UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2023
Commission File Number: 001-39810
IDEX Biometrics ASA
(Translation of registrant’s name into English)
Dronning Eufemias gate 16
Oslo, Norway
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ☒ Form 20-F ☐ Form 40-F
INCORPORATION BY REFERENCE
This Report on Form 6-K and Exhibits 99.1, 99.3, 99.4, 99.6 and 99.7 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-250186) and registration statements on Form S-8 (File Nos. 333-254083, 333-259210 and 333-265481) of IDEX Biometrics ASA (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Submission of Matters to a Vote of Security Holders
On May 23, 2023, the Company held its annual general meeting. The Company issued a press release following the meeting announcing the results of matters voted on during the meeting, a copy of which is attached to this Form 6-K as Exhibit 99.1.
Grant of Incentive Subscription Rights
On May 22, 2023, the Company issued a press release announcing the grant of incentive subscription rights pursuant to the Company’s 2022 Incentive Subscription Rights Plan, including grants to primary insiders of the Company. A copy of this press release is attached to this Form 6-K as Exhibit 99.2.
Quarterly Information
On May 23, 2023, the Company published its Interim Report for the quarter ended March 31, 2023 and issued a press release providing commentary thereon. The Interim Report and press release are attached to this form 6-K as Exhibits 99.3 and 99.4, respectively.
On May 23, 2023, the Company also published a Company Presentation for the quarter ended March 31, 2023. The Company Presentation is attached to this form 6-K as Exhibit 99.5.
Unregistered Sales of Equity Securities
On May 24, 2023, the Company announced a contemplated private placement of new shares in the Company. The press release announcing the contemplated placement is attached to this Report on Form 6-K as Exhibit 99.6.
On May 24, 2023, the Company announced the successful completion of the aforementioned private placement. The press release announcing the completion of the placement is attached to this Report on Form 6-K as Exhibit 99.7.
The information with respect to the Grant of Incentive Subscription Rights and Company Presentation contained in this Report on Form 6-K and Exhibits 99.2 and 99.5 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), unless expressly set forth by specific reference in such a filing.
DISCLAIMER
This Report on Form 6-K, including the exhibits hereto, is not an offer of securities for sale in the United States. The securities referred to in this Report on Form 6-K, including the exhibits hereto, have not been and will not be registered under the Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this Report on Form 6-K, including the exhibits hereto, will be made to “qualified institutional buyers” as defined in Rule 144A under the Securities Act or, with respect to institutions or to
any existing director or executive officer of the Company only, “accredited investors” as defined in Regulation D under the Securities Act.
RISK FACTORS
The Company’s business faces significant risks. You should carefully consider all of the information set forth in this Report on Form 6-K and in the Company’s other filings with the United States Securities and Exchange Commission (the “SEC”), including the risk factors set forth in its Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on April 26, 2023. The Company’s business, financial condition, results of operations and growth prospects could be materially adversely affected by any of these risks. This report also contains forward-looking statements that involve risks and uncertainties. The Company’s results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described in its Annual Report and other SEC filings.
EXHIBIT LIST
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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IDEX BIOMETRICS ASA |
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Date: May 25, 2023 |
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By: |
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/s/ Vincent Graziani |
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Name: Vincent Graziani |
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Title: Chief Executive Officer |
Exhibit 99.1
Annual general meeting in IDEX Biometrics held on 23 May 2023
IDEX Biometrics ASA held its annual general meeting on 23 May 2023. 371.3 million shares or 32% of the capital was represented at the meeting.
All resolutions were passed as proposed in the notice of the meeting.
The following board was elected at the meeting:
Larry Ciaccia, chair
Board members: Deborah Davis, Annika Olsson, Morten Opstad, Adriana Saitta and Steve Skaggs.
The minutes of the meeting will be available at the company’s web site, www.idexbiometrics.com, in due course.
For further information contact:
Marianne Bøe, Head of investor relations
E-mail: marianne.boe@idexbiometrics.com
Tel: + 47 9180 0186
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity to create unmatched convenience and uncompromised security for users. Our solutions are based on patented and proprietary sensor technologies, integrated circuit designs, and software, targeting card-based applications for payments and digital authentication. We partner with leading card manufacturers and other industry experts to bring our solutions to market.
For more information, visit www.idexbiometrics.com
About this notice
This information is subject to disclosure pursuant to Euronext Oslo Børs rule book. The notice was published by Erling Svela, Vice president of finance, on 23 May 2023 at 12:00 CET on behalf of IDEX Biometrics ASA.
Exhibit 99.2
Grant of incentive subscription rights in IDEX Biometrics 22 May 2023
The board of directors of IDEX Biometrics ASA resolved on 22 May 2023, to issue 1,984,950 incentive subscription rights to new and existing employees and individual contractors of IDEX Biometrics. The grant was made under the Company's 2022 Subscription rights plan. The exercise price of 883,950 subscription rights is NOK 0.93 per share, they vest by 25% per year over four years, and will expire on 12 May 2027. The exercise price of 1,101,000 subscription rights is NOK 0.15 per share, they vest by 50% per year over two years, and will expire on 12 May 2027. Following the grants, there are 84,515,381 incentive subscription rights outstanding.
For further information contact:
Marianne Bøe, Head of investor relations
E-mail: marianne.boe@idexbiometrics.com
Tel: + 47 9180 0186
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity to create unmatched convenience and uncompromised security for users. Our solutions are based on patented and proprietary sensor technologies, integrated circuit designs, and software, targeting card-based applications for payments and digital authentication. We partner with leading card manufacturers and other industry experts to bring our solutions to market.
For more information, visit www.idexbiometrics.com
About this notice
This information is subject to disclosure pursuant to section 5-8 in the Norwegian share trading act. The notice was published by Erling Svela, Vice president of finance, on 22 May 2023 at 22:15 CET on behalf of IDEX Biometrics ASA.
