoMeter™ portfolio provides manual urine output measurement solutions designed for
reliable and accurate monitoring of hourly diuresis, supporting clinical decision-making and
patient management. Building on the success of UnoMeter™ Safeti™ Plus, the Company
has internally developed UnoMeter™ Safeti™ Max. This successor introduces enhanced
functionality and innovation, specifically designed to further improve patient safety, clinical
outcomes, and health economics.
• Sippi®, a CE-marked digital urine output monitoring system featuring automated
measurement, biofilm control and wireless connectivity, designed to improve accuracy,
reduce manual workload and enhance patient safety
Proprietary
products
Platform for
innovative
Nordic
ecosystem
Patient welfare
Data accuracy
Health economics
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
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2025
H I G H L I G H T S
• Revenue growth: The Company recorded total operating revenues of NOK 18.8 million. Underlying
revenues from proprietary products increased by approximately NOK 7.3 million (+64%), reflecting
continued scale-up of the UnoMeter™ portfolio.
• Successful recapitalization and balance sheet strengthening: The Group successfully raised
NOK 58.5 million in gross proceeds through equity issuances, of which 50.5 million was settled in
cash through private placements and a fully subscribed subsequent offering.
In parallel, the Group completed a comprehensive debt restructuring, reducing total debt
significantly, while at the same time closing the asset transfer agreement transferring all
UnoMeter™ associated assets to the Group.
• Product innovation: Development of the enhanced version of UnoMeter™ Safeti™ Plus, the new
UnoMeter™ Safeti™ Max, with a scheduled commercial launch in March/April 2026. The product
integrates patented technology developed for Sippi®, strengthening the technological platform
across the portfolio.
• Portfolio expansion: Further expanding the product portfolio within the Urological drainage
segment with 3 new products. Combined, these products target an estimated global market value
of NOK 1.6-1.8 billion.
• Impairment: The Group recognised an impairment of intangible assets related to Biim Ultrasound
of NOK 41.7 million for the full year (including NOK 37.7 million in H2). The impairment has no cash
impact and reflects updated commercial expectations.
E V E N T S A F T E R T H E B A L A N C E S H E E T D A T E
• Strengthened liquidity position: The Group has successfully signed and received a loan from
Innovation Norway of NOK 15 million
• Dismantling complexity: On March 4
th
the Company announced that as a consequence of the lack
of progress with the key customer of Biim, the final steps to close down all Biim related activities
has been resolved by the board including to wind up Biim Ultrasound AS and its subsidiaries.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
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KEY F I G U R E S
(Amounts in NOK thousand, except EPS,
equity ratio and number of FTE)
FY 2025
FY 2024
Operating revenue
18 811
17 229
Gross result adjusted*
5 338
4 905
Other income
2 253
1 255
Operating expenses
30 973
33 093
EBITDA adjusted*
-25 635
-28 189
Depreciation and amortization
13 320
14 380
Impairment
41 725
2 675
EBIT
-79 065
-47 074
Net finance
30 427
-11 652
Result
-48 639
-58 727
EPS
-0.73
-3.95
Equity
29 959
21 136
Total balance
101 169
142 647
Equity ratio
29.6%
14.8%
Number of FTE’s at end of period
5
5
OPERATING REVENUES**
OPERATING REVENUES
URINE MEASUREMENT
GROSS MARGIN*
EBITDA*
18.8 MNOK
+1.6 MNOK
+9%
18.8 MNOK
+7.4 MNOK
+64%
28.4%
-0.1 p.p. YoY
-25.6 MNOK
+2.6 MNOK
+9%
* Alternative performance measures (APMs), adjusted for Inventory write-down and other income
** 2024 include revenues from Observe Medical Nordic AB’ distribution portfolio of 5.7 MNOK
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
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L E T T E R F R O M T H E C E O
Dear shareholders,
2025 has been a defining year for Observe Medical.
We have taken important steps to transform the
Company from a development-focused organisation
into a commercially driven medtech platform with
global reach. We have executed well in the
establishment of a platform that can drive our
commercial growth, we have seen acceptable
financial traction and the strategic direction remains
clear.
Distribution platform
A key priority throughout 2025 has been to scale our
distribution platform. During the year, we
strengthened our third-party network, now covering
46 countries across Europe, Asia and South America.
This footprint represents the vast majority of the
historic UnoMeter™ sales base and continues to
expand.
Executing our portfolio strategy
Late 2024 we launched UnoMeter™ Safeti™ Plus, the
strongest product in the historic performance of the
UnoMeter family. During 2025 we have seen very
good market feedback and commercial traction, and
this product now accounts for 60% of our revenue.
In 2025, another significant port of our portfolio
strategy has been the development of UnoMeter™
Safeti™ Max - a product that directly addresses key
challenges in healthcare related to infection control,
health economics and sustainability and which will be
first innovative product in this segment since
UnoMeter™ Safeti™ Plus was launched more than 20
years ago.
We have also expanded our urological drainage
portfolio with new products within the urological
drainage category with the A4, A6 and UnoMeter™
400 products, increasing our addressable market by
NOK 1.6–1.8 billion. This marks our transition from a
single-product company to a provider of a complete
drainage portfolio, strengthening our position with
distributors and increasing our commercial potential.
Commercial Momentum
We achieved 64% year-on-year growth for our
UnoMeter™ products in 2025, although revenue was
impacted by the timing of market re-entry. The
momentum into 2026 is strong, supported by a
broader product offering and increased commercial
focus.
We continue to align investments with liquidity,
ensuring disciplined execution while accelerating
sales efforts.
Strengthening the operational platform
During the year, we simplified and strengthened the
organisation to align with our strategic ambitions and
to make sure we have a proactive approach to
managing our financial capacity. Focus going into
2026 is building operational capacity to support our
commercial strategy, particularly within sales and
product management.
Securing the Future
In 2025, Observe Medical secured NOK 58.5 million
in new equity and in 2026 we received a NOK 15
million loan from Innovation Norway. Combined with
ongoing efforts to reduce complexity, this positions us
well for the next phase.
Looking Ahead
As we move further into 2026, our priorities remain
clear:
• Accelerate revenue growth through increased
market penetration
• Leverage our expanded product portfolio
• Continue scaling our commercial and operational
capabilities
• Maintain financial discipline on the path to
profitability
The actions taken in 2025 have positioned Observe
Medical for its next phase of growth. With a stronger
platform, an expanded portfolio and improving
commercial momentum, I am confident that we are
moving towards positive operational cash flow and
building a sustainable, profitable medtech company.
Thank you for your continued support.
Jørgen Mann
CEO
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
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BOARD OF
DIRECTOR’S
REPORT
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
8
I N T R O D U C T I O N
Observe Medical ASA is a Norwegian listed medtech
company focused on urine measurement and related
urological drainage solutions. The Group’s core
strategic platform comprises the UnoMeter™
portfolio and the Sippi® digital urine measurement
system.
During 2025, the Group completed a comprehensive
financial structuring and further expanded its
commercial distribution footprint. The Board
considers 2025 a successful transitional year to
commercial scaling.
The Group operates internationally through
subsidiaries in Norway, Sweden and Denmark
Subsequent to the reporting period, the Board of
directors announced 4
th
of March 2026 that as a
consequence of the lack of commercial progress
with the key customer for Biim Ultrasound, the final
steps to close down all Biim related activities was
resolved by the board, including to wind up Biim
Ultrasound AS and its subsidiaries.
The decision forms part of the Company's ongoing
efforts to streamline its corporate structure and
reduce administrative complexity and costs.
Following completion of this process the Group
structure will be simplified, and our cost base will be
reduced accordingly.
F I N A N C I A L
R E V I E W
C O M M E N T S O N T H E G R O U P ’ S
R E S U L T S
Operating revenues for the year 2025 amounted to
NOK 18.8 million, reflecting a year-over-year
increase of 1.6 million, driven by growth in the
UnoMeter™ portfolio of 7.3 million / +64%, partly
offset by the phased-out Nordic distribution business
in 2024 (NOK -5.7 million).
The increase is mainly driven by the introduction of
UnoMeter™ Safeti Plus in 2025.
Gross result adjusted for inventory write downs was
NOK 5.3 million compared to NOK 4.9 million last
year, corresponding to an adjusted gross margin of
28.4%. Margin development reflects improved
product mix and scaling effects, partly offset by
freight and supply chain costs.
Other income in 2025 represents Gain on
derecognition of trade payables, related to
negotiated debt reductions. This amounts to NOK 2.3
million.
The Group had operational expenses of NOK 31.0
million, compared to NOK 33.1 million last year. The
reduction of NOK -3.1 million / 10% is driven by lower
employee benefit expenses from redundancies in the
first half of 2024, lower consultancy expenses and
other operating expenses, partly offset by higher
legal and audit costs.
The average number of FTE’s in 2025 was 4.9
compared to 6.2 last year.
Adjusted EBITDA for 2025 was negative NOK 25.6
million (2024: negative NOK 28.2 million), adjusted
for inventory write-downs and other income.
Depreciation and amortization were NOK 13.3
million, compared to NOK 14.4 million in 2024.
The Group recorded an impairment loss of
intangible assets related to the CGU Ultrasound
totaling NOK 41.7 million for the year. Following
updated commercial assumptions, the carrying
amount of the Ultrasound CGU was reduced to zero.
No impairment was recognized for the CGU Urine
Measurement. Please refer to note 17 in the
explanatory notes to the consolidated financial
statements for details.
Net financial income for 2025 amounted to NOK
30.4 million (2024: net financial expense NOK 11.7
million). The positive development reflects gain on
derecognition of financial liabilities in connection with
the debt restructuring completed during the year.
The result for the year was negative NOK 48.6
million compared to negative NOK 58.7 million in
2024.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
9
Earnings per share was negative NOK 0.73
compared to negative NOK 3.95 in 2024.
C A S H F L O W
Net cash flow from operating activities in 2025 was
negative NOK 24.8 million, compared to negative
NOK 27.4 million in 2024. While 2024 was
characterized by a substantial positive contribution
from working capital, the 2025 figures were
dominated by large, offsetting non-cash items. These
included a NOK 41.7 million impairment and a NOK
42.8 million accounting gain from debt restructuring,
neither of which impacted the Group's liquidity.
Furthermore, the positive cash effect from working
capital movements decreased from the previous
year, primarily due to a NOK 2.2 million increase in
inventory levels in 2025, contrasted with a reduction
in 2024.
Net cash flow from investing activities was negative
1.1 million, related to the Group’s product
development, compared to net investment cash
outflows of NOK 1.1 million in 2024.
Net cash flow from financing activities was positive at
NOK 35.4 million, compared to NOK 16.8 million in
2024. This primarily reflects equity raises of NOK
50.4 million, which were partly offset by a payment of
NOK 10.1 million related to the asset transfer
agreement with Convatec and transaction costs
associated with the capital increases.
Cash and cash equivalents at 31 December 2025
amounted to NOK 11.5 million (2024: NOK 2.0
million)
F I N A N C I A L P O S I T I O N
Total assets at 31 December 2025 amounted to NOK
101.2 million, compared to NOK 142.6 million at the
end of 2024.
Non-current assets of NOK 79.8 million mainly
consisting of goodwill NOK 35.2 million (NOK 33.1
million LY - change due to currency) and intangible
assets associated with the technologies and patents
for the Sippi® system and the trademark of and
assets related to UnoMeter™ of NOK 44.6 million,
compared to NOK 97.7 million at 31 December 2024.
The change includes impairment of assets related to
Biim Ultrasound of NOK 41.7 million.
Current assets, including inventory and other
prepaid expenses amounted to NOK 9.9 million as of
31 December 2025, compared to NOK 7.0 million at
year-end 2024. The liquidity position was significantly
strengthened during the period, with bank deposits
increasing to NOK 11.5 million at 31 December 2025,
up from NOK 2.0 million at the end of 2024.
