Annual report
Page 1
Light up cancer maximize surgical outcome Annual Report 2025 FluoGuide A/S CRV no.39296438 Titanhus, Titangade 9-13 DK-2200 Copenhagen N
Page 2
CONTENTS FLUOGUIDE AT A GLANCE ........................................................................................................ 3 CEO LETTER: FROM CLINICAL PROMISE TO A CLEAR PATH TO APPROVAL .............................. 4 SPECIAL TOPIC: IND SUBMISSION – A DE-RISKED PATH TO U.S. APPROVAL ............................ 6 2025 HIGHLIGHTS ..................................................................................................................... 7 STRATEGY: 2026 - FROM DIRECTION TO EXECUTION .............................................................. 8 2026 OUTLOOK ....................................................................................................................... 11 FG001 PIPELINE ...................................................................................................................... 12 FINANCIAL HIGHLIGHTS AND KEY FIGURES ............................................................................ 13 FINANCIAL DEVELOPMENT ..................................................................................................... 14 MANAGEMENT STATEMENT ON THE ANNUAL REPORT ........................................................ 16 INDEPENDENT AUDITOR’S REPORT ........................................................................................ 17 MANAGEMENT ....................................................................................................................... 20 SHAREHOLDER INFORMATION ............................................................................................... 22 RISK MANAGEMENT ............................................................................................................... 24 COMPANY INFORMATION ...................................................................................................... 25 TERMS AND EXPLANATIONS ................................................................................................... 26 INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME ............................... 27 BALANCE SHEET ...................................................................................................................... 28 STATEMENT OF CHANGES IN EQUITY ..................................................................................... 29 CASH FLOW STATEMENTS ...................................................................................................... 30 NOTES ..................................................................................................................................... 32 GET IN TOUCH WITH FLUOGUIDE........................................................................................... 62
Page 3
ANNUAL REPORT 2025 3 FLUOGUIDE AT A GLANCE Oncology surgery Lighting up cancer uPAR targeted fluorescence Relevant for all solid cancers 3 positive clinical phase 2 results in different tumors ≈ 20 millions New patients diagnosed every year FDA clear IND of trial supporting registration FG001 in high grade glioma FluoGuide (Nasdaq: FLUO) 7,474 shareholders As of 31 December 2025 FG001 lead in high-grade glioma Focused on the U.S. Partnering with leading MedTech companies Non-exclusive partnerships
Page 4
ANNUAL REPORT 2025 4 CEO letter FROM CLINICAL PROMISE TO A CLEAR PATH TO APPROVAL 2025 was a defining year for FluoGuide. We evolved from a development-driven project into a focused and increasingly de-risked company with a clear regulatory path, strong industrial partnerships, and the organizational capabilities required for long-term value creation. FG001 is at the core of our progress. Across multiple indications, we have demonstrated that FG001 consistently lights up cancer, supports surgeons in removing more tumor tissue, and is well tolerated by patients. In 2025, our task was no longer to prove scientific relevance alone, but to tur n clinical promise into a robust, credible development and commercialization pathway. A clear and de-risked path to approval The most important milestone of the year was the regulatory clarity achieved for our lead indication, high-grade glioma (HGG) in the U.S. During the third quarter, we received alignment from the Food and Drug Administration (FDA) on the design of our U.S. Phase 2 trial supporting registration and on key elements of the subsequent Phase 3 program. This alignment was part of preparing the Investigational New Drug (IND) application for FG001 and provided the regulatory basis to initiate U.S. clinical trials. This significantly de-risks our regulatory strategy as we move toward a future NDA (New Drug Application) submission and marks a critical inflection point for the company. In parallel, we strengthened the foundation around the HGG program by securing support from leading neurosurgeons and surgical equipment manufacturers, and by reinforcing our organization with experienced profiles in clinical development, regulatory affairs, and commercialization. These actions reflect a deliberate shift toward company-wide execution. Strengthening the organization for execution Alongside our regulatory progress, we strengthened FluoGuide’s leadership and governance to support the transition into an execution-driven phase. In 2025, Donna Haire joined as Chief Operating Officer, adding senior experience in clinical development and regulatory execution, and Camilla Harder Hartvig joined the Board of Directors, strengthening the company’s commercial and strategic capabilities. Together, these changes support FluoGuide advancing toward registration and future commercialization. Expanding the value of FG001 beyond HGG While HGG remains our primary focus, we continue to expand the potential of FG001 across additional indications. Data presented during the year demonstrated FG001’s ability to light up the most common brain tumor (meningioma), as well as gliomas that has not destroyed the blood–brain barrier (presumable low-grade tumors). These results highlight FG001’s broad potential in brain tumors and its ability to visualize cancer tissue even when located behind the blood –brain barrier. In head and neck cancer, our phase 2 trial (CT-005) progressed, exploring not only surgical guidance but also real -time intraoperative assessment of image quality across multiple imaging systems. Together, t hese efforts have the potential to expand the number of patients who may benefit from FG001 and to strengthen the long -term commercial opportunity. Building an ecosystem for commercial success Our ambition is to build FG001 as a foundational component of the surgery of the future, where advanced imaging, workflow integration, and “With regulatory alignment, 2025 marked a defining year for us and we operate with clarity, confidence, and discipline towards an approval.” CEO Morten Albrechtsen
Page 5
ANNUAL REPORT 2025 5 precision technologies work together to improve outcomes in the operating room. During 2025, we expanded and deepened our partnerships with global MedTech leaders in preparation for integration in the head and neck clinical trial (CT -005). These collaborations are essential to ensure that FG001 can seamlessly be integrated across multiple surgical platforms and adopted at scale. Financial strength and long-term perspective In November, we raised SEK 104 million with minimal dilution, ensuring that FluoGuide is well financed to execute its development plans. Combined with disciplined cost management, this positions the company to reach key milestones while maintaining focus toward commercialization. 2025 also marked a shift in how we think about value creation. We are no longer building optionality alone; we are building a company with a clear roadmap, defined milestones, and a long - term perspective grounded in regulatory clarity, clinical evidence, and stakeholder alignment. 2026 outlook As we enter 2026, FluoGuide is positioned to advance with confidence. We have a de -risked lead program, a growing number of indications providing strategic optionality, strong partnerships, and a committed team focused on execution. Our mission remains unchanged: to maximize the outcomes of cancer surgery for patients. What has changed is our predictability to deliver on that mission – and to do it successfully. We would like to thank our shareholders for their continued support as we build FluoGuide into a company that delivers extraordinary value to patients and sustainable long-term value to our owners. I would also like to thank patients, partners, investigators, and employees for your continued trust and support. Morten Albrechtsen CEO, FluoGuide A/S
Page 6
ANNUAL REPORT 2025 6 Special topic IND SUBMISSION – A DE-RISKED PATH TO U.S. APPROVAL Regulatory alignment and preparing the U.S. Phase 2 trial supporting registration in high-grade glioma. What is the IND and why is it important? An Investigational New Drug (IND) application is required under U.S. regulations to initiate clinical trials of a new drug. For FluoGuide, the IND enables the initiation of the U.S. Phase 2 trial supporting registration in high -grade glioma (HGG), which is the first U.S. clinical trial conducted under the IND. The IND represents a critical step toward a future New Drug Application (NDA), which is required for U.S. marketing approval of FG001. Prior to the IND submission, FluoGuide held a pre- IND meeting with the U.S. Food and Drug Administration (FDA). During this process, the FDA reviewed a comprehensive development package covering work completed to date and the proposed plan going forward . This resulted in regulatory alignment of the development strategy. What is the Phase 2 trial supporting registration in high-grade glioma? The U.S. Phase 2 trial supporting registration in high-grade glioma (HGG) is planned as one of two clinical trials intended to support a future New Drug Application (NDA) , based on current interactions with the FDA. The formal endpoint is the complete resection (CR) rate, defined as the proportion of patients achieving CR, identified by contrast-enhanced MRI (T1, gadolinium) performed within 48 hours postoperatively. The trial is planned to include 4–6 clinical centers, partly to secure a smooth transition to the subsequent Phase 3 trial. Site selection has not yet been finalized, but discussions are very advanced. The planned number of patients is approximately 76 in Phase 2 and approximately 150 patients in Phase 3. Timing, patient numbers and other trial parameters are subject to trial results, the amount of safety data required to support an NDA, and equipment collaborations. How does the IND de-risk the path to approval? The IND establishes the regulatory framework for the U.S. development program. By defining the requirements, it increases predictability in the path toward NDA submission and potential U.S. approval of FG001. It also enables dialogue with the FDA throughout the development process, reducing uncertainty around regulatory expectations and supporting informed long -term planning. This clarity strengthens the foundation for the predictability of the overall execution. “The IND submission reflects rigorous end-to- end execution across regulatory, clinical and technical areas and sets a clear path toward U.S. registration trials in high-grade glioma.” COO Donna Haire
Page 7
ANNUAL REPORT 2025 7 2025 HIGHLIGHTS In 2025, FluoGuide reached several key clinical and regulatory milestones that further de-risk the path toward future U.S. approval. These milestones included advancement of FG001, strengthening the clinical evidence base and bringing us one step closer to our goal of improving precision in cancer surgery. With a clear clinical strategy and strong execution, we enter 2026 focused on further clinical progress and strengthen the foundation for long -term development planning as the company advances its program in the U.S. Link to PR Link to PR Link to PR Link to PR Link to PR Link to PR Link to PR 15.04 21.07 16.09 03.11 05.11 25.11 20.02 Enrolled the first patient in the Phase 2 clinical trial with FG001 in head and neck cancer. Entered a strategic collaboration with Olympus focusing on gathering a body of evidence on Olympus’ technology platforms. Received positive FDA feedback on FG001 in high grade glioma for both the IND submission and future NDA filing. Successfully raised SEK 104 million through a directed issue strengthening the financial foundation for ongoing clinical development. Strengthening leadership by appointing Donna Haire as Chief Operating Officer and Camilla Harder Hartvig to the Board of Directors. Entered a strategic collaboration with Zeiss focus is on tumor imaging and surgical margins assessment for head and neck cancer. FDA cleares the IND for FG001 to initiate first U.S. Phase 2 clinical trial supporting registration with FG001 in high grade glioma.
