ANNUAL REPORT
2025
AARCRCTIC BBIOSCIENCE
CONTENTS INTRODUCTION
Introduction 3
Highlights 2025 4
Key Figures 5
Letter from the CEO 6
This is Arctic Bioscience 8
Pharma 10
Nutra 12
Arctic Algae 14
Technology / R&D 15
Management 16
Board of Directors 18
Board of Directors' Report 19
Income Statement 25
Balance Sheet 26
Cash Flow Statement 28
Notes to the Financial Statements 29
Independent Auditor's Report 46
Alternative Performance Measures 48
Arctic Bioscience is a clinical stage biotechnology company working to develop drug candidates within the areas of autoimmune and inflammatory diseases. The company's unique proprietary extraction technology is used to extract membrane fats from marine raw materials, such as herring roe and algae.
At the core of Arctic Bioscience is a team of experts with more than 25 years of experience in lipids and marine oils, complemented by a substantial research environment and an internationally experienced commercial and financial apparatus. Since its inception in 2011, the company has demonstrated significant operational prowess, covering the entire spectrum from identifying and analysing lipid sources to manufacturing and quality assurance of the final products.
In 2023, the company started a clinical phase IIb study for the development of the novel oral drug candidate HRO350 for the treatment of mild-to-moderate psoriasis. The study, comprising 519 patients from five countries, was fully recruited in January 2024. The 12-months data read-out was conducted in 2025. Analysis on blood samples from the trial revealed statistically significant effects of HRO350 versus placebo on Systemic Immune-inflammation Index (SII) in patients with mild-to-moderate psoriasis, showing the potential of HRO350
in reducing inflammation. The prevalence of autoimmune and inflammatory diseases is substantial, with mild-to-moderate psoriasis estimated to affect more than 18 million patients in the EU5 and USA alone. Currently, for the mild-to-moderate patient population there are few treatment options except corticosteroid creams and light treatment.
In 2025 a pilot study on herring caviar oil from Arctic Bioscience was published and demonstrated effects on visual field and data on intra ocular pressure in glaucoma patients. Based on these exciting results the strategic direction for developing this asset for glaucoma patients will be evaluated.
In addition to its major pharmaceutical efforts, the company has a dedicated nutraceutical division that develops and sells phospholipid-DHA omega-3 products under the brand ROMEGA®. There has been a substantial growth in revenues the last years, and the growth potential in the years to come is significant.
Arctic Bioscience's comprehensive approach, from cutting-edge research to impactful nutraceuticals, positions the company as a key player in the dynamic landscape of autoimmune and inflammatory indications. By delivering on our mission, we will create value for patients with an unmet need for treatment, the international pharmaceutical community, and our investors.
SUMMARYHRO350 - a novel oral drug candidate for mild-to-moderate psoriasis. Significant unmet medical need for new treatment, with a target addressable market of 18 million patients in the US and EU5
The HeROPA study, an international phase IIb clinical trial with 519 patients, showed statist ically significant effects of HRO350 versus placebo on Systemic Immune-inflammation Index (SII)
Cash generating global nutraceutical business, with a growing presence in large markets and strong focus on further international expansion, with significant growth potential the years to come
Proprietary technology platform with control over value chain underpins both the pharmaceutical and nutraceutical businesses
Expert management with broad experience within the pharmaceutical and nutraceutical industries
Arctic Bioscience AS | Annual Report 2025 3
HIGHLIGHTS 2025 KEY FIGURES
Arctic Bioscience Group
Amounts in NOK
Revenue from sales Gross profit
Gross margin % EBIT
EBITDA
Adjusted gross profit* Adjusted gross margin %* Adjusted EBIT*
Adjusted EBITDA*
Cash flow operating activities
Cash flow from investment activities Cash flow from financing activities Net cash flow
Cash and cash equivalents end of period Available liquidity including credit facility
Total assets Total equity Total liabilities Equity ratio
2025
2024
40 096 019
43 483 616
11 042 503
11 887 749
28%
27%
-33 445 211
-47 789 728
-28 325 854
-42 638 941
11 042 503
14 227 749
28%
33%
-33 445 211
-41 965 887
-28 325 854
-36 815 100
-22 652 520
-45 356 778
-22 697 323
-50 628 934
43 359 535
19 660 746
-1 990 308
-76 324 966
1 286 795
3 277 103
5 173 647
7 014 898
284 654 948
279 741 030
173 488 807
210 730 763
111 166 141
69 010 267
61%
75%
Phase IIb clinical trial in mild-to-moderate psoriasis, the HeROPA-study, showed encouraging top-line results where a larger percentage of patients treated with HRO350 achieved a PGA 0/1 than placebo treated patients and, further, analysis on
blood samples revealed statistically significant effects on inflammation
Clinical Glaucoma study demonstrated that daily supplementation with herring caviar oil resulted in a statistically
significant improvement in the visual field measure Mean Deviation in patients with primary open-angle glaucoma and controlled intraocular pressure
Total nutraceutical sales revenues for 2025 ended at NOK 39.8 million
Strong development in the American nutraceutical market in 2025, with 143 % annual revenue growth
Positive prospects and good order backlog for the nutraceutical business, with several new promising customers both in North America, Europe and Asia
Strong cost focus resulted in significant operational cost reductions in 2025
Romega Skin Refine launched. New European B2C markets to be entered into in 2026
Arctic Algae AS has continued its positive development to bring the Group in position to explore future commercial opportunities in the microalgae segment. A grant of NOK
2.5 million was received in October 2025 to fund a project developing oral vaccines for aquaculture together with leading partners in the industry
* Adjustments in 2024 relate to pre-concept costs new production line, financial advisory costs and cost provisions recall of goods. Alternative Performance Measures and reconciliations are explained at the end of the Annual Report .
4 5LETTER FROM THE CEO
Dear investors, customers,
and partners of Arctic Bioscience,
We are entering 2026 following a year of solid execution and important strategic milestones in 2025. Building on the momentum from prior years, 2025 has been a year where Arctic Bioscience further strengthened its commercial platform, advanced its pharmaceutical pipeline, and improved its operational robustness in a measured and disciplined manner.
The HeROPA phase IIb clinical study in mild-to-moderate psoriasis reached its 12-month read-out during the summer of 2025. While the study did not meet its
primary endpoint due to an unexpectedly high placebo response, analyses of key secondary endpoints, responder analyses and relevant patient subgroups demonstrated encouraging efficacy signals, supported by a strong safety profile. In addition, post-hoc analyses from the study demonstrated statistically significant reductions in systemic inflammation, measured by the Systemic Immune-Inflam-mation Index (SII), in patients treated with HRO350. Systemic inflammation is increasingly recognised as a key underlying mechanism across a range of chronic inflammatory and metabolic diseases, and these findings therefore strengthen the overall asset profile of HRO350 beyond the immediate psoriasis
indication. Together, this supports strategic potential and partnership discussions for the asset going forward.
In parallel, our nutraceutical business continued to demonstrate resilience and scalability. Sales development in 2025 was supported by a strong product portfolio, high customer loyalty, and recurring revenues, despite varying market conditions. We expanded our consumer offering with the launch of Romega® Skin Refine, marking our entry into the rapidly growing beauty and skincare segment, and reinforcing our long-term innovation strategy. On the negative side, we experienced a product recall which affected both sales and deliveries in 2025. The case was closed late in the year with sales and deliveries returning back to normal operationts and mitigating actions being implemented.
Our B2B nutraceutical activities remained a key pillar of the Company, with products sold across the Americas, Europe and the
APAC region. Order intake towards the end of 2025 was strong, and our recurring business model continues to enable gradual expansion with new customers, new formulations and new geographies. We have also continued
to strengthen our presence in Asian markets through established partnerships, laying the groundwork for further growth.
Throughout 2025, we maintained a strong focus on operational discipline. Following a comprehensive cost review conducted at the end of 2024, several cost-reduction initiatives were implemented and are now
clearly reflected in our cost base and financial performance. In addition, the Company secured new long-term financing during 2025, improving liquidity and providing an important financial step as we progress towards cash-positive operations.
Our focus on research and production of microalgae through Arctic Algae has continued to develop according to plan. The activity level increased in 2025, supported by external collaborations and public funding, and we see meaningful long-term potential for this platform across both pharmaceutical and nutraceutical applications.
Looking ahead, we remain confident in Arctic Bioscience's strategic direction. With a strengthened commercial platform, valuable clinical data and improved operational
efficiency, the Company is well positioned to creating significant shareholder value in the years to come.
Finally, I would like to thank our employees for their dedication, professionalism and commitment throughout 2025, as well as our investors, partners and customers for their continued trust and support.
Christer Valderhaug,
Arctic Bioscience CEO
Warmly,
Arctic Bioscience AS | Annual Report 2025 7
THIS IS ARCTIC BIOSCIENCE
HistoryFounded in 2011, Arctic Bioscience began selling its nutraceutical products as bulk ingredients in Europe and the Americas in 2012. In the period 2012-2016, significant resources were deployed into R&D to pursue the most attractive routes to market. Revenue from the nutraceutical business has grown steadily in the past decade and Nutra is a very important part of our business.
The company initiated a randomized, double-blind, placebo-controlled pilot clinical trial at Haukeland University Hospital which was completed in 2019. Results from the study
were published in 2020 and 2021, demonstrating promising, statistically significant clinical results in using herring roe oil (HRO) to treat mild-to-moderate psoriasis.
In 2019, the company initiated a scientific advice procedure with the European Medicines Agency (EMA) to evaluate a clinical development program for Herring Roe Oil in mild-to-moderate psoriasis, including design of a phase IIb clinical trial. Simultaneously, the company was also granted SME Instrument funding from the European Innovation Council
to conduct a comprehensive feasibility analysis of the development of HRO350. In 2021, con-
duct of a large phase IIb clinical trial was contracted to the Clinical Research Organization (CRO) Smerud Medical Research International (Smerud). The clinical trial aimed to investigate the efficacy and safety of the investigational product HRO350 in patients with mild-to-mod-erate psoriasis. The Clinical Trial Application (CTA) was submitted in Q4 2022 and was granted approval by medicinal authorities in five European countries at the start of 2023.
In January 2024 the HeROPA-trial was fully recruited with the 519 patients needed for the study. Twelve months read-out in the study was conducted in 2025 showing encouraging top-line results. A larger percentage of patients treated with HRO350 achieved a PGA 0/1
than placebo treated patients. PGA 0/1 is a measure indicating clear or almost clear skin. Subsequent analysis on blood samples from the psoriasis HeROPA-trial also revealed statistically significant effects of HRO350 versus placebo on Systemic Immune-inflammation Index (SII) in patients with mild-to-moderate psoriasis.
In 2025 a pilot study on herring caviar oil (HCO) from Arctic Biosicence was published in the journal International Ophthalmology and demonstrated effects on visual field and data on intra ocular pressure in glaucoma
patients. Based on these exciting results, Arctic Bioscience will evaluate the strategic direction for developing this asset for glaucoma
Company structure
TECHNOLOGY / R&D
Utilizing cutting edge extraction technology and R&D experience to create new areas of use, beyond our products as of today.
NUTRA
Premium Omega-3 products with benefits for brain, heart, eyes, prenatal and sports nutrition.
PHARMA
Drug candidate HRO350 for mild-to-moderate psoriasis. Encouraging results from the international clinical trial, HeROPA, published in 2025
patients, which is planned to be conducted with partners.
Founding story
2017-2025: Building the foundation framework for a robust clinical program
PHARMA
2017
2018
2020
2020
2011-2016:
Laying the foundation
2012
Pilot clinical trial initiated
Strategic partnership entered with Kotler
Pilot clinical trial First clinical completed study results
published
Scientific Advice from the EMA
2011
2021
2022
2023
2024
2025
Arctic Bioscience is founded
Pharmaceutical potential of products discovered
B2B bulk sales surpass NOK 20m
B2C subscrip- Dr. Mercola sales tion is launched in USA pass 3m in Norway in single order
IPO Euronext Growth, Oslo
NUTRA
ROMEGA
HeROPA Phase IIb clinical study Scaling Nutra globally
Entering micro algae space
Strong Nutra growth
2019
2019
2020
2020
Statistically significant effects of HRO350 on
inflammation
2019-2025: Developing the organization to prepare for future growth
In Q1 2023 Arctic Algae was acquired, a biotechnology company specializing in production of microalgae by innovative reactor technologies. With this acquisition Arctic Bioscience stepped into an exciting area in the field of bioscience, where there has been a strong development over the years. In 2025 Arctic Algae has continued its positive development to bring the Group in position to explore future commercial opportunities in the microalgae segment. In October 2025 Arctic Algae received a grant to fund a project developing oral vaccines for aquaculture, a project which will have full focus going into 2026.
At the end of 2025, the Group had a total of 20 employees and 1 contracted personnel across pharmaceutical development, sales & marketing, operations, quality, regulatory and R&D teams.
Since its foundation in 2011, the Company has evolved from a nutraceutical manufacturer to a clinical-stage biotechnology company.
8 Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025 9
PHARMA
Investigational medicinal product HRO350 for mild-to-moderate psoriasisExecutive summary
Arctic Bioscience is developing a novel, oral drug candidate (HRO350) for the treatment of mild-to-moderate psoriasis, a large market
with significant unmet medical need. Psoriasis is a chronic, non-communicable, inflammatory skin disorder with no clear cause or cure.
Psoriasis is commonly categorized by severity ranging from mild to moderate to severe.
