Annual report 2023
This is Thor Medical
3
Year in brief
4
Highlights
4
Message from the CEO
5
Share information
7
The team
8
Board of Directors
9
Board of Director’s report
10
Governance
17
Corporate governance report
17
Sustainability
23
Environment
26
Social
27
Governance
29
Financials
31
Consolidated financial statements
32
Parent company financial statements
63
Responsibility statement
86
Auditor’s report
87
Contents
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
Thor Medical has developed a proprietary technology for the manufacturing of radionuclides,
primarily alpha-particle emitters from natural resources. The high energy deposition and the short
range of alpha particles make it possible to eradicate cancer cells while minimizing damage to
nearby healthy cells. The radiotherapeutics market is expected to grow significantly towards
USD 27bn by 2032, driven by radiotherapeutics, requiring large volumes of radioisotopes such as
alpha emitters. Thor Medical’s proprietary production technology offers the world’s purest radio-
nuclides and provides reliable and efficient production of alpha-emitters independent of nuclear
reactors and accelerators.
Thor Medical • Annual report 2023
3 This is Thor Medical
Highlights
The acquisition of Thor Medical AS by Nordic Nanovector ASA was
approved by the AGM on 28 June 2023. The transaction was closed on
3 July 2023, after which the company changed its name to Thor Medical
ASA and revised its strategy mission to reflect Thor Medical’s aim to
become a world-leading supplier of alpha emitters for cancer therapy
and enable next-generation precision cancer therapy.
As part of the strategy revision, all operations
related to legacy Nordic Nanovector were
discontinued during the second half of 2023,
with the ‘Nanovector patents’ being transferred
to NucliThera AS. The discontinuation is
reflected in the consolidated Income Statement
and Balance Sheet for Thor Medical ASA.
Thor Medical is planning to make the final
investment decision (FID) for an industrial-scale
plant for production of alpha-emitting radioiso-
topes based on naturally occurring thorium by
the end of 2025. The company made significant
progress towards this end during the second
half of 2023:
• Signed three LOIs with radiopharmaceu-
tical companies for future supply of alpha
emitters, to be replaced by commercial
agreements upon product qualification.
• Executed investment decision to build a
pilot plant, enabling verification of product
and process and production of samples for
customer qualification in the second half of
2024.
• Expanded the team with experienced chem-
istry professionals
• Subsequent to this report, hiring of Jasper
Kurth as CEO for onboarding september 2024.
Key figures
(figures in NOKm) 2H 2023 2H 2022 2023 2022
Revenues - - - -
EBITDA (6.8) - (6.8) -
EBIT (7.2) - (7.2) -
Profit / (loss) before taxes (5.6) - (5.6) -
Profit / (loss) after tax from discontinued operations 5.5 (114.7) (21.0) (311.2)
Cash flow from operating activities (15.1) (182.6) (64.1) (409.1)
Cash flow from investment activities 6.2 (2.6) 6.3 (2.5)
Cash flow from financing activities (0.2) (1.2) (0.4) 228.1
Effects of exchange rate changes on cash and cash equiva-
lents 0.6 (2.3) 1.2 4.4
Net cash flow (8.4) (188.7) (56.9) (179.0)
Available cash 41.8 98.7 41.8 98.7
Net Interest-bearing liabilities - 0.2 - 0.2
Total assets 330.8 109.6 330.8 109.6
Equity 271.9 63.8 271.9 63.8
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
44 Year in briefYear in brief | HighlightsYear in brief | Highlights
Message from the CEO
Accelerating cancer therapies
We took an exciting step last year when former Nordic Nanovector ASA acquired Thor Medical and
turned into Thor Medical ASA. Our small team of highly skilled professionals have since continued
working together with our partners to realise our vision to become a world-leading supplier of alpha-
emitters for cancer therapy.
Cancer accounts for around 10 million deaths annually and repre-
sents a large unmet medical need. Over the past ten years or so we
have seen the launch of several radiotherapeutics that have been
more effective with less adverse side-effects than conventional
therapies. This makes radiotherapy one of the fastest growing
treatment options for a broad range of different cancers.
These new radiotherapies also represent a large commercial
market, with each of the new products reaching sales in the
hundreds of millions of dollars. With more research being published
and more companies starting pre-clinical and clinical studies with
different radiotherapeutic candidates we believe we have only just
seen the start of a wave of improved and more precise cancer
therapies.
Radiotherapeutics using alpha-emitting radioisotopes have several
advantages compared to beta-emitting isotopes, such as a higher
linear energy transfer and short path ranges. This means that the
alpha-particles kills the cancer cells more effectively but also that
they make little or no harm to the surrounding healthy tissue. The
alpha-emitters we work with also have a short half-life and will
hence not leave any long-lived radioactivity in the patients.
These advantages make alpha-emitters very exciting candidates
for new and improved radiotherapeutics, and Pb-212 or Lead-212 is
regarded one of the most promising. Together with our customers
we can produce Pb-212 from the naturally occurring isotope
Thorium-232, without the use of nuclear reactors. Our proprietary
process for separation of Thorium-232 makes the world’s purest
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
55 Year in briefYear in brief | Message from the CEOYear in brief | Message from the CEO
Thorium-228, which our customers can process into Pb-212 and
link to their targeting molecules to create new radiotherapeutics.
The expected high sales volumes for new radiotherapeutics will
create a significant demand for radioisotopes, and we have already
signed LOIs with three different companies for volumes that will
exhaust the planned capacity of 70Gbq at our first industrial-scale
plant. Dialogues with other potential customers have indicated a
demand of 4-5 times this level, leaving us very upbeat about the
commercial and financial opportunity ahead of us.
We made considerable progress in 2023, both commercially,
operationally, and organizationally, and our next milestone is the
establishment of our pilot plant at Herøya Industrial Park in 2024.
This will verify the process in an industrial setting and generate
product samples for customer qualification towards the end of the
year. These will be crucial steps towards making a final investment
decision for the first industrial-scale plant in 2025. At an investment
cost of up to NOK 500 million we believe this plant will generate
annual revenues of more than NOK 400 million when fully ramped
in 2030. We see the opportunity to generate very high profitability
with an gross operating margin (EBITDA) of more than 50%.
Rounding off, I would like to thank my team for their hard work
and valuable contributions during 2023, including not only our
employees but also our Board of Directors and Roy Larsen and Brit
Farstad on our Technical Advisory Board. I would also extend my
gratitude to the technology partners who have helped us progress
and to everyone making up the strong Norwegian radiopharmaceu-
tical cluster we all benefit from.
Alf Bjørseth, CEO
“We have only just seen
the start of a wave of
improved and more
precise cancer therapies.”
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
66 Year in briefYear in brief | Message from the CEOYear in brief | Message from the CEO
Share information
Per 31 December 2023, the company had
233 539 006 issued shares, divided between
10 950 shareholders.
Scatec Innovation AS is the company’s largest share
holder with 57 158 250 shares, in addition to controlling
stake in Scatec Invest II AS and Scatec Invest IV AS,
corresponding to controlling 26.5 per cent of total number
of share outstanding.
The closing price for the company’s share was
NOK 1.29 per share as of 31 December, which corre-
sponds to a market capitalization of NOK 301.2 million.
Overview largest shareholders
# Shareholder Number of shares Percentage of total shares
1 Scatec Innovation AS 57 158 250 24.47%
2 Roth Invest AS 15 994 640 6.85%
3 North Energy ASA 14 663 147 6.28%
4 Bergfald Holding AS 11 981 696 5.13%
5 Brennebu AS 10 532 567 4.51%
6 Thorium Foundation 6 849 880 2.93%
7 Jon Magne Asmyr 4 300 000 1.84%
8 Scatec Invest IV AS 3 165 920 1.36%
9 Bækkelaget Holding AS 2 150 041 0.92%
10 Sciencons AS 2 000 000 0.86%
Total shares for top 10 shareholders 128 788 953 55.15%
Total shares for other 10 940 shareholders 104 750 053 44.85%
Total shares 233 539 006 100.00%
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
77 Year in briefYear in brief | Share informationYear in brief | Share information
The team
Dr. Alf Bjørseth
Chief Executive Officer (CEO)
Dr. Alf Bjørseth is renowned for his adeptness in
establishing new ventures grounded in proprie-
tary technologies, particularly within renewable
energy and advanced materials sectors. Notable
successes include REC, NorSun, Scatec Solar
ASA, Norsk Titanium, and REEtec AS. Notably,
his founding of ScanWafer in 1994 catalyzed
subsequent ventures in the solar industry, culmi-
nating in the establishment of Renewable Energy
Corporation in 2000. Dr. Bjørseth holds a Doctor
of Philosophy in Physical Chemistry from the
University of Oslo and has held prominent roles
such as Corporate Director of Research at Norsk
Hydro and Director of Technology for Elkem. He
holds 47 855 shares in the company.
Brede Ellingsæter
Chief Financial Officer (CFO)
Ellingsæter is currently the CFO at Thor Medical
ASA and Scatec Innovation Group. Before
joining Scatec Innovation, he was CFO of
Elkem Carbon Solutions division in Elkem ASA,
where he held several management positions
during his more than 7 years with the company,
including management positions abroad.
Brede Ellingsæter holds a Master of Business
and Economics from Norwegian School of
Economics (NHH). From 1 June 2024, Mr.
Ellingsæter will join Thor Medical full time and
resign from Scatec Innovation.
Dr. Sindre Hassfjell
Chief Technology Officer (CTO)
Dr. Sindre Hassfjell holds a Master of Science
and Doctor of Science in nuclear chemistry
from the University of Oslo (UiO). With over
three decades of expertise in nuclear and radi-
ochemistry research, Dr. Hassfjell possesses
comprehensive experience across various
radioactivity levels, contributing significantly to
radionuclide production and the advancement of
radiopharmaceuticals. His career spans roles as
a scientist and project leader at IFE, as well as
Director of generator development for ARTBIO.
His dedication to pioneering microdosimetric
methodology underscores his commitment to
advancing nuclear science. He holds 0 shares in
the company.
Astrid Liland
VP EHS
Astrid Liland brings over two decades of
experience from the Norwegian Radiation and
Nuclear Safety Authority (DSA), formerly NRPA.
With expertise in environmental and nuclear
chemistry, radiation protection, and emergency
preparedness, she has spearheaded national and
international scientific projects. Holding degrees
in Chemistry and Nuclear Chemistry from the
University of Oslo (UiO), Astrid’s diverse roles
underscore her dedication to advancing radiation
protection and nuclear safety. She holds 0
shares in the company.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
88 Year in briefYear in brief | The teamYear in brief | The team
Board of Directors
Ludvik Sandnes
Chairman of the Board
Mr. Sandnes brings over 45 years
of extensive experience in executive
leadership roles and as an international
corporate finance advisor, collaborating
with prominent corporations and
leading investment banks. Throughout
his career, Mr. Sandnes has held pivotal
roles as a board chairman and member
in over 20 quoted and private compa-
nies. Notably, he served on the Board of
Nordic Nanovector from 2013 to 2019,
assuming the position of Chairman for
the final five years. Sandnes currently
controls 100 000 shares in the company
through Ekornhuset AS. Member of the
Board of Thor Medical since 28 June
2023.
John Andersen Jr.
Director of the Board
Mr. Andersen is the CEO of Scatec
Innovation AS. Previously, he was the
Chief Operating Officer of the REC
Group, where he held several top
management positions during his 12
years with the company. Prior to REC,
he worked in Borregaard Industrier. Mr.
Andersen is the Chair of Scatec ASA,
Norsk Titanium AS, NorSun AS, REEtec
AS, as well as a number of other compa-
nies. Mr. Andersen holds a Master
of Business and Economics from BI
Norwegian Business School. Scatec
Innovation, a related party of Andersen
currently holds 61 908 494 shares in
Thor Medical. Member of the Board of
the company since 28 June 2023.
Mimi Berdal
Director of the Board
Ms. Berdal has cultivated a distin-
guished reputation as an independent
corporate advisor, esteemed lecturer,
and astute investor since the year 2005.
She currently holds the position of Chair
of the Board of Directors at Goodtech
ASA and Connect Bus AS. Additionally,
Ms. Berdal serves on the boards of
Freyr Battery Inc., Electromagnetic
Geoservices ASA, Energima AS, KLP
Eiendom AS, Norsk Titanium AS
and Kongsberg Digital Holding ASA.
Furthermore, she fulfils the role of
Chair of the Nomination Committee
at Borregaard ASA. Ms. Berdal holds
a Master of Laws from the University
of Oslo and has previously served as
a partner at the law firm Arntzen de
Besche in Oslo, as well as an in-house
legal adviser to TOTAL Norge AS.
Berdal currently holds 0 shares in Thor
Medical. Member of the Board of the
company since 28 June 2023.
Advisory Board
Dr. Roy Hartvig Larsen
Dr. Roy H. Larsen holds a Ph.D. in
radiopharmaceutical chemistry from the
University of Oslo (UiO) and has garnered
postdoctoral experience from Duke
University, USA. With a rich background
in drug development and business, Dr.
Larsen stands as a prominent figure
in the pharmaceutical landscape. He
played a pivotal role as the main founder
of Algeta ASA (acquired by Bayer in
2014), where he served as Managing
Director and later Chief Scientific Officer
concurrently holding a board position.
Additionally, Dr. Larsen is among the
founders of Nordic Nanovector ASA and
Oncoinvent AS. Notably, he assumed
the role of Chairman of the Board at
Oncoinvent. Dr. Larsen’s influence
extended to Nordic Nanovector, where
he chaired the board from 2009 to
2014 and remained a board member
until 2016. He currently controls 2 000
000 shares in Thor Medical through
Scienscons AS.
Brit Farstad
Ms. Farstad holds a Master’s degree in
Pharmaceuticals from the University
of Oslo (UiO), Brit brings a wealth of
knowledge and expertise to the table.
Having dedicated 37 years to the
Institute for Energy Technology (IFE),
her tenure includes pivotal roles such
as Manager of Quality and Environment
and a decade-long stint as Department
Head. Currently, Brit serves as the Head
of the Department within the nuclear
sector, a position she has held since
July 2020. Her extensive experience and
leadership within the nuclear domain
uniquely position her to provide invalu-
able insights and strategic guidance to
Thor Medical ASA. Ms. Farstad currently
holds 0 shares in Thor Medical.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
99 Year in briefYear in brief | Board of DirectorsYear in brief | Board of Directors
Board of Director’s report
Thor Medical ASA (“Thor Medical” or “the Company”) is an emerging supplier of radionuclides,
primarily alpha particle emitters, from naturally occurring thorium. Its proprietary production
process requires no irradiation or use of nuclear reactors, and provides reliable, environmentally
friendly, cost-efficient supply of alpha-emitters for the radiopharmaceutical industry. Thor
Medical is headquartered in Oslo, Norway and listed on the Oslo Stock Exchange under the
ticker symbol “TRMED”.
Strategy and development
Thor Medical strategically repositioned in 2023, following the
completion of Nordic Nanovector ASA’s acquisition of all the issued
and outstanding shares in Thor Medical AS, a company founded by
Scatec Innovation and other shareholders in 2017.
Nordic Nanovector ASA was founded in Oslo, Norway 2009 and
listed on the Oslo Stock Exchange in 2015. Its lead drug candidate
was the radioimmunoconjugate Betalutin® for the treatment of
lymphoma. Despite promising early results, Nordic Nanovector
in 2022 discontinued a Phase 2b trial with Betalutin as it was
considered unlikely to become competitive within a commercially
acceptable timeframe. This triggered a restructuring with the intent
to reduce costs and focus on strategic opportunities with shorter
time to market. On June 6 June 2023 the Company announced
an agreement to acquire Thor Medical on a 50-50 basis. This was
approved by an AGM on 28 June and completed on 3 July 2023.
As a consequence of the acquisition of Thor Medical AS, the
Company’s Articles of Association were amended, including
changing of the Company name to Thor Medical ASA.
Based on the complementary expertise of the combined compa-
nies, it was and remains the assessment that Thor Medical is
well-positioned to become a leading global supplier of alpha
emitters for the growing market for radiotherapeutics for cancer
treatment. Thor Medical will use natural thorium Th-232 as feed-
stock for production of alpha-emitting radioisotopes that make
it possible to eradicate cancer cells while minimizing damage to
nearby healthy cells.
To further progress this strategy and sharpen the focus, Thor
Medical in November 2023 agreed to the transfer of the former
Nordic Nanovector’s pipeline of patented development stage candi-
dates to the newly established company NucliThera AS.
Late in 2023, the Company announced that it is moving ahead with
the plans to build a pilot plant to enable verification of product and
process and to produce samples for customer qualification in the
second half of 2024. The pilot is established in an existing building
at Herøya Industrial Park and will consist of a cutting-edge lab
and analytical equipment for producing Ra-228 and subsequently
Th-228 from natural occurring thorium. The Company is currently
working to secure necessary permits for the establishment and
operation of the pilot plant.
Based on the pilot, the Company will evaluate an initiative to signif-
icantly increase capacity in a potential phase 2 of the pilot to fast
track commercial volumes from 2025.
Thor Medical is planning to make a final investment decision (FID)
by the end of 2025 for building of an industrial-scale plant with
alpha-emitter production capacity of 70Gbq and start-up in 2027.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
1010 Board of Director’s reportBoard of Director’s report Board of Director’s report
The Company is in dialogue with several potential customers and
had by the end of 2023 signed three LOIs with radiopharmaceutical
companies for future supply of alpha emitters. The expectation
is for these LOIs to be replaced by commercial agreements upon
product qualification.
Thor Medical’s strategic priorities for 2024 are hence to:
• Complete and start-up the pilot facilities at Herøya
• Verify process and product, and produce samples for customer
qualification
• Continue dialogues with existing and potential customers in the
radiopharmaceutical industry for future supply of alpha emitters
• Mature the concept for an industrial-scale manufacturing facility,
including assessing a project for fast track to commercial
volumes in 2025.