As of 31 December 2025, the Group had equity of
NOK 30.0 million compared to NOK 21.1 million at 31
December 2024. The equity ratio was 29.6% at 31
December 2025 compared to 14.8% at 31 December
2024.
As at 31 December 2025, the Groups total liabilities
amounted to NOK 71.2 million, a reduction from NOK
121.5 million at 31 December 2024.
During 2025, the Group achieved a substantial
reduction in total debt as a result of a restructuring
process. The Group completed private placements
and a subsequent offering totaling gross proceeds of
NOK 58.5 million, where NOK 50.5 million were cash
and NOK 8.0 million were conversion of debt.
116,890,000 shares were allocated in total.
R I S K
F A C T O R S
Effective risk management remains a priority for the
Board of Directors in supporting long-term value
creation. The Group faces risks both of operational
and financial nature. A summary of the main risks
follows below and is further described in Note 4 in
the consolidated financial statements 2025.
F I N A N C I A L R I S K
The Group is exposed to various financial risks
inherent in its current development and scale-up
phase.
Liquidity remains a key financial risk; however, this
risk has been mitigated through a substantial
reduction in liabilities and new financing. The Group
actively manages its liquidity through rolling
forecasts and rigorous monitoring of both cost
development and available funding sources.
Achieving projected sales growth remains a key
factor for the Group’s long-term liquidity.
The Group’s balance sheet has been significantly
strengthened over the past twelve months, driven by
debt restructuring agreements with major creditors
and suppliers, alongside successful equity raises.
Subsequent to the reporting date, the Group secured
a loan of NOK 15 million from Innovation Norway,
further enhancing its financial position.
Consequently, the overall financial risk is considered
to be significantly reduced compared with previous
years.
The Group’s functional currency is NOK. However,
through its international operations, the Group is
exposed to fluctuations in foreign exchange rates,
primarily EUR, USD, SEK, and DKK. For the
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
10
UnoMeter™ portfolio and other products, the cost of
goods sold is mainly denominated in USD and EUR,
while the majority of sales revenues are currently
generated in the same currencies. This provides a
natural hedge that mitigates the net impact of
currency fluctuations on operating margins.
Expected sales growth in the coming periods will
increase the absolute exposure to foreign currencies.
The Group currently does not use derivative financial
instruments to hedge this risk but monitors its
exposure closely. As the Group transitions towards
becoming self-financing through its operations, the
strengthened cash flow and reduced reliance on
external financing are expected to further improve its
capacity to manage currency volatility.
Regarding credit risk, the Group’s exposure has
historically been low, as the customer base primarily
consists of large public enterprises and established
distributors. While global expansion may lead to a
moderate increase in credit exposure, the Group has
implemented several measures to mitigate this risk.
The Group maintains a factoring agreement with
Avida for the purchase of receivables. This
agreement is without recourse, effectively
transferring the credit risk to the factor while
simultaneously improving the Group's working
capital position. For customers or transactions not
covered by the factoring agreement, prepayment is
maintained as the standard commercial term.
Consequently, the Group considers its net credit risk
to be well-managed.
O P E R A T I O N A L A N D M A R K E T
R I S K
Observe Medical operates in the medical technology
market and faces common industry risks, including
competition from new products with better features
or stronger market penetration. Increased
competition may also impact pricing potential.
The Group’s operations are characterized by third-
party dependencies across two key areas: the
commercial effectiveness of international distributors
and the production integrity of our manufacturing
partners. Commercially, growth is contingent upon
the capacity of the distribution network to penetrate
local markets and successfully secure competitive
tenders. Operationally, the Group maintains a high
degree of reliance on its manufacturers to uphold
stringent quality standards and meet delivery
timelines, as any disruption could delay
commercialization and impact market position.
The Group is further subject to risks stemming from
geopolitical volatility, as ongoing global conflicts
continue to disrupt raw material supplies, financial
markets, and international logistics. These
instabilities directly affect access to critical
components and lead to fluctuating freight costs, to
which the Group is particularly exposed regarding
shipments from China. Such fluctuations and
logistical disruptions may lead to increased
transportation costs and delayed deliveries, which
could in turn negatively affect the Group's margins
and market position. To mitigate these risks, the
Group focuses on supply chain resilience and cost-
management routines. Furthermore, the Group
recognizes that climate-related factors and extreme
weather events can disrupt international logistics and
manufacturing, while evolving environmental
regulations may impact product requirements.
Regulatory Environment and the International
Procurement Instrument (IPI): The Group
manufactures a significant portion of its medical
device portfolio in China and serves the European
market primarily through independent distributors
participating in public procurement processes. On
June 30th the EU adopted new rules related to the
EU procurement directives (Directive 2014/23/EU,
Directive 2014/24/EU and Directive 2014/25/EU).
The rules apply to the procurement of medical
devices through tender procedures in the EU, where
the estimated value of the tender is EUR 5 million
exclusive of VAT or more. The rules aim at regulating
the access of economic operators and the use of
medical devices originating in the People’s Republic
of China to the EU public procurement market.
As the rules are still new and legally untested and the
reaction from the tenderers remains to be seen, the
actual effect on Observe Medical remains uncertain
but the effect of the rules will be monitored closely in
cooperation with its distributors across the EU.
Protecting intellectual property is crucial to the
Group’s long-term success. Failure to do so, or
infringement by third parties, could harm brand value
and business operations.
Ensuring compliance with applicable laws and
regulations is a key priority for Observe Medical. This
includes adherence to data protection standards
(GDPR) and maintaining robust IT security to protect
against potential cyber threats. Non-compliance or
security breaches can result in financial penalties,
operational disruptions, and reputational damage.
Observe Medical is mindful of the risk profile
associated with limited internal resources and “key
person” dependency. Such conditions may impact
operational flexibility and the capacity to navigate
unforeseen challenges. Consequently, risk
management remains a top priority for both
Management and the Board. To strengthen the
organization and enhance operational capacity,
recruitment of new resources has been initiated
Research and development expenditures are
managed across the product portfolio in accordance
with our strategic priorities. Investment decisions
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
11
about whether to proceed with development projects
are made on a project-by-project basis. Limited
financial resources may delay planned
developments, hence there is risk of delayed launch
of Sippi®.
C O R P O R A T E
S O C I A L
R E S P O N -
S I B I L I T Y
Corporate social responsibility (CSR) means to run
the business in a responsible and sustainable
manner over time and in a way that contributes to a
positive, trust-based relationship between the Group,
the Group’s stakeholders, and society as a whole.
The Transparency Act shall promote companies'
respect for basic human rights and decent working
conditions and ensure the public's access to
information. The Act imposes, among other things, a
duty for Observe Medical to inform and carry out due
diligence assessments which must be explained and
made public. Observe Medical has established
routines and Code of Conduct that covers such due
diligence assessments on suppliers and business
relationships as part of our Quality Management
System. This work is led by the QA/RA department
and is based on a risk based approach. The
obligation to provide information came into effect
from 1 July 2022.
The Company is small and operates with limited
resources, but our commitment to the values of
transparency, responsibility, and respect for human
rights makes the Norwegian Transparency Act a
natural focus area for us. This legislation supports
our ambition to operate ethically by helping us
identify and reduce risks related to labor conditions
and human rights across our supply chain.
By embedding these principles into our business
practices, we aim to build trust with customers,
investors, and partners — not just as a matter of
compliance, but because it reflects who we are and
how we want to grow. This approach also supports
our long-term goal of contributing to a more
sustainable and responsible business environment.
In line with this commitment, the Company will
publish its due diligence report by June 30, 2026.
For further information about corporate social
responsibility, see the Sustainability report as part of
this Annual Report.
O R G A N I S A T I O N
The Group had 5 employees at year-end 2025: 2 in
Norway, 2 in Sweden and 1 in Denmark.
Due to the Group’s financial situation, the Group has
taken necessary steps to reduce costs.
In accordance with the Public Limited Companies
Act, the board has prepared a statement of salary
and other remuneration to senior executive
employees, which is included in Note 8.
W O R K E N V I R O N M E N T , G E N D E R
E Q U A L I T Y A N D
D I S C R I M I N A T I O N
The working environment is generally satisfactory.
While the organization has been impacted by
previous downsizing and the prevalence of remote
work, the Group works continuously to maintain a
strong team culture and protect health and safety.
Observe Medical is committed to being a responsible
employer offering equal career opportunities
regardless of gender, ethnicity, functional ability,
religion, or sexual orientation. The Group follows the
Norwegian Equality and Anti-discrimination Act to
promote equality and prevent discrimination.
The Group has a zero-tolerance policy for
discrimination and employees are encouraged to
report discriminating practices or other concerns
regarding the working environment to their nearest
line manager or to the CEO.
The Group's leadership consisted of two members at
the end of 2025, both men. The Company focuses on
gender equality and diversity in the organization and
will work to ensure that this is also reflected in the
management team in the future. In total, there were
five employees in the Group at December 31, 2025,
one woman and four men (unchanged from 2024).
The Group aims to strengthen the competence of its
employees to maintain a position as an attractive
employer and an innovative and trusted supplier of
medical technology products to the benefit of
patients, healthcare professionals and hospitals.
Through recruitment, the company seeks to employ
people with high competence within all areas of its
business.
The Board of Directors consists of three members,
with a gender distribution of one woman and two
men. No serious incidents involving personal injury,
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
12
absence, or damage to property were reported in
2025.
T H E D I R E C T O R S ’ A N D
M A N A G E M E N T L I A B I L I T Y
I N S U R A N C E
The Company has established a Board of Directors
and management insurance that covers members of
the board, committees and the Company’s
management. The insurance applies worldwide. The
insurance covers the Insured's financial liability for
damage due to claims made against the insured
during the insurance period as a result of an alleged
liability-related act or omission in their capacity as
directors or officers. The insurance policy is with a
reputable firm, and it applies to Observe Medical
ASA as well as all of its subsidiaries.
C O R P O R A T E
G O V E R N A N C E
Observe Medical ASA considers good corporate
governance to be a prerequisite for value creation
and trustworthiness, and for access to capital. In
order to secure strong and sustainable corporate
governance, it is important that Observe Medical
ASA ensures good and healthy business practices,
reliable financial reporting and an environment of
compliance with legislation and regulations across
the Group.
Observe Medical ASA has governance documents
setting out principles for how its business should be
conducted. These apply to all group entities.
References to certain more specific policies are
included in this corporate governance policy.
Observe Medical is subject to annual corporate
governance reporting requirements under section 3-
3b of the Norwegian Accounting Act and the
Norwegian Code of Practice for Corporate
Governance, cf. section 4.4 on the continuing
obligations for issuers of shares pursuant to Oslo
Rule Book II – Issuer Rules. The Accounting Act may
be found (in Norwegian) at www.lovdata.no. The
Norwegian Code of Practice for Corporate
Governance, which was last revised on October 14,
2021, may be found at www.nues.no (the “Corporate
Governance Code”). The annual statement on
corporate governance for 2025 was approved by the
board of directors on April 29, 2026 and follows
below.
I M P L E M E N T A T I O N A N D
R E P O R T I N G O N C O R P O R A T E
G O V E R N A N C E
The board of directors is committed to building a
sound and trust-based relationship between Observe
Medical ASA and the company’s shareholders, the
capital market participants, and other stakeholders.
The Group’s overall principles for corporate
governance are approved by the board of directors
and can be found at
www.observemedical.com/investor-relations/. The
Group complies with the Corporate Governance
Code. The board of directors’ annual statement on
how Observe Medical has implemented the
Corporate Governance Code is set out below. The
presentation covers each section of the Corporate
Governance Code, and deviations from the code, if
any, are specified under the relevant section.
