This portal is where we keep the guidance you need day to day as a company admitted to trading on Nasdaq First North Growth Market Denmark. It is written for the people who actually handle disclosure: the CEO and CFO, the chair, the board secretary, and anyone who drafts or releases a company announcement.

It is not a substitute for calling us. It is the answer to the questions that come up at nine in the evening before a report goes out, and the place to send a new board member so they know what is expected of them.

What is in here

Compliance and regulation

Ten sections covering inside information, financial reports, managers’ transactions, buybacks, prospectus requirements, your capital situation, warrant programmes and the website obligations. Each one says which rule set the obligation comes from, MAR or the Rulebook, and what the deadline is.

Tools and resources

Calculators that do the arithmetic you would otherwise do by hand: closed period windows from your financial calendar, notification deadlines in Danish business days, a delay decision record you can fill in and keep, and a pre-flight checklist for each type of announcement. Nothing you type is saved or sent anywhere.

News and links

What has changed and when, the archive of our Certified Adviser newsletters, and direct links to the underlying sources at Finanstilsynet and Nasdaq.

Two things worth knowing before you start

Hovering a term like MAR, or a citation like Article 17(4), opens a short definition with a link to the section that explains it properly. And the search box in the menu searches the full text of every section, not just the headings, so if you half remember a phrase you can find it that way.

Where to start

• New to First North, or new to the board: The two rule sets, then Inside information under MAR.
• You are a board member or executive personally: If you are a PDMR is written for you rather than for the company.
• A report is coming up: Closed periods for the dates, and Before you publish the day it goes out.
• Something has just happened and you are not sure whether it is disclosable: Inside information under MAR, and then call us.

As a company admitted to trading on Nasdaq First North Growth Market Denmark, your disclosure obligations come from two sources that operate side by side.

The Market Abuse Regulation

MAR (Regulation (EU) No 596/2014) is a directly applicable EU regulation. It is not something Nasdaq administers and it is not something you can contract out of. Its core obligation for issuers is Article 17: inside information directly concerning you must be disclosed to the market as soon as possible. MAR applies identically to First North and to the Main Market, and draws no distinction based on the type of trading venue. Where First North issuers do get relief, it is narrow and specific, such as the simplified insider list regime under Article 18(6).

The Nasdaq First North Growth Market Rulebook

The Rulebook adds obligations of its own: a periodic reporting timetable, a published financial calendar, and a list of specific decisions and events that must be disclosed whether or not they amount to inside information. That list covers changes to share capital, resolutions of the general meeting, changes in board, management or Certified Adviser, decisions on warrant and option programmes, and the obligation to correct previously disclosed information that turns out to be wrong.

These two sets of obligations are cumulative. Meeting the Rulebook's reporting timetable does not suspend the continuous MAR obligation, and a Rulebook-driven announcement does not become optional because the information falls short of the inside information threshold. In practice, most events covered in this portal are disclosable under one regime, the other, or both, and each section below says which.

Announcement categories, English and Danish names

Every company announcement is published under a Nasdaq category. Choosing the right one matters: the category is how the market, data vendors and the Danish FSA identify what kind of information you are releasing, and a misfiled inside information announcement is a disclosure problem, not a clerical one. Nasdaq revised the category names in 2025. The table below maps the Rulebook provision to the current English name and to the Danish name you select when publishing via Copenhagen.

Inside information sits at the centre of your continuous disclosure obligations. Getting the analysis right, meaning what qualifies, how it must be handled internally, and when publication may lawfully be delayed, is the single most consequential compliance judgment a listed company makes.

What qualifies as inside information

Article 7(1)(a) MAR defines inside information as information of a precise nature which has not been made public, relating directly or indirectly to one or more issuers or financial instruments, and which, if made public, would be likely to have a significant effect on the price. Four criteria must all be met.

Precise

The information indicates circumstances that exist or may reasonably be expected to come into existence, or an event that has occurred or may reasonably be expected to occur, and is specific enough to allow a conclusion about the likely price effect.

Not made public

It has not been disclosed in a way that gives the market fast access and allows complete, correct and timely assessment.

Relates to the issuer or the instrument

Directly or indirectly. This covers information generated inside the company as well as external information about it.

Price-sensitive

A reasonable investor would be likely to use it as part of the basis of an investment decision, known as the reasonable investor test.

The disclosure obligation

Under Article 17(1) you must inform the public as soon as possible, by company announcement in the category Inside information / Intern viden. As soon as possible means without delay once the information exists and the criteria are met. It does not mean at the next convenient point in your reporting cycle, or when the board meets next time.

How the announcement must be made

In its capital markets newsletter of 27 June 2025, the Danish FSA stressed that issuers must meet the formal requirements for the method of publication, set out in Commission Implementing Regulation (EU) 2016/1055. Under Article 2(1)(b), the communication must state:

• that the information communicated is inside information;
• the identity of the issuer, meaning the full official name;
• the identity of the person submitting the notification, with first name, surname and position within the issuer;
• the subject matter of the inside information; and
• the date and time of the communication to the media. Nasdaq will automatically time stamp releases.

Under Article 3 of the same regulation, disclosed inside information must be kept easily accessible on your website in chronological order. A broken announcement archive is a live compliance defect, not a website problem. See Information on the website.

Handling inside information before it is disclosed

Until the information is disclosed, or ceases to be inside information, you must actively control its circulation.

Insider lists (Article 18)

Everyone with access must be entered on an insider list, informed in writing of their obligations and the sanctions for insider dealing and unlawful disclosure, and asked to acknowledge this.

