Annual report
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ANNUAL REPORT 2025 I SENZAGEN AB 1 2025 ANNUAL REPORT 2025 SENZAGEN AB (PUBL)
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ANNUAL REPORT 2025 I SENZAGEN AB 2 Contents TO OUR SHAREHOLDERS About SenzaGen ................................................................................3 The year in numbers ........................................................................ 5 The year at a glance ......................................................................... 6 Message from the CEO ...... ...............................................................7 BUSINESS DESCRIPTION Market size and potential ................................................................ 9 Growing market – from animal testing to human biology ................10 Trends and drivers .............................................................................12 Offering – innovative tests with better results for humans .............13 Portfolio development .......................................................................17 Customers and buying patterns ........................................................18 Growth plan and strategic initiatives ................................................20 5 reasons to invest in SenzaGen .......................................................26 Sustainability report .........................................................................27 SenzaGen AB Medicon Village SE-223 81 Lund, Sweden Company registration number 556821-9207 Phone: +46 46 275 62 00 Email: info@senzagen.com SenzaGen AB is headquartered in Lund and listed on Nasdaq First North. (Ticker symbol: SENZA). ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS Directors' report ................................................................................30 Financial reports ................................................................................33 Notes .................. ...............................................................................41 Share capital changes .......................................................................82 Auditor’s report ..................................................................................83 CORPORATE GOVERNANCE Corporate governance report ...........................................................85 Board of Directors .............................................................................87 Management ..................................................................................88 FURTHER INFORMATION Financial summary ............................................................................90 Definitions.......... ................................................................................90 Financial calendar .............................................................................90 Glossary, sources.............. .................................................................91
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ANNUAL REPORT 2025 I SENZAGEN AB 3 About SenzaGen A market with great potential The non-animal toxicology and efficacy testing market is global and growing rapidly. The market is experiencing a paradigm shift as companies around the world transition from animal to non-animal testing. SenzaGen estimates that its serviceable addressable market is approximately SEK 5.8 billion (USD 0.5 billion). Our market segments are primarily cosmetics, chemicals, medical devices, pharmaceuticals and nutrition/food additives. Business model The majority of SenzaGen’s sales are direct sales with non-animal testing performed in the Group’s own laboratories supplemented by a global partner network of licensed CROs. Direct sales build strong, long- term customer relationships while the global partner network provides flexibility and scalability. SenzaGen’s customer base comprises leading multinationals primarily based in Europe and North America. With its own GLP-approved laboratories in Sweden and Italy, SenzaGen helps companies assess the efficacy and toxicity of chemicals. At the core of the Company’s offer- ing is its unique GARD® platform, which uses genomics and machine learning to generate a highly reliable basis for decision-making when assessing whether chemicals can cause skin sensitization. Vision SenzaGen’s vision is to protect and advance human health through innovative technology that replaces animal testing. SenzaGen is a fast-growing company operating in non-animal chemical testing. With groundbreak- ing innovations that better reflect human biology, SenzaGen works toward its vision to protect and advance human health while replacing animal testing. 2030 Organic Growth Plan To achieve its vision, the Company has a three-phase plan that sets out the path for organic growth through 2030: 1. Breakeven: The current phase focuses on reaching breakeven through growth combined with strict cost control. 2. Accelerated growth: This phase is driven by strate- gic initiatives planned for completion in 2027–2028 that are expected to deliver significant revenue growth and improved profitability. 3. Scale-up: The final phase encompasses expansion into new markets and the launch of new test methods. Growth and profitability are expected to stabilize at high levels. In addition to the organic growth plan, strategic acquisi- tions may complement and strengthen growth across all phases. Our contribution to a sustainable world SenzaGen helps the world’s leading companies ensure that their products and production environments are safe. At the same time, the Company contributes to reducing the requirement for animal testing.
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Our offering With expertise in genomics, machine learning and human tissue models, SenzaGen assesses the efficacy and toxicity of chemicals. Our offering consists of proprietary tests, complementary regulatory tests and consulting. Documentation and regulatory consulting The consulting services ensure that testing and documentation meet regulatory requirements and support efficient and reliable product filing. Safe and effective products that meet regulatory requirements Toxicology testing Testing that aims to determine whether substances in cosmet- ics, chemical products, pharmaceuticals and medical devices are harmful, such as by causing skin allergy or irritation. The results ensure product compliance with regulatory safety requirements. Efficacy testing Testing conducted to assess whether products deliver the intended effect, such as whether a cosmetic provides the claimed level of moisturization or whether its mode of action is physical or pharma- cological, which affects product classification. The results are used to support product development and marketing. Non-animal toxicological and efficacy tests
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ANNUAL REPORT 2025 I SENZAGEN AB 5 The year in numbers FINANCIAL SUMMARY Net sales Expenses Cash & cash equivalents Gross margin EBIT SEK 58.0m (SEK 57.7m) SEK 50.6m (SEK 54.1m) SEK 26.8m (SEK 39.6m) 65% [67%) SEK -11.6m (SEK -11.2m) SALES 58.0 Sales, MSEK +1% +4% CER* GARD® share 41.9 Sales, MSEK +8% +12% CER* The overview below summarizes the full-year results for 2025 and sales performance by geography, industry and channel. Americas 31% EMEA 68% Cosmetics 26% Chemicals 29% Other 7% Pharmaceuticals 15% Medical devices 23% Distributors 8% Direct sales 89% License partners 3% APAC 1% SALES BY CHANNEL SALES BY GEOGRAPHY SALES BY INDUSTRY + * Constant exchange rates (CER)
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ANNUAL REPORT 2025 I SENZAGEN AB 6 The year at a glance Position in US strengthened through several multi-million orders • SEK 2.5 million order from a leading global tech company and deeper steps into a new customer segment. • SEK 1.5 million order from one of the world’s largest cosmetics compa- nies. • Order totaling SEK 1.3 million from a world-leading chemicals company. • SEK 1.0 million follow-up order from a global pharmaceuticals company. Regulatory progress • Expanded OECD TG 497 approval for GARD®skin strengthened the Compa- ny’s position in regulatory testing. • The UK presented a plan to phase out animal testing towrads 2026, directly affecting tests for skin sensitization as well as skin and eye irritation. • The FDA signaled a shift away from animal testing in the pharmaceutical industry, strengthening the Company’s long-term opportunities in this field. Portfolio development • The regulatory test portfolio was expanded through the in-sourcing of EpiSensA for skin sensitization. • An assignment worth SEK 0.7 million from the Research Institute for Fra- grance Materials (RIFM) to evaluate EpiSensA confirmed the expansion of the portfolio. • A new RIFM assignment worth SEK 1.5 million was received for continued collaboration in photoallergy. Strategic priorities • The 2030 Growth Plan and strategic initiatives were presented at a well- received capital markets day. • To strengthen capacity in line with the growth plan, the laboratory facilities at the Group’s headquarters in Lund were expanded. ” CEO-comment We believe these efforts will translate into positive results in the periods ahead. 2025 was characterized by several major customer agreements, important regulatory advancements, and a continued expansion of the test portfolio.
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ANNUAL REPORT 2025 I SENZAGEN AB 7 Strengthened GARD ® position and important steps in our continued growth journey 2025 marked a year of continued progress for SenzaGen. with a growing customer base, regulatory milestones, and an expanded test portfolio. These achievements strength- ened our market position and moved us closer to a scal- able and profitable business. In November, we presented our 2030 Growth Plan, which sets the direction for the next phase of the Company’s growth. During the year, the GARD® platform took further steps toward becoming an industry standard. We secured several major strategic orders, expanded our presence in the US, and were included in the OECD Test Guideline TG 497 – a regulatory break- through that supports demand for our solutions and reinforces the technology’s position in the market. Operationally, the year ended strongly, with steadily improving performance in the second half. Growth was driven by both the GARD® business and our consulting service, which performed well and strengthened our role as a strategic partner to our customers. At the same time, we continued efforts to streamline the Group and reduce our cost base. Full-year earnings were in line with the previous year. In 2026, we will focus on increasing sales and maintaining a low cost base, advanc- ing regulatory processes and development projects, strengthening our market pres- ence. ” MESSAGE FROM CEO
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ANNUAL REPORT 2025 I SENZAGEN AB 8 Our plan to drive profitable growth The 2030 Growth Plan, presented at our Capital Markets Day in November, outlines our ambition to establish SenzaGen as a global leader in non-animal testing. The plan describes how we will build profitable growth through a combination of commercial focus, regulatory approvals, and technology innovation. In the first phase of this journey, the focus is on growing while maintaining cost control and improving internal efficiency. The efficiency measures implemented in 2025 have provided a solid foundation, while our regulatory and commercial initiatives continue to strengthen our market position. We are also implementing an updated transformation plan to return VitroScreen to growth, with the goal to realizing its strategic value in non-ani- mal efficacy testing. As our strategic initiatives progress within ISO and the OECD, we will gradually move into a phase where growth is expected to accelerate. This will be followed by a scalable expansion phase, in which we broaden our test offering with new methods and expand geographically, particularly in the US market. This three-step approach provides a clear plan for build- ing a business that can grow sustainably while maintain- ing high profitability. Four strategic growth areas The Growth Plan is built around four initiatives that strengthen our competitiveness, broaden and increase our revenue streams, and enhance scalability. 1. An optimized sales model We combine direct sales to large international customers with a global network of license partners and distribu- tors. This model enables strong commercial reach and cost-efficient scalability, and is reinforced by scientific validation through collaborations with global companies. In 2025, the model delivered results through a broader customer base, an expanded regulatory portfolio, and deepened partnerships with leading companies such as Clarins, BIC and Sonova. We also signed a distribution agreement with Eurofins in the US. 2. Establish GARD® as a standard in medical devices The medical device market is shifting toward non-animal methods, and in 2025 we made important progress in the ISO standardization process to enable broad regu- latory use of GARD®skin, which was adapted for testing solid materials. Our market position was strengthened through presentations, early customer discussions and preparations for a ring trial being conducted in 2026. The ring trial is central to achieving inclusion in the ISO standard and will be a key enabler of accelerated future growth. We aim to achieve inclusion by 2027. 3. Regulatory and technology advances for GARD® We are driving efforts to broaden the regulatory relevance of the GARD® platform and upgrade its technology to en- hance efficiency, profitability, and scalability, both internally and for our license partners. A significant development this year was the inclusion of GARD®skin in OECD Test Guide- line 497, which is expected to drive a gradual increase in demand for regulatory testing. Our OECD work contin- ues with GARD®skin Dose-Response with an application submitted to ECVAM/OECD and approval expected in 2027–2028. As planned, we also advanced the upgrade of the platform’s gene expression analysis technology. 4. Innovation and portfolio expansion Innovation is a strategic priority for SenzaGen, and we continuously evaluate new opportunities in non-animal testing. Our initiatives include launching R&D projects in genotoxicity and neurotoxicity while continuing the development of GARD® for photoallergy. During the year, we piloted the launch of a cartilage model based on the VitroScreenORA® test platform and strengthened the regulatory portfolio by insourcing the EpiSensA skin sensitization method. This innovation agenda enhances our long-term competitiveness and supports scalable business growth. Outlook – better positioned than ever 2025 was a year in which we took several decisive steps to position SenzaGen for the future, and we believe these efforts will translate into positive results in the periods ahead. In 2026, we will focus on increasing sales and main- taining a low cost base, advancing regulatory processes and development projects, strengthening our market presence. In Q1 2026, we also welcomed a new major shareholder who shares our vision and strengthens our ability to effectively execute the growth plan. SenzaGen is better positioned than ever. I look to the future with great confidence and will continue to lead the company in line with our strategic priorities – toward our vision to protect and advance human health through innovative technology that replaces animal testing. I would also like to extend my sincere thanks to all our employees and shareholders for their dedication and support in 2025. Together, we take the next step in our growth journey. Lund, April 2026 Peter Nählstedt, President and CEO, SenzaGen
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ANNUAL REPORT 2025 I SENZAGEN AB 9 Growing market–from animal testing to human biology The global market for non-animal toxicology and efficacy testing is going rapidly, driven by in- creased demand for accurate methods suited for human biology. SenzaGen focuses on selected segments with great potential. Global market (non-animal toxicology & efficacy) Serviceable address- able market (services for skin allergies and efficacy) Total addressable market (services) $13B2 $3B2 $0.5B1 MARKET SIZE GEOGRAPHIC DISTRIBUTION OF THE GLOBAL MARKET T he gr o wing ma rk et is under going a par adigm shift M a rk e t S iz e 2024 1 . S e n z a Gen ’s e s tima tio n b a s e d o n o w n c a l c u l a tio n s . 2 . M a rk e t s & M a rk e t s : In v itro t o x i c o l o g y t e s tin g ma rk e t g l o b a l f o re c a s t t o 2028, a n d W i s e G u y R e p o rt s : G l o b a l e f f i c a c y t e s tin g ma rk e t re s e a rc h re p o rt . 3 8 % A m ericas 3 9 % E M E A 2 3 % A P A C Se r vice a b le a ddr e ssa b le m a r k e t ( SAM ) S en z a Gen ’s p r ima r y en d - p oin t s : s k i n s en s it iz a t ion and efficacy t es t i n g $ 0 . 5 B 1 T ot a l a ddr e ssa b le m a r k e t ( T AM ) T h e s erv i c es s egmen t for n on - anima l t ox ic ol ogy and efficacy t es t i n g $ 3 B 2 T ot a l m a r k e t T h e gl ob a l ma rk et for non - anima l t ox i c ol ogy a n d efficacy t es t in g $ 1 3 B 2 E x pe ct e d C A G R of 6 - 9 . 5 % du r i n g 2024 - 2 0 2 8 G e o g r a phic al spl it o f t o t al mark e t 8 38% 23% 39% EMEA Americas APAC
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ANNUAL REPORT 2025 I SENZAGEN AB 10 Market size and potential In the 2000s, non-animal in vitro methods emerged as a more effective alternative to traditional animal testing (in vivo). In vitro, Latin for “in glass”, refers to tests per- formed in controlled laboratory environments such as test tubes and cell cultures, as opposed to in vivo tests, which are performed on animals or humans and mean “in a living organism”. Historically, animal testing has been important for re- search, but biological differences between humans and animals limit their relevance. In vitro methods, which better reflect human biology, offer higher accuracy and better usability. They are also cost-efficient and save time, giving them a strategically important role in the development of safe and effective consumer products. The global market for non-animal toxicology and efficacy The value of the global market for non-animal toxicology and efficacy in 2024 was approximately SEK 140 billion (USD 13 billion). This market is expected to grow by 6.1%–9.5% per year during 2024–2028, reaching a value of approximately SEK 195 billion (USD 19 billion by 2028.2 Non-animal toxicology safety testing Toxicological testing assesses the potential risks of substances, including many cosmetic and chemical products that consumers come in contact with on a daily basis. The market is growing annually by 9.5% and was estimated to have a value of approximately SEK 125 billion (USD 11.8 billion) in 2024.3 The market comprises ten subsegments categorized by the endpoint they address, and skin sensitization and skin irritation together constitute one of the three largest. Europe is the largest region followed by North America. Several countries in the Asia-Pacific region are growing rapidly as they advance with alternative test methods and bans on animal testing. Non-animal efficacy testing Efficacy testing aims to determine whether a chemical fulfills its intended function or produces the desired effect. The market has an annual growth rate of approx- imately 6% and an estimated market value of at least SEK 15 billion (USD 1.55 billion), depending on differing industry definitions of this field.4 The pharmaceutical, biotech and cosmetics industries dominate the market, with the US as the largest region, followed by Europe – known for its strict regulations on non-animal cosmetics development – and then the Asia-Pacific region. The transition from animal testing to non-animal methods is driven not only by ethical concerns but also by better science and a market experiencing structural growth. SenzaGen is positioned in the middle of that transition. Total addressable market (TAM) The total market for non-animal toxicology consists of five product segments: Consumables, tests, services, equipment and software. The services segment, in which SenzaGen operates, represents 23% of a total address- able market (TAM) for the Group valued at approximately SEK 35 billion (USD 3 billion).2 Serviceable addressable market (SAM) Based on the Group’s primary endpoints, skin sensi- tization and efficacy testing, SenzaGen’s serviceable addressable market (SAM) is estimated to be worth approximately SEK 5.8 billion (USD 0.5 billion). This represents the portion of the total addressable market that is currently serviceable based on the technology’s present focus, applicable regulatory requirements, and global demand within the respective industry. The most significant industries in toxicology for the Group are cosmetics, chemicals and medical devices, while efficacy testing addresses drug development, medical devices, cosmetics and nutrition. Complementary revenue streams In addition to skin sensitization and efficacy, the Group also offers consulting and tests for other toxicology subsegments. These complementary tests, including cytotoxicity, eye irritation and phototoxicity, broaden the Company’s offering and generate complementary revenue streams by attracting customers with broader testing needs.
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ANNUAL REPORT 2025 I SENZAGEN AB 11 Toxicological endpoints² 2024 2028 CAGR % ADME 4,975.7 7,755.7 11.4 Genotoxicity 1,607.0 2,353.8 9.6 Skin irritation, corrosion & sensitization 1,426.3 1,726.9 4.6 Cytotoxicity 1,007.5 1,462.5 9.4 Ocular toxicity 594.5 917.5 11.1 Organ toxicity 572.9 912.1 12.0 Dermal toxicity 347.1 407.7 3.9 Phototoxicity 326.4 406.4 5.3 Other toxicity endpoints 895.8 1,189.2 7.0 Total 11,753.3 17,131.7 9.5 In non-animal toxicology, the market is divided into ten sub- segments (endpoints), and skin sensitization and skin irritation together constitute one of the three largest. Products & Services Consumables 27% Software 10% Equipment 16% Services 23% Tests/kits 24% BREAKDOWN BY PRODUCT & SERVICE TYPE AND BY INDUSTRY SEGMENT 2 Other 15% (medical devices, nutrition, etc.) Pharmaceuticals 51% Cosmetics 24% Chemicals 10% 53% 14% 24% 8% Industries 1960s–1990s 1990s–2010s 2015–2020 2022– • Guinea pig test methods (GPMT, Buehler’s method) • OECD TG 406 • Mouse test method (local lymph node assay, LLNA) • OECD TG 429 • Non-animal test methods • OECD TG 442C-E • Integrated testing strategies & defined approaches • OECD TG 497 • GARD®skin OECD TG 442E 2022 • GARD®skin OECD TG 497 2025 The paradigm shift from animal testing to human biology in skin sensitization
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ANNUAL REPORT 2025 I SENZAGEN AB 12 Trends and drivers Trends Thousands of new chemicals have been introduced into our everyday lives over the past decades, making it more important than ever to ensure their safety. Demand for alternative test methods is increasing as research is progressing, resulting in increased knowledge and new modern methods that deliver results more relevant to human biology. At the same time, animal testing is being banned and regulators are advocating for non-animal solu- tions. These trends create opportunities for SenzaGen. Market drivers Industry data show that the market drivers behind the industry’s preference for non-animal testing over ani- mal testing are linked to scientific, regulatory, ethical and financial considerations.3 With these drivers as a basis, SenzaGen estimates that industry needs for new technology and alternative testing methods are high and steadily increasing. Scientific progress Animal testing has been shown to be limited in its ability to predict human reactions, which is driving the development of better alternatives. Non-animal tests provide results with high human relevance by replicating human biological processes, offering a better basis for ensuring product safety and efficacy. This change aligns with the growing interest from both industry and the general public in sustainable and ethically responsible innovations.3 Regulations and compliance In 2013, all forms of animal testing in the development of cosmetics and hygiene products were banned in the EU. This means that no new products that require testing can be developed without the use of an alternative test method.5 Since then, more countries have followed in the footsteps of the EU, including Norway and individual states in the US and Brazil.6 Legislation such as the EU ban on animal testing in cos- metics, the FDA Modernization Act 2.0 removing man- datory animal testing in the US, and similar initiatives around the world have created a regulatory environment that strongly supports alternative test methods. NIH (National Institutes of Health) in the US is also advancing progress through its research initiatives. Regulatory and standards bodies such as the European Chemicals Agency (ECHA), ISO, and the OECD continue to develop guidelines that encourage the use of non-ani- mal methods. One example is the OECD approval of Sen- zaGen’s GARD®skin test, strengthening the Company’s position as a leader in non-animal skin sensitization. As new markets in the Asia-Pacific region embrace non-animal testing, such as the cosmetics industry in South Korea and India, SenzaGen is prepared to meet these needs with innovative solutions and experience. Cost-effectiveness Non-animal methods are both faster and more resource-efficient than traditional animal testing. This enables companies to identify substances with adverse effects and toxicological properties at an early stage of the research process, which reduces develop- ment costs. For instance, this is critical in the phar- maceuticals industry, where development cycles often span 10–15 years and delays can cost millions per day in lost revenue. Having to recall harmful products from the market can be both expensive and damaging to the company's brand.7, 8 Increased social engagement Consumers are putting pressure on industries by demanding products developed and produced with a minimal impact on animals and the environment. As a result, companies and industries are implementing Corporate Social Responsibility (CSR) policies, and the Three Rs are a fixture of both Swedish and European legislation involving animal testing. The Three Rs aim to get researchers to use as few animals as possible and also work to alleviate and improve the situation of ani- mals in animal testing. The Three Rs are replace, reduce and refine.9 Demand for non-animal test methods is growing as the industry seeks more accurate, cost-effective and ethically sustainable alternatives, in parallel with tightening regulations and increasing bans on animal testing. For sources, see page 91.
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ANNUAL REPORT 2025 I SENZAGEN AB 13 Innovative tests with better results for humans With its broad expertise and a growing test portfolio, SenzaGen helps companies assess the risks, toxicity and efficacy of chemicals, cosmetics, medical devices, drug candidates and nutrition/food additives. The Company’s offering includes non-animal testing and consulting services.