B U S I N E S S
The operations of the company and its subsidiaries
shall be conducted in a sustainable manner and in
compliance with the business objective set forth in
Observe Medical ASA’s articles of association, which
shall be stated in the company’s annual report
together with the Group’s primary objectives and
strategies. The Group’s objectives, strategies and
risk profiles are evaluated annually by the board of
directors. The company’s business objective reads
as follows: “The company’s objective is to develop,
produce, market and sell medical technical
equipment and related products, provide connected
consulting services and invest in related business.”
E Q U I T Y A N D D I V I D E N D S
The board of directors is responsible for ensuring
that the group is adequately capitalized relative to the
risk and scope of operations and that the capital
requirements set forth in laws and regulations are
met.
The company should have equity capital at a level
appropriate to its objectives, strategy and risk profile.
The board of directors shall continuously monitor the
Group’s capital situation and shall immediately take
adequate steps if the company’s equity or liquidity is
less than adequate. As of December 31, 2025, the
Group had a consolidated equity of NOK 30.0 million,
corresponding to an equity ratio of 29.6%.
The Group focuses on the development and
commercialization of medical technology products,
and the company does not anticipate paying any
cash dividend until sustainable profitability is
achieved.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
13
A U T H O R I Z A T I O N S T O T H E
B O A R D O F D I R E C T O R S
Any authorization granted to the board of directors to
increase the company’s share capital or to purchase
treasury shares shall be restricted to defined
purposes. When the general meeting is to pass
resolutions on such authorizations to the board of
directors for different purposes, each authorization
shall be considered and resolved separately by the
general meeting. Authorizations granted to the board
of directors to increase the share capital or purchase
treasury shares shall be limited in time and shall in no
event last longer than two years. However, it is
recommended that an authorization to increase the
share capital or purchase of treasury shares does not
last longer than until the company’s next annual
general meeting.
The Extraordinary General Meeting held on July 3,
2025, granted two new authorizations to the board of
directors, replacing all previous mandates: 1) An
authorization to increase the share capital by up to
NOK 10,080,000 in connection with a subsequent
repair offering at a subscription price of NOK 0.50 per
share. This authorization remained in force until
December 31, 2025. 2) An authorization to increase
the share capital by up to NOK 7,740,465.60 to
finance further growth, acquisitions, or general
corporate purposes. This mandate is valid until the
2026 Annual General Meeting, but no later than June
30, 2026. This authorization includes the right to
increase the share capital against contributions in
kind and in connection with mergers.
As of December 31, 2025, the Company had 2 766
665 options issued and outstanding, which includes
the options granted to the Company’s CEO and CFO
in July 2025.
E Q U A L T R E A T M E N T O F
S H A R E H O L D E R S A N D
T R A N S A C T I O N S W I T H R E L A T E D
P A R T I E S
The company has only one class of shares. Each
share in the company carries one vote, and all shares
carry equal rights, including the right to participate in
general meetings. All shareholders shall be treated
on an equal basis, unless there is just cause for
treating them differently. In the event of an increase
in share capital through the issuance of new shares,
a decision to deviate from existing shareholders’ pre-
emptive rights to subscribe for shares shall be
justified. Where the board of directors resolves to
issue shares and deviate from the pre-emptive rights
of existing shareholders pursuant to an authorization
granted to the board of directors by the general
meeting, the justification will be publicly disclosed in
a stock exchange announcement issued in
connection with the share issuance.
In 2025, the board resolved to deviate from existing
shareholders' pre-emptive rights in connection with
the Private Placement. This was justified by the need
to secure necessary funding efficiently, with lower
transaction risk and at a lower cost than a rights
issue, which was considered to be in the best interest
of the Company in its given financial situation. To
mitigate the dilutive effect and ensure equal
treatment of the shareholders, a Subsequent
Offering (repair offering) was carried out, directed
towards shareholders who were not allocated shares
in the Private Placement. The board considers this
overall approach to be in the best interest of the
Company and its shareholders collectively.
Any transactions in treasury shares carried out by the
company shall be carried out on the exchange where
the company’s shares are listed, and in any case at
the prevailing stock exchange price. In the event that
there is limited liquidity in the company’s shares, the
company will consider other ways to ensure equal
treatment of shareholders. Any transaction in
treasury shares by the company is subject to
applicable reporting requirements.
In the event of transactions that are considered to be
material between the company and its shareholders,
a shareholder’s parent company, members of the
board of directors, executive management or close
associates to any such party, the board of directors
shall arrange for an independent third-party
valuation. This will, however, not apply for
transactions that are subject to the approval of the
general meeting pursuant to the provisions in the
Norwegian Public Limited Liability Companies Act.
Independent valuations shall also be procured for
transactions between companies within the Group if
any of the companies involved have minority
shareholders.
S H A R E S A N D N E G O T I A B I L I T Y
The company’s shares are freely transferrable, and
the articles of association do not impose any
restriction on the transfer of shares. There are no
restrictions on owning, trading or voting for shares in
the Company other than as described in mandatory
law.
G E N E R A L M E E T I N G S
The board ensures that its shareholders can attend
and participate in the general meeting. For
shareholders who are not able to be present at the
general meeting, the company shall facilitate
electronic participation unless the board of directors
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
14
finds that it has reasonable cause to refuse such
electronic participation. The annual general meeting
shall take place prior to 30 June each year.
The Group’s financial calendar is published via Oslo
Børs and in the investor relations section of the
Group’s website. The notice and supporting
information of the general meeting, will be sufficiently
detailed, comprehensive and specific to allow
shareholders to form a view on all matters to be
considered at the meeting. The notice will be
published and sent to the company's shareholders
with a known address no later than 21 days prior to
the meeting to ensure that all shareholders may form
a view on all matters to be considered at the meeting.
The annual general meeting shall consider the
following matters:
1. Approval of the annual accounts and annual
report, including any proposal from the
board regarding dividends or other
distributions.
2. Other matters which are pursuant to law or
the articles of association shall be
considered by the general meeting.
The board of directors may decide that shareholders
who want to participate in the general meeting must
notify the company thereof within a specific deadline
that cannot expire earlier than three days prior to the
general meeting.
The shareholders may cast their votes in writing,
including through electronic communication, in a
period prior to the general meeting. The board of
directors may establish specific guidelines for such
advance voting. It must be stated in the notice of the
general meeting which guidelines have been set.
Documents concerning matters to be considered at
the general meeting may be made available on the
company’s website. This is also applicable for
documents that by law shall be included in or
attached to the notice. In case documents are made
available in such manner, the statutory requirements
for distribution to shareholders shall not be
applicable. A shareholder still has the right to receive
documents concerning matters to be considered at
the general meeting upon request.
General meetings have to date been and are
currently planned to be chaired by the chairperson of
the board. The chairperson of the board and chief
executive officer are required to attend the general
meeting. The chairperson of the nomination
committee is encouraged to attend those general
meetings where the election and remuneration of
directors and members of the nomination committee
are to be considered. The company’s auditor is not
physically present at the Annual General Meeting,
but is available by phone or video conference to
answer questions. Shareholders are able to vote on
each individual matter on the agenda for the general
meeting, including on each individual candidate
nominated for election. Shareholders who cannot
attend the meeting in person are given the
opportunity to vote through advanced electronical
voting and through proxy. The company prepares the
proxy form in such way that it enables shareholders
to vote on each individual matter and nominates the
chairperson of the board of directors to act as a proxy
for the shareholders. Minutes from general meetings
are published as soon as practicable via the stock
exchange’s reporting system (www. newsweb.no,
ticker code: OBSRV) and in the investor relations
section of the Group’s website.
Deviations: The entire board of directors have
normally not participated at the general meetings
because the matters that have been on the agenda
have not previously required this, however the
chairperson of the board is always present at general
meetings to answer questions from the shareholders
on behalf of the board of directors. The board of
directors finds this solution appropriate but will
consider this arrangement if requested by the
shareholders in future general meetings or if deemed
appropriate on a case-by-case basis.
N O M I N A T I O N C O M M I T T E E
The company has a nomination committee, and the
nomination committee is stipulated in the company's
articles of association. The general meeting has
resolved guidelines for the duties of the nomination
committee. The nomination committee currently
comprises two members, as resolved by the general
meeting, and all members of the nomination
committee are independent of the board of directors
and the management. The nomination committee's
duties include nomination of candidates to the board
of directors and the nomination committee, including
the chairpersons. The nomination committee also
submits proposals on board remuneration and
remuneration to the members of the nomination
committee. The term of the members of the
nomination committee shall be two years at a time
unless the general meeting decides otherwise in
connection with the election. The current members
of the nomination committee are Bård Brath Ingerø
(chair) and Kathrine Gamborg Andreassen. No
directors or members of executive management are
represented in the nomination committee.
B O A R D O F D I R E C T O R S -
C O M P O S I T I O N A N D
I N D E P E N D E N C E
Pursuant to the articles of association, the board of
directors may comprise three to seven members.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
15
The board currently has three shareholder-elected
directors. The board members and the chairperson
of the board are currently elected by the general
meeting based on a proposal from the nomination
committee. The composition of the board is intended
to secure the interests of the shareholders in general,
while the directors also collectively possess a broad
business and management background as well as in-
depth sector understanding and expertise in
investment, financing and capital markets.
Consideration is also given to the board’s ability to
make independent judgements of the business in
general and of the individual matters presented by
the executive management.
Consideration has also been given to gender
representation and the independence of directors
from the company and its management. The board of
directors does not include executive personnel. All
shareholder-elected directors are independent of the
Group’s executive management, the majority of the
board members are independent from the
company's significant business relations and at least
two of the members of the board are independent of
the company's main shareholders. Details on
background, experience and independence of the
board members are presented on the Group’s
website. Each board member’s attendance at board
meetings is recorded by the company. The
shareholding of each board member can be found in
Note 24 to the consolidated financial statements.
T H E W O R K O F T H E B O A R D O F
D I R E C T O R S
The board has the ultimate responsibility for the
management of the company and for supervising its
day-to-day management and activities in general.
This includes developing the company’s strategy and
monitoring its implementation. In addition, the board
exercises supervision responsibilities to ensure that
the company manages its business and assets and
carries out risk management in a prudent and
satisfactory manner. The board is responsible for the
appointment of the CEO. The board has an annual
plan for its work.
In accordance with the provisions of Norwegian
company law, the terms of reference for the board
are set out in a formal mandate that includes specific
rules and guidelines on the work of the Board and
decision making, including how the board of
directors and executive management shall handle
agreements with related parties. The chairperson of
the board is responsible for ensuring that the work of
the board is carried out in an effective and proper
manner in accordance with legislation. The board
issues a mandate for the work of the CEO. There is a
clear division of responsibilities between the board
and the CEO. The CEO is responsible for the
operational management of the company.
The board holds regular meetings. Extraordinary
board meetings are held as and when required, to
consider matters that cannot wait until the next
regular meeting. In 2025, eighteen board meetings
were held, and the duties of the Board were also
addressed through updates via phone conferences,
with and without the management team present.
The Company has established Directors’ and
Officers’ (D&O) liability insurance covering the board
and management against financial liability for alleged
liability-related acts or omissions.
The Board has the objective of conducting an annual
evaluation of its work, working methods, and
qualifications. A similar evaluation is also conducted
of the CEO.
Audit Committee
The audit committee is appointed by the board. Its
main responsibilities are to supervise the company’s
systems for internal control, to ensure that the auditor
is independent and that the interim and annual
accounts give a fair and true representation of the
company’s financial results and financial condition in
accordance with generally accepted accounting
principles. The audit committee receives reports on
the work of the external auditor and the results of the
audit. Also, the audit committee meets regularly and
can have meetings with the auditor where no
member of the executive management is present.