Thor Medical’s timelines and goals for the first phase of industriali-
sation are as follows:
• Industrial verification and customer sampling and qualification in
2024
• Final investment decision for 70GBq industrial-scale plant with
capex of up to NOK 500 million in 2025 with start-up in 2027
• The industrial-scale plant is expected to generate more than
NOK 400 million in revenues with >50 per cent EBITDA margin
upon completion of industrial ramp-up by 2030
Products and technology
Thor Medical and its customers are addressing a large unmet
medical need for effective and tolerable cancer treatments. This
offers a large commercial opportunity for innovative cancer treat-
ments using radiotherapeutics.
Radiotherapeutics based on alpha-particles show potential to yield
better therapeutic performance with fewer side effects compared to
conventional cancer therapeutics. Compared to beta particles, alpha
particles offer greater therapeutic efficacy, less off-target toxicity that
damages healthy cells in surrounding tissue, direct cell death through
DNA destruction, and typically a shorter half-life meaning that that
there is no long-lived radioactivity left in the patient.
Thor Medical has developed proprietary and verified technology
offering alpha-emitting radionuclides. The Company processes
natural Thorium 232 into the world’s purest Thorium 228, and by
further decay and processing into Pb-212 or Ra-224 these radio-
isotopes can enable radiopharmaceutical companies to develop
next-generation precision cancer treatment.
Thor Medical has established a reliable and efficient process
which will enable continuous production with a consistently high
degree of purity in an automated closed-loop process, with reuse of
materials and no radioactive contaminants. The technology yields
a separation factor of 1 000 which causes the process to quickly
converge to high purity, effectively generating no waste and making
scale-up to large scale production possible. This process will be
verified in an industrial scale environment in the pilot plant in 2024.
Organisation
Thor Medical is committed to driving organizational growth in
accordance with the Company’s business plan and needs. Securing
and retaining critical talent is imperative for achieving Thor
Medical’s strategic priorities during the scaling phase.
Thor Medical strengthened its organisational capacity and recruited
key personnel in 2023. This included the appointment of Alf
Bjørseth as CEO effective 28 June 2023 and Brede Ellingsæter as
CFO effective 3 July 2023. At the end of 2023, Thor Medical had a
total of 2 employees and 1 contractor, none of which were women.
On 31 October the Company appointed Astrid Liland as EHS
manager effective 1 January 2024, and Thor André Karlsen as
Process Engineer effective 1 February 2024. All new employees
hold extensive experience from their respective fields of expertise.
The strengthening of the organisation and recruitment of relevant
competence will continue in 2024.
Thor Medical has an ambition to be an attractive employer and a
safe workplace offering a good working environment, and there have
not been reports of injuries or accidents at the company in 2023.
The Company maintains a structured framework for governance
and strategic oversight, ensuring alignment with its mission and
objectives. The annual general meeting (AGM) on 28 June 2023
elected the current three members of the Board of Directors and
appointed Ludvik Sandnes as Chairman of the Board. The AGM
also elected the nomination committee, comprising Didrik Leikvang
(committee leader), Jørn Aage Johansen and Jon Magne Asmyr.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
1111 Board of Director’s reportBoard of Director’s report Board of Director’s report
The Board of Directors is supported by an Advisory Board
comprising Roy Larsen and Brit Farstad. The Advisory Board
provides strategic guidance and expertise, offering valuable
insights and recommendations to help navigate challenges, seize
opportunities, and achieve long-term goals.
The Company has a Directors & Officers (D&O) Liability insurance
for its Board of Directors and Officers.
Market development
The market for radiotherapeutics continued to grow rapidly in 2023,
with new cancer radiotherapeutics reaching sales in the hundreds
of millions of dollars and even nearing the USD 1 billion blockbuster
status. The global radiopharmaceutical market is expected to
grow from USD 7 billion in 2022 to USD 39 billion in 2032, of which
USD 27 million from radiotherapeutics.
There are several hundred radiopharmaceuticals in development,
which is expected to create strong future demand for radioactive
compounds. Pb-212 derived from Thorium-228 is regarded as one
of the most promising alpha-emitting radioisotopes.
As of the fourth quarter 2023, the Company knows of nine cancer
therapy candidates in clinical development with Pb-212 or Ra-224,
with the three most advanced already in phase IIa. In addition, more
than ten candidates were in pre-clinic/discovery.
Sustainability
Sustainability is an integrated part of Thor Medical’s organisation
and is embedded in all business units. We support a precautionary
approach to environmental challenges and undertake initiatives to
promote greater environmental responsibility.
Our commitment to sustainability is based on basic standards and
responsibilities of our employees.
Our standards:
• We strive to better understand and report the gas emissions we
produce and the gas emissions we abate through our major products
• We will safely arrange for the disposal of raw materials, products
and waste in an environmentally friendly manner
Employees’ responsibilities:
• Consider the environmental and social impacts our operations have,
and ensure this is considered when making business decisions
• Minimise the emissions of you own activities and find ways to
efficiently use resources around you
The Company’s Code of Conduct is the foundation and key
governing document for business conduct and guides the behav-
iour to ensure that all employees and business partners act with the
utmost care and integrity.
Thor Medical’s Code of Conduct has been read and signed by all
employees and is available here.
More information can be found in Thor Medical’s sustainability report.
Corporate governance
Thor Medical will comply with all regulations and continuing obliga-
tions as set out for companies listed on Oslo Børs. With respect to
corporate governance Thor Medical is hence subject to corporate
reporting requirements under section 3-3b of the Norwegian
Accounting Act and adheres to the Norwegian Code of Practice for
Corporate Governance as described in Section 7 of the continuing
obligations of stock exchange-listed companies. More information
can be found in the company’s Corporate Governance report.
The Board of Directors is responsible for ensuring that Thor
Medical has sound internal control and systematic risk manage-
ment that is appropriate to the nature of the Company’s activities.
On an annual basis, a detailed review of the Company’s most
important areas of risk exposure is carried out to proactively
mitigate the potential impact on the Company’s business plans,
financial results, financial standing, and operational performance.
An evaluation of climate-related risks, including potential new regu-
lations, is a part of the annual risk mapping.
Although the risk is managed and mitigated systematically, the
Company is operating in a global market that is influenced by
external factors beyond the Company’s control, including changes
in governmental regulations, customer preferences and new tech-
nologies.
Thor Medical’s CFO is responsible for the day-to-day organisation,
management and controlling of Thor Medical’s financial activities.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
1212 Board of Director’s reportBoard of Director’s report Board of Director’s report
Thor Medical is in an industrial scale-up phase with no current
industrial production and few active supplier relationships. These
suppliers are primarily consulting and IT service providers, as well
as insurance services and office space leasing. The suppliers are
mainly Norwegian companies, in industries with low inherent risk.
This means that the overall risk in the supply chain of Thor Medical
ASA is considered low at the time of the reporting.
More information about Thor Medical’s risk management and
mitigating actions is found in the sustainability report.
Risk factors and risk management
Risk management is an integrated part of Thor Medical’s operating
system. The Company is continuously developing and systemising
its approach to risk management to prepare for its commercial
phase through policies and procedures, which are followed up
by the management team and relevant functions. The main risk
management policies are reviewed and approved by the Board of
Directors regularly.
Regulatory risk: Policies, regulatory framework conditions and
sanctions have become increasingly important over the past years.
Thor Medical intends to develop a commercial business involving
several countries, from raw material sourcing, through production
and delivery to customers. Trade tensions, sanctions and other
changes in regulatory framework conditions could negatively influ-
ence the Company’s access to raw materials sourcing, as well as
access to attractive end-markets.
Business risk: the main business risks that impact the Company’s
future commercial operations relate to sales prices and sales
volumes for alpha emitters and the cost of natural thorium as a
key raw material. As the Company and the industry are in an early
phase, there are risks associated with expected sales prices that
can be achieved in the short and long term. In addition, the supply
chain linked to industrial volumes of natural thorium is immature,
which could create challenges in terms of procurement, reliability
and price.
Organizational risk: Thor Medical employs highly educated and
competent specialists within their fields, which will be crucial for
succeeding with the Company’s ambitions. Key employees leaving
or challenges in attracting and retaining critical expertise could
negatively impact Thor Medical’s development.
Project development risk: Thor Medical’s growth relies on
successful project development which is impacted by a number of
factors including availability grid capacity and securing intercon-
nection, component prices, interest rate level, government approval
process, permits and access to competitive financing. Thor Medical
employs a methodical approach to industrialization, with the
forthcoming launch of its pilot facility serving as the groundwork
for the establishment of a full-scale industrial plant. Additionally,
the Company will evaluate expansion for a potential second plant
to scale alongside market demands post-2030. To support these
ambitions, Thor Medical is committed to continuously enhancing
its project development expertise through a well-organized develop-
ment strategy.
Health, safety and security risk: The construction, maintenance
services and operation of a future large-scale industrial plant will
expose Thor Medical employees, suppliers and partners to potential
health, safety and security risk. Thor Medical works systematically
to identify, assess and respond appropriately to all occupational
health, safety and security risks.
Interest rate risk: Thor Medical currently has little exposure to
changes in interest rates, given the scope and scale of operations.
However, Thor Medical operates in a capital-intensive industry. As
part of the preparations for the final investment decision for a large-
scale plant in 2025, the Company will investigate relevant financing
sources and raise the capital needed to support its industrialisation
roadmap. Uptake of corporate debt or other liabilities will be subject
to interest rate fluctuations. Thor Medical plans to further develop
financial management best practices to adequately protect the
Company through economic ups and downturns.
Currency risk: Currency fluctuations pose an acute and inherent risk
in global operations and financing strategy. Thor Medical intends to
develop strategies and procedures to mitigate currency risk as the
Company progresses toward industrial-scale production to ensure
financial stability amidst foreign exchange volatility. In 2023, Thor
Medical’s exposure to foreign currency was limited.
Credit risk: Assessing counterparty credit risk is standard procedure
when developing new partnerships or customer relationships. Thor
Medical also deliberately selects robust financial institutions as
partners to ensure financial stability and minimize credit risk. The
company currently has negligible credit risk.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
1313 Board of Director’s reportBoard of Director’s report Board of Director’s report
Liquidity risk: Liquidity risk relates to the Company’s ability to meet
financial obligations. Thor Medical made efforts to reduce its cash
burn and preserve cash in 2023, and the cash position of NOK 41.8
million at the end of 2023 is considered satisfactory for the liquidity
requirements going forward.
Cyber risk: Thor Medical recognises the critical nature of cybersecu-
rity in safeguarding its proprietary technology and sensitive data. In
response to the evolving landscape of cyber threats, the Company
has implemented and will continue to implement robust security
measures, site and office access control and employee training
programs to mitigate the risk of data breaches and cyberattacks.
Climate risk: The most serious climate-related risks involve the
physical impact of extreme weather events, including droughts
and floods. Extreme weather can cause physical damage to Thor
Medical’s pilot or future industrial-scale plants and directly affect
both safe and healthy, and operations including deliveries to
customers. The risk is mitigated through engineering in the design
phase and emergency plans.
Financial review
Thor Medical’s audited consolidated financial statements as of and for
the period 01.01.2023 to 31.12.2023 have been prepared in accord-
ance with EU-adopted International Financial Reporting Standards
(IFRS) and Interpretations issued by the International Accounting
Standards Board (IASB) and disclosure requirements in accordance
with the Norwegian Accounting Act. Unless otherwise specified, finan-
cial information is provided in Norwegian Kroner (NOK).
The Company is in a pre-commercial phase and currently gener-
ates no revenue. As a result of the acquisition of Thor Medical AS
by former Nordic Nanovector ASA and the subsequent strategic
repositioning, the financial statements for 2023 are not easily
comparable or even relatable to earlier financial statements.
Following the closing of the transaction on 3 July 2023, the new
management has worked to pursue the revised strategy and reduce
the Company’s burn related to non-core business. This included the
transfer of the patents relating to Nordic Nanovector to NucliThera
AS towards the end of 2023. The non-core Nordic Nanovector
business is presented as discontinued operations in the below
financial statements.
Profit and loss 2023
(Figures in brackets = same period 2022 unless stated otherwise)
Thor Medical had no operating income in the second half of 2023
related to continuing business.
(figures in NOKm) FY 2023 FY 2022
Total operating income - -
EBITDA (6.8) -
Operating profit (EBIT) (7.2) -
Net financials 1.6 -
Profit/loss for the period after tax (5.6) -
Profit / (loss) after tax from discontinued operations (21.0) (311.2)
The loss for the continuing operations amounted to NOK 5.6 million
after tax in 2023. The loss after tax from discontinued operations
amounted to NOK 21.0 million, compared to a loss after tax of
NOK 311.2 million in 2022.
Personnel expenses in the continuing business amounted to
NOK 3.3 million (NOK 78.5 million), other operating expenses to
NOK 3.5 million (NOK 227.6 million), and depreciation to NOK 0.3
million (NOK 11.2 million).
In 2022, personnel expenses for the now discontinued business
in former Nordic Nanovector amounted to NOK 78.5 million, other
operating expenses to NOK 227.6 million, and depreciation to
NOK 11.2 million. The lower cost level and lower losses in 2023
reflect the decision by Nordic Nanovector to discontinue clinical
studies during 2022, and the wind-down of the remaining operating
activities through 2022 and 2023.
Financial position
Total assets on 31 December 2023 were NOK 330.8 million
(NOK 109.1 million). The Company held NOK 41.8 million
(NOK 98.7 million) in cash and cash equivalents, NOK 3.6 million
(NOK 10.4 million) in other current receivables, and NOK 1 million
(NOK 0.4 million) in property, plant & equipment (PPE). The
remaining NOK 284.5 million in other intangible assets reflects the
allocation of surplus value in connection with the acquisition of
Thor Medical AS.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
1414 Board of Director’s reportBoard of Director’s report Board of Director’s report
Equity amounted to NOK 271.9 million at the end of 2023. This
compares to total equity of NOK 63.8 million.
Non-current liabilities amounted to NOK 54.4 million at the end of
2023, all of which reflected deferred tax liabilities. At the end of
2022, non-current liabilities stood at NOK 1.5 million, reflecting net
employee defined benefit liabilities.
Current liabilities amounted to NOK 4.4 million at the end of 2023,
including trade payables of NOK 2.1 million and other current liabil-
ities of NOK 2.3 million. At the end of 2022, current liabilities stood
at NOK 44.3 million, with other current liabilities accounting for
NOK 34.3 million, trade payables of NOK 9.1 million, tax payable of
NOK 0.8 million and short-term lease liabilities of NOK 0.2 million.
Cash flow
Net cash flow from operating activities ended at negative NOK 64.1
million (NOK -409.1 million), of which a negative NOK 32.4 million
was attributed to changes in net working capital. The bulk of the
negative cash flow operations reflect discontinued business.
Net cash flow from investment activities was a positive NOK 6.3
million (NOK -2.5 million), reflecting cash acquired through the
business combination of NOK 4.3 million and interest received of
NOK 2.0 million.
The net cash flow from financing activities was slightly negative
at NOK 0.4 in 2023, whereas the company in 2022 had a positive
net cash flow from financing of NOK 228.1 million explained by
proceeds from a share issue of NOK 250.8 million.
Overall, the net change in cash and cash equivalents was a negative
NOK 56.9 for the full year 2023, of which NOK 8.4 million in the
second half of the year. In 2022 the net change in cash and cash
equivalents was a negative NOK 179.0 million.
Cash flow summary
(figures in NOKm) 2023 2022
Net cash flow from operating activities (64.1) (409.1)
Net cash flow from investment activities 6.3 (2.4)
Net cash flow from financing activities (0.4) 228.1
Net change in cash and cash equivalents (56.9) (179.0)
Cash and cash equivalents at start of period 98.7 277.7
Cash and cash equivalents at end of period 41.8 98.7
Allocation of net loss and dividends
Thor Medical ASA had a net loss of NOK 15.7 million from January
1 to December 31, 2023. The Company is in a growth phase and is
not in position to pay dividends.
The Board of Directors proposes that the net loss is allocated to
accumulated losses.
Going concern
Thor Medical is in a pre-commercial early phase but sees a very
promising market outlook for next-generation radiotherapeutic
cancer treatments and for production of the radioisotopes needed
to support this market development. The consolidated financial
statements have been prepared under the Norwegian Accounting
Act under a going concern assumption, and based on the compa-
ny’s financial position the Board of Directors confirms that this
assumption is realistic.
Outlook
The Company’s primary focus going forward will be to complete
the pilot facilities at Herøya Industrial Park according to plan, with
commissioning and start-up of the plant during the second half of
2024. The first product samples are expected to be delivered to
potential customers towards end of the year, and upon customer
qualification the Company expects to convert the LOIs entered
with customers into sales agreements. The Company is planning
to make a final investment decision for an industrial-scale plant for
production of alpha-emitting radioisotopes in 2025.
Events after the reporting date
New CEO, permanent hire of CFO, and granted share options
On 14 February 2023 the company announced that Mr. Jasper
Kurth has been appointed Chief Executive Officer (CEO) of the
company as from no later than 1 September 2024. At the same
time Mr. Alf Bjørseth, former CEO, transitions into a the position as
Senior Vice President responsible for client acquistion. On 8 March
2023 the company announced that Mr. Brede Ellingsæter, serving
as the company’s CFO serving under a service agreement with
the largest shareholder Scatec Innovation AS, was appointed CFO
of Thor Medical ASA. With this appointment, Mr. Ellingsæter will
resign from Scatec Innovation and join Thor Medical full time no
later than June 1.
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1515 Board of Director’s reportBoard of Director’s report Board of Director’s report
The Board has granted Mr. Kurth 3 600 000 share options and Mr.
Ellingsæter 3 100 000 share options. Each share option entitles
Mr. Kurth and Mr. Ellinsgæter to buy one share at NOK 1.118 and
NOK 1.002 respectively, equal to the volume-weighted share price
over the last ten trading days prior to the hiring. 1/3 of the share
options will vest 12 months after Mr. Kurth’s and Mr. Ellingsæter’s
first day of employment, while the remaining share options will vest
with 100 000 and 87 500 respectilely on the last day of each month
following the initial vesting. The share options need to be exercised
no later than five years after the initial award. The total gross
benefit for exercised share options under this award shall be limited
to total base salary of the three-year period of each employee.
The award of share options is made subject to the approval of the
company’s General Meeting in April 2024.