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ANNUAL REPORT 2025 I SENZAGEN AB 14 GARD® for skin and respiratory allergies Testing the health impact of chemicals before they are used in consumer products enables replacements with safer chemicals, thus reducing clinical symptoms. Based on the GARD® technology platform, SenzaGen has developed tests that determine whether chemicals can cause allergies and provides information on whether the allergenicity of the substance is strong or weak. GARD®skin GARD®skin is used to assess whether chemicals can cause skin allergies. With proven accuracy up to 94% depending on the application area, the test helps devel- opers and producers ensure that the products they bring to market are free of allergies.9 The test handles pure chemicals but also substances traditionally considered difficult to assess, such as complex mixtures. The target group is companies in the cosmetics, chemicals and pharmaceuticals industries. The test has been approved by the OECD under Test Guideline 442E for regulatory use since 2022 and was also included in Test Guideline 497 in 2025, further strengthening its regulatory standing. GARD®skin Medical Device GARD®skin Medical Device is the first skin allergy test on the market developed specifically for medical devic- es. GARD®skin Medical Device is an expanded applica- tion domain of GARD®skin and is designed for medical device companies that perform ISO risk assessments of their materials. GARD®skin Medical Device is included as an in vitro method in the annex to the most recent ISO standard 10993-10. Work is currently underway within the ISO framework to include non-animal methods in the main standard document, creating growth opportunities for SenzaGen. GARD®skin Dose-Response GARD®skin Dose-Response provides information on whether the allergenicity of the substance is strong or weak (potency) and on the dose level at which a sub- stance can cause skin allergy. With this test, companies in the Company’s prioritized industries can obtain infor- mation about the concentration at which skin sensitizing substances can be used in consumer products without causing skin allergies, (“the Point of Departure”). This serves as crucial information for prioritization and decision-making in research and development. The test is another application area for GARD®skin, and is one of the first of its kind on the market. The test is in the process of OECD validation for regulatory use. GARD®air GARD®air is used to assess whether chemicals in product candidates can cause respiratory allergies. The test is the first in this specific market, and it is recom- mended for use during the research and development process. Evaluating whether chemicals can impact the respiratory system is also important in biotech and drug manufacturing. Toxicological safety testing Regulatory toxicology test portfolio Regulatory toxicology tests broaden the Company’s of- fering and generate complementary revenue streams by attracting customers with broader testing needs. Com- plementary endpoint testing is performed at SenzaGen’s laboratory in Lund and VitroScreen’s laboratory in Milan according to the table below. SenzaGen offers skin sensitization tests with its proprietary GARD® platform, based on genomics and machine learning, and complementary regulatory tests for other related safety parameters. Endpoint Guideline Skin sensitization, GARD®skin OECD TG 442E Skin sensitization, others OECD 442D/E Skin irritation OECD TG 439, ISO 10993-23 Skin corrosion OECD TG 431 Phototoxicity OECD TG 432 Eye irritation OECD TG 492 Irritation for various tissues ISO 10993-23 Cytotoxicity ISO 10993-5 Skin toxicity/absorption OECD TG 428 For sources, see page 58
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ANNUAL REPORT 2025 I SENZAGEN AB 15 New opportunities in skin sensitization ILLUSTRATIVE EXAMPLE: Use of GARD® skin Before developing a skin care product, it’s important to ensure that the ingredients do not cause skin allergies. One of the ingredients is a botanical extract mixture with a complex composition, which makes it difficult to analyze. To meet regulatory requirements and ensure product safety, a non-animal test method is needed that can handle substances with challenging properties. GARD®skin can assess the allergenic potential of the ingredients. GARD®skin has shown high accuracy in the identification of substances that can cause skin aller- gies. In addition, the method has broad applicability and can analyze substances that standardized non-animal tests have a limited capacity to assess, such as complex mixtures and chemicals with specific properties. GARD®‘s competitive advantages are grounded in high accuracy relevant to human biology, combined with the capability to handle difficult-to-test substances and provide information on safe dosage levels. Criterium GARD® (genomics + machine learning) Open source in vitro methods Traditional animal testing Accuracy 90–95 %10 80–85 % 70–75 %11 Human relevance Yes Yes No Number of biomarkers* 196 biomarkers A few biomarkers N/A Capability to handle difficult-to-test sub- stances High Limited High Capability to determine safe dosage levels High Limited High Ethically sustainable Yes Yes No Duration Efficient process Efficient process Time-consuming pro- cess Selected providers SenzaGen and license partners (CROs) Large and small CROs: Eurofins, Charles River, LabCorp, etc. Large CROs: Eurofins, Charles River, LabCorp, etc. It's important to understand the broader value of GARD® – not only the accuracy but also how the method solves problems that other non-animal tests struggle to overcome. *Depending on application area. ”
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ANNUAL REPORT 2025 I SENZAGEN AB 16 Penetration, absorption and distribution VitroScreen conducts efficacy tests based on human 3D tissue models to analyze how substances penetrate tissues and how they are absorbed and distributed in the body. The results can be used to classify sub- stance-based medical devices and are also of great significance for the pharmaceuticals industry, where it is crucial to understand whether a product candidate is capable of reaching the right place in the body in a sufficient concentration. Mechanism of action For pharmaceuticals and medical devices, it is crucial to identify or rule out a pharmacological, immunological or metabolic mechanism of action. VitroScreen enables ef- ficacy testing of mechanisms of action using proprietary 3D tissue models for several indication areas, including the skin, legs, eyes, respiratory tracts, gynecology, urol- ogy, the abdomen and the liver. Microbiome platform Development and testing of new products in the mi- crobiome domain requires specific tools that make it possible to study how both hosts and microorganisms react when they are exposed to chemicals, changed ex- ternal conditions or other variables. Colonized 3D tissue models, human tissue models that have been colonized by microorganisms, enable the host-microbe interaction Pre-clinical efficacy testing. Via VitroScreen, SenzaGen offers pre-clinical efficacy testing based on human tissue models. The testing is conducted to assess substances’ ability to perform their intended function or produce the desired biological effect and complements the Group’s toxicological safety testing. to be studied. The method is particularly useful for new product development in the nutrition and pharmaceuti- cal industries. VitroScreen also offers tests without 3D models to measure prebiotic and antibacterial efficacy and biofilm formation. VitroScreenORA® platform VitroScreenORA® is VitroScreen’s proprietary platform for pre-clinical efficacy testing. Through the use of sphe- riods, i.e. miniature models of human tisse grown in cul- ture, more reliable and relevant results can be obtained, including for drug absorption in the body. The platform is used in both basic research and drug development to evaluate the efficacy of substances as well as for safety testing of chemicals and other substances. Through VitroScreen, the Group commands expertise spanning the entire value chain for spheroid platform testing, including development, production, testing and consultation. The VitroScreenORA® platform can be tailored to a specific test method, cell or tissue type, representing a strategically important growth opportuni- ty for the Group.
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ANNUAL REPORT 2025 I SENZAGEN AB 17 Regulatory expert support Through ToxHub, SenzaGen offers regulatory expert support in toxicology and pharmacology. Independent experts support clients with strategic advice on how scientifically relevant tests and tests required for regula- tory approval can best be combined and integrated into each project. Regulatory toxicology consulting With the SenzaGen Group as an advisory partner, companies can make well-informed decisions early on in their development projects and receive regulatory guidance up to a product filing. This consulting serves as a strategic complement to the Group’s test offering. Portfolio development GARD®skin GARD®air GARD®skin Medical Device GARD®skin Dose-Response GARD® for skin and respiratory allergies Testing strategies are designed in line with applicable regulatory requirements and international guidelines. They are also tailored to clients’ specific products, mar- kets and development goals. With advice, regulatory documentation and assistance in regulatory interactions, ToxHub helps companies meet regulatory requirements and effectively navigate the process through to product filing. New growth strategy: GARD® complemented by acquisitions and in-sourcing along the value chain In-sourcing of skin irritation and skin corrosion In-sourcing of cyto- toxicity for medical devices In-sourcing of EpiSensA for skin allergy Acquisition: VitroScreen Efficacy and regulatory toxicology testing 2021 Acquisition: ToxHub Regulatory consulting 2022 2023 20252020201920182017
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ANNUAL REPORT 2025 I SENZAGEN AB 18 World-leading companies use GARD ® During the year, SenzaGen continued to successfully position itself as a leader in skin sensitization. In collaboration with key opinion leaders (KOLs), new findings on the GARD® technology have been present- ed in several scientific settings, including posters, articles and webinars. We clearly believe that in vitro tests such as SenzaGen’s GARD®skin assay will eventually completely replace animal assays for sensitization. ” Karla Lienau, Biological Safety Specialist and Research Engineer , Sonova: Sonova • GARD®skin Medical Device • Industry: Medical devices • Sonova confirms that GARD® effectively identifies allergenic substances in solid materials. Regulatory changes in the medical device sector, including the Medical Device Regulation (MDR) and ISO 10993, are driving the shift from animal testing to non-animal methods. Sonova, one of the world’s leading suppliers of hearing solutions, tests with GARD® during their product de- velopment to identify allergenic substances at an early stage. This approach helps avoid costly and misguided decisions while improving product safety. L ’Oréal • GARD®skin Dose-Response • Industry: Cosmetics • L ’Oréal confirms that GARD®skin Dose-Response can predict allergenic potency and help define safe doses in cosmetics. Lundbeck • GARD®skin Dose-Response • Industry: Pharmaceuticals • Lundbeck confirms that GARD® is a useful tool for occupational health and safety in pharmaceutical manufacturing. Unilever • GARD®skin Dose-Response • Industry: Household products & cosmetics • Unilever confirms that GARD® can detect allergen- ic substances in complex botanical extracts. ExxonMobil • GARD®skin • Industry: Chemicals • ExxonMobil confirms that GARD® provides valuable insights when testing difficult-to-test chemicals, such as complex mixtures and UVCBs.
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ANNUAL REPORT 2025 I SENZAGEN AB 19 Buying patterns for GARD ® SenzaGen’s services are needed when customers introduce a new product in the market or refor- mulate an existing product. Most of the testing takes place in the product development phase, which is when new product candidates are assessed to determine if they meet regulator safety require- ments. Growing customer base with returning customers The combination of a broader customer base and a stronger repeat purchase pattern is a key part of SenzaGen’s sales strategy going forward. The Company’s customer base is growing steadily, driven by relationships with global companies that demonstrate high customer loyalty. Expertise and customer focus keep customers coming back. Potential annual order volume from major global companies CASE IN POINT: A large global skincare company evaluated GARD® in 2023. The following year, the total order value doubled to approximately SEK 1 million. 1,2 1,0 0,8 0,6 0,4 0,2 0 Order 2024 Order 2025 SEK M Discussion Order 2023Contact 6-18 months HIGH CUSTOMER LOYALTY 88 Net Promoter Score (NPS) - 100 100 REVENUE BREAKDOWN RETURNING AND NEW CUSTOMERS 41,9 MSEK (2024: 38,8 MSEK) New customers 16% Returning customers 84% NUMBER OF NEW MULTINATIONAL CUSTOMERS 25 20 15 10 5 0 202520242023
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ANNUAL REPORT 2025 I SENZAGEN AB 20 Growth plan SenzaGen’s growth plan extends through 2030 and focuses on strategic initiatives designed to drive profitable growth in non-animal testing. The plan is divided into three phases that together set out the Company’s path toward long-term organic growth. Breakeven phase SenzaGen is currently in a breakeven phase. During this period, the focus is on continued growth combined with strict cost control. Profitability is expected to improve gradually, strengthening the Company’s financial stability. Accelerated growth phase Following the break-even phase, the Company is expect- ed to enter a phase of accelerated growth. This phase is driven by the market impact of completed and ongoing strategic initiatives, including regulatory approvals and platform technology upgrades, contributing to increased demand. The initiatives are expected to contribute approximately SEK 100 million in annual revenue within two years of completion, as previously communicated in connection with the 2024 capital raise. The Company believes prof- itability will also increase significantly during this period as the business scales. Scale-up phase The Company believes it will then enter a scale-up phase. This phase will be enabled by new initiatives planned for launch and completion, with a particular focus on expansion in the US, FDA approval, and the launch of new test methods. During the scale-up phase, strong revenue growth is expected to continue, while profitability stabilizes at high levels, laying the founda- tion for long-term sustainable business development. . . The sales impact is indicative and represents SenzaGen’s own estimate based on the status of the projects as of November 2025. It is based on information disclosed in connection with the Company’s capital raise in June 2024. INDICATIVE ORGANIC GROWTH 200 Revenue, SEKM Breakeven phase: Growth with cost control Accelerated growth phase: Completion of strategic initiatives Scale-up phase 150 100 50 20262025 2027 2028 2029 2030 Market expansion and launch of new test methods Strategic acquisitions complement and strengthen growth
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ANNUAL REPORT 2025 I SENZAGEN AB 21 Grow GARD®skin through regulatory progress Regulatory approvals are a key driver of broader market acceptance. In 2025, Senza- Gen obtained expanded OECD approval (TG 497) for GARD®skin. The approval enables broader regulatory use and is expected to gradually increase demand, particularly in the chemicals and cosmetics industries. Since 2022, GARD®skin has been approved under Test Guideline 442E to address a key step in the skin sensitization process involving activation of the immune system (Key Event 3 – dendritic cell activation). Test Guideline 497 specifies how methods should be combined in regulatory testing, further strengthening GARD®skin as a relevant tool for industry adoption. Establish the Company as a leading global expert in non-animal testing To further support sales, SenzaGen actively engages in scientific communication and partnerships with prominent thought leaders. Through a focused thought leadership strategy, the Company strengthens its expert position in non-animal testing and builds long-term credibility in the market. In 2025, this was reflected in a number of presentations, scientific contributions, and collaborations with companies such as Clarins, BIC and Sonova, contributing to in- creased visibility and trust in the market. Strengthen market presence through an enhanced commercial model SenzaGen will continue to strengthen its global market presence through a sales model that combines direct sales to strategic customers with an international network of licensees and distributors. The model enables geographic expansion and closer cus- tomer relationships. SenzaGen’s strong scientific position will also lead to increased demand for and confidence in the GARD® platform for regulatory testing. To realize this ambition, the Company is pursuing the priority initiatives below. Drive direct sales to large multinational companies The largest share of SenzaGen’s revenue comes from direct sales of tests performed in the Company's own laboratories. These sales are handled by the Company’s own sales team, combining scientific expertise with commercial experience. The primary focus is Europe, with selective targeting of large multinational companies in the US with recur- ring testing needs. In 2025, the customer base increased by 19 large companies (14), while the share of repeat sales rose to 84 percent (72). The broader customer base and the high level of repeat purchases strengthen revenue stability and play a key role in the Company’s growth strategy going forward. Expand the distributor and CRO network To complement its own sales organization and scale sales internationally, SenzaGen collaborates with a global network of contract research organizations (CROs) special- ized in non-animal testing. Several partners in Europe and the US perform GARD® under license, including Eurofins in Germany and the Institute for In Vitro Sciences, Inc. (IIVS) in the US. At the end of 2025, the Company signed a distribution agreement with Eurofins in the US. The network provides flexible testing capacity, increased geographic reach, and a scalable structure for continued expansion, with a particular focus on the North Amer- ican market. Strategic initiatives SenzaGen’s growth plan is based on specific strategic initiatives that span all phases and strengthen growth and profitability over time.
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ANNUAL REPORT 2025 I SENZAGEN AB 22 Establish GARD® as an industry standard for medical devices SenzaGen company aims to establish GARD®skin as an industry standard for skin sensitization testing of medical devices by inclusion in ISO 10993-10. A technical ad- aptation enables the use of GARD®skin for testing solid materials and extracts, paving the way for broad industry adoption in a market driven by an ongoing transition toward non-animal methods. To realize this ambition, the Company is pursuing the priority initiatives below. Drive inclusion in ISO 10993-10 ISO is currently evaluating non-animal methods for skin sensitization with the aim of including them in the main standard. Such inclusion would enable broad adoption for medical device testing. In 2025, an important milestone was reached when the SenzaGen’s first validation study was presented to the ISO working group and met the requirements to proceed in the process toward inclusion in the standard. In 2026, the process will continue with an ISO-governed ring trial conducted in three independent laboratories. The ring trial is a key step in the standard development pro- cess and a critical prerequisite for future inclusion. In parallel, SenzaGen is engaging in preparatory commercial activities to strengthen its positioning in the medical device sector. These activities include establishing reference customers and initiatives to build early market acceptance. This parallel market development effort is intended to enable faster commercial scal- ing following a regulatory breakthrough. This is expected to occur in 2027, depending on regulators’ review processes and timelines. Advance GARD® through regulatory approvals and technology upgrades SenzaGen will further advance the GARD® platform to ensure long-term regulatory relevance and maintain a technological advantage in a market shifting globally toward non-animal testing methods. Continuous adaptation to new regulations and technolog- ical innovation strengthen the Company’s competitiveness and expand the applications of GARD®. To realize this ambition, the Company is pursuing the priority initiatives below. Adapt GARD®skin Dose-Response to regulatory requirements SenzaGen continuously monitors and analyzes developments at OECD, ISO and FDA, as regulatory frameworks are gradually being adapted to enable non-animal methods. The shift is occurring at varying rates across geographic markets and industries, but the overall direction is clear. In 2025, the UK government launched a national strategy to phase out animal testing in research and product development, with the aim of replacing traditional tests with validated non-animal methods by 2026, including in skin sensitization. The FDA also signaled a shift away from animal testing in the pharmaceutical industry. To align with these shifts, GARD®skin Dose-Response is being further refined to enable assessment of substance potency, providing both quantitative and qualitative informa- tion for risk assessment and classification. Efforts toward regulatory inclusion in OECD TG 442E are progressing, and inclusion is expected to occur in 2027/2028, depending on regulators’ processes. Regulatory progress broadens the scope of use for GARD® and enables customers to use test results not only in product development but also in product filings. Advance the technology platform In parallel, the Company invests in technological development to maintain its scientific and commercial advantage. The GARD® platform’s gene expression analysis will be updated to improve efficiency and profitability, particularly in licensing sales through CRO partners. Completion is planned for 2027.
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ANNUAL REPORT 2025 I SENZAGEN AB 23 Scale with new innovations SenzaGen aims to drive long-term growth by developing new non-animal test methods and expanding its test portfolio based on customer needs and the Company’s expertise in genomics, machine learning, and 3D human tissue models. Continuous innovation strengthens the Company’s competitiveness and opens new market segments. Develop new test methods based on genomics and machine learning The company further develops GARD® to identify related biological effects and expand the range of applications. One example is ongoing work to adapt GARD® to identify substances that can cause photosensitization following exposure to sunlight. In parallel, the Company is evaluating opportunities in genotoxicity, developmental neurotoxicity, and AI and in silico approaches to expand the test portfolio with new endpoints. Advance the VitroScreenORA® platform VitroScreenORA® is based on miniature tissue models grown in culture that mimic human tissue function and are used to evaluate toxicity and efficacy in pharmaceutical, nutraceutical, and cosmetic development. During 2025, a cartilage model was introduced on a limited basis. Work is ongoing to further develop and standardize the models, particularly in dermatology (skin, hair follicles, adipose tissue), to strengthen the platform’s commercial potential. Expand the test portfolio through insourced methods To complement GARD®, the Company integrates additional regulatory tests into the Group’s laboratories to provide a more comprehensive offering to customers. This enables customers to conduct multiple tests to meet regulatory requirements through a single provider. During 2025, EpiSensA was implemented as a complementary test for skin sensitiza- tion. During 2026, the Company plans to introduce additional regulatory tests, includ- ing tests for skin sensitization, to fully capitalize on GARD®skin’s TG 497 approval. Organic growth complemented by acquisitions In addition to the organic growth plan, the Company views strategic acqui- sitions as a way to complement and strengthen growth across all phases, creating additional opportunities to accelerate expansion and increase value creation. The Company evaluates acquisition opportunities with a focus on profitable and growing companies with complementary offerings, in terms of increased value chain presence, tests for more endpoints, and a customer portfolio with access to new segments and geographies.
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ANNUAL REPORT 2025 I SENZAGEN AB 24 Breakeven phase Accelerated growth phase Scale-up phase Growth with cost control Completion of regulatory initiatives driving significant revenue and improved profitability Stabilization of growth and profitability at high levels. Strengthen market presence through an enhanced commercial model Growth of GARD® in regulatory testing, with a focus on large companies with recurring testing needs while main- taining strict cost control. Scaling of the sales model and in- creased market penetration. Continued scaling of the sales model. Establish GARD® as an industry stan- dard for medical devices Market entry with early reference cus- tomers, combined with regulatory and technical validation activities. GARD®skin Medical Device included in ISO standards for skin sensitization testing. Sales acceleration supported by reg- ulatory approval and a strengthened market presence Advance GARD® through regulatory approvals and technology upgrades Positioning, early market acceptance and reference customers, regulatory work and technical validation. OECD approval for GARD®skin Dose-Response and completion of a technology update to the GARD® platform. Sales acceleration supported by reg- ulatory approval and a strengthened market presence Scale with new innovations Idea generation and prioritization of new test methods, and expansion of the regulatory test portfolio with com- plementary tests. Development of new innovative test methods. Launch of new innovative test meth- ods. The table below summarizes the three phases of the growth plan and the strategic initiatives driving SenzaGen’s future growth. Strategy and growth plan at a glance STRATEGIC INITIATIVE
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ANNUAL REPORT 2025 I SENZAGEN AB 25 5 reasons to invest in SenzaGen 1. 2. 3. 4. 5. Large and growing market The global market for non-animal toxicology and efficacy testing is valued at approximately USD 13 billion and is expected to grow at a CAGR of 6.5–9% (2024–2028). At the forefront of a paradigm shift Non-animal tests are rapidly shifting from “nice to have” to “a must.” The key drivers are stricter regulations, increased ethical requirements, and the need for more human-relevant test models. SenzaGen is well positioned to benefit from this shift. Leading technology The Company’s core technology, GARD®, is a scalable platform based on genom- ics and machine learning that replaces animal testing. The platform is com- plemented by Group-wide services that contribute to safer and more efficient product development. Proven and zcalable business model SenzaGen combines organic growth with targeted acquisitions to enable long- term, profitable expansion. The core business is characterized by high gross margins and strong scalability, with notable operating leverage as volumes increase. Right team fit for growth The company is led by an experienced team combining scientific, commercial, and strategic expertise with strong execution capability. The organization has a proven ability to translate innovation into global launches and sales growth. ANNUAL REPORT 2025 I SENZAGEN AB 25
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ANNUAL REPORT 2025 I SENZAGEN AB 26 SenzaGen’s sustainability efforts SenzaGen contributes to safe and sustainable products reaching the market while reducing the need for animal testing. The Com- pany’s tests and consulting help customers ensure product safety and create safer production environments for employees.
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ANNUAL REPORT 2025 I SENZAGEN AB 27 The United Nations Global Compact SenzaGen’s sustainability efforts are based on the United Nations Global Compact and the 17 Sustainable Development Goals (SDGs). SenzaGen’s operations in innovative non-animal toxicology and efficacy testing are directly related to the following SDGs: Goal 3 – Good Health and Well-Being, particularly Target 3.9, by reducing the risks of hazardous chemicals and pollution. Goal 9 – Industry, Innovation and Infrastructure, by developing advanced, sustainable technologies based on genomics and machine learning. Goal 12 – Responsible Consumption and Production, by promoting sustainable production processes and reduc- ing negative environmental impact. Good business practices throughout value chain It is important for SenzaGen to always maintain a high level of ethics in business-related situations. This boosts competitiveness and contributes to a strong reputation. In support of this, the Company has had frameworks requirements. Therefore, quality and quality manage- ment are an integral part of the Company's operations. SenzaGen’s quality management system in Lund en- sures that its products and services are developed and rendered in compliance with set requirements and sup- port systematic improvements. The quality management system’s foundation is the Company’s quality manual, which describes what activities to perform and how to shape processes to assure quality. The Company's quality policy is an extension of the qual- ity manual and is based on the seven quality manage- ment principles of ISO standard 9001, including cus- tomer focus, continual improvement and engagement of people. The policy reflects SenzaGen’s views on quality, and all employees must follow and integrate the policy into their daily work. VitroScreen’s laboratory in Milan is certified to ISO 9001 and ISO 13485. GLP-approved lab operations To meet both customer quality requirements and the regulatory requirements for study data used in product filings with regulators like the Swedish Medical Products Agency or the FDA, the Group’s lab operations in Lund and Milan are GLP-approved. The approval affirms that the Group has ensured that customer studies subject to GLP requirements can be performed with the qual- ity specified by regulators when the study is used as documentation for regulatory purposes. The approval is assured via recurring inspections by national regulators: Swedac in Sweden and the Ministry of Health in Italy. in place since 2020 that are based on the fundamental values expressed in the UN Global Compact’s ten princi- ples, including a code of conduct. The principles include human rights, working conditions, the environment and anti-corruption, and they provide guidelines for how employees should behave in their day-to-day work and in contact with customers, suppliers, competitors and other external parties. SenzaGen also expects the supply chain and other busi- ness partners to apply similar standards and principles in their operations and act in accordance with agreed contracts. In addition to these policies, the Company also has separate anti-corruption directives throughout the value chain. The Company has a zero-tolerance policy for all forms of corruption. SenzaGen’s high ethical standards in the value chain support: Goal 8 – Decent Work and Economic Growth, by en- suring fair treatment and safe working conditions for employees and partners. Goal 16 – Peace, Justice and Strong Institutions, by combating corruption and strengthening the rule of law. Quality By being open and transparent, SenzaGen takes respon- sibility for quality in its offering to customers. Senza- Gen’s products and services must comply with regula- tions, applicable legislation, standards and regulatory
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ANNUAL REPORT 2025 I SENZAGEN AB 28 GLP stands for Good Laboratory Practice and is a quality system of requirements and principles to as- sure the quality of non-clinical safety studies. What constitutes GLP is defined by the OECD for use as a global standard requirement to ensure high-quality and reliable results for product filings and regulatory approval. Supplier evaluations are conducted with a focus on quality and GLP compliance, including audits of sup- plier systems and processes. SenzaGen’s focus on quality efforts contributes to: Goal 9 – Industry, Innovation and Infrastructure, by ensuring high standards for products and services in line with regulatory requirements and innovation. Goal 12 – Responsible Consumption and Production, by taking a systematic approach to quality and the efficient use of resources. Environmental efforts The Group’s day-to-day work both within and outside of its laboratory operations is not energy-intensive and does not have any significant impact on the environ- ment. Also, the Group’s operations do not require any permits under Swedish environmental law. At the same time, SenzaGen advocates for and takes measures to improve the environment in every area possible in line with the UN’s principles for corporate sustainability. We aim to always use energy, materials and other resources sparingly. Our main focus is on following the precautionary prin- ciple and meeting the Company’s strategic initiatives to create efficient workflows, processes and ways of working with the least possible environmental impact. For example, SenzaGen has procedures in place for chemical and waste management in its lab environ- ment and its Swedish lab operations follow the Swed- ish Environmental Protection Agency’s new digital systems for tracking hazardous waste. Procedures are also in place for energy-efficient technical equipment, digital meetings and source-separated recycling. The Company’s headquarters at Medicon Village in Lund, Sweden is connected to the science park’s technical energy solution, ectogrid™. As a result, the buildings in the area share surplus heat and cooling with one another. The solution disposes of waste heat and reduces the energy needs of SenzaGen and the other businesses in the area. SenzaGen’s environmental initiatives address: Goal 12 – Responsible Consumption and Production, by implementing procedures for resource efficiency and waste management. Goal 13 – Climate Action, by minimizing energy use and applying technical solutions such as ectogrid™. Highly satisfied customers Satisfied customers are essential for repeat purchases. SenzaGen in Lund performed very well in the customer satisfaction survey conducted in 2025. On a scale from 1 to 10, we scored 9.50 (9.28) on customer willingness to recommend us to others, corresponding to a high Net Promoter Score (NPS) of 88 (86).