Exhibit 99.3
First quarter 2023
INTERIM REPORT
FIRST QUARTER 2023
CEO’s commentS
May 22, 2023
Seven banks in Turkey and Bangladesh have in 2023 announced biometric payment card programs with IDEX. This is accelerating the trend from 2022 when the inflection point in the biometric payment card market was reached when banks launched nine new biometric payment card programs using IDEX Biometrics’ technology platform. There is a strong pipeline of banks and issuers worldwide demanding cards from card manufacturers. The interest is particularly strong in Europe and the Middle East. We see market readiness and bank card launches coming in countries such as India, Bangladesh, and Korea.
IDEX Biometrics card manufacturing partners are launching biometric payment card solutions at scale to their portfolios of banks and issuers. The commercial success of these card manufacturers, who have selected the IDEX Biometrics sensor solution over competitor solutions, will continue to manifest in the coming months.
IDEX TrustedBio sensor passed Mastercard’s Fingerprint Test Assessment Summary (FTAS). FTAS is a significant milestone in a comprehensive certification process which ensures biometric performance, latency, and security specifications are met. IDEX Biometrics sensor is a core element of the IDEX Biometrics complete payment card solution, which also includes Infineon’s SLC38 secure element and IDEX Biometrics proprietary card operating system. The complete Mastercard certification is expected to be obtained in the second quarter of 2023.
A clear confirmation of market ramp-up is the volume production order of one million units placed by Linxens with Infineon Technologies latest secure element SLC38, including the IDEX card operating system software, which will be assembled into custom EMV modules for the IDEX complete biometric payment card solution.
The twelve design wins with card manufacturers obtained by end of 2022 gives IDEX an extensive coverage with global and regional card manufacturers ready to launch on the IDEX solution. The twelve card manufacturers are well into commercialization and will be obtaining individual LOAs.
In May, IDEX Biometrics announced a partnership with ST Microelectronics to bring a truly differentiated solution to market and meet the banks demand for an IDEX and STMicroelectronics solution. The partnership will combine IDEX Biometrics biometric
INTERIM REPORT
FIRST QUARTER 2023
system with the ST’s latest Secure Element ST31N600, integrated with its operating system and payment applets.
IDEX Biometrics solutions are being requested from new customers in digital authentication and identity access solutions, particularly in South-East Asia and Europe. A significant production order for biometric sensor modules was placed by PONE Biometrics, an innovator in secure and scalable digital authentication solutions. PONE Biometrics FIDO2 certified smart device, OFFPAD, will include fingerprint sensor technology from IDEX Biometrics. The product will bring higher-performance authentication solutions to the market, optimized for logical access, and targeting highly sensitive security applications across enterprises, public sectors, defence sectors, and healthcare establishments.
This follows the announcement earlier in the quarter that Sentry Enterprises selected Infineon Technologies’ latest generation secure element SLC38 together with IDEX Biometrics sensor technology for its next generation biometric identity platform, SentryCard and its Sentinel biometric cold storage crypto wallet.
The digital identity verification market is set to rise to nearly $17 billion in 2026, providing an important opportunity for secure solutions for crypto hardware wallets, and card-based identity access applications.
In the first quarter of 2023, IDEX Biometrics revenues were $1.2 million, increasing 16% compared to the fourth quarter revenues of $1.1 million. Year-over-year the quarterly revenue growth was 26%. An increasing share of our revenue comes from the card market, and we are expecting the number of active customers in that market to grow throughout 2023.
The gross margin was 26% in the first quarter, compared to a gross margin of 33% in the previous quarter, and first quarter 2022 gross margin of 32%. The sequential decrease in gross margins this quarter was due to product and customer portfolio mix.
Operating expenses, excluding the cost of materials, were $7.4 million in the first quarter of 2023, compared to $7.0 million in the fourth quarter of 2022. Sequentially, the operating expenses were down by $0.3 million when adjusted for $0,7 million government research and development grants for 2022 recognized in the fourth quarter of the year. Compared to first quarter 2022, operating expenses were down by $0.5 million. The cost reductions are mainly related to staff/salary and compensation.
Vince Graziani
Chief Executive Officer
INTERIM REPORT
FIRST QUARTER 2023
IDEX Biometrics
IDEX Biometrics is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. Our solutions bring convenience, security, peace of mind, and seamless user experiences to the world.
Built on patented and proprietary sensor technologies, hardware and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry-enabler we partner with leading card manufacturers and technology companies to bring our solutions to the market.
Products and Technology
Our biometrics technology solutions, the TrustedBio® and TrustedBio Max families of products were specifically designed to enable a seamless user experience for contactless biometric payment transactions while significantly increasing security.
Our products are based on a portfolio of proprietary technologies, many of which are patented, including fingerprint sensors, fingerprint ASICs (Application Specific Integrated Circuits, executing a range of functions), biometric software and matching algorithms, card operating system and applet software, and remote enrollment solutions. Our fingerprint solutions can be used in dual interface, contactless-only, and contact-only payment cards across payment networks offering a complete biometric authentication capability, integrating fingerprint image sensing, biometric processing, system power management, and encryption functions. IDEX Biometrics enables cost effective biometric smart cards with industry-leading performance.
Using our proprietary remote enrollment solutions, cardholders can easily capture and register their fingerprint, and activate their cards remotely without the need to visit a bank branch or ATM, and without communicating sensitive biometric information to third parties. An encrypted template of the fingerprint is stored directly on the card’s secure encryption chip. Therefore, sensitive biometric information is never communicated to third parties or stored in a connected database. We are always committed to investing in patents and other intellectual property protection measures that ensure that our products are, and remain, unique in our target markets.
INTERIM REPORT
FIRST QUARTER 2023
Competitive Positioning
Our core competencies are based on proven expertise in biometric applications including integrated system design, biometric algorithm and software development, integrated circuit design and packaging. We are adept at problem-solving and creative collaboration with customers and partners across the card industry.
Our mission is to enable people to prove their identity in a simple, secure and personal way. To do so, IDEX Biometrics enables digital authentication with biometric fingerprint sensors and related technologies, and applications. We are focusing on biometrically enabled authentication applications, primarily delivered in card form factors with no batteries. Our solution is powered through harvesting energy emitted by point-of-sale terminals, mobile phones or other card reading devices. Our solutions fit in various applications in payments as well as digital identity access and cryptocurrency hard wallets.