Page 8
ANNUAL REPORT 2025 8 Strategy 2026 - FROM DIRECTION TO EXECUTION FluoGuide’s strategy remains unchanged and focuses on advancing FG001 toward its first approval in the U.S. as an image agent to guide surgery of high -grade glioma (HGG) being one of the most aggressive type of cancers. The second priority is to broaden the use of FG001 across oral head and neck cancer and other brain tumors. These priorities are supported by strategic partnerships with surgical equipment manufacturers to accelerate clinical adoption and deepen commercial penetration. 1 World Health Organization. (2024, February 1). Global cancer burden growing, amidst mounting need for services. Retrieved from https://www.who.int/news/item/01-02-2024-global-cancer- burden-growing--amidst-mounting-need-for-services 2 MD Anderson Cancer Center. (2024). Surgery for cancer. Retrieved from https://www.mdanderson.org/treatment - options/surgery.html 3 Sullivan et al. “Global Cancer Surgery: Delivering Safe, Affordable, and Timely Cancer Surgery.” The Lancet Oncology 16, no. 11 (2015): 1193–224 FG001 has demonstrated positive results in its ability to light up malignant tissue during surgery in brain, head and neck, and lung cancers, and it is well-tolerated by all patients. FG001 binds to uPAR (urokinase-type plasminogen activator receptor) and scientific data suggests its broad potential across all solid tumor types. Potential market FluoGuide's lead product, FG001, targets a broad market, covering most of the solid tumors where precise surgical removal is essential. Each year, approximately 20 million people are diagnosed with cancer, of which around 60% will require surgery1 2, some more than once. FluoGuide aims to enhance surgical precision for these patients and provide additional treatment opportunities for the remaining 40% who are not currently offered surgery. The total number of surgical procedures where FG001 could make a difference is estimated 4 International Agency for Research on Cancer. (n.d.). Cancer Tomorrow: Estimated number of deaths in 2040, all cancers, worldwide, males, all ages. Global Cancer Observatory. Retrieved May 29, 2024, from https://gco.iarc.who.int/tomorrow/en/dataviz/tables?mode=canc er&group_populations=1&multiple_populations=0&cancers=20& populations=900 5 Habbous, S., Forster, K., Darling, G., Jerzak, K., Holloway, C. M. B., Sahgal, A., & Das, S. (2021). Incidence and real -world burden of brain metastases from solid tumors and hematologic malignancies to be more than 45 million annually in 2030 3. For brain tumor and head and neck cancer the near - term opportunity is approximately 640 thousand procedures per year and assuming the current pricing of the image agents this adds up to a blockbuster potential. High grade glioma (aggressive brain cancer FG001 has demonstrat ed clinical benefit during surgery of patients with HGG, as shown in the trial where all (12) patients (press release ) had additional cancerous tissue removed due to FG001’s guidance. High-grade glioma remains a major challenge, with over 90-95% recurrence rate post-surgery 4 5 6 7 in Ontario: a population -based study. Current Oncology, 28(2), 1218-1229. https://doi.org/10.3390/curroncol28020057 6 Ostrom, Q. T., Cioffi, G., Gittleman, H., Patil, N., Waite, K., Kruchko, C., & Barnholtz -Sloan, J. S. (2019). CBTRUS Statistical Report: Primary brain and other central nervous system tumors diagnosed in the United States in 2012 –2016. Neuro-Oncology, 21(Suppl 5), v1–v100. https://doi.org/10.1093/neuonc/noz150 7 Ivy Brain Tumor Center. (2023, February 24). Brain tumor recurrence. Retrieved from https://www.ivybraintumorcenter.org/blog/brain-tumor- recurrence/ Our mission is to maximize outcomes for cancer patients by enabling surgeons to remove cancer more accurately.
Page 9
ANNUAL REPORT 2025 9 In 2025, FluoGuide obtained alignment with the U.S. FDA to the design of the trials supporting registration for FG001 as an intraoperative imaging agent in HGG. Key 2026 milestones include initiation of the first trial in the U.S. supporting registration and enrollment of first patient during H1 2026. The long-term objective is to obtain the first drug approval of FG001 in the U.S. Brain tumor There are estimated 2.8 million patients diagnosed with primary and secondary brain tumor diagnoses annually where HGG constitutes only approx. 5%. The remaining 95% of other brain tumors include meningioma (most frequent brain tumor), low grade glioma, metastases to the brain from different cancers such as breast , skin and lung cancers. Surgery is offered to most of those patients. All patients with a brain tumor offered surgery desire precision and could benefit from an intraoperative imaging agent. The positive preliminary data presented in 2025 demonstrated FG001’s capability to light up meningioma and presumed Low-Grade Glioma pointing to FG001 as the imaging agent that potentially could have broad application for use in brain tumor surgery. 8 Gal TJ et al. Treatment trends in oropharyngeal carcinoma: Surgical technology meets the epidemic. Oral Oncology, Vol 97, 2019, p 62-68 The positive data in patients with presumed Low- Grade Glioma is important for all patients with glioma, including high-grade glioma as it points on FG001 passing the blood brain barrier which is essential for it to illuminate high -grade glioma hidden behind the blood brain barrier. In 2025, positive interim data was published from the ongoing investigator -initiated clinical trial (IIT-001) in patients with meningioma and presumed Low-Grade Glioma. During 2026 FluoGuide anticipates initiating enrollment of the remaining 10 patients with presumed Low-Grade Glioma. Oral head and neck cancer Head and neck cancers affect approximately 950,000 people worldwide each year, with an estimated 40% of patients requiring surgery 8 9. FG001's high -precision visualization capabilities aims to improve surgical resection, potentially reducing the need for additional treatments such as chemo-radiotherapy and the associated adverse effects. FG001 has been well tolerated in clinical studies, supporting its potential use across multiple cancer types. In head and neck cancer (Oral Squamous Cell Carcinoma), FG001 completed a phase II trial (CT - 003) in the EU, successfully lighting up cancerous 9 Cramer JD et al. The changing therapeutic landscape of head and neck cancer. Nat. Rev. Clin. Oncol. 16, 669–683 (2019) tissues in all 16 patients. The ongoing Phase 2 clinical trial (CT -005) in the Netherlands of FG001 in head and neck cancer investigates several clinical endpoints as well as multiple types of surgical imaging equipment. The trial has a two-phased design, which includes 15 patients in a dose finding phase where the optimal dose is defined and includes many endpoints and assessment s of multiple imaging equipment types, with an option to expand with an additional 5 patients. The second phase includes 10 patients investigating the optimal time of administering FG001. The regulatory and partnering planning can be initiated when the first phase of 15 patients is completed. In 2025, FluoGuide initiated the first part of the Phase 2 trial enrolling 15 patients and providing the basis for planning the path to regulatory approval and partnering. Key 202 6 milestones include reporting interim data from the first part of the trial from the 15 patients Partnerships Since FG001 is visualized using intraoperative imaging equipment, surgical imaging equipment manufacturers play a key role in its application. The interface between FG001 and the surgical imaging
Page 10
ANNUAL REPORT 2025 10 equipment presents a significant opportunity for synergies, enabling better surgery for more patients with cancer. These partnerships include manufacturers of microscopes, endoscopes, open- field cameras, surgical robots, and excised specimen imaging equipment – creating broad collaboration opportunities for FluoGuide. FluoGuide has partnered with major MedTech companies representing the different categories of surgical equipment such as robots, microscopes and endoscopes to optimize and prepare integration of FG001 with their different surgical systems. The basis for future integration is laid out in the ongoing oral head and neck clinical trial (CT- 005). These collaborations also evaluate the integration of FG001 and the partner’s technology. They are mutually non-exclusive partnerships at this stage. FluoGuide believes the key direct benefit of these collaborations provide a faster and deeper penetration of FG001 into head and neck surgery market. The indirect benefits go far beyond, by potentially expanding into other indications as well as making better combined offering s to surgeons and expanding treatment options for patients with cancer. During 2025, we initiated the clinical phase of partnerships with Intuitive Surgical, Olympus, Zeiss and SurgVision. During 2026, FluoGuide anticipates the formation of an additional strategic partnership to 10 Simón M, Jørgensen, JT, Juhl, K, Kjaer, A (2021) The use of a uPAR-targeted probe for photothermal cancer therapy prolongs complement the first phase of the partnering and preparing for deepe ning the partnerships supporting the company’s long-term objective to commercialization of FG001. Photosensitizer Beyond enhancing surgical precision, FG001 also has photosensitizer properties 10, enabling it to actively destroy cancer cells when exposed to specific light demonstrated in pre -clinical models via two potential mechanisms ; Photothermal therapy (PTT) – FG001 heats up and burns cancer cells and Photodynamic therapy (PDT) – FG001 triggers a reaction that produces toxic molecules deadly to cancer cells. A major advantage of FG001 as a photosensitizer is its potential for high precision, making it suitable for treating tumors that are difficult to remove surgically or those embedded in critical structures such as brain and head and neck region. FG001’s therapeutic potential extends to most solid cancer types. During 2025, we obtained data on the therapeutic property (PTT) of FG001 while the PDT therapy property remains to be concluded. The PTT will be a stand -alone development program not integrated directly into the HGG development. A key milestone for 2026 is to determine the optimization use of FG001 and the laser system in survival in a xenograft mouse model of glioblastoma , Oncotarget, 12(14):1366-1376. doi: 10.18632/oncotarget.28013 pre-clinical models and to present a plan for further development. Intellectual property protection FluoGuide has established strong protection related to FG001 and, more broadly, uPAR targeted cancer imaging agents in general. Several patent families contribute to the protection of FG001. The first filed patent family, issued in the US and EU, last unti l 2035. Additional patent families have been filed and are being processed around the world and is expected to prolong the protection until 2040. FluoGuide has been granted an orphan designation in the US for FG001 as a diagnostic for the management of malignant glioma which provides potential additional market exclusivity for seven years after approval. During 2025, additional patent applications were submitted to further strengthen the IP protection beyond 2040. More information More information can be found on our website: www.fluoguide.com
Page 11