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ANNUAL REPORT 2025 I SENZAGEN AB 29 Attract and empower employees SenzaGen strives to be an attractive and respected em- ployer, where employees have the opportunity to grow and contribute meaningfully to the organization. A strong culture of collaboration – both within and between the companies – is also a key factor in our success, strengthening our ability to act decisively and making us both agile and adaptable. Growing together The SenzaGen sees employees as the Company's most valuable resource. Lifelong learning, new skills devel- opment and efficient ways of working are the key to achieving business goals. Attracting, developing and retaining qualified employees is decisive – as is identi- fying and nurturing the potential of current employees. With a high level of business know-how and specialized expertise, SenzaGen plays the role of reliable problem solver for customers. Business focus and efficient teams To succeed in its mission, SenzaGen strives to create a culture where everyone individually takes responsibility for their tasks and collaborates efficiently on projects and solving problems, both within and between the com- panies. A shared approach and common values foster engagement, support better decision-making, and also improve clarity for customers. Business focus, efficiency and engagement Positive employee experiences The foundation of SenzaGen’s continued success is being an attractive and respected employer, offering employees opportunities to grow, contribute and per- form. With ongoing dialogue and employee surveys, a foundation is laid for how the Company will work to continue developing the organization. In the most recent employee survey (2024), the average score was 9.0 (8.4) on a ten point scale, which is a strong rating for Senza- Gen as an employer. SenzaGen’s efforts to advance gender equality, engage- ment and a positive work environment contribute to: Goal 5 – Gender Equality, by ensuring equal rights and opportunities for women and men. Goal 8 – Decent Work and Economic Growth, by creating a safe and sustainable workplace. Advancing our sustainability efforts The United Nations Global Compact and the sustainable development goals (SDGs) serve as the foundation for SenzaGen’s sustainability strategy. The Company aims to establish measurable sustainability targets over time to support the development of the entire business and to continuously improve its contribution to a more sustain- able future. Our team Finance & administration 10% Lab operations 60% R&D 5% Marketing & sales 17% Role distribution Sustainable work environment SenzaGen seeks to offer a healthy and safe work envi- ronment with good working conditions where everyone has equal rights and opportunities and is treated equally in terms of working conditions and terms of employ- ment. All Group employees have employment agreements that comply with national legislation and regulations. In addition, the Company has an established framework with a code of conduct based on the UN human rights that serves as a complement to local legislation and regulations as well as policies for issues including the work environment, gender equality, and harassment and discrimination. To promote health and well-being, SenzaGen offers its employees in Lund a wellness allowance and encourag- es health initiatives. Employees are encouraged to main- tain a good work-life balance to avoid stress and illness. Questions of well-being, job satisfaction and perceived health situation are taken up during the Company’s annual performance reviews. The rate of absence due to illness at SenzaGen’s head- quarters is continuously analyzed to discover changes. At the end of the year, the number of Group employees was 36 (34), 21 (20) were women and 15 (14) were men. Employees 36 Men 42% PhDs 17% Women 58% Consulting 8%
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2025 ANNUAL REPORT I SENZAGEN AB 30 directors' report The Board of Directors and CEO of SenzaGen AB (publ) (556821-9207), based in Lund, hereby present the annual report and consolidated financial statements for the 2025 financial year. Business SenzaGen is a fast-growing company operating in non-animal chemical testing. With groundbreaking innovations that better reflect human biology, SenzaGen works toward its vision to safe- guard human health while replacing animal testing. With GLP-ap- proved laboratories in Sweden and Italy, the Company is driving the shift toward safer and more ethically sustainable testing. At the core of the Company’s offering is its unique GARD® platform, which uses genomics and machine learning to generate a highly reliable basis for decision-making in the assessment of skin and respiratory allergy. Rapidly growing demand, combined with the Company’s commercialization strategy, regulatory progress, and innovation, lays the foundation for scalable growth with sustain- able profitability. Group SenzaGen is a corporate group consisting of SenzaGen AB, the Parent Company headquartered in Lund, and three wholly-owned subsidiaries, SenzaGen North America Inc (North Carolina, USA), VitroScreen S.r.l. (Milan, Italy) and ToxHub s.r.l. (Rome, Italy). The U.S. subsidiary currently has no operating activities. The Group’s employees work at the Parent Company in Lund and the subsidiaries in Italy, which are where tests are conducted and the product development and sales functions are performed. Significant events during the year • 10 Apr: The regulatory test portfolio was expanded with EpiSensA for skin sensitization. • 22 Apr: The FDA marked a shift toward non-animal testing in the pharmaceutical industry, an industry with long-term significance for SenzaGen. • 2 Jun: SenzaGen received an order from RIFM to evaluate EpiSensA, reinforcing the Company’s portfolio expansion. • 24 Jun: SenzaGen received a new SEK 1.5 million order from RIFM for continued collaboration in photosensitization. • 30 Jun: SenzaGen obtained expanded approval for GAR- D®skin from the OECD, which strengthened the Company’s position in non-animal regulatory testing. • 22 Aug: SenzaGen received an SEK 1.0 million follow-up order for GARD®air from a global leader in pharmaceuticals based in the US. • 3 Oct: SenzaGen secured orders for totaling SEK 1.3 million from a world-leading US chemicals company. • 10 Nov: SenzaGen presented its 2030 Growth Plan and stra- tegic priorities at a capital markets day event. • 12 Nov: SenzaGen won a GARD® order valued at approxi- mately SEK 2.5 million from a leading global tech company in the US. • 18 Nov: The UK marked a shift toward non-animal testing, opening new opportunities for SenzaGen. • 20 Nov: SenzaGen opened expanded laboratory facilities to strengthen capacity in line with the 2030 Growth Plan. • 16 Dec. SenzaGen further strengthened its position in the US with an SEK 1.5 million order from a world-leading chemi- cals company. New accounting policies These are SenzaGen’s first consolidated financial statements pre- pared according to IFRS. Previously, the Company applied BFNAR 2012:1 Annual Report and Consolidated Accounts ("K3"). In addi- tion to the Swedish Annual Accounts Act (1995:1554), the Parent Company therefore applies Recommendation RFR 2 “Accounting for Legal Entities” issued by the Swedish Corporate Reporting Board (Rådet för hållbarhets- och finansiell rapportering). The transition to IFRS is described in more detail in Note 33, First-time adoption of IFRS, in the consolidated financial state- ments. The Parent Company's transition to RFR 2 has not affected financial performance or financial position in historical periods. Research and development SenzaGen invests in research and development to advance new high-tech and human-relevant in vitro methods for safety and efficacy assessment. The foundation of the Group’s product development is the GARD® technology platform, which is broadly applicable in all of the Company’s relevant industries and for difficult-to-test substances. The GARD® technology platform also has potential for use in several more testing and application domains. With the help of VitroScreen’s proprietary test platform VitroScreenORA®, the Group can also provide customers with tailored solutions for a specific test method, cell or tissue type. In 2025, the company continued to invest in the GARD® platform’s IP protection in several countries in Europe, North America and Asia. A patent was granted in the US for SenzaCell®, which pro- tects the biological cell system used in all GARD® tests. Financial performance The Group’s revenue for full year 2025 totaled SEK 58.0 (57.7) million. Growth at constant exchange rates was 4%. GARD® sales increased by 8% to SEK 41.9 (38.8) million, corresponding to a 12% increase at constant exchange rates. The majority of sales are in EUR and USD to companies outside Sweden, which means that the Company’s sales and earnings are impacted by fluctuations in these currencies. The Group’s gross profit was SEK 37.6 (38.6) million, correspond- ing to a gross margin of 65% (67%), which is at par with the Company’s normal level. Total operating expenses for the period amounted to SEK 50.6 (54.1) million, a result of effective cost control. Expenses were impacted by negative foreign exchange effects amounting to SEK 0.5 million. Operating expenses include depreciation and amortization amounting to SEK 4.2 (4.8) million and impairment losses amounting to SEK 0 (2.6) million. The Group’s operating profit (EBIT) was SEK -11.6 (-11.2) million. EBIT was negatively impacted by foreign exchange effects, a temporarily lower gross margin in the fourth quarter and higher operating expenses. SenzaGen capitalizes new development expenditure and rec- ognizes patents in the balance sheet on an ongoing basis. Total investments in intangible assets for the period were SEK 2.5 (3.9) million. Capitalized expenditure for in-house development proj- ects totaled SEK 1.4 (2.8) thousand. The Group’s cash and cash equivalents at the end of the year totaled SEK 26.8 (39.6) million. SenzaGen has been awarded a Formas-funded research grant of SEK 420 thousand during the period. Net cash from operating activities for the year was SEK -6.8 (-6.5) million. Total net cash flow for the year amounted to SEK -12.7 (21.9) million. A directed share issue totaling SEK 37.2 million was conducted in 2024.
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2025 ANNUAL REPORT I SENZAGEN AB 31 Principal risks and uncertainties SenzaGen’s business is exposed to several operational risks. These risks mainly comprise uncertainty concerning market growth, product development and supplier agreements. Financing needs and capital SenzaGen’s future plans may result in increased expenses for the Company. A delay in penetrating new markets could result in poorer earnings for the Company. The possibility that SenzaGen may need to raise additional capital cannot be ruled out. Addition- ally, the Company cannot guarantee that it will be able to raise such additional capital. Key personnel and employees SenzaGen’s key personnel have great expertise and long-standing experience in the Company’s area of activity. Losing one or more key employees could have negative consequences for the Compa- ny’s business and results of operations. Competitors Extensive investment and product development from a compet- itor could cause risks in the form of poorer sales. Additionally, companies with global operations that currently operate in adja- cent areas could decide to expand to SenzaGen’s area of activity. Increased competition could have a negative impact on sales and earnings for the Company in the future. Business cycle and foreign exchange risk External factors such as changes in inflation, exchange rates and interest rates, supply and demand and expansions and contrac- tions can have an impact on operating expenses, sales prices and share value. SenzaGen’s future revenue and share value could be negatively impacted by these factors, which are beyond the Com- pany’s control. Part of sales revenue may be received in interna- tional currencies. Exchange rates could fluctuate significantly. Market growth SenzaGen plans to expand in the coming years by increasing market share in the countries and regions in which it already has sales and by expanding to new countries. Expanding to new coun- tries and regions could result in challenges and risks that are difficult to anticipate. In addition, expansions could be delayed, thus causing losses in revenue. Growth could result in organi- zational challenges. It could be difficult to find and integrate the right personnel into the organization. Patents SenzaGen holds several patents. The Company cannot guarantee that an approved patent will provide effective commercial protec- tion in the future. Product development SenzaGen will continue to develop new products and refine existing products in its area of activity. Time and cost aspects of product development could be difficult to estimate accurately in advance. This results in a risk that planned product development activities will cost more in terms of time and money than planned. Product liability Considering the nature of SenzaGen’s business, it is relevant to take the Company’s product liability into account, which arises when the Company develops and commercializes products. The board considers the Company’s current insurance coverage to be satisfactory in consideration of the nature and extent of its business. However, there is no guarantee that the Company’s insurance coverage will be able to cover any future legal claims in full, which could impact SenzaGen’s business and results of operations negatively. Suppliers SenzaGen works with several suppliers. It cannot be ruled out that one or more of these suppliers may choose to stop working with the Company, which could have a negative impact on the Company’s operations. The Company is dependent on its suppli- ers meeting agreed requirements in terms of quantity, quality and delivery time. Incorrect or missed deliveries from suppliers could lead to delayed deliveries to customers, resulting in lost sales. Distributors and license partners Partner sales currently account for a small share of SenzaGen’s total revenue but play an important role in the long term for the Company's marketing and sales activities. Agreements with dis- tributors make it easier to scale up sales, and license agreements provides flexible testing capacity. There is no guarantee that the partners with which the Company has signed partnership agree- ments will be able to fulfil their obligations, and it cannot be ruled out that disruptions to partners or termination of partnerships could lead to delayed or lost revenue. Customers SenzaGen conducts direct sales primarily targeting large corpo- rations with global operations. The customers operate in stable industries, and orders can amount to several million Swedish kronor. It cannot be ruled out that some of these customers may fail to pay invoices on time or become insolvent, which could neg- atively impact the company's results of operations. Legislation and regulations If SenzaGen’s business were to be subject to regulatory restric- tions or if the Company does not receive required future reg- ulatory authorizations, this could negatively impact SenzaGen commercially and financially.
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2025 ANNUAL REPORT I SENZAGEN AB 32 Future outlook SenzaGen’s growth strategy, which combines organic growth with acquisition activities, is expected to continue to create new opportunities and potential for strong sales performance. The global market for in vitro toxicology testing, in which SenzaGen operates, is growing rapidly according to several industry reports. The market drivers of the industry preference for non-animal tests over traditional animal models are correlated with regula- tory, scientific, ethical and financial aspects. Chemicals, pharma- ceuticals, medical device and cosmetics companies are looking for alternative test methods that are ethically and scientifically superior while also being cost-effective in the long term. In con- sideration of these market drivers, the Company estimates that industry needs for new technology and alternative test methods are high and rising steadily. Employees The number of employees in the Group, converted to full-time equivalent (FTE), was 36 (34) at year-end. 21 (20) of the employees were women and 15 (14) were men. More information is provided under the Section about employees in the sustainability report on page 29. Environment The Company does not conduct any operations subject to permit or notification requirements under the Swedish Environmental Code. The sustainability section of the annual report is presented on pages 26–29. SEK The following retained earnings are available for appropriation by the AGM: Retained earnings 28,378,336 Share premium reserve 72,840,695 Profit for the year -7,513,608 93,705,423 The board proposes that the following amount be carried forward 93,705,423 93,705,423 Proposed appropriation of retained earnings
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2025 ANNUAL REPORT I SENZAGEN AB 33 SEK thousand Note 2025 2024 Revenue 5.6 57,974 57,695 Cost of goods sold -20,406 -19,101 Gross profit 37,568 38,594 Selling expenses 7 -27,075 -27,879 Administrative expenses 7.8 -18,332 -18,321 Research and development expenditure 7 -3,659 -7,071 Other operating income 10 1,383 3,771 Other operating expenses 11 -1,510 -835 Operating profit -11,625 -11,740 Financial income 12 1,037 1,065 Financial expenses 13 -1,245 -1,098 Profit before tax -11,833 -11,773 Income tax 14 246 556 Profit for the year -11,587 -11,218 Profit for the year is entirely attributable to the sharehold- ers of the parent company -11,587 -11,218 Earnings per share 15 Basic earnings per share (SEK) -0.39 -0.41 Diluted earnings per share (SEK) -0.39 -0.41 SEK thousand Note 2025 2024 Profit for the year -11,587 -11,218 Other comprehensive income that may be reclassified to profit or loss Exchange differences on translation of foreign operations -702 711 Total other comprehensive income for the year, net of tax -702 711 Comprehensive income for the year, net of tax -12,289 -10,507 consolidated statement of profit or loss consolidated statement of comprehensive income Profit for the year is entirely attributable to the shareholders of the parent company
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2025 ANNUAL REPORT I SENZAGEN AB 34 SEK thousand Note 31/12/2025 31/12/2024 01/01/2024 ASSETS Non-current assets Goodwill 16 16,616 17,643 17,043 Intangible assets 17 29,883 32,052 34,017 Right-of-use assets 18 13,276 6,185 9,035 Property, plant and equipment 19 3,880 1,763 1,811 Deferred tax asset 14 66 45 - Total non-current assets 63,721 57,688 61,907 Current assets Inventories 20 1,884 3,739 6,228 Trade receivables 27 13,887 13,689 10,589 Current tax asset 1,077 1,912 639 Other receivables 22 2,546 1,626 1,130 Contract assets 6 3,586 1,287 2,328 Prepayments and accrued income 23 2,665 948 1,433 Cash and cash equivalents 24 26,783 39,608 17,624 Total current assets 52,428 62,809 39,971 TOTAL ASSETS 116,149 120,497 101,877 SEK thousand Note 31/12/2025 31/12/2024 01/01/2024 EQUITY AND LIABILITIES Equity 26 Share capital 1,475 1,475 1,209 Other contributed capital 294,895 294,895 259,991 Reserves 9 711 - Retained earnings -218,646 -206,211 -194,983 Total equity 77,733 90,870 66,217 Non-current liabilities Liabilities to credit institutions 21.27 5,393 1,781 1,673 Contingent consideration 21.27 - - - Lease liabilities 18.27.29 9,778 3,634 5,673 Provisions - - - Deferred tax liability 14 - - - Total non-current liabilities 15,171 5,415 7,346 Current liabilities Liabilities to credit institutions 21.27 - - - Contingent consideration 21.27 1,298 1,752 6,319 Lease liabilities 18.27.29 3,700 2,263 2,978 Contract liabilities 6 2,042 947 367 Trade payables 21 5,589 3,087 5,691 Other provisions 6,395 7,011 6,571 Current tax liabilities 122 - 421 Other liabilities 2,200 3,957 2,916 Accrued expenses and deferred income 28 1,899 5,196 3,052 Total current liabilities 23,245 24,212 28,315 TOTAL ASSETS 116,149 120,497 101,877 consolidated statement of financial position
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2025 ANNUAL REPORT I SENZAGEN AB 35 consolidated statement of changes in equity SEK thousand Note Share capital Other contributed capital Reserves Retained earn- ings Total equity Equity at 1 January 2024 26 1,209 259,991 0 -194,983 66,217 Profit for the year -11,218 -11,218 Other comprehensive income for the year 711 711 Total comprehensive income for the year 0 0 711 -11,218 -10,507 Transactions with owners in their capacity as owners New share issue 266 36,944 37,210 Issue expenses -2,653 -2,653 Options 613 613 Foreign currency effects -10 -10 Total 266 34,904 0 -10 35,160 Equity at 31 December 2024 26 1,475 294,895 711 -206,211 90,870 Equity at 1 January 2025 1,475 294,895 711 -206,211 90,870 Profit for the year -11,587 -11,587 Other comprehensive income for the year -702 -702 Total comprehensive income for the year 0 0 -702 -11,587 -12,289 Other -848 -848 Total -848 -848 Equity at 31 December 2025 26 1,475 294,895 9 -218,646 77,733
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2025 ANNUAL REPORT I SENZAGEN AB 36 consolidated statement of cash flows SEK thousand Note 2025 2024 Cash flows from operating activities Operating profit -11,625 -11,740 Adjustments for non-cash items 29 7,560 10,309 Income tax paid -336 -66 Cash flow from operating activities before chang- es in working capital -4,401 -1,498 Cash flow from changes in working capital Change in inventories 1,803 2,573 Change in operating receivables -3,900 -4,219 Change in operating liabilities -325 -3,333 Net cash from operating activities - 6,823 -6,477 Cash flows from investing activities Investments in intangible assets 17 -2,475 -3,875 Investments in property, plant and equipment. 19 -3,012 -656 Interest received 587 817 Acquisition of subsidiaries, net of cash acquired 33 -547 283 Net cash from investing activities -5,447 -3,431 SEK thousand Note 2025 2024 Cash flows from financing activities New share issue - 37,210 Issue expenses - -2,654 Proceeds from borrowings 29 3,273 913 Interest paid -810 -676 Repayment of liabilities to credit institutions 29 - - Repayment of lease liabilities 29 -2,850 -2,994 Net cash from financing activities -388 31,799 Net cash flow for the year -12,658 21,891 Cash and cash equivalents at start of year 39,608 17,624 Exchange rate differences in cash and cash equiv- alents -167 93 Cash and cash equivalents at end of year 24 26,783 39,608
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2025 ANNUAL REPORT I SENZAGEN AB 37 parent company income statement SEK thousand Note 2025 2024 Revenue M3 41,858 38,796 Cost of goods sold -14,515 -11,559 Gross profit 27,343 27,237 Selling expenses M4,M8 -17,598 -17,051 Administrative expenses M4,M7 -13,242 -12,417 Research and development expenditure M4 -3,613 -5,609 Other operating income M5 864 1,023 Other operating expenses M6 -1,510 -833 Operating profit -7,756 -7,650 Interest income and similar items M10 826 2,151 Interest expenses and similar items M11 -584 -365 Profit before tax -7,514 -5,864 Tax on profit for the year M12 - - Profit for the year -7,514 -5,864 The Parent Company has no items of other comprehensive income; therefore, total comprehensive income for the year equals profit for the year.