The First North simplification (Article 18(6))

As an issuer on an SME growth market you need only maintain a permanent insider list of the persons who have regular access to inside information by virtue of their function, typically the board, executive management and trusted staff. Main Market issuers must additionally maintain deal-specific lists. This is a genuine substantive relief, but it does not reduce the obligation to inform and to document acknowledgement.

Need-to-know access

Restrict access to those who need the information to do their job, with information barriers, secure channels and NDAs where relevant.

No selective disclosure

Briefing analysts, investors or counterparties on inside information outside the normal exercise of employment, profession or duties is unlawful disclosure, regardless of intent.

PDMR closed periods

Managers may not trade in the 30 calendar days before a half-year or year-end report under Article 19(11). Related, but a separate obligation. See Managers' transactions.

Delaying disclosure under Article 17(4)

You may delay disclosure on your own responsibility, provided all of the following three conditions are met and remain met.

1. Legitimate interest

   Immediate disclosure would be likely to prejudice your legitimate interests. ESMA's guidelines give a non-exhaustive list, and ongoing negotiations are the classic example.

2. No misleading effect

   The delay must not be likely to mislead the public. Since 5 June 2026 the Listing Act has reformulated this condition: the withheld information must not be inconsistent with what you have already told the market on the same matter.

3. Confidentiality can be ensured

   You must be able to keep the information confidential, monitor actively for leaks, and disclose immediately if confidentiality is lost.

A delay decision is a decision that has to be revisited, not made once. When the information is eventually disclosed, you must notify the Danish FSA without delay that disclosure was delayed. Under the Danish approach you are not required to submit a written explanation of the legitimate interest unless the FSA asks for it, but you should document your reasoning contemporaneously, because that is the record you will rely on if asked. The delay regime applies equally to First North and Main Market issuers. The notification forms are on the Templates and forms page.

Protracted processes, and what changed on 5 June 2026

A protracted process develops in stages towards an outcome, such as a negotiation, a restructuring or a multi-step transaction. Under the regime up to 5 June 2026, each intermediate step could independently qualify as inside information if it met the four Article 7 criteria in its own right, which forced issuers to assess and often disclose, or formally delay, at every stage.

Since 5 June 2026 the Listing Act (Regulation (EU) 2024/2809) has amended Article 17 so that intermediate steps in a protracted process no longer need to be treated as separately disclosable. The disclosure obligation attaches to the final event or circumstance. This is a material simplification, but note two things. The insider dealing prohibitions still bite on intermediate-step information, so insider lists and confidentiality controls remain fully in force throughout the process. And the change does not affect Rulebook-driven obligations that attach to specific decisions along the way.

Periodic reporting is where the Rulebook and MAR interact most often, and where the most common mistake is made: treating the report as the place to disclose news that arose weeks earlier.

Financial calendar

The Rulebook requires issuers to publish a financial calendar on their website ahead of the start of each financial year, setting out the dates of forthcoming financial reports, meaning the annual report, the half-year report and, where applicable, any interim management statements, quarterly reports or trading updates the company has chosen to publish, as well as other key recurring events such as the annual general meeting. Note that the financial calendar should include all planned quarterly releases, even where these are not full quarterly reports.

Once published, the dates in the calendar can be freely changed up until 14 days before the relevant event, without any separate disclosure obligation attached to the change itself. Within 14 days of the event a change is still permitted, but the company must publish a company announcement stating the new date and the reason for the change. This graduated approach reflects the market's increasing reliance on the calendar as the relevant date approaches: a change far in advance is routine administration, while a late change is itself information the market should be told about, together with the reason for it.

Issuers should therefore treat the last two weeks before any calendared event as a point of no free movement. Any date change from that point on needs to be accompanied by a reasoned announcement, not simply an updated calendar entry.

Financial reports must not be used to disclose inside information

A scheduled annual or half-year report is not the appropriate vehicle for disclosing inside information that has arisen and crystallised before the report's publication date. If, during the reporting period, the company becomes aware of information that meets the MAR Article 17 threshold, for example a material deviation from previously communicated guidance, a significant contract loss or win, or a material impairment, that information must be:

• disclosed separately, by way of its own company announcement, as soon as possible after the obligation to disclose arises, subject only to a valid and actively monitored delay under MAR Article 17(4) where the conditions for delay are met; and
• disclosed in advance of the periodic financial report. The company cannot simply wait and let the figures speak for themselves when the report is published.

In other words, the periodic report presents the company's full financial position and results for the period, but it must not be the first moment at which the market learns of inside information that existed earlier. Doing so would breach the as soon as possible standard in Article 17 regardless of the fact that a report was already scheduled.

The not inconsistent standard in the run-up to a report

Where you rely on a delay under Article 17(4), one of the cumulative conditions is that the delay must not mislead the public. Since 5 June 2026 that condition is framed as the withheld information not being inconsistent with your existing public communication on the matter. This bites hardest just before a report. If you have given guidance, a trading update or any public statement on revenue or margin expectations, and the actual position now falls outside what you told the market, delay is not available.

The practical consequence: new guidance, and any change to previously published guidance that falls outside the guided range, must be published immediately. The same applies to changes in long-term financial targets.

Preliminary figures ahead of a report

Where a company chooses to publish preliminary key figures ahead of the underlying full periodic report, for example preliminary revenue or other KPIs ahead of the annual report, half-year report or a quarterly update, the announcement should be filed under the disclosure category that corresponds to what the preliminary figures actually are.