Forward-looking statements
This report contains statements regarding the future in connection
with the Company’s growth initiatives, profit figures, outlook, strate-
gies and objectives. All statements regarding the future are subject
to inherent risks and uncertainties, and many factors can lead to
actual results and developments deviating substantially from what
has been expressed or implied in such statements.
Oslo 20 March 2024
The Board of Directors of Thor Medical
Ludvik Sandnes John Andersen Jr. Mimi Berdal
Chairman of the Board
Dr. Alf Bjørseth
Chief Executive Officer (CEO)
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1616 Board of Director’s reportBoard of Director’s report Board of Director’s report
Corporate governance report
Thor Medical ASA (The “Company”) is committed to healthy corporate governance practices,
strengthening and maintaining confidence in the company, and thereby contributing to
long-term value creation for shareholders and other stakeholders. Strong and sustainable
corporate governance practices include ethical business practices, reliable financial reporting
and compliance with legislation and regulations. The objective of corporate governance is to
regulate the division of roles between shareholders, the board and executive management
more comprehensively than is required by legislation.
Thor Medical’s principles for corporate governance are based on
the following key elements:
• All shareholders are treated equally.
• Thor Medical will provide open, reliable and relevant communica-
tion to shareholders, governmental bodies and the public about the
company’s activities and its corporate governance commitment.
• Thor Medical’s board is fully independent of the company’s exec-
utive management.
• The majority of the members of the board of Thor Medical are
independent of major shareholders.
• Thor Medical pays particular attention to ensuring that there
are no conflicts between the interests of its shareholders, the
members of its board and its executive management.
• Thor Medical will ensure a clear division of responsibility between
the board and the executive management.
Corporate governance framework and reporting
Thor Medical ASA’s board actively adheres to good corporate
governance standards, in line with Norwegian laws and regulations,
as well as international best practice standards. A corporate
governance policy was adopted by the board in January 2015
and latest updated in December 2021. The policy is, in all material
aspects based on the Norwegian Code of Practice for Corporate
Governance (the Code), to which the board has resolved that the
company shall adhere.
Thor Medical ASA is a Norwegian-registered public limited liability
company with its shares listed on the Oslo Stock Exchange. The
Norwegian Accounting Act Section 3-3b, which the company is
subject to, sets out certain corporate governance related infor-
mation, which is to be disclosed and reported on through the
issuance of an annual reporting document. This report meets the
requirements provided by the Accounting Act. The Accounting Act
is available on www.lovdata.no.
Further, the continuing obligations of stock exchange listed compa-
nies issued by the Oslo Stock Exchange requires listed companies
to publish an annual statement of their practice related to their
policy on corporate governance (cf. Oslo Rule Book II, section 4.4).
In addition to setting out certain minimum requirements for such
reporting (equivalent to those under the Accounting Act), the contin-
uing obligations require that the company reports on its compliance
with the recommendations of the Code. Both the continuing obli-
gations and the Code require that an explanation is provided where
a company has chosen an alternative approach to specific recom-
mendations in the Code (i.e., the “comply or explain” principle). Thor
Medical complies with the current Code, most recently revised on
14 October 2021. The company provides a report on its principles
for corporate governance in its annual report and on its website.
The continuing obligations are available on www.oslobors.no and
the Code is available on www.nues.no.
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The board of Thor Medical has, in close cooperation with the
company’s executive management, adopted several corporate
governance guidelines:
• Code of conduct and corporate social responsibility
• Rules of procedure for the board
• Instructions for the audit committee
• Instructions for the compensation committee
• Instructions for the nomination committee
• Internal routines for handling takeover bids
• Instruction for handling inside information
• Insider policy for primary insiders and employees that are not
primary insiders
• Anti-corruption manual
• Whistle blowing policy
The governance documents set out principles for how business
should be conducted, and these also apply to Thor Medical’s
subsidiaries. The Code covers 15 topics and this statement
covers each of these topics and states Thor Medical’s adherence
to the Code.
Business
Thor Medical’s business is clearly defined in Section 3 in the
company’s articles of association as adopted on the annual general
meeting 28 June 2023 as follows: “The objective of the company is
to supply alpha emitters to suppliers and developers of innovative
drugs targeting indications of high unmet medical need, including
any medical products and equipment, and to run business related
thereto or associated therewith.”
The board is responsible for defining the company’s strategies,
primary objectives and risk profiles and to support the company’s
value creation to shareholders in a sustainable manner. These are
taking into account financial, social and environmental considera-
tions, are evaluated yearly and described in the annual report.
Equity and dividends
Equity and capital structure
The board shall ensure that the company has a capital structure
that is suitable for its objectives, strategy, and risk profile. Total
issued share capital as of 31 December 2023 amounted to
NOK 46 707 801, divided into 233 539 006 shares, each with
a par value of NOK 0.20.
Dividend policy
Thor Medical expects to create long-term value for its shareholders
through the establishment and commercialisation of industri-
al-scale plants for production of alpha-emitting radioisotopes
for cancer therapy. This will require significant investments, and
although the company aims to reward its investors with competi-
tive returns on invested capital it does not expect to be in position
to distribute dividends at least until the first plant is fully up and
running and generating profits. Correspondingly, the company has
not proposed to pay any dividends for 2023. The mandate to the
board to increase Thor Medical’s share capital is tied to defined
purposes and limited in time no later than the date of the next AGM.
Board authorisations
The AGM held 28 June 2023 approved increasing the share capital
to acquire 100 per cent of the outstanding shares in Thor Medical
AS. The issuance was directed towards the former shareholders in
Thor Medical AS, who contributed with their shares as a contribu-
tion in-kind. The increase in share capital consisted of 116 769 503
new shares, each with a par value of NOK 0.20, for a total amount
of NOK 23 353 900.
The AGM held 28 June 2023 further granted an authorization to
increase the share capital by an amount limited to NOK 264 093.80.
The authorization may only be used to issue shares to members of
the company’s board, who have elected to receive all or part of their
board remuneration in the form of restricted stock units (RSUs).
The authorization is valid until the annual general meeting in 2024,
but no longer than to 30 June 2024.
The authorization is carefully considered to advance our strategic
objectives, enhance governance transparency, and foster greater
alignment of interests between stakeholders. It serves as a pivotal
mechanism to drive sustained value creation for our shareholders
while upholding the highest standards of corporate governance
Pursuant to the board authorization granted by the AGM, the board
of directors resolved to issue 734 205 new shares towards two
former board members that exercised RSUs. The number of RSUs
outstanding at the end of 2023 is 1 320 469.
Furthermore, the AGM granted the board an authorization to
increase the share capital by NOK 4 641 412 by issuing up to
23 207 060 new shares, each with a nominal value of NOK 0.20.
The authorization may be used to strengthen the Company’s equity,
general business purposes, including but not limited to financing
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acquisitions of other companies, businesses or assets, or in
connection with an incentive program for employees. The author-
ization replaces the authorization granted at the Company’s AGM
2022, and is valid until the annual general meeting in 2024, but no
longer than until 30 June 2024..As per the date of this document,
the authorization has not been used.
Equal treatment of shareholders
It is the company’s policy to treat all shareholders equally. Thor
Medical 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. The nominal value of each share
is NOK 0.20.
If the board resolves to carry out a share issue without pre-emption
rights for existing shareholders, then the justification shall be
publicly disclosed in a stock exchange announcement issued in
connection with the share issue.
Freely negotiable shares
There are no restrictions related to owning, trading or voting for
shares in Thor Medical.
General meetings
The board ensures that the company’s shareholders can participate
in the company’s general meetings, and that the general meetings
are an effective forum for the views of shareholders and the board.
Participation and execution
The chair of the board, the CEO and CFO are present at the AGMs,
along with the chair of the nomination committee and the company
auditor.
The board ensures that:
• Resolutions and supporting information distributed are
sufficiently detailed, comprehensive and specific to allow share-
holders to form a view on all matters to be considered at the
meeting
• Any deadline for shareholders to give notice of their intention to
attend the meeting is set as close to the date of the meeting as
possible
• The general meeting is able to elect an independent chair for the
general meeting
• Shareholders who are unable to participate themselves may cast
a vote on each agenda item electronically or vote by proxy.
Notification
The notice of the general meeting includes information regarding
shareholders’ rights and guidelines for registering and voting at the
general meeting. The company provides information on the proce-
dure for representation at the general meeting through proxy, and
a proxy form which allows separate voting instructions for each
individual matter, including on each individual candidate nominated
for election, is attached to the notice.
Nomination committee
The nomination committee is laid down in the company’s articles of
association and the general meeting has stipulated guidelines for
the duties of the nomination committee.
The nomination committee consists of three members. The general
meeting elects the members of the nomination committee, its chair
and determines the committee’s remuneration. The majority of the
members shall be independent of the board and the management.
The nomination committee shall not include the any executive
personnel or any member of the company’s board of directors.
All shareholders are invited to propose candidates for the board
and the nomination committee.
The AGM held 28 June, 2023, elected Didrik Leirvang (chair), Jørn
Aage Johansen, and Jon Magne Asmyr as members of the nomina-
tion committee for a period until the AGM in 2024.
The nomination committee’s duties include proposing candidates
for election to the board and the nomination committee and
proposing fees to be paid to such members.
Board of directors:
Composition and independence
The composition of the board shall ensure that it can act inde-
pendently of any special interests. The board consists of; Ludvik
Sandnes (chair), John Andersen, Jr., and Mimi Berdal.
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Ludvik Sandnes (chair) and Mimi Berdal are independent of the
company’s executive personnel, material business contacts
and the company’s major shareholder(s). John Andersen, Jr., is
independent of the company’s executive personnel and material
business contacts.
The company’s board of directors meet the requirements for
gender representation, with no more than 2 out of 3 members
representing one of the genders.
The biographies of the board members are presented on the
company’s website and the board members’ shareholding in
Thor Medical ASA is disclosed in note 6.3 to the annual accounts.
An overview of the board members’ attendance at board meetings
is included in their respective biographies in the annual report.
The work of the Board of Directors
Rules of procedure for the Board of Directors
The Board of Directors is responsible for the overall management
of the company and shall supervise the company’s day-to-day
management and the company’s activities in general.
The Norwegian Public Limited Liability Companies Act regulates
the duties and procedures of the Board of Directors. In addition,
the Board of Directors has adopted supplementary rules of
procedures, which provide further regulation on inter alia the
duties of the Board of Directors and the chief executive officer
(CEO), the division of work between the Board of Directors and the
CEO, the annual plan for the Board of Directors, notices of Board
proceedings, administrative procedures, minutes, Board commit-
tees, transactions between the company and the shareholders and
confidentiality.
Transactions with close associates
The Board of Directors aims to ensure that any not immaterial
future transactions between the company and shareholders, a
shareholder’s parent company, members of the Board of Directors,
executive personnel or close associates of any such parties are
entered on arms-length terms. For any such transactions which
do not require approval by the General Meeting pursuant to the
Norwegian Public Limited Liability Companies Act, the Board of
Directors will on a case-by-case basis assess whether a fairness
opinion from an independent third party should be obtained.
On 30 November 2023 Thor Medical announced that the Board had
entered into an agreement to transfer the “Nanovector Patents”
to company NucliThera AS, a related party of primary insider and
Chairman of the Board Ludvik Sandnes. Subject to the terms and
conditions of the agreement, NucliThera AS will assume full owner-
ship, title, and interest to the Nanovector Patents and lab facilities
as Kjelsåsveien in Oslo, with Thor Medical retaining interest through
an undisclosed profit-sharing agreement in the event of successful
commercialization of the patents.
During the second half of 2023 the Company purchased profes-
sional services for NOK 2.0 million from its largest shareholder
Scatec Innovation AS, close associates to primary insider and board
member John Andersen jr. The services purchased are related to
finance and accounting, legal, and IT, and include the hire of Brede
Ellingsæter as the Company’s CFO. Furthermore, the services are
provided under a service agreement and the arrangement provides
a flexible and cost-effective solution at the current stage. All services
are purchased at market rates. For information regarding related
party transactions, see Note 8.2 in the annual report.
The Board of Directors meets at least 6 times per year. The CEO
informs the Board about the company’s activities, position and
profit trend. In 2023, the Board held 6 ordinary meetings and 6
additional meetings.
Guidelines for directors and executive management
The Board of Directors has adopted rules of procedures for the
Board of Directors which inter alia include guidelines for notification
by members of the Board of Directors and executive management
if they have any material direct or indirect interest in any transaction
entered by the company.
The Board of Directors’ consideration of material matters in which the
chairman of the Board is, or has been, personally involved, shall be
chaired by some other member of the Board. In relation to the approval
of the sale of the “Nanovector Patents” to NucliThera AS, a related
party of chairman Ludvik Sandnes, Mr. Sandnes decleared conflict of
interest and withdrew from the decision process in the board.
The audit committee
The company’s audit committee is governed by the Norwegian
Public Limited Liability Companies Act and a separate instruction
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adopted by the Board of Directors. The members of the audit
committee are appointed by and among the members of the Board
of Directors. A majority of the members shall be independent of the
company’s executive management, and at least one member shall
have qualifications within accounting or auditing. Board members
who are also members of the executive management cannot be
members of the audit committee. On 31 December 2023, the Board
of Directors constitute the audit committee, all considered inde-
pendent of the company. However, Ludvik Sandnes, as former CEO
of the company, may not be considered 100% independent from
management.
The main tasks of the audit committee is to:
• Prepare the Board of Directors’ supervision of the company’s
financial reporting process and advise the Board regarding the
integrity of the financial reporting
• Prepare the board’s quality assurance of sustainability reporting
and information on climate-related matters
• Monitor the systems for internal control and risk management
• Have contact with the company’s auditor regarding the audit of
the annual accounts and inform the Board of Directors of the
result of the audit
• Review and monitor the independence of the company’s auditor,
including in particular the extent to which services other than
auditing provided by the auditor or the audit firm rep
The audit committee reports and makes recommendations to the
Board of Directors, but the Board of Directors retains responsibility
for implementing such recommendations.
Other board committees
On 31 December 2023, the complete Board of Directors constitute
the compensation committee. The primary purpose of the compen-
sation committee is to assist and facilitate the decision-making
of the Board of Directors in matters related to the remuneration
of the executive management of the company, review recruitment
policies, career planning and management development plans,
and prepare matters relating to other material employment issues
with respect to the executive management. The remuneration
committee reports and makes recommendations to the Board of
Directors, but the Board of Directors retains responsibility for imple-
menting such recommendations. There were no other committees
established by the board.
The Board’s evaluation of its own work
The Board of Directors conducts an annual assessment of its
performance and expertise, which is presented to the nomination
committee.
Risk management and internal control
The Board of Directors ensures that the company maintains robust
internal controls and risk management systems tailored to the
scale and scope of its operations. This includes conducting an
annual risk assessment and reviewing quarterly financial state-
ments presented by management, which provide insights into
current business performance and associated risks. The board
evaluates significant risks such as strategic, financial, liquidity, and
operational risks, including those related to product development,
on an ongoing basis and at least once a year. The finance function
is accountable for preparing financial statements in compliance
with applicable laws and regulations, including IFRS as adopted by
the EU, while the audit committee scrutinizes these statements,
focusing on transaction types with significant impacts on the finan-
cials. Management controls are executed at a senior level within
the company.
Moreover, the Board of Directors conducts continual risk assess-
ments to identify potential risks and address any incidents,
engaging external expertise if necessary. This thorough evaluation,
conducted annually alongside the review of the company’s financial
statements, ensures a comprehensive understanding of the compa-
ny’s situation. Bi-annual financial statements are also reviewed to
keep the board and shareholders informed about current business
performance and associated risks. Policies and procedures are
established to manage risks specific to Thor Medical’s operations,
integrating considerations related to stakeholder involvement
in value creation. Additionally, the board ensures the company
upholds corporate values, ethical guidelines, and sustainability
practices through effective internal controls and reporting mecha-
nisms, which are detailed in the annual report.
Remuneration of the Board of Directors
The remuneration of the board is proposed by the nomination
committee and decided by the shareholders at the AGM of the
company. The level of remuneration of the board reflects the
responsibility of the board, its expertise and the level of activity
in both the board and any board committees. The company has
not granted share options to board members. The company has,
however, granted restricted stock units (RSUs) to board members
that have elected to receive all or part of their remuneration
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determined by the AGM in advance in the form of restricted stock
units. The number of restricted stock units allocated to the board
members is determined based on a subscription price equal to
0.71944 per share, which is equal to the subscription price for the
shares issued towards the former shareholders of Thor Medical AS.
The remuneration of the board is thus not linked to the company’s
performance. If board members, or companies associated with
board members, take on specific assignments for the company
in addition to their appointments as board members, this will be
reported to the board and the board will approve the remuneration
for such additional duties.
The chairman prior to the AGM in 2023 was awarded NOK 200 000
for additional board related work between 3 January and the AGM.
The AGM agreed that the compensation could be converted into
shares based on a subscription price equal to 2.27607, the daily
average volume-weighted market price of the Company’s shares in
the period from and including 6 June and including 27 June 2023.
Salary and other remuneration for senior executives
The board has established guidelines on the salary and other
remuneration for executive personnel that are clear and easily
understandable, and contribute to the company’s commercial
strategy, long-term interests and financial viability. The perfor-
mance-related remuneration of the executive personnel, such
as equity incentives and bonus programmes, are linked to value
creation for shareholders. The annual bonus element is subject to
an absolute limit of 55 per cent for the company’s CEO and 45 per
cent for other executives. These guidelines are included in the
Remuneration Report for 2023.
Information and communication
Thor Medical is committed to treat all shareholders equally and will
provide timely and precise information about the company and its
operations to its shareholders, the Oslo Stock Exchange and the
financial markets in general through the Oslo Stock Exchange’s
information system. Such information will be given in the form
of annual reports, half year reports, press releases, notices to the
stock exchange, capital market days and investor presentations.
The board has established several guidelines related to the compa-
ny’s disclosure of information to the financial markets and for the
contact with shareholders, as mentioned in “Corporate Governance
in Thor Medical ASA” above.
The company publishes a financial calendar with an overview of
the dates for important events, such as the AGMs and release of
interim reports.