The authorities governing the role and
responsibilities of the Audit committee have
increased the tasks and responsibilities over the last
years. The audit committee has taken steps to ensure
it can uphold compliance with its requirements. As of
December 31, 2025, the audit committee consisted
of the following board members:
• Line Tønnessen, Chair
• Eskild Endrerud
Compensation Committee
The compensation committee makes proposals to
the board on the employment terms, as well as
conditions and total remuneration of the CEO and
other executive personnel. As per December 31,
2025, the compensation committee consisted of the
board members.
R I S K M A N A G E M E N T A N D
I N T E R N A L C O N T R O L
The Board’s supervision must ensure that the
company has sound risk management and an
internal control system that is appropriate to its
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
16
activities. The risk management and internal control
systems in Observe Medical are based on its
corporate values and principles for sustainability. The
board reviews the company’s internal control system
and the main areas of risk annually. Observe
Medical’s management conducts the day-to-day
follow-up of financial management and reporting.
Management reports to the audit committee that
conducts a review of the quarterly and annual
presentation and reports before publication. The
audit committee assesses the integrity of Observe
Medical’s accounts. It also inquiries into, on behalf of
the board, and assesses issues related to financial
review and internal control, and the external audit of
Observe Medical’s accounts. The board ensures that
Observe Medical is capable of producing reliable
annual reports and that the external auditors’
recommendations are given thorough consideration.
A description of the company’s financial risk
management objectives and policies are included in
Note 4 to the financial accounts.
Financial Reporting
The Group has processes and routines for internal
control over financial reporting. The main principles
are transparency, segregation of duties, analytical
controls and systematic and thorough management
reviews. Management prepares periodic reports on
business and operational developments to the board,
which are discussed at board meetings. These
reports are based on the results of the review
process and include the status of key performance
indicators, update of market developments,
operational issues, financial results and highlights of
organizational issues. Financial position and results
are followed up in monthly accounting reports,
compared to prior year, budgets and forecasts.
Reporting also includes non-financial key
performance indicators. In addition, management
prepares a forecast of financial trends, showing
profits and cash flow development. The interim
reports and annual financial statements are reviewed
by the audit committee in advance of consideration
and discussion in the board.
Following the review by the Norwegian Financial
Supervisory Authority (NFSA) regarding the 2023
period, the Group has implemented targeted
enhancements to its internal control framework. This
includes more rigorous review procedures and
increased oversight by the audit committee to ensure
reliable financial reporting and mitigate future risks.
Financial risk management and internal control are
also addressed by the board’s audit committee. The
latter reviews the external auditor’s findings and
assessments after the interim and annual financial
audits. Significant issues in the auditor’s report, if any,
are also reviewed by the entire board. The Group is
committed to further improving its internal control
framework by ensuring adequate capacity and
competence, including staff training and recruitment
where necessary, to mitigate future risks.
R E M U N E R A T I O N O F T H E B O A R D
O F D I R E C T O R S
The remuneration to the board of directors are
determined by the general meeting following
proposals from the nomination committee. The
remuneration payable to the board of directors is
meant to reflect the board’s responsibility, expertise,
time commitment and the complexity of the business.
The remuneration to the board of directors is not
linked to the company's performance and no
directors have been awarded share options or any
other form of incentive-based remuneration in their
role as directors. An overview of shares owned by the
directors and their close associates is included in
Note 24 to the consolidated financial statement.
Members of the board of directors and/or companies
which they are associated with should not take on
specific assignments for the company in addition to
their appointment as a member of the board. If they
do nonetheless take on such assignments this must
be disclosed to the board of directors and any
remuneration for such additional duties shall be
approved by the board.
R E M U N E R A T I O N O F E X E C U T I V E
P E R S O N N E L
The board has a remuneration committee. Its main
responsibilities are evaluation and advice to the
board of directors relating to remuneration strategy,
main principles and systems for the total
remuneration (including bonus) to the CEO and other
members of the Group executive management. The
annual general meeting in 2022 approved guidelines
for determination of salary and other remuneration to
the executive personnel of the company in
accordance with the Public Limited Liability Act
section 6-16 a, cf. section 5-6 (3). The guidelines are
available at the company's website. Performance-
related remuneration of the executive personnel in
the form of share options, bonus programs or similar
arrangements are linked to value creation for
shareholders or the Group's earnings performance
over time. Such arrangements, including share
option arrangements, are implemented to incentivise
performance and are based on quantifiable factors
over which the employee in question can have
influence. All performance-based remuneration to
the Group's leading personnel is to be subject to an
absolute limit.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
17
I N F O R M A T I O N A N D
C O M M U N I C A T I O N
The Board of Directors has established guidelines for
investor communication and corporate governance.
These guidelines are based on the principles of
transparency, full disclosure, and equal treatment of
all market participants. Observe Medical is
committed to providing the capital markets with
accurate, consistent, and relevant information to
support informed investment decisions and build
long-term trust.
All information considered significant for the
valuation of the Company’s shares is published in
English via the Oslo Børs disclosure system
(www.newsweb.no) and the Group’s website.
The Board ensures that the Group’s interim and
annual reports provide a true and complete picture
of the financial and business position, including
progress toward operational and strategic goals and
risk factors. Periodic financial reporting is published
in accordance with the guidelines for companies
listed on the Oslo Stock Exchange.
The CEO and CFO are responsible for the main
dialogue with the investor community. To ensure the
equal treatment of all market participants, the Board
of Directors and the Executive Management shall
exclusively communicate information that has been
formally disclosed to the market when engaging with
analysts and investors.
The Group publishes an annual financial calendar
providing an overview of important dates, including
the general meeting and the publication of interim
reports. This calendar is made available as a stock
exchange announcement and on the Group’s
website as soon as it has been approved by the
Board.
T A K E O V E R S
In the event of a takeover bid being made for the
company, the board will follow the overriding
principle of equality treatment of all shareholders and
will seek to ensure that the Group’s business
activities are not disrupted unnecessarily. The board
will strive to ensure that shareholders are given
sufficient information and time to form a view of the
offer. The board will not seek to prevent any takeover
bid unless it believes that the interests of the Group
and the shareholders justify such actions. The board
will not exercise mandates or pass any resolutions
with the intention of obstructing any takeover bid
unless this is approved by the general meeting
following the announcement of the bid. If a takeover
bid is made, the board will issue a statement in
accordance with statutory requirements and the
recommendations in the Corporate Governance
Code. Any transaction that is in effect a significant
disposal of the Group’s activities will be submitted to
the general meeting for its approval.
A U D I T O R
The Company's external auditor, EY, annually
presents its overall plan for the audit of the Group for
the Audit Committee’s consideration. The auditor
attends Board meetings in connection with the
annual financial statements and most Audit
Committee meetings. At least one meeting a year is
held between the auditor and the Board without the
CEO or any other member of the Company’s
executive management present. The Board reports
annually to the Annual General Meeting on the
external auditor’s total fees and provides information
on the split between audit and non-audit services.
The Annual General Meeting approves the auditor’s
fees for the Company.
P A R E N T
C O M P A N Y
Observe Medical ASA is the parent company of the
Group. Beyond its holding functions, the Company
provides strategic management, financial oversight,
and shared services to its subsidiaries. These
services are governed by intercompany agreements
to ensure correct allocation of costs and resources
across the Group.
The Company supports its subsidiaries with
financing, as well as common functions and services.
The assets of the Company are primarily related to
shares in and receivables from its subsidiaries.
In 2025, Observe Medical ASA had revenues of NOK
1.7 million related to invoiced services and expenses
to subsidiaries, and NOK 1.2 million in other income
from gain from derecognition of debt. The Company
had operating expenses of NOK 19.2 million, mainly
consisting of employee benefit expenses (salaries,
Board and Audit Committee fees, and share option
expenses) and other operating expenses.
EBIT for 2025 was negative at NOK 16.3 million,
compared to negative NOK 14.6 million in 2024. Net
financial items were negative NOK 32.9 million,
significantly impacted by the impairment of
receivable from the subsidiary Biim Ultrasound AS,
partly offset by the debt reduction agreements
reached with Navamedic during the year, where the
Company successfully reduced its overall debt.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
18
The result for the year for Observe Medical ASA was
negative NOK 49.1 million, compared to negative
NOK 194.2 million in 2024.
A L L O C A T I O N O F R E S U L T F O R
T H E Y E A R 2 0 2 5
The Board of Directors proposes that the loss for the
year should be covered by a transfer to uncovered
losses.
S U B S E Q U E N T
E V E N T S
After the reporting date, Observe Medical ASA has
received a NOK 15.0 million loan from Innovation
Norway to support the continued commercialisation
of the UnoMeter™ product portfolio, and commercial
preparation for the launch of Sippi.
On 4 March 2026, the Board of Directors announced
the decision to discontinue all operations in Biim
Ultrasound AS and its subsidiaries. The process of
winding up these entities has commenced. This
strategic refocusing is intended to preserve Group
liquidity and concentrate resources on core
activities.
Additionally, the geopolitical escalation in the Middle
East in early 2026 has increased global market
uncertainty. Management continues to monitor
potential indirect effects on energy prices and the
wider economy. These events do not require
adjustments to the financial statements as of 31
December 2025.
G O I N G
C O N C E R N
The consolidated financial statements have been
prepared on a going concern basis. During 2025, the
Group significantly strengthened its financial position
through debt restructuring and equity issues, and this
was further supported in early 2026 by the formal
signing and drawdown of a NOK 15 million loan
facility from Innovation Norway.
Management’s cash flow forecasts cover at least
twelve months from the reporting date. These
forecasts are based on continued revenue growth
and assume that the Group achieves positive cash
flow from operating activities during the fourth
quarter of 2026, which is necessary to support the
Group’s continued liquidity beyond this period. The
ability to achieve this development is dependent on
continued growth in sales and order intake and
prevailing market conditions. While management
considers its assumptions to be reasonable and
notes that the Group has some flexibility to adjust its
cost base, a failure to achieve the forecasted revenue
growth and operating cash flow would require the
Group to obtain additional financing or implement
other measures in order to meet its obligations as
they fall due. There is a risk that the Group's
achievement of positive cash flow from operating
activities will be delayed. Accordingly, there is
material uncertainty with regard to the going concern
assumption, should the Group be unable to reach its
forecasted cash flows and are unable to obtain
financing from other sources.
Having reviewed the forecasts and the available
mitigation strategies, the Board considers the going
concern basis to be appropriate. Reference is made
to note 4 Financial Risk management for further
information on liquidity risk.
O U T L O O K
Observe Medical’s vision is to become a leading
global Medtech company, driven by the
commercialization of proprietary medical solutions
that enhance patient care and support positive health
economics. The Group is building a scalable Nordic
medtech platform, combining a portfolio of
proprietary products and innovation with
partnerships that leverage its manufacturing,
development, regulatory, and commercial
capabilities to bring new technologies to market.
During the last year, Observe Medical has undergone
a strategic refocusing. Following the decision on 4
March 2026 to wind up the operations of Biim
Ultrasound, the Group has concentrated its
resources entirely on its core growth driver: the
UnoMeter™ portfolio. This move reduces operational
complexity and eliminates future funding
requirements for non-core activities, allowing for a
disciplined execution of the Group’s commercial
strategy.
The Group’s strategy is built on reclaiming market
leadership in the urine measurement segment,
where the UnoMeter™ brands historically held a
dominant 50-60% market share in Europe. With the
successful establishment of a proprietary
manufacturing platform and the regulatory approval
of UnoMeter™ Safeti™ Plus, the Group has moved
from a transition phase into a phase of global
commercial scaling. To further drive growth, the
Group has launched an extension of its urological
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
19
drainage portfolio, including a front-mounted
UnoMeter and two Closed System products. These
additions enable the Group to offer a comprehensive
range of sterile solutions, addressing an estimated
global market value of NOK 1.6–1.8 billion, and
become a comprehensive category leader.