• Preliminary headline figures ahead of the annual report, filed as Financial statement release / Årsregnskabsmeddelelse.
• Preliminary figures ahead of a half-year report or a voluntary quarterly update, meaning an interim report for Q1 or Q3, filed under the same category as the report they precede.

Closed periods ahead of financial reports

Under Article 19(11), a PDMR must not trade in your shares or debt instruments, on their own account or for a third party, directly or indirectly, during the 30 calendar days before the announcement of an interim or year-end report that you are obliged to publish. For First North issuers this applies without question ahead of both the annual report and the half-year report.

Voluntary Q1 and Q3 reports

Many First North companies choose to publish interim management statements or quarterly reports for Q1 and Q3, even though the Rulebook does not require this. Strictly read, Article 19(11) only applies where the report is one the issuer is obliged to make public, so a purely voluntary quarterly update, published on an ad hoc basis with no fixed commitment, does not automatically trigger the statutory closed period.

The position changes, however, once a company commits to a fixed publication schedule for its quarterly reports, for example by including Q1 and Q3 dates in its published financial calendar and reporting consistently on that basis. At that point the market and PDMRs come to rely on those dates in the same way as for the annual and half-year reports, and the company has, in substance, made itself obliged to publish on that timetable.

Issuers should build the 30 day closed period into their financial calendar and PDMR communications well in advance, since it affects not only PDMRs' own dealings but also their ability to grant or exercise instruments such as warrants during that window, absent an applicable exemption. Note that the company can choose to have a longer, but not a shorter, closed period than the mandatory 30 days. Any longer period should be specified in the company's internal rules.

Content requirements and deadlines

Under the Nasdaq First North Growth Market Rulebook, First North issuers are required to publish a half-year report. There is no obligation to publish a quarterly report.

Since 1 August 2022, the rules on financial reports for First North Copenhagen issuers have been relaxed, and Danish issuers are exempt from the Rulebook's general provisions on financial reports in sections 4.3 and 4.4. As a result, there are very limited requirements as to what content a quarterly, half-year or annual report must contain.

Nasdaq's requirements for financial reports in Denmark, Rulebook Supplement D

4.2.1(a)

The issuer must attach the annual report and the half-year report to the company announcement that is published. It is not sufficient to merely insert a hyperlink to the website.

4.3.1

The issuer shall publish a half-year report and an annual report.

4.3.2

If the issuer chooses to publish quarterly reports, the rules in 4.3.3 to 4.3.5 apply accordingly.

4.3.3

All financial information shall be prepared in accordance with the accounting laws and regulations applicable to the issuer.

4.3.4

The issuer shall publish its annual report as soon as possible and no later than four months after the end of the financial year.

4.3.5

The issuer shall publish its half-year report as soon as possible and no later than three months after the end of the period.

There are, accordingly, no content requirements for the half-year report beyond following local accounting law and regulation, and the Danish Financial Statements Act does not in fact contain any rules specifically addressing half-year reporting for First North companies.

Using the Interim Report Executive Order as a template

PwC recommends in the 2025 Stock Exchange Handbook (Børshåndbogen) that First North issuers apply the requirements of the Danish Interim Report Regulation (Delårsrapportbekendtgørelsen) as a template. The Interim Report Regulation applies in principle to companies on the main market and sets out requirements for the preparation of half-year reports. Many First North companies follow this template in practice. The Rulebook's general rules on half-year reporting, from which Danish issuers are exempt, closely mirror those requirements but additionally require two extra metrics: earnings per share, and the number of outstanding shares, per Rulebook 4.4.6.

Timing and the official date of financial reports

Reports must be published immediately after the board has approved them in the board meeting, which means that publication shall not await subsequent electronic signature. In many cases, final edits or other outstanding matters may mean the report is not ready for publication the moment the board meeting concludes. In such situations it is best practice for the board to formally delegate authority to the executive management or the chairman to finalise and approve the report on behalf of the board, a procedure that is common in practice. This delegation must be correctly handled and properly recorded in the board minutes.

The official date stated in the financial report must always correspond to the actual date of publication. This rule applies even when the board meeting was held the day or evening before and the report was only finalised and ready for distribution the following morning. In such cases the official report date must reflect the morning of publication, not the date of the board meeting. This requirement ensures alignment between the board's formal approval of the final document and the date that investors receive the information.

When your board members, executive management and certain other senior staff buy or sell your shares, options or warrants, those transactions become public. The obligation comes directly from Article 19 MAR. It is not Rulebook-derived, and it applies identically on First North and the Main Market. The individual notifies the issuer and the Danish FSA, and the issuer publishes.

Who is a PDMR

• A member of the board of directors or of executive management; or
• A senior executive who is not on either body but who has regular access to inside information relating directly or indirectly to the issuer, and has power to take managerial decisions affecting its future development and business prospects.

The second category is where most practical difficulty arises. It is not limited to C-suite titles. A COO or a divisional head with genuine decision-making authority and standing access to inside information can qualify on substance. Identify your PDMR population deliberately, write it down, and revisit it when roles change. We help with that assessment.

Persons closely associated

• A spouse or registered partner, and dependent children;
• Other relatives who have shared the same household for at least one year on the relevant date; and
• Any legal person, trust or partnership in which a PDMR, or one of the persons above, holds managerial responsibility, which is directly or indirectly controlled by them, which is set up for their benefit, or whose economic interests are substantially equivalent to theirs.

PDMRs must notify their closely associated persons in writing of these obligations and keep a copy of the notification. Do not assume this happens by itself. It is a documented step, and the document is the evidence.

