Ensurge Micropower ASA announced that the Company has entered into a set of agreements with Corning Incorporated to jointly develop ultra-high performance solid-state microbatteries based on Ensurge's platform. Ensurge and Corning have entered into a joint development agreement to establish a framework and joint development program for the two companies to collaborate to integrate Corning's ribbon ceramic materials and process technology with Ensurge's proven solid-state microbattery architecture (the "Joint Development Agreement"). Together, Ensurge and Corning aim to deliver an ultra-high energy density product line extension to commercialize batteries that power high-volume consumer, medical, industrial, and defense applications.
Corning's contribution includes process and manufacturing excellence, alongside deep materials science expertise. Pursing this competence with Ensurge's solid-state microbattery platform strengthens Ensurge's path to scale, including improved execution confidence, greater assurance in commercialization, and a stronger foundation for long-term growth. Further, Ensurge and Corned have entered into an investment agreement that regulates the terms for investments by Corning in the Company (the "Investment Agreement").
Under the terms of the Joint Development Agreement and Investment Agreement (together, the "Agreements"), Corning shall provide certain engineering and other Corning resources to Ensurge, the costs of which shall be converted into new shares in Ensurge, by set-off of the accounts receivable held by Corning for the services performed. Following the end of each quarter, such costs shall be converted to shares in Ensurge (the "Conversion Shares") at a pre-determined price of NOK 1.11 per share ("Conversion Price"), which is calculated based on the average closing price of the Company's shares over the 10 last trading days prior to the execution of the Agreements. The maximum monetary amount that may be converted to Conversion Shares, by set-off, is USD 5 million.
Ensurge shall further issue certain warrants to Corning, on the terms of which Corning shall have the option to invest up to USD 10 million in the Company by exercise of such warrants (the "Warrants"). Each Warrant shall have an exercise price of NOK 1.50 per share (the "Exercise Price"). The Warrants may be exercised in the two-year period following date of approval by an extraordinary general meeting (the "EGM"), subject, however, to the Joint Development Agreement or a subsequent commercial agreement between Ensurge and Corning remaining in effect.
The Warrants will be granted for no charge. The Warrants will be registered in the VPS but will not be admitted to trading on Euronext Oslo Bors. The issue of Warrants and the authorization to issue Conversion Shares remain subject to approval by the EGM, which Ensurge will convene shortly.