Take-overs
In the event of a takeover offer, the Board of Directors adheres to
established guiding principles aimed at maintaining impartiality
and equitable treatment of shareholders. The board refrains
from obstructing or complicating bids for the acquisition of the
company’s operations or shares and ensures shareholders receive
equal treatment. If a takeover offer is received, the board engages
an independent expert to conduct a valuation and provides a
recommendation regarding shareholder acceptance. Additionally,
the board guarantees uninterrupted company activities, ensures
shareholders have adequate information and time to evaluate the
offer, and considers relevant recommendations from the Code of
Practice, assessing their applicability to the specific circumstances.
Auditor
The company’s external auditor is EY. The auditor is appointed
in the AGM and is independent of Thor Medical ASA. The board
ensures that the company’s auditor on an annual basis presents
to the audit committee the main features of the plan for the perfor-
mance of the audit work. The auditor participates in meetings with
the board that deals with the annual financial statements and, at
least once a year, carries out a review of the company’s procedures
for internal control in collaboration with the audit committee.
In addition, the external auditor meets with the board, without
management being present, at least once per year.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2222 GovernanceGovernance | Corporate governance reportGovernance | Corporate governance report
Sustainability
Thor Medical ASA (“Thor Medical” or “the Company”) is an
emerging supplier of radionuclides, primarily alpha particle
emitters, from naturally occurring thorium. Its proprietary
production process requires no irradiation or use of
nuclear reactors, and provides reliable, environmentally
friendly and cost-efficient supply of alpha-emitters for the
radiopharmaceutical industry. Thor Medical is headquartered in
Oslo, Norway and listed on the Oslo Stock Exchange under the
ticker symbol “TRMED”.
Thor Medical strategically repositioned during 2023, following the completion of Nordic
Nanovector ASA’s acquisition of all the issued and outstanding shares in Thor Medical AS, a
company founded by Scatec Innovation and other shareholders in 2017. More information is
available in the Company’s Board of Directors report in the annual report 2023.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2323 SustainabilitySustainability Sustainability
Business model
Thor Medical’s strategy is to supply alpha-emitters to radiop-
harmaceutical companies for use in novel cancer therapies.
Alpha-emitters make it possible to eradicate cancer cells while
minimizing damage to nearby healthy cells. Thor Medical will use
natural thorium Th-232 as feedstock.
The natural thorium, sourced from mining operations, will be
processed using Thor Medical’s proprietary process for the sepa-
ration of Th-232 into the world’s purest Th-228. Thor Medical’s
Th-228 will be processed into Ra-224/Pb-212 at the customers’
regional facilities to create radiotherapeutic products, before being
distributed to hospitals and cancer clinics for patient treatment.
The Company intends to demonstrate the technology and verify
the products at its pilot facility at Herøya Industrial Park, Norway
in 2024, before developing an industrial-scale production site. A
final investment decision on such a site is expected in 2025 with
expected start of production in 2027).
The Company is targeting a high-margin business model for the
production of a key component in promising radiotherapeutic
cancer treatments. More about the business model and financial
targets can be found in the Board of Director’s report in the annual
report 2023.
Turning waste into next-generation cancer therapies
Proprietary process
for separation of
Th-232 into the
world’s purest
Th-228
Thorium-232
– a naturally
occurring
isotope
Generating Ra-224/
Pb-212 andlinking to
targeting molecule
to create radiothera-
peutic
Distribution to
hospitals and cancer
clinics for patient
treatment
Thor Medical
Thor Medical plant
Th-228 half-life:
1.9 years
Sourcing from
mining operations
Th-232 half-life:
14 billion years
Generators and radiother-
apeutic production
Ra-224 half-life: 3.6 days
Pb-212 half-life: 10.6 hours
Hospitals and
treatment centres
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2424 SustainabilitySustainability Sustainability
Sustainability approach and highlights
Thor Medical’s strategic positioning in 2023 has resulted in a new strategy. From a sustainability perspective, 2023 has largely been about
positioning the Company, updating the governance structure, and securing key hires to lay a foundation to execute on the Company’s goals.
Consequently, the Governance and Social sections will receive the most attention in this year’s report, while the Environment section is intended
to be expanded as the Company moves closer to production. The Company currently has no industrial production volume or revenues.
Thor Medical 2023 sustainability highlights include
Updating the
Company’s Code
of Conduct,
August 2023
Completion of the
Statement under
the Norwegian
Transparency Act,
October 2023
Attracting
key expertise to
position for growth,
announcing
key hires,
October 2023
Continuing to
develop and build
the organization
will remain a key
priority in 2024.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2525 SustainabilitySustainability Sustainability
Thor Medical standards
• We strive to better understand and report the greenhouse gas
emissions we produce and the greenhouse gas emissions we
abate through our major products
• We will safely arrange for the disposal of raw materials, products
and waste in an environmentally friendly manner
The Company’s business will, once operational, involve the use
of hazardous materials, chemical, biological and radioactive
compounds and is thus exposed to environmental risks. It is Thor
Medical’s goal to minimize the environmental impact of the planned
pilot facility and industrial-scale plant by controlling the waste
treatment of all such chemicals.
Thor Medical prepares to maintain safety monitoring records in
compliance with all applicable legislation. The Company treats
dangerous waste in accordance with local laws, and ensure that
training of employees takes place on all handling of hazardous
materials, laboratory and other safety aspects, and on other
relevant environmental policies for conducting the Company’s
business.
Thor Medical currently has no production sites and does not own
buildings. Nonetheless, the Company aims to continuously reduce
its environmental impact, for example by recycling and replacing
paper with digital means to the extent possible. The Company also
strives towards avoiding unnecessary travel and promotes the use
of online meeting facilities, when possible, to reduce CO
2
footprint
to a minimum.
Key risks:
• Thor Medical is currently not in industrial production and
perceives the environmental risk at the end of the reporting
period as limited. Handling and disposal of hazardous, chem-
ical, biological and radioactive compounds, and regulatory
compliance and safety monitoring, will be critical from both an
environmental and operational perspective when commencing
operations.
Environment
Thor Medical is committed to keeping
the Company’s environmental impact
to a minimum, reducing waste, and
handling it safely and responsibly.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2626 SustainabilitySustainability | EnvironmentSustainability | Environment
A key to achieving the Company’s mission is to make Thor Medical
a great place to work. Thor Medical’s business culture is based
on collaboration and a distinct sense of commitment to the
Company’s vision and strategy.
Thor Medical promotes a productive working environment and
does not tolerate disrespectful behavior. The Company has a
whistle-blower strategy in place to deal with any staff concerns at
any level within the organization. Employees are encouraged and
expected to report any concerns and all reports made in good faith
will be looked into internally. If serious allegations are made, the
Company may decide to engage external resources to assist with
an investigation. Disciplinary actions, retaliations or any negative
reactions from Thor Medical towards a person who has provided a
report is unlawful under the whistle-blowing policy.
The Company is committed to conducting business in line with all
fundamental human rights. The Company has a responsibility to
avoid adverse impacts on employees, suppliers and other stake-
holder groups affected by Thor Medical’s operations.
The Company values the diversity of the workforce and is
committed to having a safe workplace with equal opportunities for
all, free from any discrimination, bullying or harassment.
Thor Medical’s standards
• We oppose any form of less favorable treatment on the grounds
of color, nationality, ethnicity, gender, age, sexual orientation,
disability, religion or beliefs
• We are committed to the fair and respectful treatment of all job
applicants, employees, contractors, suppliers, agency workers,
visitors and customers
Thor Medical continuously works for zero harm to personnel,
assets and the environment. We work systematically to identify,
assess and respond appropriately to all occupational health, safety
and security risks.
At the end of 2023, the Company employed 2 people, of which
1 was a part-time employee. In addition, the Company had 1
contractor. The Company has traditionally recruited from environ-
ments with relatively equal representation of women and men.
Social
Attracting, developing, and retaining
high-quality staff is paramount to Thor
Medical’s success. The Company’s
employees are at the heart of this
through their commitment, dedication
and day-to-day contribution.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2727 SustainabilitySustainability | SocialSustainability | Social
The team of employees consists of 0 per cent females and 100 per
cent males, all of the same nationality.
The current Board of Directors consists of two men and one
woman, whereas the Technical Advisory Board is made up of one
woman and one man. Thor Medical’s management consisted of 3
men at the end of the reporting period. Following the announced
management changes in October 2023, the management will
consist of 2 males and 1 female, effective on 1 January 2024.
The Company reported 0 employee accidents or injuries in 2023.
Sick leave in Thor Medical amounted to 0 working days in 2023,
corresponding to 0 per cent sick leave (short-term and long-term
sickness absence). This compares to the 165 working days
and 2 per cent of sick leave (short-term and long-term sickness
absence) reported in 2022. Due to the company’s 2023 reposi-
tioning and organizational adjustments, the figures are not directly
comparable.
Key risks
• Workforce retention and talent acquisition risks: The ability to
attract, develop, and retain high-quality staff is crucial for Thor
Medical’s success. A failure to maintain a competitive and
appealing work environment, or to address the expectations
and needs of potential and current employees effectively, could
significantly impact the Company’s operational efficiency and
innovation capabilities.
• Workplace culture and conduct risks: Despite Thor Medical’s
commitment to a productive working environment and the
implementation of a whistle-blower strategy, there remains a risk
of incidents related to discrimination, bullying, or harassment.
Such incidents could undermine the Company’s culture of
collaboration and commitment, potentially leading to employee
dissatisfaction, decreased morale, and legal challenges.
• Health, safety, and security risks: While Thor Medical strives
for zero harm to personnel, assets, and the environment, and
systematically identifies, assesses, and responds to occupational
health, safety, and security risks, the inherent risk of workplace
accidents or incidents remains. Any failure to manage these risks
effectively could result in harm to employees, operational disrup-
tions, and reputational damage.
As Thor Medical progress towards operational pilot facility in 2024,
the Company remains committed to ensuring that all activities are
conducted in a manner that minimizes the risk of incidents related
to personnel, assets, and the environment. Particular attention is
given to radiation protection and safety in continuous dialogue with
the Norwegian Radiation and Nuclear Safety Authority (DSA) to
ensure compliance.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2828 SustainabilitySustainability | SocialSustainability | Social
Thor Medical has implemented several policies, guidelines and
procedures, including a Code of Conduct, for relevant topics,
including ethical and transparent interactions with stakeholders,
such as suppliers and healthcare professionals.
The Thor Medical Code of Conduct emphasizes ethical business
practices, requiring compliance with laws and a commitment to
integrity, dignity, and respect. It mandates reporting of suspicious
behavior or violations, ensuring accountability and transparency.
Additionally, the Code stresses the importance of a supportive
culture, valuing honesty and responsibility among employees and
partners to uphold the Company’s ethical standards and maintain
its reputation.
The Company expects its staff to exercise reasonable judgment
when conducting business. Thor Medical encourages staff to famil-
iarize themselves with and refer to these guidelines and policies to
ensure that they are acting according to them.
The Company expects our third-party suppliers to conduct busi-
ness with integrity, ethics and respect for human rights. Thor
Medical expects suppliers to actively avoid conflicts of interest,
corruption and fraud. Furthermore, suppliers are required to adhere
to contractual terms that include anti-bribery and anti-corruption
provisions.
As a public company, it is also important that Thor Medical’s staff
understands the legal requirements of the rules of Euronext Oslo
Børs.
Research and development ethics
The radiotherapeutic industry is governed by extensive global and
European regulations and laws.
Thor Medical is committed to operate following responsible, ethical
and sound corporate and business principles and will always strive
to comply with applicable laws and regulatory requirements in all
areas of research and development.
Corporate governance structure
Thor Medical’s Board of Directors is responsible for ensuring that
the Company adheres to good corporate governance standards
and complies with the Norwegian Code of Practice for Corporate
Governance.
Governance
Thor Medical is committed to lawful
and ethical behavior towards all our
stakeholders and requires all members
of the board of directors and staff
to comply with applicable laws and
regulations.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
2929 SustainabilitySustainability | GovernanceSustainability | Governance
The board consisted of the chair and two directors at the end of the
reporting period. The management team, led by the CEO, reports
directly to the Board of Directors. The management team consisted
of the CEO, CFO and CTO at the end of the reporting period . The
BoD and management team are supported by a Technical Advisory
Board (TAB).
The TAB, consisting of two industry and technical experts, provides
guidance related to research and development, innovation and
technological advancements, regulatory strategy and risk manage-
ment. The TAB and the management team has at least four
sessions per year prior to the quarterly board meetings.
Anti-corruption and bribery
Thor Medical’s activities are covered by strict anti-corruption laws.
These laws not only prohibit receiving, offering or payment of a
bribe but require the Company to actively prevent suppliers and
partners from engaging in corruption on the Company’s behalf.
Any form of corruption by the Company’s employees, suppliers or
partners will harm Thor Medical and its reputation.
Thor Medical standards
• We strictly oppose all forms of corruption and will always comply
with applicable anti-corruption laws
• All our business relationships shall be entered in full transpar-
ency, the agreed compensation must be proportionate, and
payment only made against satisfactory documentation of work
performed
The Company’s Code of Conduct details the employees’ respon-
sibilities for anti-corruption, including receiving and providing
entertainment, hospitality and gifts. This also includes keeping
accurate books and records, reporting on directorships and owner-
ships and transparency on conflicts of interest.
Key risks:
• Supplier and partner integrity risk: The potential for third-party
suppliers and partners to engage in unethical behavior, such
as corruption, fraud, or conflicts of interest, despite contractual
obligations to comply with Thor Medical’s anti-bribery and
anti-corruption provisions. Such behavior could harm Thor
Medical’s reputation and operational integrity.
• Compliance risk: The risk of non-compliance with extensive
global and European regulations, laws, and ethical standards
governing the radiotherapeutic industry. This includes failure to
adhere to anti-corruption laws, which could result in legal penal-
ties, financial losses, and damage to reputation.
• Corporate governance and ethics training adequacy risk: The
challenge of ensuring that all members of the board of directors,
staff, and third-party suppliers are fully informed, understand, and
comply with Thor Medical’s policies, guidelines, and procedures
for ethical and transparent interactions through an organizational
and industrial scale-up phase. Inadequate training and failure to
foster a culture of ethical behavior and compliance could lead to
governance lapses and ethical violations.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3030 SustainabilitySustainability | GovernanceSustainability | Governance
Financial
statements
Consolidated financial statements
32
Parent company financial statements
63
Responsibility statement
86
Auditor’s report
87
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3131 FinancialsFinancials Financials
Consolidated financial statements
Consolidated statement of income
33
Consolidated statement of comprehensive income
34
Consolidated statement of financial position
35
Consolidated statement of changes in equity
37
Consolidated statement of cash flow
38
Notes to the Consolidated financial statements
39
Section 1 - Background
39
Section 2 - General accounting policies
39
2.1 Basis for preparation of the annual accounts
39
2.2 Consolidation principles
40
2.3 Functional currency and presentation currency
41
2.4 Significant accounting judgements, estimates and
assumptions
41
2.5 Other accounting policies
42
Section 3 - Operating activities
43
3.1 Other operating expenses
43
3.2 Payroll and related expenses
43
3.3 Government grants
44
3.4 Other current receivables and prepayments
44
3.5 Other current liabilities
45
3.6 Auditors fee
45
3.7 Discontinued operations
46
Section 4 - Asset base
47
4.1 Property, plant and equipment
47
4.2 Intangible assets
48
Section 5 - Risk management, financial instruments,
capital structure and equity
49
5.1 Risk factors and risk management
49
5.2 Cash and cash equivalents
50
5.3 Current liabilities
51
5.4 Share capital and shareholder information
52
5.5 Finance income and finance expenses
53
5.6 Earnings per share (EPS)
53
Section 6 - Remuneration
54
6.1 Remuneration to management
54
6.2 Share-based payments and incentive program
55
6.3 Remuneration to the board
56
Section 7 - Tax
58
7.1 Income tax
58
Section 8 - Group structure
59
8.1 Information about subsidiaries
59
8.2 Transactions with related parties
60
8.3 Business combinations
61
Section 9 - Other disclosures
62
9.1 Events after the reporting date
62
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3232 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Consolidated statement of income
For the year ended 31 December
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
| Continuing operations | |||
Revenues | |||
Total operating revenue | |||
| Payroll and related expenses | 3.2 | ||
| Depreciation and impairment | 4.1, 4.2 | ||
| Other operating expenses | 3.1 | ||
Total operating expenses | |||
Operating profit (loss) | ( | ||
| Finance income and finance expenses | |||
| Finance income | 5.5 | ||
| Finance expenses | 5.5 | ||
| Net currency gains (loss) | 5.5 | ( | |
Net finance income (expenses) | |||
Net profit before income tax from continuing operations | ( | ||
| Income tax | 7.1 | ||
Loss for the year from continuing operations | ( | ||
| Discontinued operations | |||
| Loss after tax from discontinued operations | 3.7 | ( | ( |
Loss for the year | ( | ( |
The accompanying notes are an integral part of these financial statements.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3333 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Consolidated statement of comprehensive income
For the year ended 31 December
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
| Other comprehensive income (loss), net of income tax that | |||
| may be reclassified to profit and loss in subsequent periods | |||
Translation effects | ( | ||
Other comprehensive income (loss), net of income tax not to be reclassified to profit and loss in subsequent periods | |||
Remeasurement gains (losses) on defined benefit plans | ( | ||
Total comprehensive income (loss) for the year | ( | ( | |
Loss for the year attributable to owners of the parent | ( | ( | |
Total comprehensive income (loss) for the year attributable to owners of the parent | ( | ( | |
| Earnings (loss) per share (continuing operations) | |||
| Basic and diluted earnings (loss) per share | 5.6 | ( | ( |
The accompanying notes are an integral part of these financial statements.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3434 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Consolidated statement of financial position
For the year ended 31 December
(Amounts in NOK 1 000) Note 2023 | 2022 | ||
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 4.1 | ||
Right-of-use-assets | |||
| Intangible assets | 4.2 | ||
Total non-current assets | |||
| Current assets | |||
| Receivables | |||
| Other current receivables and prepayments | 3.4 | ||
Total current receivables | |||
| Cash and cash equivalents | 5.2 | ||
Total current assets | |||
TOTAL ASSETS |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3535 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 5.4 | ||
| Share premium | 5.4 | ||
| Other paid in capital | 5.4 | ||
Retained earnings | ( | ( | |
Total equity | |||
| Liabilities | |||
| Non-current liabilities | |||
| Deferred tax liabilities | 4.2 | ||
Net employee defined benefit liabilities | |||
Total non-current liabilities | |||
| Current liabilities | |||
| Accounts payable | 5.3 | ||
| Tax payable | 5.3, 7.1 | ||
Lease liability | |||
| Other current liabilities | 3.5, 5.3 | ||
Total current liabilities | |||
Total liabilities | |||
TOTAL EQUITY AND LIABILITIES |
The accompanying notes are an integral part of these financial statements.