HeROPA study was designed to investigate the efficacy, safety and dose of drug candidate HRO350 vs. placebo. The CTA was approved at the start of 2023 in five European countries. These countries were Germany, Poland, Finland, the UK and Norway.
519 patients were included in the HeROPA study, where the last patient was recruited in January 2024. The 12 months data read-out from the trial was conducted in 2025.
cant effects of HRO350 versus placebo on Systemic Immune-inflammation Index (SII) in patients with mild-to-moderate psoriasis. Significantly more patients treated with HRO350 achieved a ≥ 25% reduction in a systemic inflammatory marker at both 26 weeks and 1 year compared to placebo.
Among patients with lower baseline systemic inflammation, this reduction was accompanied by statistically significant improvements in psoriasis skin symptoms and quality of life,
inflammation align with in vitro cellular data indicating involvement of HRO350 in resolution of inflammation.The very interesting data on SII status in the HeROPA trial, will be important to take into account when designing a future phase III clinical trial.
Further planned drug development program A Pediatric Investigational Plan (PIP) for HRO350 was submitted in 2021. In March 2022 Arctic Bioscience received a positive
of $1.2 billion per annum. If the drug is positioned to treat a segment of the mild psoriasis population in addition to the moderate patient population, the peak revenue opportunity could potentially increase to $2 billion per
year 2 .
Arctic Orphan - Drug development opportunity for extremely premature infants Arctic Bioscience has a collaboration with Smerud Medical Research International
The drug development program will run in parallel with the HRO350 clinical program for mild-to-moderate psoriasis and will provide a further basis for development of Arctic Biosci-ence's pharmaceutical business.
ABS403 - Promote resolution of inflammation and support neuroprotection in glaucoma 3Glaucoma is an eye disease which does not currently have a cure and leads to blindness. A
Psoriasis affects over 20 million patients in
shown through achievement of sPGA0/1 and
opinion from the Pediatric Committee of the
(Smerud) for the development of a novel drug
clinical pilot study
published in International
the US and Europe, with 80-90 per-cent having the mild-to-moderate form. It is estimated that psoriasis affects 2-6 percent of the population worldwide and can have a profound impact on patients' quality of life 1 . Arctic Bioscience targets patients in the mild-to-moderate category, the group that makes up the vast majority of psoriasis patients. HRO350 is targeting an addressable market of approximately 18.7 million mild-to-moderate psoriasis patients in US and EU-5 alone.
Phase IIb clinical trial - the HeROPA study
In late 2022 Arctic Bioscience submitted a Clinical Trial Application (CTA) for the international HeROPA study, a phase IIb
randomized, placebo-controlled clinical trial in mild-to-moderate psoriasis with the investigational medicinal product (IMP) HRO350. The
Statistically significant effects of HRO350 on inflammation
The HeROPA phase IIb study showed encouraging results on key secondary endpoint
with increasing durable efficacy up to week
52. More patients treated with HRO350 achieved "clear" or "almost clear" skin (PGA 0/1) indicting minimal or no skin symptoms in both active groups compared to placebo. PGA 0/1 is commonly used as a primary endpoint in studies, it is a treatment-goal for psoriasis and is a harder endpoint to reach than PASI50, a 50% reduction in the psoriasis symptoms. HRO350 was well tolerated throughout the study duration with no new safety concerns and no unexpected serious adverse events.
Analysis on blood samples from the psoriasis HeROPA-trial revealed statistically signifi-
DLQI0/1 in the HRO350 group after 1 year.
The Systemic Immune-inflammation Index (SII) is a biomarker which reflects systemic inflammation and immune status. SII has been found to correlate with psoriasis severity, risk of disease activation, and decreases with effective systemic therapy.
The results show that patient screening based on baseline SII in mild-to-moderate psoriasis may reduce the inherent uncertainty in the patient target group for HRO350 in further development phase. Inflammation plays a key role in psoriasis and can be measured through biomarkers. Systemic inflammation measured in blood provides a distinct perspective on disease severity compared to skin symptoms. These findings on the impact of HRO350 on
EMA. It is a strong belief there is a major market potential for HRO350 in mild-to-moderate psoriasis, and Arctic Bioscience is currently seeking partnerships for further development. The company's ambition is to run a phase III clinical trial in collaboration with a commercial partner, before submitting a Marketing Authorization (MA) application thereafter.
Market opportunity
There is a significant unmet medical need for cost-effective, oral treatment for mild-to-mod-erate psoriasis. It is estimated that 9/10 patients experience mild-to-moderate disease, resulting in an addressable market of more than 18 million patients in the USA and the EU5 alone. Based on conservative pricing and market share projections, moderate psoriasis alone presents a peak revenue opportunity
candidate for brain development in extremely premature infants. Babies born this early
do not have fully developed brains and are therefore subject to a high risk of disability and complications. DHA is crucial for normal development of brain and vision in the fetus, and herring roe is a natural and rich source of DHA. Thus, there is a sound scientific rationale for a drug candidate based on phospholipid esters from herring roe extract.
Arctic Bioscience plans to apply for orphan designation for the drug candidate. In the collaboration, Smerud will cover the cost of the clinical program and Arctic Bioscience will cover the cost of formulation development and clinical material. A grant of NOK 2.3 million has been received from Innovation Norway to develop the pre-clinical material.
Ophthalmology demonstrated that daily supplementation with herring caviar oil resulted in a statistically significant improvement in the visual field measure Mean Deviation (MD) in patients with primary open-angle glaucoma (POAG) and controlled intraocular pressure (IOP). No adverse events were observed, and the treatment was well tolerated.
These findings suggest that herring caviar oil may be a safe and potentially effective
adjunct to protect vision in glaucoma patients, even when IOP is already controlled. Going forward Arctic Bioscience is planning larger, randomized studies to confirm these promising results. As preparation for the next stages are conducted, partners and investors to
join in advancing ABS403 into further clinical development are being sought.
1World Health Organization. Global report on psoriasis. World Health Organization 2016. https://apps.who.int/iris/handle/10665/204417 Yeung H, et. Al. Psoriasis severity and the prevalence of major medical co-morbidities: a population-based study. JAMA Dermatol. 2013 October 1: 149(10):1173-1179
Results represented are based on indicative price and patient share assumptions, subject to achieving optimal price and market access; WAC; weighted average cost. Source: Arctic Bioscience assumptions, IQVIA research and analysis
23
Read more about the promising pilot trial by Luo et al: https://doi.org/10.1007/s10792-025-03693-1
10 Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025 11
(capsules) products in the Americas, Europe and APAC. The last years a larger share of the total revenues has come from finished goods (capsules), an effect of an updated implemented sales and distribution strategy. In 2025 the American market accounted for
38 % of the total B2B sales. Europe accounted for 33 %, the APAC region 23 % and Norway
6 % respectively.
B2CArctic Bioscience also sells direct to consumers. Overall, in 2025 B2C accounted for 12% of Arctic Bioscience' total sales revenues. 2025 showed a stable revenue development after significant growth in the
years before. Until last part of 2025 Norway has been the only B2C market which Arctic Bioscience has operated in. From end of 2025 our ROMEGA® products were also launched in Sweden, with more European countries to come in 2026. Our products are available through an e-commerce subscription model.
NUTRA
Arctic Bioscience's nutraceutical product is ROMEGA®, a premium phospholipid-DHA omega-3 food supplement with a 3:1 ratio of DHA to EPA. DHA and EPA are present in their phospholipid bound form which increases uptake of these essential fatty acids. Due to its EPA content, ROMEGA® has benefits for heart health, and its high composition of DHA is especially important for brain health, eye health and prenatal development. Over the last years, the company has produced several new ROMEGA® products, both oil and protein products.
Arctic Bioscience's strategy for sale of nutraceutical products is multi-dimensional including B2B, B2C and strategic partner sales.
The nutraceutical business is cash generating with a loyal and ever-growing customer base. There is a vast global Omega-3 market set for further growth in coming years, and ROMEGA® is attractively positioned in the market. Over the last years the revenue growth has been good, whereas several promising customers from around the world have been on-boarded. There are positive prospects for
our nutraceutical business going forward, by introducing new products into the market and by further building our international customer base. Significant marketing and delivery agreements have been established with key international partners, agreements that are expected to have continued and increasing effects in the years to come.
B2BThe majority of the company's nutraceutical business' revenues are from B2B sales of herring caviar oil (bulk) and finished goods
Strong and long strategic partnership in ChinaThrough a strategic partnership with Kotler Marketing Group, Arctic Bioscience has developed a strong and effective platform for marketing and sales in the Chinese consumer market. China is the second largest Omega-3 market in the world and is considered an ideal market for ROMEGA® with high status attached to caviar products and premium quality "Made in Norway"-products. Kotler Marketing Group is well known for its world-class marketing experience and had deep local market insight and significant resources dedicated to sales and distribution of Arctic Bioscience's products. The key products in China are ROMEGA® Prenatal, ROMEGA® Eye and ROMEGA® Brain.
A joint venture with the Kotler Group is established to further develop the Chinese and Southeast Asian nutraceutical markets together to truly realize the business potential in this long and strategic partnership.
12 Arctic Bioscience AS | Annual Report 2025 13
TECHNOLOGY / R&D
Research & development, alongside focus on cutting edge technology, is the foundation of all operations in Arctic Bioscience, both in pharmaceutical and nutraceutical business units. Our experienced team of scientists are constantly innovating, developing new prod-
uct formulations and processes to be utilized in the company's diverse range of products.
Arctic Bioscience's extraction technology, together with the experience in our R&D department, puts us in a position to explore new areas of use, beyond our core products as of today. We do this by leveraging our proprietary production process, protected by a comprehensive portfolio of patents and technological know-how. Our experts in
this field are highly involved in the positive development Arctic Bioscience has both in the pharmaceutical and nutraceutical market space.
Ongoing and planned studies 2022 2023 2024 2025 2026 2027 2028 2029 2030ARCTIC ALGAE
PHARMAPilot clinical trial psoriasis
HRO350: HeROPA Phase IIb clinical trial
HRO350: Phase III
HRO350: Paediatric development
The company Arctic Algae, a biotechnology company specializing in production of micro algae by innovative reactor technologies, was acquired in Q1 2023. In addition to current use of marine ingredients in the Group, Arctic Algae will enhance the product- and technology platform by developing proprietary and
Arctic Algae has the infrastructure needed for both heterotrophic and phototrophic development of micro algae, which is the basis for valuable marine oils, protein and other promising ingredients.
Since the acquisition in 2023, Arctic Algae
segment. The path forward for the company is very exciting, including focus on a project to develop oral vaccines for the aquaculture industry.
PRE-CLINICAL NUTRABioavailability Romega Lipids & glucose tolerance Peripheral neurinflammation
Cellular studies MoA
PL in pregnant women
PK/PD HRO350
ABS302: Extremely Premature
Sports nutrition
scalable ingredients based on micro algae and expand the product portfolio into marine algal oils, products that have a high growth rate in the nutraceutical marketplace.
has had a positive development in the Group. The company has received several public grants and has worked on significant product development and R&D projects within the
HRO in glaucoma (pilot) HRO in retinopathy
HRO in myopia
HRO in glaucoma: Phase II
14 Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025 15
MANAGEMENT
Jannicke BjørkedalQuality Manager
Mrs. Bjørkedal (1970) has more than 20 years of experience working with marine oils both from the nutraceutical and pharmaceutical industry. Her experience includes working as a Qualified Person (QP) and leading quality unit. She holds a Bachelor's degree in Aquatic Biology.
Christer L. ValderhaugCEO
Mr. Valderhaug (1972) has 25+ years of experience in international business. His most recent role was Partner and Head of Investments at Converto, where he assisted top Management and boards across a range of industries including marine growth companies. Prior to joining Converto in 2016, he was the CEO of ICD Software and worked 15 years as a consultant at Accenture, SINTEF and Gagn Consulting. Valderhaug holds a Master of
Economics degree from NHH - Norwegian School of Economics and the University of Mannheim in Germany.
Per Christian SæbøCOO
Mr. Sæbø (1967) has more than 25 years of experience from manufacturing management and process development, including concept architecture, concept testing, and verification, upscaling and operationalization. Mr. Sæbø holds a MSc in Chemistry from NTNU.
Jone R. SlinningCFO
Mr. Slinning (1979) has a broad and long experience from various industries, including auditing, the banking and finance sector, and different CFO positions, latest in the aquaculture industry. Mr. Slinning holds a Master of Economics degree from NHH - Norwegian School of Economics.
Para Ghildyal-PalaniRegulatory Manager
Dr. Ghildyal-Palani (1976) has diverse experience from the life science industry, having held numerous scientific and advisory roles across academic, public, and private sectors. Her expertise lies in regulatory affairs and safety risk management of nutraceuticals and medicines. She has valuable experience from working at the Norwegian Food Safety Authority, framing national policies and negotiating nutraceutical standards, globally and
within the EU. She has a Ph.D. in Neurophysiology from the Indian Institute of Technology - Bombay.
Runhild GammelsæterMedical director
Dr. Gammelsæter (1976) is highly experienced in the pharmaceutical industry. She has experience from R&D-based entrepreneurship, patenting, leading research units, and as an entrepreneur founding the biotech firm Regenics AS. Former positions include leadership roles in GSK, AbbVie, and Abbot. Dr. Gammelsæter holds a Ph.D. in cell physiology from the Medical Faculty at the University in Oslo.