The Company’s solutions use a patented sensor design, which separates the fingerprint sensor into two components sharing a single package: a flexible, polymer-based sensor array and a separate ASIC, delivering demonstrably superior performance and compelling economics.
Since its inception, the smart card industry has been enabled by a small number of trusted suppliers for secure element encryption chips, including Infineon Technologies, STMicro electronics, and NXP. IDEX has developed biometric smart card solutions together with technology from both Infineon and STMicroelectronics. This provides biometric smart card manufacturers with solutions enabled by partners they have relied on for more than 25 years.
With our technology solution, our customers benefit from integration opportunities with multiple secure elements, inlay technologies, card manufacturing methods and software operating systems. This provides flexibility to card manufacturers who have established supply chain partners and manufacturing methods. This also provides flexibility to enable solutions globally as our solutions are set up to integrate with the most relevant and highest performing ecosystem partners across geographies and applications.
Our Opportunity
The company’s goal is to enable biometric smart cards with a seamless user experience, at a price point that enables mass market adoption. With the IDEX Biometrics sensor solutions and other technologies we offer a high level of performance at a compelling price point. We
INTERIM REPORT
FIRST QUARTER 2023
are positioned to achieve our objective of becoming the leading provider of fingerprint biometric solutions for payment cards and digital authentication applications.
The IDEX Biometrics TrustedBio module is integrated with Infineon Technology AG’s SLC38. SLC38 is the latest generation SE from Infineon, the market leader in secure elements, SEs, for smart cards. IDEX Biometrics is preferred partner member of Infineon’s Security Partner Network, ISPN. We have developed a proprietary card operating system and will use a third-party customized inlay and antenna design, both of which are optimized for the combined TrustedBio and SLC38 reference design. We have achieved ten smart card design wins for this joint reference platform.
The IDEX Biometrics solution can work with multiple secure elements, and we recently announced the advanced solution for biometric smart cards, leveraging the latest secure element from leading semiconductor security provider, STMicroelectronics, fully integrated with ST’s STPay-Topaz-Bio Operating System and payment applets. This high-performance solution includes the ST31N600 secure microcontroller with biometric features, packaged in a single-chip EMV module, and includes a cost-effective enrollment solution.
Note Regarding Global Events
The Covid pandemic and restrictions, the war in Ukraine, and the global economic slowdown led to delays in new initiatives and supply chain issues for many businesses, including IDEX Biometrics, its suppliers and customers.
To reduce the risk of delays and reduce lead time for our customers, IDEX Biometrics has secured allocation and increased our inventory of materials and components such as silicon chips, as well as finished goods.
INTERIM REPORT
FIRST QUARTER 2023
Financial review
Statements of profit and loss
For the first quarter ended March 31, 2023, IDEX Biometrics recorded consolidated revenue of $1.2 million. Sequentially, first quarter revenue increased 16% from the fourth quarter of 2022, reflecting the timing of shipments to our two largest customers in the payment card segment. By comparison, first quarter 2022 revenue was $1.0 million for a year-over-year quarterly increase of 26%.
Cost of materials increased sequentially in both dollars and as a percentage of revenue due to a less favorable product mix as compared to the prior quarter. Cost of materials as a percentage of revenue is impacted by product and customer mix as well as increasing costs of wafers, assembly services, and certain components. Gross profit margin, as a percentage of revenue was 26% for the first quarter of 2023, compared to 33% in the fourth quarter of 2022. For the first quarter of 2022, the gross profit margin was 32%.
Compensation and benefits expenses totaled $4.4 million for the first quarter of 2023, flat as compared with the fourth quarter of 2022, and a decrease from $5.0 million for the first quarter of 2022. The year-over-year decrease is due to staff reductions efforts implemented in 2022 offset by increases in variable compensation.
Share-based compensation expense, which is non-cash, totaled $0.4 million for the first quarter of 2023, in contrast to $0.5 million recorded for the first quarter of 2022, primarily because of reduced employer tax expense due to lower share prices in 2023. Quarterly variances in share-based compensation are attributable to the number of subscription rights vesting in the period, and changes in the price of an ordinary share which influences the accrual of estimated employer’s tax which will be due when a subscription right is exercised.
Our staff is made up of employees and individual contractors. On a full-time equivalent (FTE) basis, our staff totaled 98 on March 31, 2023, down from 108 on March 31, 2022, and 99 at the beginning of 2023. The year-over-year decrease of staff reflects the net of personnel additions in marketing and sales, offset by staff reductions in 2022 and attrition in R&D.
Research and development (R&D) expenses, include the external costs of product development, prototype manufacturing, and pre-release product testing. The cost of employees engaged in R&D is included in Compensation and benefits. R&D expenses are
INTERIM REPORT
FIRST QUARTER 2023
reported net of earned government grants in support of R&D activities. Timing of the receipt of such grants are generally subject to the completion of qualifying activities. Net R&D expenses totaled $0.9 million for the first quarter of 2023, in contrast to $1.0 million for the first quarter of 2022. These costs are primarily software development costs and costs related to patents and trademarks during the period. Net R&D costs increased sequentially due to government grants in the fourth quarter of 2022 that offset R&D spending.
Other operating expenses, primarily expenses associated with marketing, sales, and administrative activities, totaled $2.1 million for the first quarter of 2023, in contrast to $1.9 million for the first quarter of 2022. The increase from the prior year quarter was due to higher selling expense and professional fees partially offset by lower insurance expense and intellectual property costs. Other operating expenses totaled $2.4 million for the fourth quarter of 2022. The sequential decrease was due to lower insurance expense, selling expenses and public company expenses.
Amortization and depreciation charges totaled $0.3 million for the first quarter of 2023, in contrast to $0.4 million for the first quarter of 2022 and $0.3 million for the fourth quarter of 2022. The decreased year-over-year level of depreciation charges is primarily associated with lower depreciation of right-of-use assets.