Oslo 20 March 2024
The Board of Directors of Thor Medical
Ludvik Sandnes John Andersen Jr. Mimi Berdal
Chairman of the Board
Dr. Alf Bjørseth
Chief Executive Officer (CEO)
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3636 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Consolidated statement of changes in equity
For the year ended 31 December
| Other paid in | Accumulated | Translation | Remeasurement | |||||
(Amounts in NOK 1 000) | Note | Share capital | Share premium | capital | losses | effects | gains (losses) | Total equity |
Balance at 1 January 2022 | ( | ( | ||||||
Loss for the year | ( | ( | ||||||
Other comprehensive income (loss) for the year, net of income tax | ||||||||
Total comprehensive income for the year | ( | ( | ||||||
| Recognition of share based payments - options and PSUs | 3.2, 6.2 | ( | ( | |||||
| Recognition of share based payments - RSUs | 3.1, 6.2 | |||||||
| Issue of ordinary shares | 5.4 | |||||||
| Issue of ordinary shares under share options and RSUs | 5.4 | |||||||
Transaction costs | ( | ( | ||||||
Reclassification of accumulated losses | ( | |||||||
Balance at 31 December 2022 | ( | |||||||
Loss for the year | ( | ( | ||||||
Other comprehensive income (loss) for the year, net of income tax | ( | ( | ( | |||||
Total comprehensive income for the year | ( | ( | ( | ( | ||||
Reclassification | ( | |||||||
| Recognition of share based payments - RSUs | 3.1, 6.2 | |||||||
| Issue of ordinary shares | 5.4 | |||||||
| Issue of ordinary shares under share options and RSUs | 5.4 | |||||||
Transaction costs | ( | ( | ||||||
Changes from discontinued operations | ||||||||
Balance at 31 December 2023 | ( |
The accompanying notes are an integral part of these financial statements.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3737 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Consolidated statement of cash flow
For the year ended 31 December
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
| Cash flows from operating activities | |||
Loss before income tax from continuing operations | ( | ||
Loss before income tax from discontinued operations | ( | ( | |
Loss before income tax | ( | ( | |
| Adjustments for: | |||
| Interest paid | 5.5 | ||
| Interest received | 5.5 | ( | |
| Finance income from discontinued operations | 3.7 | ( | ( |
| Share based payment expense employees | 3.2, 6.2 | ( | |
| Share based payment expense restricted share units (RSUs) board | 3.1, 6.2 | ||
| Taxes paid | 7.1 | ( | ( |
| Depreciation and impairment | 4.1, 4.2 | ||
| Currency (gains) losses not related to operating activities (unrealised) | 5.5 | ( | ( |
Change in net working capital e.g. | ( | ( | |
Net cash flows from operating activities | ( | ( |
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
| Cash flows from investing activities | |||
| Investment in property plant and equipment | 4.1 | ( | |
| Cash acquired through business combination | 8.3 | ||
| Interest received | 5.5 | ||
Net cash flows from investing activities | ( | ||
| Cash flows from financing activities | |||
| Gross proceeds from equity issue | 5.4 | ||
Transaction costs | ( | ( | |
Payment of principle portion of lease liabilities | ( | ( | |
| Interest paid | 5.5 | ( | |
Net cash flows from financing activities | ( | ||
| Effects of exchange rate changes on cash and cash equivalents | 5.5 | ||
Net change in bank deposits, cash and equivalents | ( | ( | |
Cash and equivalents at beginning of year | |||
| Cash and equivalents at end of year | 5.2 |
The accompanying notes are an integral part of these financial statements.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3838 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Notes to the Consolidated financial statements
Section 2 - General accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied in all periods presented. Amounts are in Norwegian kroner (NOK)
unless stated otherwise. The functional currency of Thor Medical ASA is NOK.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
3939 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4040 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4141 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
2.5 Other accounting policies
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4242 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
Research and development costs | 945 | - | |
| Government grants | 3.3 | (41) | - |
| Transactions with related parties | 8.2 | 1 013 | - |
Other administrative costs | 1 571 | - | |
Total other operating expenses | 3 487 | - |
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
Salaries and bonus | 6.2 | 1 527 | - |
Social Security tax | 207 | - | |
| Pension expense | 6.1 | 116 | - |
| Share-based payment employees | 6.2 | 1 212 | - |
| Accrued employer's social security on share based payment | 6.2 | 121 | - |
Other | 299 | - | |
| Government grants | 3.3 | (138) | - |
Total payroll and related expenses | 3 342 | - | |
Average number of full-time equivalent employees | 1.5 | - |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4343 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
| Government grants have been recognised in the income | |||
statement as a reduction for the related expenses with the following amounts: | |||
| Payroll and related expenses | 3.2 | 138 | - |
| Other operating expenses | 3.1 | 41 | - |
Total | 179 | - | |
| Grants receivable are detailed as follows: | |||
Grants from SkatteFUNN | 179 | - | |
| Total 31.12 | 3.4 | 179 | - |
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
Government grants | 3.3 | 179 | 4 750 |
Refundable VAT | 488 | 2 906 | |
Prepaid expenses | 426 | 877 | |
Rental deposits | 70 | 1 588 | |
Other receivables | 2 417 | 271 | |
Other current receivables and prepayments 31.12 | 3 579 | 10 392 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4444 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | 2023 | 2022 |
Unpaid duties and charges | 1 131 | 3 483 |
Unpaid vacation pay | 358 | 1 425 |
| Accrued social security related to outstanding non exercised | ||
options, PSUs and RSUs | 121 | 9 |
Other accrued costs | 734 | 4 333 |
Other current liabilities 31.12 | 2 343 | 34 272 |
(Amounts in NOK 1 000) | 2023 | 2022 |
Audit fee | 226 | - |
Audit related work | - | - |
Tax services | - | - |
Total | 226 | - |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4545 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | 2023 | 2022 |
Net cash flows from operating activities | (24 131) | (404 651) |
Net cash flows from investing activities | - | (2 464) |
Net cash flows from financing activities | (159) | 228 125 |
Cash flows from discontinued operations | (24 290) | (178 990) |
(Amounts in NOK 1 000) | 2023 | 2022 |
Revenues | 4 108 | - |
Total operating revenue | 4 108 | - |
Payroll and related expenses | 10 490 | 78 527 |
Depreciation and impairment | 386 | 11 202 |
Other operating expenses | 19 752 | 227 632 |
Total operating expenses | 30 628 | 317 361 |
Operating profit (loss) | (26 520) | (317 361) |
| Finance income and finance expenses | ||
Finance income | 3 969 | 3 289 |
Finance expenses | - | 259 |
Net currency gains (loss) | 1 550 | 3 959 |
Net finance income (expenses) | 5 520 | 6 989 |
Loss before income tax | (21 000) | (310 372) |
Income tax | - | (869) |
Loss for the year from dicontinued operations | (21 000) | (311 241) |
| Earnings (loss) per share (discontinued operations) | ||
Basic and diluted earnings (loss) per share | (0.12) | (2.70) |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4646 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
| Laboratory | Office | Permanent | Furniture and | ||
| (Amounts in NOK 1 000) | equipment | equipment | building fixtures | fittings | Total |
Cost at 1 January 2022 | 3 975 | 3 296 | 4 027 | 1 408 | 12 707 |
Additions in the year | 5 503 | 125 | 5 628 | ||
Disposals in the year | (5 503) | (1 976) | (7 479) | ||
Cost at 31 December 2022 | 3 975 | 1 445 | 4 027 | 1 408 | 10 855 |
Additions in the year | 1 118 | 69 | 1 187 | ||
Disposals in the year | (334) | (1 340) | (4 027) | (1 408) | (7 109) |
Cost at 31 December 2023 | 4 759 | 174 | - | - | 4 933 |
Accumulated depreciations 1 January 2022 | 3 427 | 3 124 | 3 988 | 1 408 | 11 941 |
Depreciations in the year | 310 | 150 | 39 | 6 | 505 |
Impairment in the year | 5 503 | 5 503 | |||
Disposals in the year | (5 503) | (1 971) | (7 474) | ||
Accumulated depreciation at 31 December 2022 | 3 737 | 1 303 | 4 027 | 1 408 | 10 475 |
Depreciations in the year | 186 | 145 | - | - | 331 |
Impairment in the year | - | ||||
Disposals in the year | (139) | (1 306) | (4 027) | (1 408) | (6 881) |
Accumulated depreciation at 31 December 2023 | 3 784 | 142 | - | - | 3 925 |
Net carrying amount at 31 December 2022 | 238 | 142 | - | - | 380 |
Net carrying amount at 31 December 2023 | 975 | 32 | - | - | 1 008 |
Estimated useful life | 3–5 years | 2–3 years | 2–5 years | 3–5 years | |
Depreciation method | straight-line | straight-line | straight-line | straight-line |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4747 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
| Research and | |||
| (Amounts in NOK 1 000) | Development | Goodwill | Total |
Cost at 31 December 2022 | - | - | - |
Acquired through business combinations | 247 265 | 37 216 | 284 481 |
Disposals in the year | - | - | - |
Cost at 31 December 2023 | 247 265 | 37 216 | 284 481 |
Accumulated depreciation at 31 December 2022 | - | - | - |
Depreciations in the year | - | - | - |
Impairment in the year | - | - | - |
Disposals in the year | - | - | - |
Accumulated depreciation at 31 December 2023 | - | - | - |
Net carrying amount at 31 December 2022 | - | - | - |
Net carrying amount at 31 December 2023 | 247 265 | 37 216 | 284 481 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4848 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Section 5 - Risk management, financial instruments, capital structure and equity
5.1 Risk factors and risk management
Risk management is an integrated part of Thor Medical’s operating system. The Company is continuously
developing and systemising its approach to risk management to prepare for its commercial phase through
policies and procedures, which are followed up by the management team and relevant functions. The main risk
management policies are reviewed and approved by the Board of Directors regularly.
Regulatory risk
Policies, regulatory framework conditions and sanctions have become increasingly important over the past
years. Thor Medical intends to develop a commercial business involving several countries, from raw material
sourcing, through production and delivery to customers. Trade tensions, sanctions and other changes in regu-
latory framework conditions could negatively influence the Company’s access to raw materials sourcing, as
well as access to attractive end-markets.
Business risk
The main business risks that impact the Company’s future commercial operations relate to sales prices and
sales volumes for alpha emitters and the cost of natural thorium as a key raw material. As the Company and
the industry are in an early phase, there are risks associated with expected sales prices that can be achieved in
the short and long term. In addition, the supply chain linked to industrial volumes of natural thorium is imma-
ture, which could create challenges in terms of procurement, reliability and price.
Organizational risk
Thor Medical employs highly educated and competent specialists within their fields, which will be crucial for
succeeding with the Company’s ambitions. Key employees leaving or challenges in attracting and retaining
critical expertise could negatively impact Thor Medical’s development.
Project development risk
Thor Medica’s growth relies on successful project development which is impacted by a number of factors
including availability grid capacity and securing interconnection, component prices, interest rate level, govern-
ment approval process, permits and access to competitive financing. Thor Medical employs a methodical
approach to industrialization, with the forthcoming launch of its pilot facility serving as the groundwork for the
establishment of a full-scale industrial plant. Additionally, the Company will evaluate expansion for a potential
second plant to scale alongside market demands post-2030. To support these ambitions, Thor Medical is
committed to continuously enhancing its project development expertise through a well-organized development
strategy.
Health, safety and security risk
Tens of workers will be involved in the eventual construction, maintenance services and operation of a future
large-scale industrial plant, exposing Thor Medical employees, suppliers and partners to potential health, safety
and security risk. Thor Medical work systematically to identify, assess and respond appropriately to all occupa-
tional health, safety and security risks.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
4949 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Cyber risk
Thor Medical recognises the critical nature of cybersecurity in safeguarding its proprietary technology and
sensitive data. In response to the evolving landscape of cyber threats, the Company has implemented and
will continue to implement robust security measures, site and office access control and employee training
programs to mitigate the risk of data breaches and cyber attacks
Climate risk
The most serious climate-related risks involve the physical impact of extreme weather events, including
droughts and floods. Extreme weather can cause physical damage to Thor Medical’s pilot or future industri-
al-scale plants and directly affect both safe and healthy, and operations including deliveries to customers. The
risk is mitigated through engineering in the design phase, regular inspections and emergency plans.
(Amounts in NOK 1 000) | 2023 | 2022 |
Employee withholding tax, restricted | 482 | 2 164 |
Variable interest rate bank accounts | 41 284 | 96 552 |
Total cash and cash equivalents 31.12 | 41 767 | 98 716 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5050 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
| Less than 3 | 3 to 12 | |||
(Amounts in NOK 1 000) | On demand | months | months | Total |
Accounts payable | 2 146 | (43) | 2 103 | |
Unpaid duties and charges | 768 | 768 | ||
Unpaid vacation pay | 358 | 358 | ||
Tax payable | - | |||
Accrued social security related to outstanding non exercised options, PSUs and RSUs 1 | 121 | 121 | ||
Lease liabilities | - | |||
Other accrued costs | 1 097 | 1 097 | ||
Total current liabilities 31 December 2023 | - | 4 131 | 315 | 4 446 |
| Less than 3 | 3 to 12 | |||
(Amounts in NOK 1 000) | On demand | months | months | Total |
Accounts payable | 9 093 | 9 093 | ||
Unpaid duties and charges | 3 483 | 3 483 | ||
Unpaid vacation pay | 1 425 | 1 425 | ||
Tax payable | 759 | 759 | ||
Accrued social security related to outstanding non exercised options, PSUs and RSUs 1 | 9 | 9 | ||
Lease liabilities | 27 | 132 | 159 | |
Other accrued costs | 18 117 | 11 238 | 29 355 | |
Total current liabilities 31 December 2022 | 9 | 30 720 | 13 554 | 44 283 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5151 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Note | 2023 | 2022 | |
Ordinary shares at 01.01 | 116 035 298 | 98 078 380 | |
Issue of ordinary shares 1 | 116 769 503 | 17 914 243 | |
Issue of ordinary shares under PSUs and share options 3 | 6.2 | - | 42 675 |
Issue of ordinary shares under RSUs 2 | 6.2 | 734 205 | - |
Ordinary shares at 31.12 | 233 539 006 | 116 035 298 |
| Percentage of | |||
Shareholders | Number of shares | total shares | |
1 | SCATEC INNOVATION AS | 57 158 250 | 24.47% |
2 | ROHT INVEST AS | 15 994 640 | 6.85% |
3 | NORTH ENERGY ASA | 14 663 147 | 6.28% |
4 | BERGFALD HOLDING AS | 11 981 696 | 5.13% |
5 | BRENNEBU AS | 10 532 567 | 4.51% |
6 | THORIUM FOUNDATION | 6 842 692 | 2.93% |
7 | JON MAGNE ASMYR | 4 300 000 | 1.84% |
8 | SCATEC INVEST IV AS | 3 165 920 | 1.36% |
9 | BÆKKELAGET HOLDING AS | 2 150 041 | 0.92% |
10 | SCIENCONS AS | 2 000 000 | 0.86% |
11 | Danske Bank A/S | 1 835 027 | 0.79% |
12 | SKY HIGH RISK AS | 1 792 445 | 0.77% |
13 | SCATEC INVEST II AS | 1 584 324 | 0.68% |
14 | NORDNET LIVSFORSIKRING AS | 1 553 856 | 0.67% |
15 | HELLESTØ | 1 505 000 | 0.64% |
16 | OPTIPOS AS | 1 466 415 | 0.63% |
17 | Nordnet Bank AB | 1 432 607 | 0.61% |
18 | OPEDAL | 1 380 000 | 0.59% |
19 | ARNE HELLESTØ AS | 1 195 657 | 0.51% |
20 | PEDERSEN | 999 909 | 0.43% |
Total shares for top 20 shareholders | 143 534 193 | 61.46% | |
Total shares for other 10 929 shareholders | 90 004 813 | 38.54% | |
Total shares (10 950 shareholders) | 233 539 006 | 100.00% |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5252 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
| Finance income | |||
Interest income on tax repaid | - | - | |
| Interest income om bank deposits | 5.2 | 2 019 | - |
Dividends from subsidiaries | - | - | |
Other finance income | - | - | |
Total finance income | 2 019 | - | |
| Finance expense | |||
Interest expense leasing | - | - | |
Other fees, charges | 169 | - | |
Total finance expense | 169 | - | |
| Net currency gains (loss) | |||
Net currency gains related to operating items | 104 | - | |
Net currency gains (loss) related to foreign exchange differ- ences of currency bank accounts | (354) | - | |
Net currency gains (loss) | (250) | - | |
Net finance income (expenses) | 1 600 | - |
5.6 Earnings per share (EPS)
The calculation of basic and diluted earnings per share attributable to the ordinary shareholders of the parent is
based on the data presented in the table below
(Amounts in NOK 1 000, except number of shares) | Note | 2023 | 2022 |
Loss for the year | (26 561) | (311 241) | |
Average number of outstanding shares during the year 1 | 5.4 | 174 787 152 | 115 129 972 |
Earnings (loss) per share - basic and diluted (in NOK per share) | (0.15) | (2.70) |
2
1
The weighted number of shares takes into account the weighted average effect of changes in shares during the year.