The threshold, EUR 50,000 per calendar year

Notification is required once the total market value of a PDMR's transactions reaches EUR 50,000 within a calendar year. This is the threshold Denmark has set under Article 19(9). It is the market value of each transaction that counts, and transactions are aggregated without netting, so a purchase and a later sale both count towards the threshold rather than offsetting one another. Once the cumulative value across all transaction types is reached, every subsequent transaction in that calendar year is notifiable, including small ones.

What counts as a notifiable transaction

• Purchases and sales of shares;
• Acceptance or exercise of warrants and options, and disposal of shares received on exercise. See Warrant incentive programmes;
• Pledging or lending financial instruments as collateral;
• Gifts and donations of shares;
• Transactions carried out by a third party, including a portfolio manager, on behalf of the PDMR where the PDMR gave instructions or otherwise directed the transaction.

Separately, PDMRs are in principle prohibited from dealing during closed periods, though Article 19(12) and (12a) carve out certain transactions from that prohibition. Check before relying on a carve-out.

Deadlines

1. Within three business days

   The PDMR or closely associated person must notify the issuer and the Danish FSA as soon as possible and no later than three business days after the transaction date. There is no discretion to delay. The notification to the Danish FSA is made directly in the OAM system.

2. Within two business days

   The issuer must make the information public no later than two business days after receiving the notification, counted from receipt and not from the transaction date.

In practice this means your own internal handling window can be very short if a PDMR notifies you on day three. Agree in advance who drafts and who releases, so that a holiday or a sick day does not become a breach.

Closed periods

Separately from the notification obligation, PDMRs may not conduct transactions during the 30 calendar days before the announcement of an interim or year-end financial report. See Financial reports for how this applies to voluntary Q1 and Q3 reports.

What the announcement must contain

• The identity of the PDMR or closely associated person;
• Their position, or the reason they are a PDMR;
• The issuer's name and LEI;
• A description of the financial instrument;
• The nature of the transaction, meaning acquisition, disposal, pledge and so on;
• The date and place of the transaction; and
• The price and volume.

Publish in the category Managers' Transactions / Ledende medarbejderes transaktioner. The OAM reporting guidance is on the Templates and forms page.

This page is addressed to you personally rather than to the company. If you sit on the board or in executive management of a company we act for, the obligations below are yours, not the company’s, and you carry them yourself. They also apply to you if you are a senior executive who is not on either body but who has regular access to inside information and the power to take managerial decisions affecting the company’s future development.

There are four things to get right, and one rule that overrides all of them.

1. Tell your closely associated persons, in writing

   Their transactions in the company’s shares count as yours for notification purposes. The category covers your spouse or registered partner, your dependent children, any other relative who has shared your household for at least a year, and any company, trust or partnership that you control, that you manage, that is set up for your benefit, or whose economic interests are substantially the same as yours.

   You must notify them in writing of these obligations, and keep a copy of that notification. Do not assume it has happened because it was mentioned at a board meeting. The document is the evidence.

2. Know when the EUR 50,000 clock has started

   Your transactions become notifiable once their total market value reaches EUR 50,000 within a calendar year. Transactions are aggregated without netting, so a purchase and a later sale both count towards the threshold rather than cancelling each other out. Once you cross it, every further transaction in that calendar year is notifiable, including small ones. The count resets on 1 January.

3. Notify within three business days

   You notify both the company and the Danish FSA, the latter directly in the OAM system, as soon as possible and no later than three business days after the transaction date. There is no discretion to delay and no convenience exception. The company then has two business days from receiving your notification to publish it, so a notification that arrives on your third day leaves them very little room.

   The deadline calculator will count the business days for you, including across Easter, which is where the count is most often got wrong. Reporting guidance for OAM is on the Templates and forms page.

4. Do not deal in a closed period

   You may not deal in the company’s shares or debt instruments during the 30 calendar days before the announcement of an interim or year-end report, on your own account or for anyone else, directly or indirectly. This covers the annual report and the half-year report, and in our view any quarterly report published on a fixed calendared schedule. Certain transactions are carved out under Article 19(12) and (12a), but check before relying on a carve-out rather than after.

   Work out the exact dates with the closed period calculator, and note that the period runs right up to the moment the report is published.

What counts as a transaction

More than buying and selling shares. The list includes:

• purchases and sales of shares;
• accepting or exercising warrants and options, including those granted as part of your remuneration, and selling the shares you receive on exercise;
• pledging or lending financial instruments as collateral;
• gifts and donations, made or received; and
• transactions a portfolio manager or other third party carries out on your behalf where you gave the instruction or otherwise directed it.

A discretionary mandate does not remove the obligation if you directed the trade. See Managers’ transactions for the company-side detail and the full content requirements for the announcement.

What we need from you

• The transaction date, the instrument, the nature of the transaction, the place, the price and the volume.
• Your position, or the reason you are treated as a PDMR.
• Whether the transaction was yours or a closely associated person’s, and if the latter, whose.

If you think you have got something wrong

Tell the company immediately, and tell us. A notification that is late and disclosed is a smaller problem than one that is late and quiet, and the sequence of events is much easier to explain while it is still recent. The same applies if you are unsure whether something you know counts as inside information. Ask before you act, not after.

A buyback is a company repurchasing its own shares, because management sees no better use for surplus cash, to support the share price, to return capital, or to fund an incentive programme. As your Certified Adviser we help plan and run a compliant programme. The summary below is the framework we work within.

The risk you are managing

The key legal risk in any buyback is breaching the prohibitions on insider dealing and market manipulation in Articles 14 and 15 MAR. A company buying its own shares is, by definition, a buyer with better information than the market.