Daniele MancinelliCTO
Mr. Mancinelli (1973) is experienced in R&D specialized in omega-3 fatty acids. His experience span: concept architecture, concept testing and verification, up-scaling and operationalization as well as process optimization. Mr. Mancinelli holds a MSc in Chemistry and Pharmaceutical Technologies.
Hogne HallaråkerCSO
Mr. Hallaråker (1966) is the founder and developer of Arctic Bioscience´s business concept. He is an entrepreneur with more than 20 years of experience in the Nutraceutical and Biomarine industries. Mr. Hallaråker holds a MSc in Marine Biology and Aquaculture from the University of Bergen.
Kim Frode ThorupEVP B2B Nutra
Mr. Thorup (1972) has 25+ years of experience with global international sales and marketing management within industries like furniture, renewable energy, salmon by-products and food supplement. His recent position was heading global sales at Mowi Nutrition. Mr. Thorup has a Higher Commercial Examination Program from Herning Business School - Denmark.
16
16 17Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025
BOARD OF DIRECTORS BOARD OF DIRECTORS' REPORT
Harald Nordal - Chairman
Harald Nordal is a co-founder of the Company and has served at the board of directors since the founding of the Company. He has served as chairman from 2011 to January 2015 and from December 2015. He has extensive experience from national and international senior board and executive management positions in industry and biosciences. He sits on the board of directors of Regenics AS and Hyperthermics AS. He holds a MSc in Civil Engineering from the Norwegian University of Science and Technology (NTNU) and an MBA in Project Management from the SKEMA Business School, France.
Marita Holstad - Board member
Marita Holstad has served as a board member of the company since 2021. She currently holds the role as Global Brand Lead Dermatology for Dupixent at Sanofi. Prior to joining Sanofi Marita held the role as Commercialization Leader Respiratory in GlaxoSmith-Kline (GSK), based in Chicago, IL. Before joining GSK, Ms. Holstad has 16 years' experience from AbbVie (previously Abbott) from management positions in Norway, UK and the US within Immunology across Rheumatology, Gastro-logy and Dermatology. Holstad holds an MBA degree in Strategic Leadership from the Norwegian School of Economics and Business Administration (NHH). She has a relevant track-record and capabilities when it comes to developing and bringing
pharmaceutical products to market, including within the field of psoriasis. Marita is based in the US, outside Chicago.
Tore A. Tønseth - Board member
Tore A. Tønseth has served as a board member of the Company since January 2021. He currently works as Investment Director at Ronja Capital AS and is chairman of the board in Salmon Evolution ASA, in addition to several board positions in different private and public companies: Rimfrost AS, Hyperthermics AS and Griff Aviation AS among others. He has also worked as an Equity Analyst at SpareBank 1 Markets and Pareto Securities. He holds a Master's Degree in Finance from the Norwegian School of Economics.
Jan Endre Vartdal - Board member
Jan Endre Vartdal has served as a board member of the Company since 2015. In 1997, together with his two siblings, Mr. Vartdal took over the family Company Vartdal Plastindustri AS. Since 2008 Mr. Vartdal has been CEO of the Company, which under his leadership has grown from a single factory Company with 70 employees to a Company employing more than 250 people running seven factories located in all parts of Norway under the Company name Vartdal Plast. Mr. Vartdal currently sits on the board of the Confederation of Norwegian Enterprise Møre og Romsdal (NHO). In addition to this, he is involved
in the development of several companies and projects as investor and board director.
Olav Sindre Kriken - Board member
Olav Sindre Kriken has served as a board member of the Company since 2025. He is an experienced founder and businessman with demonstrated history from bu siness innovation and growth. He is skilled in Product-Led Growth, Business Modelling, Marketing Management and Digital Strategy and complements the experience and competency of the other Board members well. From his base in Palo Alto, California, he brings another perspective and network to the Board of the Company.
Operations and locationsArctic Bioscience AS ("the Company" or "the Group") is a clinical stage biotechnology company developing pharmaceutical and com-mercializing nutraceutical products based
on unique bioactive marine compounds, including lipids essential to maintaining cell membranes. The main office is in Ørsta, but the Group also has an office in Oslo. Due to operational activity in Spain, Arctic Bioscience has a VAT/fiscal registration in this country with address in Barcelona. The Group is also VAT-registered in Sweden.
The Group includes, in addition to Arctic Bioscience AS:
Arctic Algae AS Arctic Nutrition AS Romega AS
Arctic Biopharma AS
The Board of Directors' report for Arctic Bioscience 2025 is based on the consolidated financial accounts for 2025 and 2024. When "Arctic Bioscience" is referred to throughout this report, it represents the consolidated activity of the Group. Arctic Nutrition AS, Romega AS and Arctic Biopharma AS are established with minimal capital and have limited operations at this point.
Operational reviewThe phase 2b clinical trial in mild-to-moderate psoriasis, the HeROPA-study, reached full recruitment of all 519 patients in January 2024. The HeROPA-study was a randomized, placebo-control clinical trial with the investigational medicinal product HRO350.
The study was designed to investigate the efficacy, safety and dose of the drug candidate HRO350 vs. placebo, and was conducted in 5 European countries. 12 months data read-out from the trial was
conducted in 2025. This showed encouraging results on key secondary endpoint with increasing durable efficacy up to week 52. More patients treated with HRO350 achieved "clear" or "almost clear" skin (PGA 0/1) indict-
ing minimal or no skin symptoms in both active groups compared to placebo. Further analysis on blood samples from the psoriasis HeROPA-trial revealed statistically significant effects of HRO350 versus placebo on Systemic Immune-inflammation Index (SII) in patients with mild-to-moderate psoriasis. The results show that patient screening based
on baseline SII in mild-to-moderate psoriasis may reduce the inherent uncertainty in the patient target group for HRO350 in further development phase. These findings on the impact of HRO350 on inflammation align with in vitro cellular data indicating involvement of HRO350 in resolution of inflammation.
A clinical pilot study published in International Ophthalmology demonstrated that daily supplementation with herring caviar oil resulted in a statistically significant improvement in the visual field measure Mean Deviation in patients with primary open-angle glaucoma and controlled intraocular pressure (IOP).
These findings suggest that herring caviar oil may be a safe and potentially effective
adjunct to protect vision in glaucoma patients, even when IOP is already controlled. Going forward Arctic Bioscience is planning larger, randomized studies to confirm these promising results.
Arctic Bioscience has a collaboration with Smerud Medical Research International (Smerud) for the development of a novel drug candidate for brain development in extremely premature infants (Arctic Orphan). Arctic Bioscience plans to apply for orphan designation for the drug candidate. In the collaboration, Smerud will cover the cost of the clinical program and Arctic Bioscience will cover the cost of formulation development and clinical material. A grant of NOK 2.3 million from Innovation Norway was approved in 2025 to develop the pre-clinical material.
The company's nutraceutical business continued to demonstrate resilience and scalability. A strong product portfolio, high customer loyalty and recurring revenues supported the
sales development in 2025. The market conditions were varying, and a product recall which affected both sales and deliveries in 2025 was experienced, resulting in a slight decrease
in total revenues from the nutraceutical business compared to 2024 and below what was expected going into 2025. The American market had a very positive growth in 2025, more than doubling the revenues compared to last year, and with further positive outlook for 2026. The B2C segment had a stable development compared to last year. From end of 2025 the company's B2C-products were also launched in Sweden, with more European countries to come in 2026. Total order intake towards end of 2025 was strong, and the recurring business model continues to enable gradual expansion with new customers, new formulations and new geographies.
In 2023 Arctic Bioscience acquired Arctic Algae, a biotechnology company specializing in production of micro algae by innovative reactor technologies. The focus on research and production of microalgae has continued to develop according to plan. The activity level increased in 2025 and was supported by external collaborations and public grants.
The organization has been stable in 2025 with continued focus to professionalize the company's operations by developing and further implementing new work- and quality processes. By its employees and technical infrastructure Arctic Bioscience is in a strong position to meet future requirements for both the pharmaceutical and nutraceutical operational activities.
Financial reviewIncome statement
Arctic Bioscience generated sales revenue of NOK 40.1 million in 2025, down from NOK
43.5 million in 2025. 88% of the sales revenue was related to the B2B segment in 2025.
Gross profit of the year was NOK 11.0 million, down from NOK 11.9 million in 2024. For 2025 this represents a gross margin of 28%,
18
18 Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025 19
compared to 27% in 2024. Included in the gross profit for 2024 is an extraordinary cost provision of NOK 2.34 million in relation to recall of goods sold in December 2024.
Adjusted for this provision, adjusted gross profit in 2024 was NOK 14.2 million, representing a gross margin of 33%. The 2025 figures were also affected by further costs related to the recall issue, which negatively affected gross profit for the year.
Other income was NOK 2.5 million in 2025, up from NOK 0.9 million in 2024. These income are linked to increased R&D activity and thereby public grants both in Arctic Bioscience and Arctic Algae.
Total operating expenses excluding cost of goods sold for the year were NOK 41.6 million for the parent company and NOK 47.0 million for the group in total in 2025. The corresponding figures for 2024 were NOK 54.8 million for the parent company and NOK 60.6 million for the group in total. Of the 2024 figures NOK
3.5 million were non-recurring costs related to pre-concept of new production line and financial advisory costs. Significant cost reduction initiatives were implemented in late 2024,
and these have given positive results in 2025 where a lower cost base has been achieved.
Personnel costs in the parent company decreased by NOK 2.0 million. Personnel costs for the group in total decreased with NOK 1.5 million compared to 2024. Temporary layoffs have been implemented for parts of the year. During 2025, NOK 3.0 million of total personnel expenses were capitalized
to development projects. The corresponding figures from 2024 were NOK 4.4 million. Other operating expenditures decreased with NOK
11.2 million compared to the last year for the parent company and decreased with NOK
12 million for the group in total compared to 2024. Depreciation expenditures were stable between the two years.
Operating loss for 2025 was NOK 29.9 million for the parent company, compared to NOK
42.9 million in 2024. For the group total
operating loss for 2025 was NOK 33.4 million, compared to NOK 47.8 million in 2024.
Including net financial items, the total loss for 2025 for the parent company was NOK 42.6 million, compared to NOK 49.1 million in 2024 for the parent company. Included in financial items was an impairment of investment in subsidiary of NOK 5.5 million in 2025. For the group the total loss for 2025 was NOK 41.0 million, compared to NOK 47.9 million in 2024.
Research and development
Arctic Bioscience is investing in research and development projects in the pharmaceutical and nutraceutical business units. The projects are mainly related to the development of HRO350, the production process, and other product developments. Arctic Bioscience mainly capitalizes development costs as these are considered to form the basis for future earnings.
Arctic Bioscience has in 2025 received total payments of NOK 918 678 from Innovation Norway related to two projects: "Romega brand positioning" and "Arctic Orphan". These payments are booked as other operating income. In 2025, Arctic Bioscience has been paid NOK 4.75 million in SkatteFunn relating to 2024, and has earned a grant of NOK 4.1 million for 2025. These amounts have been entered in their entirety as a reduction of capitalized costs related to the projects in 2024 and 2025, respectively.
Arctic Algae AS received total grants of NOK
1 602 806 in 2025. NOK 200 000 was received via a development project led by Sintef Nordvest AS. NOK 1 402 806 was received from Regional Forskningsfond connected to two different development projects led by Arctic Algae AS. The public grants in Arctic Algae AS are recognized in the income statement on the basis that the company's development projects are not recognized in the balance sheet.
The group will continue to be active in applying for grants from both Norwegian and international organizations.
Cash flow statement
Net cash flow from operating activities was NOK -21.0 million (NOK -42.1 million in 2024) for the parent company in 2025, and NOK
-22.7 million (NOK -45.4 million in 2024) for the group in total, mainly driven by negative operating results. Of other items influencing operating activities, changes in inventory amounted to NOK -0.6 million, and changes in accounts receivable of NOK 4.4 million. Changes in accounts payable amounted to NOK 10.2 million for the parent company and NOK 10.5 million for the group in total. Finally, changes in other accrual items amounted to NOK -1.3 million for the parent company and NOK -0.9 million for the group in total.
Net cash flow from investing activities was NOK -24.2 million for the parent company in 2025 (NOK -53.2 million in 2024). This was mainly related to the phase 2b HRO350 clinical development program. Received public grant of NOK 4.75 million has been netted in the total investing figures. For the group in total net cash flow from investing activities was NOK -22.7 million in 2025.
Cash flow from financing activities during 2025 amounted to NOK 44.0 million for the parent company (NOK 20.2 million in 2024). This relates to net change in credit facility and new long-term debt of NOK 30 million. Cash flow form financing activities for the group in total in 2025 was NOK 43.4 million (NOK 19.7
million in 2024).
Total net cash flow during 2025 ended at NOK
-1.2 million for the parent company (NOK -75.1 million in 2024) and NOK -2.0 million for the group in total (NOK -76.3 million in 2024). Total available liquidity at end of 2025 was NOK 5.0 for the parent company (NOK 6 million) and NOK 5.2 million (NOK 7.0 million) for the group in total, including unused credit facility. In April 2026 the liquidity situation was strengthened with a new long-term loan of NOK 15 million.
Financial position -
balance sheet as of 31.12.2025
For the parent company total equity as of
31.12.2025 amounted to NOK 175 million (NOK 213.8 million), and for the group in total NOK 173.5 million (NOK 210.7 million). This corresponds to an equity ratio of 62% (76%) for the parent company and 61% (75%) at group level.