Management sees significant scalability potential in
its global distribution network, which already covers
the majority of the historical Convatec geographical
footprint. The priority for 2026 is to convert this
extensive market access into sustained revenue
growth, supported by the upcoming launch of
UnoMeter™ Safeti™ Max. This established network
also serves as the primary commercial vehicle for the
digital expansion of the portfolio.
Despite current global market uncertainties and
geopolitical tensions, the demand for essential
medtech products remains resilient. The Group
enters 2026 with a strengthened financial position,
supported by the 2025 equity issues and the NOK 15
million loan facility from Innovation Norway. This
financial foundation, combined with a leaner cost
base following the Biim restructuring, provides a
robust platform for operational expansion
The Board of Directors expects Observe Medical to
show solid growth in the coming years. By focusing
on high quality, proprietary products and a scalable
distribution model, the Group is well-positioned to
deliver long-term value for its shareholders. The
Group will also continue to explore strategic
opportunities, including partnerships and portfolio
expansions, that align with its core competencies in
manufacturing and global distribution.
Sippi®, the Group's proprietary automated digital
urimeter, remains the most strategically important
product in the portfolio. As the healthcare sector
increasingly moves toward digitalization and
automation to improve patient safety and clinical
efficiency, Sippi® is uniquely positioned to meet
these needs. The strategy is to leverage the global
distribution network being established by the
UnoMeter™ portfolio. By utilizing the same sales
channels and hospital access, the Group aims to
introduce Sippi® as the high-end, digital successor
to traditional manual measurement, providing a clear
path for margin expansion and technological
leadership.
F O R W A R D - L O O K I N G
S T A T E M E N T S
This annual report contains forward-looking
statements regarding Observe Medical’s growth
initiatives, financial performance, and strategic
objectives. These statements reflect the Group’s
expectations as of the date of this report regarding
future results, including the commercialization of the
UnoMeter™ portfolio and the rollout of Sippi®. All
such statements are subject to inherent risks and
uncertainties, and actual outcomes may differ
materially from those expressed or implied due to
various factors. These factors include risks related to
the Group’s activities, as detailed in the Risk
Management section of this report. The Group
undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result
of new information, future events, or otherwise,
except as required by law.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
20
S H A R E H O L D E R
I N F O R M A T I O N
As of 31 December, 2025, Observe Medical ASA had 2,309 shareholders and a total of 136 148 412 shares with a
par value of 2.90. The 20 largest shareholders control 68.85 percent of total shares outstanding.
Rank
Name
Holding
Stake
1
NAVAMEDIC ASA
12 564 279
9.23 %
2
R INVESTMENT COMPANY AS
10 703 684
7.86 %
3
SONGA CAPITAL AS
10 000 000
7.34 %
4
JPB AS
7 170 996
5.27 %
4
KING KONG INVEST AS
6 333 333
4.65 %
6
JIANGSU HONGXIN MEDICAL TECHNOLOGY
6 000 000
4.41 %
7
SEED CAPITAL AS
5 236 268
3.85 %
8
BJØRNTVEDT, VEGARD
4 493 951
3.30 %
9
RO, LARS
4 004 004
2.94 %
10
EIDCO AS
4 000 000
2.94 %
11
LIVERMORE INVEST AS
3 597 508
2.64 %
12
GLIMT INVEST AS
3 005 113
2.21 %
13
Em Kapital As
3 000 000
2.20 %
14
JJB AS
2 100 000
1.54 %
15
AKB AS
2 100 000
1.54 %
16
SONGA X AS
2 100 000
1.54 %
17
AGMABLY AS
2 100 000
1.54 %
18
ABAGUST AS
2 000 000
1.47 %
19
GINNY INVEST AS
1 616 666
1.19 %
20
NORDNET LIVSFORSIKRING AS
1 612 772
1.18 %
SUM TOP 20 SHAREHOLDERS
93 738 574
68.85 %
OTHER SHAREHOLDERS
42 409 838
31.15 %
Total
136 148 412
100.00 %
G L O B A L
F O O T P R I N T
46
27
Global distribution with
a network of
distributors established
in 46 countries
Highly qualied &
relevant distributors
globally
→7
Strategically expanded
product portfolio from
3 to 7 products
2.6bn
Total addressable
market – from NOK
~670m to ~2.6bn
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
22
B O A R D O F D I R E C T O R S
Terje Bakken | Chair of the Board
Terje Bakken | Chair of the Board Terje Bakken is a partner in Reiten
& Co AS and has been the chairperson of the Board of Directors of
the Company since its incorporation in 2019. Mr. Bakken has an
extensive Private Equity/Active Ownership experience trough leading
and implementing various strategic and operational value-based
processes across different industries, combined with a significant
financial transaction and structured finance experience. Mr. Bakken
holds a Master of Science in Financial Economics degree and
Bachelor of Business and Administration degree from the Norwegian
School of Management. He currently sits on the board of directors of
various companies and has previous board experience from both
public and private companies in different industries. Mr. Bakken is a
Norwegian citizen and resides in Oslo, Norway
Line Tønnessen | Board Member
Line Tønnessen is a partner in Reiten & Co,
bringing a strong analytical and strategic
background to the Board. Ms. Tønnessen has
extensive experience across equity and debt
capital markets, bank financing, mergers and
acquisitions and sustainability initiatives, as well as
brings board-level experience from various other
industries and listed companies. She holds a
Bachelor of Business Administration from BI
Norwegian Business School, an MBA in Finance
from the Norwegian School of Economics (NHH),
and is a Certified European Financial Analyst
(CEFA)
Eskild Endrerud | Board Member
Eskild Endrerud holds the position as Managing Director of Arctic
Investment Group AS, a Norwegian early- and growth-stage
investment company based in Tromsø. Mr. Endrerud has extensive
experience from early-stage investing and operational value creation
across the healthtech, deeptech and consumer sectors, combined
with board work and financial transactions in growth companies. Mr.
Endrerud has previously held the position of Chairman of Biim
Ultrasound AS. He currently sits on the board of directors of several
investment companies and portfolio companies, including Lifeness AS,
Heymat AS and Nanize AS.
Mr. Endrerud holds a BSc in Entrepreneurship and Business
Administration from BI Norwegian Business School and an MSc in
Real Estate Development from NMBU Norwegian University of Life
Sciences. Mr. Endrerud is a Norwegian citizen and resides in Tromsø,
Norway.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
23
Oslo, April 29, 2025
The Board of Directors and CEO of Observe Medical ASA
Terje Bakken Line Tønnessen
Chair Board member
Eskild Endrerud Jørgen Mann
Board member CEO
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
24
D E C L A R A T I O N I N
A C C O R D A N C E W I T H § 5 - 5
O F T H E S E C U R I T I E S
T R A D I N G A C T
We confirm that the financial statements for 2025 have, to the best of our knowledge, been prepared in
accordance with applicable accounting standards and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the company and the Group as a whole. The Board of Directors’
report includes a fair review of the development and performance of the business and the position of
the company and the Group as a whole, together with a description of the principal risks and
uncertainties that they face.
Oslo, April 29, 2026
The Board of Directors and CEO of Observe Medical ASA
Terje Bakken Line Tønnessen
Chair Board member
Eskild Endrerud Jørgen Mann
Board member CEO
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
25
S U S T A I N A B I L I T Y
S T A T E M E N T
O U R A P P R O A C H T O E S G
Observe Medical is committed to integrating
Environmental, Social, and Governance (ESG)
principles into our core business strategy. As we
scale our global Medtech platform, we recognize that
sustainable operations are a prerequisite for long-
term value creation. This statement is informed by
the Euronext guidelines for sustainability reporting
and reflects our ongoing transition towards the EU
Corporate Sustainability Reporting Directive (CSRD)
framework.
S U S T A I N A B I L I T Y F O C U S
The Group’s sustainability efforts are dedicated to
the commercial scaling of the UnoMeter™ and
Sippi® portfolios. While the expansion of the
UnoMeter™ family increases our physical product
volume, it also allows us to exert greater influence on
sustainability standards within the urological
drainage category through material innovation,
supply chain management, and digitalization.
E N V I R O N M E N T A L
R E S P O N S I B I L I T Y
We strive to minimize our environmental footprint
through material innovation and operational
efficiency:
• Product innovation: Our digital urimeter,
Sippi®, reduces plastic waste by replacing
traditional manual systems with a multi-year
digital base unit and long-durability disposables.
• Materials: We actively investigate sustainable
alternatives to Polyvinyl Chloride (PVC) and
work with suppliers to optimize packaging,
reducing waste for our hospital customers.
• Logistical efficiency: With the global roll-out of
the UnoMeter™ portfolio, we prioritize the
consolidation of shipments and partner with
carriers committed to carbon reduction to
mitigate emissions from international transport.
To minimize business travels, the Group utilizes
a "hub-and-spoke" model, prioritizing major
international industry trade fairs for distributor
meetings instead of extensive regional travel.
The Group’s direct operational footprint is
further limited by no company-owned vehicles
and a focus on minimizing business travel
through digital collaboration.
S O C I A L R E S P O N S I B I L I T Y A N D
H U M A N R I G H T S
Observe Medical’s license to operate is built on trust,
safety, and respect for human rights:
• Product Safety: This is our primary social
responsibility. Our Quality Management System
is certified to EN ISO 13485:2016, ensuring all
products meet stringent MDR and FDA
requirements.
• The Norwegian Transparency Act: The
Norwegian Transparency Act places a
significant emphasis on responsible sourcing
and supply chain transparency. For businesses
like ours, this provides an opportunity to
enhance our sustainability practices by ensuring
that we uphold human rights, avoid corruption,
and address any negative environmental
impacts across our value chain. We view this as
an opportunity to align with global sustainability
standards, reinforce our commitment to ethical
practices, and strengthen the trust of our
stakeholders, customers, and investors. We
conduct due diligence to ensure fair labor
practices across our value chain. Following our
manufacturing in Asia, we have intensified our
screening and monitoring of our suppliers to
ensure compliance with human rights standards.
In 2025, management conducted on-site
inspections at our key manufacturing sites in
China.
• Our people: We recognize that our success is
tied to the expertise and dedication of our team.
We prioritize a culture of inclusion and equality.
As of 31 December 2025, the Group had 5
employees, consisting of 1 woman and 4 men.
We maintain a professional environment
characterized by mutual respect, striving for
gender balance across all levels of the
organization.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
26
C O R P O R A T E G O V E R N A N C E A N D
E T H I C S
Good governance ensures that our growth is
transparent and accountable:
• Ethical Conduct: The Group maintains a zero-
tolerance policy towards corruption and bribery.
Our Code of Conduct applies to all employees
and business partners.
• Supply Chain: We utilize a risk-based approach
to monitor our global manufacturing partners. In
2025, there were zero reported incidents of
corruption or policy breaches within the Group.
• Sanctions Compliance: Observe Medical
remains committed to its policy of not engaging
in business with entities in Russia or Belarus.
F U T U R E G O A L S A N D T A R G E T S
To ensure continuous improvement, the Group has
defined the following targets:
• LCA analysis: Initiate Life Cycle Assessments
for the UnoMeter™ products to identify
opportunities for carbon reduction. This
documentation is increasingly becoming a key
requirement in public procurement processes
and is essential for maintaining the Group’s
competitive advantage in international markets.
• Supply chain audits: Perform annual risk
assessments of all key manufacturing partners
in accordance with the Norwegian Transparency
Act.