The Article 5 safe harbour

Article 5 MAR provides a safe harbour: a buyback conducted in compliance with conditions on transparency, purpose, price and volume proceeds without the Article 14 and 15 prohibitions applying to it. The conditions are cumulative and must be satisfied throughout, not on average.

Purpose

The programme must pursue one of the permitted purposes: reducing capital, meeting obligations from debt instruments convertible into equity, or meeting obligations under employee share or other allocation programmes.

Full public disclosure before trading starts

The programme must be disclosed in adequate detail before dealing begins, covering purpose, maximum consideration, maximum number of shares and duration.

Reporting and publication

Every transaction must be reported to the competent authority of the venue with the highest liquidity in the share, and made public, including on your own website, no later than the end of the seventh daily trading session after the transaction date, per Articles 5(1)(b) and 5(3) MAR as amended by the Listing Act.

Price limit

No purchases above the higher of the last independent trade price and the highest current independent bid on the venue.

Volume limit

No more than 25 per cent of the average daily volume on the venue, calculated on the applicable reference period.

Trading conditions and restrictions

Purchases must be made on the venue where the shares are admitted to trading. During the life of the programme you must not sell your own shares, trade during a closed period, or trade while in possession of inside information, per Articles 3(1) and 4(1) of Delegated Regulation (EU) 2016/1052.

Listing Act simplifications already in force

• Single-authority reporting. You now report buyback transactions only to the competent authority of the trading venue with the highest liquidity in the share, rather than to every venue's authority.
• Aggregate public disclosure. You may publish aggregate daily trading information, meaning total volume and volume-weighted average price per venue, instead of every individual trade.

If the safe harbour does not apply

A buyback conducted without relying on, or without qualifying for, the safe harbour is not automatically market abuse. Recital 12 MAR is clear on that. But you lose the protection and must take particular care: no dealing while holding inside information, no conduct that gives false or misleading signals, and a documented assessment of why the programme is legitimate. Decide up front which route you are taking, because the safe harbour conditions have to be satisfied from the outset and cannot be retrofitted.

Is the decision to launch a buyback inside information?

A recurring question: should the launch of a programme be classified as inside information, or treated simply as an acquisition of own shares, for example where the general meeting has already authorised the board? The answer turns on the Article 7(1)(a) test. Would the information be likely to have a significant effect on the price, in the sense that a reasonable investor would use it as part of the basis of an investment decision? For most First North companies, where a buyback is a departure from prior capital allocation, the answer is usually yes. Make the assessment, document it, and make it before the decision is taken rather than in the hours after.

Danish FSA guidance on handling buybacks

The FSA has observed that trading activity often increases both before and after the launch of a programme. An increase afterwards is expected. An increase beforehand is a red flag, and the FSA has seen cases of employees of listed companies trading ahead of a buyback announcement. It has highlighted three points.

Classification

The launch must be disclosed in accordance with MAR, and companies should assess and handle its classification as inside information in good time, not retrospectively.

Framework agreements

Some companies have framework agreements with financial intermediaries allowing a programme to be initiated quickly, typically within one to two weeks. In such cases inside information can arise very early, and the insider list and confidentiality controls need to be in place from that point.

Employee trading

Because the share price typically rises after announcement, companies should ensure employees understand that trading ahead of a programme they know about is insider dealing. Note that buybacks are often announced alongside financial reporting, that is, during closed periods, which reduces but does not eliminate the risk.

When does a First North company need to publish a prospectus under the EU Prospectus Regulation? Less often than most issuers assume, but the exemptions have conditions, and the conditions have changed.

The starting point, First North is not a regulated market

The Prospectus Regulation's admission-to-trading trigger applies to regulated markets only. Nasdaq First North Copenhagen is a multilateral trading facility, so admission to trading on First North does not by itself trigger a prospectus obligation. What can trigger it is an offer of securities to the public. The Nasdaq First North Rulebook applies instead at admission, with its own company description requirements.

What the EU Listing Act changed

Amendments to the Prospectus Regulation entered into force on 5 June 2026, following earlier changes on 4 December 2024. Together they are the most relevant reference point for First North issuers planning a raise.

Exemption threshold raised

Public offers below EUR 12 million per issuer over 12 months are exempt, up from EUR 8 million. Denmark applies the general EUR 12 million threshold.

The EUR 1 million floor is gone

The rule under which offers below EUR 1 million fell outside the Regulation entirely was repealed on 4 December 2024. There is now a single relevant threshold.

Fungibility threshold raised from 20 to 30 per cent

Effective since December 2024, with a further exemption for issuers admitted to trading continuously for at least 18 months.

Simplified content and format

New standardised EU prospectus formats have applied since 5 June 2026, and audited financial history in equity prospectuses is reduced from three years to two.

When is a prospectus required? Main scenarios

The table below sets out the position for companies on Nasdaq First North Copenhagen as it stands following the 5 June 2026 amendments.

Maintaining sufficient capital and liquidity is not only sound management. It is a legal duty under Danish company law, and a recurring source of Rulebook and MAR disclosure obligations. This section follows the capital lifecycle and flags where an announcement, a general meeting, or some other action is required.

Three rule sets working together

Danish Companies Act § 118

The executive board must ensure at all times that the company's financial resources are adequate and that it has sufficient liquidity to meet current and future liabilities as they fall due.

Danish Companies Act § 119

A general meeting must be held within six months of it being established that equity represents less than half of the subscribed share capital. Management must report on the financial position and, if necessary, propose measures.