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2025 ANNUAL REPORT I SENZAGEN AB 38 parent company balance sheet SEK thousand Note 31/12/2025 31/12/2024 01/01/2024 ASSETS Non-current assets Intangible assets M13 Capitalized development expenditure 2,134 1,712 811 Concessions, patents, licenses, trade- marks and similar rights 8,491 8,629 11,125 Total intangible assets 10,625 10,341 11,936 Property, plant and equipment Equipment, tools, fixtures and fittings M14 2,057 315 548 Total property, plant and equipment 2,057 315 548 Financial assets Investments in Group companies M16 48,642 45,686 45,820 Receivables from Group companies M18 2,207 3,140 1,779 Total financial assets 50,849 48,826 47,599 Total non-current assets 63,531 59,482 60,083 Current assets Inventories M17 1,016 2,847 3,559 Total inventories 1,016 2,847 3,559 Current receivables Trade receivables M22 9,861 9,010 3,742 Receivables from Group companies 96 289 603 Current tax asset 533 1,066 533 Other receivables 1,098 516 606 Accrued income 3,586 1,287 2,328 Prepayments and accrued income M19 2,329 1,371 1,664 Total current receivables 17,503 13,539 9,476 SEK thousand Note 31/12/2025 31/12/2024 01/01/2024 Cash and bank balances Cash and bank balances M23 24,455 38,474 16,096 24,445 38,474 16,096 Total current assets 42,964 54,860 29,131 TOTAL ASSETS 106,495 114,342 89,214 EQUITY AND LIABILITIES Equity M20 Restricted equity Share capital 1,475 1,475 1,209 Development expenditure fund 1,323 901 - Total restricted equity 2,798 2,376 1,209 Unrestricted equity Share premium reserve 72,841 72,525 37,622 Retained earnings 28,379 34,664 51,913 Profit for the year -7,514 -5,864 -16,348 Total unrestricted equity 93,706 101,325 73,187 Total equity 96,503 103,701 74,396 Provisions Contingent consideration M24 1,298 1,752 6,319 Total provisions 1,298 1,752 6,319 Current liabilities Trade payables M15 3,326 1,155 3,979 Current tax liabilities - - 421 Liabilities to Group companies M15 324 157 142 Other liabilities 1,222 1,720 829 Deferred income 2,042 947 367 Accrued expenses and deferred income M21 1,780 4,910 2,761 Total current liabilities 8,694 8,889 8,499 TOTAL EQUITY AND LIABILITIES 106,495 114,342 89,214
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2025 ANNUAL REPORT I SENZAGEN AB 39 parent company statement of changes in equity SEK thousand Share capital Development expenditure fund Share premium reserve Retained earnings including profit for the year Total equity Equity at 1 January 2024 1,209 0 37,622 35,565 74,396 Profit for the year -5,864 -5,864 Development expenditure 901 -901 0 Total comprehensive income for the year 0 901 0 -6,765 -5,864 Transactions with owners of the Parent Company New share issue 266 36,944 37,210 Issue expenses -2,653 -2,653 Options 613 613 Total 266 0 34,904 0 35,170 Equity at 31 December 2024 1,475 901 72,525 28,800 103,701 Equity at 1 January 2025 1,475 901 72,525 28,800 103,701 Profit for the year -7,514 -7,514 Development expenditure 421 -421 Other comprehensive income for the year Total comprehensive income for the year 0 421 0 -7,935 -7,514 Transactions with owners of the Parent Company Options 315 315 Total 0 0 315 0 315 Equity at 31 December 2025 1,475 1,322 72,841 20,865f 96,503 Restricted equity Unrestricted equity
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2025 ANNUAL REPORT I SENZAGEN AB 40 parent company cash flow statement SEK thousand Note 2025 2024 Cash flows from operating activities Operating profit -7,756 -7,650 Adjustments for non-cash items M23 1,640 5,138 Income tax paid 0 Cash flow from operating activities before changes in working capital -6,116 -2,512 Cash flow from changes in working capital Change in inventories 1,831 712 Change in operating receivables -3,030 -5,423 Change in operating liabilities -3,057 -4,327 Net cash from operating activities -10,373 -11,550 Cash flows from investing activities Acquisition of intangible assets, including capitalized development expenditure M13 -1,377 -2,694 Acquisition of property, plant and equipment M14 -1,974 -2 Acquisition of financial assets -547 282 Interest received 656 2,151 Net cash from investing activities -3,242 -263 SEK thousand Note 2025 2024 Cash flows from financing activities Shareholder contributions received New share issue 37,210 Expenses attributable to non-cash and new share issues -2,653 Interest paid -365 Exchange rate adjustment -413 Net cash from financing activities -584 34,191 Net cash flow for the year -14,030 22,378 Cash and cash equivalents at start of year 38,474 16,096 Cash and cash equivalents at end of year M23 24,445 38,474
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2025 ANNUAL REPORT I SENZAGEN AB 41 notes to the consolidated financial statements NOTE 1 General information This annual report and consolidated financial statements are for the Swedish Parent Company SenzaGen AB, with company regis - tration number 556821-9207, and its subsidiaries. SenzaGen operates in the field of non-animal testing of chemi - cals. The company develops, sells, and performs in vitro tests to assess whether a chemical is safe, and functions as intended, in accordance with regulatory requirements. The operations include both proprietary test methods and complementary methods. Cus- tomers are primarily companies active in the chemical, cosmetics, medical device, and pharmaceutical industries. The Parent Company is a Swedish limited liability company (ak - tiebolag) with its registered office in Lund, Sweden. The address of the headquarters is Medicon Village, Bldg 401, Scheelevägen 8, 223 63 Lund, Sweden. The board has approved these annual report and consolidated financial statements on 20 April 2026, which will be submitted for adoption at the Annual General Meeting on 12 May 2026. NOTE 2 Significant accounting policies Basis of preparation The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards issued by the In- ternational Accounting Standards Board (IASB) as adopted by the European Union (EU). In addition, the Group applies the Swedish Annual Accounts Act (1995:1554) and RFR 1 “Supplementary Accounting Rules for Groups” issued by the Swedish Corporate Reporting Board (Rådet för hållbarhets- och finansiell rapporter- ing). The Group presents the statement of profit or loss using a func- tion of expense method. The statement of cash flows has been prepared using the indirect method. The Group presents interest received as investing activities and interest paid as financing activities. The Group provides disclosures on significant accounting policies. Significant accounting policies are those for which the underlying transaction is material and where the information in the account- ing policy is material to the understanding of the transaction, for example where the Group has made a policy choice or where the accounting policy is entity-specific. Where the Group applies an accounting policy as described in IFRS, no disclosure of the policy has been provided. In addition to the significant accounting policies presented in this note, significant accounting policies are also presented directly in connection with the note to which the accounting policy relates. Preparing financial statements in accordance with IFRS re- quires the use of certain significant accounting estimates. It also requires the board of directors and management to make certain judgments in applying the Group’s accounting policies. Areas involving a high degree of judgment, that are complex, or where assumptions and estimates are of material significance to the consolidated financial statements are listed in Note 4 and are described in more detail in the respective note relating to the area to which the estimate or judgment pertains. These are the Group’s first financial statements prepared in accordance with IFRS. SenzaGen has applied IFRS 1 First-time Adoption of International Financial Reporting Standards in the preparation of these financial statements. The transition to IFRS is described in Note 33, First-time adoption of IFRS. The Group has also applied IFRS and IFRS 1 in the interim report published for the fourth quarter of 2025. For a description of the Parent Company’s accounting policies, see the Parent Company’s note M1. Currency Functional currency and presentation currency Items included in the financial statements of the individual entities within the Group are measured using the currency of the primary economic environment in which each entity operates (functional currency). In the consolidated financial statements, Swedish kronor (SEK) are used, which is the Parent Company’s functional currency and presentation currency. All amounts are rounded to the nearest thousand Swedish kronor (SEK thou- sand), unless otherwise stated. Rounding differences may occur. Amounts in parentheses in the financial statements relate to comparative periods and, in certain cases, also to the opening balance at 1 January 2024. Transactions and balance sheet items Foreign currency transactions are translated into the functional currency using the exchange rates in effect on the transaction date or the date on which the items are remeasured. Exchange differences arising on settlement of such transactions and on translation of foreign currency monetary assets and liabilities at the closing rate are recognized on a gross basis in the statement of profit or loss, within operating profit or as financial items, de- pending on where the underlying transaction is recognized. NOTE 3 New and amended accounting standards IFRS 18 “Presentation and Disclosure in Financial Statements” is effective for annual periods beginning on or after 1 January 2027. However, it has not yet been endorsed by the EU. IFRS 18 replaces IAS 1 and primarily affects the presentation of the statement of profit or loss and the statement of cash flows. The Group is currently assessing the effects of IFRS 18. There are no IFRS® Accounting Standards or IFRIC Interpretations effective during the year that have had a material impact on the Group. No new or amended IFRS® Accounting Standards have been early adopted. The Group does not consider that any standards other than IFRS 18 that are not yet effective will have a material impact on the Group’s financial position or financial performance. NOTE 4 Significant estimates and judgements The areas involving significant estimates and judgments are described in the following notes. • Note 16 Goodwill • Note 17 Intangible assets • Note 18 Leases
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2025 ANNUAL REPORT I SENZAGEN AB 42 Revenue from contracts with customers 2025 2024 Sweden 2,041 1,251 France 8,591 11,529 Italy 7,744 7,925 Rest of Europe 20,380 21,195 US 18,286 13,642 Rest of world 932 2,153 Total revenue from contracts with customers 57,974 57,695 Contract assets 31/12/2025 31/12/2024 Opening balance 1,287 2,328 Material changes in contract assets: Changes arising from normal operations 2,299 -1,041 Closing balance 3,586 1,287 Non-current assets by country in which the Group operates 31/12/2025 31/12/2024 01/01/2024 Sweden 23,010 12,213 15,384 Italy 40,645 45,430 46,523 Total 63,655 57,643 61,907 NOTE 5 Operating segments Significant accounting policy – operating segments The Group operates a single, unified business in which various in vitro tests are performed within the Group. SenzaGen’s CEO is identified as the chief operating decision maker (CODM) and reviews and monitors the business as a single operating segment. Accordingly, the Group comprises a single operating segment. For a breakdown of revenue from external customers by country, see Note 6 Revenue from contracts with customers. NOTE 6 Revenue from contracts with customers Significant accounting policy – revenue The largest share of SenzaGen’s revenue comes from direct sales of in vitro tests to end users or distributors that are performed in the Company's own laboratories. Sales work is performed by in-house sales forces in Sweden and Italy. A portion of the revenue is derived from sales to distribu- tors, which in turn sell the tests to end customers. A smaller portion is derived from licensing of test methodology to other laboratories. Revenue from in-vitro testing Revenue from in vitro testing services is recognized in accordance with IFRS 15. The Group enters into contracts separately with end users, while a master agreement is established with distributors under which each order constitutes a separate contract. Each test constitutes a distinct performance obligation. The transaction price is a fixed price per test. Incentives and bonuses are very limited. Revenue is recognized over time, measured using an input method based on costs incurred relative to total estimated costs. Invoicing occurs partly in advance and partly upon completion of the work. A test typically takes 6–8 weeks to complete. The carrying amounts of non-current assets are based on the location of the assets. Non-current as- sets presented in the table above include intangible assets, goodwill, property, plant and equipment, and right-of-use assets. The carrying amounts of non-current assets are based on the location of the assets. Non-current as- sets presented in the table above include intangible assets, goodwill, property, plant and equipment, and right-of-use assets. IFRS 8 requires entities to disclose information about major customers, defined as those generating 10 per cent or more of revenue. If such customers exist, the entity is required to disclose the amount of revenue from each such customer and the segment or segments reporting that revenue. The identity of the major customer need not be disclosed. Revenue is based on the location of the customer’s operations. Contract assets comprise accrued revenue for which the Group’s right is conditional on continued performance in accordance with the contract. When the Group’s right to consideration becomes unconditional, the asset is recognized as a receivable. Revenue from licensing of test methodology The Group also recognizes revenue from licensing of test methodology. The license grants other laboratories the right to use the test methodology for which SenzaGen holds the rights and which is approved for regulatory testing. The agreements are structured as master agreements with custom- ers under which a license to the approved test methodology is granted. The Group receives royalties, representing variable consideration, for each test performed by the laboratory. Revenue is recog- nized when the subsequent usage occurs, that is, when the laboratory performs a test. Invoicing occurs monthly in arrears.
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2025 ANNUAL REPORT I SENZAGEN AB 43 Contract liabilities 31/12/2025 31/12/2024 Opening balance 947 367 Material changes in contract liabilities: Changes arising from normal operations 1,095 580 Closing balance 2,042 947 Revenue recognized for the year Nature of expense 2025 2024 Selling expenses Raw materials and consumables 1,268 1,209 Employee benefits expense 13,474 14,471 Depreciation and amortization 2,693 3,194 Other external expenses 9,640 9,005 Total 27,075 27,879 Administrative expenses Raw materials and consumables 99 815 Employee benefits expense 9,878 10,829 Depreciation and amortization - 143 Other external expenses 8,355 6,534 Total 18,332 18,321 Research and development expenditure Raw materials and consumables 981 1,045 Employee benefits expense 2,576 2,639 Depreciation and amortization 1,189 3,586 Other external expenses 457 1,414 Capitalized costs 1,388 -1,613 Total 3,659 7,071 Revenue allocated to unsatisfied or partially unsatisfied performance obligations expected to be recognized as revenue. Contract liabilities represent consideration received in advance from customers for which performance obligations have not been satisfied. Contract liabilities are recognized as revenue when performance obligations are satisfied. All amounts included in contract liabilities at 1 January have been recognized as reve- nue for the year. SenzaGen applies the practical expedient not to disclose information about perfor- mance obligations that are part of contracts with an original expected duration of one year or less, or revenue recognized in an amount that corresponds directly to the value to the customer of the Group’s performance completed to date. NOTE 7 Expenses by nature
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2025 ANNUAL REPORT I SENZAGEN AB 44 NOTE 8 Auditor’s fees 2025 2024 Mats-Åke Andersson, HLB Auditoriet Audit services 402 375 Other assurance services 27 Total 429 375 HLB Analisi, Italy Audit services - 114 Total - 114 Employee benefits expense 2025 2024 Parent Company Board and other senior executives (12 people) Salaries and other remuneration 7,937 8,711 – Bonuses - - Social security contributions 2,264 2,458 Pension expense 1,844 1,417 Other employee benefit expenses 320 397 Total 12,365 12,983 Employee benefits expense 2025 2024 Parent Company Other employees Salaries and other remuneration 8,444 6,833 Social security contributions 2,448 2,180 Pension expense 579 910 Other employee benefit expenses 281 482 Total 11,752 10,405 Parent Company total 24,117 23,388 Employee benefits expense 2025 2024 Subsidiaries Other employees Salaries and other remuneration 4,007 5,363 Social security contributions 985 1,286 Pension expense 486 - Other employee benefit expenses 26 374 Total 5,504 7,023 Group total 29,621 30,411 Audit services refer to the auditor’s work for the statutory audit, and other assurance services refer to various types of assurance services. Other services are services that do not form part of audit engagements or tax advisory services. NOTE 9 Employees and employee benefit expenses Average number of employees Employ- ees at 31 December Average number of employees Women % Men % Employ- ees at 31 December Average number of employees Women % Men % Parent Company 22 22 55% 45% 21 19 58% 42% Subsidiaries in: 13 13 69% 31% Italy 14 14 63% 37% Group total 36 36 58% 42% 34 32 62% 38% 2025 2024 Gender distribution, board and senior execu- tives Number at balance sheet date Women % Men % Number at balance sheet date Women % Men % Parent Company Board of Directors 5 40% 5 40% 60% CEO and other senior executives 6 50% 7 57% 43% Parent Company total 11 45% 12 50% 50% Group total 11 45% 12 50% 50% 31/12/2025 31/12/2024
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2025 ANNUAL REPORT I SENZAGEN AB 45 2025 Base salary / directors' fees Variable remunera- tion Pension expense Other re- muneration Total Chairman: Carl Borrebaeck 400,000 - - - 400,000 Director: A-C Malmborg Hager 200,000 - - - 200,000 Ian Kimber 200,000 - - - 200,000 Paul Yianni 200,000 - - - 200,000 Paula Zeilon 200,000 - - - 200,000 CEO and other senior executives Peter Nählstedt 2,205,750 336,377 2,542,127 Group Management (5 people) 3,835,620 20,034 1,147,929 85,061 5,088,644 Total 7,241,370 20,034 1,484,306 85,061 8,830,771 2024 Base salary / directors' fees Variable remunera- tion Pension expense Other re- muneration Total Chairman: Carl Borrebaeck 400,000 - - - 400,000 Director: A-C Malmborg Hager 200,000 - - - 200,000 Ian Kimber 200,000 - - - 200,000 Paul Yianni 200,000 - - - 200,000 Paula Zeilon 200,000 - - - 200,000 CEO and other senior executives Peter Nählstedt 1,922,547 360,500 329,856 2,612,903 Group Management (6 people) 4,732,200 233,300 810,231 16,707 5,792,438 Total 6,654,747 593,800 1,140,087 16,707 8,405,341 Remuneration principles Fees are paid to the board chairman and directors as per AGM resolution. Remuneration of the CEO and other senior executives consists of a base salary and other benefits (company car). Apart from the CEO, the Group’s senior executives comprise four employees and one external member. Deliberation and decision-making process A resolution on the CEO’s remuneration and benefits was passed by the SenzaGen Board of Directors. The CEO is preparing a proposal on the remuneration and benefits of other senior executives that will be presented to the board. Comments on tables Termination benefits Both SenzaGen and the CEO shall observe a six month notice period. The CEO is entitled to special severance pay for six months. During the notice period, the CEO is entitled to unchanged fringe benefits, including bonuses. Other senior executives are subject to a notice period of between three and six months in the event of termination by either party. No special severance pay will be due. Share-based remuneration No directors or other senior executives hold any share-related remuneration (options, convert- ibles or the like). SenzaGen has an employee stock option plan for employees and directors that are not employed by SenzaGen (see Note 26 Equity). The cost of this plan for senior executives and the board was charged to profit or loss in the amount of SEK 275 (380) thousand. Related party transactions Via his company Ocean Capital, Board Chairman Carl Borrebaeck has been hired by Senza- Gen on a consulting basis to provide scientific project support for the Company. In 2025, a total of SEK 147 thousand was paid in remuneration to Ocean Capital. Via his company Kimber Biomedical, Director Ian Kimber has been hired by SenzaGen on a consulting basis to provide scientific support for the Company. In 2025, a total of SEK 93 thousand was paid in remuneration to Kimber Biomedical. Via his company Yianni Consulting, Director Paul Yianni has been hired by SenzaGen on a consulting basis to provide commercial support for the Company. In 2025, a total of SEK 14 thousand was paid in remuneration to Yianni Consulting. Agreements were based on market terms. Apart from the remuneration disclosed above, the Company did not engage in any transactions with directors or other related individuals and subsidiaries in 2025.
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2025 ANNUAL REPORT I SENZAGEN AB 46 Share-based remuneration – stock options There are three active stock option programmes in SenzaGen. For valuation and detailed terms, see Note 26 Equity. Group management, other key management personnel, as well as other employees and consul- tants considered key personnel within the Group, have been offered the opportunity to acquire stock options. Participants in the stock option plan are entitled to receive stock options free of charge. The market value of the option has been calculated using the Black-Scholes pricing model, adjusted for barrier conditions to calculate the Company’s social security expenses. The stock options in two of the active option programmes are subject to barrier conditions and cannot be exercised to subscribe for shares until the barrier level has been reached. The barri- ers are calculated as 158% and 300% of the average of the listed volume-weighted price paid for each trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during specific periods. Stock options subject to barriers cannot be exercised until the vol- ume-weighted price paid measured per trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the share subscription period is higher than the barrier level durign specific periods. Each stock option entitles the holder to subscribe for one new share in the Company in exchange for cash payment, provided that the barrier conditions have been met. The terms and holdings of stock options for the CEO, other senior executives, and other employees as of the reporting date are presented below. The expense recognized in the consolidated statement of profit or loss for the financial year is pre- sented below. Cash flows were affected by social security contributions paid in respect of the stock option programs of SEK 315 (613) thousand. The expenses are included in the “Employee benefits expense” table in this note. Number of outstanding options Category 31/12/2025 Change 31/12/2024 Change 01/01/2024 CEO Peter Nählstedt 550,000 175,000 375,000 100,000 275,000 Other senior executives 395,000 -185,000 580,000 -95,000 675,000 Other employees 815,000 -122,500 937,500 158,000 779,500 Other - - - - - Total 1,760,000 -132,500 1,892,500 163,000 1,729,500 2025 2024 Changes in fair value of contingent consideration 454 752 Foreign exchange gains 444 1,023 EU grants - 1,980 Formas grants 420 - Revenue adjustment 65 16 Total 1,383 3,771 2025 2024 Foreign exchange losses - 1,510 -835 Total - 1,510 -835 2025 2024 Assets measured at amortized cost: Interest income from cash and cash equivalents 587 817 Total interest income calculated using the effective interest method 587 817 Other financial income Foreign exchange gains 450 248 Total financial income 1,037 1,065 NOTE 10 Other operating income NOTE 11 Other operating expenses NOTE 12 Financial income
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2025 ANNUAL REPORT I SENZAGEN AB 47 2025 2024 Liabilities measured at amortized cost: Interest expense on borrowings from credit institutions -149 -146 Interest expense on lease liabilities -665 -621 Other interest expenses -6 - Total interest expenses calculated using the effective interest method -820 -767 Other financial expenses Other financial expenses -18 - Foreign exchange losses -407 -331 Total financial expenses -1,245 -1,098 2025 2024 Current tax Current tax on profit for the year -336 -27 Adjustments for prior years - - Total current tax -336 -27 Deferred tax Deferred tax on temporary differences 582 622 Deferred tax on tax loss carryforwards - - Total deferred tax 582 622 Other taxes - -39 Tax expense recognized in the statement of profit or loss 246 556 Reconciliation of the effective tax rate 2025 2024 Profit before tax -11,883 -11,773 Tax expense at the applicable tax rate for the Parent Company (20.6%) -2,438 -2,425 Tax effect of: Non-taxable income Non-deductible expenses Different tax rates in foreign subsidiaries Tax for prior years Unrecognized tax loss carryforwards 2,438 2,425 Previously unrecognized tax loss carryforwards recognized Other Other Income tax expense 246 556 Effective tax rate -2% -5% NOTE 13 Financial expenses NOTE 14 Tax The main components of the tax expense for the year and the relationship between the expected tax expense based on the Swedish tax rate and the tax expense recognized in profit or loss are as follows: Disclosures of deferred tax assets and liabilities The tax effect of temporary differences is presented in the tables below. The Group has no tax amounts recognized in other comprehensive income or directly in equity. Deferred tax asset Deferred tax liability Deferred tax 31/12/2025 31/12/2024 31/12/2025 31/12/2024 Opening balance at 1 January 45 - - - Recognized in consolidated state- ment of profit or loss 21 45 - - Closing balance at 31 December 66 45 0 0
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2025 ANNUAL REPORT I SENZAGEN AB 48 31/12/2025 31/12/2024 01/01/2024 Deferred tax broken down by category Deferred tax asset Deferred tax liability Recognized in profit or loss for the year (+ income, – expense) Deferred tax asset Deferred tax liability Recognized in profit or loss for the year (+ income, – expense) Right-of-use assets 0 2,820 0 0 1,334 0 Lease liability 2,886 0 0 1,379 0 45 Tax loss carryforwards 0 0 0 0 0 0 Deferred tax asset/ liability 2,886 2,820 0 1,379 1,334 45 Offsetting -2,820 -2,820 0 -1,334 -1,334 0 Net deferred tax asset/liability 66 0 0 45 0 45 Deferred tax broken down by category Deferred tax asset Deferred tax liability Right-of-use assets 0 1,782 Lease liability 1,782 0 Tax loss carryforwards 0 0 Deferred tax asset/ liability 1,782 1,782 Offsetting -1,782 -1,782 Net deferred tax asset/ liability 0 0 Offsetting relates to deferred tax attributable to lease liabil- ities and right-of-use assets. There are tax loss carryforwards for which deferred tax assets have not been recognized in the statement of financial position, amounting to SEK 194 thousand (SEK 187 thousand; SEK 174 thousand) (tax base), and they do not expire. Deferred tax assets have not been recognized for these items, as it is not probable that the Group will be able to utilize them against future taxable profits in the foreseeable future.