Net financial items, consisting primarily of the net effect of currency adjustments and the net amount of interest income and interest expense, totaled income of $0.2 million for the first quarter of 2023, in contrast to expense of $0.1 million recorded for the first quarter of 2022. Net financial items totaled to an income of $0.6 million for the fourth quarter of 2022. The variation in net financial items between periods primarily is the result of fluctuations of the exchange rate of the U.S. Dollar to other currencies of countries in which IDEX Biometrics has operations, mainly British Pounds to the U.S. dollar.
The company recorded a minor amount of income tax expense for the first quarter of 2023 and no income tax expense in the first quarter of 2022. IDEX Biometrics operates at a loss and has a substantial tax loss carryforward position in Norway. As a result, it has not recognized to date any deferred tax assets in its Statements of financial position.
Net loss for the first quarter of 2023 totaled $7.2 million, representing a loss per share of $0.01. In contrast to a net loss of $8.1 million for the first quarter of 2022, representing a loss per share of $0.01, and a net loss of $6.2 million for the fourth quarter of 2022, representing a loss per share of $0.00.
INTERIM REPORT
FIRST QUARTER 2023
Statements of Cash Flows
The company incurred an operating cash outflow of $9.0 million for the first quarter of 2023, in contrast to operating cash outflows of $8.4 million for the first quarter of 2022 and $7.2 million for the fourth quarter of 2022. The increased year-over-year cash outflow for the first quarter was due to increases in working capital.
Investing activities (i.e., capital expenditure) were insignificant for these periods.
Total cash flow from financing activities, including the net proceeds from the issuance of shares and the net proceeds from the exercise of subscription rights, net of payments associated with lease liabilities, totaled $0.1 million for the first quarter of 2023, in contrast to $0.2 million for the first quarter of 2022.
IDEX Biometrics completed private placement transactions with net proceeds of $14 million, during the fourth quarter of 2022.
The cash balance totaled $7.4 million as of March 31, 2023, in contrast to $25.5 million as of March 31, 2022, and $16.1 million as of December 31, 2022.
Statements of Financial position
The largest assets held on the company’s Statements of financial position as of March 31, 2023, were cash of $7.4 million, inventory of $5.3 million and acquired intangible assets of $2.3 million, representing 34%, 25% and 11% of total assets, respectively.
Total intangible assets included goodwill of $968 thousand.
IDEX Biometrics has developed intellectual property and has incurred product development costs. The value of self-developed IP is generally not recorded on the Statements of financial position, because it does not satisfy accounting criteria for capitalization.
No development costs were capitalized during the quarter ended March 31, 2023.
Tangible fixed assets, including the right-of-use value of leased assets, totaled, net of accumulated depreciation, $2.5 million as of March 31, 2023, in contrast to $1.5 million as of March 31, 2022, and $2.7 million on December 31, 2022. Other than right-of-use leased assets, Tangible fixed assets are comprised of scientific and test equipment, engineering tools, leasehold improvements, office equipment, and furniture with useful lives of three to seven years.
INTERIM REPORT
FIRST QUARTER 2023
Inventory totaled $5.3 million as of March 31, 2023, in contrast to $2.0 million as of March 31, 2022, and $4.4 million as of December 31, 2022. IDEX Biometrics is a fabless developer of semiconductor-based products, and its manufacturing operations are outsourced. Inventory consists of raw materials (primarily semiconductor components and substrates), work-in-progress (primarily incomplete assemblies) and finished goods (completed fingerprint sensing devices available for sale). A large share of the inventories is physically located at the contract manufacturing partners’ sites.
There have been significant and uncertain lead times across the electronics industry in 2022. To reduce the risk of delays and reduce lead time for our customers, IDEX Biometrics has increased inventory of long lead time materials and components such as silicon chips, as well as finished goods.
Customer accounts receivable totaled $1.2 million as of March 31, 2023, in contrast to $1.3 million as of March 31, 2022, and $1.3 million as of December 31, 2022. No customer accounts necessitated a bad debt reserve as of March 31, 2023.
Total short-term liabilities totaled $4.5 million as of March 31, 2023, compared to $3.7 million as of March 31, 2022, and $5.0 million as of December 31, 2022. Variations in short-term liabilities are the result of activity levels such as increased accounts payable levels associated with higher purchases of inventories and the timing of expense accruals and the settlement of payables.
Net working capital (i.e., short-term assets, excluding cash, less short-term liabilities) totaled $8.4 million as of March 31, 2023, $4.0 million as of March 31, 2022, and $6.2 million as of December 31, 2022.
As revenues continue to increase, net working capital will increase as levels of inventory and customer accounts receivable. The increase will likely be partially offset by an increase in trade accounts payable.
Equity totaled $16.0 million as of March 31, 2023, in contrast to $31.0 million as of March 31, 2022, and $22.8 million as of December 31, 2022. The change during the periods was primarily the result of the private placement of shares in the fourth quarter of 2022, offset by the net losses in the respective periods.
At the end of 2022, IDEX Biometrics allocated $18.0 million of Paid-in capital against Capital reduction reserve. Total equity was not affected by the allocation.
As of March 31, 2023, the Company had no debt to financial institutions or lenders.
INTERIM REPORT
FIRST QUARTER 2023
Liquidity
IDEX incurred an operating cash deficit of $9.0 million for the first quarter of 2023, in contrast to operating cash deficits of $8.4 million for the first quarter of 2022 and $7.2 million for the fourth quarter of 2022.
The primary operating cash items are the operating losses in each period, less non-cash expenses, including share-based compensation, depreciation, and amortization.
Net working capital varies between quarters, mainly due to the timing of shipments, collections from customers, receipt of inventoried materials, and disbursements to vendors.
The Company incurred net positive capital expenditures of $18 thousand for the first quarter of 2023, due to a credit for purchased equipment. In contrast, capital expenditures were $51 thousand for the first quarter of 2022, and $53 thousand for the fourth quarter of 2022.
The Company’s balance sheet solvency, defined as the value of cash and accounts receivable, less short-term liabilities, totaled $5.1 million as of March 31, 2023, in contrast to $23.8 million as of March 31, 2022, and $13.4 million as of December 31, 2022.