The First North Rulebook

Sufficient working capital for at least 12 months at admission (section 2.3.6); the obligation to correct the market's perception where previously disclosed information no longer holds (section 4.2.1(c)); and disclosure of specific capital events, including conversion of convertible loans (section 4.2.5(a)).

MAR Article 17

Where information about your capital situation is precise, not public, and likely to have a significant price effect, it must be disclosed as soon as possible.

Step 1, continuous assessment

Unlike a one-off event, the capital situation is monitored continuously. Section 118 makes this an explicit management duty. And although the Rulebook's working capital requirement is worded as an admission condition, in practice it operates as a continuing obligation to assess whether you have, and will continue to have, 12 months of working capital.

The assessment should specifically consider whether there is significant uncertainty about continued operations, and whether that uncertainty itself amounts to inside information. Nasdaq may assign observation status where it identifies significant uncertainty about continued operations, and your Certified Adviser is separately required to confirm to Nasdaq, in its annual report, that the company has sufficient working capital. That confirmation is one we cannot give on optimism, so bring us into the assessment early. The assessment itself does not require an announcement. Its findings feed directly into the steps below.

Step 2, funding for the next 12 months is not secured

Whether this triggers disclosure depends entirely on what you have already told the market.

No contradictory prior statements

There is no general obligation to disclose that funding for the next 12 months is not yet fully secured, provided you have not given the market a contrary impression.

Contradictory prior statements

Where you have previously given a different impression of your capital position, you must correct that perception as soon as possible after becoming aware of the changed situation.

Separately, and regardless of any disclosure obligation, § 118 obliges the board to consider and plan how the company will be funded over the next 12 months. The absence of a disclosure duty is not the absence of a duty.

Step 3, cash runs out earlier than guided, or guidance turns out wrong

There is no general obligation to give guidance, on revenue, EBITDA, cash position or anything else. But once given, guidance that turns out to be misleading must be corrected. Where guidance or previously disclosed information about your cash runway proves incorrect, you must disclose correct information as soon as you become aware, under Rulebook section 4.2.1(c).

An announcement correcting or adjusting previously disclosed information should restate the earlier information, so investors can evaluate the significance of the change. This obligation applies whether or not the information qualifies as inside information, since it follows directly from 4.2.1(c). Where it also qualifies as inside information, the MAR timing and handling rules apply on top.

Step 4, raising capital through loans, convertibles and share issues

The central question is when plans or considerations about financing cross into inside information.

Rights issues and directed issues

A decision to raise capital through a rights issue or directed issue will generally be inside information and must be disclosed immediately after the board decides to call the general meeting or to exercise its authorisation.

Timing can precede the formal decision

The Danish FSA's 2025 decision concerning BactiQuant A/S confirms that inside information about a capital need, and separately about the specific issue used to meet it, can arise before the formal board resolution. Waiting for the minutes is not a safe harbour.

Bank and shareholder loans

A decision to take up a loan may or may not be inside information, on a concrete assessment of size and terms. Business-as-usual financing on ordinary terms generally is not.

Convertible loans

Conversion must be disclosed under Rulebook section 4.2.5(a).

You may postpone disclosure of inside information at your own risk provided the Article 17(4) conditions are met, including that immediate disclosure would be likely to prejudice your legitimate interests. Ongoing financing negotiations are a recognised example, but the delay ends the moment confidentiality is lost or the withheld information becomes inconsistent with what you have already said. See Inside information under MAR and Prospectus requirements.

Step 5, loss of share capital

Where equity falls below half of the subscribed share capital, § 119 requires management to ensure a general meeting is held no later than six months after this is established. At that meeting management must report on the financial position and, if necessary, propose measures, including where relevant a proposal to dissolve the company. For this purpose the comparator is the registered nominal share capital, not market value.

The risk of failing to act under §§ 118 and 119 is ultimately personal: management can face personal liability and compensation claims. Companies that monitor capital continuously, rather than reacting when cash becomes critical, are in a far better position on both counts.

Warrant-based incentive programmes are a common way to align management and key employees with shareholders. Adopting and running one triggers a sequence of disclosure obligations, under MAR Article 17, under the Rulebook's specific requirements for decisions on warrant and option programmes, and under Article 19 for the individuals receiving the instruments. This section follows the lifecycle and flags where an announcement is generally required.

1. The general meeting authorises the board

   Most programmes start with a general meeting resolution either to issue warrants directly to named recipients, or to authorise the board to issue warrants within a defined framework, covering maximum number of warrants and shares, exercise price mechanism, recipient categories and exercise period, at its own discretion and typically for future use.

   The resolution, including the scope of any authorisation granted to the board, is disclosed as part of the standard announcement of resolutions passed at the general meeting, in the category Decisions of general meeting / Forløb af generalforsamling. At this stage no separate announcement is normally required.

2. The board resolves to use the authorisation

   When the board later decides to actually use its authorisation and adopt a concrete programme, that is normally a separate, standalone disclosure event. The decision typically specifies the total number of warrants to be issued, the exercise price and the method used to determine it, the vesting and exercise conditions and the exercise windows, and the recipient group, meaning management, board or key employees, and where relevant the maximum dilutive effect.

   This falls squarely within the Rulebook's specific disclosure requirements for decisions on warrant and option programmes, and in most cases will also qualify as inside information under Article 17 given its effect on dilution and remuneration.

3. Warrants are granted, conditionally or unconditionally

   The actual allotment to named recipients is a distinct step from the board's decision to adopt the programme, and generates its own obligations.