ANNUAL REPORT 2025 11 2026 OUTLOOK Strategic Area Ongoing tasks 2026 Milestones Long term objectives Brain FG001 - guiding surgery of High-Grade Glioma (HGG) Execute trials supporting the NDA in the U.S. for FG001 in the lead indication ✓ H1: Submission of IND for first trial in U.S. supporting registration H1: First patient enrolled in U.S. Phase 2 trial for HGG First approval of FG001 in U.S. FG001 - guiding surgery of additional brain tumors Potential: x20 # patients compared to HGG alone Evaluate additional indications, clinical benefit endpoints and image system optimization in brain tumor surgery H1: Initiate enrollment of the remaining 10 patients with presumable low-grade- glioma (investigator-initiated trial) H2: Interim result of low-grade glioma H2: FluoGuide brain tumor plan presentation Expand FG001 indication to target a larger part of the brain tumor market where currently no imaging agents are approved – helping more patients FG001 - photosensitizer therapy Potential: x20 in price compared to guided surgery Evaluating and optimizing the photothermal and photodynamic effect of FG001 used in treatment of cancer in the hand of the surgeon. H2: Optimizing use of FG001 and the laser system in pre-clinical models. The treatment claim will not be part of the lead indication for HGG. Plans to be presented Expand FG001 as a photosensitizer to address another large unmet medical need and broaden market potential Head and neck FG001 - guiding surgery of oral head and neck cancer Evaluate multiple clinical benefit endpoints for use in registration trial(s) together with different intraoperative image systems H1: Interim result of 15 patients (first phase of CT-005) H2: Interim result for additional 10 patients (second phase of CT-005) exploring the timing of dosing First approval of FG001 in oral head and neck cancer Expand FG001 indication to large market for oral head and neck cancer where currently no intraoperative imaging agents are approved Partnering Partnerships for FG001 Completing the first round of partnering H2: 1 additional partnership Facilitate commercialization with support from partner(s)
Page 12
ANNUAL REPORT 2025 12 ’FGS’ Fluorescence guided surgery Abbreviation Indication Status CT-005 OSCC (head & neck) Ongoing CT-006 HGG (brain) IND green light IIT-001 Meningioma and LGG (brain) Ongoing FG001 is an uPAR target imaging agent designed to work with any standard intraoperative imaging device FG001 PIPELINE
Page 13
ANNUAL REPORT 2025 13 FINANCIAL HIGHLIGHTS AND KEY FIGURES KEY FIGURES 2025 2024 2023 2022 2021 DKK thousand Income statement Other operating income 220 385 423 6,511 9,613 Other external expenses -23,980 -17,709 -29,234 -24,099 -20,593 Staff expenses -15,504 -15,259 -14,848 -14,623 -17,671 Depreciation and amortization -558 -456 -265 -251 -158 Income/(Loss) before interest and tax (EBIT) -39,822 -33,040 -43,924 -32,461 -28,809 Net financial items -5,137 -1,419 47 -379 -461 Income/(Loss) before tax -44,959 -34,459 -43,877 -32,840 -29,270 Tax on income for the year 5,500 5,500 5,500 5,500 5,500 Net result for the year -39,459 -28,959 -38,377 -27,340 -23,770 Balance sheet Non-current assets 1,548 1,877 1,346 726 485 Current assets 86,744 26,503 28,263 34,894 52,824 Total assets 88,292 28,380 29,609 35,620 53,309 Equity 54,528 23,067 12,720 31,969 38,701 Non-current liabilities 28,038 395 623 0 0 Current liabilities 5,727 4,918 16,889 3,652 14,608 Cash flow statement Cash and cash equivalents 48,785 18,608 21,668 26,013 46,758 Cash flow from: Operating activities -36,957 -29,152 -31,809 -37,645 -15,062 Investing activities -29,904 -987 -37 -117 0 Financing activities 97,038 27,080 27,500 17,018 51,183 The period’s cash flow 30,176 -3,059 -4,345 -20,745 36,121 Key ratios Equity share (solvency ratio) 62% 81% 43% 90% 73% Earnings per share (DKK) -2.81 -2.23 -3.22 -2.33 -2.15
Page 14
ANNUAL REPORT 2025 14 FINANCIAL DEVELOPMENT Figures in ‘()’ refer to the same period last year. Operating income & Other operating income For the period January 1 – December 31, 2025, the Operating income amounted to DKK 0 (DKK 0). Other operating income amounted to DKK 220 thousand (DKK 385 thousand) and comprised of the income relating to the part of incurred costs covered by Danish Innovation Fund (Innovationsfonden) regarding project FluoCure. Other external expenses In 2025, other external expenses amounted to DKK 23,980 thousand (DKK 17,709 thousand) and comprised: • Research & development costs including IP but excluding salaries DKK 18,509 thousand (DKK 12,075 thousand) • Sales & marketing costs of DKK 441 thousand (DKK 600 thousand) • General & Admin costs of DKK 5,030 thousand (DKK 5,034 thousand). The increase in Research & Development costs is due to the timing of the clinical trials. In 2025 the clinical trial in head and neck cancer initiated enrolling and regulatory work on the pre-IND and the IND was also kicked off . Whilst in 2024 no clinical trials were enrolling and instead the study reports from three clinical trials were finalized (CT001 – CT003). The decrease in Sales & marketing costs is primarily related to less spending in Market research. Staff expenses Staff expenses for the year amounted to DKK 15,504 thousand (DKK 15,259 thousand) and comprised: • Wages and salaries including bonus and Board fee’s DKK 12,500 thousand (DKK 12,596 thousand) • Employee share schemes DKK 1,205 thousand (DKK 2,021 thousand) • Other staff and social security costs including pension DKK 1,799 thousand (DKK 642 thousand). Pension contribution from the Company was introduced during 2024. In 202 5 the average number of full -time employees was 6.7 (7.8). Financial items Financial income and expenses reflect interest income/expense and currency transaction gains/losses, bank charges and interest. In 2025, the financial income amounted to DKK 50 thousand (DKK 101 thousand). In 2025, the financial expenses amounted to DKK 5,187 thousand (DKK 1, 520 thousand) primarily due to interest in connection with the prolonged (April 2027) credit facility of SEK 40 million. Tax In 2025, deferred tax related to tax credits from investments in research & development amounted to DKK 5,500 thousand (DKK 5,500 thousand). Once approved by the Tax authorities the tax credit is paid out in cash in fourth quarter for the previous calendar year (equal to fiscal year for FluoGuide). The paid -out tax credit is capped at DKK 5,500 thousand annually. Net result for the year In 2025, the net result showed a loss of DKK 39,459 thousand (loss of DKK 28,959 thousand) each reflecting the mix of variances described above. The result was in accordance with the Company’s expectations for the period. Balance sheet As of December 31 , 2025, the Company’s total assets were DKK 88,292 thousand (DKK 28,380 thousand).
Page 15
ANNUAL REPORT 2025 15 The assets primarily consist of securities, cash and cash equivalents from the capital raise in November 2025 and a tax benefit related to tax credits derived from investments in research & development in 2025. The liabilities primarily consist of the drawn credit facility of SEK 40 ,000 thousand - equal to DKK 27,616 thousand. Securities, c ash and cash equiva - lents As of December 31, 202 5, FluoGuide’s balance of securities, cash and cash equivalents totaled DKK 78,799 thousand (DKK 18,608 thousand). The cash of DKK 48,785 thousand is partly deposited at one Danish bank and partly through money market deposits. The securities amounting to DKK 30,015 thousand is placed in Danish securities that matures in July 2026. As a development stage start -up life -science company, and like other similar development stage companies, the Company expects negative cash flow in 2025 from operating activities. The company is dependent on being financed via capital injections or by way of selling rights to its products against cash until reaching the point where the size of the revenue surpasses the costs, resulting in a positive cash flow. The activities of the company in the future will depend on proceeds obtained from capital increases, sales of rights, loans and so forth. Equity The total equity on December 31, 2025, amounted to DKK 54,528 thousand (DKK 23,067 thousand). The change in equity is primarily due to the realized net loss of DKK 39,459 thousand in the period January 1 – December 31, 2025, off-set by the capital raise in November 2025 of DKK 70,366 thousand. As of December 31, 2025, the solvency ratio was 62 percent (81 percent). Current and non-current liabilities As of December 31, 202 5, the current liabilities amounted to DKK 5,727 thousand (DKK 4,918 thousand). The current liabilities primarily consist of payables of DKK 5,054 thousand (DKK 4,048 thousand). The non-current liabilities as of December 31, 2025, amounted to DKK 28,038, and primarily consisted of the drawn credit facility of DKK 27,616 thousand (DKK 0). Subsequent events On January 21, 2026, the Company submitted an IND for FG001 to initiate first U.S. trial supporting registration. On February 20, 2026, FDA cleares the IND. Except as noted above, there have been no significant events between December 31, 2025, and the date of approval of these financial statements that would require a change to or additional disclosure in the financial statements.
Page 16
ANNUAL REPORT 2025 16 MANAGEMENT STATEMENT ON THE ANNUAL REPORT The Board of Directors and the Executive Management have today considered and adopted the Annual Report of FluoGuide A/S for the fiscal year January 1 – December 31, 2025. The Financial Statements have been prepared in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act for annual reports of class B companies. Management’s Review has been prepared in accordance with the Danish Financial Statements Act. In our opinion, the Financial Statements give a true and fair view of the financial position on December 31, 202 5, of the Company and of the results of the Company operations and cash flows for the financial year January 1 – December 31, 2025. In our opinion, Management’s Review includes a true and fair account of the development in the operations and financial circumstances of the Company, of the results for the year and of the financial position of the Company as well as a description of the most significant risks and elements of uncertainty facing the Company. We recommend that the Annual Report be adopted at the Annual General Meeting. Copenhagen, February 25, 2026 Executive Management: Morten Albrechtsen Ole Larsen CEO CFO Board of Directors: Peter Mørch Eriksen Mats Thorén Michael Engsig Chair Vice chair Camilla Harder Hartvig Andreas Kjær
Page 17
ANNUAL REPORT 2025 17 INDEPENDENT AUDITOR’S REPORT To the shareholders of FluoGuide A/S Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company on 31 December 202 5, and of the results of the Company’s operations and cash flows for the financial year 1 January - 31 December 202 5 in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. We have audited the Financial Statements of FluoGuide A/S for the financial year 1 January - 31 December 202 5, which comprise income statement and statement of comprehensive income, balance sheet, statement of changes in equity, statement of cash flows, and notes, including material accounting policy information (“financial statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements 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 in accordance with the International Ethics Standards Board for Accountant s’ International Code of Ethics for Professional Accountants (IESBA Code) and the a dditional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Statement on Management’s Review Management is responsible for Management’s Review. Our opinion on the financial statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the financial statements, or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, in our view, Management’s Review is in accordance with the Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstate ment in Management’s Review. Management’s Responsibilities for the Financial Statements Management is responsible for the preparation of Financial Statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements
Page 18
ANNUAL REPORT 2025 18 Act, 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 ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing th e financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements 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 and the ad ditional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. • Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cas t significant doubt on the Company’s ability to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure, and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.