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2025 ANNUAL REPORT I SENZAGEN AB 49 NOTE 15 Earnings per share NOTE 16 Goodwill Basic earnings per share 2025 2024 Profit or loss attributable to owners of the parent -11,587 -11,218 Weighted average number of ordinary shares outstanding (thousands) 29,504 27,289 Basic earnings per share (SEK) -0.39 -0.41 Diluted earnings per share Profit or loss attributable to owners of the parent -11,587 -11,218 Weighted average number of ordinary shares outstanding (thousands) 29,504 27,289 Diluted earnings per share (SEK) -0.39 -0.41 Weighted average number of shares Weighted average number of ordinary shares outstanding (basic) 29,504 27,289 Weighted average number of ordinary shares outstanding (diluted) 29,504 27,289 31/12/2025 31/12/2024 Opening cost 17,643 17,043 Foreign exchange effects -1,027 600 Closing accumulated cost 16,616 17,643 Opening accumulated impairment losses - - Impairment losses for the year - - Foreign exchange effects - - Closing accumulated impairment losses - - Closing carrying amount 16,616 17,643 For changes in the weighted average number of ordinary shares outstanding (basic), see Note 26 Equity. SenzaGen has issued stock options with a potential dilutive effect; see Note 26 Equity for further information. The stock options have not had a dilutive effect in the periods presented, as they would reduce the loss per share due to the loss for the year. Significant accounting policy – Impairment testing of goodwill Goodwill has an indefinite useful life and is tested for impairment at least annually, or when there is an indication of impairment. If the carrying amount exceeds the value in use, impairment is required. The test is performed annually at 31 December. Significant judgments and estimates – impairment testing of goodwill Impairment testing of goodwill involves a number of judgements and estimates, and changes in these may have a material impact on the carrying amount of goodwill. Value in use is measured as expected future cash flows based on the financial plans developed for each cash-generating unit. The financial plans are based on the budget approved by the board of directors and the strategic plan developed by Group Management and presented to the board. These financial plans cover a forecast period of 5 years and include organic sales growth, changes in operating margins, and changes in working capital utilization. Further information on these assumptions is provided below.
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2025 ANNUAL REPORT I SENZAGEN AB 50 Sensitivity analysis The Group’s impairment test of goodwill indicates that no impairment is recognized and that no rea- sonably possible changes in key assumptions would result in impairment. Sensitivity analyses show that no impairment is recognized assuming a simultaneous adverse change in growth beyond the forecast period and an increase in the discount rate (WACC) of 1%. Impairment testing Goodwill is tested for impairment at the lowest level at which separately identifiable cash flows exist (cash-generating units), which for the Group is the Group as a whole. The impairment test for the Group’s goodwill involves assessing whether the recoverable amount exceeds the carrying amount. The recoverable amount is based on value in use, which represents the present value of expected future cash flows, excluding any future business expansion or restructur- ing. The calculation of value in use is based on: 31/12/2025 31/12/2024 01/01/2024 Pre-tax discount rate (%) 8,5 8,2 9,2 Cash flow forecast over 5 years 5 years 5 years Extrapolation of cash flows beyond the forecast period at a growth rate of (%) 1 1 1 NOTE 17 Intangible assets Internally generated intangible assets relate to the development of new methodology for in vitro testing. The Group’s development includes both the further development of existing methodology and the development of new methodology. In addition, SenzaGen has intangible assets in the form of patents, acquired trademarks, and similar rights. Significant accounting policy – intangible assets Internally generated intangible assets Development projects are divided into research and development phases based on whether they meet the recognition criteria, the definition of an asset, and whether the costs can be measured reliably. Expenditure attributable to research is expensed as incurred, while expenditure attributable to development is capitalized as an internally generated intangible asset. Capitalized expenditure pri- marily relates to employee benefits and consulting fees. Expenditure for the maintenance of existing assets is expensed as incurred. Assets under development are tested for impairment at least annually. When they are ready for use, the useful life is determined and subsequently reviewed at least annually and adjusted if necessary. Amortization of intangible assets Intangible assets are measured at cost less accumulated amortization and impairment losses. The assets are amortized on a straight-line basis over their expected useful lives. The useful life of internally generated intangible assets is 5–10 years. The useful life of patents and trademarks is 1–20 years. Significant estimates and judgements – intangible assets The capitalization of development expenditures is based in part on the assessment that the asset will generate future economic benefits and that it is technically feasible to complete the asset for its in- tended use. In addition, judgment is required in determining what constitutes development and what constitutes maintenance of existing assets. The assessment is made for each cash-generating unit. The useful life of internally generated intangible assets depends on factors such as the product life cycle and contract terms and should reflect the period over which the asset provides the Company with economic benefits. Amortization begins when development projects are ready for launch. The useful life of patents corresponds to the term of the patent. Acquired trademarks are measured at fair value at the acquisition date and are subsequently carried at cost less accumulated amortization and accumulated impairment losses. The useful life is reviewed at least at the end of each financial year.
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2025 ANNUAL REPORT I SENZAGEN AB 51 Patents and trademarks Internally gen- erated intangible assets Total Accumulated cost Opening cost 1/1/2024 36,255 29,526 65,781 Internal development 1,081 2,800 3,881 Translation difference 732 216 948 Closing cost at 31/12/2024 38,068 32,542 70,610 Internal development 1,082 1,369 2,451 Translation difference -1,254 -439 -1,693 Closing cost at 31/12/2025 37,896 33,472 71,368 Accumulated amortization Opening amortization at 1/1/2024 -6,627 -12,395 -19,022 Amortization for the year -2,056 -1,976 -4,032 Translation difference -83 -97 -180 Closing amortization at 31/12/2024 -8,766 -14,468 -23,234 Amortization for the year -2,008 -1,349 -3,357 Translation difference 202 228 430 Closing amortization at 31/12/2025 -10,572 -15,589 -26,161 Accumulated impairment losses Opening impairment losses at 1/1/2024 - -12,742 -12,742 Impairment losses for the year -2,583 - -2,583 Closing impairment losses at 31/12/2024 -2,583 -12,742 -15,325 Impairment losses for the year - - - Closing impairment losses at 31/12/2025 -2,583 -12,742 -15,325 Opening carrying amount at 1/1/2024 29,628 4,389 34,017 Closing carrying amount at 31/12/2024 26,719 5,332 32,052 Closing carrying amount at 31/12/2025 24,742 5,141 29,883 SenzaGen expensed SEK 3.7 (7.0) thousand for research and development expenditure during the year. Significant accounting policy – leases The Group is a lessee only. The Group’s leases relate to premises, laboratory equipment and vehicles (classified as “other”), and office equipment. Leases for office equipment are expensed on a straight- line basis over the lease terms given that the underlying assets are of low value. Accordingly, the Group presents two categories of right-of-use assets: premises and other. Lease liabilities At the commencement date of a lease, the Group recognizes a lease liability equal to the present value of the lease payments to be made over the lease term. The lease term is determined as the non-cancellable period together with periods covered by options to extend or terminate the lease if the Group is reasonably certain to exercise those options. To calculate the present value of the lease payments, the Group uses the interest rate implicit in the lease if that rate can be readily determined and otherwise uses the incremental borrowing rate at the commencement date of the lease. The Group includes only lease components in the measurement of lease liabilities. Significant judgments and estimates – leases IFRS 16 has a material impact on the consolidated financial statements. In calculating the lease lia- bility, management has made a number of judgements and estimates that have affected the amount of the lease liability. These primarily relate to judgements regarding extension and termination op- tions, that is, the lease term. Judgements regarding the lease term are made on a contract-by-con- tract basis and are based on contract-specific circumstances along with commercial considerations, such as whether or not there are incentives to extend a contract. In general, it is assumed to be more likely that extensions will be exercised the shorter the remaining term of the lease. Determining the discount rate used to measure the lease liability also involves judgements and estimates that may have a material impact on the amount of the lease liability. SenzaGen determines the discount rate based on the cost of existing short-term financing, the economic environment and the lease term. The table below presents the closing balances of right-of-use assets and lease liabilities and the changes in these balances during the year. NOTE 18 Leases
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2025 ANNUAL REPORT I SENZAGEN AB 52 Premises Other Total Lease lia- bility Opening balance at 1/1/2024 8,555 480 9,035 8,651 Additions - 201 201 201 Remeasurements of leases 16 - 16 16 Depreciation of right-of-use assets -2,981 -107 -3,088 - Interest expense on lease liabilities - - - 621 Lease payments - - - -3,615 Foreign exchange difference 22 - 22 23 Closing balance at 31/12/2024 5,611 574 6,185 5,896 Additions - - - - Remeasurements of leases 16 - 16 16 Depreciation of right-of-use assets -3,192 -163 -3,355 - Interest expense on lease liabilities - - - 665 Lease payments - - - -3,515 Foreign exchange difference -237 - -237 -250 Closing balance at 31/12/2025 12,865 411 13,276 13,478 Cost Leasehold improvements Equipment Total At 1/1/2024 1,577 13,600 15,177 Additions for the year 2 621 623 Business combinations - - - Disposals and write-offs - - - Foreign exchange differences 40 323 363 At 31/12/2024 1,619 14,544 16,163 Additions for the year 1,209 5 1,214 Business combinations - - - Disposals and write-offs - -615 -615 Foreign exchange differences 68 266 334 At 31/12/2025 2,896 14,200 17,096 Accumulated depreciation At 1/1/2024 -1,400 -11,966 -13,366 Depreciation for the year -65 -648 -713 Disposals and write-offs - - - Foreign exchange differences -35 -286 -321 At 31/12/2024 -1,500 -12,900 -14,400 Depreciation for the year - -220 -220 Disposals and write-offs 431 427 858 Foreign exchange differences 33 513 546 At 31/12/2025 -1,036 -12,180 -13,216 Opening carrying amount at 1 January 2024 177 1,634 1,811 Closing carrying amount at 31 December 2024 119 1,644 1,763 Closing carrying amount at 31 December 2025 1,860 2,020 3,880 2025 2024 Depreciation of right-of-use assets 3,355 3,088 Interest expense on lease liabilities 665 621 Expense relating to short-term leases - 91 Expense relating to low-value leases 104 106 Total lease expense 4,124 3,906 Right-of-use assets The amounts relating to leases recognized in profit or loss are presented below. The Group recognizes lease payments for low-value leases and short-term leases as an expense. SenzaGen recognizes cash outflows relating to leases amounting to SEK 3,568 thousand (SEK 3,811 thousand) for the 2025 financial year. For a maturity analysis of the Group’s lease liabilities, see Note 27 Financial risks. Property, plant and equipment consist of leasehold improvements and equipment and are recog- nized at cost less accumulated depreciation. The useful lives of property, plant and equipment are as follows: Leasehold improvements – 5 years or the term of the underlying lease, if shorter. Equipment – 3–5 years. NOTE 19 Property, plant and equipment
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2025 ANNUAL REPORT I SENZAGEN AB 53 The Group’s inventories consist of purchased materials used in the performance of testing services. Inventories are measured at the lower of cost and net realizable value and are assessed on an item- by-item basis. Net realizable value is defined as the selling price less costs to sell. Fair value measurement of contingent consideration Fair value is the price that would be received to sell an asset or paid to transfer a liability in an order- ly transaction between market participants at the measurement date. The different levels are defined as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3 – Inputs for the asset or liability that are not based on observable market data (i.e. unobserv- able inputs) Contingent consideration classified as a financial liability is measured at fair value based on a proba- bility-weighted outcome, and changes in fair value are recognized in other operating income or other operating expenses. The measurement is therefore classified within Level 3 of the fair value hierar- chy. Significant unobservable inputs consist of forecast operating profit. The fair value of contingent consideration has been calculated based on expectations regarding whether financial targets will be achieved for each contract. The estimated expected payment for contingent consideration classified as a financial liability will vary over time, depending in part on the extent to which the conditions for the contingent consideration are met, movements in the euro against the Swedish krona, and interest rates. During the year, a write-down of inventories of SEK 1,855 thousand (SEK 2,489 thousand) was recog- nized as an expense in profit or loss. NOTE 20 Inventories NOTE 21 Financial instruments 31/12/2025 31/12/2024 01/01/2024 Consumables 1,884 1,867 3,751 Goods in transit - 1,872 2,477 Carrying amount 1,884 3,739 6,228 Measurement of financial assets and liabilities at 31 December 2025 Financial instruments mea- sured at fair value through profit or loss Financial instruments mea- sured at amortized cost Trade receivables 13,887 Cash and cash equivalents 26,783 Liabilities to credit institutions 5,393 Contingent consideration 1,298 Trade payables 5,589 Total 1,298 51,652 Measurement of financial assets and liabilities at 1 January 2024 Financial instruments mea- sured at fair value through profit or loss Financial instruments mea- sured at amortized cost Trade receivables 10,589 Cash and cash equivalents 17,624 Liabilities to credit institutions 1,673 Contingent consideration 6,319 Trade payables 5,691 Total 6,319 35,577 Measurement of financial assets and liabilities at 31 December 2024 Financial instruments mea- sured at fair value through profit or loss Financial instruments mea- sured at amortized cost Trade receivables 13,689 Cash and cash equivalents 39,608 Liabilities to credit institutions 1,781 Contingent consideration 1,752 Trade payables 3,087 Total 1,752 58,165
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2025 ANNUAL REPORT I SENZAGEN AB 54 Contingent consideration 31/12/2025 31/12/2024 Opening balance 1,752 6,319 Paid - -3,815 Change in fair value recognized in profit or loss -454 -752 Closing balance 1,298 1,752 Financial instruments measured at amortized cost For other financial instruments, the carrying amount is considered to be a reasonable approximation of fair value. Cash and cash equivalents consist entirely of bank balances. The investments in direct and indirect subsidiaries of the Parent Company, SenzaGen AB, included in the consolidated financial statements are presented in the table below: NOTE 22 Other receivables NOTE 24 Cash and cash equivalents NOTE 25 Group companies NOTE 23 Prepayments and accrued income 31/12/2025 31/12/2024 01/01/2024 VAT receivable 2,440 1,455 979 Deposits 106 171 151 Carrying amount 2,546 1,626 1,130 31/12/2025 31/12/2024 01/01/2024 Cash and cash equivalents 26,783 39,608 17,624 Carrying amount 26,783 39,608 17,624 Company Registration number Country Headquar- ters 31/12/2025 31/12/2024 01/01/2024 SenzaGen AB 556821-9207 Sweden Lund Parent Company Parent Company Parent Company SenzaGen Inc. C3870650 US North Carolina 100.0% 100.0% 100.0% VitroScreen S.r.l. MI-1653696 Italy Milan 100.0% 100.0% 100.0% ToxHub S.r.l. MI-2690194 Italy Rome 100.0% 100.0% 100.0% 31/12/2025 31/12/2024 01/01/2024 Prepaid rent - - 6 Prepaid insurance premiums 400 119 198 Prepaid IT expenses 182 168 - Other prepayments 1,598 661 1,229 Accrued income – research grants 485 - - Carrying amount 2,665 948 1,433
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2025 ANNUAL REPORT I SENZAGEN AB 55 The Company’s share capital consists solely of ordinary shares. Share capital is presented at par value, and any excess amount is presented as other contributed capital. Transaction costs directly attributable to the issue of new shares are recognized in equity net of tax and deducted from the share issue proceeds. Share capital As at 31 December 2025, the registered share capital consisted of 29,504,024 ordinary shares. All shares are fully paid and no shares are reserved for issuance. The par value per share is SEK 0.05. Each share entitles the holder to one vote and each shareholder with voting rights may vote at the general meeting on the basis of the full number of shares held and represented by him or her with- out any voting right restrictions. All shares confer equal rights to a share in the Company's assets and profits. The Company itself does not hold any shares. NOTE 26 Equity Ordinary shares Number of outstanding shares at 01/01/2024 24,188,325 New share issue 5,315,701 Number of outstanding shares at 31/12/2024 29,504,026 New share issue - Number of outstanding shares at 31/12/2025 29,504,026 Reserves The Group’s reserve consists entirely of a translation reserve, which comprises all foreign exchange differences arising on the translation of financial statements of foreign operations whose functional currency differs from the Group’s presentation currency. The Group presents its financial statements in Swedish krona (SEK). The cumulative translation difference is recognized in profit or loss on dis- posal of the foreign operation. Stock option plans 2021/2024L Stock Option Plan The AGM on 5 May 2021 resolved to approve the board’s proposal to issue a maximum of 587,500 stock options, as a result of which the Company’s share capital may increase by a maximum of SEK 29,375. With the shareholders’ pre-emptive rights waived, employees of the Company and the Group shall be entitled to acquire stock options as follows: Members of Group Management and key personnel, comprising up to nine positions, are each offered the opportunity to acquire a maximum of 50,000 options, altogether comprising a maximum of 450,000 stock options. Other employees and consultants considered key personnel in the Group, comprising up to eleven individuals, are each offered the opportunity to acquire a maximum of 12,500 options, altogether comprising a maximum of 137,500 stock options. Participants in the stock option plan are entitled to receive stock options free of charge. The market value of the option has been calculated using the Black-Scholes pricing model, adjusted for barrier conditions to calculate the Company’s social security expenses. The stock options are subject to barrier conditions and cannot be exercised to subscribe for shares until the barrier level has been reached. The barriers are calculated as 158% and 300% of the average of the listed volume-weighted price paid for each trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the period from 21 April 2021 to 4 May 2021. Stock options subject to barriers cannot be exercised until the volume-weighted price paid measured per trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the share subscription period is higher than the barrier level. Each stock option entitles the holder to subscribe for one new share in the Company in exchange for cash payment, provided that the barrier conditions have been met, during the period from 1 June 2024 to 30 September 2024 or the earlier date set out in the option rules. The maximum dilutive effect of the 2021/2024L series is estimated to be no more than 2.7% of the total number of shares and votes in the Company (calculated based on the number of existing shares in the Company without taking into account other outstanding stock options), provided that all offered stock options are issued and exercised. 2022/2025 Stock Option Plan The AGM on 5 May 2022 resolved to approve the board’s proposal to issue a maximum of 812,500 stock options, as a result of which the Company’s share capital may increase by a maximum of SEK 40,625. With the shareholders’ pre-emptive rights waived, employees of the Company and the Group shall be entitled to acquire stock options as follows: The Group CEO is offered the opportunity to acquire a maximum of 75,000 options. Members of Group Management and key personnel comprising up to ten positions are offered the opportunity to acquire between 25,000 and 50,000 options each, altogether comprising a maximum of 450,000 options. Other employees and consultants considered key personnel in the Group, comprising twenty-one individuals, are offered the opportunity to acquire between 12,500 and 25,000 options each, altogeth- er comprising a maximum of 287,500 stock options. Participants in the stock option plan are entitled to receive stock options free of charge. The market value of the option has been calculated using the Black-Scholes pricing model, adjusted for barrier conditions to calculate the Company’s social security expenses.
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2025 ANNUAL REPORT I SENZAGEN AB 56 The stock options are subject to barrier conditions and cannot be exercised to subscribe for shares until the barrier level has been reached. The barriers are calculated as 158% and 300% of the average of the listed volume-weighted price paid for each trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the period from 21 April 2022 to 4 May 2022. Stock options subject to barriers cannot be exercised until the volume-weighted price paid measured per trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the share subscription period is higher than the barrier level. Each stock option entitles the holder to subscribe for one new share in the Company in exchange for cash payment, provided that the barrier conditions have been met, during the period from 1 June 2025 to 30 September 2025 or the earlier date set out in the option rules. The maximum dilutive effect of the 2022/2025 series is estimated to be no more than 3.27% of the total number of shares and votes in the Company (calculated based on the number of existing shares in the Company without taking into account other outstanding stock options), provided that all offered stock options are issued and exercised. 2023/2026 Stock Option Plan The AGM on 4 May 2023 resolved to approve the board’s proposal to issue a maximum of 1,015,000 stock options, as a result of which the Company’s share capital may increase by a maximum of SEK 50,750. With the shareholders’ pre-emptive rights waived, employees of the Company and the Group shall be entitled to acquire stock options as follows: The Group CEO is offered the opportunity to acquire a maximum of 200,000 options. Members of Group Management and key personnel comprising up to eleven positions are offered the opportunity to acquire a maximum of 50,000 options each, altogether comprising a maximum of 500,000 options. Other employees and consultants considered key personnel in the Group, comprising twenty-three individuals, are offered the opportunity to acquire between 10,000 and 25,000 options each, altogeth- er comprising a maximum of 315,000 stock options. Participants in the stock option plan are entitled to receive stock options free of charge. The market value of the option has been calculated using the Black-Scholes pricing model, adjusted for barrier conditions to calculate the Company’s social security expenses. The stock options are subject to barrier conditions and cannot be exercised to subscribe for shares until the barrier level has been reached. The barriers are calculated as 158% and 300% of the average of the listed volume-weighted price paid for each trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the period from 19 April 2023 to 3 May 2023. Stock options subject to barriers cannot be exercised until the volume-weighted price paid measured per trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the share subscription period is higher than the barrier level. Each stock option entitles the holder to subscribe for one new share in the Company in exchange for cash payment, provided that the barrier conditions have been met, during the period from 1 June 2026 to 30 September 2026 or the earlier date set out in the option rules. The maximum dilutive effect of the 2023/2026 series is estimated to be no more than 4% of the total number of shares and votes in the Company (calculated based on the number of existing shares in the Company without taking into account other outstanding stock options), provided that all offered stock options are issued and exercised. 2024/2027 Stock Option Plan The AGM on 15 May 2024 resolved to approve the board’s proposal to issue a maximum of 750,000 stock options, as a result of which the Company’s share capital may increase by a maximum of SEK 37,500. With the shareholders’ pre-emptive rights waived, employees of the Company and the Group shall be entitled to acquire stock options as follows: The Group CEO is offered the opportunity to acquire a maximum of 100,000 options. Members of Group Management and key personnel comprising up to eight positions are each offered the opportunity to acquire a maximum of 50,000 options, altogether comprising a maximum of 375,000 options. Other employees and consultants considered key personnel in the Group, comprising twenty-three individuals, are offered the opportunity to acquire between 5,000 and 25,000 options each, altogether comprising a maximum of 275,000 stock options. Participants in the stock option plan are entitled to receive stock options free of charge. The market value of the option has been calculated using the Black-Scholes pricing model, adjusted for barrier conditions to calculate the Company’s social security expenses. The stock options are subject to barrier conditions and cannot be exercised to subscribe for shares until the barrier level has been reached. The barriers are calculated as 158% and 300% of the average of the listed volume-weighted price paid for each trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the period from 29 April 2024 to 14 May 2024. Stock options subject to barriers cannot be exercised until the volume-weighted price paid measured per trading day as per the Nasdaq First North Growth Market’s official price list for shares in the Company during the share subscription period is higher than the barrier level. Each stock option entitles the holder to subscribe for one new share in the Company in exchange for cash payment, provided that the barrier conditions have been met, during the period from 1 June 2027 to 30 September 2027 or the earlier date set out in the option rules. The maximum dilutive effect of the 2024/2027 series is estimated to be no more than 3.0% of the total number of shares and votes in the Company (calculated based on the number of existing shares in the Company without taking into account other outstanding stock options), provided that all offered stock options are issued and exercised.