Total non-current assets as of 31.12.2025 for the parent company amounted to NOK 230.8 million (NOK 221.2 million), and for the group in total NOK 235.3 million (NOK 221.9 million). The increase during the year is mainly allocated to an increase in intangible assets related to the pharmaceutical development program of HRO350.
The parent company has NOK 53.3 million in current assets (NOK 59.3 million), and the
group in total has current assets of NOK 49.3 million (NOK 57.9 million), at end of 2025.
Inventories amount to NOK 29.6 million, short-term receivables NOK 22.7 million for the parent company and NOK 18.4 million for the group in total, and cash NOK 1.1 million for the parent company and NOK 1.3 million for the group in total.
The parent company has debt of a convertible loan of NOK 12.4 million and a long-term loan from Innovation Norway of NOK 15 million.
The group has in addition NOK 0.8 million in other non-current liabilities, related to financial leasing contracts. Total liabilities amounts
to NOK 109.1 million for the parent company (NOK 66.7 million), and NOK 111.2 million for the group in total (NOK 69.0 million).
Allocation of net profit/lossNet loss for 2025 was NOK 42.6 million for Arctic Bioscience AS and NOK 41.0 million for the consolidated Group, compared to a net loss of NOK 49.1 million for the parent company and net loss of NOK 47.9 million for the consolidated Group in total in 2024. The Board proposes that the loss be covered by share premium reserve.
Subsequent eventsOn 1. April 2026 Arctic Bioscience secured new long-term financing through a bank
loan of NOK 15 million. Together with increase in credit facility of NOK 8 million from December 2025, available liquidity has been increased by a total of NOK 23 million combined. The new loan and the increased credit facility are secured through a growth guarantee from Innovation Norway of NOK 6 million and through guarantees from various shareholders of a total of NOK 18 million.
Agreements have been entered into with shareholders who have provided guarantees for the new financing. There will be no guarantee fee to be paid. The guarantors shall, for the entire term of the loan agreement, have an irrevocable right to redeem the entire outstanding amount of the loan on behalf of the company by paying such amount directly to the bank, and to have the resulting claim against the company converted into shares in the company. The claim is convertible by
the guarantors at any time into freely tradable shares. Conversion price per share is the lower of 70% x previous 5 trading days VWAP (T+1) from the date the conversion notice is sent, or maximum conversion price of the lower of NOK 3 or 70% x price-per-share in any equity financing in the period where the guarantee is valid.
Risks and risk managementArctic Bioscience is exposed to financial, operational and market risks. The Group has adopted a risk management policy to identify, measure, and mitigate risks.
Financial risks
Currency risk: Arctic Bioscience has significant sales to customers outside of Norway but does not currently hedge foreign exchange risk on the income side. However, the company holds cash in EUR and USD for known upcoming supplier payments to entities outside of Norway related to the Group's various investment projects and has thus
hedged currency risk on the expenditure side.
Credit risk: Relates to receivables from customers and is monitored on a routine basis with credit evaluations being performed on customers when appropriate. Despite some-
times lengthy credit terms, Arctic Bioscience has had low losses on receivables as the sales and accounting departments maintain close contact with each customer, and routine billing and cash collection is performed.
Arctic Bioscience has implemented credit score applications used when evaluating new customers.
Interest rate risk: The Group has financial leasing contracts, credit facilities and other long-term debt established and is therefore exposed to interest fluctuations. The financial leasing contracts and some of the long-term loans are based on floating interest rates.
The credit facilities are based on 3 months NIBOR with addition of a fixed margin. The convertible loan is based on a fixed yearly interest rate.
Liquidity risk: Management of liquidity risk is accorded high priority. The liquidity position is tightly tracked and managed via rolling forecasting models, with continuous assessments of funding possibilities going forward.
Market and operational risks
The majority of the Group's revenues derive from sales of products containing herring roe derived Omega-3 fatty acids, phospholipids or proteins, and the Group is dependent on the market acceptance and long-term price development of such product. The markets in which the Group operate may become more competitive or may not sufficiently accept some of the Group's products.
The Group relies on the supply of raw materials, the most important being herring roe, which may be subject to availability or price fluctuations. The Group is reliant upon third party suppliers and there are risks associated with the distributor and partner agreements.
Arctic Bioscience does not yet have any approved pharmaceutical products, and the risk of delays or failures at any stage of the clinical program may prevent commercialization of the pharmaceutical product candidate in line with the planned timeline, or at all.
20 Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025 21
Any failures, material delays or unexpected costs related to the implementation of the Group's strategies could have a material adverse effect on business, results, cash flows, financial condition and/or prospects.
Board liability insurance
The Group has an insurance policy which covers all members of the Board, CEO, members of Group management and employees who can incur an independent management responsibility. Total insurance amount is set at NOK 20 million.
Health, safety, security, and organization Arctic Bioscience places utmost value in the safety and wellbeing of its people. We are proud that there were no reportable incidents in 2025. The Group's sick leave rate in 2025 was low. Total reported sick notices amounted to 87 days in 2025, equivalent to 1.9%. None of these were directly linked to working conditions. Arctic Bioscience has established an occupational health service scheme.
Arctic Bioscience seeks to be an inclusive employer and believes that diversity among employees and management contributes positively to the work environment and strengthens competitiveness and performance. There is no discrimination due to gender, nationality, culture, and religion with respect to remuneration, promotion, or recruitment. The Group is committed to recognize diversity and ensure equal opportunities, including fair employment conditions.
Jan Endre Vartdal
Board member
Olav Sindre Kriken
Board member
As of 31. December 2025, the parent company had 17 employees and in addition 1 consultant on a full-time basis outside of Norway. Of the 18 in total, 8 are female and 10 are male. In addition, the subsidiaries have 3 employees, all females. The working environment is internationally orientated with employees and full-time consultants from dif-
The Group's working environment and culture are considered strong with a continuous focus on improvement.
Corporate governanceThe Board of Directors has a responsibility to ensure that the Group has sound corporate governance mechanisms. The Group is not listed on a regulated market and thus not subject to mandatory corporate governance codes. Trading in the shares on Euronext Growth Oslo does not require implementation of a specific corporate governance code, such as the Norwegian Code of Practice for Corporate Governance (the "Code"). Nonetheless, the Group intends to maintain a high level of corporate governance standard.
ESG and impact on external environment The Group recognizes its environmental, social, and corporate governance (ESG) responsibilities and supports the UN Sustainable Development Goals initiative. The Group has a robust ESG footprint, addressing at least four UN Sustainable Development Goals:
Good Health and Well-Being:
by improving the quality of life for people with inflammatory disorders
Gender Equality:
by dedication to employee gender balance and having women in key leadership positions
Industry, Innovation and Infrastructure:
by developing new GMP production, by having a dedicated R&D department working on developing novel products and by having a medical department dedicated to running clinical trials
Arctic Bioscience's operations have limited impact on the environment. The Group operates in compliance with applicable environmental legislation, without any requirement for waivers or exemptions.
Shareholder informationArctic Bioscience has been listed on Euronext Growth since February 24th, 2021. As of 31.12.2025, the Company had 26 956 256 issued shares, each with a par value of NOK 0.10, divided between 1 035 shareholders.
The Company has one class of shares, and accordingly there are no differences in the voting rights among the shares.
Ronja Capital Investment AS was the largest shareholder as of 31.12.2025, with 3 087 999
shares, representing 11.46%. Note 15 includes a list of the 20 largest shareholders of the Company's shares.
Dividend and dividend policy
Arctic Bioscience is currently in a growth phase and will seek to deploy available capital towards growth initiatives. Beyond the growth phase, it is the Group's ambition to pay dividends to shareholders as soon as it considers itself to be in a position to do so and when it is considered to be in the general interest of the shareholders.
Analyst coverage
Two investment banks (DNB Markets and ABG Sundal Collier) had coverage of the Arctic Bioscience share at year-end 2025.
Business outlookForward looking statements are always associated with some degree of uncertainty.
Arctic Bioscience will have a strong focus on further international expansion related to its nutraceutical business in 2026. The strong order outlook for 2026 indicates good growth
ences during H1/H2 2026, which will increase the visibility and outreach of the results significantly. Arctic Bioscience will continue to leverage the positive results from both the HeROPA study and the glaucoma study and seek partnerships for future development.
Work on designing pre-clinical studies for the asset for extremely premature infants is ongoing.
The liquidity situation continues to be closely monitored. The Board is continuously assessing liquidity measures beyond those already implemented. The dialogues with financing partners have been and still are close and good. New long-term funding of NOK 15 million was secured in April 2026, supported by guarantees from various shareholders.
Further pharma project developments will be sought to be financed separately through partnerships or specific project financing.
Board of Directors statementThe Annual Report and Financial Statements are prepared in accordance with the Norwegian Accounting Act, Norwegian GAAP as applied for other companies and additional disclosure requirements for Euronext Growth listed companies.
Going concern
In the Board's opinion, the Company has delivered several positive results in 2025, with special focus on good results from the HeROPA study showing statistically significant effects of HRO350 versus placebo on Systemic Immune-inflammation Index (SII) in patients with mild-to-moderate psoriasis. In
addition, the 12 months data read-out showed
Ørsta, 6. May 2026
encouraging results on key secondary endpoint with increasing durable efficacy up to week 52. More patients treated with HRO350 achieved "clear" or "almost clear" skin (PGA 0/1) indicting minimal or no skin symptoms in both active groups compared to placebo. These results are important in the Company's ongoing dialogues with potential pharma partners to bring the HRO350 development project into a planned phase 3. Further, the Company has a good nutraceutical order intake going into 2026, and there are positive growth outlooks going forward.
In December 2025 the Company increased its credit facility and further supported the liquidity situation in April 2026 with a new long-term loan guaranteed by key sharehold-
ers. The liquidity situation is closely monitored, and plans for further liquidity measures during 2026 are established. The credit facility is subject to various covenants. The new longterm loan received in April 2026 is subject to the same terms and covenants as the existing credit facility. These covenants, which are related to borrowing base, the size of net working capital and the size of net booked equity, are waived until 30.6.2026, with next measurement point on 30.9.2026. It is expected that the Company will be in breach with the given covenants in the second half of 2026. If the bank does not waive the covenant further, and if the Company does not succeed with other planned liquidity measures, it is a risk that the Company will experience significant liquidity challenges. Further development of the HRO350 in mild-to-moderate psoriasis will be sought to be financed separately through partnerships or specific project funding.
In accordance with section 2-2 of the Norwegian Accounting Act, the Board confirms that the financial statements have been prepared on the assumption that the entity is a going concern. Although the Board believes it is likely that the Company will succeed with planned liquidity measures and that the bank will waive the loan conditions in the second half of the year, the Board cannot guarantee this will happen. This means that the Board believes there is material uncertainty that may cast doubt on the Company's ability to continue as a going concern.
Board adoption of results
The Board of Directors has today considered and adopted the Annual Report of Arctic Bioscience for the financial year 1 January to 31 December 2025.
In our opinion, the Annual Report and Board of Directors Report include a true and fair account of the important events, operational and financial developments, and any material related party transactions in Arctic Bioscience during the year as well as a description of the risks and elements of uncertainty facing the group.
In our opinion, the Financial Statements of both the Group and parent company Arctic Bioscience give a true and fair view of the financial position on 31 December 2025.
We recommend that the Annual Report be adopted at the Annual General Meeting.
ferent nations as Italy, Denmark, USA, Ukraine, India, Australia, Malaysia and Norway.
Responsible Consumption and Production:
by producing products from herring
for the total nutraceutical business compared to 2025.