Page 19
ANNUAL REPORT 2025 19 We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Hellerup, 25 February 2026 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR No 33 77 12 31 __________________________________________ Allan Knudsen State Authorised Public Accountant Mne29465
Page 20
ANNUAL REPORT 2025 20 MANAGEMENT Board of Directors Peter Mørch Eriksen – Chair of the Board since 2021 Peter has over 25 years of international experience in the medtech and life science sectors. He is currently focusing on Board leaderships and serves as Chairman of Monsenso A/S and AptaShape ApS. Peter previously held senior roles as CEO of BioPorto A/S and at Medtronic in both the U.S. and Denmark, including Vice President. Peter has a strong track record in driving growth, leading restructurings, and securing funding in complex, technology -driven organizations. With a background in accounting and executive management training, he combines financial expertise with strategic leadership. He is Director of PME Holding ApS and is a member of the Medical Device and Diagnostics Advisory Committee at Cincinnati Children’s Hospital Medical Center. Mats Thorén – Vice-Chair of the Board since 2022 Mats brings 25 years of financial market experience, specializing in healthcare through roles in equity analysis and corporate finance. He has spent 20 years as a Healthcare investment expert, working with firms like Nalka Life Science AB and MedCap AB, an d now leads Vixco Capital. Mats holds board positions at Xbrane BioPharma AB, Arcoma AB, Herantis Pharma Oy, BioPorto A/S and C-Rad AB with past board roles at Duocort AB, Cellartis AB, and others. His educational background includes Economics, focusing on Accounting and Financial Economics, and medical studies at the Karolinska Institute in Stockholm. Michael Engsig – Board member since 2023 Michael has extensive experience within the pharmaceutical industry with 20+ years of experience in both foreign capital markets and publicly listed companies. This includes a successful track record in general management, R&D, and commercial functions. Since 2019 Michael has been CEO at Nykode Therapeutics, Norway. Michael holds a M.Sc. in chemistry with a specialization in biotechnology from the Technical University of Denmark (DTU) and a graduate diploma in Business Administration (HD) from Copenhagen Business School (CBS). Camilla Harder Hartvig – Board member since 2025 Camilla has 30 years of operational and strategic commercial experience within the worldwide lifescience industry. She has lived abroad for most of her career, only returning to Denmark in 2023. Her most recent roles were as EVP, CCO in Ascendis Pharma in Copenhagen; EVP, CCO in Theramex Ltd based in London and before that SVP for the International region in Alexion Pharmaceuticals based out of Zurich. Camilla has launched numerous products worldwide, most notably as the VP Global Marketing for AstraZeneca. She has served on boards for more than a decade, in leading companies like Danish Crown and CWorldWide and currently sits on the board of Goddess Gaia Ventures (London), MagCath ApS and Biobridge Partners in Copenhagen. She is a member of the female inves tor group Angella Invest and is currently enrolled in their Angel and Venture Capital Investor Accelerator Programme. Camilla holds a MBSc in economics and business administration - international marketing and management from CBS, a CEMS MIM from HEC in Paris and board educations from Harvard and INSEAD. Andreas Kjær – Board member since 2018 Andreas is an MD, PhD, DMSc, and professor at the University of Copenhagen as well as chief physician at Rigshospitalet, the National University Hospital of Denmark. His research is focused on molecular imaging with PET, PET/MRI and optical probes in cancer and cardiovascular disease and his achievements include development of several new tracers that have reached first -in-humans clinical use. He is the holder of an ERC Advanced Grant, has published 700 peer -review articles, and has received multiple prestigious scientific awards throughout the years. Andreas also holds an MBA from Copenhagen Business School.
Page 21
ANNUAL REPORT 2025 21 Executive Management Morten Albrechtsen – CEO since 2018 Morten Albrechtsen is an MD and BBA (HD’ in marketing, CBS). Morten is a seasoned entrepreneur with a strong medical, commercial, and financial background. The expertise is gained within a broad range of therapeutic areas and with both drugs and devices. Morten has developed and launched new health care products and concepts internationally, e.g. in Nycomed Pharma, now Takeda Pharmaceuticals Ltd., Nanovi A/S and Boehringer Ingelheim GmbH. Ole Larsen – CFO since 2023 Ole Larsen holds a M.Sc. and is an experienced CFO with a strong history of working in various industries in both listed and unlisted companies, including Bavarian Nordic, BioPorto, Nordisk Film, and Berlingske Tidende. Ole is skilled in growth/start -ups, M&A and Corporate Finance, and has a finance professional background with a M.Sc. focused on Economics from Copenhagen Business School. Corporate Management Donna Haire – COO since 2025 Donna Haire is an accomplished board director and Chief Executive Officer of The Eriah Group, Inc., a global consulting firm specializing in turn -key R&D operations, including regulatory, quality, clinical, and medical affairs for drugs, biologics, medical devices, in vitro diagnostics, and combination products. With over 30 years of leadership experience in healthcare, pharmaceuticals, and medical devices, she has a proven track record of designing, developing, and successfully commercializing innovative products. Donna currently serves on the boards of BioPorto A/S and Sedana Medical AB. Her previous executive roles include Executive Vice President of Regulatory and Quality at On Target Laboratories, Vice President, Head of Medical Care Global Regulatory A ffairs at Bayer, and Senior Vice President of Regulatory, Quality, Clinical, and Medical Affairs at AngioDynamics. She held senior leadership roles at Philips Healthcare, Medtronic, and STERIS, and was appointed as a U.S. regulatory expert to lead international trade negotiations. She served on AdvaMed’s Technical and Regulatory Board Committee and was an Adjunct Professor at the University of Akron School of Law. Donna holds an M.S. in Biology from Cleveland State University and a B.S. in Biology from The University of Akron. Andreas Kjær – CSO since 2018 Andreas is an MD, PhD, DMSc, and professor at the University of Copenhagen as well as chief physician at Rigshospitalet, the National University Hospital of Denmark. His research is focused on molecular imaging with PET, PET/MRI and optical probes in cancer and cardiovascular disease and his achievements include development of several new tracers that have reached first-in-humans clinical use. He is the holder of an ERC Advanced Grant, has published 700 peer-review articles, and has received multiple prestigious scientific awards throughout the years. Andreas also holds an MBA from Copenhagen Business School. Grethe Nørskov Rasmussen – CDO since 2019 Grethe Nørskov Rasmussen holds a M.Sc. and PhD. Grethe Rasmussen is an experienced product developer with a profound understanding of CMC and former Senior Vice President Product Development at Ascendis Pharma A/S, where she worked for over 10 years. Previously, Grethe served as Vice President for Protein Science at Maxygen, Inc. and later as Managing Director for the Danish subsidiary of Maxygen. Prior to joining Maxygen, Grethe held various positions at Novo Nordisk A/S, a global healthcare company, where she contributed to research and development. Grethe holds a PhD in Biochemistry from the Danish Technical University.
Page 22
ANNUAL REPORT 2025 22 SHAREHOLDER INFORMATION The share FluoGuide is listed on Nasdaq First North Growth Market Sweden. The trading name is FLUO, and the ISIN-code is DK0061123312. By January 1, 2025, FluoGuide’s share capital amounted to SEK 1,362,014.90 divided into 13,620,149 shares of nominal value SEK 0.10 each. There is only one class of shares, and each share represents one vote. On November 3, 2025, the Company executed a Directed Issue of 2,729,164 shares resulting in a Capital raise of SEK 104 million (DKK 71 million). The new shares were issued and listed for trading on Nasdaq First North Growth Market, Stockholm on November 17, 2025. As of December 31, 2025, FluoGuide’s share capital amounted to 1,634,931.30 divided into 16,349,313 shares of nominal value SEK 0.10 each. At year -end, FluoGuide’s market capitalization was SEK 561 million against SEK 533 million at the end of 2024. Share price performance in 2025 At year-end, the closing price for FluoGuide shares on Nasdaq First North Growth Market, Sweden was SEK 34.30 – down 12.4% since year-end 2024. During the same period, the First North Health Care GI decreased by 26.9%. The total trading volume of FluoGuide shares on Nasdaq First North Growth Market, Sweden was 1,867,038 in 2025 (2,287,492 in 2024) equivalent to 13.3% of the average number of shares in 2025 (17.6% in 2024).
Page 23
ANNUAL REPORT 2025 23 Ownership Based on the available information as of December 31, 202 5, FluoGuide had 7,474 registered shareholders compared to 7,893 by the end of 2024 . The 20 largest shareholders owned 71.2% (72.7%) of the share capital. FluoGuide has no majority shareholders. Shareholders owning more than 20% in FluoGuide according to the latest shareholding notifications are: • Life Science ApS, a company owned by Board Member, CSO Andreas Kjær and (CEO Morten Albrechtsen (22.1%) Shareholders owning more than 5% in FluoGuide according to the latest shareholding notifications are: • Linc AB • Arbejdernes Landsbank A/S • 3F • Fødevareforbundet NNF • Dansk Metal Management and the Board of Directors own 24.9% of the total amount of outstanding shares after the issuance of new shares in connection with the capital increase. Compared to 29.9% on December 31, 2024. The number of shares is always defined, however there is no complete record at any given time of all shareholders and their ownership. Warrants FluoGuide has established incentive programs for its employees, management, and Board. On November 3, 202 5, the Board of Directors of FluoGuide exercised its authorization to issue new warrants by issuing 161,500 warrants to management and employees and 37,500 warrants to the Board of Directors. On December 31, 2025, the total number of outstanding warrants is 722,800, equal to a dilution of the current share capital of 4.2% if exercised. A total of six warrant programs is issued to ensure alignment of interests between the Company’s employees, management, Board of Directors, and shareholders. The Company believes that the issue of warrants will provide motivation for the achievement of FluoGuide’s short-term and long- term goals to support the Company’s business strategy, sustainability, and value creation for the benefit of shareholders Please see note 5. Financial calendar 2026 AGM 25 March 2026 Q1 report 2026 27 May 2026 Q2 report 2026 25 August 2026 Q3 report 2026 26 November 2026 All financial reports are available on FluoGuide’s company page: www.fluoguide.com/investor/financial-reports. Proposed appropriation of retained earnings The Board of Directors have proposed that no dividend is paid out for the fiscal year, January 1, 2025 – December 31, 2025.