• Plastic waste reduction: Increase the market
penetration of Sippi® to further reduce the
healthcare sector's reliance on single-use
plastics. Furthermore, the new
UnoMeter™Safeti™ Max will likely have a longer
durability and typically has a lower carbon
footprint over time, as they reduce the need for
frequent replacements and disposal.
• Reporting maturity: Continue the development
of internal systems for ESG data collection to
align with the EU Corporate Sustainability
Reporting Directive (CSRD). This will ensure
future compliance and provide stakeholders with
transparent, comparable, and verified
sustainability data
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
27
Materials
Manufacturing
Transportation
Warehousing
Sales and distribution
Distributors
Hospitals
Patients
Waste and end-of-life
O U R V A L U E C H A I N – F R O M
R E S P O N S I B L E S O U R C I N G T O
P A T I E N T S A F E T Y
This illustration outlines the key stages of our supply chain,
from sourcing of raw materials and manufacturing to
quality assurance, logistics and delivery to distributors and
healthcare providers.
As a Medtech company, ensuring transparency,
traceability and responsibility throughout our value chain
is essential to our commitment to quality, sustainability and
human rights.
We collaborate closely with our suppliers to uphold high
standards for labour conditions, environmental impact and
product integrity
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
28
CONSOLIDATED
FINANCIAL
STATEMENTS
2024
CONSOLIDATED
FINANCIAL
STATEMENTS
2025
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
29
C O N S O L I D A T E D F I N A N C I A L
S T A T E M E N T S
Observe Medical Group
C O N S O L I D A T E D S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E
(Amounts in NOK thousand)
Note
2025
2024
Operating revenues
6
Cost of materials
12
Gross result
Other income
6
Gain on derecognition of trade payables
6
Total other income
Employee benefit expenses
7,8
Other operating expenses
10
Operating expenses
Operating result before depreciation and amortisation
(EBITDA)
-24 020
-30 019
Depreciation and amortisation
15,16
Impairment
16
Operating result (EBIT)
-79 065
-47 074
Financial income and expenses
Financial income
Financial expenses
Net financial items
11
-11 652
Result before tax
-48 639
-58 727
Income tax expense
21
Result for the period
-48 639
-58 727
Result for the period attributable to:
Equity holders of the parent company
-48 639
-58 727
Other comprehensive income that may be reclassified
subsequently to profit or loss
Currency translations differences
Total comprehensive income/loss for the period
-44 667
-56 360
Total comprehensive income attributable to:
Equity holders of the parent company
-44 667
-56 360
Basic earnings per share (NOK per share)
13
-0.73
-3.95
Diluted earnings per share (NOK per share)
13
-0.73
-3.95
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
30
Observe Medical Group
C O N S O L I D A T E D S T A T E M E N T O F F I N A N C I A L P O S I T I O N
ASSETS
Amounts in NOK thousand
Note
At 31 December 2025
At 31 December 2024
Non-current assets
Goodwill
16
Intangible assets
16
Tangible assets
15
Total non-current assets
Current assets
Trade receivables
17
Inventories
18
Other receivables and prepaid expenses
Cash and cash equivalents
5
Total current assets
Total assets
EQUITY AND LIABILITIES
Amounts in NOK thousand
Share capital
23
Share premium
23
Other paid-in equity
Total paid-in equity
Retained earnings
-31 622
-356 671
Total equity
Non-current liabilities
Contingent financial liability
19
Non-current interest bearing liabilities
19
Total non-current liabilities
Current liabilities
Trade payables
VAT and other public taxes and duties payables
Interest bearing current liabilities
19
Other current liabilities
19
Total current liabilities
Total liabilities
Total equity and liabilities
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
31
Observe Medical Group
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y
(Amounts in NOK thousand)
Share
capital
Share
premium
Other
paid-in
equity
Total paid-
in capital
Retained
earnings
Trans-
lation
differences
Total
Equity as of 1 January 2024
-295 658
-4 654
Share issue
Transaction costs
-3 284
-3 284
-3 284
Share options
1)
Result for the period
-58 727
-58 727
Translation differences
Equity as of 31 December 2024
-354 385
-2 287
Equity as of 1 January 2025
-354 385
-2 287
Share capital reduction
-67 019
-288 433
-14 265
-369 717
Share issue
Transaction costs
-6 296
-6 296
-6 296
Share options
1)
Result for the period
-48 639
-48 639
Translation differences
Equity as of 31 December 2025
-33 306
1)
Share options are reclassified from retained earnings to other paid in equity
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
32
Observe Medical Group
C O N S O L I D A T E D C A S H F L O W S T A T E M E N T
(Amounts in NOK thousand)
Note
2025
2024
Cash flow from operating activities
Result before tax
-48 639
-58 727
Tax paid
Depreciation and amortization
Impairment of goodwill
16
Gain(-)/Loss(+) from sale of fixed assets
-55
Effects from debt restructuring
11
-42 845
Change in net finance, no cash effect
11
Change in inventories
-2 152
Change in trade receivables and other receivables
Change trade payables and other current liabilities
Net cash flow from operating activities
-24 833
-27 432
Cash flow used in investing activities
Sale of tangible and intangible assets
Purchase of tangible and intangible assets
-1 139
-1 841
Net cash flow from investing activities
-1 139
-1 051
Cash flow from financing activities
Share issues
23
Transaction costs
-6 296
-3 284
Loans received
19
Payment of interest-bearing debt
19
-10 920
-2 378
Payment of lease liabilities
-501
Net cash flow from financing activities
Currency translation differences
Change in bank deposits
-11 698
Bank deposits start of period
Bank deposits at the end of period
5
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
33
E X P L A N A T O R Y N O T E S T O T H E
C O N S O L I D A T E D F I N A N C I A L
S T A T E M E N T S
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
34
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
35
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
36
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
37
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
38
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
39
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
40
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
41
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
42
5)
6)
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
43
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
44
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
45
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
46
1
IAS 38.118-119, IAS 38.122a
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
47
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
48
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
49
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
50
2 %
11 407 20 374
933- 6 989
WACC
5 %
933- 598
WACC
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
52
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
53
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
54
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
55
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
56
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
57
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
58
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
59
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
60
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
61
PARENT
COMPANY
ANNUAL FINANCIAL
STATEMENTS 2025
OBSERVE MEDICAL ASA
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
62
Observe Medical ASA
I N C O M E S T A T E M E N T
Amounts in NOK thousand
Note
2025
2024
Operating revenues
1 738
2 717
Other income
5
1 197
1 203
Total income
2 935
3 974
Personnel expenses
3
8 699
8 898
Other operating expenses
11
10 297
9 298
Operating expenses
18 995
18 196
Operating result before depreciation and amortization
(EBITDA)
-16 061
-14 222
Depreciation and amortization
14
214
396
Operating result (EBIT)
-16 275
-14 618
Financial income and expenses
Interest income from group companies
4 453
3 889
Financial income
10
20 238
3 409
Interest expense to group companies
-3 199
-3 523
Interest expenses
10
-2 724
-5 997
Financial expenses
10
-9 481
-1 777
Impairment of loan receivables
9,10
-42 158
-4 355
Impairment of shares in group companies
12
0
-171 243
Net financial items
10,13
-32 872
-179 598
Result before tax
-49 147
-194 216
Income tax expense
15
0
0
Result for the period
-49 147
-194 216
Allocation of result
Retained earnings
49 147
194 216
Covered by retained earnings
-49 147
-194 216
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
63
Observe Medical ASA
B A L A N C E S H E E T
Amounts in NOK thousand
Note
31.12.2025
31.12.2024
ASSETS
Property, Plant and Equipment
Equipment and other movables
14
35
250
Non-current assets
Investments in subsidiaries
12
40 793
40 793
Loans to subsidiaries
9,13
30 106
53 992
Total non-current financial assets
70 898
94 785
Total non-current assets
70 934
95 035
Current assets
Receivables from group companies
8,13
2 269
1 738
Other receivables and prepaid expenses
837
467
Bank deposits
4
10 127
843
Total current assets
13 233
3 048
Total assets
84 167
98 083
EQUITY AND LIABILITIES
Share capital
57 183
75 108
Share premium
3 055
341 939
Other paid-in equity
1 342
2 464
Total paid-in equity
61 580
419 511
Retained earnings
-49 284
-411 559
Total equity
12 296
7 952
Non-current liabilities
Contingent financial liability
6
6 899
0
Non-current liabilities to group companies
6,13
38 667
41 905
Interest bearing non-current liabilities
6
15 894
38 376
Total non-current liabilities
61 460
80 281
Current liabilities
Trade payables
7
3 288
5 166
Public duties payable
7
198
319
Interest-bearing current liabilities
7
1 597
0
Other current liabilities
7
5 328
4 364
Total current liabilities
10 411
9 849
Total liabilities
71 871
90 130
Total equity and liabilities
84 167
98 083
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
64
Oslo, April 29, 2026
The Board of Directors and CEO of Observe Medical ASA
Terje Bakken Line Tønnessen
Chair Board member
Eskild Endrerud Jørgen Mann
Board member CEO
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
65
Observe Medical ASA
E Q U I T Y
Amounts in NOK thousand
Share
capital
Share
premium
Other
paid-in
equity
Total paid-
in capital
Retained
earnings
Total
Equity as at January 1, 2025
75 108
341 939
2 464
419 511
-411 559
7 952
Share capital reduction
-67 019
-67 019
67 019
-
Share issue
49 094
9 351
58 445
58 445
Transaction costs
-6 296
-6 296
-6 296
Options
1 342
1 342
1 342
Result for the period
-49 147
-49 147
Equity as at December 31, 2025
57 183
344 994
3 806
405 983
-393 687
12 296
Share
capital
Share
premium
Other
paid-in
equity
Total paid-
in capital
Retained
earnings
Total
Equity as at January 1, 2024
49 578
331 475
1 830
382 883
-217 342
165 541
Share issue
25 530
13 747
39 277
39 277
Transaction costs
-3 283
-3 283
-3 283
Options
634
634
634
Result for the period
-194 216
-194 216
Equity as at December 31, 2024
75 108
341 939
2 464
419 511
-411 559
7 952
Movement in number of shares and share capital
Number of
shares
Share capital
(NOK thousand)
1 January 2025
288 876 175
75 108
Reverse share split ratio 15:1
- 269 617 763
Share capital reduction
-67 019
Share issues
116 890 000
49 094
31 December 2025
136 148 412
57 183
Nominal value as of 31 December 2025: NOK 0.42 per share
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
66
Observe Medical ASA
C A S H F L O W S T A T E M E N T
Amounts in NOK thousand
Note
2025
2024
Cash flow from operating activities
Result before tax
-49 147
-194 216
Depreciation
14
214
396
Impairment of shares and receivables
9,10
42 158
175 598
Non-cash effects of debt restructuring
6,10
-21 395
0
Gain(-)/Loss(+) from sale of fixed assets
0
-54
Interest expenses and change in cont. labilities not paid
6,10
9 812
4 009
Change in trade receivables and other receivables
-5
340
Change in trade payables and other current liabilities
4 139
1 390
Net cash flow from operating activities
-14 223
-12 537
Cash flow from investment activities
Proceeds from sale of tangible and intangible assets
0
790
Payments to subsidiaries
9
-22 041
-16 967
Net cash flow used in investment activities
-22 041
-16 177
Cash flow from financing activities
Share issue
50 445
19 638
Transaction costs
-6 296
-3 284
Payment of loans
7
-800
-2 378
Loans received
7
2 200
0
Net cash flow from financing activities
45 549
17 260
Change in bank deposits
9 285
-11 454
Bank deposits at the start of period
843
12 297
Bank deposits at the end of period
4
10 127
843
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
67
E X P L A N A T O R Y N O T E S T O T H E
A N N U A L F I N A N C I A L
S T A T E M E N T S 2 0 2 5
N O T E 1 - G E N E R A L
I N F O R M A T I O N
Observe Medical ASA is a Norwegian public listed
company incorporated on June 13, 2019 to own and
manage the Observe Medical business. Observe
Medical ASA was listed on Euronext Expand
(previously Oslo Axess) on November 4, 2019.