The Board of Directors and CEO of Arctic Bioscience AS
The Board has 5 members, 4 men and 1 woman.
roe, a by-product of the herring fishing industry produced in Norway
Data from the HeROPA trial will be published in scientific journals and presented at confer-
Harald Nordal
Chairman
Marita Holstad
Board member
Tore Tønseth
Christer Valderhaug
CEO
Board member
22 Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025 23
INCOME STATEMENT
Arctic Bioscience AS
2025 | |
39 846 019 | |
918 678 | |
40 764 697 | |
29 468 205 | |
-414 689 | |
22 011 749 | |
3 571 605 | |
16 055 319 | |
70 692 189 | |
-29 927 492 | |
267 931 | |
2 058 739 | |
731 246 | |
5 500 000 | |
8 984 231 | |
1 282 459 | |
-12 708 773 | |
-42 636 265 | |
0 | |
-42 636 265 | |
-42 636 265 | |
42 636 265 | |
-42 636 265 | |
2024
Amounts in NOK
Note
Arctic Bioscience Group
2025 | 2024 |
40 096 019 | 43 483 616 |
2 526 484 | 920 516 |
42 622 503 | 44 404 132 |
29 468 205 | 30 449 651 |
-414 689 | 1 146 216 |
24 414 511 | 25 949 003 |
5 119 357 | 5 150 787 |
17 480 331 | 29 498 203 |
76 067 714 | 92 193 860 |
-33 445 211 | -47 789 728 |
0 | 0 |
2 058 739 | 2 052 142 |
731 408 | 1 528 427 |
0 | 0 |
9 088 017 | 3 148 616 |
1 283 014 | 575 187 |
-7 580 884 | -143 235 |
-41 026 095 | -47 932 964 |
0 | 0 |
-41 026 095 | -47 932 964 |
-41 026 095 | -47 932 964 |
41 026 095 | 47 932 964 |
-41 026 095 | -47 932 964 |
-1.52 | -1.89 |
Operating income and operating expenses
43 483 616
0
43 483 616
30 449 651
1 146 216
23 955 732
3 583 885
27 259 685
86 395 169
-42 911 553
71 260
2 052 142
1 528 397
6 300 000
2 992 960
574 043
-6 215 204
-49 126 757
0
-49 126 757
-49 126 757
49 126 757
-49 126 757
24Revenues Other income Total income
Raw materials and consumables used
Change in inventories of finished goods and work in progress
Employee benefits expense Depreciation and amortisation expense Other expenses
Total expenses Operating profit
Financial income and expenses
Interest income from group companies Other interest income
Other financial income
Write-down on long-term investments Other interest expenses
Other financial expenses
Net financial items
Net profit before tax Income tax expense Net profit after tax
Net profit or loss
Attributable to
From share premium reserve
Total
Earnings pr. share
1
1, 2
3
3
4, 5
6, 7
4
11
8
9
10
Arctic Bioscience AS | Annual Report 2025 25
BALANCE SHEET
as at 31 December
2025 | |
2 695 626 | |
172 270 273 | |
174 965 898 | |
174 965 898 | |
12 351 197 | |
15 000 000 | |
0 | |
27 351 197 | |
34 124 566 | |
25 514 160 | |
1 726 352 | |
20 432 181 | |
81 797 259 | |
109 148 457 | |
284 114 355 | |
Arctic Bioscience AS Arctic Bioscience Group
2024 Amounts in NOK Note 2025 2024
ASSETS
193 866 520
1 591 033
0
195 457 553
Non-current assets
Intangible assets
Development
Concessions, patents, licenses and trademarks Goodwill
Total intangible assets
2, 6
6
6, 11
209 770 531
1 421 405
1 337 161
212 529 097
193 866 520
1 591 033
1 931 453
197 389 006
14 047 108
0
1 587 498
15 634 606
Property, plant and equipment
Building and land Machinery and equipment
Equipment and other movables
Total property, plant and equipment
7
7
7
14 158 580
7 768 574
885 499
22 812 653
14 047 108
8 646 974
1 771 978
24 466 060
10 099 900
10 099 900
Non-current financial assets
Investments in subsidiaries
Total non-current financial assets
11
0
0
221 192 059
Total non-current assets
235 341 750
221 855 066
28 987 296
Current assets
Inventories
3
29 622 822
28 987 296
14 573 711
13 495 378
28 069 090
Receivables
Accounts receivables
Other short-term receivables
Total receivables
12
13
10 205 881
8 197 699
18 403 580
14 573 711
11 047 853
25 621 564
2 251 093
Investments
Cash and cash equivalents
14
1 286 795
3 277 103
59 307 479
Total current assets
49 313 197
57 885 963
280 499 538
TOTAL ASSETS
284 654 948
279 741 030
Arctic Bioscience AS Arctic Bioscience Group
2024 Amounts in NOK Note 2025 2024
EQUITY AND LIABILITIES
2 536 955
211 281 069
213 818 025
Equity
Paid-in capital
Share capital
Share premium reserve
Total paid-in capital
15
2 695 626
170 793 181
173 488 807
2 536 955
208 193 808
210 730 763
213 818 025
Total equity
4, 10
173 488 807
210 730 763
0
0
0
0
Liabilities
Non-current liabilities
Convertible debt
Liabilities to financial institutions Other non-current liabilities
Total non-current liabilities
10, 16
16
7, 16
12 351 197
15 000 000
844 445
28 195 642
0
0
1 472 338
1 472 338
20 237 138
18 743 313
1 922 605
25 778 457
66 681 513
Current liabilities
Liabilities to financial institutions Trade payables
Public duties payables Other current liabilities
Total current liabilities
16
3, 17
34 124 566
26 028 474
1 881 240
20 936 219
82 970 499
20 237 138
18 975 293
2 076 650
26 248 849
67 537 929
66 681 513
Total liabilities
111 166 141
69 010 267
280 499 538
TOTAL EQUITY AND LIABILITIES
284 654 948
279 741 030
2025 | |
209 770 531 | |
1 421 405 | |
0 | |
211 191 936 | |
14 158 580 | |
0 | |
821 079 | |
14 979 659 | |
4 599 900 | |
4 599 900 | |
230 771 495 | |
29 622 822 | |
10 205 881 | |
12 449 597 | |
22 655 478 | |
1 064 559 | |
53 342 860 | |
284 114 355 | |
Ørsta, 6. May 2026
The Board of Directors and CEO of Arctic Bioscience AS
Harald Nordal
Chairman
Marita Holstad
Board member
Tore Tønseth
Board member
Jan Endre Vartdal
Board member
Olav Sindre Kriken
Board member
Christer Valderhaug
CEO
26 Arctic Bioscience AS | Annual Report 2025 Arctic Bioscience AS | Annual Report 2025 27
CASH FLOW STATEMENT
NOTES TO THE FINANCIAL STATEMENTS
Arctic Bioscience AS
Arctic Bioscience Group
2024 Amounts in NOK Note
-49 126 757
0
0
3 583 885
6 300 000
3 806 494
-5 003 116
-967 516
-730 193
-42 137 203
Cash flows from operating activities
Profit/loss before tax Paid taxes this period
Profit/loss from sale of tangible assets Depreciation
Impairment of investment in subsidiary Change in inventory
Change in accounts receivable Change in accounts payable Change in other accrual items
Net cash flow from operating activities
9
7
6, 7
11
3
12
17
0
-50 689 202
-2 500 000
-53 189 202
Cash flow from investment activities
Payments from sale of tangible and intangible assets 6, 7 Payments to buy tangible and intangible assets 2, 6, 7 Payment to group loan receivable 13
Net cash flow from investment activities
0
20 237 138
0
20 237 138
Cash flow from financing activities
Repayment on long-term debt Net change in credit facility
Payments from new long term debt
Net cash flow from financing activities
7.16
16
16
-75 089 267
77 340 361
2 251 093
Net change in cash and cash equivalents
Cash and cash equivalents at the start of the period
Cash and cash equivalents at the end of the period
14
3 737 795
5 988 888
Unused credit facility
Available liquidity at the end of the period
Accounting principles
2025 | |
-42 636 265 | |
0 | |
0 | |
3 571 605 | |
5 500 000 | |
-635 526 | |
4 367 830 | |
10 186 920 | |
-1 338 078 | |
-20 983 514 | |
0 | |
-22 747 323 | |
-1 443 125 | |
-24 190 448 | |
0 | |
13 887 428 | |
30 100 000 | |
43 987 428 | |
-1 186 534 | |
2 251 093 | |
1 064 559 | |
3 886 852 | |
4 951 411 | |
2025 | 2024 |
-41 026 095 | -47 932 964 |
0 | 0 |
-5 000 | -12 553 |
5 119 356 | 5 150 787 |
0 | 0 |
-635 526 | 3 806 494 |
4 367 830 | -5 003 116 |
10 469 254 | -781 608 |
-942 341 | -583 818 |
-22 652 520 | -45 356 778 |
50 000 | 184 319 |
-22 747 323 | -50 813 253 |
0 | 0 |
-22 697 323 | -50 628 934 |
-627 893 | -576 392 |
13 887 428 | 20 237 138 |
30 100 000 | 0 |
43 359 535 | 19 660 746 |
-1 990 308 | -76 324 966 |
3 277 103 | 79 602 069 |
1 286 795 | 3 277 103 |
3 886 852 | 3 737 795 |
5 173 647 | 7 014 898 |
The annual accounts have been prepared in accordance with the Accounting Act and Norwegian GAAP as applied for other companies.
Use of estimates
The preparation of financial statements in accordance with the Norwegian Accounting Act requires the use of estimates. Furthermore, the application of the company's accounting principles requires management to exercise judgment. Areas that largely involve such judgments, a high degree of complexity, or areas where assumptions and estimates are material to the financial statements are described in the notes.
Shares in subsidiaries and associated companies
Subsidiaries are companies in which the parent company has control, and thus a decisive influence on the entity's financial and operational strategy, normally by owning more than half of the voting capital.
The following companies are included in the Group as of 31.12:
Parent company and
subsidiaries Ownership
Arctic Bioscience AS (parent company) Arctic Algae AS 100 %
Arctic Nutrition AS 100 %
Arctic Biopharma AS 100 %
Romega AS 100 %
Accounting principles for shares in subsidiaries
The cost method is used as the principle for investments in subsidiaries and associated companies in the company accounts. The cost price is increased when funds are added through capital increases, or when
group contributions are made to a subsidiary. Distributions received are initially recognized as income. Distributions that exceed the share of earned equity after the purchase are recognized as a reduction in the acquisition cost. Dividends/group contributions from a
subsidiary are recognized in the same year that the subsidiary allocates the amount.
Consolidation principles
Subsidiaries are consolidated from the date control is transferred to the Group (the acquisition date).
In the consolidated financial statements, the item shares in subsidiaries is replaced by the subsidiary's assets and liabilities. The consolidated financial statements are prepared as
if the Group were a single economic entity. Transactions, unrealized profits and balances between the companies in the Group are eliminated.
Acquired subsidiaries are accounted for in the consolidated financial statements based on the parent company's acquisition cost. Acquisition cost is allocated to identifiable assets and liabilities in the subsidiary, which are recorded in the consolidated financial statements at fair value at the acquisition date. Any excess value over and above
that attributable to identifiable assets and liabilities is recognized in the balance sheet as goodwill. Goodwill is treated as a residual and is recognized in the balance sheet at the proportion observed in the acquisition
transaction. Excess values in the consolidated financial statements are amortized over the expected useful lives of the acquired assets.
Sales revenue
Revenue from the sale of goods and services is measured at the fair value of the consideration, net of VAT, returns, discounts and other rebates. Sales of goods are recognized in the income statement when an entity within the Group has delivered its products to the customer and there are no unfulfilled obligations that could affect the customer's acceptance of the delivery. Delivery is not made until the products have been shipped to the agreed location and the risk of loss and obsolescence has been transferred to the customer.
Services are recognized as revenue as they are performed.
Classification of balance sheet items Assets intended for permanent ownership or use are classified as fixed assets. Assets associated with the product cycle are classified as current assets. Receivables are otherwise classified as current assets if they are to be repaid within one year. Analogous criteria are used for liabilities. However, first-year installments on long-term receivables and long-term liabilities are not classified as current assets and short-term liabilities.
Acquisition cost
The acquisition cost of assets includes the purchase price of the asset, less bonuses, discounts and the like, plus purchase expenses (freight, customs, non-refundable government taxes and any other direct purchase expenses). When purchased in a foreign currency, the asset is recorded at the exchange rate at the transaction date, but at the forward rate when using a forward contract.
For property, plant and equipment and intangible assets, acquisition cost also includes direct expenses incurred in preparing the asset for use, such as expenses for testing the asset.
Intangible assets and goodwill
Goodwill has arisen in connection with the acquisition of a subsidiary. Goodwill is amortized over its expected useful life.
Development costs are capitalized to the extent that a future economic benefit related to the development of an identifiable intangible asset can be identified and the costs can be measured reliably. Otherwise, such costs are expensed on an ongoing basis. Capitalized development is amortized on a straight-line basis over its useful life.
Tangible assets
Plot is not depreciated. Other tangible assets are recognized in the balance sheet and depreciated on a straight-line basis to their residual value over the expected useful life of the assets. In the event of a change in the depreciation schedule, the effect is distrib-
NOTE 1: OPERATING INCOME AND REVENUE SEGMENTSuted over the remaining depreciation period ("breaking point method"). Maintenance of tangible assets is expensed on an ongoing basis under operating expenses. Expenses and improvements are added to the cost price of the asset and depreciated in line with the asset. The difference between maintenance and expenses/improvements is calculated
in relation to the condition of the asset at the time of acquisition.
financial problems with the customer, the likelihood that the customer will go bankrupt or undergo financial restructuring, and delays and defaults in payments are considered indicators that trade receivables must be written down.
Other receivables, both current and fixed receivables, are entered at the lower of nominal and fair value. Fair value is the
the same period are offset. The recognition of deferred tax assets on net tax-reducing differences that have not been offset and tax loss carryforwards is justified by assumed future earnings. Deferred tax and tax assets that can be recognized are entered net in the balance sheet.
Parent Company
Arctic Bioscience Group
2024 Amounts in NOK
43 483 616
0
43 483 616
Total operating income
Sales revenue
Other operating income
Sum
2025 | |
39 846 019 | |
918 678 | |
40 764 697 | |
2025 | 2024 |
40 096 019 | 43 483 616 |
2 526 484 | 920 516 |
42 622 503 | 44 404 132 |
Tax reductions on group contributions made,
and tax on group contributions received that
Leased tangible assets are recognized in the balance sheet as tangible assets if the lease is considered financial.
Impairment of fixed assets
If there is an indication that the booked value of a fixed asset is higher than its fair value, an impairment test is performed. The test is performed for the lowest level of fixed assets that have independent cash flows. If the carrying amount is higher than both the sales value and the value in use (present value in continued use/ownership), an impairment is
performed to the higher of the sales value and the value in use.
Previous impairments, apart from impairment of goodwill, are reversed if the conditions for the impairment no longer exist.
present value of expected future payments. However, no discount is made when the effect of discounting is immaterial to the accounts. Provisions for losses are assessed in the same way as for accounts receivable.