Page 24
ANNUAL REPORT 2025 24 RISK MANAGEMENT FluoGuide A/S operates as a clinical -stage biotechnology company in a highly regulated environment. Risk management is therefore an integral part of the Company’s governance and supports the execution of its strategy and clinical development plans. Risks are identified, assessed, and managed on an ongoing basis and are considered in connection with strategic planning, budgeting, clinical trial execution, and financing activities. Risk assessments focus on both the likelihood of occurrence and the pot ential impact on the Company. The Board of Directors has overall responsibility for risk oversight. Executive Management is responsible for the day-to-day management of risks and reports material risks to the Board as part of regular business reviews. Key operational risks Risk area Description Impact Mitigating actions Clinical development and regulatory approval Financing and liquidity Technology integration and partnerships Intellectual property and competitive environment Key personnel and organizational capacity Commercialization and launch FluoGuide depends on a limited number of highly specialized employees and external consultants. Loss of key personnel or difficulties in attracting talent could impact execution. Mitigated through retention initiatives, knowledge sharing, succession planning, and use of external expertise. The Company's value creation is dependant on its ability to effectively commercialize and launch FG001 and secure a deep market penetration. Mitigated through partnerships with MedTech companies with large(r) market share who supports market entry and ensure smooth integration in surgical workflows. A failed or unseccessful launch could reduce the commercial potential and reduce interest for FG001 from partners for other cancer indications. FluoGuide’s imaging agents must function seamlessly with surgical imaging systems. Delays or technical challenges in partner integrations could affect clinical execution and future adoption. Mitigated through early technical collaboration with imaging partners, platform-agnostic development, and validation across multiple systems. The Company’s value creation depends on its ability to protect its technology and maintain a competitive position. Failure to obtain or defend intellectual property rights, or rapid technological advances by competitors, could reduce commercial potential. Mitigated through active patent portfolio management, freedom-to-operate analyses, and monitoring of the competitive landscape. FluoGuide is dependent on the successful execution of clinical studies and regulatory interactions. Clinical setbacks, delays in patient recruitment, or requests for additional data from regulatory authorities could delay development timelines or increase costs. Mitigated through early and ongoing dialogue with regulatory authorities, careful trial design, use of experienced CROs, and continuous monitoring of safety and enrollment data. As a clinical-stage company without product revenues, FluoGuide relies on external financing to fund its operations. Adverse market conditions or higher- than-expected development costs could impact the Company’s ability to raise capital on acceptable terms. Mitigated through disciplined cost management, rolling cash runway assessments, and active evaluation of financing and partnering opportunities. High Impact Low High Likelihood
Page 25
ANNUAL REPORT 2025 25 COMPANY INFORMATION The Company FluoGuide A/S Company address: Postal address: Titanhus, Titangade 9-13 Ole Maaløes Vej 3 DK-2200 Copenhagen N DK-2200 Copenhagen N CVR no.: 39 29 64 38 Board of Directors Peter Mørch Eriksen (Chair) Mats Thorén (Vice-Chair) Michael Engsig Camilla Harder Hartvig (elected 24 November 2025) Andreas Kjær Executive Management Morten Albrechtsen, CEO Ole Larsen, CFO Auditors PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR-no. DK 33 77 12 31 NASDAQ FluoGuide is listed on Nasdaq First North Growth Market, Sweden (FLUO).
Page 26
ANNUAL REPORT 2025 26 Terms and Explanations Term Explanation Blood-brain barrier (BBB) Protective barrier protecting the nerve system, including the brain from toxic drugs circulating in the blood. Brain tumor Abnormal growth of cells in the brain. Clinical Trial Application (CTA) Request European regulators to begin human trials. Cmax The highest blood (serum) level a drug reaches after dosing. Extent of resection (EOR) Percent of the tumor removed; higher is better. FG001 Our lead product. A targeted imaging agent that makes tumor light up during surgery. Fluorescent guided surgery (FGS) Surgery that uses image agent lighting up and cameras to help see cancer tissue. Glioblastoma multiforme (GBM) The most aggressive and common adult brain cancer (WHO grade IV glioma). Gross Total Resection (GTR) Removal of all visible tumor tissue. High-grade glioma (HGG) Aggressive, fast‑growing brain tumors (WHO grade III and IV glioma). Indocyanine Green (ICG) A dye that glows under near‑infrared light but is not tumor‑specific. Approved for vascular visualization Investigational New Drug application (IND) Request to FDA to begin human trials in the U.S. Meningioma Often (80-90%) benign tumor that forms in the meninges, the protective layers of tissue that cover the brain and spinal cord. Near-infrared (NIR) Light that penetrates tissue well and visible by digital camaras. Neurosurgery Surgery involving the brain or nervous system. New Drug Application (NDA) Request to FDA to approve a drug for sale. Orphan Drug Designation Regulatory benefits for drugs targeting rare diseases. Phase I, 2a, 2b, 3 trials Progressive stages testing clinical safety, effectiveness, and comparison to standard care. Photodynamic therapy (PDT) Using light‑activated drugs to kill cancer cells chemically. Photothermal therapy (PTT) Using light to heat and kill cancer cells. Positive / Negative predictive value Accuracy parameters of a test, indicating how likely positive or negative results truly indicate disease status, respectively. Proof-of-concept Early evidence showing treatment works. Recurrent glioblastoma Glioblastoma that returns after treatment. Residual tumor Tumor left behind after surgery. Sensitivity / Specificity Accuracy parameters of a test, indicating how well a test detects disease or excludes disease, respectively. Surgical resection Removal of tumor tissue during surgery. Survival benefit Improved lifespan gained from a treatment. T½ (half-life) Time for drug levels in the body to decrease to half the concentration. Tumor margin The border of supposed normal tissue surrounding tumor tissue after surgical removal. Tumor-to-background ratio How brightly the tumor lights up compared to normal tissue. urokinase-type plasminogen activator receptor (uPAR) A protein found on all cancer tissue and used to target tumor specific imaging. The list represents abbreviations and technical terms frequently used in the materials about FluoGuide.
Page 27
ANNUAL REPORT 2025 27 INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME 2025 2024 DKK thousand Note 1 Jan - 31 Dec 1 Jan - 31 Dec 3 Other operating income 220 385 Other external expenses -23,980 -17,709 4 Staff expenses -15,504 -15,259 Depreciation and amortization -558 -456 Income/(Loss) before interest and tax (EBIT) -39,822 -33,040 6 Financial income 50 101 6 Financial expenses -5,187 -1,520 Income/(Loss) before tax -44,959 -34,459 7 Tax on income for the year 5,500 5,500 Net result for the year -39,459 -28,959 Other comprehensive income for the year, net of tax 0 0 Total comprehensive income -39,459 -28,959 12 Basis and diluted earnings per share (DKK) -2.81 -2.23
Page 28
ANNUAL REPORT 2025 28 BALANCE SHEET ASSETS 2025 2024 DKK thousand 31 Dec 31 Dec Note Non-current assets 8 Acquired patents 378 378 9 Right of use assets 639 573 10 Tangible fixed assets 361 644 Deposits 170 281 Total non-current assets 1,548 1,877 Current assets Other receivables 424 446 7 Receivable corporate tax 5,500 5,500 Prepayments 2,021 1,949 11 Securities 30,015 0 Cash & cash equivalents 48,785 18,608 Total current assets 86,744 26,503 Total assets 88,292 28,380 EQUITY AND LIABILITIES 2025 2024 DKK thousand 31 Dec 31 Dec Note Equity Share capital 1,635 1,362 Share premium 0 0 Retained earnings 52,893 21,705 12 Total equity 54,528 23,067 Liabilities 14 Debt to credit institutions 27,616 0 13 Lease liabilities 422 395 Non-current liabilities 28,038 395 13 Lease liabilities 248 229 Trade payables 2,676 2,380 Other payables 2,379 1,668 Deferred income 424 642 Current liabilities 5,727 4,918 Total liabilities 33,764 5,313 Total equity and liabilities 88,292 28,380
Page 29
ANNUAL REPORT 2025 29 STATEMENT OF CHANGES IN EQUITY EQUITY Share capital Share premium Retained earnings Total equity DKK thousand Equity as of December 31, 2023 1,221 0 11,499 12,720 Total comprehensive income 2024 -28,959 -28,959 Capital increase 141 39,160 39,301 Expenses in connection with capital increase -2,016 -2,016 Employee share schemes – value of employee services 2,021 2,021 Transfer -39,160 39,160 0 Equity as of December 31, 2024 1,362 0 21,705 23,067 Total comprehensive income 2025 -39,459 -39,459 Capital increase 273 70,093 70,366 Expenses in connection with capital increase -650 -650 Employee share schemes – value of employee services 1,205 1,205 Transfer -70,093 70,093 0 Equity as of December 31, 2025 1,635 0 52,893 54,528
Page 30
ANNUAL REPORT 2025 30 CASH FLOW STATEMENTS CASH FLOW 2025 2024 DKK thousand Note 1 Jan - 31 Dec 1 Jan - 31 Dec Income before tax -44,959 -34,459 Net financial items reversed 5,137 1,419 16 Change in working capital 739 -2,670 Depreciation and amortization 558 456 5 Adjustment for non-cash employee benefits expense – share-based payments 1,205 2,021 Cash flows from operating activities before net financials -37,320 -33,233 Net financial items paid -5,137 -1,419 Tax credit received 5,500 5,500 Cash flows from operating activities -36,957 -29,152 Purchase of securities -30,015 0 Purchase of tangible assets 0 -850 Paid/repaid deposit 111 -137 Cash flows from investing activities -29,904 -987 Proceeds from capital increase 70,366 39,301 Proceeds from credit facility 27,616 -10,000 Principal elements of lease payments -294 -205 Costs related to capital increase -650 -2,016 Cash flows from financing activities 97,038 27,080 Total cash flows for the year 30,176 -3,059 Cash and cash equivalents as of January 1 18,608 21,668 Cash and cash equivalents as of December 31 48,785 18,608
Page 31
ANNUAL REPORT 2025 31 CASH FLOW STATEMENTS CONTINUED RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES 2025 2024 DKK thousand As per primo period 623 10,828 Repayment (negative)/Proceeds from credit facility 0 -10,000 New leases 894 0 Disposals of leases -605 0 Interest 61 56 Repayment -304 -261 As per December 31 669 623
Page 32
ANNUAL REPORT 2025 32 NOTES 1. Accounting policies 2. Capital resources and liquidity 3. Other operating income 4. Staff expenses 5. Warrants 6. Financial Income and Expenses 7. Tax 8. Intangible assets 9. Right of use of assets 10. Tangible fixed assets 11. Securities 12. Share capital 13. Lease Liabilities 14. Debt to credit institutions 15. Distribution of profit/loss for the year 16. Change in working capital 17. Financial risks and financial instruments 18. Related parties 19. Fees to Statutory Auditors 20. Operating lease commitments and other commitments 21. Events occurring after the balance sheet date
Page 33
ANNUAL REPORT 2025 33 Financial statements The financial statements of FluoGuide A/S for 2025 are the Company’s seventh financial year and are prepared in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act for annual reports of class B companies. New standards not yet effective There are no IFRSs or IFRIC interpretations that are not yet effective that are expected to have a material impact on the Company, except for IFRS 18 that may have an effect of the presentation of the financial statements. New and amended accounting standards and interpretations for 2025 The Company has adopted all new or amended accounting standards and interpretations (IFRS’s) issued by IASB and endorsed by the European Union effective for the accounting year 2025. The standard and amendment relevant to the Group is: • Amendments to IAS 21 Lack of Exchangeability, effective January 1, 2025 Management has assessed the impact of new or amended accounting standard and interpretation effective on or after 1 January 2025. It is assessed that application of amendments effective from 1 January 2025 has not had a material impact on the consolidated financial statements for 2025. Foreign currency translation On initial recognition, transactions in currencies other than the functional currency of the Company are recognized at the exchange rate applicable at the transaction date. Receivables, payables, and other monetary items denominated in foreign currency not settled at the balance sheet date are translated using the exchange rate applicable at the balance sheet date. Exchange rate differences between the exchange rate applicable at the transaction d ate and the exchange rate at the date of payment and the bala nce sheet date, respectively, are recognized in the income statement as net financials. Leases Lease assets are recognized at the commencement date of the contract if it is or contains a lease. Lease assets are recognized at cost less accumulated depreciation and impairment. Cost is defined as the lease liability adjusted for any lease payments made at or before the commencement date. Lease assets are depreciated on a straight-line basis over the lease term. Lease assets a re remeasured when the lease liability is impacted by reassessment of FluoGuide A/S is a limited liability company domiciled in Denmark. The Financial Statements have been prepared in accordance with IFRS Accounting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. Danish kroner (DKK) is the Company's presentation currency and functional currency. The financial statements are presented in Danish kroner thousand. 1. ACCOUNTING POLICIES