Observe Medical ASA holds 100% of all shares in its
subsidiaries Observe Medical AS, Observe Medical
AB, Observe Medical Nordic AB, Observe Medical
ApS and Biim Ultrasound AS. Observe Medical ASA
provides financing to entities in the Group.
The annual financial statements for Observe Medical
ASA for the year 2025 were approved by the Board
of Directors of Observe Medical ASA on April 29,
2026, and will be proposed to the Annual General
Meeting.
The financial statements for Observe Medical ASA
have been prepared in accordance with the
Norwegian Accounting Act and generally accepted
accounting principles in Norway (NGAAP).
Preparation of financial statements requires
management to make estimates and assumptions
that affect the reported amounts of assets, liabilities,
revenues and expenses as well as disclosures of
contingencies. Actual results may differ from
estimates.
Observe Medical ASA is registered and based in
Norway. Its head office is located in Dronning
Eufemias gate 16, 0191 Oslo, Norway.
N O T E 2 – A C C O U N T I N G
P O L I C I E S A N D B A S I S O F
P R E P A R A T I O N
Shares in Subsidiaries
Shares in subsidiary are presented according to the
cost method. Dividends and group contribution will
be recognized in the financial statement when these
are proposed by the subsidiary. Shares in
subsidiaries are reviewed for impairment whenever
events or changes in circumstances indicate that the
carrying amount may exceed the fair value of the
investment. Indications may be operating losses or
adverse market conditions. If it is considered
probable that the fair value is below Observe
Medical’s carrying value, the investment is impaired.
The impairment will be reversed if the impairment
situation is no longer present.
Foreign Currency Transactions
The functional currency of Observe Medical ASA is
Norwegian kroner (NOK). Transactions in currencies
other than the functional currency are recorded at
the exchange rate at the date of the transaction.
Monetary items denominated in foreign currencies
are translated at the exchange rate at the balance
sheet date. Realized and unrealized currency gains
and losses on transactions, assets and liabilities,
denominated in a currency other than the functional
currency are included in financial income and
expenses.
Revenue
Revenue stems from sales of administrative services
to subsidiaries. These are recognized when the
services are delivered. Interest income is recognized
in the income statement as it is accrued.
Receivables
Trade receivables and short-term intercompany
receivables are recognized at nominal value, less the
accrual for expected losses of receivables. The
accrual for losses is based on an individual
assessment of each receivable.
Cash Deposits
Cash deposits include bank deposits as at end of the
reporting period. The cash held by Observe Medical
ASA reflects that most external bank deposits are
channeled through the group financing agreement.
Transparency Act
The company is committed to meeting its
requirements in a responsible manner. A due
diligence report, prepared in accordance with the
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
68
Act, will be published on the company’s website no
later than June 30.
Payables
Trade payables and short-term intercompany
payables are recognized at nominal value.
Financial Assets and Liabilities
Financial assets are initially recognized in the balance
sheet at fair value (cost) and subsequently at the
lower of cost or fair value. Financial liabilities are
initially recognized in the balance sheet at fair value
(cost) and subsequently at amortized cost.
Expenses
Expenses are recognized in the financial statement in
the period when the services or materials are
consumed.
Income Taxes
Income tax expense represents the sum of the tax
currently payable and deferred tax. The tax payable
is based on taxable profit for the year. Deferred tax is
calculated on the basis of tax-reducing and tax
increasing temporary differences that exist between
accounting and tax values, and the tax loss carried
forward at the end of the accounting year. Tax-
increasing and tax-reducing temporary differences
that reverse or may reverse in the same period are
set off and entered net. The net deferred tax
receivable is entered on the balance sheet to the
extent that it is likely that it can be utilized. Changes
resulting from amendments and revisions in tax laws
and tax rates are recognized when the new tax laws
or rates are adopted.
Classification and valuation of fixed assets
Fixed assets consist of assets intended for long-term
ownership and use. Fixed assets are valued at
acquisition cost less depreciation and write-downs.
Long-term liabilities are entered on the balance sheet
at the nominal amount at the time of the transaction.
Plant and equipment is capitalized and appreciated
over the economic lifetime of the asset. Significant
items of plant and equipment that consist of several
material components with different lifetimes are
broken down in order to establish different
depreciation periods for the different components.
Direct maintenance of plant and equipment is
expensed on an ongoing basis under operating
costs, while additions or improvements are added to
the asset’s cost price and depreciated in line with the
asset. Plant and equipment is written down to the
recoverable amount in the event of a fall in value that
is not expected to be temporary. The recoverable
amount is the higher of the net sales value and the
value in use. Value in use is the present value of
future cash flows related to the asset. The write-down
is reversed when the basis for the write-down is no
longer present.
Going Concern assumption
The financial statements have been prepared on a
going concern basis. During 2025, the Group
significantly strengthened its financial position
through debt restructuring and equity issues, and this
was further supported in early 2026 by the formal
signing and drawdown of a NOK 15 million loan
facility from Innovation Norway.
Management’s cash flow forecasts cover at least
twelve months from the reporting date. These
forecasts are based on continued revenue growth
and assume that the Group achieves positive cash
flow from operating activities during the fourth
quarter of 2026, which is necessary to support the
Group’s continued liquidity beyond this period. The
ability to achieve this development is dependent on
continued growth in sales and order intake and
prevailing market conditions. While management
considers its assumptions to be reasonable and
notes that the Group has some flexibility to adjust its
cost base, a failure to achieve the forecasted revenue
growth and operating cash flow would require the
Group to obtain additional financing or implement
other measures in order to meet its obligations as
they fall due. There is a risk that the Group's
achievement of positive cash flow from operating
activities will be delayed. Accordingly, there is
material uncertainty with regard to the going concern
assumption, should the Group be unable to reach its
forecasted cash flows and are unable to obtain
financing from other sources. Reference is made to
note 4 in the consolidated financial statements for
further information on financial risk.
N O T E 3 – S A L A R Y E X P E N S E S
Amounts in NOK thousand
2025
2024
Salaries
5 030
5 595
Fees to Board of Directors
1 198
1 300
Employment taxes
692
1 033
Pension insurance
436
325
Other benefits
1 342
645
Total salary expenses
8 699
8 898
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
69
At year end the company had 2 employees. The
company has a contribution pension scheme that
meets the requirement of the Norwegian Act of
Mandatory Occupational Pension. The CEO, Jørgen
Mann is employed by the Danish subsidiary Observe
Medical ApS. CEO costs including salary and
expenses is invoiced to Observe Medical ASA and
affiliates according to principles for internal
transactions. For remuneration to the group
management, please refer to the consolidated
financial statement note 8.
Share option expenses of TNOK 1 342 (2024: TNOK
645) are included in “Other Benefits”. The company
is liable for the social security tax, and it is expensed
over the estimated vesting period. See Note 9 in the
Observe Medical group’s consolidated financial
statement 2025 for further information related to the
share options.
N O T E 4 – B A N K D E P O S I T S
Bank deposits of NOK 10.127 thousand, where of
restricted cash (tax withholding account) was NOK
101 thousand.
N O T E 5 - R E V E N U E S A N D
O T H E R I N C O M E
Revenues from internal services to subsidiaries.
Other income in 2025 of NOK 1.2 million from gain
on derecognition of supplier debt. In 2024, other
income of NOK 1.2 million was from an indemnity
settlement agreement related to the Biim acquisition.
N O T E 6 – N O N - C U R R E N T
L I A B I L I T I E S
Amounts in NOK thousand
2025
2024
Contingent financial liability
2)
6 899
0
Interest bearing debt to Observe
Medical AB
38 667
41 905
Interest bearing debt to
Navamedic ASA
1)
15 894
38 376
Total non-current liabilities
61 460
80 281
1
Decrease in interest bearing debt towards Navamedic ASA
from 2024 to 2025 due to debt restructuring, and a
conversion of loan to shares of NOK 5 000 thousand.
2
Contingent milestone payment liability: As part of the debt
restructuring with Navamedic ASA, contingent milestone
payments have been agreed and are classified as a financial
liability measured at fair value through profit or loss. The
liability is initially recognised at fair value and subsequently
measured at amortised cost using the effective interest
method
Navamedic loans
The Company has two subordinated loan
agreements with Navamedic for loans with an
aggregate outstanding amount of NOK 15.9 million
(including accrued interest) as of 31 December 2025.
Both loans have a maturity date of 31 December
2027.
During 2025, the Group completed a restructuring of
these facilities, including a principal reduction
(haircut), partial conversion into equity, and revised
repayment terms for the remaining loan balances. In
accordance with IFRS 9, the modification was
considered substantial, leading to the derecognition
of the original financial liabilities and the recognition
of new liabilities at fair value. The resulting gain/loss
from the restructuring was recognized in the income
statement under financial items.
The new loans carry an interest rate of 3-month
NIBOR + 6%, which management considers to reflect
market terms at the restructuring date. As of 31
December 2025, the balances were: Loan 1: NOK
9.055 million and Loan 2: NOK 6.839 million, both
measured at amortized cost.
Following the reporting date, the Group secured new
financing, leading to updated priority and payment
terms for the Navamedic loans. See Note 16 Events
after the reporting period for further information.
Contingent milestone payments
As part of the restructured agreement, Navamedic is
entitled to participate in a commercial upside,
independent of the loan repayments, through two
contingent milestone payments of NOK 10 million
each. These payments are subject to the
achievement of specified cumulative sales thresholds
for Sippi® (NOK 20 million and NOK 50 million).
Management has assessed the arrangement in
accordance with the Norwegian Accounting Act and
generally accepted accounting principles in Norway.
The milestone arrangement has been classified as a
financial liability and initially recognised at fair value,
determined as the present value of probability-
weighted expected future payments. Key valuation
inputs include probability-weighted commercial
scenarios (consistent with the Group’s impairment
testing), expected timing of threshold achievement,
and a risk-adjusted discount rate of 20% reflecting
the performance-contingent nature of the obligation.
At initial recognition, the fair value of the milestone
liability amounted to NOK 6.9 million.
Subsequently, the liability is measured at amortised
cost using the effective interest method (unwinding
of discount). This increase reflects that the payment
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
70
date is approaching and does not represent a change
in the underlying risk profile. At the reporting date,
the Group reassesses the probability of reaching the
specified milestones. If the probability remains
unchanged, the liability is adjusted solely by the
calculated interest expense for the period. There
exist no obligations to pay cash until the cumulative
sales thresholds have been achieved.
N O T E 7 – C U R R E N T
L I A B I L I T I E S
Amounts in NOK thousand
2025
2024
Trade payables
3 288
5 166
Public duties payable
198
319
Interest-bearing current liabilities
1 597
0
Other liabilities
5 328
4 364
Total current liabilities
10 411
9 849
Interest-bearing current liabilities
During the first half of 2025, the Group entered into
shareholder loan agreements with certain existing
shareholders (ELI AS, JPB AS, and RIC) to secure
short-term working capital financing. The total loan
amount outstanding under these agreements was
NOK 1.6 million at the reporting date. The loans
carried an annual interest rate of 15% until the due
date 30.06.2025. Following this date, the loan is
extended at an interest rate of +10% from the due
date. The agreements include customary terms for
this type of financing, including a right for the lenders
to convert outstanding amounts into equity either in
connection with a future equity raise on the same
terms as other investors, or at an agreed price not
exceeding the prevailing market price at the time of
conversion. The loans are classified as financial
liabilities measured at amortised cost. Management
considers the terms to be in line with market
conditions given the Group’s financial position at the
time the agreements were entered into.