Foreign currency
Receivables and liabilities in foreign currency are valued at the exchange rate at the end of the financial year. Exchange gains and losses related to the sale and purchase of goods
in foreign currency are recorded as financial expenses and financial income.
Debt
Debt, except for certain provisions for liabilities, is recorded in the balance sheet at the nominal debt amount.
Pensions
Defined contribution plans
are recognized as a reduction of the balance sheet amount of investments in subsidiaries, are recognized directly against tax in the balance sheet (against tax payable if the group contribution has an effect on tax payable, and against deferred tax if the group contribution has an effect on deferred tax). Deferred tax
in both the company accounts and the group accounts is recognized at nominal amount.
Cash flow statement
The cash flow statement is prepared using the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term liquid investments that are readily convertible to known amounts of cash with an insignificant exchange rate risk and have a remaining maturity of less than three months from the acquisition date.
Parent Company
2025 | |
4 849 558 | |
34 996 461 | |
39 846 019 | |
2024
4 954 544
38 529 072
43 483 616
Amounts in NOK
Sales revenue - distribution by business area
B2C B2B
Sum
Arctic Bioscience Group
2025 | 2024 |
4 849 558 | 4 954 544 |
35 246 461 | 38 529 072 |
40 096 019 | 43 483 616 |
2025 | 2024 |
7 293 745 | 6 890 486 |
13 320 609 | 5 470 144 |
11 459 176 | 18 554 333 |
8 022 489 | 12 568 653 |
40 096 019 | 43 483 616 |
Parent Company
Arctic Bioscience Group
2024 Amounts in NOK
6 890 486
5 470 144
18 554 333
12 568 653
43 483 616
Sales revenue - geographical distribution
Norway Americas Europe APAC
Sum
39 846 019
8 022 489
11 459 176
13 320 609
7 043 745
2025
Inventories
Goods are valued at the lower of acquisition cost (FIFO) and fair value. For finished goods and work in progress, cost comprises design costs, material consumption, direct labor, and other direct and indirect production costs (based on normal capacity). Fair value is the estimated selling price less costs of completion and sale. Only variable costs are considered necessary to sell finished goods, while fixed production costs are also included as necessary for goods that are not yet finished.
Receivables
Accounts receivables are entered into the balance sheet after deduction of provisions for expected losses. Provisions for losses are made based on an individual assessment of the receivables and an additional provision
to cover other foreseeable losses. Significant
Under defined contribution plans, the company pays contributions to an insurance company. The company has no further payment obligation after the contributions have been paid. The contributions are recognized as salary expense. Any prepaid contributions are recognized as an asset (pension funds) to the extent that the contribution can be refunded or reduce future payments.
Tax
The tax expense in the income statement includes both the tax payable for the period and the change in deferred tax. Deferred tax is calculated based on the temporary differences that exist between the accounting and tax values, as well as any tax loss
carryforwards at the end of the financial year. Tax-increasing and tax-reducing temporary differences that reverse or may reverse in
The company generates sales revenue through global sales of dietary supplements. Dietary supplements from Arctic Bioscience are sold as bulk ingredients as well as finished products under the Romega brand. Arctic Algae AS contributes with sales revenues by sale of R&D services.
2025 | |
918 678 | |
0 | |
918 678 | |
2025 | 2024 |
2 521 484 | 907 963 |
5 000 | 12 553 |
2 526 484 | 920 516 |
Parent Company
Arctic Bioscience Group
2024 Amounts in NOK
0
0
0
Other operating income
Public grants
Profit sale of fixed assets
Sum
The Group, both through Arctic Bioscience AS and its subsidiary Arctic Algae AS, has received public grants from Innovation Norway and Regional Research Fund Møre og Romsdal. The funds are earmarked for development projects in accordance with letters of commitment received in 2024 and 2025. See also note 2.
NOTE 2: GOVERNMENT GRANTS AND DEVELOPMENT PROJECTSThe company has several ongoing development projects, which are supported with various public grants.
The company has in 2025 received total payments of NOK 918 678 from Innovation Norway related to two projects: "Romega brand positioning" and "Arctic Orphan". These payments are booked as other operating income.
In 2025, the company earned grants related to the SkatteFUNN scheme of NOK 4.07 million. This amount has been entered as a reduction of capitalized costs related to the HRO350 project.
Arctic Bioscience is active in applying for grants from both Norwegian and international organizations.
Arctic Algae AS, which is a company in the group, received total grants of NOK 1 602 806 in 2025. NOK 200 000 was received via a development project led by Sintef Nordvest AS. NOK 1 402 806 was received from Regional Forskningsfond connected to two different development projects led by Arctic Algae AS. The public grants in Arctic Algae AS are recognized in the income statement on the basis that the company's development projects are not recognized in the balance sheet.
NOTE 3: INVENTORIES
NOTE 4: WAGE COSTS, NUMBER OF EMPLOYEES, REMUNERATION, LOANS TO EMPLOYEES, ETC.Parent Company | ||
2025 | 2024 | Amounts in NOK |
Wage costs | ||
20 342 061 | 22 246 351 | Wages |
2 872 886 | 3 796 965 | Employer's tax |
1 336 069 | 1 580 123 | Pension costs |
475 492 | 705 569 | Other salary-related benefits |
-3 014 760 | -4 373 276 | of which capitalized wages |
22 011 749 | 23 955 732 | Sum |
16 | 18 | Number of full time employees |
2025 | 2024 |
22 330 299 | 23 869 904 |
3 168 499 | 4 035 873 |
1 445 113 | 1 674 878 |
485 359 | 741 624 |
-3 014 760 | -4 373 276 |
24 414 511 | 25 949 003 |
19 | 21 |
Arctic Bioscience Group
In 2025, NOK 3 014 760 has been capitalized in wage costs related to development projects. The same amount has been deducted from the wage expenses above. The corresponding capitalized amount in 2024 was NOK 4 373 276.
Arctic Bioscience Group & Parent Company Arctic Bioscience Group & Parent Company | ||||||
CEO | Board | |||||
Amounts in NOK | 2025 | 2024 | ||||
Benefits for senior executives | ||||||
Raw materials | 8 603 512 | 8 382 675 | Salary / board fees | 2 718 697 | 1 200 000 | |
Goods in progress | 8 916 841 | 9 026 843 | Pension expenses | 95 700 | ||
Self-made finished goods | 12 102 469 | 11 577 778 | Other allowance | 15 374 | ||
Sum | 29 622 822 | 28 987 296 | Sum | 2 829 771 | 1 200 000 | |
Arctic Bioscience Group & Parent Company | The CEO has a bonus agreement that is based on the achievement of extraordinary results and milestones for the company. The bonus is assessed annually according to established criteria approved by the board. No provision for bonus has been recognized for 2025. | |||||
Amounts in NOK | 2025 | 2024 | ||||
No loan or security has been granted to the CEO, the Chairman of the board or other related parties. | ||||||
Inventories valued at acquisition cost | 31 546 468 | 29 992 343 | ||||
Provision for obsolence | -1 923 646 | -1 005 047 | ||||
Sum | 29 622 822 | 28 987 296 | ||||
The inventory is entirely affiliated with Arctic Bioscience as the parent company. The group purchase necessary raw materials and sends these to its contract manufacturer abroad for processing. The group's agreement with the contract manufacturer gives Arctic Bioscience the opportunity to settle only when the end customer receives the product. Consequently, a provision is made for accrued costs related to the processed warehouse at the end of the year. The agreed production cost is added to the value of work in progress and finished goods. When pricing stock, the exchange rate on the production date is used as a basis.
Liabilities related to settlement for production are adjusted for the exchange rate at the end of the year. The obligation to the contract producer at the end of the fiscal year amounts to NOK 12 835 352 and is classified as other current liabilities.
A provision has been made for obsolescence related to goods that are considered to have a lower value than cost price.
Shares and options owned by senior executives
As of 31.12.2025, the company has granted a total of 351 570 options. The options are fully vested on the balance sheet date.
Name | Position | Shares | Options |
Christer L. Valderhaug | CEO | 57 630 | 250 000 |
Jone R. Slinning | CFO | 13 200 | 0 |
Runhild Gammelsæter | Medical Director | 34 774 | 101 570 |
Hogne Hallaråker 1) | CSO | 465 000 | 0 |
Per Christian Sæbø | COO | 22 940 | 0 |
Daniele Mancinelli 2) | CTO | 135 020 | 0 |
Jannicke Bjørkedal 3) | Quality Manager | 10 000 | 0 |
Para Ghildyal-Palani 4) | Regulatory Manager | 12 500 | 0 |
Kim Frode Thorup | EVP B2B Nutra | 5 350 | 0 |
Sum | 756 414 | 351 570 |
Personally and through company Gold Coast Nutrition
Personally and through 60% ownership in company Futuron AS
Indirect via spouse
Personally and indirect via spouse
Options granted to the CEO have an exercise price of NOK 17.798 per share. The share options to the CEO may be exercised when the share price is above NOK 31 for 10 executive trading days on Euronext Growth. Duration of the options to the CEO is set to three years from the start of the exercising period. Shares acquired by the CEO from exercise of the options are subject to a 3-year lock in.
The company has valued the options that were not fully vested as of 1.1 2024.
Number of options
Strike price (NOK)
Date of vesting
Settlement
137 500
250 000
NOK 9.85 to 31.00
NOK 17.80
Q1 2024
Q1 2025
Equity
Equity
Fair value calculated as of 1. January 2024: 110 272
The fair value of the options that vested in and expired in Q1 2024 was immaterial. The fair value of the options granted to the CEO as of 1.1.2024 was NOK 110 272 and has been expensed on a straight-line basis until January 2025. In 2025, NOK 3 783 has been expensed related to share-based payment.
Expenses for auditor's fee | ||
Amounts in NOK | Parent company | Arctic Bioscience Group |
Audit | 475 000 | 505 000 |
Other certification services | 109 300 | 109 300 |
Tax advice (incl. technical assistance with tax papers) | 20 000 | 56 563 |
Other services (incl. technical assistance with annual accounts) | 83 602 | 126 884 |
Sum | 687 902 | 797 746 |
Options outstanding
Strike price
250 000
101 570
17.798
20.628
NOTE 5: PENSIONS
Each option gives the right to subscribe for one share in the company. However, the company has the right to settle the options by means of a cash consideration based on the difference between (i) the value of shares that the employee is entitled to subscribe for (based on the price per share in the last share transfers before the employee exercises his or her options) and (ii) the redemption price multiplied by the number of shares that the employee is entitled to subscribe for. Furthermore, the employee is entitled to the cash consideration if the company does not fulfill its obligation to deliver shares to the employee when the employee exercises his or her options.
In 2021, the company adopted a new incentive program for its employees based on a bonus in combination with a share purchase program that replaced the previous option program and has been applied since 2022.
In connection that Arctic Bioscience changed to preparing the accounts in accordance with the requirements for other companies in the Norwegian Accounting Act in 2024, and no longer use the simplification rules for small businesses, the company implemented NRS 15A. In connection with the transaction, the simplification rules in NRS 8 section 9.1.1 was applied, which entail the following:
Agreements entered into regarding share value-based remuneration that have not previously been expensed at fair value are accounted for at fair value as of 1. January 2024
Comparative figures for the income statement, cash flow statement and note information have not been revised
The following assumptions were made:
The share-based plans that were open as of 1.1.2024 were valued at fair value on 1.1.2024 based on the share price on 1 January 2024, remaining time to maturity and volatility in the last year. The share-based plans that were fully vested before 1.1.2024 were not expensed after transition (they would have been expensed in previous periods). Provisions for deferred tax and employer's tax on plans that have not matured and are "in the money" were made.
Both the Arctic Bioscience Group and the Parent company has a group pension insurance that covers all the employees. The scheme is a defined contribution scheme. This year's premium, adjusted for any contributions to or deductions from the defined contribution fund, is accounted for as a pension expense. Premium paid in 2025 amounts to NOK 1 248 168 for the Parent company and NOK 1 349 501 for the total Arctic Bioscience Group.
The Company's and the Group's pension scheme satisfy the requirements of the act on mandatory occupational pensions.