Page 34
ANNUAL REPORT 2025 34 lease terms, modifications to lease agreements, and when applying indexation or a rate. On initial recognition, lease liabilities are measured as the present value of future payments. The lease payments contain fixed payments, less any lease incentives receivable and variable lease payments that depend on an index or a rate. On subsequent recognition, lease liabilities are measured at amortized cost. Short-term lease expenses and low value assets are not recognized as part of lease liabilities. They are recognized in the income statement when incurred as an operating expense. Tax Tax for the year, consisting of current tax and changes in deferred tax, is recognized in the income statement with the portion attributable to tax on the profit or loss for the year, and directly in equity or in other comprehensive income with the portion attributable to amounts recognized directly in equity or in other comprehensive income, respectively. Current tax payables and receivables are recognized in the balance sheet as tax computed based on the taxable income for the year results in taxes to be paid or refunded. Current tax for the year is computed based on the tax rules and tax rates applicable at the balance sheet date. The tax credit is not considered as a subsidy as the paid-out tax credit reduces the Company´s tax loss carries forward. Deferred tax is recognized using the balance sheet liability method on the basis of all temporary differences between the carrying amounts and tax bases of assets and liabilities, except for deferred tax on temporary differences due to either initial recog nition of goodwill or initial recognition of a transaction that is not a business combination, and where the temporary difference ascertained at the time of initial recognition does not affect either the tax results or the taxable income. The deferred tax is calculated based on the planned use of the individual asset or settlement of the individual liability. Deferred tax is measured by applying the tax rules and tax rates expected to be applicable when the deferred tax is expected to crystallize as current tax. Any change in deferred tax because of changes in tax rules or rates is recognized in the income statement unless the deferred tax is attributable to transactions that have previously been recognized directly in equity or in other comprehensive income. In the latter case, the change is recognized directly in equity or in other comprehensive income, respectively. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognized in the balance sheet at the expected realizable value, either through offsetting against deferred tax liabilities or as a net tax asset for offsetting against future positive taxable incomes. An assessment is made on each balance sheet date of whether it is p robable that sufficient taxable income will be generated in future to enable utilization of the deferred tax assets. Statement of comprehensive income Other operating income Other income comprises income of a secondary nature in relation to the group’s activities, including grants and license income. Income from licenses that do not transfer the right of ownership to an intangible asset is recognized over time in accordance with the substance of the agreements. Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to cover. Other external expenses Other external expenses comprise expenses relating to administrative expenses, costs of premises, etc. as well as research & development costs. Research & development costs comprise external expenses relating to research & development work, clinical trials, clinical consultants, IP,
Page 35
ANNUAL REPORT 2025 35 patents, and external costs related to patent processing etc. excluding salaries. Staff expenses Staff expenses comprise wages, salaries, and bonuses as well as social security expenses, pensions for group staff, other staff -related expenses, and share -based payment compensation. Employee options Plan The fair value of warrants granted under the FluoGuide A/S’s Employee Option Plan is recognized as an employee benefits expense, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted: - including any market performance conditions (e.g. the entity’s share price) - excluding the impact of any service and non -market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and - including the impact of any non -vesting conditions ( e.g. the requirement for employees to save or hold shares for a specific period of time). The total expense is recognized over the vesting period, which is the period in which all the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non -market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. Depreciation Depreciation is recognized in the income statement on a straight-line basis over the estimated useful lives of the assets, reflecting the pattern in which the asset’s future economic benefits are expected to be consumed. The estimated useful lives, residual values and depreciation methods are reviewed at least at each reporting date and adjusted if appropriate. Typical useful lives applied by the Company are as follows: • Leasehold improvements: 3–5 years • Office equipment and fixtures: 3–5 years • Equipment for clinical development: 3 years Depreciation begins when the asset is ready for its intended use and continues until the asset is derecognized or classified as held for sale. Net financials Net financials comprise interest income and expenses, realized and unrealized gains and losses on transactions in foreign currency and realized and unrealized gains and losses on other financial assets. Amortization of borrowing costs relating to financial liabilities is recognized on an ongoing basis as part of the interest expenses. Earnings per share Basic net result per share is calculated as the net result for the year divided by the weighted average number of outstanding ordinary shares, excluding treasury shares. Diluted net result per share is calculated as the net result for the year divided by the weighted average number of outstanding ordinary shares, excluding treasury shares adjusted for the dilutive effect of share equivalents. As the income statement shows a net loss, no adjustments have been made for the dilutive effect. Balance sheet Acquired patents Acquired patents are measured in the balance sheet at the lower of cost less accumulated amortization and recoverable amount. Cost comprises the acquisition price, costs directly related to the acquisition and costs for preparation of the asset until such time as the asset is ready for use. The amortization is performed on a straight -line basis with no residual value over the per iod of validity starts
Page 36
ANNUAL REPORT 2025 36 when patent is taken into commercial use. Amortization methods, useful lives and residual values are reviewed every year. Right-of-use assets For right-of-use assets under leases (IFRS 16), the related lease asset is depreciated on a straight - line basis over the shorter of the lease term and the useful life of the underlying asset. The accounting for leases follows IFRS 16 (Leases), including the recognition of lease liabilities and right-of-use assets. Tangible fixed assets Property, plant and equipment are measured at cost on initial recognition. Cost comprises the purchase price and any direct attributable costs necessary to bring the asset to the location and condition required for it to be capable of operating in the manner intended by management. After initial recognition, property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The carrying amount of an item of property, plant and equipment is derecognized on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from derecognition (difference between net disposal proceeds and the carrying amount) is recognized in profit or loss when the asset is derecognized. At each reporting date, the carrying amounts of tangible assets are reviewed to determine whether there is any indication of impairment. Deposits Deposits are measured at cost. Deposits represent security deposits paid to lessors in connection with lease agreements for office premises or other leased assets. Receivables Receivables comprise trade receivables and other receivables. Receivables are included in the category loans and receivables. On initial recognition, receivables are measured at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognized at fair value and subsequently at amortized cost, which usually corresponds to the nominal value, less write-downs for bad debts. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all receivables. Prepayments Prepayments are measured at cost. Prepayments comprise expenditures that relate to subsequent periods. Cash and cash equivalents Cash includes deposits in bank accounts and money market deposits. Securities Bond investments which are held to collect the contractual cash flows and whose cash flows are solely payment of principal and interest are measured at amortized cost. Equity Direct and incremental costs associated with capital increases are accounted for as a reduction in the proceeds from the capital increase and recognized in shareholders’ equity. Debt to credit institutions Debt to credit institutions is recognized initially at fair value, net of transaction costs incurred. Debt to credit institutions is subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated income statement over the period of the debt using the effective interest method.
Page 37
ANNUAL REPORT 2025 37 Cash flow statement The cash flow statement shows cash flow from operating, investing, and financing activities as well as cash at the beginning and end of the year. Cash flow from operating activities are presented in accordance with the indirect method and are determined as the operating profit or loss adjusted for non-cash operating items, changes in working capital and paid financial income, financial expenses, and income tax. Cash flow from investing activities comprises payments in connection with the acquisition and sale of companies and financial assets as well as the purchase, development, improvement and sale of property, plant and equipment and intangible assets. Cash flow from financing activities comprises changes in the Company's share capital and associated costs as well as the raising and repayment of loans, the repayment of interest - bearing debt, the purchase and sale of treasury shares and the payment of dividends. Cash flow in currencies other than the functional currency are recognized in the cash flow statement using average exchange rates unless they deviate significantly from the actual exchange rates at the transaction dates. Cash and cash equivalents comprise cash less overdraft facilities that are an integrated part of the cash management. Financial highlights Explanation of financial ratios: Solvency ratio: Equity at year end x 100 Total assets at year end Earnings per share: Net result for the year Average numbers of outstanding shares Significant accounting estimates and judgements In connection with the preparation of the financial statements, the management performs accounting estimates and judgements that affect the recognized values of assets, liabilities, income, expenses, and cash flows as well as their presentation. Accounting estimates reflect the management's best estimates in terms of amounts where the measurement is subject to uncertainty, typically because the estimate is based on assumptions concerning future events. The accounting estimates are based on historical experience and other assumptions deemed relevant, but the actual results may, naturally, deviate from the estimates made. The estimates are regularly reassessed, and the effect of changes is recognized in the consolidated financial statements. Accounting judgements reflect decisions made by the management as to how the accounting policies are applied in specific situations where the accounting treatment depends on qualitative assessments. Examples could be when the risk passes or how a certain transaction or item is best presented to provide reliable and relevant information. Costs incurred in relation to individual development projects are capitalized only when the future economic benefit of the project is probable and the following main conditions are met: (i) the development costs can be measured reliably, (ii) the technical feasibility of the product has been ascertained and approved by an authority like the European Medicines Agency (EMA), the U.S. Food & Drug Administration or the like and (iii) Management has the intention and ability to complete the intangible asset and use or sell it. Currently no other significant accounting estimates and judgements have been applied in the preparation of the financial statements for 2025.