   Conditional grants. Where warrants are granted subject to conditions precedent, such as continued employment at a future date, individual or company performance targets, or subsequent ratification, the grant is not yet an unconditional instrument in the recipient's hands, and the PDMR notification obligation is generally not yet triggered.

   Unconditional grants. Once the conditions are satisfied, or where the grant was unconditional from the outset, the warrant becomes an unconditional financial instrument. If the recipient is a PDMR or a closely associated person, the Article 19 analysis applies.

   PDMR notifications on grants. Grants and exercises of share options as part of a remuneration package are explicitly among the transaction types PDMRs must notify under Article 19 and the related delegated regulation. Once the EUR 50,000 aggregate threshold is crossed in the calendar year, the PDMR must notify the Danish FSA via the OAM system, and the company, as soon as possible and no later than three business days after the transaction. The company must then publish a company announcement as soon as possible and no later than two business days after receiving the PDMR's notification, in the category Managers' Transactions / Ledende medarbejderes transaktioner.

4. Warrants are exercised

   When warrants are exercised and new shares are subscribed for, two separate obligations typically arise.

   Capital increase announcement. You must announce the resulting increase in share capital and the new total number of shares and votes, under the Rulebook's requirements for changes to share capital, in the category Total number of voting rights and capital / Antal stemmerettigheder og kapital.

   PDMR transaction notification, where applicable. If the exercising holder is a PDMR or a closely associated person, the exercise and the subsequent subscription of shares is a notifiable transaction. See Managers' transactions.

Rulebook 4.6 requires every First North company to maintain its own website and to keep a defined set of information available there. The rule has two parts: an archive obligation for everything you disclose, under 4.6.1 and 4.6.2, and a standing-information obligation covering your Articles of Association, financial calendar, Certified Adviser details and board and management profiles, under 4.6.3. Nasdaq checks compliance on an ongoing basis, and as your Certified Adviser we review the investor section of your site periodically.

4.6.1 An identifiable investor section, with a five-year archive

The company must have its own website on which all information disclosed under the Rulebook is available for at least five years. Investors must be able to find that information in an easily identifiable section of the site.

In practice this means a dedicated investor relations area, reachable from the front page, with announcements listed in reverse chronological order and no material removed before the five-year point. Announcements should not be limited to the current year, and links from news items to attachments must not be allowed to break when the site is redesigned.

4.6.2 Financial reports, prospectuses and direct links

Financial reports and other information provided for distribution to shareholders must remain available on the website for at least five years. For prospectuses and the Company Description the retention period is at least ten years.

The same periods apply to links. A direct link included in the original announcement to the page on the company's website where the financial report is available must stay valid for at least five years, and at least ten years for prospectuses and the Company Description. A website migration that changes URL paths is the most common cause of a breach here, so redirects must be put in place before the old links stop working.

4.6.3 Standing company information

In addition to the disclosure archive, the website must include the company's Articles of Association, the company calendar per section 4.5, and the name and contact details of the Certified Adviser. It must also present details of the current Board of Directors and Senior Management, covering for each person:

• position with the company and other significant positions;
• education and experience;
• shares and other financial instruments issued by the company held by that person and/or closely related parties;
• information on the dependency or independence of directors, in relation to the company, Senior Management and major shareholders; and
• the year in which the position commenced.

The information must be kept current. Changes to the board or management following a general meeting, and changes in holdings, should be reflected on the site at the same time as they are announced.

For the purpose of this rule, independence is defined in the same way as in the corporate governance code of the jurisdiction where the company's financial instruments are admitted to trading, or, where the company applies an equivalent code in its country of incorporation, that code. For companies on First North Growth Market Denmark, this means the Recommendations on Corporate Governance issued by the Danish Committee on Corporate Governance.

The independence criteria, Recommendation 3.2.1

According to the Danish Committee on Corporate Governance, the criteria for independence are set out in Recommendation 3.2.1. A board member is not considered independent if that person:

• is, or within the past 5 years has been, a member of the executive management or a senior employee of the company, a subsidiary or an associated company;
• has, within the past 5 years, received significant remuneration from the company or group in a capacity other than as a board member, including as an adviser;
• represents or is closely connected to a controlling shareholder;
• has, within the past year, had a material business relationship with the company, directly or indirectly, for example as a partner, employee, shareholder, customer, supplier or member of management of a party to such a relationship;
• is, or within the past 3 years has been, an employee or partner of the company's auditor elected by the general meeting;
• is an executive of a company that has cross-directorships with the company;
• has been a board member for more than 12 years; or
• is a close relative of persons who are not considered independent under the above.

The board may furthermore, on other grounds, assess that a member is not independent. The list is therefore not exhaustive, and the assessment must be made on a case-by-case basis. Close relatives means spouses, relatives in the ascending and descending line, siblings, the spouses of the aforementioned persons, and other persons who have been particularly close to one another. In the Committee's view, employee representatives are not independent.

What counts as a controlling shareholder

The Recommendations do not operate with a fixed, legal definition of a controlling shareholder in the same way as the concept of controlling influence under the Danish Companies Act. Instead, the Committee provides a guiding rule of thumb in the commentary to Recommendation 3.2.1: a shareholder holding more than 20 per cent of the voting rights is, as a starting point, considered to have significant influence.

This is precisely a starting point and not an absolute threshold. The assessment is made on a case-by-case basis, and control or significant influence may exist below 20 per cent, for example if the shareholder is in practice able to enforce its will at the general meeting due to low attendance, shareholder agreements, the right to appoint board members or other special rights.