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2025 ANNUAL REPORT I SENZAGEN AB 57 2025/2028 Stock Option Plan The AGM on 14 May 2025 resolved to approve the board’s proposal to issue a maximum of 750,000 stock options, as a result of which the Company’s share capital may increase by a maximum of SEK 37,500. With the shareholders’ pre-emptive rights waived, employees of the Company and the Group shall be entitled to acquire stock options as follows: The Group CEO is offered the opportunity to acquire a maximum of 250,000 options. Other employees and consultants considered key personnel in the Group are offered the opportunity to acquire a maximum of 500,000 options each. Participants in the stock option plan are entitled to receive stock options free of charge. The market value of the option has been calculated using the Black-Scholes pricing model. Each stock option entitles the holder to subscribe for one new share in the Company in exchange for cash payment during the period from 1 June 2028 to 30 September 2028 or the earlier date set out in the option rules. The maximum dilutive effect of the 2025/2028 series is estimated to be no more than 2.5% of the total number of shares and votes in the Company (calculated based on the number of existing shares in the Company without taking into account other outstanding stock options), provided that all offered stock options are issued and exercised. Stock options, granted free of charge Average exercise price (SEK) Number of options Outstanding at 01/01/2024 11.70 1,729,500 Granted 8.20 535,000 Forfeited - - Exercised - - Expired 14.30 -372,000 Outstanding at 31/12/2024 9.81 1,892,500 Exercisable at 31/12/2024 - - Granted 10.00 505,000 Forfeited - - Exercised - - Expired 9.60 -637,500 Outstanding at 31/12/2025 9.94 1,760,000 Exercisable at 31/12/2025 - - 31/12/2025 31/12/2024 01/01/2024 Weighted average remaining contractual term of outstanding options (months) 20 20 23 Range of exercise prices for outstanding options (SEK) 8.20-11.20 8.20-11.20 9.60-14.30 The fair value of the options is determined as set out in the table below: 2025/2028 Stock Option Plan 2024/2027 Stock Option Plan* 2023/2026 Stock Option Plan 2022/2025 Stock Option Plan* 2021/2024 Stock Option Plan Exercise price 10.00 8.20 11.20 9.60 14.30 Expected vola- tility (%) 49.5 47.6 45.3 43.3/44.8 37.2 Expected life of the option (years) 3.3 3.3 3.4 3.4/3.2 3.4 Weighted aver- age share price 4.84 8.25/7.42 11.44 9.98/9.35 14.25 Expected divi- dend yield (%) 0.00 0.00 0.00 0.00 0.00 Risk-free inter- est rate (%) 2,042 2,574/2,394 2,629 1,556/1,549 -0.255 Fair value at the measurement date per option 0.76 1.73 & 1.38 2.30 1.12 & 0.94 1.42 Option pricing model Black-Scholes Black-Scholes Black-Scholes Black-Scholes Black-Scholes *The stock option plan has two different grant dates 80% of the options in the 2021/2024L, 2022/2025, 2023/2026 and 2024/2027 stock option plans are subject to barrier conditions. 25% of the options are subject to barrier conditions at 158% of the value of the underlying share, and 55% are subject to barrier conditions at 300% of the value of the under- lying share. The expected volatility of the share price is based on historical volatility, calculated over the expected life of the option, and adjusted for expected changes in future volatility based on available public information.
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2025 ANNUAL REPORT I SENZAGEN AB 58 The Group’s financial performance, financial position and cash flows are affected by changes in the external environment and by its own actions. Risk management aims to identify and analyse the risks faced by the Group and, to the extent possible, prevent and mitigate any adverse effects. Through its operations, the Group is exposed to various types of financial risks: credit risk, market risk (currency risk and other price risk), liquidity risk, and refinancing risk. The board has overall responsibility for the Group’s risk management, including financial risks. Risk management includes identifying, assessing and evaluating the risks to which the Group is exposed. Priority is given to risks that are deemed to have the greatest adverse effect on the Group, based on an overall assessment of their potential impact, likelihood and consequences. The Group’s financial transactions and risks are managed by the Group’s CEO together with the CFO and the board. Credit risk Credit risk is the risk that a counterparty to the Group’s financial instruments will fail to meet its contractual obligations, thereby causing the Group to incur a financial loss. Cash and cash equiva- lents are placed in bank accounts with banks of high creditworthiness. The Group has a diversified customer base with no significant concentration to individual customers, with exposure across several industries, primarily cosmetics, chemicals and medical devices, mainly in Europe and North America. Credit risk in trade receivables (simplified approach) The Group’s credit risk arises primarily from trade receivables, and SenzaGen aims to monitor this credit risk on an ongoing basis. The Group’s largest customer group consists of [specify]. Payment terms are normally 30 days. For trade receivables, the simplified approach to measuring expected credit losses is applied. This means that loss allowances are measured at an amount equal to lifetime expected credit losses, although the expected lifetime of all receivables is less than one year. The Group applies a rat- ing-based method to measure expected credit losses based on probability of default, loss given default and exposure at default. Where no external credit rating is available for the counterparty, the Group makes an internal assessment of the counterparty’s credit rating based on previous experience with the customer and other available information. Receivables of significant amounts are assessed individually, taking into account historical, current and forward-looking information. Receivables that are not significant are assessed collectively. NOTE 27 Financial risks Ageing analysis of trade receivables 31/12/2025 31/12/2024 01/01/2024 Trade receivables not past due 10,941 12,482 7,132 1–30 days 1,962 1,130 2,995 30–90 days 780 77 456 >90 days 204 - - Total trade receivables 13,887 13,689 10,589 Expected credit losses have been assessed as immaterial, and no loss allowance has been recognized. The credit quality of receivables not past due by more than 90 days is considered to be high, based on historically low credit losses and forward-looking information. Credit risk in cash and cash equivalents (general approach) Credit risk in cash and cash equivalents is considered low due to the very short maturity and the high credit quality of the Group’s banks. Accordingly, no loss allowance has been recognized for expected credit losses on cash and cash equivalents. Market risk Market risk is the risk that the fair value of, or future cash flows from, a financial instrument fluctu- ate due to changes in market prices. Under IFRS, market risk is classified into three types: currency risk, interest rate risk and other price risk. The market risks that primarily affect the Group are currency risk and interest rate risk. Currency risk Currency risk is the risk that the fair value of, or future cash flows from, a financial instrument fluc- tuate due to changes in foreign exchange rates. Such risk arises primarily from the translation of the assets and liabilities of foreign operations into the Parent Company’s functional currency, referred to as translation exposure. No financial hedging instruments are used.
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2025 ANNUAL REPORT I SENZAGEN AB 59 EUR Effect on profit before tax Effect on equity Effect on profit before tax Effect on equity +10% 2,456 158 2,392 103 - 10% -2,456 -158 -2,392 -103 USD +10% 492 28 820 34 - 10% -492 -28 -820 -34 GBP +10% -115 - -142 - - 10% 115 - 142 - Maturity analysis <3 months 3-12 months 1-3 years 3-5 years >5 years Total Liabilities to credit institutions 193 983 3,771 446 - 5,393 Contingent consid- eration - 541 757 - - 1,298 Lease liabilities 1,158 3,499 7,228 3,840 - 15,726 Trade payables 5,589 - - - - 5,589 Total 6,940 5,023 11,756 4,286 0 28,006 Maturity analysis <3 months 3-12 months 1-3 years 3-5 years >5 years Total Liabilities to credit institutions 163 576 1,042 - - 1,781 Contingent consid- eration - 1,752 - - - 1,752 Lease liabilities 897 1,769 6,622 7,252 2,981 19,522 Trade payables 3,087 - - - - 3,087 Total 4,147 4,097 7,664 7,252 2,981 23,142 Maturity analysis <3 months 3-12 months 1-3 years 3-5 years >5 years Total Liabilities to credit institutions 61 660 742 210 - 1,673 Contingent consid- eration - 4,173 2,146 - - 6,319 Lease liabilities 1,005 1,715 5,594 7,315 7,075 22,704 Trade payables 5,691 - - - - 5,691 Total 6,757 6,548 8,482 7,525 7,075 36,387 Sensitivity analysis – changes in exchange rates against SEK 2025 2024 31/12/2025 31/12/2024 01/01/2024 Interest rate risk Interest rate risk is the risk that the fair value of, or future cash flows from, a financial instrument fluctuate due to changes in market interest rates. The Group is primarily financed through equity, and interest rate risk has been assessed as immaterial. Liquidity risk and refinancing risk Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with financial liabilities and other payment obligations. The risk is mitigated by the Group’s liquid- ity reserves, which are immediately available. The Group’s operations are financed in all material respects through equity. Refinancing risk refers to the risk that the Group will be unable to obtain financing, or will only be able to obtain financing on significantly less favourable terms, resulting in a risk that desired invest- ments cannot be made or payment obligations cannot be met due to insufficient liquidity. The need for refinancing is reviewed regularly by the Group and the board to ensure financing for the Group’s expansion and investments. Refinancing risk is assessed based on the Group’s ability to secure suf- ficient funding, considering growth plans and its ability to raise external capital through the capital markets or financial institutions. The risk is managed through strong banking relationships and effective forward planning for refinancing. The Group’s contractual and undiscounted interest payments and repayments of financial liabilities are presented in the table below. Financial instruments with variable interest rates are based on the interest rate prevailing at the reporting date. Liabilities are included in the period in which repayment may first be required.
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2025 ANNUAL REPORT I SENZAGEN AB 60 Capital management The Board of Directors of SenzaGen has established objectives for the Group’s capital structure to ensure its ability to continue as a going concern, to generate returns for shareholders, and to main- tain a capital structure that keeps the cost of capital as low as possible. The Group monitors its capital structure using the net debt-to-equity ratio, calculated as net debt divided by total equity. Reconciliation of liabilities arising from financing activities 31/12/2025 31/12/2024 01/01/2024 Net debt 21,390 37,827 15,951 Total equity 77,773 90,870 66,217 Net debt-to-equity ratio 28% 42% 24% 31/12/2025 31/12/2024 01/01/2024 Accrued employee-related expenses 922 2,499 2,226 Other accrued expenses 977 2,697 826 Carrying amount 1,899 5,196 3,052 Adjustments in working capital 2025 2024 Depreciation, amortisation and impairment 7,910 10,449 Change in fair value of contingent consideration -454 -752 Other non-cash items 104 612 Total 7,560 10,309 NOTE 28 Accrued expenses and deferred income NOTE 29 Accrued expenses and deferred income Adjustments for non-cash items 01/01/2025 Cash flow changes Business combina- tions Foreign exchange differences New leases and interest expenses 31/12/2025 Liabilities to credit institu- tions 1,781 3,716 - -104 - 5,393 Lease liabilities 5,896 -3,515 - -250 11,347 13,478 Liabilities aris- ing from financ- ing activities 7,677 201 0 -354 11,347 18,871 01/01/2024 Cash flow changes Business combina- tions Foreign exchange differences New leases and interest expenses 31/12/2024 Liabilities to credit institu- tions 1,673 49 - 59 - 1,781 Lease liabilities 8,651 -3,615 - 23 837 5,896 Liabilities aris- ing from financ- ing activities 0 -3,566 0 82 837 7,677 Non-cash changes Non-cash changes
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2025 ANNUAL REPORT I SENZAGEN AB 61 NOTE 31 Transactions with related parties NOTE 30 Pledged assets and contingent liabilities A list of the Group’s subsidiaries, which are also related parties to the Parent Company, is presented in Note 25 Group companies. For information on remuneration to senior executives, see Note 9 Employees and employee benefit expenses. Pledged assets 31/12/2025 31/12/2024 01/01/2024 Floating charges 9,500 9,500 7,500 Total 9,500 9,500 7,500 NOTE 32 Events after the reporting period On 13 February, SenzaGen announced that the company had completed a directed share issue of 3,004,021 shares at a subscription price of SEK 5.82 per share, corresponding to SEK 17.5 million, to the institutional investor Eiffel Investment Group. The subscription price represents a premium of approximately 1 percent compared with the volume-weighted average price (VWAP) of the compa- ny’s share on the Nasdaq First North Growth Market during the thirty trading days preceding the resolution on the share issue. The proceeds strengthen the company’s ability to efficiently execute its strategic priorities in commercial expansion, regulatory projects and the in-licensing of complemen- tary methods. The issue also adds an international institutional investor to the shareholder base. On 10 March, SenzaGen announced that National Toxicology Program Interagency Center for the Evaluation of Alternative Toxicological Methods and Merck will present their independent evaluations of GARD®air at the SOT 65th Annual Meeting & ToxExpo in the United States, confirming the growing industry interest in animal-free methods for identifying respiratory allergens. GARD®air is expected to become an important component in scaling up sales following the break-even phase in line with the company’s growth plan. On 17 March, the Company communicated its full scientific programme at the SOT 65th Annual Me- eting & ToxExpo in the United States. Global companies such as ExxonMobil and Johnson & Johnson MedTech presented results based on the GARD® platform, confirming SenzaGen’s strong position as a thought leader in skin sensitisation within the toxicology industry. On 30 March, SenzaGen announced that the company had secured a new global cosmetics group as a customer. The order relates to initial testing using GARD®skin Dose Response to evaluate safe dose levels of ingredients with potential skin sensitizing properties. The customer is one of the five largest players globally in the cosmetics and fragrance segment, and the transaction represents an important step in the execution of SenzaGen’s growth strategy, which focuses on increasing sales to large multinational companies with recurring testing needs. On 15 April, SenzaGen announced that its subsidiary VitroScreen had received an order from an existing customer for non-animal efficacy testing. The order includes studies using the proprietary platform VitroScreenORA® and is carried out within the framework of the Group’s strategic initiative to scale the business through new innovations. The study is performed using a customized model at an early stage of commercial application and has an order value of approximately MSEK 0.6.
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2025 ANNUAL REPORT I SENZAGEN AB 62 NOTE 33 First-time adoption of IFRS These are the first full financial statements that SenzaGen AB has prepared in accordance with IFRS® Accounting Standards issued by the International Accounting Standards Board (IASB) as adopt- ed by the European Union (EU). The Group’s date of transition to IFRS® Accounting Standards is 1 January 2024, which means that the Group presents a comparative period. Up to and including the 2024 financial year, the Group prepared its consolidated financial statements in accordance with the Swedish Annual Accounts Act and BFNAR 2012:1 (K3). The transition to IFRS is applied in accor- dance with IFRS 1 First-time Adoption of International Financial Reporting Standards. The effects of the transition to IFRS are recognized directly in opening equity. Previously published financial information for the financial year, prepared in accordance with the Swedish Annual Accounts Act and BFNAR 2012:1 (K3), has been restated to IFRS. As a general rule, all applicable IFRS that have entered into force and been adopted by the EU are applied retrospectively. The Group has applied the following exemptions from the general rule under IFRS 1: • The Group has elected not to retrospectively restate business combinations that occurred prior to the date of transition to IFRS, i.e. before 1 January 2024. • The Group has elected not to restate completed contracts with customers under IFRS 15, i.e. contracts for which the Group had transferred all goods or services identified under previous accounting policies prior to the transition to IFRS. • The Group has elected to apply the exemption relating to IFRS 16 and full retrospective application. Instead, all leases are recognized as if they were new as of 1 January 2024. The information below presents the effects of the above ap- plications on the consolidated statement of profit or loss, the consolidated statement of financial position, and the consolidated statement of cash flows. The effects are presented for the histor- ical period that has been restated to IFRS, i.e. the 2024 financial year. The transition from previous accounting policies has also resulted in a different structure and classification of the financial statements compared with previously. SEK thousand Under previous policies A. Leases B. Business combinations IFRS adjust- ments Under IFRS Revenue 57,695 0 57,695 Cost of goods sold -19,101 0 -19,101 Gross profit 38,594 0 0 0 38,594 Selling expenses -25,933 361 -2,307 -1,946 -27,879 Administrative expenses -18,379 58 58 -18,321 Research and development expenditure -8,327 8,327 8,327 0 Acquisition-related expenses -7,088 17 17 -7,071 Other operating income 3,019 752 0 3,771 Other operating expenses -835 0 -835 Operating profit -18,949 437 6,772 6,457 -11,740 Financial income 1,065 0 1,065 Financial expenses -477 -621 -621 -1,098 Profit before tax -18,361 -184 6,772 5,836 -11,773 Tax 511 45 45 556 Profit for the year -17,850 -139 6,772 5,881 -11,218 Consolidated statement of profit or loss – 2024 Profit for the year is entirely attributable to the shareholders of the parent company. In the note on transition to IFRS published in the year-end report, an increase in other operating income was recognized as a result of a change in fair value of contingent con- sideration of SEK 1,255 thousand in 2024 (column B, Business combinations, in the table above). Due to a formula error in a currency translation, the increase was overstated by SEK 503 thousand and has therefore been adjusted to SEK 752 thousand. As a result, earnings per share have been revised from SEK -0.39 to SEK -0.41 for 2024.
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2025 ANNUAL REPORT I SENZAGEN AB 63 SEK thousand Under previous policies A. Leases B. Business combinations C. Translation differences IFRS adjust- ments Under IFRS Profit for the year -17,850 -139 6,772 0 6,632 -11,218 Other comprehensive income that may be reclassified to profit or loss Exchange differences on translation of foreign operations -1 712 711 711 Total other comprehensive income for the year, net of tax 0 -1 0 712 711 711 Comprehensive income for the year, net of tax -17,850 -140 6,772 712 7,343 -10,507 Consolidated statement of comprehensive income – 2024 Profit for the year is entirely attributable to the shareholders of the parent company
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2025 ANNUAL REPORT I SENZAGEN AB 64 Consolidated statement of financial position – 31/12/2024 SEK thousand Under previous policies A. Leases B. Business combinations C. Translation differences IFRS adjust- ments Under IFRS ASSETS Goodwill 15,683 1,960 1,960 17,643 Intangible assets 32,052 0 32,052 Right-of-use assets 6,185 6,185 6,185 Property, plant and equipment 1,763 0 1,763 Deferred tax asset 45 45 45 Total non-current assets 49,498 6,230 1,960 0 8,190 57,688 Current assets Inventories 3,739 0 3,739 Trade receivables 13,689 0 13,689 Current tax asset 1,912 1,912 Other receivables 1,626 0 1,626 Contract assets 1,287 0 1,287 Prepayments and accrued income 1,422 -474 -474 948 Cash and cash equivalents 39,608 0 39,608 Total current assets 63,283 -474 0 -474 62,809 TOTAL ASSETS 112,781 5,756 1,960 7,716 120,497
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2025 ANNUAL REPORT I SENZAGEN AB 65 SEK thousand Under previous policies A. Leases B. Business combinations C. Translation differences IFRS adjust- ments Under IFRS EQUITY AND LIABILITIES Equity Share capital 1,475 0 1,475 Other contributed capital 35,805 259,090 259,090 294,895 Reserves 6,186 -1 -111 -5,363 -5,475 711 Retained earnings 43,175 -139 4,480 -253,727 -249,386 -206,211 Total equity 86,641 -140 4,369 0 4,229 90,870 Non-current liabilities Liabilities to credit institutions 1,781 0 1,781 Contingent consideration 0 0 Lease liabilities 3,634 3,634 3,634 Provisions 0 0 Deferred tax liability 0 0 Total non-current liabilities 1,781 3,634 0 0 3,634 5,415 Current liabilities Liabilities to credit institutions 0 0 Contingent consideration 4,161 -2,409 -2,409 1,752 Lease liabilities 2,263 2,263 2,263 Contract liabilities 947 0 947 Trade payables 3,087 0 3,087 Provisions 7,011 0 7,011 Other liabilities 3,957 0 3,957 Accrued expenses and deferred income 5,196 0 5,196 Total current liabilities 24,359 2,263 -2,409 0 -147 24,212 TOTAL EQUITY AND LIABILITIES 112,781 5,756 1,960 0 7,716 120,497 Consolidated statement of financial position – 31/12/2024
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2025 ANNUAL REPORT I SENZAGEN AB 66 SEK thousand Under previous policies A. Leases B. Business combinations C. Translation differences IFRS adjust- ments Under IFRS ASSETS Non-current assets Goodwill 20,993 -3,950 -3,950 17,043 Intangible assets 34,017 0 34,017 Right-of-use assets 9,035 9,035 9,035 Property, plant and equipment 1,811 0 1,811 Deferred tax asset 0 0 Total non-current assets 56,821 9,035 -3,950 0 5,086 61,907 Current assets Inventories 6,228 0 6,228 Trade receivables 10,589 0 10,589 Current tax asset 639 639 Other receivables 1,130 0 1,130 Contract assets 2,328 0 2,328 Prepayments and accrued income 1,817 -384 -384 1,433 Cash and cash equivalents 17,624 0 17,624 Total current assets 40,355 -384 0 0 -384 39,971 TOTAL ASSETS 97,176 8,651 -3,950 0 4,701 101,877 Consolidated statement of financial position – 01/01/2024
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2025 ANNUAL REPORT I SENZAGEN AB 67 SEK thousand Under previous policies A. Leases B. Business combinations C. Translation differences IFRS adjust- ments Under IFRS EQUITY AND LIABILITIES Equity Share capital 1,209 0 1,209 Other contributed capital 55 259,936 259,936 259,991 Reserves 3,720 -3,720 -3,720 0 Retained earnings 62,624 -1,391 -256,216 -257,607 -194,983 Total equity 67,608 0 -1,391 0 -1,391 66,217 Non-current liabilities Liabilities to credit institutions 1,673 0 1,673 Contingent consideration 0 0 Lease liabilities 5,673 5,673 5,673 Deferred tax liability 0 0 Total non-current liabilities 1,673 5,673 0 0 5,673 7,346 Current liabilities Contingent consideration 8,877 -2,558 -2,558 6,319 Lease liabilities 2,978 2,978 2,978 Contract liabilities 367 0 367 Trade payables 5,691 0 5,691 Other provisions 6,571 0 6,571 Current tax liabilities 421 421 Other liabilities 2,916 0 2,916 Accrued expenses and deferred income 3,052 0 3,052 Total current liabilities 27,895 2,978 -2,558 0 420 28,315 TOTAL EQUITY AND LIABILITIES 97,176 8,651 -3,950 0 4,701 101,877
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2025 ANNUAL REPORT I SENZAGEN AB 68 SEK thousand Under previous policies A. Leases B. Business combi- nations C. Interest payments IFRS adjustments Under IFRS Cash flows from operating activities Operating profit -18,949 437 6,772 7,208 -11,741 Adjustments for non-cash items 13,992 3,088 -6,772 -3,683 10,309 Interest received 817 -817 -817 0 Interest paid -55 55 55 0 Income tax paid -66 0 -66 Cash flow from operating activities before changes in working capital -4,261 3,525 0 -762 2,763 -1,498 Cash flow from changes in working capital Change in inventories 2,573 0 2,573 Change in operating receivables -4,309 90 90 -4,219 Change in operating liabilities -3,333 0 -3,333 Net cash from operating activities -9,330 3,615 0 -762 2,853 -6,477 Cash flows from investing activities Investments in intangible assets -3,875 0 -3,875 Investments in property, plant and equipment. -656 0 -656 Interest received 817 817 817 Acquisition of subsidiaries, net of cash acquired 283 0 283 Net cash from investing activities -4,248 817 817 -3,431 Consolidated statement of cash flows – 2024
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2025 ANNUAL REPORT I SENZAGEN AB 69 SEK thousand Under previous policies A. Leases B. Business combi- nations C. Interest payments IFRS adjustments Under IFRS Cash flows from financing activities Shareholder contributions received 37,210 0 37,210 Transactions attributable to the issue of new shares -2,654 0 -2,654 Proceeds from borrowings 913 0 913 Interest paid -621 -55 -676 -676 Repayment of liabilities to credit institutions 0 0 Repayment of lease liabilities -2,994 -2,994 -2,994 Net cash from financing activities 35,469 -3,615 -55 -3,670 31,799 Net cash flow for the year 21,891 0 0 0 0 21,891 Cash and cash equivalents at start of year 17,624 0 17,624 Exchange rate differences in cash and cash equivalents 93 0 93 Cash and cash equivalents at end of year 39,608 0 0 0 0 39,608 Consolidated statement of cash flows – 2024
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2025 ANNUAL REPORT I SENZAGEN AB 70 Reconciliation of adjustment items A. Leases Under previously applied accounting policies, the Group classified its leases as operating leases. Under IFRS 16, all of the Group’s leases (with the exception of short-term leases and leases for which the underlying asset is of low value) are recognized in the consolidated statement of financial position. The obligation to make lease payments is discounted and recognized as lease liabilities, split between current and non-current portions, in the consolidated statement of financial position. Right-of-use assets relating to leases are included as a separate line item. Prepaid lease payments previously included in the statement of financial position are eliminated, as they are included in the initial mea- surement of the lease liability. A deferred tax asset is recognized in respect of the temporary difference arising. In the statement of profit or loss, the operating lease expense previously recognized under other external expenses is eliminated. Additional expenses arise relating to depreciation of right-of-use assets and interest expense on lease liabilities. Finally, the reclassification also affects the presentation of the consolidated statement of cash flows. Under previous accounting policies, cash flows relating to operating leases were presented as part of operating activities. Under IFRS 16, lease payments are allocated between repayment of the lease liability (financing activ- ities) and payment of interest (financing activities). B. Business combinations Under previous accounting policies, goodwill was amortized over its estimated useful life. Under IFRS, goodwill is not amortized; instead, annual impairment tests are performed. In connection with the transition to IFRS, amortization of goodwill recognized during the 2024 financial year has been reversed. A corresponding increase in goodwill is recognized in the consolidated statement of financial position. At the transition date, the carrying amount of goodwill was tested for impairment and no impairment was identified. No deferred tax has been recognized. In accordance with IFRS, contingent consideration classified as financial liabilities is measured at fair value. In the consolidated statement of profit or loss, changes in the fair value of contingent consideration are recognized as other operating income or other operating expenses. C. Interest payments Interest payments that were previously classified within operating activities have been reclassified to financing activities. Interest received that was previously classified within operating activities have been reclassified to investing activities.