Page 38
ANNUAL REPORT 2025 38 As a development stage start -up life -science company, and like other similar development stage companies, the Company has had a negative cash flow from operations in 2025 why the company is dependent on being recapitalized or selling rights to its products against cash until reaching the point where the size of the revenue exceeds the costs resulting in a positive cash flow. The activities of the company in the future will depend on proceeds obtained from capital increases or sales of rights. The company, if necessary, will in the future carry out external capital increases to finance the future activities. In 202 5 the company raised SEK 104 million to fund the ongoing and planned activities. The Company continually evaluates its liquidity requirements, capital needs and availability of capital resources based on its operating needs and planned initiatives. Such assessment has also been carried out in relation to preparing the 2025 Annual report. The Budget for 202 6 and the cash position on December 31, 2025, are based on assumptions of finalizing th e Phase 2 clinical trial in head and neck cancer (CT-005), initiating the first trial supporting registration in the U.S. in high grade- glioma (CT-006) and continuation of CMC work in 2026. Based upon these assumptions the Company has funding into the end of first quarter of 2027. If against expectations, the assumptions for Budget 2026 do not hold, the Board of Directors and Management will take mitigating actions to secure sufficient cash until December 31, 2026. On this background the Board of Directors and Management has decided to prepare the financial statements for 2025 on a going concern basis. 2. CAPITAL RESOURCES AND LIQUIDITY
Page 39
ANNUAL REPORT 2025 39 Other operating income amounted to DKK 220 thousand (DKK 385 thousand) and comprised of the first part of the grant that the Company with two academic partners were awarded from Danish Innovation Fund ( Innovationsfonden) regarding research and development of photothermal therapy. The income relates to the part of incurred costs covered by Danish Innovation Fund (Innovationsfonden). OTHER OPERATING INCOME 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Other, including subsidy/grant for business PhD 220 385 Total 220 385 3. OTHER OPERATING INCOME
Page 40
ANNUAL REPORT 2025 40 Compensation for key management personnel includes Morten Albrechtsen, Ole Larsen (from 1 March 2024), Andreas Kjær , and the Board of Directors. The average number of full -time employees during 2025 was 6.7 (7.8). STAFF EXPENSES 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Wages and salaries 12,500 12,596 Employee share schemes – value of employee services 1,205 2,021 Other social security costs including pension etc. 1,799 642 Total 15,504 15,259 COMPENSATION FOR KEY MANAGEMENT PERSONNEL 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Short-term employee benefits 8,165 5,964 Share based payments 996 1,665 Total 9,161 7,629 4. STAFF EXPENSES
Page 41
ANNUAL REPORT 2025 41 FluoGuide has established incentive programs for its employees, management, and Board of Directors. In November 2025, the Company issued 161,500 warrants to members of the management and employees in total and 37,500 warrants to two members of the Board of Directors. Each warrant grants the holder the right to subscribe for one (1) new share of FluoGuide. The warrants are issued to ensure alignment of interest between the Company’s employees, management, Board of Directors, and shareholders. The Company believes that the issue of warrants will provide motivation for the achievement of FluoGuide’s short-term and long- term goals to support the Company’s business strategy, sustainability, and value creation for the benefit of shareholders. Warra nts represent a total dilution of 4.2 percent of the current share capital, if vested and exercised. The number of warrants that will vest depends mainly on the receiver not leaving the Company in the vesting period. For the programs up and until 2023 the warrants vest with 1/36 per month. For 200,000 warrants granted to management in 2021, vesting furthermore depends on achievement of certain activities-based milestones KPI's and vest with 1/60 per month. For the programs from 2024 an onwards the warrants vest after 36 months. Warrants are granted under the plan for no consideration and carry no dividend or voting rights. The vested warrants remain exercisable for a period of 10 years after the grant date. The exercise price of warrants is based on the Company's prevailing share price at the day of grant. 5. WARRANTS
Page 42
ANNUAL REPORT 2025 42 Set out below are summaries of warrants granted under the plan: WARRANT OVERVIEW - 2025 Outstanding as of January 1 Additions Exercised Forfeited Terminated Outstanding as of December 31 Can be exercised as of December 31 Average exercise price (SEK) May 2021 307,400 0 0 0 0 307,400 307,400 95 Mar 2022 36,000 0 0 0 0 36,000 36,000 65 July 2023 112,900 0 0 0 0 112,900 94,080 79 Feb 2024 45,000 0 0 0 0 45,000 0 55 Nov 2024 37,500 0 0 -15,000 0 22,500 0 36 Nov 2025 0 199,000 0 0 0 199,000 0 38 TOTAL 538,800 199,000 0 -15,000 0 722,800 437,480 WARRANT OVERVIEW - 2025 Outstanding as of January 1 Additions Exercised Forfeited Terminated Transferred Outstanding as of December 31 Board of Directors 102,500 37,500 0 0 0 -7,500 132,500 Executive Management 192,950 70,000 0 0 0 0 262,950 Corporate Management 182,450 60,000 0 -15,000 0 7,500 234,950 Other employees 10,600 31,500 0 0 0 0 42,100 Former employees 50,300 0 0 0 0 0 50,300 TOTAL 538,800 199,000 0 -15,000 0 0 722,800 Weighted average exercise price (SEK) 82 38 0 0 0 0 71 Number of exercisable warrants as of December 31, 2025 437,480 at a weighted average exercise price of SEK 89
Page 43
ANNUAL REPORT 2025 43 WARRANT OVERVIEW - 2024 Outstanding as of January 1 Additions Exercised Forfeited Terminated Transferred Outstanding as of December 31 Board of Directors 95,000 7,500 0 0 0 0 102,500 Executive Management 128,750 60,000 0 0 0 4,200 192,950 Corporate Management 200,325 15,000 0 -28,675 0 -4,200 182,450 Other employees 28,000 0 0 -5,900 0 0 22,100 Former employees 38,800 0 0 0 0 0 38,800 TOTAL 490,875 82,500 0 -34,575 0 0 538,800 Weighted average exercise price (SEK) 88 46 0 0 0 0 82 Number of exercisable warrants as of December 31, 2024 356,847 at a weighted average exercise price of SEK 90 SPECIFICATION OF PARAMETERS FOR BLACK-SCHOLES MODEL May 2021 May 2021 Mar 2022 Jul 2023 Feb 2024 Nov 2024 Nov 2025 Exercise price at grant (SEK) 95.0 95.0 65.0 79.0 55.0 36.0 38.0 Applied volatility 1) 53.5% 53.5% 48.3% 56.3% 58.4% 55.3% 57.7% Expected life (years) 6.3 7.3 6.3 6.3 6.5 6.5 6.5 Expected dividend per share 0 0 0 0 0 0 0 Risk-free interest rate p.a. -0.07% -0.07% 0.63% 2.65% 2.45% 2.04% 2.22% Fair value per share at grant (SEK)2) 47.29 50.32 30.74 44.33 31.95 19.88 21.76 Fair value per share at grant (DKK)2) 34.73 36.96 21.83 28.51 21.31 12.73 14.86 1) The applied volatility is based on the historical volatility of the FluoGuide share, except for programs issued July 2023 - November 2024 where the volatility is based on the volatility for a peer group. 2) Fair value of each warrant at grant date applying the Black -Scholes model.
Page 44
ANNUAL REPORT 2025 44 RECOGNIZED COSTS FROM SHARE-BASED PAYMENT TRANSACTIONS 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Warrants issued under employee share scheme 1,205 2,021 Total for the year 1,205 2,021 Fair value of options granted: The fair value at grant date is independently determined using the Black-Scholes model which includes, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the ter m of the warrants, and for the program issued July 2023 – November 2024 also the correlations and volatilities of the peer group companies. Warrants are granted for no consideration and vests based on receivers not leaving the Company and certain activity -based milestones. Vested warrants are exercisable for a period of 10 years after grant date. Vesting periods are from 36 months to 60 months (the ladder only applies to warrants granted to management in 2021). The expected price volatility is based on the historic volatility (based on the remaining life of the warrants), adjusted for any expected changes to future volatility due to publicly available information.