We have incurred significant operating losses and negative cash flows and the Company does not expect that its existing cash would enable it to fund its operating expenses and capital expenditures requirements for the next twelve months. The Company plans to undertake a private placement of shares or procure other substantial funding by the end of the third quarter of 2023 to provide additional funding to support research and development and fund working capital. While the Company has been successful in the past in raising funds through private placements of shares, there is no assurance that we will be successful in the future. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategies.
U.S. regulatory matters
The Company’s American Depositary Shares (each representing 75 of the Company’s ordinary shares, which are listed on the Oslo Børs) are listed on the Nasdaq Capital Market under the ticker symbol IDBA. In connection with this listing, the Company is subject to securities regulations in the United States.
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FIRST QUARTER 2023
Pursuant to the Jumpstart Our Business Startups Act of 2012 (JOBS Act), IDEX Biometrics is considered an “emerging growth company,” and thereby is exempt from various certain U.S. reporting requirements. These exemptions allow for reduced disclosure in periodic U.S. filings and deferral of the auditor attestation requirements of Section 404(b) of the U.S. Sarbanes-Oxley Act of 2002. The company will remain an emerging growth company until 2025, unless it reaches certain revenue, market capitalization, or debt issuance thresholds beforehand. As of March 31, 2023, IDEX Biometrics continued to be considered an emerging growth company.
Similarly, the Company is considered a “foreign private issuer” pursuant to SEC rules, promulgated under the U.S. Securities Exchange Act of 1934, as amended, (Exchange Act). As such, the Company is not required, among various exemptions, to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. registrants. Notably, IDEX Biometrics currently is not required to file quarterly reports with the SEC on Form 10-Q or current reports on Form 8-K. The Company is required to file a Form 6-K in association with the disclosure of significant events, including the filing of this report with Norwegian regulatory authorities. Companies utilizing the foreign private issuer exemptions must confirm their status at the conclusion of their second fiscal quarter. As of June 30, 2022, IDEX Biometrics met the annual test against the criteria to remain considered a foreign private issuer.
May 22, 2023
The Board of Directors of IDEX Biometrics ASA
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FIRST QUARTER 2023
CONSOLIDATED INTERIM financial INFORMATION
(UNAUDITED)
consolidated statements of PROFIT AND LOSS
consolidated Statements of COMPREHENSIVE Income
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FIRST QUARTER 2023
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
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CONSOLIDATED Statements of CHANGES IN Equity
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CONSOLIDATED Statements OF Cash FlowS
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Notes to THE CONSOLIDATED interim
financial STATEMENTS
1The Company and its business
IDEX Biometrics ASA (the Company) specializes in the design, development, and sale of fingerprint identification and authentication solutions based on patented and proprietary sensor technologies, circuit designs, software and algorithms, and enrolment techniques. IDEX Biometrics’ largest potential market is the biometric payment card market. The Company is a public limited liability company incorporated and domiciled in Norway. The address of the head office is Dronning Eufemias gate 16 at NO-0191 Oslo, Norway. There is one class of ordinary (i.e., common) shares, and all shares have equal rights. The Company's Ordinary Shares are listed on the Oslo Børs, the stock exchange in Oslo, Norway, under the ticker IDEX. The Company’s American Depositary Shares (“ADSs”), each ADS representing 75 Ordinary Shares, are listed on Nasdaq, under the ticker symbol IDBA.
IDEX Biometrics has wholly owned subsidiaries in the United States, the United Kingdom, and China. The subsidiaries provide technical development services, sales facilitation, marketing assistance, and/or logistics processing for the parent company.
2Basis of preparation and accounting policies
These Consolidated interim financial statements for the three-month period ended March 31, 2023, have been prepared in accordance with IAS 34 Interim Financial Reporting and have not been subject to audit. These interim financial statements should be read in conjunction with the audited annual financial statements for the year ended December 31, 2022, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and IFRS as endorsed by the European Union. The accounting policies applied herein are consistent with those applied in the preparation of the annual financial statements for the year ended December 31, 2022. Amounts presented may not sum precisely due to rounding.
IDEX Biometrics operates in one operating segment, fingerprint imaging and recognition technology, and these interim financial statements present the full consolidation of the accounts of the Company and all subsidiaries, reflecting this operational focus.
Pursuant to IAS 1 Presentation of Financial Statements, a going concern assumption has been applied in the preparation of these interim financial statements. The Company does not expect that its existing cash would enable it to fund its operating expenses and capital expenditures requirements for the next twelve months. The Company plans to undertake a private placement of shares or procure other substantial funding by the end of the third quarter of 2023 to provide additional funding to support research and development and fund working capital. While the Company has been successful in the past in raising funds through private placements of shares, there is no assurance that we will be successful in the future. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategies.
These interim financial statements were approved by the Board of Directors on May 22, 2023.
INTERIM REPORT
FIRST QUARTER 2023
It is the duty of the Board of Directors to present the principal risks facing the Company in the conduct of its business. The Company’s major risk is its business risk, broadly meaning risks to its ability to generate revenue and earn profit. Future revenue generation will depend, among other such risks, on the Company’s ability to market and profitably deliver products on a sustained basis, its ability to legally protect its intellectual property rights, its ability to scale its operations to maximize efficiencies, and its ability to retain current employees and to attract new employees. The ability to generate future revenue is also highly dependent on the pace of development of the market for biometric payment cards, which remains in an early stage.
The Company's assets primarily consist of cash, working capital, and intangible assets. As of March 31, 2023, the Company had no indebtedness to financial institutions or other third-party lenders. The Company maintains liquidity by investing available funds in readily accessible, floating-interest rate bank accounts. The Company’s exposure to currency exchange rate changes is managed by maintaining an appropriate mix of cash deposits in the various currencies it utilizes for its operations. The Company does not engage in any active hedging strategies. The U.S. Dollar is the dominant currency of the Company’s receivables and payables.
During 2022, the Company has experienced vendor shipment delays associated with supply chain constraints within the semiconductor industry. Continued supply chain constraints may further affect future inventory planning and timing of customer shipments. Semiconductor component availability may become a more significant risk factor as the Company’s order stock and unit volumes expand.