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2025 ANNUAL REPORT I SENZAGEN AB 71 the parent company’s notes NOTE M1 Significant accounting policies The Parent Company has prepared its annual report in accordance with the Swedish Annual Accounts Act (1995:1554) and RFR 2 “Ac- counting for Legal Entities” issued by the Swedish Corporate Re - porting Board (Rådet för hållbarhets- och finansiell rapportering). The Parent Company applies the same accounting policies as the Group, with the exceptions and additions specified in RFR 2. This means that IFRS is applied with the exceptions and additions set out below. These are the Parent Company’s first financial statements pre - pared in accordance with RFR 2. The Parent Company's transition to RFR 2 has not affected financial performance or financial po - sition in historical periods. The Parent Company has also applied RFR 2 in the interim report published for the fourth quarter of 2025. Presentation The income statement and balance sheet for the Parent Company are presented in accordance with the formats prescribed by the Swedish Annual Accounts Act, while the statement of compre- hensive income, statement of changes in equity and statement of cash flows are based on IAS 1 Presentation of Financial State- ments and IAS 7 Statement of Cash Flows. Dividends from subsidiaries Dividends are recognized when the right to receive payment is es- tablished. Gains on disposal of subsidiaries are recognized when control of the subsidiary has been transferred to the buyer. Investments in subsidiaries Investments in subsidiaries are accounted for in the Parent Com- pany using the cost method. Transaction costs are included in the carrying amount of the investment. When the carrying amount ex- ceeds their value in the Group, an impairment loss is recognized in the income statement. An assessment is performed at the end of each reporting period as to whether there is any indication of impairment. When a previously recognized impairment loss is no longer justified, it is reversed. Financial instruments Due to the relationship between accounting and taxation, the re- quirements of IFRS 9 are not applied in the Parent Company, and instead RFR 2 is applied. This means that financial instruments are measured at cost in accordance with the Swedish Annual Accounts Act. Impairment of financial assets Financial assets, including intragroup receivables, are subject to impairment for expected credit losses. For the expected credit loss model, see the Group’s Note 27 Financial risks. No loss allowance has been recognized for intra-group receivables and cash and cash equivalents, as the amounts are assessed to be immaterial. Leases The requirements for lease accounting under IFRS 16 are not ap- plied in the Parent Company. This means that lease payments are recognized as an expense on a straight-line basis over the lease term, and that right-of-use assets and lease liabilities are not included in the Parent Company's balance sheet. A lease is iden- tified in accordance with IFRS 16, i.e., a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. NOTE M2 Significant estimates and judgements In preparing the financial statements, management and the board make certain judgments and assumptions that affect the carrying amounts of assets and liabilities, income and expenses, and other disclosures. The judgments and sources of estimation uncertain- ty that are most significant in the preparation of the Company’s financial statements are described below. Investments in subsidiaries Investments in subsidiaries are accounted for in the Parent Com- pany using the cost method. The carrying amount of investments in subsidiaries is assessed for impairment in accordance with IAS 36 Impairment of Assets. An assessment is performed at the end of each reporting period as to whether there is any indication of impairment, and any impairment loss is recognized in the income statement. Assumptions are made about future conditions to estimate future cash flows that determine the recoverable amount. The recov- erable amount is compared with the carrying amount of these assets and determines any impairment losses and reversals of impairment losses. The assumptions that have the greatest impact on the recoverable amount are future performance and the discount rate. Changes in external factors and conditions may affect these assumptions and result in changes to the carrying amounts of the Parent Company’s assets.
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2025 ANNUAL REPORT I SENZAGEN AB 72 Contract assets 31/12/2025 3/12/2024 Opening balance 1,287 2,328 Material changes in contract assets: Changes arising from normal operations 2,299 -1,041 Closing balance 3,586 1,287 Contract liabilities 31/12/2025 3/12/2024 Opening balance 947 367 Material changes in contract liabilities: Changes arising from normal operations 1,095 580 Closing balance 2,042 947 Contract assets comprise accrued revenue for which the Group’s right is conditional on continued performance in accordance with the contract. When the Group’s right to consideration becomes unconditional, the asset is recognized as a receivable. Contract liabilities represent consideration received in advance from customers for which perfor- mance obligations have not been satisfied. Contract liabilities are recognized as revenue when (or as) performance obligations are satisfied. All amounts included in contract liabilities at 1 January have been recognized as revenue for the year. SenzaGen applies the practical expedient not to disclose information about performance obligations that are part of contracts with an original expected duration of one year or less, or revenue recog- nized in an amount that corresponds directly to the value to the customer of the Group’s performance completed to date. Sales to Group companies amounted to SEK 1,720 (1,955) thousand, representing 4% (5%) of total revenue. Purchases from Group companies amounted to SEK 2,091 (1,891) thousand, representing 14% (16%) of total purchases. SEK thousand Total Revenue from contracts with customers 2025 Sweden 1,439 France 5,825 UK 3,838 Rest of Europe 14,092 US 15,942 Rest of world 722 Total revenue from contracts with customers 41,858 2024 Sweden 1,181 France 6,061 UK 4,117 Rest of Europe 14,313 US 11,575 Rest of world 1,549 Total revenue from contracts with customers 38,796 Revenue is based on the location of the customer’s operations. Note M3 Breakdown of revenue
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2025 ANNUAL REPORT I SENZAGEN AB 73 Note M4 Expenses by nature Note M5 Other operating income Note M6 Other operating expenses Note M7 Auditor’s fees Note M8 Leases – lessee Operating lease expenses for the period relating to leases of premises and equipment amounted to SEK 2,200 (1,752) thousand. Note M9 Employees and employee benefit expenses For information on employee benefit expenses for employees and senior executives, and the number of employees, see the Group’s Note 9 Employees and employee benefit expenses. Nature of expense 2025 2024 Selling expenses Raw materials and consumables 733 134 Employee benefits expense 10,488 10,712 Lease expense 1,906 1,508 Depreciation and amortization 338 967 Other external expenses 4,133 3,730 Total 17,598 17,051 Administrative expenses Raw materials and consumables 99 67 Employee benefits expense 7,965 8,205 Lease expense 230 192 Other external expenses 4,948 3,953 Total 13,242 12,417 Research and development expenditure Raw materials and consumables 706 858 Employee benefits expense 1,971 1,997 Lease expense 64 52 Depreciation and amortization 986 3,558 Other external expenses 394 779 Capitalized costs -508 -1,613 Total 3,613 5,609 2025 2024 Foreign exchange gains 444 1,023 [Other items] 420 Total 864 1,023 2025 2024 Foreign exchange losses -1,510 -833 Total -1,510 -833 2025 2024 Mats-Åke Andersson, HLB Auditoriet Audit services 402 375 Other assurance services 27 - Total 429 375 Contracted future minimum lease payments 31/12/2025 31/12/2024 01/01/2024 Within one year 3,516 2,403 1,698 Between one and five years 14,072 13,811 486 Later than five years Total 17,588 16,214 2,184
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2025 ANNUAL REPORT I SENZAGEN AB 74 Note M10 Other interest income and similar items Note M13 Intangible assets Note M11 Interest expenses and similar items Note M12 Tax 2025 2024 Interest income from cash and cash equivalents 581 780 Interest income from receivables 75 44 Foreign exchange gains 170 269 Dividends from subsidiaries - 1,058 Total 826 2,151 Concessions, patents, licenses, trademarks and similar rights Capitalized devel- opment expendi- ture Total Accumulated cost Opening cost at 01/01/2024 15,437 23,393 38,830 Additions for the year 1,081 1,613 2,694 Internal development 0 Closing cost at 31/12/2024 16,518 25,006 41,524 Additions for the year 870 508 1,378 Internal development 0 Closing cost at 31/12/2025 16,518 25,006 41,524 Accumulated amortization Opening amortization at 1/1/2024 -4,312 -9,840 -14,152 Amortization for the year -994 -712 -1,706 Closing amortization at 31/12/2024 -5,306 -10,552 -15,858 Amortization for the year -1,007 -86 -1,093 Closing amortization at 31/12/2025 -5,306 -10,552 -15,858 Accumulated impairment losses Opening impairment losses at 1/1/2024 - -12,742 -12,742 Impairment losses for the year -2,583 - -2,583 Closing impairment losses at 31/12/2024 -2,583 -12,742 -15,325 Impairment losses for the year - - - Closing impairment losses at 31/12/2025 -2,583 -12,742 -15,325 Opening carrying amount at 1/1/2024 11,125 811 11,936 Closing carrying amount at 31/12/2024 8,629 1,712 10,341 Closing carrying amount at 31/12/2025 8,491 2,134 10,625 2025 2024 Interest expense on borrowings from credit institutions - -34 Foreign exchange loss on earn-out payments - -314 Foreign exchange losses on intra-group receivables -413 - Foreign exchange losses on receivables -171 -17 Total -584 -365 2025 2024 Current tax - - Income tax expense - - Reconciliation of the effective tax rate 2025 2024 Profit before tax -7,514 -5,864 Tax expense at the applicable tax rate for the Parent Company (20.6%) -1,548 -1,208 Tax effect of: Non-taxable income Non-deductible expenses Adjustment of income tax expense attributable to prior periods Unutilized tax loss carryforwards 1,548 1,208 Other Income tax expense 0 0 Effective tax rate 0% 0% SenzaGen expensed SEK 3.7 (5.6) thousand for research and development expenditure during the year.
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2025 ANNUAL REPORT I SENZAGEN AB 75 Note M14 Property, plant and equipment Note M15 Financial instruments All of the Parent Company’s financial instruments are measured at amortized cost. The carrying amount is considered to be a reasonable approximation of fair value. Maturity analysis of financial liabilities Leasehold improvements Equipment Total Cost At 1/1/2024 453 4,298 4,751 Additions for the year 2 - 2 Disposals and write-offs - - - At 31/12/2024 455 4,298 4,753 Additions for the year 1,119 855 1,974 Disposals and write-offs - - - At 31/12/2025 1,574 5,153 6,727 Accumulated depreciation At 1/1/2024 -393 -3,810 -4,203 Depreciation for the year -18 -217 -235 Disposals and write-offs - - - At 31/12/2024 -411 -4,027 -4,438 Depreciation for the year -30 -202 -232 Disposals and write-offs - - - At 31/12/2025 -441 -4,229 -4,670 Opening carrying amount at 1 January 2024 60 488 548 Closing carrying amount at 31 December 2024 44 271 315 Closing carrying amount at 31 December 2025 1,133 924 2,057 Maturity analysis <3 months 3-12 months 1-3 years 3-5 years > 5år Total Liabilities to Group companies 324 324 Trade payables 3,325 3,326 Total 3,649 0 0 0 0 3,650 Maturity analysis <3 months 3-12 months 1-3 years 3-5 years > 5år Total Liabilities to Group companies 157 157 Trade payables 1,155 1,155 Total 1,312 0 0 0 0 1,312 Maturity analysis <3 months 3-12 months 1-3 years 3-5 years > 5år Total Liabilities to Group companies 142 142 Trade payables 3,979 3,979 Total 4,121 0 0 0 0 4,121 31/12/2025 31/12/2024 01/01/2024
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2025 ANNUAL REPORT I SENZAGEN AB 76 Note M16 Investments in Group companies SEK thousand 31/12/2025 31/12/2024 Opening cost 47,972 48,105 Acquisitions / shareholder contributions 3,245 574 Disposals / reclassifications -290 -708 Closing cost 50,927 47,972 Note M17 Inventories The Parent company’s inventories consist of purchased materials used in the performance of testing services. Inventories are measured at the lower of cost and net realizable value and are assessed on an item-by-item basis. Net realizable value is defined as the selling price less costs to sell. Note M19 Prepayments and accrued income Note M18 Receivables from Group companies SEK thousand 31/12/2025 31/12/2024 01/01/2024 Consumables 1,016 975 1,082 Goods in transit - 1,872 2,477 Carrying amount 1,016 2,847 3,559 SEK thousand 31/12/2025 31/12/2024 01/01/2024 Prepaid rent 795 392 386 Prepaid insurance 264 119 97 Other items 1,270 860 1,181 Carrying amount 2,329 1,371 1,664 Intra-group receivables 31/12/2025 31/12/2024 Opening cost 3,140 1,779 Additions to receivables 1,361 Reductions in receivables -933 Closing accumulated cost 2,207 3,140 Closing carrying amount 2,207 3,140 SEK thousand 31/12/2025 31/12/2024 Opening accumulated impairment losses -2,286 -2,286 Impairment losses for the year - - Disposals / reclassifications - - Closing accumulated impairment losses -2,286 -2,286 Closing carrying amount 48,642 45,686 Company Registration number Ownership interest and voting rights Carrying amount at 31/12/2025 Carrying amount at 31/12/2024 Carrying amount at 01/01/2024 SenzaGen Inc. C3870650 100% 84 84 84 VitroScreen S.r.l. MI-1653696 100% 43,306 40,060 40,917 ToxHub S.r.l. MI-2690194 100% 5,252 7,950 7,376 Total 48,642 45,686 45,820 Impairment losses on investments in Group companies The list below comprises investments in Group companies held directly by the Parent Company. For details of subsidiaries, see the Group’s Note 25 Group companies.
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2025 ANNUAL REPORT I SENZAGEN AB 77 Note M20 Receivables from Group companies For information on equity, refer to the Group’s Note 26 Equity. The Parent Company classifies equity into unrestricted equity and restricted equity. Note M22 Financial risks The Parent Company’s financial risks are consistent with those of the Group and are described in the Group’s Note 27 Financial risks. Note M23 Supplementary cash flow disclosures Cash and bank balances consist entirely of bank balances. Expected credit losses have been assessed as immaterial, and no loss allowance has been recog- nized. The credit quality of receivables not past due by more than 90 days is considered to be high, based on historically low credit losses and forward-looking information. The Parent Company has no financial liabilities at variable interest rates. Note M21 Accrued expenses and deferred income SEK thousand 31/12/2025 31/12/2024 01/01/2024 Prepaid rent 806 2,180 1,941 Other items 974 2,730 820 Carrying amount 1,780 4,910 2,761 SEK thousand 31/12/2025 31/12/2024 01/01/2024 Cash and bank balances 24,445 38,474 16,096 Carrying amount 24,445 38,474 16,096 Adjustments for differences between operating profit and cash flow from operating activities 2025 2024 Depreciation and amortization 1,325 1,942 Impairment losses - 2,583 Foreign exchange effects 315 613 Total 1,640 5,138 Ageing analysis of trade receivables 31/12/2025 31/12/2024 01/01/2024 Trade receivables not past due 8,929 8,446 2,755 0–30 days 712 517 811 30–90 days 220 47 176 >90 days - - - Total trade receivables 9,861 9,010 3,742 Sensitivity analysis – changes in exchange rates against SEK 2025 2024 EUR +10% 2,679 2,706 - 10% -2,679 -2,706 USD +10% 491 787 - 10% -491 -787 GBP +10% -116 -142 - 10% 116 142
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2025 ANNUAL REPORT I SENZAGEN AB 78 SEK thousand Sales to related parties Purchases from related parties Receivables from related parties at the reporting date Liabilities to related parties at the reporting date Group companies: 2025 1,720 2,223 2,303 324 2024 1,891 1,955 3,450 168 01/01/2024 - - 2,370 154 Senior executives of the Parent Company: 2025 - 253 - 73 2024 - 193 - 0 01/01/2024 - - - 0 Note M24 Provisions Note M25 Pledged assets Note M26 Transactions with related parties SEK thousand Contingent consideration Total provisions At 1/1/2024 6,319 6,319 Amounts used during the year -3,815 -3,815 Additions during the year - - Reversals of provisions -1,063 -1,063 Settled during the year - - Translation difference 311 311 At 31/12/2024 1,752 1,752 Amounts used during the year - - Additions during the year - - Reversals of provisions -373 -373 Settled during the year - - Translation difference -80 -80 At 31/12/2025 1,298 1,298 For details of contingent consideration, see the Group’s Note 21. Purchases from related parties include: Board Chairman Carl Borrebaeck via his company Ocean Capital, director Ian Kimber via his compa- ny Kimber Biomedical and director Paul Yianni via his company Yianni Consulting. Carl Borrebaeck and Ian Kimber have been hired on a consulting basis to provide scientific support for SenzaGen. Paul Yianni has been hired on a consulting basis to provide commercial support for SenzaGen. In 2025, a total of SEK 147 thousand was paid in remuneration to Ocean Capital, SEK 93 thousand was paid to Kimber Biomedical, and Yianni Consulting was paid SEK 14 thousand. Agreements were based on market terms. Apart from the above, the Company did not engage in any transactions with directors or other related individuals and subsidiaries in 2025. SEK thousand 31/12/2025 31/12/2024 01/01/2024 Floating charges 9,500 9,500 7,500 Total 9,500 9,500 7,500 Floating charges refer to an unpledged mortgage deed with Skandinaviska Enskilda Banken (SEB). SenzaGen does not have any contingent liabilities. Note M27 Events after the reporting period For information on events after the reporting period, see Note 32 Events after the reporting period.
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2025 ANNUAL REPORT I SENZAGEN AB 79 annual report signatures Carl Borrebaeck Chairman Ann-Christin Malmborg Hager Director Paula Zeilon Director Paul Yianni Director Peter Nählstedt CEO Ian Kimber Director My auditor’s report was submitted on 20 April 2026. Mats-Åke Andersson Authorized Public Accountant The annual report and consolidated financial statements were adopted by the board on 20 April 2026.
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2025 ANNUAL REPORT I SENZAGEN AB 80 share capital changes Share capital changes The table below shows the history of changes in share capital since 2010. Year Transaction Increase in share capital Increase in number of shares Total share capital Number of shares Par value (SEK) 2010 Founding of company 50,000 1,000,000 0.05 2014 Bonus issue 2,500 50,000 52,500 1,050,000 0.05 2015 New share issue 55,660 1,113,200 108,160 2,163,200 0.05 2017 Bonus issue 432,640 - 540,800 2,163,200 0.25 2017 1:5 share split - 8,652,800 540,800 10,816,000 0.05 2017 New share issue 232,250 4,645,000 773,050 15,461,000 0.05 2018 Option redemp- tion 5,850 117,000 778,900 15,578,000 0.05 2019 Option redemp- tion 7,925 158,500 768,825 15,736,500 0.05 2019 New share issue 281,057 5,621,136 1,067,882 21,357,636 0.05 2021 New share issue 114,535 2,290,694 1,182,417 23,648,330 0.05 2021 Non-cash issue 20,829 416,586 1,203,246 24,064,916 0.05 2022 Non-cash issue 6 123,409 1,209,416 24,188,325 0.05 2024 New share issue 265,785 5,315,701 1,475,201 29,504,026 0.05 Shareholders1 Number of shares Percentage of share capital and votes Caceis Bank, Germany Branch, W8IMY 2,171,000 7.4 Carl Borrebaeck 1,694,000 5.7 Ålandsbanken in place of owner 1,693,905 5.7 Malin Lindstedt 1,603,400 5.4 Hans Westberg 1,494,941 5.1 Nordnet Pensionsförsäkring AB 1,310,336 4.4 Suad Nimani 1,202,913 4.1 Försäkringsaktiebolaget Avanza Pension 913,628 3.1 Ingvar Andersson 714,285 2.4 Jonas Pålsson 670,000 2.3 Total for 10 largest shareholders 12,970,859 45.6 Other shareholders 16,533,167 54.4 Total 29,504,026 100.0 1The total number of shareholders at 30/12/2025 was 2,499 (2,683) (Euroclear). SenzaGen stock SenzaGen’s stock has been listed on the Nasdaq First North Growth Market since 21 September 2017. Ticker symbol: SENZA ISIN code: SE0010219626 Sector: Health Care
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2025 ANNUAL REPORT I SENZAGEN AB 81 auditor’s report To the Annual General Meeting of SenzaGen AB (publ) Company registration number 556821-9207 Report on the annual report Opinions I have performed an audit of the annual report and consolidated financial statements of SenzaGen AB (publ) for the 2025 financial year. The Company’s annual report and consolidated financial statements are presented on pages 30–79 of this document. In my opinion, the annual report and consolidated financial state- ments have been presented in accordance with the Swedish An- nual Accounts Act and, in all material respects, provide a true and fair view of the Parent Company and the Group’s financial position at 31 December 2025, financial performance and cash flows for the year in accordance with the Swedish Annual Accounts Act. The directors’ report is consistent with the other parts of the annual report and consolidated financial statements. I therefore recommend the consolidated and Parent Company income statements and balance sheets for adoption by the annual general meeting. Basis for opinions I have performed the audit in accordance with the Internation- al Standards on Auditing (ISA) and generally accepted auditing practices in Sweden. My responsibility under theses standards is described in more detail in the section entitled Responsibility of the auditor. I am independent of the Parent Company and the Group in accordance with generally accepted auditing practices in Sweden and I have fulfilled our other ethical responsibilities under these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for our opinions. Information apart from the annual report and consolidated financial statements The board of directors and CEO are responsible for this other information. The other information is in the document entitled Annual report for 2025 but does not include the annual report, consolidated financial statements and our auditor’s report on these. My opinion on the annual report and consolidated financial state- ments does not include this information and I do not provide any opinion on adoption of this other information. In conjunction with my audit of the annual report and consolidated financial statements, I am responsible for reading the informa- tion identified above and considering whether the information is inconsistent with the annual report and consolidated financial statements to a material extent. During this review, I also con- sider the other knowledge I have obtained during the audit and determine whether the information otherwise seems to contain material misstatements. If, based on the work performed with respect to this information, I come to the conclusion that this other information contains a material misstatement, then I am required to report this. I have nothing to report in this respect. Responsibility of the board of directors and CEO The board of directors and CEO are responsible for the prepara- tion of an annual report and consolidated financial statements that provide a true and fair view in accordance with the Swedish Annual Accounts Act. The board of directors and the CEO are also responsible for such internal control as they determine is neces- sary to enable the preparation of an annual report and consolidat- ed financial statements that are free of material misstatement, whether due to fraud or error. During preparation of the annual report and consolidated finan- cial statements, the board of directors and CEO are responsible for assessing the Company and Group’s ability to continue busi- ness. They provide disclosures, where applicable, on circum- stances that could affect the ability to continue business and to apply the going concern assumption. However, the going concern assumption is not applied if the board of directors and CEO plan to liquidate the company, discontinue the business or do not have any realistic alternative to doing this. Responsibility of the auditor My objectives are to obtain a reasonable degree of certainty on whether the annual report and consolidated financial statements as a whole are free of material misstatement, whether due to fraud or error, and to submit an auditor’s report expressing our opinions. Reasonable certainty is a high degree of certainty, but does not serve as a guarantee that an audit performed in accor- dance with the ISAs and generally accepted auditing practices in Sweden will always discover a material misstatement if there is one. Misstatements may occur due to fraud or error and may be considered material if they individually or jointly can be reason- ably expected to influence the financial decisions made by users on the basis of the annual report and consolidated financial statements. As part of an audit in accordance with the ISAs, I use my profes- sional judgment and take a professionally skeptical approach throughout the audit. In addition: •• I identify and evaluate the risks of material misstatement in the annual report and consolidated financial statements, whether due to fraud or error, I design and perform audit procedures based in part on these risks, and I obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of failing to discover a material misstatement due to fraud is higher than for a material misstatement due to error, because fraud may include collusion, forgery, deliberate omissions, incorrect information or neglect of internal controls. •• I obtain an understanding of those elements of the company’s internal controls that are of significance to my audit in order to design audit procedures that are appropriate in consideration of the circumstances, but not to express an opinion on the effective- ness of internal controls. •• I also evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors and CEO. •• I form an opinion on the suitableness of application of the going concern assumption by the board of directors and CEO in the preparation of the annual report and consolidated financial state- ments. On the basis of the audit evidence obtained, I also form an opinion as to whether there is any material factor of uncertainty with respect to such events or circumstances as could lead to sig- nificant doubt about the Company and Group’s ability to continue business. If, in my opinion, there is a material factor of uncertain- ty, my audit report must call attention to the disclosures in the an- nual report and consolidated financial statements on this material factor of uncertainty or, if such disclosures are insufficient, I must modify my opinion on the annual report and consolidated financial statements. My opinions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or circumstances may result in a company and group being unable to continue business.