N O T E 8 – C U R R E N T A S S E T S
Amounts in NOK thousand
2025
2024
Other short-term receivables
837
467
Receivables from group
companies
2 269
1 738
Bank deposits
10 127
843
Total current assets
13 233
3 048
N O T E 9 – L O A N S T O G R O U P
C O M P A N I E S
Amounts in NOK thousand
2025
2024
Observe Medical ApS
9 178
5 341
Biim Ultrasound AS
0
39 193
Observe Medical AS
20 298
9 458
Total loans to group
companies
30 106
53 992
As per 31.12.2025, a provision for loss of the loan to
Biim Ultrasound AS was made of the full amount. All
group internal loans have a fixed interest rate
of 8.00% per annum. Accrued interest shall monthly
be capitalized and added to the aggregate principal
amount of the loans outstanding under the loan
agreement.
N O T E 10 – F I N A N C I A L I N C O M E
A N D E X P E N S E S
Amounts in NOK thousand
2025
2024
Interest income from group
companies
4 453
3 889
Net currency gain
0
1 849
Change in contingent consideration
0
1 560
Gain on derecognition of debt
1)
20 238
0
Total financial income
24 690
7 298
Financial expenses
2025
2024
Interest expenses
1)
2 724
5 997
Interest expenses to group
companies
3 199
3 523
Other financial expenses and net
currency loss
2)
9 481
1 777
Impairment of investment in
subsidiaries
0
171 243
Impairment of loan receivables
2)
42 158
4 355
Total financial expenses
57 562
186 896
Net financial
income(+)/expenses (-)
-32 872
-179 598
1)
Related to restructuring of loans from Navamedic,
the difference between the carrying amount of the
original debt and the fair value of the newly
established terms is recognized as a gain in the
statement of comprehensive income. The net
amount reflects this gain offset by other minor
financial adjustments during the period.
2)
The Company has recognized a contingent financial
(milestone) liability to Navamedic. The liability
represents the fair value of two potential payments of
NOK 10 million each, contingent upon the product
Sippi® reaching specific accumulated revenue
thresholds. The arrangement is classified as a
financial liability. At initial recognition, the liability was
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
71
measured at a fair value of NOK 6,899 thousand
using a discounted cash flow model. The valuation
incorporates probability-weighted revenue scenarios
and a discount rate of 20%. Changes related to the
liability, including the unwinding of discount using the
effective interest method, are recognised as financial
expenses.
N O T E 1 1 – O T H E R O P E R A T I N G E X P E N S E S
Amounts in NOK thousand
2025
2024
Audit services
2 546
2 193
Accounting and financial services
770
687
Consultants
486
1 213
IT expenses
604
647
Legal and professional fees
2 149
1 053
Other operating expenses
1 079
1 164
Stock exchange expenses
1 161
833
Travel expenses
20
86
Other group services
1 482
1 420
Total other operating expenses
10 297
9 298
Auditor
Audit fees expensed for 2025 amount to NOK 2 546 thousand ex VAT. Fees for other assurance services amount
to NOK 956 thousand, where of NOK 315 thousand is transaction costs booked against equity.
N O T E 1 2 – S U B S I D I A R I E S
Amounts in NOK thousand
Business office
Ownership
share
Carrying amount
December 31,
2025
Carrying amount
December 31,
2024
Observe Medical AB
3)
Gothenburg, Sweden
100%
40 743
40 743
Observe Medical ApS
3)
Herlev, Denmark
100%
0
0
Observe Medical AS
Oslo, Norway
100%
50
50
Observe Medical Nordic AB
1)
Gothenburg, Sweden
100%
0
0
Biim Ultrasound AS
2)
Oslo, Norway
100%
0
0
Total
40 793
40 793
N O T E 1 3 – R E L A T E D P A R T I E S
Amounts in NOK thousand
Income
Operating
expenses
Financial
income
Financial
expenses
Receivables
Liabilities
Navamedic ASA
1)
0
0
0
2 774
0
15 894
R Investment Company AS
2)
0
0
0
99
0
949
JPB AS
3)
0
0
0
58
0
609
ELI AS
4)
0
0
0
39
0
39
Observe Medical AB
1 309
0
0
3 199
0
38 667
Observe Medical ApS
17
1 482
523
0
9 178
0
Observe Medical AS
0
0
1 027
0
20 928
0
Observe Medical Nordic AB
0
0
0
0
0
0
Biim Ultrasound AS
411
0
2 903
0
0
0
Total
1 738
1 482
4 453
6 070
30 106
56 158
1)
Navamedic ASA owned 9.23% of all shares in Observe Medical ASA as of 31 December 2025.
2)
R Investment Company AS
owned 7.86% of all shares in Observe Medical ASA as of 31 December 2025.
3)
JPB AS owned 5.27% of all shares in Observe
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
72
Medical ASA as of 31 December 2025.
4)
ELI AS owned 0.65% of all shares in Observe Medical ASA as of 31 December 2025,
controlled by board member Eskild Endrerud.
N O T E 1 4 – N O N - C U R R E N T A S S E T S
Amounts in NOK thousand
Intangible
assets
Plant
and machinery
Fixtures
and fittings
Total
Acquisition cost as of 01.01.25
635
0
506
1 141
Inflow purchased fixed assets
0
0
0
0
Outflow this year
0
0
0
0
Acquisition cost 31.12.25
635
0
506
1 141
Accumulated depreciation 31.12.25
600
0
506
1 105
Book value 31.12.25
35
0
0
35
This year's ordinary depreciations
212
0
3
214
Economic life
3 years
5 years
3 years
N O T E 1 5 – T A X E S
Amounts in NOK thousand
2025
2024
Income tax payable
0
0
Changes in deferred tax
0
0
Income tax expenses
0
0
Reconciliation of effective tax rate
Amounts in NOK thousand
2025
2024
Result before income tax
-49 147
-194 216
Permanent differences
4
35 862
172 317
Changes in temporary differences
7 267
88
Total taxable income
-6 017
-21 811
Expected income tax expenses, 22%
-1 324
-4 799
Specification of Tax Effect to Temporary Differences
Non-current assets
0
-52
Current assets
-582
-
Liabilities and provisions
-6 899
-
Non-recognized tax asset
-
-
Tax losses carried forward
-104 251
-111 708
Not included in the deferred tax calculation
111 732
111 760
Deferred tax assets/liabilities in the balance sheet
0
0
Reconciliation of Deferred Tax Assets in the Balance Sheet
Deferred tax assets January 1
0
0
Change in deferred taxes recognized in income statement
0
0
4
Related to impairment of shares and loan receivables, and transaction costs related to share issues
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
73
Observe Medical ASA is the holding company in Observe Medical group and has no income-generating activities
other than group services and financing of group companies, as well as some consultancy services to related
parties. In order to capitalize deferred tax assets, the company must prove taxable income through earnings in
future years or through realistic tax adjustments that enable the benefit to be utilized. Tax losses carried forward in
Norway have no expiry date. Since the company expects losses in the coming years, the company considers that
the conditions for capitalizing deferred tax assets have not been fulfilled.
N O T E 1 6 – S U B S E Q U E N T E V E N T S
In 2026, the Group signed a new loan agreement with Innovation Norway to support the Group’s scaling of
operations and development activities. The loan carries specific covenants, including a requirement that existing
loans (the Navamedic loans) remain subordinated and that no payments are made on these until the debt to
Innovation Norway is settled in full. No adjustments have been made to the financial statements as a result of this
event.
On 4 March 2026, the Board of Directors of Observe Medical ASA resolved to initiate a formal winding-up process
for Biim Ultrasound AS and its subsidiaries. This decision follows the lack of commercial progress from the
Company's key customer. It represents a refocus of the Group’s resources toward the UnoMeter™ portfolio.
Based on management’s assessment, the Group does not anticipate that the winding-up process will result in
significant additional liabilities or cash outflows beyond the carrying amounts already recognized as of 31 December
2025.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
74
AUDITOR’S
REPORT
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A L T E R N A T I V E P E R F O R M A N C E
M E A S U R E S ( A P M S )
The consolidated financial statements are prepared in accordance with International Financial Reporting Standards
(IFRS). In addition to IFRS measures, the Group presents certain alternative performance measures (APMs) that
are used by management to monitor and evaluate operating performance and financial position. The APMs are
intended to provide additional information to investors and should not be considered as a substitute for, or superior
to, measures prepared in accordance with IFRS.
The APMs are defined and calculated consistently over time and are based on financial information derived from
the Group’s IFRS financial statements. As APMs are not defined under IFRS, the measures presented may not be
comparable with similarly titled measures used by other companies.
Reconciliations between IFRS measures and APMs are presented below.
Gross result Operating revenues less direct cost of materials, including cost price,
transportation and warehouse-related costs of goods sold. Gross result is
presented as a subtotal in the condensed consolidated statement of income.
Gross result adjusted Gross result adjusted for specific items that management considers not
reflective of underlying operating performance. Adjustments are described in
the reconciliation tables below.
EBIT Earnings before net financial items, results from associates and joint ventures
and income tax. EBIT is presented as a subtotal in the condensed consolidated
statement of income.
EBITDA adjusted EBITDA adjusted for items that management considers non-recurring or not
indicative of underlying operating performance. Adjustments are specified in
the reconciliation tables below.
EBITDA Earnings before interest, tax, depreciation and amortisation. EBITDA is
presented as a subtotal in the condensed consolidated statement of
comprehensive income.
Net interest-bearing debt Interest-bearing liabilities less cash and cash equivalents
Equity ratio Total equity divided by total assets
Adjusted gross result
FY 2025
FY 2024
Gross result (IFRS)
4 700
1 820
Inventory write-down
639
3 085
Gross result (adjusted)
5 338
4 905
Adjusted EBITDA
EBITDA (IFRS)
-24 020
-30 019
Inventory write-down
639
3 085
Other income
-2 253
-1 255
EBITDA (adjusted)
-25 635
-28 189
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
82
C O P Y R I G H T A N D D I S C L A I M E R
C O P Y R I G H T
Copyright of all published material including photographs, drawings and images in this document remains vested
in Observe Medical and third-party contributors as appropriate. Accordingly, neither the whole nor any part of this
document shall be reproduced in any form nor used in any manner without expressing prior permission and
applicable acknowledgements. No trademark, copyright or other notice shall be altered or removed from any
reproduction.
D I S C L A I M E R
This report includes, among other things, forward-looking information and statements that are subject to risks and
uncertainties, which may cause actual results to differ from expectations. These statements and this report are
based on current expectations, estimates, and projections regarding economic conditions. While Observe Medical
ASA believes its expectations and assumptions are reasonable, there is no guarantee that they will be achieved or
that actual results will align with those outlined in the report.
Observe Medical ASA makes no representation or warranty, express or implied, regarding the accuracy, reliability,
or completeness of this report. Neither Observe Medical ASA nor any of its directors, officers, or employees shall
be liable for any use of the information contained herein.
Observe Medical ASA comprises several legally independent entities, each with its own distinct identity. "Observe
Medical" is used as a common brand or trademark for most of these entities. In this report, the terms "Observe
Medical," "we," or "us" may be used to refer collectively to Observe Medical companies where appropriate, without
specifying any particular entity.
OBSERVE MEDICAL ASA | ANNUAL REPORT 2025
83
IR Contacts
Jørgen Mann, CEO Johan M. Fagerli, CFO
jorgen.mann@observemedical.com johan.fagerli@observemedical.com
Address
Observe Medical ASA
order@observemedical.com