4Revenue from contracts with customers
The Company records revenue from the sale of biometric fingerprint sensor products and the delivery of technical development and other engineering services to its customers. Product-related revenue is recognized upon shipment, generally on an Incoterms EXW (i.e., ex-works) basis. Revenue is recognized according to the criteria of IFRS 15 Revenue from Contracts with Customers.
The balances of customer accounts receivable as of March 31, 2023, and December 31, 2022, were $1.2 million and $1.3 million, respectively. There were no contract asset or contract liability balances at either of these dates.
IDEX categorizes customers by geographic region utilizing the addresses to which we invoice our products or services. The Company’s products and service revenue by geographic region is as follows:
INTERIM REPORT
FIRST QUARTER 2023
5Compensation and benefits
Compensation and benefit expenses consist of costs for direct employees of the Company. Individual contractors are classified as Research and development expenses or Other operating expenses, as applicable.
The table below sets forth the number of employees and individual contractors by their function measured in full-time equivalents (FTE). Certain individuals are contractors because they live in countries in which the Company does not have a business presence.
IDEX Biometrics presents operating expenses by nature, in contrast to function. Accordingly, Compensation and benefits expenses includes the compensation and benefit costs for all employees. Cost of materials, net of inventory change, Research and development expenses, and Other operating expenses do not include the cost of personnel assigned to those activities.
6Research and development expenses
Research costs are expensed when incurred. Development costs are expensed unless they qualify for capitalization. The Company’s patents and other intellectual property rights created are capitalized and
INTERIM REPORT
FIRST QUARTER 2023
recorded on the Statement of financial position only if they satisfy the criteria for capitalization. The Company has not capitalized development costs in any of the periods presented. Development costs related to the creation of intellectual property have been expensed when incurred.
Government support is recognized when it is probable the Company will qualify and receive support, and the amount can be measured reliably. Norwegian SkatteFUNN grants are recorded in the fourth quarter each year.
7Related party transactions
The chair of the Board of Directors, Morten Opstad, is a partner in the law firm Advokatfirma Ræder AS (Ræder). Ræder provided legal services to the Company during first quarter 2023, resulting in charges of $26 thousand. Mr. Opstad’s work on behalf of the Company beyond his Director duties is invoiced by Ræder.
Lawrence J. Ciaccia, a member of the Board of Directors, provides to the Company, pursuant to a written agreement, consulting services for a fixed fee of $50 thousand per year.
INTERIM REPORT
FIRST QUARTER 2023
Acquired intangible assets and intellectual property rights have been capitalized at the time of acquisition. These assets are depreciated over their respective economic lives. The major items depreciate over 9.5 years and 17.3 years from acquisition, through July 2024 and to the end of 2030, respectively. Goodwill is not amortized but is tested for impairment at least annually or more frequently, if circumstances merit. The Company is one cash generating unit for purposes of impairment testing.
The Company has significant accumulated tax losses. No deferred tax asset associated with these accumulated tax losses has been recorded on the Statement of financial position, as there is not sufficient evidence that taxable profit will be generated, against which the unused tax losses could be applied. There are no restrictions as to how long tax losses may be carried forward in Norway.
INTERIM REPORT
FIRST QUARTER 2023
The profit or loss per share is calculated by dividing the profit (loss) for the period by the weighted average number of ordinary shares outstanding for the period. Loss per share is calculated per basic share (i.e., without consideration for the dilutive effect of exercisable subscription rights).
12 Shares and subscription rights
From time to time, on a discretionary basis, IDEX Biometrics awards subscription rights for the purchase of Ordinary Shares to employees and individual contractors, pursuant to the terms of an annual subscription rights program approved by shareholders at that year’s annual general meeting (AGM). Such subscription rights are denominated in Norwegian Krone. Unless specifically resolved otherwise by the Board of Directors, 25% of each grant of subscription rights vests per year, and the grant expires on the fifth anniversary of the AGM at which the program was approved. Unvested subscription rights terminate on the holder’s last day of employment or termination of contract. Vested subscription rights may be exercised up to 90 days after such termination date. The weighted average exercise price of outstanding incentive subscription rights on March 31, 2023, was NOK 1,72 per share.
INTERIM REPORT
FIRST QUARTER 2023
The fair value at grant date of a subscription right is expensed over the vesting period of each tranche of the grant. The fair value of each tranche of a subscription right is determined using a Black-Scholes option pricing model, based on Ordinary Share prices quoted on the Oslo Børs and published interest rates. The Company’s social security tax obligations related to share-based remuneration are recorded on each balance sheet date, based on the earned value of the subscription rights outstanding, and the adjustment to the accrued balance is recorded as cost.
The Company operates an employee stock purchase plan (ESPP), whereby employees may elect to invest a portion of their after-tax compensation in newly issued ordinary shares. Employees make payroll contributions to the ESPP over the course of six-month contribution periods, March-August, and September-February. At the end of each period, they purchase shares at a 15% discount to the lesser of the share price at the beginning and ending of the contribution period.
The cost of the ESPP is amortized over each contribution period. The cost is based on the contribution amount, the 15% discount, and a Black-Scholes option pricing model at the beginning of the period.
Inventory, consisting of raw materials (primarily semiconductor components and substrates), work-in-progress, and finished goods (completed fingerprint sensing devices available for sale), is valued at the lower of cost or recoverable value, reflecting reserves based on aging and obsolescence. Period to period variations in reserve balances are mainly caused by time between the identification of an impairment (i.e., the calculation of a reserve charge) and the physical disposal of the inventory in question. As of March 31, 2023, the Company maintained an inventory reserve of $135 thousand.
14 Events after the balance sheet date
The board of directors resolved on May 22, 2023, to issue 1,984,950 incentive subscription rights to new and existing employees and individual contractors of IDEX Biometrics. The grant was made under the Company's 2022 Subscription rights plan. The exercise price of 883,950 subscription rights is NOK 0.93 per share, they vest by 25% per year over four years, and will expire on May 12, 2027. The exercise price of 1,101,000 subscription rights is NOK 0.15 per share, they vest by 50% per year over two years, and will expire on May 12, 2027. Following the grants, there are 84,515,381 incentive subscription rights outstanding.