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2025 ANNUAL REPORT I SENZAGEN AB 82 •• I evaluate the overall presentation, structure and contents of the annual report and consolidated financial statements, including the disclosures, and whether the annual report provides a true and fair view of the underlying transactions and events. •• I obtain sufficient and appropriate audit evidence on the finan- cial information for the units and business activities within the Group in order to express an opinion on the consolidated financial statements. I am responsible for the control, monitoring and performance of the audit of the consolidated financial statements. I am solely responsible for my opinions. I must inform the board of directors of the planned scope, focus and timing of the audit. I must also inform the board of directors of significant observations during the audit, including any materi- al internal control deficiencies I have identified. Report on other legal and regulatory requirements Opinions In addition to my audit of the annual report and the consolidated financial statements, I have audited the management of SenzaGen AB (publ) for the 2025 financial year on the part of the Board of Directors and CEO and the proposed appropriation of the Compa- ny’s profit or loss. I recommend that the annual general meeting distribute the earnings in accordance with the proposal in the directors’ report and discharge the board directors and CEO from liability for the financial year. Basis for opinions I have performed the audit in accordance with generally accept- ed auditing practices in Sweden. My responsibility under theses practices is described in more detail in the section entitled Responsibility of the auditor. I am independent of the Parent Company and the Group in accordance with generally accepted auditing practices in Sweden and I have fulfilled my other ethical responsibilities under these requirements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinions. Responsibility of the board of directors and CEO The board of directors is responsible for the proposed appropri- ation of the Company’s profit or loss. Proposed dividends include an assessment of whether the dividend is justifiable in consider- ation of the requirements posed by the Company and Group’s type of business, scope and risks on the size of the Parent Company and Group’s equity, consolidation needs, liquidity and financial position in other respects. The board of directors is responsible for the Company’s organiza- tion and for management of the company’s affairs. This includes assessing the Company and the Group’s financial situation on an ongoing basis and ensuring that the Company’s organization is structured in such a way as to ensure other adequate controls on bookkeeping, asset management and the company’s financial affairs. The CEO shall take responsibility for day-to-day manage- ment in accordance with the guidelines and instructions of the board of directors and shall take the actions necessary to ensure compliance of the Company's bookkeeping with the law and ade- quate asset management. Responsibility of the auditor My objective in my audit of management, and thus our opinion on discharge from liability, is to obtain audit evidence to enable an assessment with a reasonable degree of certainty as to whether any board director or the CEO, in a material respect: •• has taken an action or is guilty of negligence that could incur liability for damages to the Company, or •• has otherwise infringed the Swedish Companies Act, the Swed- ish Annual Accounts Act or the Company’s articles of association. My objective in my audit of the proposed appropriation of the Company’s profit or loss, and thus my opinion on this proposal, is to assess with a reasonable degree of certainty whether the proposal is in harmony with the Swedish Companies Act. Reasonable certainty is a high degree of certainty, but does not serve as a guarantee that an audit performed in accordance with generally accepted auditing practices in Sweden will always discover actions or negligence that could incur liability to pay damages to the Company, or that the proposed appropriation of the Company’s profit or loss is in harmony with the Swedish Companies Act. auditor’s report As part of an audit in accordance with generally accepted auditing practices in Sweden, I use my professional judgment and take a professionally skeptical approach throughout the audit. My review of management and the proposed appropriation of the Company's profit or loss is mainly based on the my audit of the financial statements. My selection of additional audit procedures to perform is based on our professional judgement in consider- ation of the risk and materiality. This means that I focus my audit on those actions, areas and circumstances that are material to the business and where divergences and breaches would have particular significance for the Company’s situation. I review and assess decisions made, decision-making documentation, actions taken and other circumstances relevant to my opinion on discharge from liability. As the basis for my opinion on the board of directors’ proposed appropriation of the company’s profit or loss, I have assessed whether the proposal is in harmony with the Swedish Companies Act. Lund, 2026-04-20 Mats-Åke Andersson Authorized Public Accountant
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2025 ANNUAL REPORT I SENZAGEN AB 83 Responsibility for management and control of SenzaGen is divided between the shareholders at the annual general meeting, the board of directors and the CEO as per the Swedish Companies Act, applicable rules for companies whose stock is listed on the Nasdaq First North Growth Market, the Company’s articles of association and the board’s internal policy documents. Annual General Meeting (AGM) The right of the shareholders to decide on SenzaGen’s affairs is exercised at the AGM, which is the Company’s highest deci- sion-making body. The AGM decides on several key agenda items, including the appropriation of the Company’s retained earnings, the adoption of the income statement and balance sheet, the discharge from liability for the board and CEO, the election of the board and auditors and the board and auditor’s fees. Extraordi- nary general meetings may be held if the board believes such is needed or if the Company’s auditors or shareholders with at least 10% shareholdings request such. SenzaGen’s principal owners are disclosed under the Changes in share capital heading on page 80. Seven shareholders representing 13% of the total shares and votes in the Company attended SenzaGen’s AGM on 14 May 2025 in Lund. All board directors and the Company’s auditors were present or represented at the AGM. The AGM resolved to pass all proposals presented by the board and shareholders, including authorization for the board to resolve to issue new shares. SenzaGen AB (publ) is a Swedish public limited liability company (svenskt publikt aktiebolag). Its headquarters are in Lund and its stock is traded on the Nasdaq First North Growth Market. SenzaGen has around 2,500 shareholders. In addition to the Parent Company, the Group comprises the following wholly-owned subsidiaries: SenzaGen Inc (USA), VitroScreen s.r.l. (Italy) and ToxHub s.r.l. (Italy). Nomination Committee The 2019 AGM resolved on policies for SenzaGen’s Nomination Committee that are applicable until further notice. The main task of the Nomination Committee is to propose board candidates to the AGM, who are then elected by the AGM. The work of the Nomi- nation Committee starts with reading the evaluation of the board’s work commissioned by the board. Then, the Nomination Com- mittee nominates directors and the chairman of the board for the upcoming term. In addition, the Nomination Committee proposes candidates for the position of auditor and presents proposals for the remuneration of the board and auditors. As per its policies, the SenzaGen Nomination Committee shall comprise the board chairman and one representative from each of the three largest shareholders in terms of the number of votes. The Nomination Committee for the 2026 AGM comprises Malin Lindstedt, Nomination Committee Chair, Matthias Durner representing ShapeQ, Hans Westberg and the Company’s board chairman Carl Borrebaeck. The Nomination Committee had one meeting in 2025 at which minutes were taken. corporate governance report Board of Directors The board of directors is responsible for SenzaGen’s organization and for management of the Company’s affairs. The work of the board is governed by the Swedish Companies Act, the articles of association and the work plan adopted by the board. According to the articles of association, the board shall comprise a minimum of three and a maximum of ten directors with a maximum of five alternates. The 2025 AGM re-elected Carl Borrebaeck, Ian Kimber, Ann-Christin Malmborg Hager, Paul Yianni and Paula Zeilon. The Company does not have specific committees for auditing and remuneration issues. The full board addresses these issues. Biographies of the directors and their independence can be found on page 85. Board work and evaluation The board adopts a formal work plan each year. The work plan is adopted at the first board meeting after the AGM (Statutory Board Meeting) and updated after that as needed. The work plan describes the board's responsibilities and tasks, the division of responsibilities and tasks within the board as well as its working methods, and the division of responsibilities and tasks between the board and the CEO. The currently applicable work plan was adopted on 14 May 2025. The chairman evaluates the work of the board once a year.
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2025 ANNUAL REPORT I SENZAGEN AB 84 Board meetings The SenzaGen Board of Directors held 10 meetings at which minutes were taken during the year; one was the Statutory Board Meeting. At all regular board meetings, the CEO informed direc- tors of the Group's financial position and of significant events in the Company's business. Director attendance at the meetings is shown in the table below. The Company’s CEO and CFO regularly attend board meetings. Other executives attend board meetings as needed. The Company’s CFO normally serves as secretary at board meetings. The Compa- ny's auditor attended at least one of the regular meetings during the year. Board remuneration The 2025 AGM set directors’ fees for the board chairman at SEK 400,000 and for each of the other directors at SEK 200,000. Board remuneration is described further in Note 9. Auditor The Company’s auditor, Mats-Åke Andersson, HLB Auditoriet AB, was elected at the 2025 AGM for a term lasting until 2026. CEO and Management The CEO is appointed by the board and manages the Company in accordance with the policies and directives adopted by the board. The applicable terms of reference issued to the CEO were adopted by the board on 14 May 2025. The CEO prepares informative and decision-making documentation for board meetings and main- tains ongoing dialogue with the board chairman regarding the performance of the Group. The CEO is assisted by a management team consisting of the VPs for each of the Company’s functional areas. A more detailed description of the CEO and management team can be found on page 86. Remuneration of the CEO and other senior executives The 2025 AGM resolved that the pay of Group Management shall comprise a fixed base salary and variable performance-based remuneration. The variable remuneration includes an individual variable annual fee and may also include a long-term incentive program as a complement. The total remuneration for members of Group Management shall be on market terms. Salaries and other remuneration for the CEO and other senior executives are disclosed in Note 9. Internal control The board is responsible for keeping an effective system in place for internal control and risk management. The CEO is delegat- ed responsibility for creating a solid foundation for working on these issues. Both Management and managers at various levels of the Company have this responsibility in their respective areas. Powers and responsibilities are defined in guidelines, specifica- tions of responsibilities, policies for approval permissions, and other policies. SenzaGen does not have an internal audit function because the need for such is not justified by the extent and risk exposure of the Company’s business. Director attendance at board meetings Carl Borrebaeck, chairman 10 of 10 Ian Kimber 10 of 10 Ann-Christin Malmborg Hager 10 of 10 Paula Zeilon 10 of 10 Paul Yianni 10 of 10
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2025 ANNUAL REPORT I SENZAGEN AB 85 board of directors CARL BORREBAECK Chairman since 2015, director since 2010. Born in 1948 Education and experience: Professor of immunotechnology, DSc major in molecular immunology, MSc in chemical engineering, MSc in life science. Carl Borrebaeck is a professor at the Department of Immunotechnology and chairman of the CREATE Health trans- lational cancer research center at Lund University. He is an entrepreneur and founded SenzaGen AB and several other life science companies, including Immunovia AB, Alligator Bioscience AB and BioInvent International AB. He is also a co-founding mentor for the Nordic Mentor Network for Entrepreneurship (NOME), a member of the Royal Swedish Academy of Engineering Sciences (IVA) and former vice-chancellor at Lund University. Carl has won a number of awards for his entrepreneurship and groundbreaking research, including Ak- zoNobel’s Science Prize in 2009, the Royal Swedish Academy of Engineering Sciences (IVA) Gold Medal in 2012, and the Biotech Builder Award in 2017. Other significant appointments: Board chairman of PainDrainer AB and CB Ocean Capital AB. Shareholding: 1,694,000 shares. Independence: Independent of the Company, Management and major shareholders. ANN-CHRISTIN MALMBORG HAGER Director since 2019. Born in 1965. Education and experience: PhD in immunotechnology, MSc in chemical engineering, Pharma MBA. Ann-Christin Malmborg Hager has exten- sive experience from starting life science companies originating from Lund university research. She served as CEO of SenzaGen from 2014 to 2019. Her past experience includes CEO of PainDrainer AB, Cantargia AB, XImmune AB and Diaprost AB, and before that, Investment Director at LU Bio- science AB and VP Business Development at Alligator Bioscience AB. Other significant appointments: CEO of Lead Biologics International AB. Board director at NanoEcho AB, Pharma Holdings AS and Hager Consulting AB. Shareholding: 390,000 shares. Independence: Independent of the Company, Management and major shareholders. IAN KIMBER Director since 2015. Born in 1950. Education and experience: Emeritus professor of toxicology, PhD and MSc in immunology, BSc in biology. Ian Kimber serves as Emeritus Professor of Toxicology at the University of Manchester. He has extensive experience from academia, the pharmaceutical, biopharmaceutical and agrochemical industries, and as an inde-pendent consultant. Ian has won several awards for his distinguished scientific work, including the Society of Toxicology Distinguished Toxicology Scholar Award (2015), and received the OBE in the Queen’s Birthday Honours List in 2011. He also serves on many expert committees and scientific advisory groups in the UK and internationally. Other significant appointments: Emeritus Professor of Toxicology at the University of Manchester. Shareholding: 1,500 shares. Independence: Independent of the Company, Management and major shareholders. PAULA ZEIL ON Director since 2020. Born in 1962. Education and experience: MSc in chemical engineering and business administration. Paula Zeilon has 30 years of management experience from the life science industry including a consulting business in the field of business development and management focusing on the commercialization of new products on international markets. Her past experience includes CEO of Life Science Foresight Institute, CEO of Alligator Biosciences AB, Director Marketing at Dako A/S, Director Marketing at Biotage AB, and management positions with Pharmacia Biotech (now Cytiva). Other significant appointments: None. Shareholding: 7,800 shares. Independence: Independent of the Company, Management and major shareholders. PAUL YIANNI Director since 2020. Born in 1959. Education and experience: PhD in chemistry. Paul Yianni runs his own consulting busi- ness with a focus on business development, strategy and business coaching. Paul has over 30 years of management experience from the chemicals industry, and he has broad international experience from var- ious technical and commercial functions, including at Dow Corning and Shell Chem- icals. His previous positions include CEO of Spolchemie in Czechia and head of M&A at DIC Europe in Germany. Other significant appointments: None. Shareholding: 100,000 shares. Independence: Independent of the Company, Management and major shareholders.
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2025 ANNUAL REPORT I SENZAGEN AB 86 senior executives PETER NÄHLSTEDT President and CEO. CEO since 2021, involved with Company since February 2019. Director 2018-2021. Born in 1974. Education and experience: MSc in chemical engineering and BSc in business administration from Lund University. Peter Nählstedt has extensive experience in developing global growth companies in the life sciences industry with a focus on both organic and acquisition-driven growth. In recent years, he had led several inter- national growth projects as a consultant and a board professional. His most recent operational role was as CEO of Probi AB. His past experience includes management positions in strategy, marketing and sales with GE Healthcare Life Science and Trelle- borg Marine Systems. Other significant appointments: Board chairman at Super Synbiotics AB and board director at Bio-Works AB. Shareholding: 86,297 shares and 550,000 stock options. MARIANNE OLSSON VP Finance. Employee since 2016 and part of manage- ment team since 2016. Born in 1961. Education and experience: Certified Financial Manager via FAR. Marianne Olsson has over 25 years of ex- perience at Lund University where she has served as department economist, financial officer and most recently administrative manager for the Department of Immuno- technology. In addition, Marianne has been a member of the Lund University Faculty of Engineering (LTH) board and a member of the management team and department board at the Department of Immunotech- nology. Other significant appointments: None. Shareholding: 116,000 shares and 100,000 stock options. TINA DACKEMARK LAWESSON VP Marketing & Communications. Employee since 2018 and part of manage- ment team since 2019. Born in 1968. Education and experience: Bachelor of education (languages) from Malmö Lärarhögskola and journalism stud- ies at Humber College in Canada. Tina Dackemark Lawesson has long-stand- ing and broad experience in marketing, IR and communications at life science and technology companies in the build-up and growth phases. She has previously held similar positions, including at INVISIO, Cellavision and Enzymatica. Other significant appointments: None. Shareholding: 3,000 shares and 125,000 stock options.
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2025 ANNUAL REPORT I SENZAGEN AB 87 senior executives HENRIK JOHANSSON Chief Scientist. Employee since 2014 and part of manage- ment team since 2020. Born in 1982. Education and experience: PhD in immunotechnology and MSc in biotechnology engineering from Lund University. Henrik Johansson has more than 15 years of research and development experience in the fields of cell and molecular biology. In vitro assays for predictive immunotoxicolo- gy are his specialty and he is a co-develop- er of the GARD® technology platform, which was first described in detail in his doctoral thesis. Other significant appointments: None. Shareholding: 526 shares. HELENE OLSSON VP HR. Involved with Company since 2020 and part of management team since 2021. Born in 1965. Education and experience: Degree in behavioral science from Lund University and Linnaeus University. Helen Olsson has over 20 years of experi- ence in organization development, change management, and both operational and strategic HR, including as VP HR at BioGaia. Other significant appointments: None. Shareholding: 7,500 shares and 100,000 stock options. ANDY FORRERYD VP Sales. Hired in 2017 and part of management team since 2022. Born in 1984. Education and experience: PhD in immunotechnology and MSc in biotechnology engineering from Lund University. Andy Forreryd has many years of experi- ence in the field of in vitro assay develop- ment, genomics and machine learning. He is a specialist in biomarker discovery, a skilled research communicator and a co-developer of the GARD® technology platform. Other significant appointments: None. Shareholding: 500 shares and 70,000 stock options.
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2025 ANNUAL REPORT I SENZAGEN AB 88 financial summary 2025 2024 2023 2022 2021 Revenue, SEK thousand 57,974 57,695 49,870 41,770 15,422 Capitalized developed ex- penditure, SEK thousand 1,400 2,800 - - 31 Profit for the year -11,587 -11,218 -22,097 -24,912 -31,346 Equity ratio (%) 67 75 70 75 82 Quick ratio, % 217 244 115 179 332 Equity, SEK thousand 77,733 90,870 67,608 89,701 110,243 Average number of em- ployees 36 32 33 31 21 Number of employees at year-end, converted to full- time equivalents 36 34 34 35 31 Average number of shares 29,504,026 27,289,151 24,188,325 24,085,484 21,808,849 Number of shares at end of period 29,504,026 29,504,026 24,188,325 24,188,325 24,064,916 Earnings per share, SEK1 -0,39 -0.41 -0.91 -1.03 -1.35 Fully diluted earnings per share, SEK2 -0,39 -0.41 -0.91 -1.03 -1.35 Equity per share (SEK) 0,38 0,32 2.80 3.71 4.58 Dividend per share, SEK - - - - - Comparative figures for the years 2021–2023 have not been restated in accordance with IFRS ¹ Based on average weighted number of outstanding shares. 2 Dilutive effects are only recognized in cases where they result in lower earnings per share. Equity per share Reported consolidated equity divided by the number of outstanding shares. Earnings per share Profit for the year as a percentage of the average number of outstanding shares. Fully diluted earnings per share Profit for the year as a percentage of the average weighted number of shares plus the number of shares added upon full dilution. Dilution occurs in conjunction with stock option plans when the redemption price is less than the current share price. Equity ratio Equity as a percentage of total assets. Quick ratio Current assets excluding inventories as a percentage of current liabili- ties. Financial calendar 12 May 2026 January-March 2026 Interim Report 12 May 2026 Annual General Meeting 20 August 2026 January-June 2026 Interim Report 5 November 2026 January-September 2026 Interim Report 18 February 2027 January-December 2026 Year-End Report Interim reports and annual reports are available on SenzaGen’s website. Definitions
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2025 ANNUAL REPORT I SENZAGEN AB 89 glossary and sources SourcesAllergen A substance that causes an allergic reaction. Biomarker A measurable indicator of a biological condition. CRO Contract research organization. A contract lab that provides research services. ECVAM European Centre for the Validation of Alternative Methods. Evaluates and validates alternative test methods in the EU that can replace animal testing for the safety assessment of chemicals. Recommends new test methods to the OECD. Efficacy testing In preclinical testing, efficacy refers to a drug’s or treatment’s ability to produce the desired biological response in laborato- ry or animal studies. It is an important factor in assessing a substance’s potential efficacy. GLP Good Laboratory Practice. A GLP laboratory is used for non-clinical safety studies of certain products prior to regula- tory filing and approval. In vivo Latin for “in a living organism”. In vivo tests are done on animals. In vitro Latin for “in glass”. In vitro tests are done in test tubes. ISO / ISO 10993-10 International standard. ISO 10993-10 specifies tests for skin sensitization as part of the biological evaluation of medical devices. Contract laboratory A laboratory that provides research services for another organization. Microbiome The microbiome is the collection of microorganisms (bacte- ria, fungi, viruses, etc.) that live in or on a particular biologi- cal environment, such as the skin, mouth, or gastrointestinal tract. OECD Organization for Economic Cooperation and Development, consisting of 36 member countries. The OECD’s mission includes creating guidelines for assessing the safety of chemical substances. Open source Publicly available, non-proprietary testing methods or tools. Predictive accuracy The test objects correctly classified as a percentage of the total number of tested objects. Sensitization The process by which the body develops an (over)sensitivity to something, in other words, an allergy. Toxicology A science that deals with poisons and poisoning symptoms, including how drugs and other chemicals can cause various adverse health effects in humans. 1 SenzaGen’s assessment, based on its own calculations. 2 In Vitro Toxicology Testing Market - Global Forecast to 2028. MarketsandMarkets 2023 and Global efficacy testing market research report. Wise Guy Reports 2023. 3 In Vitro Toxicology Testing Market - Global Forecast to 2028. MarketsandMarkets 2023. 4 Global efficacy testing market research report. Wise Guy Reports 2023. 5 Swedish Medical Products Agency, Förbud mot djurförsök. 6 Swedish Fund for Research Without Animal Experiments (Forska utan djurförsök) 7 Compound Interest – compoundchem.com/2016/01/16/ drug-discovery. 8 National Center for Biotechnology Information 2010 - ncbi.nlm 9 Swedish Board of Agriculture. 10 Validation study, OECD Test Guideline Program (TGP no. 4,106). Johansson H. et al. Toxicological Sciences 2019. 11 Journal of Allergy, 2011 – ncbi.nlm.nih.gov/pmc/articles/ PMC3124934/.
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2025 ANNUAL REPORT I SENZAGEN AB 90 SenzaGen AB Medicon Village, SE-223 81 Lund Visiting address: Medicon Village, building 401, Scheeletorget 1, Lund Tel: +46 46 2756200 Email: info@senzagen.com www.senzagen.com SenzaGen is a fast-growing company operating in non-animal chemical testing. With groundbreaking innovations that better reflect human biology, SenzaGen works toward its vision to protect and advance human health while replacing animal testing.