2
Discontinued operations
Exercise of all outstanding RSUs a as per 31 December 2023 would increase the total number of shares in the
company by 1 320 471. See note 6.3 for more details.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5353 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | 2023 | 2022 |
Short term employment benefits 1 | 3 227 | - |
Post-employment pension 2 | 116 | - |
Termination benefits 3 | - | - |
Total compensation of key management personnel of the group in cash | 3 342 | - |
Imputed share based payment expense 4 | - | - |
Total compensation of key management personnel of the group expense | 3 342 | - |
| Employed with | Number of | Number of | ||
| Current position within the | the Company | shares | shares | |
| Name | Company | since | 2023 1 | 2022 1 |
| Current management | ||||
Alf Bjørseth | Chief Excecutive Officer | 3 July 2023 | 47 855 | - |
Brede Ellingsæter | Chief Financial Officer | 3 July 2023 | - | - |
Sindre Hassfjell | Chief Technology Officer | 3 July 2023 | - | - |
Total shares owned by management | 47 855 | - |
Performance Share Units (PSUs) and options held by members
of the management on 31 December 2023
Management has no outstanding PSUs or options as per 31 December 2023. All PSUs and options held by
management have forefeited or been settled. See note 6.2 for more information on the share based payment
programs.
For additional information, reference is made to a separate report on management remuneration.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5454 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
| As per 31 December 2023 | |||||||
| Remuneration | Remuneration | Number of | Total number of | ||||
| for the period | Allocation | for the period | RSUs granted | Market price | Number of RSUs | RSUs outstanding | |
| 2023–2024 | between cash and | 2023–2024 in | for the period | on grant date 6 | exercised or | 31 December | |
| Name | in NOK | RSUs | cash | 2023–2024 | in NOK | settled in 2023 7 | 2023 |
Ludvik Sandnes 1 | 350 000 | 100% RSU | - | 486 489 | 0.72 | - | 486 489 |
John Andersen 2 | 300 000 | 100% RSU | - | 416 990 | 0.72 | - | 416 990 |
Mimi Berdal 3 | 300 000 | 100% RSU | - | 416 990 | 0.72 | - | 416 990 |
| Former members of the board | |||||||
Jan Magne Asmyr 4 | 500 000 | 100% RSU | - | 504 860 | 0.99 | 504 860 | - |
Tina Bønsdorff 5 | 165 000 | 100% RSU | - | 229 344 | 0.72 | 229 344 | - |
| - | |||||||
Total | 1 615 000 | - | 2 054 673 | 734 204 | 1 320 469 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5555 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
2023 | 2022 | |||||
| Weighted | Weighted | |||||
| average | Weighted | average | Weighted | |||
| Number of | exercise | average fair | Number of | exercise | average fair | |
| RSUs outstanding | RSUs | price in NOK | value in NOK | RSUs | price in NOK | value in NOK |
Balance at 01.01 | 72 315 | 0.20 | 21.59 | 73 892 | 0.20 | 29.21 |
Granted during the year | 2 054 673 | 0.20 | 0.79 | 75 393 | 0.20 | 13.50 |
Exercised or settled during the year 1 | (797 252) | 0.20 | 2.76 | (52 776) | 0.20 | 24.41 |
Forfeited | (9 267) | 0.20 | 14.28 | (24 194) | 0.20 | 13.50 |
Balance at 31.12 | 1 320 469 | 0.20 | 0.72 | 72 315 | 0.20 | 21.59 |
Hereof vested RSUs | - | 0.20 | 0.72 | 39 637 | 0.20 | 28.26 |
| Board of | Nomination | Technical | ||
| (Amounts in NOK 1 000, exclusive of social security) | directors | Audit committee | committee | Advisory Board |
Chair | 350 | 30 | 100 000 | |
Member | 300 | 25 | 75 000 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5656 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
| Board of | Nomination | Technical | ||
| (Amounts in NOK 1 000, exclusive of social security) | directors | Audit committee | committee | Advisory Board |
Ludvik Sandnes | Chair | Chair | ||
John Andersen | Member | Member | ||
Mimi Berdal | Member | Member | ||
Didrik Leikvang | Chair | |||
Jørn Aage Johansen | Member | |||
Jon Magne Asmyr 1 | Member | |||
Roy Larsen | Chair | |||
Brit Farstad | Member |
| Remuneration to the board of directors for the 12 month period | Shares held by the board | ||||
| from AGM to AGM the following year | of directors at year end | ||||
| Board fee and fees for | Number of shares as of | ||||
| (Amounts in NOK 1 000, | Served since/ | committee work 2 | 31.12 4 | ||
| except number of shares) | period on the board | 2022 | 2023 | 2023 | 2022 |
| Current board | |||||
Ludvik Sandnes 1 | June 2023 | 350 | 100 000 | - | |
John Andersen 2 | June 2023 | 300 | 61 908 494 | - | |
Mimi Berdal | June 2023 | 300 | - | - | |
| Former members of the board | |||||
Jon Magne Asmyr 3 | January 2023–June 2023 | - | 500 | 4 300 000 | 3 000 000 |
Tina Bønsdorff | January 2023–June 2023 | - | 165 | - | - |
- | - | - | - | ||
- | - | - | - | ||
- | - | - | - | ||
Total | - | 1 615 | 66 208 494 | 3 000 000 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5757 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | 2023 | 2022 |
Net profit before income tax from continuing operations | (5 560) | - |
Net profit before income tax from discontinued operations | (21 000) | (310 372) |
Net profit before income tax | (26 561) | (310 372) |
Non-deductible expenses | 234 | (187) |
Non-taxable income | (2 354) | (9 694) |
Correction in taxable income from previous year | - | 10 346 |
Share issue costs | (319) | (17 094) |
Change in temporary differences | (18 641) | 18 001 |
Basis for tax calculation | (47 641) | (309 000) |
Income tax | - | 869 |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5858 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
(Amounts in NOK 1 000) | 2023 | 2022 |
Expected tax expense | (5 843) | (67 493) |
Non-deductible expenses | 52 | (41) |
Non-taxable income | (518) | (580) |
Share issue costs | (70) | (3 761) |
Change in deferred tax assets not recognised | 6 380 | 72 744 |
Effect from changes in tax rate | - | - |
Income tax expense | - | 869 |
(Amounts in NOK 1 000) | 2023 | 2022 |
Tax losses carried forward | 2 978 847 | 2 912 552 |
Property , plant and equipment | 1 018 | 991 |
Leasing agreements | - | 1 |
Liabilities | 294 | 19 073 |
Tax payable | - | 112 |
Temporary differences and tax loss carry forward | 2 980 159 | 2 932 729 |
Deferred tax assets - not recognised in statement of financial position | 655 635 | 645 200 |
| Book value | % Equity interest | |||
Name | Country of incorporation | (in NOK 1000) | 2023 | 2022 |
Nordic Nanovector GmbH | Switzerland | - | 100% | 100% |
Nordic Nanovector Ltd | United Kingdom | - | 100% | 100% |
TM Technologies AS | Norway | 234 707 | 100% |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
5959 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
| Purchases | |||
| (included in other operating expenses) | |||
(Amounts in NOK 1 000) | Note | 2023 | 2022 |
Subsidiary - TM Technologies AS | - | ||
| Purchase of professional services from Scatec Innovation AS | 3.1 | 1 013 | - |
| Amounts owed to related parties | |||
| (current liabilities to group companies) | |||
(Amounts in NOK 1 000) | Note | 31 Dec 2023 | 31 Dec 2022 |
Subsidiary - Nordic Nanovector GmbH | 5.3 | - | 4 716 |
| Subsidiary - Nordic Nanovector Ltd | 5.3 | - | 3 987 |
Subsidiary - TM Technologies AS | - | - |
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
6060 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of Thor Mecical AS as at the date of acquisition were:
| Book value at | Post acquisition | ||
30 June 2023 | Adjustments | balance | |
| Assets | |||
Property, plant and equipment | 30 | 1 118 | 1 148 |
Research and development | 821 | 246 444 | 247 265 |
Goodwill | - | 37 216 | 37 216 |
Other current assets | 680 | - | 680 |
Cash and cash equivalents | 4 257 | - | 4 257 |
Total assets | 5 788 | 284 778 | 290 566 |
| Equity and liabilities | |||
Share capital | 152 | - | 152 |
Share premium reserve | 6 457 | - | 6 457 |
Other equity | (2 216) | 230 314 | 228 098 |
Deferred tax liabilities | - | 54 464 | 54 464 |
Trade payables | 160 | - | 160 |
Other current liabilities | 1 235 | - | 1 235 |
Total aquity and liabilities | 5 788 | 284 778 | 290 566 |
According to the Share Exchange Agreement (dated June 6, 2023) between NANOV and TM, the purchase
price of the acquired company’s shares is NOK 130.10 per share. The sellers would receive consideration in the
form of newly issued shares (Consideration Shares) with a nominal value of NOK 0.20 per share and a price of
NOK 0.72. The total amount of Consideration Shares issued to the sellers was 116 769 503. At the acquisition
date, NANOV’s share price was NOK 2.01 per share. Consequently, the fair value of the consideration paid for
the shares in TM is NOK 234 706 701 million.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
6161 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Section 9 - Other disclosures
9.1 Events after the reporting date
New CEO and granted share optionsOn 14 February 2023 the company announced that Mr. Jasper Kurth has
been appointed Chief Executive Officer (CEO) of the company as from no later than 1 September 2024. At the
same time Mr. Alf Bjørseth, former CEO, transitions into a the position as Senior Vice President responsible
for client acquistion. The Board has granted Mr. Kurth 3 600 000 share options. Each share option entitles Mr.
Kurth to buy one share at NOK 1.118, equal to the volume-weighted share price over the last ten trading days.
1/3 of the share options will vest 12 months after Mr. Kurth’s first day of employment, while the remaining
share options will vest with 100 000 on the last day of each month following the initial vesting. The share
options need to be exercised no later than five years after the initial award. The total gross benefit for exercised
share options under this award shall be limited to Mr. Kurth’s total base salary of the three-year period. The
award of share options is made subject to the approval of the company’s General Meeting in April 2024.
On 8 March 2023 the company announced that Mr. Brede Ellingsæter, serving as the company’s CFO serving
under a service agreement with the largest shareholder Scatec Innovation AS, was appointed CFO of Thor
Medical ASA. With this appointment, Mr. Ellingsæter will resign from Scatec Innovation and join Thor Medical
full time no later than June 1. The Board of Directors of Thor Medical has resolved to award Mr. Ellingsæter 3
100 000 share options. Each share option entitles Mr. Ellingsæter to buy one share at NOK 1.002, equal to the
volume-weighted share price over the last ten trading days. 1 000 000 of the share options will vest on June
1, 2025, while the remaining share options will vest with 87 500 share options on the last day of each month
following the initial vesting. The share options need to be exercised no later than five years after the initial
award. The total gross benefit for exercised share options under this award shall be limited to Mr. Ellingsæter’s
total base salary of the three-year period. The award of share options is made subject to the approval of the
company’s General Meeting.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
6262 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements
Parent company financial statements
Parent company statement of income
64
Parent company statement of financial position
65
Parent company statement of changes in equity
67
Parent company statement of cash flows
68
Notes to the Parent company financial statements
69
Section 1 - General information
69
Section 2 - Accounting principles
69
2.1 Foreign currency translation
69
2.2 Income tax
70
2.3 Balance sheet classification
70
2.4 Research and development
70
2.5 Property, plant and equipment
70
2.6 Subsidiaries and investment in associates
71
2.7 Accounts receivable and other receivables
71
2.8 Cash flow statement
71
2.9 Discontinued operations
71
Section 3 - Operating activities
72
3.1 Other operating expenses
72
3.2 Payroll and related expenses
72
3.3 Other current receivables and prepayments
73
3.4 Other current liabilities
73
3.5 Auditors fee
74
3.6 Discontinued operations
74
Section 4 - Asset base
75
4.1 Property, plant and equipment
75
Section 5 - Risk management, financial instruments,
capital structure and equity
76
5.1 Cash and cash equivalents
76
5.2 Current liabilities
76
5.3 Share capital and shareholder information
77
5.4 Finance income and finance expenses
78
Section 6 - Remuneration
79
6.1 Remuneration to management
79
6.2 Share-based payments and incentive program
80
6.3 Remuneration to the board
81
Section 7 - Tax
82
7.1 Income tax
82
Section 8 - Group structure
84
8.1 Information about subsidiaries
84
8.2 Transactions with related parties
84
Section 9 - Other disclosures
85
9.1 Events after the reporting date
85
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
6363 FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
Parent company statement of income
For the year ended 31 December
(Amounts in NOK 1 000) Note 2023 2022
Continuing operations
Revenues - -
Total operating revenue - -
Payroll and related expenses
3.2 2 286 -
Depreciation and impairment
4.1 131 -
Other operating expenses
3.1 1 939 -
Total operating expenses 4 356 -
Operating profit (loss) (4 356) -
(Amounts in NOK 1 000) Note 2023 2022
Finance income and finance expenses
Finance income
5.4 1 919 -
Finance expenses
5.4 168 -
Net currency gains (loss)
5.4 (250) -
Net finance income (expenses) 1 501 -
Net profit (loss) before income tax from continuing operations (2 855) -
Income tax
7.1 - -
Loss for the year from continuing operations (2 855) -
Discontinued operations
Loss from discontinued operations
3.6 (12 890) (310 251)
Loss for the year (15 745) (310 251)
Attributable to
Accumulated losses 15 745 310 251
Total (15 745) (310 251)
The accompanying notes are an integral part of these financial statements.
Thor Medical • Annual report 2023Thor Medical • Annual report 2023
6464 FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements
Parent company statement of financial position
For the year ended 31 December
(Amounts in NOK 1 000) Note 2023 2022
ASSETS
Non-current assets
Property, plant and equipment
4.1 21 379
Right-of-use-assets - 158
Shares in subsidiaries
8.1 234 707 137
Total non-current assets 234 728 674
Current assets
Receivables
Other current receivables and prepayments
3.3 3 260 9 686
Total current receivables 3 260 9 686
Cash and cash equivalents
5.1 40 418 84 941
Total current assets 43 678 94 627
TOTAL ASSETS 278 406 95 301
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Oslo 20 March 2024
The Board of Directors of Thor Medical
Ludvik Sandnes John Andersen Jr. Mimi Berdal
Chairman of the Board
Dr. Alf Bjørseth
Chief Executive Officer (CEO)
(Amounts in NOK 1 000) Note 2023 2022
EQUITY AND LIABILITIES
Equity
Share capital
5.3 46 708 23 207
Share premium 61 549 695
Other paid in capital 184 520 31 722
Retained earnings (18 147) (2 402)
Total equity 274 629 53 222
Liabilities
Non-current liabilities
Deferred tax
7.1 - -
Total non-current liabilities - -
Current liabilities
Accounts payable
5.2 2 071 8 065
Current liabilities to group companies - 8 703
Tax payable
5.2, 7.1 - (22)
Lease liability - 159
Other current liabilities
3.4, 5.2 1 706 25 174
Total current liabilities 3 777 42 079
Total liabilities 3 777 42 079
TOTAL EQUITY AND LIABILITIES 278 406 95 301
The accompanying notes are an integral part of these financial statements.
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Parent company statement of changes in equity
For the year ended 31 December
(Amounts in NOK 1 000) Note Share capital Share premium Other paid in capital Accumulated losses Total equity
Balance at 1 January 2022 19 616 110 573 32 302 (32 152) 130 339
Loss for the year (310 251) (310 251)
Recognition of share based payments - options and PSUs
3.2, 6.3 (1 487) (1 487)
Recognition of share based payments - RSUs
3.1, 6.3 907 907
Issue of ordinary shares
5.3 3 583 247 217 250 800
Issue of ordinary shares under share options and RSUs
5.3 9 - 9
Share issue costs (17 095) (17 095)
Reclassification of accumulated losses (340 000) 340 000 -
Balance at 31 December 2022 23 207 695 31 722 (2 403) 53 222
Loss for the year (15 745) (15 745)
Recognition of share based payments - RSUs
3.2, 6.3 2 100 2 100
Issue of ordinary shares
5.3 23 353 61 173 150 698 235 224
Issue of ordinary shares under share options and RSUs
5.3 147 147
Share issue costs (319) (319)
Balance at 31 December 2023 46 707 61 549 184 520 (18 147) 274 629
The accompanying notes are an integral part of these financial statements.
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Parent company statement of cash flows
For the year ended 31 December
(Amounts in NOK 1 000) Note 2023 2022
Cash flows from operating activities
Loss before income tax from continuing operations (2 855) -
Loss before income tax from discontinued operations (12 890) (310 144)
Loss before income tax (15 745) (310 144)
Adjustments for:
Interest paid
5.4 - 66
Interest received
5.4 (1 919)
Finance income from discontinued operations
3.6 (90) (3 091)
Received dividend from discontinued operations
3.6 (12 930) (8 394)
Recognised dividend from discontinued operations
3.6 12 930 8 394
Share based payment expense employees
3.2, 6.3 - (1 487)
Share based payment expense restricted share units (RSUs) board
3.1, 6.3 2 100 907
Taxes paid
7.1 22 -
Depreciation and impairment
4.1 517 11 202
Currency (gains) losses not related to operating activities (unrealised)
5.4 (360) (4 428)
Change in net working capital e.g. (30 996) (101 030)
Net cash flows from operating activities (46 471) (408 005)
(Amounts in NOK 1 000) Note 2023 2022
Cash flows from investing activities
Investment in property plant and equipment
4.1 - (5 628)
Interest received
5.4 1 919 3 091
Net cash flows from investing activities 1 919 (2 537)
Cash flows from financing activities
Gross proceeds from equity issue
5.3 147 250 808
Share issue cost (319) (17 095)
Payment of principle portion of lease liabilities (159) (5 522)
Interest paid
5.4 - (66)
Net cash flows from financing activities (331) 228 125
Effects of exchange rate changes on cash and cash equivalents
5.4 360 4 428
Net change in bank deposits, cash and equivalents (44 523) (177 989)
Cash and equivalents at beginning of year 84 941 262 930
Cash and equivalents at end of year
5.1 40 418 84 941
The accompanying notes are an integral part of these financial statements.
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Notes to the Parent company financial statements
Section 1 - General information
Thor Medical ASA (“the company”) is a public limited liability company incorporated and based in Oslo, Norway.
The address of the registered office is Karenslyst Alle 9C, 0278 Oslo.
These financial statements were approved for issue by the board of directors on 20 March 2024.
Section 2 - Accounting principles
The principal accounting policies applied in the preparation of these financial statements are set out below.