There have been no events between March 31, 2023, and the approval of these interim financial statements by the board of directors that have had any material impact on the Company’s results for the three months ended March 31, 2023, or the value of the Company’s assets and liabilities as of March 31, 2023.
Exhibit 99.4
IDEX Biometrics ASA interim report for the first quarter of 2023
Oslo, Norway – 23 May 2023 - IDEX Biometrics ASA’s interim report for the first quarter of 2023 is attached to this notice (link below). The interim report is also available on the IDEX Biometrics website: www.idexbiometrics.com/investors/interim-results/
A webcast presentation of the interim report will be held by Vince Graziani, Chief Executive Officer, today at 09:00 CET. The webcast presentation can be viewed at the following link:
https://forms.office.com/e/9CGnfK3Nr1
Commercial Update
Seven banks in Turkey and Bangladesh have in 2023 announced biometric payment card programs with IDEX. This is accelerating the trend from 2022 when the inflection point in the biometric payment card market was reached; Banks launched nine new biometric payment card programs using IDEX Biometrics’ technology platform. There is a strong pipeline of banks and issuers worldwide demanding card with card manufacturers. The interest is particularly strong in Europe and the Middle East. We see market readiness and bank card launches coming in countries such as India, Bangladesh, and Korea.
IDEX Biometrics card manufacturing partners are launching biometric payment card solutions at scale to their portfolios of banks and issuers. The commercial success of these card manufacturers, who have selected the IDEX Biometrics sensor solution over competitor solutions, will continue to manifest in the coming months.
First Quarter Financial Performance
In the first quarter of 2023, IDEX Biometrics revenues were $1.2 million, increasing 16% compared to the fourth quarter revenues of $1.1 million. Year-over-year the quarterly revenue growth was 26%. An increasing share of our revenue comes from the card market, and we are expecting the number of active customers in that market to grow throughout 2023.
The gross margin was 26% in the first quarter, compared to a gross margin of 33% in the previous quarter, and first quarter 2022 gross margin of 32%. The sequential decrease in gross margins this quarter was due to product and customer portfolio mix.
Operating expenses, excluding the cost of materials, were $7.4 million in the first quarter of 2023, compared to $7.0 million in the fourth quarter of 2022. Sequentially, the operating expenses were down by $0.3 million when adjusted for $0,7 million government research and development grants for 2022 recognized in the fourth quarter of the year. Compared to first quarter 2022, operating expenses were down by $0.5 million. The cost reductions are mainly related to staff/salary and compensation.
For further information contact:
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com
Tel: + 47 918 00186
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. Our solutions bring convenience, security, peace of mind and seamless user experiences to the world. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry-enabler we partner with leading card manufacturers and technology companies to bring our solutions to market.
For more information, visit www.idexbiometrics.com.
TRADEMARK STATEMENT
IDEX, IDEX Biometrics and the IDEX logo are trademarks owned by IDEX Biometrics ASA. All other brands or product names are the property of their respective holders.
Exhibit 99.6
IDEX Biometrics ASA - Contemplated Private Placement 24 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 24 May 2023.
IDEX Biometrics ASA (the "Company"), a leading provider of advanced fingerprint identification and authentications solutions, has retained ABG Sundal Collier ASA and Arctic Securities AS as Joint Bookrunners (the "Managers") to advise on and effect a private placement (the "Private Placement") of new shares in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 100-150 million.
The net proceeds from the Private Placement will be used to accelerate the Company’s product commercialization and for working capital and general corporate purposes.
The subscription price per Offer Share (the "Offer Price") and the number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CEST and ends at 08:00 CEST on 25 May 2023. The bookbuilding period may, at the discretion of the Company and the Managers, close earlier or later and may be cancelled at any time and, consequently, the Company may refrain from completing the Private Placement.
The Company will announce the final number of Offer Shares placed and the final Offer Price in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 25 May 2023.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to applicable exemptions from relevant prospectus, filing or other registration requirements. The minimum application and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements pursuant to applicable regulations, including Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and ancillary regulations, are available.
The Private Placement will be divided into two tranches. Tranche 1 will consist of 116,897,492 Offer Shares (representing approximately 10% of the outstanding shares in the Company) ("Tranche 1" and the "Tranche 1 Offer Shares"). Tranche 2 will consist of up to the number of Offer Shares that, together with the Tranche 1 Offer Shares, is necessary in order to raise gross proceeds of NOK 100-150 million ("Tranche 2" and the "Tranche 2 Offer Shares"). Allocations of Offer Shares to investors are expected to be split between Tranche 1 and Tranche 2 on a pro rata basis. Completion of Tranche 2 will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 16 June 2023 (the "EGM").
Allocation of Offer Shares will be determined by the Board at its sole discretion, in consultation with the Managers, following the expiry of the bookbuilding period, however subject to approval by the EGM in respect of Tranche 2. Allocation will be based on criteria such as (but not limited to), existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications, and there is no guarantee that any applicant will be allocated Offer Shares. Notification of allocation and payment instructions are expected to be issued to the applicants on or about 25 May 2023 through a notification to be issued by the Managers.
Completion of Tranche 1 is subject to approval by the Board. Completion of Tranche 2 is subject to completion of Tranche 1 and (ii) the approval by the EGM. Further to this, completion of both Tranche 1 and Tranche 2 are subject to the Company resolving to consummate the Private Placement and allocate the Offer Shares. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2, for whatever reason, is not completed. Investors being allocated shares in the Private Placement undertake to vote in favour of Tranche 2 at the EGM.
Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement entered into between the Company, the Managers and certain existing shareholders (the "Share Lending Agreement"). The share loan in Tranche 1 will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorisation by the Company’s annual general meeting held on 23 May 2023 . The share loan in Tranche 2 will be settled with new shares in the Company expected to be issued following, and subject to, approval by the EGM. The new shares to be redelivered to the lenders under the Share Lending Agreement will, to the extent required, be delivered on a separate and non-tradable ISIN, pending publication by the Company of a listing prospectus approved by the Norwegian Financial Supervisory Authority.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment basis on or about 30 May 2023. Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery versus payment basis on or about 20 June 2023, subject to approval by the EGM.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to delivery of the Tranche 1 Offer Shares. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the funding alternatives currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. The Company is of the view that
the discount in a rights issue would have to be quite significant, and that a rights issue would need to be guaranteed by a consortium of underwriters, which would entail an added cost for the Company. By structuring the equity raise as a private placement, the Company is expected to be in a position to raise capital at a better share price, at a lower cost and with significantly lower risk than in a rights issue.