Page 45
ANNUAL REPORT 2025 45 FINANCIAL INCOME 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Interest income from financial assets measured at amortized costs 33 101 Other 17 0 Total 50 101 FINANCIAL EXPENSES 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Interest expense on liabilities measured at amortized costs 0 30 Interest related to right-of-use assets 61 56 Credit facility costs 4,272 1,360 Net foreign exchange losses 794 73 Other 60 1 Total 5,187 1,520 6. FINANCIAL INCOME AND EXPENSES
Page 46
ANNUAL REPORT 2025 46 Under the Danish tax credit scheme, the 22 percent tax value of negative taxable income related to costs from development activities up to DKK 25 million can be received in cash. Tax value of costs to the related to development activities amounts to DKK 5, 500 thousand (DKK 5,500 thousand), is anticipated to be paid out from the tax authority in Q4 2026 to the Company. The tax credit is not considered as a subsidy as the paid - out tax credit reduces the Company´s tax loss carries forward. The unrecognized deferred tax assets amounted to DKK 16,647 thousand (DKK 11,952 thousand) can be carried forward indefinitely. Tax has been computed at 22 percent corresponding to the current tax rate. TAX 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Tax on profit/loss for the year: Current tax (tax under the tax credit scheme) 5,500 5,500 Total 5,500 5,500 Reconciliation of effective tax: Tax computed on loss -9,891 -7,361 Non-deductible expenses 266 448 Other permanent differences -570 -459 Non-recognized deferred tax asset 4,695 1,873 Effective tax (12% / 16%) -5,500 -5,500 Deferred tax: Tax loss carried forward 16,504 11,867 Right of use assets 16 20 Intangible and tangible fixed asset 127 65 Total 16,647 11,952 Write down to accessed value -16,647 -11,952 Total 0 0 7. TAX
Page 47
ANNUAL REPORT 2025 47 8. Intangible Asset INTANGIBLE ASSETS Acquired patents Intangible assets DKK thousand Costs on January 1, 2024 378 378 Addition for the year 0 0 Costs on December 31, 2024 378 378 Amortization and impairment losses January 1, 2024 0 0 Amortization and impairment losses for the year 0 0 Amortization and impairment losses December 31, 2024 0 0 Net book value on December 31, 2024 378 378 INTANGIBLE ASSETS Acquired patents Intangible assets DKK thousand Costs on January 1, 2025 378 378 Addition for the year 0 0 Costs on December 31, 2025 378 378 Amortization and impairment losses January 1, 2025 0 0 Amortization and impairment losses for the year 0 0 Amortization and impairment losses December 31, 2025 0 0 Net book value on December 31, 2025 378 378 8. INTANGIBLE ASSETS
Page 48
ANNUAL REPORT 2025 48 RIGHT OF USE ASSETS Buildings Right of use assets DKK thousand Costs on January 1, 2025 936 936 Addition for the year 894 894 Disposals for the year -936 -936 Costs on December 31, 2025 894 894 Depreciation January 1, 2025 363 363 Depreciation for the year 275 275 Depreciation disposals for the year -382 -382 Depreciation December 31, 2025 256 256 Net book value on December 31, 2025 639 639 RIGHT OF USE ASSETS Buildings Right of use assets DKK thousand Costs on January 1, 2024 936 936 Addition for the year 0 0 Disposals for the year 0 0 Costs on December 31, 2024 936 936 Depreciation January 1, 2024 134 134 Depreciation for the year 229 229 Depreciation disposals for the year 0 0 Depreciation December 31, 2024 363 363 Net book value on December 31, 2024 573 573 9. RIGHT OF USE ASSETS
Page 49
ANNUAL REPORT 2025 49 TANGIBLE FIXED ASSETS Equipment Tangible assets DKK thousand Costs on January 1, 2025 914 914 Addition for the year 0 0 Costs on December 31, 2025 914 914 Amortization and impairment losses January 1, 2025 270 270 Amortization and impairment losses for the year 283 283 Amortization and impairment losses December 31, 2025 553 553 Net book value on December 31, 2025 361 361 TANGIBLE FIXED ASSETS Equipment Tangible assets DKK thousand Costs on January 1, 2024 64 64 Addition for the year 850 850 Costs on December 31, 2024 914 914 Amortization and impairment losses January 1, 2024 43 43 Amortization and impairment losses for the year 227 227 Amortization and impairment losses December 31, 2024 270 270 Net book value on December 31, 2024 644 644 10. TANGIBLE FIXED ASSETS
Page 50
ANNUAL REPORT 2025 50 Securities 2025 2024 DKK thousand 31 Dec 31 Dec Danish mortgage bonds 30,015 0 Total 30,015 0 11. SECURITIES Bond investments comprise Danish listed mortgage bonds with a maturity of less than 1 year. The intention is to hold the bonds to maturity. Fair value as of December 31, 2025, amounts to DKK 30,015 thousand based on the quoted price (level 1).
Page 51
ANNUAL REPORT 2025 51 Share capital The share capital consists of 16,349,313 shares with a nominal value of DKK 0.1 each. The shares are not divided into classes, and no shares have special rights. SHARE CAPITAL 2025 2024 Shares issued as of January 1 13,620,149 12,208,384 Increase in shares in directed issue and exercise of warrants 2,729,164 1,411,765 Shares issued as of December 31 16,349,313 13,620,149 Weighted average number of shares used as the denominator, when calculating earnings per share 14,053,824 12,968,268 12. SHARE CAPITAL Capital management The Company aims to ensure structural and financial flexibility as well as competitive strength. For that purpose, the Company regularly assesses what the appropriate capital structure for the Company. On November 3 , 20 25, FluoGuide completed a directed share issue to existing and new investors raising proceeds of SEK 104 million by issuing 2,729,164 shares.
Page 52
ANNUAL REPORT 2025 52 LEASE LIABILITIES 2025 2024 DKK thousand 31 Dec 31 Dec Non-current 422 395 Current 248 229 Total 670 624 13. LEASE LIABILITIES
Page 53
ANNUAL REPORT 2025 53 Debt to credit institutions 2025 2024 DKK thousand 31 Dec 31 Dec Non-current 27,616 0 Current 0 0 Total 27,616 0 14. DEBT TO CREDIT INSTITUTIONS On November 3, 2025 , the Company prolonged its loan with Fenja Capital of SEK 40,000 thousand equivalent to DKK 27,616 thousand . The new maturity date is April 1, 2027. The loan carry interest STIBOR 3M, minimum 2%, and interest margin of 10%. In case the loan is in default the lender can choose to convert parts or all the loan into shares. The subscription price upon default will be the lowest volume -weighted average price in the 15 trading days before the lender’s decision, discounted by 15 percent.
Page 54
ANNUAL REPORT 2025 54 DISTRIBUTION OF PROFIT/LOSS FOR THE YEAR 2025 2024 DKK thousand 31 Dec 31 Dec Proposed dividend for the year 0 0 Retained earnings -39,459 -28,959 Total -39,459 -28,959 15. DISTRIBUTION OF PROFIT/LOSS FOR THE YEAR
Page 55
ANNUAL REPORT 2025 55 CHANGE IN WORKING CAPITAL 2025 2024 DKK thousand 31 Dec 31 Dec Other receivables and prepayments -50 -1,300 Change in trade payables 296 -1,714 Change in other payables 711 -298 Change in deferred income -218 642 Total 739 -2,670 16. CHANGE IN WORKING CAPITAL
Page 56
ANNUAL REPORT 2025 56 Risk management policy The Company's financial risks are managed by the Executive Management. The Company has an insurance plan. Otherwise, the company has not prepared policies for the identification and handling of risks. The management of the Company's risks is included in Executive Management's day -to-day monitoring of the Company. Interest rate risk The Company is not subject to material interest rate risks. Currency risk The Company is not subject to material currency risks. Credit risk The Company’s cash is placed on deposit accounts without restrictions at a national Danish bank, with a Moody’s rating A2, or as money market deposits, or in Danish securities. Liquidity risk The Company's liquidity risk covers the risk that the Company cannot meet its liabilities as they fall due. As a development stage life-science company, the Company has had a negative cash flow from operations in 202 5. Thus, the company is dependent on being able to finance the operations until reaching the point where the size of the revenue increases the costs resulting in a positive cash flow. The Board of Directors and Executive Management are constantly monitoring the Company’s financial position to be prepared to take adequate measures to secure the company. Several options are possible such as partnering deals, service agreements, reducing investments in fixed assets, loans and increasing the capital in the company. The Board of Directors and Management have confidence in the company as a going concern. See Note 2 for further explanation. The maturities of financial liabilities appear from the tables below. All amounts are contractual cash flows, i.e. inclusive of interest. 17. FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
Page 57
ANNUAL REPORT 2025 57 2025 - MATURITIES OF FINANCIAL LIABILITIES < 1 year 1-2 year(s) 2-5 years > 5 years Total DKK thousand As of December 31, 2025 Debt to credit institutions 0 27,616 0 0 27,616 Interest to credit institutions 4,000 1,000 0 0 5,000 Lease Liabilities 248 422 0 0 670 Trade payables 2,676 0 0 0 2,676 Other payables 2,379 0 0 0 2,379 Total 9,303 29,038 0 0 38,340 2024 - MATURITIES OF FINANCIAL LIABILITIES < 1 year 1-2 year(s) 2-5 years > 5 years Total DKK thousand As of December 31, 2024 Debt to credit institutions 0 0 0 0 0 Lease Liabilities 229 395 0 0 624 Trade payables 2,380 0 0 0 2,380 Other payables 1,668 0 0 0 1,668 Total 4,276 395 0 0 4,671 There were no liabilities measured at fair value as of 31 December 2025 and 2024.
Page 58
ANNUAL REPORT 2025 58 The Board of Directors and the Executive Management of FluoGuide A/S are considered related parties. Besides the remuneration of the Board of Directors and the Executive Management and the share-based payments, there are only transactions with one related party in 2025. TRANSACTIONS RELATED PARTIES 2025 2024 DKK thousand 31 Dec 31 Dec Other related parties: Regulatory and clinical consultancy - The Eriah Group Inc.* 5,023 1,627 *) The Eriah Group Inc. is a company owned by Donna Haire. She was a board member until 24 November 2025 when she stepped down and joined FluoGuide as Chief Operating Officer. The Company has used consultants through The Eriah Group for the pre-IND and IND. There have been no other transactions with related parties - except from wages etc cf Note 4 18. RELATED PARTIES
Page 59
ANNUAL REPORT 2025 59 FEES TO STATUTORY AUDITORS 2025 2024 DKK thousand 1 Jan - 31 Dec 1 Jan - 31 Dec Statutory audit 164 164 Audit related services 0 0 Tax advisory services 7 38 Other services 15 35 Total 186 237 19. FEES TO STATUTORY AUDITORS The fee for non-audit services provided by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab of DKK 22 thousand (DKK 73 thousand) relates to tax advisory, and other general financial accounting matters.
Page 60
ANNUAL REPORT 2025 60 20. OPERATING LEASE COMMITMENTS AND OTHER COMMITMENTS The company has entered purchase obligations with suppliers in the amount of DKK 5.9 million (DKK 9.8 million) as of December 31, 2025, regarding the clinical Phase 2 trial with FG001 in head and neck cancer and CMC work.
Page 61
ANNUAL REPORT 2025 61 On January 21, 2026, the Company submitted an IND for FG001 to initiate first U.S. trial supporting registration. On February 20, 2026, FDA cleares the IND. Except as noted above, there have been no significant events between December 31, 2025, and the date of approval of these financial statements that would require a change to or additional disclosure in the financial statements. 21. EVENTS OCCURING AFTER THE BALANCE SHEET DATE
Page 62
ANNUAL REPORT 2025 62 Get in touch with FluoGuide Morten Albrechtsen CEO Mobile: +45 24 25 62 66 E-mail: ma@fluoguide.com Ole Larsen CFO Mobile: +45 40 84 28 37 E-mail: ole@fluoguide.com Learn more about us here Follow us on Linkedin Subscribe to our newsletter