IDXAF IDEX Biometrics ASA (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15F

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934    

Commission File Number 001-39810

IDEX Biometrics ASA

(Exact name of Issuer as specified in its charter    )

American Depositary Shares,

each representing 75 ordinary shares, NOK 0.15 nominal value per share

Ordinary Shares, NOK 0.15 nominal value per share*

(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

Item 1. Exchange Act Reporting History

Item 2. Recent United States Market Activity

The Company has not sold securities in the United States in a registered offering under the Securities Act of 1933, as amended, other than pursuant to certain employee benefit plans pursuant to four Registration Statements on Form S-8. On July 21, 2023, the Company filed amendments to its four Registration Statements on Form S-8 (Nos. 333-254083, 333-259210, 333-265481 and 333-272679) to deregister any securities that remain unsold thereon, which amendments became effective upon filing.

Item 3. Foreign Listing and Primary Trading Market

Item 4. Comparative Trading Volume Data

The Company’s trading volume data used to rely on Rule 12h-6(a)(4)(i) are as follows:

A. The recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) is August 11, 2022 to August 10, 2023.

B. During the 12-month period beginning August 11, 2022 and ending August 10, 2023, the average daily trading volume of the ADSs in the United States was 120,098 shares and the average daily trading volume of the Ordinary Shares and ADSs, considered as a single class of securities, on a worldwide basis was 5,874,220 shares.

C. During the 12-month period beginning August 11, 2022 and ending August 10, 2023, the average daily trading volume of the ADSs in the United States was 2.0% as a percentage of the average daily trading volume of the Ordinary Shares and ADSs, considered as a single class of securities, on a worldwide basis.

D. On July 31, 2023, the Company filed a Form 25 with the Commission to delist its ADSs from Nasdaq. At such time, for the preceding 12-month period, the average daily trading volume of the ADSs in the United States was 117,459 shares.

E. On July 21, 2023, the Company notified The Bank of New York Mellon that it will terminate its ADS facility.

F. The Company used trading data from the Oslo Bors, The Nasdaq Stock Market and Nasdaq IR Insight to determine whether it meets the requirements of Rule 12h-6. The Company used the sources for trading volume information that it viewed as likely to have reliable information.

Item 5. Alternative Record Holder Information

Not applicable.

Item 6. Debt Securities

Not applicable.

Item 7. Notice Requirement

A. As required by Rule 12h-6(h), the Company published a notice disclosing its intent to terminate its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on the date hereof.

B. The notice was disseminated in the United States via GlobeNewswire. In addition, the notice is attached as Exhibit 99.1 to this Form 15F.

Item 8. Prior Form 15 Filers

Not applicable.

PART II

Item 9. Rule 12g3-2(b) Exemption

The Company has published the information required by Rule 12g3-2(b)(1)(iii) on its Internet Web site at: www.IDEXbiometrics.com 

PART III

Item 10. Exhibits

Attached as Exhibit 99.1 to this Form 15F is a copy of the notice, required by Rule 12h-6(h) (17 CFR 240.12h-6(h)), disclosing IDEX’s intent to terminate its duty to file reports under section 13(a) and 15(d) of the Exchange Act.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, IDEX Biometrics ASA has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, IDEX Biometrics ASA certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.

EXHIBIT LIST

Exhibit 99.1

IDEX Biometrics ASA Announces Effectiveness of Voluntary Delisting of ADSs from Nasdaq Stock Market

Oslo, Norway, August 10, 2023 – IDEX Biometrics ASA (“IDEX” or the “Company”) (Nasdaq: IDBA), a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control and digital identity, today announces that the Company’s voluntary delisting of American Depositary Shares (“ADSs”) representing its ordinary shares from The Nasdaq Capital Market (“Nasdaq”) has become effective. Each ADS represents 75 ordinary shares of the Company. The Company has also filed a Form 15 with the Securities and Exchange Commission (“SEC”) to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in respect of the ADSs and the ordinary shares. The Company expects that the deregistration of the ADSs under the Exchange Act will become effective 90 days after the filing of the Form 15.

Information for ADS Holders

The Bank of New York Mellon serves as depositary (the “Depositary”) for the Company’s ADS facility. Each ADS represents 75 of our ordinary shares. The Depositary intends to terminate the Deposit Agreement, dated February 26, 2021, among us, the Depositary and owners and holders of ADSs (the “Deposit Agreement”) on October 19, 2023.

Under the terms of the Deposit Agreement, ADS holders have until at least October 19, 2023 to surrender ADSs for delivery of the underlying ordinary shares. If you surrender ADSs for delivery of the underlying shares, you must pay a cable fee of $17.50. In order to exchange ADSs for the Company’s ordinary shares, ADS holders should instruct their brokers to surrender ADSs to The Bank of New York Mellon (DTC No. 2504). In connection with this surrender, brokers should include ongoing ordinary share delivery instructions in the comments field within DTC, including information such as the name and BIC of the appropriate local bank/broker and/or appropriate delivery code, beneficiary name and account number. U.S. brokers holding ADSs on behalf of their clients, can reach out to DRSettlements@BNYMellon.com for questions regarding the conversion and settlement process.

Subsequent to October 19, 2023, the Depositary may elect to sell the underlying shares. If the Depositary has sold such shares, holders of ADSs must surrender such securities in order to obtain payment of the sale proceeds of the underlying ordinary shares, net of the expenses of sale, any applicable U.S. or local taxes or government charges and a cancellation fee of up to $0.05 per ADS.

To surrender ADSs, the address of the Depositary is: The Bank of New York Mellon, 240 Greenwich Street, Depositary Receipts Division – 8th Floor, Attention: Cancellation Desk, New York, NY 10286. Registered or overnight mail is the suggested method of delivering ADSs to the Depositary. For Settlement specific inquiries, please contact DRsettlements@bnymellon.com.

Investors may still present ADSs to The Bank of New York Mellon. Investors will receive either the underlying shares (if those have not yet been sold by the Depositary) or the cash received by the Depositary received upon sale of underlying shares, net of fees, if those underlying shares were sold. For more information, investors should contact DRBrokerSolutions@bnymellon.com.

About IDEX Biometrics

IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and

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digital identity. Our solutions bring convenience, security, peace of mind and seamless user experiences to the world. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry enabler, we partner with leading card manufacturers and technology companies to bring our solutions to market. For more information, visit www.idexbiometrics.com.

Business Risks and Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including in respect of the Company’s deregistration of ADSs representing its ordinary shares under the Exchange Act. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates”, “target”, “going forward”, “outlook” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

For more information, please contact: Marianne Bøe, Head of Investor Relations E-mail: marianne.boe@idexbiometrics.com (mailto:Marianne.boe@idexbiometrics.com) Tel: +47 91 80 01 86

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