NOTE 7: FIXED ASSETS | ||||
Arctic Bioscience Group | ||||
Amounts in NOK | Buildings and land | Machines and equipment | Equipment and other movables | Total |
Acquisition cost 1.1.2025 | 15 560 667 | 11 276 890 | 5 981 220 | 32 818 777 |
Access | 191 922 | 0 | 90 363 | 282 284 |
Departure | 0 | -161 094 | 0 | -161 094 |
Acquisition cost 31.12.2025 | 15 752 589 | 11 115 796 | 6 071 583 | 32 939 967 |
Accumulated depreciation | -1 594 009 | -3 347 222 | -5 186 084 | -10 127 315 |
Booked value per 31.12.2025 | 14 158 580 | 7 768 574 | 885 499 | 22 812 653 |
Annual depreciation | 80 449 | 833 400 | 976 843 | 1 890 692 |
Life expectancy | 10 - 50 years | 10 - 20 years | 3 - 6 years | |
Depreciation plan | Linear | Linear | Linear | |
Parent Company | ||||
Amounts in NOK | Buildings and land | Equipment and other movables | Total | |
Acquisition cost 1.1.2025 | 15 560 667 | 5 305 534 | 20 866 201 | |
Access | 191 922 | 90 363 | 282 284 | |
Departure | 0 | 0 | 0 | |
Acquisition cost 31.12.2025 | 15 752 589 | 5 395 897 | 21 148 485 | |
Accumulated depreciation | -1 594 009 | -4 574 818 | -6 168 827 | |
Booked value per 31.12.2025 | 14 158 580 | 821 079 | 14 979 659 | |
Annual depreciation | 80 449 | 856 782 | 937 231 | |
Life expectancy | 10 - 50 years | 3 - 6 years | ||
Depreciation plan | Linear | Linear | ||
Arctic Bioscience Group
Amounts in NOK
Development
Patents and
trademarks
Goodwill
Sum
Acquisition cost 1.1.2025
Access Departure
Acquisition cost 31.12.2025 Accumulated depreciation
Booked value per 31.12.2025
204 962 351
18 166 895
0
223 129 246
-13 358 715
209 770 531
2 895 085
201 861
0
3 096 946
-1 675 541
1 421 405
2 971 465
0
0
2 971 465
-1 634 304
1 337 161
210 828 901
18 368 756
0
229 197 657
-16 668 560
212 529 097
Annual depreciation
2 262 883
371 490
594 292
3 228 664
Life expectancy
Depreciation plan
7-10 years
Linear
5-20 years
Linear
5 years
Linear
Parent Company
Amounts in NOK
Development
Patents and
trademarks
Sum
Acquisition cost 1.1.2025
Access Departure
Acquisition cost 31.12.2025 Accumulated depreciation
Booked value per 31.12.2025
204 962 351
18 166 895
0
223 129 246
-13 358 715
209 770 531
2 895 085
201 861
0
3 096 946
-1 675 541
1 421 405
207 857 436
18 368 756
0
226 226 192
-15 034 256
211 191 936
Annual depreciation
2 262 883
371 490
2 634 373
Life expectancy
Depreciation plan
7-10 years
Linear
5-20 years
Linear
In 2025, the group carried out various research and development projects in connection to the pharma segment and nutraceutical segment. The projects are mainly related to the development of HRO350, production processes and other product developments. As of 31.12.2025 NOK 203 554 920 is booked under the accounting line intangible assets in relation to HRO350. Access of NOK 17 224 758 under "Development" in the note above is related to this development project.
During the financial year, the Group conducted research and development projects. Some of the public grants have been entered as a reduction of capitalized costs related to these projects. Additions under "Development" therefore include a reduction of NOK 4 069 791 in SkatteFUNN grants related to the group's development projects.
Booked values related to development and patents are always fraught with risk. Should the group not achieve its objectives related to the sale and commercialization of various products, this could lead to write-downs in the accounts. The company is of the opinion that there are no indicators of the obligation to write down at present, and that the development work shows results in line with expectations.
The acquiring of Arctic Algae AS in Q1 2023 identified a commercial added value of NOK 2 971 465 not attributable to other balance values at the date of the acquisition. This value is booked as goodwill in the group accounts and is depreciated over a period of 5 years.
The Group capitalizes development costs when the projects are expected to generate future economic benefits and the related costs can be measured reliably.
The difference of NOK 4 096 282 between total additions disclosed in the notes and the line "Payments to buy tangible and intangible assets" in the cash flow statement is explained by:
capital expenditures that had not been paid as of 31.12.2024 and 31.12.2025 (unpaid fixed assets recognized in trade payables), and
timing differences between government grants recognized in the accounts and government grants actually received in cash
NOK 9 594 413 recognized under "Building and land" relates to preliminary project of construction of a new production unit.
The group has two leasing agreements at end of 2025 which are booked as financial leasing. Booked value of the leasing objects as of 31.12.2025 is NOK 2 460 445 and is presented under Machines and facilities in the group balance sheet. Annual depreciation and interest expenses for the leased assets are expensed during the year and constitute respectively NOK 230 832 and NOK 102 900.
Capitalized leases
Future obligation
Rent
Present value
Next 12 months
Next 2 - 5 years
727 680
141 894
695 994
140 090
Residual liability as of 31.12.2025 related to the financial lease agreements is NOK 844 445 and is presented as non-current liabilities in the balance sheet. The lease agreements have a duration from 2021 until 2027.
Parent Company
Basis for tax expense, change in deferred tax and tax payable
Amounts in NOK
Arctic Bioscience Group
2024
-49 126 757
1 494 805
-4 601 491
-52 233 443
Taxable income:
Profit before tax expense Permanent differences
Change in temporary differences
Taxable income
0
0
Payable tax:
Tax payable on profit of the year
Tax payable in the balance sheet
0
0
0
Tax expense for the year:
Tax payable on profit for the year Change in deferred tax assets Tax expense for the year
-49 126 757
-10 807 887
0
-10 807 887
Reconciliation of this year's tax expense:
Profit before taxes
Calculated tax on profit before tax Tax expense in the income statement Differences
328 857
10 479 029
10 807 887
Tax effect of permanent differences
Change in deferred tax assets
Sum explained difference
0
0
0
Payable tax in the balance sheet:
Payable tax in tax expense
Tax impact of group contributions
Payable tax in the balance sheet
Arctic Bioscience Group
2025 | |
-42 636 265 | |
1 403 845 | |
14 716 657 | |
-26 515 763 | |
0 | |
0 | |
0 | |
0 | |
0 | |
-42 636 265 | |
-9 379 978 | |
0 | |
-9 379 978 | |
308 846 | |
9 071 132 | |
9 379 978 | |
0 | |
0 | |
0 | |
2025 | 2024 |
-41 026 095 | -47 932 964 |
-3 775 081 | 1 504 408 |
14 237 176 | -5 208 003 |
-30 564 000 | -51 636 559 |
0 | 0 |
0 | 0 |
0 | 0 |
0 | 0 |
0 | 0 |
-41 026 095 | -47 932 964 |
-9 025 741 | -10 545 252 |
0 | 0 |
-9 025 741 | -10 545 252 |
-759 455 | 330 970 |
9 785 196 | 10 214 282 |
9 025 741 | 10 545 252 |
0 | 0 |
0 | 0 |
0 | 0 |
2025 | |
267 931 | |
2 058 739 | |
673 496 | |
57 750 | |
3 057 916 | |
2025 | 2024 |
0 | 0 |
2 058 738 | 2 052 142 |
673 659 | 1 471 559 |
57 750 | 56 868 |
2 790 147 | 3 580 569 |
Parent Company | ||
2024 | Amounts in NOK | |
Financial income | ||
71 260 | Interest income from group companies | |
2 052 142 | Other interest income | |
1 471 529 | Currency gain | |
56 868 | Other financial income | |
3 651 799 | Sum | |
Parent Company | ||
2025 | 2024 6 300 000 2 992 960 574 043 0 9 867 003 | Amounts in NOK |
Financial expenses | ||
5 500 000 | Impairment investment in subsidiary * | |
8 984 231 | Other interest expenses | |
1 097 778 | Currency loss | |
184 681 | Other financial expenses | |
15 766 690 | Sum | |
Arctic Bioscience Group
Parent Company
2025
Calculation of deferred tax / deferred tax asset:
Amounts in NOK
Arctic Bioscience Group
2024
2025
2024
-20 296 834
-1 923 646
237 626
-21 982 854
-6 687 063
-1 005 047
425 910
0
0
-7 266 200
Temporary differences:
Fixed assets Inventory Receivables
Capitalized leasing agreements Profit & loss accounts
Net temporary differences
-18 017 011
-1 923 646
237 626
1 616 000
58 094
-18 028 937
-4 504 184
-1 005 047
425 910
1 218 939
72 618
-3 791 764
-282 470 886
-304 453 740
-255 955 123
-263 221 323
Accumulated carry-forward deficit
Basis for calculation of deferred tax
-310 961 080
-328 990 017
-280 397 080
-284 188 844
-66 979 823
66 979 823
-57 908 691
57 908 691
0
0
Deferred tax asset (22 %)
Of which no deferred tax asset is recognized in the balance sheet
Deferred tax in the balance sheet
-72 377 804
-62 521 546
72 377 804
0
62 521 546
0
2025 | 2024 |
0 | 0 |
9 088 017 | 3 148 616 |
1 098 333 | 575 188 |
184 681 | 0 |
10 371 031 | 3 723 804 |
* See also note 11 for specification of impairment of shares in subsidiary
NOTE 9: TAX
The reason why deferred tax assets are not recognized in the balance sheet is that historical results cast doubt on whether future taxable profits will be sufficient to utilize the tax asset.
NOTE 12: ACCOUNTS RECEIVABLE | ||
Arctic Bioscience Group & Parent Company | ||
Amounts in NOK | 2025 | 2024 |
Accounts receivable at face value | 10 246 072 | 14 613 902 |
Provision for losses | -40 191 | -40 191 |
Booked value accounts receivable 31.12 | 10 205 881 | 14 573 711 |
NOTE 10: EQUITY | |||
Arctic Bioscience Group | |||
Amounts in NOK | Share capital | Share premium reserve | Sum equity |
Equity 01.01.2025 | 2 536 955 | 208 193 808 | 210 730 763 |
Options scheme effect 2025 | 0 | 3 783 | 3 783 |
Debt conversion | 158 671 | 3 621 685 | 3 780 356 |
Profit/loss for the year | 0 | -41 026 095 | -41 026 095 |
Equity 31.12.2025 | 2 695 626 | 170 793 181 | 173 488 807 |
Parent Company | |||
Amounts in NOK | Share capital | Share premium reserve | Sum equity |
Equity 01.01.2025 | 2 536 955 | 211 281 069 | 213 818 025 |
Options scheme effect 2025 | 0 | 3 783 | 3 783 |
Debt conversion | 158 671 | 3 621 685 | 3 780 356 |
Profit/loss for the year | 0 | -42 636 265 | -42 636 265 |
Equity 31.12.2025 | 2 695 626 | 172 270 273 | 174 965 898 |
"Debt conversion" relates to a partial conversion of the convertible loan, where certain lenders have converted their share into equity, as described in note 16.
NOTE 11: INVESTMENT IN SUBSIDIARIESParent Company
For significant parts of the customer portfolio, the company has agreed a credit period. A share of the accounts receivable at year end is overdue. The company has a regular and stable customer base with established long-term relationships, and the company is of the opinion that overdue accounts receivable does not represent a risk of loss beyond what has been allocated in the accounts. For all significant receivables, there is a good dialogue with the customer about the background for the delays and the plan for payment.
NOTE 13: SHORT-TERM RECEIVABLES AND SHORT-TERM LIABILITIES WITH GROUP COMPANIES | ||
Parent Company | ||
Amounts in NOK | 2025 | 2024 |
Receivables | ||
Other short-term receivables Group | 4 370 261 | 2 659 205 |
Total receivables | 4 370 261 | 2 659 205 |
Liabilities | ||
Accounts payable | 0 | 0 |
Other short-term liabilities Group | 0 | 0 |
Total liabilities | 0 | 0 |
Amounts in NOK
Located
Ownership
share
Equity last
year (100 %)
Results last
year (100 %)
Booked
value
Arctic Biopharma AS
Arctic Nutrition AS Romega AS
Arctic Algae AS
Booked value 31.12
Ørsta
Ørsta Ørsta Sande
100%
100%
100%
100%
-56 727
-29 320
-48 100
1 919 794
-17 098
-14 375
-17 098
-3 246 967
30 000
39 900
30 000
4 500 000
4 599 900
NOTE 14: RESTRICTED FUNDS, CREDIT FACILITYParent Company
2025
Arctic Bioscience Group
2024
Amounts in NOK
2025
2024
993 717
993 717
1 028 387
1 028 387
Of which restricted bank deposits (withholding tax)
Sum restricted funds
1 068 676
1 068 676
1 117 956
1 117 956
At end of 2025 there is no operations in the 3 subsidiaries Arctic Biopharma AS, Arctic Nutrition AS and Romega AS.
Parent Company
2025
Arctic Bioscience Group
2024
Amounts in NOK
2025
2024
3 886 852
3 886 852
3 737 795
3 737 795
Unused credit facility
Sum unused credit facility
3 886 852
3 886 852
3 737 795
3 737 795
A write-down of the shares in Arctic Algae AS has been carried out as of 31.12.2025. The original value of the investment was NOK 16 300 000, and the write-down amount for 2024 was NOK 6 300 000, and further NOK 5 500 000in 2025. The booked value as of 31.12.2025 is NOK 4 500 000. The assessment is based on Arctic Algae AS's equity, the results of recent years, as well as a qualitative assessment of the added value the subsidiary adds to the parent company.