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally
accepted accounting principles (NGAAP) in Norway.
In 2023, the company has changed accounting principles from IFRS to NGAAP to align reporting with book-
keeping principles. The change has had no effects.
Amounts are in Norwegian kroner (NOK) unless stated otherwise. The functional currency of Thor Medical ASA
is NOK.
2.1 Foreign currency translation
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items
in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date.
Non-monetary items that are measured at their historical price expressed in a foreign currency are translated
into NOK using the exchange rate applicable on the transaction date. Non-monetary items that are measured
at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance
sheet date. Changes to exchange rates are recognised in the income statement as they occur during the
accounting period.
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2.2 Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calcu-
lated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated
as 22 per cent percent of temporary differences and the tax effect of tax losses carried forward. Deferred tax
assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilized.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity trans-
actions.
2.3 Balance sheet classification
Current assets and short term liabilities consist of receivables and payables due within one year, and items
related to the inventory cycle. Other balance sheet items are classified as fixed assets/long term liabilities.
Current assets are valued at the lower of cost and fair value. Short term liabilities are recognized at nominal
value.
Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are recognized at
nominal value.
2.4 Research and development
Development costs are capitalized providing that a future economic benefit associated with development of
the intangible asset can be established and costs can be measured reliably. Otherwise, the costs are expensed
as incurred. Capitalized development costs is amortized linearly over its useful life. If the economic useful life
of the capitalized development costs cannot be reliably estimated, the capitalized development costs must be
amortized over a maximum period of ten years. Research costs are expensed as incurred.
2.5 Property, plant and equipment
Property, plant and equipment is capitalized and depreciated linearly over the estimated useful life. Costs for
maintenance are expensed as incurred, whereas costs for improving and upgrading property plant and equip-
ment are added to the acquisition cost and depreciated with the related asset. If carrying value of a non-current
asset exceeds the estimated recoverable amount, the asset is written down to the recoverable amount. The
recoverable amount is the greater of the net realisable value and value in use. In assessing value in use, the
discounted estimated future cash flows from the asset are discounted are used.
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2.6 Subsidiaries and investment in associates
Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is
valued as cost of the shares in the subsidiary, less any impairment losses. An impairment loss is recognised
if the impairment is not considered temporary, in accordance with generally accepted accounting principles.
Impairment losses are reversed if the reason for the impairment loss disappears in a lather period.
Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as
they are recognised in the financial statement of the provider. If dividends/group contribution exceed withheld
profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribu-
tion will be deducted from the recorded value of the acquisition in the balance sheet for the parent company.
2.7 Accounts receivable and other receivables
Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less
provisions for doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of
the different receivables. For the remaining receivables, a general provision is estimated based on expected
loss.
Gains or losses that arise in connection with settlement or significant curtailment of defined benefit plans are
recognised in the income statement at the settlement or curtailment. Current service cost, interest expense
and expected return for the remaining part of the accounting period are determined based on assumptions at
the time of the curtailment.
2.8 Cash flow statement
The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash,
bank deposits and other short term, highly liquid investments with maturities of three months or less.
2.9 Discontinued operations
In the statement of income, information is presented for continuing operations on each line item, while figures
for discontinued operations are presented on a separate line. Consequently, the notes to the financial state-
ments are presenting information for continuing operations. Since all operations carried out by the company in
2022 have been discontinued, figures in the notes to the financial statements related to statement of income
(comparative figures) have been set to zero for 2022. Reference is made to NRS 12.8 Discontinued operations.
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Section 3 - Operating activities
3.1 Other operating expenses
Accounting Policy
Other operating expenses are recognised in the statement of profit and loss in the period which the related
costs are incurred or services are provided.
(Amounts in NOK 1 000) 2023 2022
Professional services 1 153 -
Rental of premises 199 -
IT equipment 404 -
Other administrative costs 183 -
Total other operating expenses 1 939 -
3.2 Payroll and related expenses
Accounting Policy
Payroll and related expenses are recognised in the statement of profit and loss in the period which the related
costs are incurred or services are provided. For additional information on calculation of costs related to share
based payments see note 6.2.
(Amounts in NOK 1 000) Note 2023 2022
Salaries and bonus 6.1, 6.2 712 -
Social Security tax 46 -
Pension expense
6.1 159 -
Share-based payment employees
6.2 1 212 -
Accrued employer's social security on share based payment
6.2 121 -
Other 36 -
Total payroll and related expenses 2 286 -
Average number of full-time equivalent employees 0.5 -
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3.3 Other current receivables and prepayments
Accounting Policy
In determining the recoverability of other receivable, the company performs a risk analysis considering the type
and the age of the outstanding receivable and the creditworthiness of the counterparties.
(Amounts in NOK 1 000) 2023 2022
Government grants 2 354 4 750
Refundable VAT 392 2 732
Prepaid expenses 382 641
Rental deposits 70 1 548
Other receivables 62 15
Other current receivables and prepayments 31.12 3 260 9 686
3.4 Other current liabilities
Accounting Policy
Other liabilities are classified as current liabilities if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as non-current liabilities. Accounts payable
and other financial liabilities are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method.
Restructuring provisions are recognised only when the group has a constructive obligation, which is when
there is a detailed formal plan that identifies the business or part of the business concerned, the location
and number of employees affected, the detailed estimate of the associated costs, and the timeline; and the
employees affected have been notified of the plan’s main features.
(Amounts in NOK 1 000) Note 2023 2022
Unpaid duties and charges 414 3 098
Unpaid vacation pay 246 1 425
Accrued social security related to outstanding non exercised
options, PSUs and RSUs 35 9
Restructuring costs - 16 409
Other accrued costs 1 011 4 233
Other current liabilities 31.12 1 706 25 174
Social security contributions on share options
The provision for social security contributions on RSUs are calculated based on the number of RSUs
outstanding at the reporting date that are expected to be exercised. The provision is based on market price of
the shares at the reporting date 31 December 2023 of NOK 1.29 per share (2022: 1.17 per share), which is the
best estimate of the market price at the date of exercise.
Other accrued costs
Other accrued costs for period ended 31 December 2023 are mainly related to professional services incurred.
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3.5 Auditors fee
Accounting Policy
Auditors fee is expensed and recognised in the statement of profit and loss in the period which the related
costs are incurred or services are provided. Amounts are presented exclusive of VAT.
Fees to auditors for the year ended 31 December:
(Amounts in NOK 1 000) 2023 2022
Audit fee 158 -
Audit related work - -
Tax services - -
Total 158 -
Audit fee in the table above is the agreed audit fee for the accounting year and does not necessarily correspond
to actual expensed audit fee for the period as some of the services performed incurred after year-end.
3.6 Discontinued operations
On 30 November 2023, the Board of Directors entered into an agreement to transfer the former Nordic
Nanovector’s pipeline of patented development stage candidates known as the “Nanovector Patents” to
company NucliThera AS. Subject to the terms of the agreement, NucliThera AS assumed full ownership, title,
interest and liabilities to the Nanovector Patents as of 1 December 2023, after which all business related to the
Nanovector Patents are considered discontinued operations in Thor Medical. All other activities related to the
former Nordic Nanovector’s operations have been discontinued in the second half of 2023.
Statement of income
For the year ended 31 December
(Amounts in NOK 1 000) Note 2023 2022
Revenues 4 108 -
Total operating revenue 4 108 -
Payroll and related expenses 10 490 30 745
Depreciation and impairment 386 11 202
Other operating expenses 19 752 283 376
Total operating expenses 30 628 325 323
Operating profit (loss) (26 520) (325 323)
Finance income and finance expenses
Finance income 13 019 11 483
Finance expenses - 253
Net currency gains (loss) 610 3 949
Net finance income (expenses) 13 630 15 179
Loss before income tax (12 890) (310 144)
Income tax
7.1 - (107)
Loss for the year from dicontinued operations (12 890) (310 251)
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Section 4 - Asset base
4.1 Property, plant and equipment
Accounting Policy
Property, plant and equipment are carried at cost less accumulated
depreciation and accumulated impairment losses. Acquisition cost
includes expenditures that are directly attributable to the acquisition of
the individual item. Property, plant and equipment are depreciated on a
straight-line basis over the expected useful life of the asset. Depreciation
commences when the assets are ready for their intended use.
The estimated useful life of fixed assets related to the laboratory
equipment, is based on the company’s assessment of operational risk.
Due to scientific and regulatory reasons there is a risk of termination of
the projects. This has been taken into account when determining the
estimated useful life of the individual assets.
(Amounts in NOK 1 000)
Laboratory
equipment Office equipment
Permanent
building fixtures
Furniture and
fittings Total
Cost at 1 January 2022 3 975 3 296 4 027 1 408 12 707
Additions in the year 5 503 125 5 628
Disposals in the year (5 503) (1 976) (7 479)
Cost at 31 December 2022 3 975 1 445 4 027 1 408 10 856
Additions in the year -
Disposals in the year (334) (1 340) (4 027) (1 408) (7 109)
Cost at 31 December 2023 3 641 105 - - 3 747
Accumulated depreciations 1 January 2022 3 427 3 124 3 988 1 408 11 941
Depreciations in the year 310 150 39 505
Impairment in the year 5 503 5 503
Disposals in the year (5 503) (1 971) (7 474)
Accumulated depreciation at 31 December 2022 3 737 1 303 4 027 1 408 10 475
Depreciations in the year fom continuing operations 131 131
Depreciations in the year fom discontinued operations 238 148 386
Impairment in the year -
Disposals in the year (334) (1 498) (4 027) (1 408) (7 267)
Accumulated depreciation at 31 December 2023 3 641 84 - - 3 725
Net carrying amount at 31 December 2022 238 142 - - 379
Net carrying amount at 31 December 2023 - 21 - - 21
Estimated useful life 3–5 years 2–3 years 2–5 years 3–5 years
Depreciation method straight-line straight-line straight-line straight-line
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Section 5 - Risk management, financial instruments, capital structure and equity
5.1 Cash and cash equivalents
(Amounts in NOK 1 000) 2023 2022
Employee withholding tax, restricted 393 2 164
Variable interest rate bank accounts 40 025 82 777
Total cash and cash equivalents 31.12 40 418 84 941
Of the total balance of cash and cash equivalents, NOK 0.4 million (2022: NOK 2.2 million) relates to restricted
funds for employee withholding taxes. The remainder of the cash is deposited in various banks on variable
interests rate terms.
5.2 Current liabilities
Accounting policy
The parent’s financial liabilities consist of accounts payable and other current liabilities and are classified as
“current liabilities”. Accounts payable are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers . Accounts payable are classified as current liabilities if
payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they
are presented as non-current liabilities. Accounts payable and other financial liabilities are recognised initially at
fair value and subsequently measured at amortised cost using the effective interest method.
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The table below summarises the maturity profile of the parent’s financial liabilities based on contractual
undiscounted payments:
As per 31 December 2023
(Amounts in NOK 1 000) On demand
Less than 3
months
3 to 12
months Total
Accounts payable 2 071 2 071
Accrued social security related to outstanding non
exercised options, PSUs and RSUs
1
35 35
Other accrued costs 1 136 535 1 671
Total current liabilities 31 December 2023 - 3 242 535 3 777
As per 31 December 2022
(Amounts in NOK 1 000) On demand
Less than 3
months
3 to 12
months Total
Accounts payable 8 065 8 065
Unpaid duties and charges 3 098 3 098
Unpaid vacation pay 1 425 1 425
Tax payable (22) (22)
Accrued social security related to outstanding non
exercised options, PSUs and RSUs
1
9 9
Current liabilities to group companies 8 703 8 703
Lease liabilities 27 132 159
Other accrued costs 9 404 11 238 20 642
Total current liabilities 31 December 2022 9 29 297 12 773 42 079
1
Social security is payable when the equity instruments are exercised. See note 6.3 for additional information.
5.3 Share capital and shareholder information
As at 31 December 2023 the company’s share capital is NOK 46 707 801 (31 December 2022: NOK 23 207
060), being divided into 233 539 006 ordinary shares, each with a nominal value of NOK 0.20. All shares carry
equal voting rights.
2023 2022
Ordinary shares at 01.01 116 035 298 98 078 380
Issue of ordinary shares
1
116 769 503 17 914 243
Issue of ordinary shares under PSUs and share options
2
- 42 675
Issue of ordinary shares under RSUs
2
734 205 -
Ordinary shares at 31.12 233 539 006 116 035 298
1
On 28 June 2023 the AGM approved an agreement to acquire Thor Medical AS by settlement of issue of shares in the company. The transaction was
closed on 3 July 2023, on which 116 769 503 shares was issue to the shareholders of Thor Medical AS, representing 50 per cent of the outstanding
fully diluted shares in the company. The share capital increase was registered in the Norwegian Register of Business Enterprises on 5 July 2023.
2
The 2023 AGM approved the issue of RSUs as remuneration for the members of the Board. The share capital increase pertaining to settled RUSs
was registered in the Norwegian Register of Business Enterprises on 5 July 2023.
The 2023 AGM granted an authorisation to the board to increase the share capital by 20 per cent of the compa-
ny’s share capital at the time the authorisation is used. The authorisation has not been utilised.
The general meetings have since December 2017 resolved to issue free-standing warrants to employees
awarded performance share units (PSUs), and employees awarded options under the discontinued option
programme. Each free-standing warrant shall, subject to specific terms, give the right to subscribe for one
new share in the company with nominal value NOK 0.20. The sole purpose of these free-standing warrants is
to ensure delivery of shares in the company upon exercise of PSUs or options. As per 31 December 2023, all
warrants related to options have forfeited. See note 6.3 for further information about the share based incentive
programme.
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Thor Medical ASA had 10 950 shareholders as at 31 December 2023
Shareholders Number of shares
Percentage of
total shares
1 SCATEC INNOVATION AS 57 158 250 24.47%
2 ROHT INVEST AS 15 994 640 6.85%
3 NORTH ENERGY ASA 14 663 147 6.28%
4 BERGFALD HOLDING AS 11 981 696 5.13%
5 BRENNEBU AS 10 532 567 4.51%
6 THORIUM FOUNDATION 6 842 692 2.93%
7 JON MAGNE ASMYR 4 300 000 1.84%
8 SCATEC INVEST IV AS 3 165 920 1.36%
9 BÆKKELAGET HOLDING AS 2 150 041 0.92%
10 SCIENCONS AS 2 000 000 0.86%
11 Danske Bank A/S 1 835 027 0.79%
12 SKY HIGH RISK AS 1 792 445 0.77%
13 SCATEC INVEST II AS 1 584 324 0.68%
14 NORDNET LIVSFORSIKRING AS 1 553 856 0.67%
15 HELLESTØ 1 505 000 0.64%
16 OPTIPOS AS 1 466 415 0.63%
17 Nordnet Bank AB 1 432 607 0.61%
18 OPEDAL 1 380 000 0.59%
19 ARNE HELLESTØ AS 1 195 657 0.51%
20 PEDERSEN 999 909 0.43%
Total shares for top 20 shareholders 143 534 193 61.46%
Total shares for other 10 929 shareholders 90 004 813 38.54%
Total shares (10 950 shareholders) 233 539 006 100.00%
The shares of Thor Medical ASA have been traded on the Oslo Stock Exchange since 23 March 2015. The
shareholder base has decreased from 11 168 shareholders as of 31 December 2022 to 10 950 shareholders as
of 31 December 2023.
5.4 Finance income and finance expenses
Accounting policy
The group and parent company’s finance income largely relates to interest received on bank deposits. Net
currency gain or loss related to operating items includes gain or losses on accounts payable and accounts
receivable.
(Amounts in NOK 1 000) 2023 2022
Finance income
Interest income om bank deposits 1 919 -
Total finance income 1 919 -
Finance expense
Other fees, charges 168 -
Total finance expense 168 -
Net currency gains (loss)
Net currency gains (loss) related to foreign exchange
differences of currency bank accounts (250) -
Net currency gains (loss) (250) -
Net finance income (expenses) 1 501 -
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Section 6 - Remuneration
6.1 Remuneration to management
Compensation of key management
(Amounts in NOK 1 000) 2023 2022
Short term employment benefits
1
3 227 -
Post-employment pension
2
116 -
Termination benefits
3
- -
Total compensation of key management personnel of the group in cash 3 343 -
Imputed share based payment expense
4
- -
Total compensation of key management personnel of the group expense 3 343 -
1
Short term employment benefits: Includes base salary and benefits, vacation pay if relevant.
2
Post-employment pension: Represents company’s share of payment to pension contribution or benefit plan during the period.
In 2023 the company’s CFO Brede Ellingsæter has been contracted from related parties Scatec Innovation AS.
Shares in the company are held by the members of the management group 31 December 2023
Name
Current position within the
Company
Employed with
the Company
since
Number of
shares
2023
1
Number of
shares
2022
1
Current management
Alf Bjørseth Chief Excecutive Officer 3 July 2023 47 855 -
Brede Ellingsæter Chief Financial Officer 3 July 2023 - -
Sindre Hassfjell Chief Technology Officer 3 July 2023 - -
Total shares owned by management 47 855 -
1
Overview includes only management still employed at 31 December 2023. Shareholding including shares held by related parties.
Performance Share Units (PSUs) and options held by members
of the management on 31 December 2023
Management has no outstanding PSUs or options as per 31 December 2023. All PSUs and options held by
management have forefeited or been settled. See note 6.2 for more information on the share based payment
programs.
For additional information, reference is made to a separate report on management remuneration.
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6.2 Share-based payments and incentive program
Accounting Policy
The fair value of the granted RSU without market condition is meas-
ured using the share price at grant date.
Overview
At the AGM in 2023, the company resolved to issue restricted stock
units (RSUs) to board directors who elected to receive all or parts of
their remuneration, in the form of RSUs. Each board member must
make such election immediately following the AGM resolution i.e.at the
beginning of the board period. The RSUs are non-transferable and each
RSU gives the right and obligation to acquire one share in the company
at a price of NOK 0.20 per share (corresponding to the nominal value of
the shares) subject to satisfaction of the applicable vesting conditions
stated in the RSU agreement. RSUs vest on the first anniversary of the
AGM that they were granted.