The Company may, subject to completion of the Private Placement, approval from the EGM and certain other conditions, consider to carry out a subsequent repair offering of new shares at the Offer Price directed towards existing shareholders in the Company as of 24 May 2023 (as registered in the VPS on 26 May 2023), who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action.
This information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Marianne Bøe, Head of Investor Relations on 24 May 2023 at 16:30 CEST on behalf of the Company.
Contact person:
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com
Tel: +47 91 80 01 86
About IDEX Biometrics: IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity to create unmatched convenience and uncompromised security for users. Our solutions are based on patented and proprietary sensors technologies, integrated circuit designs, and software, targeting card-based applications for payments and digital authentication. We partner with leading card manufacturers and other industry experts to bring our solutions to market. For more information, visit www.idexbiometrics.com
IMPORTANT INFORMATION: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not an offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in
accordance with applicable U.S. state securities laws. Any public offering of securities to be made in the United States would be made by means of a prospectus to be obtained from the Company that would contain detailed information about the Company and management, as well as financial statements; however, the Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made to "qualified institutional buyers" as defined in Rule 144A under the Securities Act or, with respect to institutions or to any existing director or executive officer of the Company only, “accredited investors” as defined in Regulation D under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements, including in respect of the Company’s intention to conduct and consummate the Private Placement and the manner in which the Company intends to utilize the proceeds therefrom. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to
reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is made by, and is the responsibility of, the Company. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.
Exhibit 99.7
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
IDEX Biometrics ASA: Private placement of NOK 125 million successfully placed
Oslo, 24 May 2023. Reference is made to the press release from IDEX Biometrics ASA ("IDEX" or the "Company") published earlier today, 24 May 2023, regarding a contemplated private placement to raise gross proceeds of approximately NOK 100-150 million (the "Private Placement").
The Private Placement has been successfully placed and will raise gross proceeds to the Company of NOK 125 million, through the allocation of 147,058,824 new shares (the "Offer Shares") at a price of NOK 0.85 per Offer Share (the "Offer Price").
The Company intends to use the net proceeds from the Private Placement to accelerate the Company’s product commercialization and for working capital and general corporate purposes.
The Private Placement is divided into two tranches. Tranche 1 consists of 116,897,492 Offer Shares (representing approximately 10% of the outstanding shares in the Company) ("Tranche 1" and the "Tranche 1 Offer Shares"). Tranche 2 consists of 30,161,332 Offer Shares ("Tranche 2" and the "Tranche 2 Offer Shares"). Completion of Tranche 2 will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 16 June 2023 (the "EGM").
Notification of allocation and settlement instructions for Tranche 1 and Tranche 2 (conditional allocation for Tranche 2) will be communicated to investors on 25 May 2023.
Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement entered into between the Company, the Managers (as defined below) and certain existing shareholders (the "Share Lending Agreement"). The share loan in Tranche 1 will be settled with 116,897,492 new shares in the Company to be resolved issued by the Company's board of directors (the "Board") pursuant to an authorisation granted by the Company’s annual general meeting held on 23 May 2023. The share loan in Tranche 2 will be settled with new shares in the Company expected to be issued following, and subject to, approval by the EGM. The new shares to be redelivered to the lenders under the Share Lending Agreement will, to the extent required, be delivered on a separate and non-tradable ISIN, pending publication by the Company of a listing prospectus approved by the Norwegian Financial Supervisory Authority.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment basis on or about 30 May 2023. The Tranche 1 Offer Shares will be tradeable from allocation.
Completion of Tranche 2 is subject to (i) completion of Tranche 1 and (ii) the approval by the EGM. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2, for whatever reason, is not completed. Investors being allocated shares in the Private Placement have undertaken to vote in favour of Tranche 2 at the
EGM.
Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery versus payment basis on or about 20 June 2023, subject to approval by the EGM.
Following completion of Tranche 1 of the Private Placement, the Company's share capital will be NOK 192,880,861.8, divided into 1,285,872,412 shares, each with a nominal value of NOK 0.15. Following completion of both Tranche 1 and Tranche 2 of the Private Placement, the Company will have 1,316,033,744 shares outstanding.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is in compliance with these requirements. The Board holds the view that it has been in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the funding alternatives currently available to the Company. By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, with a 6.3 percent discount to the closing price on the Oslo Stock Exchange on 24 May 2023, and at a lower cost and with significantly lower risk than in a rights issue.
The Board has on this basis resolved not to conduct a subsequent repair offering directed towards shareholders who did not participate in the Private Placement.
This information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Erling Svela, VP finance on 24 May 2023 at 23:55 CEST on behalf of the Company.
IDEX Biometrics ASA in brief:
IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity to create unmatched convenience and uncompromised security for users. Our solutions are based on patented and proprietary sensors technologies, integrated circuit designs, and software, targeting card-based applications for payments and digital authentication. We partner with leading card manufacturers and other industry experts to bring our solutions to market. For more information, visit www.idexbiometrics.com
Advisors:
ABG Sundal Collier ASA and Arctic Securities AS (the "Managers") acted as Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Ræder AS and Cooley LLP are acting as legal advisors to the Company. Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact:
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com
Tel: +47 91 80 01 86
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not an offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Any public offering of securities to be made in the United States would be made by means of a prospectus to be obtained from the Company that would contain detailed information about the Company and management, as well as financial statements; however, the Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made to "qualified institutional buyers" as defined in Rule 144A under the Securities Act or, with respect to institutions or to any existing director or executive officer of the Company only, "accredited investors" as defined in Regulation D under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements, including in respect of the manner in which the Company intends to utilize the proceeds from the Private Placement. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is made by, and is the responsibility of, the Company. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.
This regulatory filing also includes additional resources:
idba-ex99_5.pdf
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