NOTE 15: SHAREHOLDERS NOTE 16: NON-CURRENT LIABILITIES AND ESTABLISHED CREDIT FACILITYThe share capital in Arctic Bioscience AS pr. 31.12 consists of: Ordinary shares Sum Shareholder | Quantity 26 956 256 26 956 256 | Denomination 0.10 Total shares | As of 31.12.2025 the Parent Company and the Group have a booked liability of NOK 12 351 197 connected to convertible loans, including accrued interest. The loans and accrued interest shall be repaid on the date that falls 36 months after the date of the last tranche, unless a different date Booked is agreed by the parties. The last tranche was in February 2025. The repayment is subordinated to the obligations in facility obligations towards Innovation Norway, Sparebank1 SMN and Export Finance Norway. No amounts, including interest, fees and principal, shall be or become payable 2 695 626 or may be paid to any lender of the convertible loans until the obligations towards these parties have been irrevocably repaid in full. This subordi-2 695 626 nation does not prevent the lenders from converting their outstanding amounts into shares in Arctic Bioscience AS. The loan which is not repaid, including accrued interests, is convertible by lender at any time after the deposit into freely tradeable shares delivered T+20 from the date of the conversion notice. Conversion price per share is the lower of 75% x previous 5 trading days VWAP (T+1) from the date the conversion notice is % owned sent, including the coupon make-whole, or NOK 3. | |||
Ronja Capital Investment AS | 3 087 999 | 11.46% | As of 31.12.2025 The Parent Company and the Group have a booked liability of NOK 15 000 000 towards Innovation Norway connected to a | |||
Capra Invest AS | 1 544 450 | 5.73% | long-term loan guaranteed with 50% by the European Investment Fund (EIF). This loan has a duration of 5 years, where the first two years have no | |||
MRFK Holding AS | 1 313 960 | 4.87% | installments. The loan was received in Q1 2025. No part of this loan falls due more than 5 years after the end of 2025. | |||
J.P. Morgan SE | 1 123 139 | 4.17% | ||||
Vartdal Holding AS | 1 040 286 | 3.86% | The Group has financial leasing agreements, see also note 7. No amount of these financial agreements fall due more than 5 years after the end of | |||
Brødrende Vartdal AS | 803 601 | 2.98% | 2025. The Parent Company has provided a self-debtor guarantee for these liabilities, for an amount up to NOK 4.55 million.. | |||
Kotler Equity Investment Limited | 667 330 | 2.48% | ||||
Hawk Infinity AS | 605 201 | 2.25% | Parent Company | |||
Stette Invest AS | 602 375 | 2.23% | ||||
Kjølås Stansekniver AS Life Capitol AS Ajea Invest AS Strand Fiskeriselskap AS Gold Coast Nutrition NUF Nordnet Livsforsikring AS Triplenine Vedde AS Melesio Invest AS EM-KA AS Høgnabben AS Norholmen AS | 574 859 558 531 555 359 473 342 460 000 399 817 340 000 315 000 292 771 252 949 251 409 | 2.13% Amounts in NOK 2025 2024 2.07% 2.06% Debt secured by pledged assets: 49 124 566 20 237 138 1.76% 1.71% Booked value pledged assets: 1.48% Building and land 4 564 167 4 452 694 1.26% Equipment and other movables 821 079 1 587 498 1.17% Inventories 29 622 822 28 987 296 1.09% Accounts receivable 10 246 072 14 613 902 0.94% Total booked values 45 254 140 49 641 390 0.93% | ||||
Other | 11 693 878 | 43.38% | ||||
Sum | 26 956 256 | 100% | ||||
Chairman of the Board Harald Nordal does not own any shares personally, but owns 100% of the shares in Siglar AS which owns 20 000 shares in the company. Siglar AS owns 50% of the shares in Capra Invest AS that owns 1 544 450 shares in the company.
Board member Jan Endre Vartdal does not own any shares personally, but owns 100% of the shares in Sustainability Invest AS, which itself has a 50% ownership in Brødrene Vartdal AS which owns 803 601 shares in the company. Further, Mr. Vartdal owns 100% of the shares in Future Invest AS, which itself has an ownership of 33.33% in Vartdal Holding AS, which owns 1 040 286 shares in the company.
Board member Tore A. Tønseth does not own any shares personally, but owns 100% of the shares in Tønseth AS which itself has a 6.9% ownership in Ronja Capital Investment AS which owns 3 087 999 shares in the company. Mr. Tønseth is also the CEO of Ronja Capital Investment AS.
Board member Olav Sindre Kriken does not own any shares personally, but owns 100% of the shares in Techvest AS which owns 62 258 shares in the company.
The assets are also pledged as collateral for:
Unused credit facility
3 886 852
3 737 795
In addition, the credit facility is secured by an export guarantee of NOK 15 million from Export Finance Norway, NOK 6 million in growth guarantee from Innovation Norway and NOK 3 million in guarantee from large shareholders.
Parent Company
Arctic Bioscience Group
Amounts in NOK
Holiday pay due
Provision for accrued production costs Accrued salary and bonuses
Provision for accrued costs and other short-term debt
Sum other current liabilities
NOTE 17: OTHER CURRENT LIABILITIES2025 | 2024 |
2 090 301 | 2 207 896 |
12 835 352 | 10 109 438 |
3 932 595 | 2 565 749 |
1 573 933 | 10 895 374 |
20 432 181 | 25 778 457 |
2025 | 2024 |
2 304 804 | 2 425 086 |
12 835 352 | 10 109 438 |
3 936 453 | 2 566 517 |
1 859 610 | 11 147 807 |
20 936 219 | 26 248 849 |
Benefits to senior executives are disclosed in note 4, and balances with group companies are disclosed in note 13.
In January 2025 new funding through a convertible loan of a total of NOK 15.1 million was established. The following related parties were a part of the total investor consortium:
Ronja Capital Investment AS, a company closely related to Board Member Tore Tønseth, NOK 3.0 million Vartdal Holding AS, a company closely related to Board Member Jan Endre Vartdal, NOK 1.0 million Brødrene Vartdal AS, a company closely related to Board Member Jan Endre Vartdal, NOK 1.0 million Siglar AS, a company closely related to Chairman of the Board Harald Nordal, NOK 0.15 million
Clu Invest AS, a company closely related to CEO Christer L. Valderhaug, NOK 0.1 million Runhild Gammelsæter, Medical Director, NOK 0.05 million
The maturity of the loan is 36 months after the last tranche has been paid. Annual interest rate is set at 10% p.a. The loan which is not repaid, including accrued interests, is convertible by Lender at any time after the deposit into freely tradeable shares delivered T+20 from the date of the conversion notice. Conversion price per share is the lower of 75% x previous 5 trading days VWAP (T+1) from the date the conversion notice is sent, including the coupon make-whole, or NOK 3.
NOTE 19: GOING CONCERN
In the Board's opinion, the Company has delivered several positive results in 2025, with special focus on good results from the HeROPA study showing statistically significant effects of HRO350 versus placebo on Systemic Immune-inflammation Index (SII) in patients with mild-to-moder-ate psoriasis. In addition, the 12 months data read-out showed encouraging results on key secondary endpoint with increasing durable efficacy up to week 52. More patients treated with HRO350 achieved "clear" or "almost clear" skin (PGA 0/1) indicting minimal or no skin symptoms in both active groups compared to placebo. These results are important in the Company's ongoing dialogues with potential pharma partners to bring the HRO350 development project into a planned phase 3. Further, the Company has a good nutraceutical order intake going into 2026, and there are positive growth outlooks going forward.
In December 2025 the Company increased its credit facility and further supported the liquidity situation in April 2026 with a new long-term loan guaranteed by key shareholders. The liquidity situation is closely monitored, and plans for further liquidity measures during 2026 are established. The credit facility is subject to various covenants. The new long-term loan received in April 2026 is subject to the same terms and covenants as the existing credit facility. These covenants, which are related to borrowing base, the size of net working capital and the size of net booked equity, are waived until 30.6.2026, with next measurement point on 30.9.2026. It is expected that the Company will be in breach with the given covenants in the second half of 2026. If the bank does not waive the covenant further, and if the Company does not succeed with other planned liquidity measures, it is a risk that the Company will experience significant liquidity challenges. Further development of the HRO350 in mild-to-moder-ate psoriasis will be sought to be financed separately through partnerships or specific project funding.
In accordance with section 2-2 of the Norwegian Accounting Act, the Board confirms that the financial statements have been prepared on the assumption that the entity is a going concern. Although the Board believes it is likely that the Company will succeed with planned liquidity measures and that the bank will waive the loan conditions in the second half of the year, the Board cannot guarantee this will happen. This means that the Board believes there is material uncertainty that may cast doubt on the Company's ability to continue as a going concern.
NOTE 20: EVENTS AFTER THE BALANCE DATEOn 1. April 2026 Arctic Bioscience secured new long-term financing through a bank loan of NOK 15 million. Together with increase in credit facility of NOK 8 million from December 2025, available liquidity has been increased by a total of NOK 23 million combined. The new loan and the increased credit facility are secured through a growth guarantee from Innovation Norway of NOK 6 million and through guarantees from various shareholders of a total of NOK 18 million. Agreements have been entered into with shareholders who have provided guarantees for the new financing. There will be no guarantee fee to be paid. The guarantors shall, for the entire term of the loan agreement, have an irrevocable right to redeem the entire outstanding amount of the loan on behalf of the company by paying such amount directly to the bank, and to have the resulting claim against the company converted into shares in the company. The claim is convertible by the guarantors at any time into freely
tradable shares. Conversion price per share is the lower of 70% x previous 5 trading days VWAP (T+1) from the date the conversion notice is sent, or maximum conversion price of the lower of NOK 3 or 70% x price-per-share in any equity financing in the period where the guarantee is valid.
INDEPENDENT AUDITOR'S REPORT
To the General Meeting of Arctic Bioscience AS
Independent Auditor's Report
Opinion
We have audited the financial statements of Arctic Bioscience AS, which comprise:
the financial statements of the parent company Arctic Bioscience AS (the Company), which comprise the balance sheet as at 31 December 2025, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
the consolidated financial statements of Arctic Bioscience AS and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2025, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion
the financial statements comply with applicable statutory requirements,
the financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and
the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.
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 as required by 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 19 in the financial statements, which discloses that the Company has a credit facility subject to financial covenants. The bank has waived these covenants until 30.06.2026, with the next measurement date on 30.09.2026. Based on current forecasts, the Company expects to be in breach of the covenants in the second half of 2026. If further waivers are not obtained and the bank terminates the credit facility, and if the Company does not succeed with other planned liquidity measures, the Company may face significant liquidity challenges.
As stated in Note 19, this indicates that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Tell Norge AS, Langelandsvegen 35, NO-6010 Ålesund
T: +47 96 00 55 44, org. no.: 834 836 912 MVA,www.tellnorge.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report or the other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report
is consistent with the financial statements and
contains the information required by applicable statutory requirements.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements 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 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. The financial statements use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations.
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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. For further description of Auditor's Responsibilities for the Audit of the Financial Statements reference is made to:https://revisorforeningen.no/revisjonsberetninger
Ålesund, 6 May 2026
Tell Norge AS
Håkon Hellebust
State Authorised Public Accountant (This document is signed electronically)
2 / 2
ALTERNATIVE PERFORMANCE MEASURES (APMS)
Alternative performance measures, meaning financial performance measures not included within the applicable financial reporting framework, are used by Arctic Bioscience to provide supplemental information by excluding items that in management's view, does not give indications of the periodic operating results. Financial APMs are used to enhance comparability of the results from a period to the next, and management uses these measures internally when driving performance in terms of long- and short-term forecasts. The measures are adjusted Norwegian GAAP for other companies measures, and are defined, calculated and consistently applied in the Group's financial reporting. Arctic Bioscience focuses on EBITDA and adjusted EBITDA when presenting the period's financial result internally and externally. Adjusted EBITDA is adjusted for special operating items.
Financial APMs should not be considered as substitute for measures of performance in accordance with applicable financial reporting framework.
Arctic Bioscience uses the following APMs in the reporting:
ciation, amortization, write-downs and | Adjusted EBITDA | -28 325 854 | -36 815 100 | ||
impairments | Depreciation | 5 119 357 | 5 150 787 | ||
| Adjusted EBIT | -33 445 211 | -41 965 887 | ||
depreciation, amortization, write-downs |
EBITDA: Operating profit before depre-
"EBITDA" and "Adjusted EBITDA" are used as APMs to facilitate operating performance comparisons from period to period, and
the others are relevant key figures mainly in connection with the mentioned performance measures. The significant items of income and expenditure represent the difference between EBITDA and adjusted EBITDA and are labeled "special operating items".
The following table reconciles adjusted EBITDA to operating profit and net income (loss) in the condensed consolidated statements of profit or loss.
Adjusted EBITDA
Net income
-41 026 095
-47 932 964
Net financial items
-7 580 884
-143 234
Amounts in NOK
Operating profit Depreciation EBITDA
Special operating items
Adjusted EBITDA Adjusted EBIT
Arctic Bioscience Group
and impairment, and special operating items
EBIT: Operating profit
Adjusted EBIT: Operating profit before special operating items
Gross profit: Total revenue minus cost of sales
Adjusted gross profit: Total revenue minus cost of sales before special operating items
total sales revenue
Pre-concept new production line
0
3 062 804
Financial advisory costs
0
421 037
a % of total sales revenue before special
Cost provision recall of goods
0
2 340 000
operating items
Sum
0
5 823 841
Adjusted gross margin %: Gross profit as
Gross margin %: Gross profit as a % of
Adjusted gross profit Revenue from sales Cost of goods sold Gross profit
2025
2024
-33 445 211
5 119 357
-28 325 854
0
-28 325 854
-47 789 728
5 150 787
-42 638 941
5 823 841
-36 815 100
40 096 019
29 053 516
11 042 503
0
11 042 503
27.5 %
43 483 616
31 595 867
11 887 749
2 340 000
14 227 749
32.7 %
Special operating items Adjusted gross profit Adjusted gross margin %
Special operating items include:
48 Arctic Bioscience AS | Annual Report 2025 49
AARCRCTIC BBIOSCIENCE
Head office:
Industrivegen 42,
6155 Ørsta, Norway.
Oslo office:
Gaustadalléen 21,
0349 Oslo, Norway.
Web:
arctic-bioscience.com
Email: contact@arctic-bioscience.com
Linkedin: linkedin.com/company/ arcticbioscience