The board directors who elect to receive RSUs, must elect to either
(i) receive 100 per cent of the compensation in RSUs, (ii) receive 1/3
of the compensation in cash and 2/3 in RSUs, or (iii) receive 2/3 of
the compensation in cash and 1/3 in RSUs. The number of RSUs to
be granted to the board is calculated as the NOK amount of the RSU
opted portion of total compensation to the board director, divided by
the market price for the Thor Medical share. The market price is calcu-
lated as volume weighted average share price the 10 trading days prior
to the grant date.
Following the AGM in June 2023, 1 408 341 RSUs were allocated.
At 31 December 2023 there are 1 320 471 RSUs remaining.
Share based payment expenses related to RSUs are recognised in the
income statement and disclosed in note 3.2.
As per 31 December 2023
Name
Remuneration
for the period
2023–2024
in NOK
Allocation
between cash and
RSUs
Remuneration
for the period
2023–2024 in
cash
Number of
RSUs granted
for the period
2023–2024
Market price
on grant date
6
in NOK
Number of RSUs
exercised or
settled in 2023
7
Total number of
RSUs outstanding
31 December
2023
Ludvik Sandnes
1
350 000 100% RSU - 486 489 0.72 - 486 489
John Andersen
2
300 000 100% RSU - 416 990 0.72 - 416 990
Mimi Berdal
3
300 000 100% RSU - 416 990 0.72 - 416 990
Former members of the board
Jan Magne Asmyr
4
500 000 100% RSU - 504 860 0.99 504 860 -
Tina Bønsdorff
5
165 000 100% RSU - 229 344 0.72 229 344 -
-
Total 1 615 000 - 2 054 673 734 204 1 320 469
1
NOK 350 000 as chairman of the board.
2
NOK 300 000 as board member.
3
NOK 330 000 as board member.
4
NOK 300 000 as chairman of the board for the period January to June 2023, NOK 200 000 in compensation for additional work beyond board work as approved on the AGM in June 2023.
5
NOK 165 000 as board member for the period January to June 2023.
6
The market price is calculated as volume weighted average share price the 10 trading days prior to the date of the Transaction Agreement on 6 June 2023, i.e. NOK 0.72944.
7
The company also settled in cash previous board members Jan Egberts, Joanna Horobin, and Karin Meyer’s in total 63 048 vested RSUs following their depature from the Board after the EGM in January
2023. See table below for details about the settlement and fair value of the RSUs.
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2023 2022
RSUs outstanding
Number of
RSUs
Weighted
average
exercise
price in NOK
Weighted
average fair
value in NOK
Number of
RSUs
Weighted
average
exercise
price in NOK
Weighted
average fair
value in NOK
Balance at 01.01 72 315 0.20 21.59 73 892 0.20 29.21
Granted during the year 2 054 673 0.20 0.79 75 393 0.20 13.50
Exercised or settled during the year
1
(797 252) 0.20 2.76 (52 776) 0.20 24.41
Forfeited (9 267) 0.20 14.28 (24 194) 0.20 13.50
Balance at 31.12 1 320 469 0.20 0.72 72 315 0.20 21.59
Hereof vested RSUs - 0.20 0.72 39 637 0.20 28.26
1
In 2023 the company exercised it’s right in accordance with the RSU agreements, to settle 63 048 RSUs in cash to board members leaving the board
during 2023. RSUs settled was calculated pro-rata based on actual service period on the board. The cash amount paid per RSU settled was equal to
the current market price of the shares in the company (10 days VWAP prior to settlement date) less the nominal value of the shares. The RSUs were
settled at NOK 1.1788 per share less nominal value of NOK 0.2 per share. Total cost to settle 63 048 RSUs was NOK 61 711.
6.3 Remuneration to the board
The AGM held on 28 June 2023 resolved remuneration to the board and the nomination committee for the
period from the 2023 AGM until the AGM in 2024 as shown in the table below. The Board of Directors consti-
tute collectively the Audit Committee. On 3 January 2023, the EGM appointed Jon Magne Asmyr (Chair),
Tina Bønsdorff, and Eddie Berglund to the Board for for the period January to June 2023, after former Board
members Jan H. Egberts (Chair), Joanna Horobin, and Karin Meyer decided to step down. Eddie Berglund
resigned shortly after.
(Amounts in NOK 1 000, exclusive of social security)
Board of
directors Audit committee
Nomination
committee
Technical
Advisory Board
Chair 350 30 100 000
Member 300 25 75 000
Board of directors and their roles after the 2023 AGM
(Amounts in NOK 1 000, exclusive of social security)
Board of
directors Audit committee
Nomination
committee
Technical
Advisory Board
Ludvik Sandnes Chair Chair
John Andersen Member Member
Mimi Berdal Member Member
Didrik Leikvang Chair
Jørn Aage Johansen Member
Jon Magne Asmyr
1
Member
Roy Larsen Chair
Brit Farstad Member
1
Board member until June 2023
At the 2023 AGM, the shareholders approved the issuance of restricted stock units (RSUs) to board members,
who elected to receive all or parts of their remuneration in the form of RSUs. The board members‘ election of
RSUs as part of their remuneration is disclosed in note 6.2.
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Remuneration to the board of directors for the 12 month period
from AGM to AGM the following year
Shares held by the board
of directors at year end
(Amounts in NOK 1 000,
except number of shares)
Served since/
period on the board
Board fee and fees for
committee work
2
Number of shares as of
31.12
4
2023 2022 2023 2022
Current board
Ludvik Sandnes
1
June 2023 350 100 000 -
John Andersen
2
June 2023 300 61 908 494 -
Mimi Berdal June 2023 300 - -
Former members of the board
Jon Magne Asmyr
3
January 2023–June 2023 500 - 4 300 000 3 000 000
Tina Bønsdorff January 2023–June 2023 165 - - -
- - - -
- - - -
- - - -
Total 1 615 - 66 208 494 3 000 000
1
Related parties of Ludvik Sandnes controlling shares of 100 000 in the Company
2
Related parties of John Andersen controlling shares of 61 908 494 in the Company
3
AGM in June 2023 approved NOK 200 000 for additional work related to Jon Magne Asmyr in additional to the ordinary board renumeration of
NOK 300 000
4
Shareholdings are not included for representatives who are no longer members as of 31 December 2022.
The total remuneration for the board recognised as expense in the accounts for 2023 was NOK 2.9 million
(NOK 2.4 million), hereof NOK 0.03 million in fees payable in cash (NOK 1.5 million) and NOK 2.9 million
(NOK 0.9 million) for imputed costs related to share based payments (RSUs), which has no cash effect. Total
remuneration to the board is classified as other operating expenses for continuing business of 1.3 million, and
1.6 million is classified in loss from dicontinued operations.
Section 7 - Tax
7.1 Income tax
Accounting policy
Income tax expense represents the sum of taxes currently payable and deferred tax. Deferred taxes are recog-
nised based on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities
are recognised for taxable temporary differences, and deferred tax assets arising from deductible temporary
differences are recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Deferred tax liabilities and assets are measured at the tax
rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax
rates that have been enacted or substantively enacted by the end of the reporting period.
The company is in the research phase of its product development and has incurred significant tax losses
related to its operations. The deferred tax asset has not been recognised in the statement of financial position,
as the company does not consider that taxable income in the short-term will sufficiently support the use of a
deferred tax asset.
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Basis for tax calculation
(Amounts in NOK 1 000) 2023 2022
Loss for the year from continuing operations (2 855) -
Loss for the year from discontinued operations (12 890) (310 251)
Non-deductible expenses 420 (187)
Non-taxable income (15 335) (12 981)
Correction in taxable income from previous year - 10 346
Share issue costs - (17 094)
Change in temporary differences (18 634) 18 001
Basis for tax calculation (49 294) (312 166)
Income tax expense - 107
This year’s tax expense
(Amounts in NOK 1 000) 2023 2022
Calculation of effective tax rate
Profit before tax (15 745) (310 251)
Calculated tax on profit before tax (3 464) (68 255)
Tax effect of permanent differences (3 281) (6 658)
Income tax expense (6 745) (74 913)
The tax effect of temporary differences and loss to be carried forward that forms the basis for deferred tax and
deferred tax advantages, specified on type of temporary differences:
(Amounts in NOK 1 000) 2023 2022 Difference
Property, plant and equipment (1 025) (991) 34
Leasing agreements - (1) (1)
Liabilities (294) (19 073) (18 779)
Tax payable - 112 112
Total (1 319) (19 953) (18 634)
(Amounts in NOK 1 000) 2023 2022 Difference
Accumulated tax losses carried forward (2 962 362) (2 933 245) 29 117
Not included in the deferred tax calculation 2 963 682 2 933 245 (30 437)
Basis for deferred tax assets - - -
The corporate tax rate in Norway was 22 per cent in 2023 and 2022.
The company is in the research phase of its product development and has incurred significant tax losses
related to its operations. The tax losses can be carried forward indefinitely.
The company has not recognised a deferred tax asset in the statement of financial position, as it does not
consider that taxable income in the near term will sufficiently support the utilization of a deferred tax asset.
No current or deferred tax charge or liability has been recognised for 2023.
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Section 8 - Group structure
8.1 Information about subsidiaries
Accounting policy
Shares and investments intended for long-term ownership are reported in the parent company’s statement of
financial position as long-term investments and valued at cost. The company determines at each reporting
date whether there is any objective indication that the investment in the subsidiary is impaired. If this is the
case, the amount of impairment is calculated as the difference between the recoverable amount of the subsid-
iary and its carrying value and recognises the amount in the income statement. Any realised and unrealised
losses and any write-downs relating to these investments will be included in the parent’s statement of compre-
hensive income as financial items.
The consolidated financial statements of the group include
Book value
(in NOK 1000)
% Equity interest
Name Country of incorporation 2023 2022
Nordic Nanovector GmbH Switzerland 100%
Nordic Nanovector Ltd United Kingdom 100%
TM Technologies AS Norway 234 707 100%
Thor Medical ASA is a public limited liability company incorporated and domiciled in Norway and is the parent
company of the group. In 2023 the parent company acquired 100 per cent of the shares in TM Technologies
AS, while Nordic Nanovector GmbH and Nordic Nanovector Ltd was decided liquidated. Per 31 December 2023,
Nordic Nanovector GmbH is closed and removed from local companies register, while Nordic Nanovector Ltd
is in the notice period to be removed from local companies register.
8.2 Transactions with related parties
Accounting policy
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s
length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement
occurs in cash. There have been no guarantees provided or received for any related party receivables or paya-
bles. Transactions and balances between companies, which are a member of the group, have been eliminated
in the consolidated accounts for the group. Note 8.1 provides information about the group’s structure.
The following table provides the total amount of transactions that have
been entered into with related parties for the relevant financial year:
Purchases
(included in other operating expenses)
(Amounts in NOK 1 000) Note 2023 2022
Subsidiary - TM Technologies AS - -
Re-invoicing costs from Scatec Innovation AS 1) 3.1 46 -
1
In 2023 Scatec Innovation re-invoiced costs related to Thor Medical ASA.
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The following table provides overview of amounts owed to and
by related parties at year-end for the relevant financial year:
Amounts owed to related parties
(current liabilities to group companies)
(Amounts in NOK 1 000) Note 31 Dec 2023 31 Dec 2022
Subsidiary - Nordic Nanovector GmbH
1
5.2 - 4 716
Subsidiary - Nordic Nanovector Ltd
2
5.2 - 3 987
Subsidiary - TM Technologies AS - -
1
During 2023 Nordic Nanovector GmbH was closed. A liquidation dividend of NOK 9.5 million was paid to Thor Medical ASA.
2
During 2023 Nordic Nanovector GmbH was closed. A liquidation dividend of NOK 3.4 million was paid to Thor Medical ASA.
For information on remuneration and shareholding to the board of directors and management see note 6.3 and
note 6.1 repectively.
For information related to an agreement to transfer the “Nanovector Patents” to company NucliThera AS, see
note 8.2 Transactions with related parties in the notes to the consolidated financial statements.
Section 9 - Other disclosures
9.1 Events after the reporting date
On 14 February 2023 the company announced that Mr. Jasper Kurth has been appointed Chief Executive
Officer (CEO) of the company as from no later than 1 September 2024. At the same time Mr. Alf Bjørseth,
former CEO, transitions into a the position as Senior Vice President responsible for client acquistion. The
Board has granted Mr. Kurth 3 600 000 share options. Each share option entitles Mr. Kurth to buy one share at
NOK 1.118, equal to the volume-weighted share price over the last ten trading days. 1/3 of the share options
will vest 12 months after Mr. Kurth’s first day of employment, while the remaining share options will vest with
100 000 on the last day of each month following the initial vesting. The share options need to be exercised no
later than five years after the initial award. The total gross benefit for exercised share options under this award
shall be limited to Mr. Kurth’s total base salary of the three-year period. The award of share options is made
subject to the approval of the company’s General Meeting in April 2024.
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Responsibility statement
We confirm, to the best of our knowledge, that the set
of financial statements for 2023 has been prepared
in accordance with IFRS Accounting Standards, as
adopted by the EU, and requirements in accordance
with the Norwegian Accounting Act, and gives a true
and fair view of the (Company’s and) group’s assets,
liabilities, financial position and profit or loss as a
whole. We also confirm, to the best of our knowledge,
that this report includes a fair review of important
events that have occurred during 2023 and their
impact on the set of financial statements, a descrip-
tion of the principal risks and uncertainties, and an
overview of major related parties’ transactions.
Oslo 20 March 2024
The Board of Directors of Thor Medical
Ludvik Sandnes John Andersen Jr. Mimi Berdal
Chairman of the Board
Dr. Alf Bjørseth
Chief Executive Officer (CEO)
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Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7
, 0155 Oslo
Postboks 1156 Sentrum,
0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske
Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Thor Medical ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Thor Medical ASA (the Company) which comprise the financial statements of the Company and the consolidated financial
statements of the Company and its subsidiaries (the Group). The financial statements of the Company comprise the statement of financial position as of 31
December 2023 and the income statement, statement of changes in equity and statement of cash flows for the year then ended and notes to the financial statements,
including a summary of significant accounting policies. The consolidated financial statements of the Group comprise the statement of financial position as of 31 December
2023, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended and notes to the financial statements,
including material accounting policy information.
In our opinion
• the financial statements comply with applicable legal requirements,
• the financial statements give a true and fair view of the financial position of the Company as of 31 December 2023 and its financial performance and cash flows
for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway,
• the consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2023 and its financial performance and
cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the Company and the Group in accordance with the requirements of
the relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided.
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Independent auditor's report - Thor Medical ASA 2023
A member firm of Ernst & Young Global Limited
We have been the auditor of the Company for 10 years from the election by the general meeting of the shareholders for the accounting year 2014.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for 2023. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report, including in relation to these
matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial
statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the financial
statements.
Determining the acquirer in the business combination with Thor Medical AS
Basis for the key audit matter
The consideration provided in the acquisition of Thor Medical AS was in the form
of shares in Nordic Nanovector ASA (Thor Medical ASA), leading to the former
shareholders of Thor Medical AS controlling 50% of the shares post-transaction.
The identification of the acquirer is central for applying IFRS 3 "Business
Combinations." This determination impacts the accounting treatment, including
the recognition and measurement of acquired assets, liabilities assumed, and
any resulting goodwill. Identifying the acquirer in the reported business
combination required significant judgment. The evaluation focused on several
factors, as guided by IFRS 3 and further considerations under IFRS 10
"Consolidated Financial Statements". The assessment of control in this context
required a comprehensive evaluation of the factors that indicate which entity has
the power to govern the financial and operational policies of the combined entity
to obtain benefits from its activities and is therefore a key audit matter.
Our audit response
Our audit procedures involved verifying the terms and conditions of the
contractual agreements governing the business combination, discussions with
key management personnel and assessing the application of accounting
principles. We also evaluated the strategic rationale provided by the entities for
the combination and the expected synergies. We focused on understanding the
relative size of the businesses, the purpose and design of the transaction, the
governance structure post-transaction and the ability to direct the relevant
activities of the combined entity that most significantly affect its returns at the
transaction date. We refer to note 2.4 Significant accounting judgements,
estimates and assumptions and note 8.3 Business combinations.
Other information
Other information consists of the information included in the annual report other than the financial statements and our auditor’s report thereon. Management (the board of
directors and the CEO) is responsible for the other information. Our opinion on the financial statements does not cover the other information, and we do not express any
form of assurance conclusion thereon.
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3
Independent auditor's report - Thor Medical ASA 2023
A member firm of Ernst & Young Global Limited
In connection with our audit of the financial statements, our responsibility is to read the other information, and, in doing so, consider whether the board of directors’ report,
the statement on corporate governance and the statement on corporate social responsibility contain the information required by applicable legal requirements and
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that the other information is materially inconsistent with the financial statements, there is a material
misstatement in this other information or that the information required by applicable legal requirements is not included in the board of directors’ report, the statement on
corporate governance or the statement on corporate social responsibility, we are required to report that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement on corporate governance and the statement on corporate social
responsibility are consistent with the financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation of the financial statements of the Company that give a true and fair view in accordance with the Norwegian Accounting Act
and accounting standards and practices generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group that give a true and
fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as management determines is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group,
or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
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Independent auditor's report - Thor Medical ASA 2023
A member firm of Ernst & Young Global Limited
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our
audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Thor Medical ASA we have performed an assurance engagement to obtain reasonable assurance about whether the
financial statements included in the annual report, with the file name 5967007LIEEXZXG6DK30-2023-12-31-en, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation
pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format and iXBRL
tagging of the consolidated financial statements.
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Independent auditor's report - Thor Medical ASA 2023
A member firm of Ernst & Young Global Limited
In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF Regulation. This responsibility comprises an adequate process and such
internal control as management determines is necessary.
Auditor’s responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial statements included in the annual report
have been prepared in accordance with the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance Engagements (ISAE)
3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to plan and perform procedures to obtain
reasonable assurance about whether the financial statements included in the annual report have been prepared in accordance with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the company’s processes for preparing the financial statements in accordance with the ESEF
Regulation. We test whether the financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the
consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial
statements in human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 21 March 2024
ERNST & YOUNG AS
Thomas Embretsen
State Authorised Public Accountant (Norway)
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