The fact that a board member is elected with the votes of a controlling shareholder does not in itself mean that the board member is dependent. If several board members are connected to shareholders with significant influence, the board should consider whether the composition is appropriate in relation to independence. The purpose of the criterion is to ensure that board members who represent or are closely connected to such a shareholder are not counted as independent, because they may have an interest in serving the special interests of the majority shareholder rather than the overall interests of the company and the minority shareholders.

By way of comparison, the Danish Companies Act section 7 uses the concept of controlling influence, which typically exists where a party holds more than 50 per cent of the voting rights, or where it can in fact exercise controlling influence in another way. The Committee's 20 per cent threshold is thus a lower and broader threshold, aimed specifically at the independence assessment.

Source: Recommendations on Corporate Governance, the Danish Committee on Corporate Governance↗

A number of templates are available to download from the Danish FSA's website. We link to the source rather than hosting copies, so that you always open the current version.

• Permanent insider list (First North) XLSX, Finanstilsynet ↗

  Includes the written notification and acknowledgement wording required under Article 18.

• Delay log, skema til udarbejdelse af udsættelseslog PDF, Finanstilsynet ↗

  For recording a decision to delay disclosure while the delay is running.

• Delayed disclosure notification form, Danish DOCX, Finanstilsynet ↗
• Delayed disclosure notification form, English DOCX, Finanstilsynet ↗
• Managers' transactions, guidance on reporting in OAM PDF, Finanstilsynet ↗

Under Article 19(11) a PDMR must not deal in your shares or debt instruments, on their own account or for a third party, during the 30 calendar days before the announcement of an interim or year-end financial report. The arithmetic is simple, but it is done by hand often enough, and by enough different people, that it is worth having in one place.

Enter the dates from your financial calendar. The calculator returns each closed window, and will tell you whether a particular date falls inside one.

How the window is calculated

Thirty calendar days, counted back from the day the report is announced. Weekends and public holidays are inside the count, so there is no business day arithmetic to do. A report published on 15 March closes the window from 13 February, and dealing is possible again only once the report is out.

That last point is worth stating plainly, because it is where the day count is usually misread. The period runs to the moment of publication, not to the end of the previous day. The publication date itself is closed until the announcement has been released.

What the calculator assumes

• Thirty calendar days, which is the statutory minimum. A company may set a longer period but never a shorter one. If your internal rules set a longer period, that longer period applies and the windows below will understate it.
• The window runs to the moment the report is published, so the publication day is treated as closed.
• Quarterly reports count. A Q1 or Q3 report published on a fixed, calendared schedule should be treated as triggering the period, for the reasons set out in Financial reports.

What it does not cover

• The carve-outs in Article 19(12) and (12a), which exempt certain transactions from the prohibition. Check before relying on one.
• Grant and exercise dates under a warrant programme, which need checking against the same calendar. See Warrant incentive programmes.
• Changes to the financial calendar. A date moved within 14 days of the event needs its own announcement, and it moves the closed period with it.
• Any restriction in a shareholder agreement, lock-up or your own internal dealing policy.

Build the windows into the financial calendar and tell PDMRs about them well in advance. The 30 days affect not only their own dealings but their ability to accept or exercise instruments during that period, absent an applicable exemption.

A managers’ transaction runs on two clocks in sequence. The PDMR or closely associated person has three business days from the transaction date to notify the company and the Danish FSA. The company then has two business days from receiving that notification, not from the transaction date, to publish it.

The arithmetic only becomes difficult around Easter, where Denmark has three public holidays in five days and the count is routinely got wrong. Enter the dates and the calculator will do it.

What counts as a business day

The calculator counts forward from the date you enter, skipping Saturdays, Sundays and Danish public holidays. It never counts the starting date itself, so a transaction on a Monday that is followed by a clear week gives a deadline of Thursday.

The public holidays applied are nytårsdag, skærtorsdag, langfredag, 2. påskedag, Kristi himmelfartsdag, 2. pinsedag, juledag and 2. juledag. Easter is calculated rather than looked up in a table, so the tool stays correct in future years without maintenance. Store bededag is applied only to dates before 2024, when it was abolished.

Why the company clock is the tight one

Your two business days run from receipt, so a PDMR who uses the full three days leaves you with a short window that can be swallowed by a weekend, a holiday or an absence. Agree in advance who drafts and who releases, and ask PDMRs to notify you on the day of the transaction rather than on their deadline. See Managers’ transactions for what the announcement must contain, and If you are a PDMR for the page to send the individual.

You may delay disclosure of inside information on your own responsibility, provided the three conditions in Article 17(4) are met and remain met. Under the Danish approach you are not required to submit a written explanation of the legitimate interest unless the FSA asks for it. That is precisely why the record matters: if you are asked, months later, the contemporaneous note is what you will rely on, and reconstructing your reasoning after the event is not the same thing.

This builder assembles that note. Fill in what you know, copy the result into your own file, and revisit it when the position changes. A delay decision is one you have to keep making, not one you make once.

Keep the decision under review

The three conditions have to hold throughout, not just at the moment you decided. If confidentiality is lost, or if the withheld information becomes inconsistent with something you have since told the market, the delay ends and you disclose immediately. Set the review date and actually use it.

When the information is finally published

You must notify the Danish FSA without delay that disclosure was delayed. The notification is made on the FSA’s own form, available in Danish and English on the Templates and forms page, and First North issuers send it to udsaettelse@ftnet.dk. Keep this record with your copy of that notification. The background is set out in Inside information under MAR.

Most disclosure problems are not judgment calls that went the wrong way. They are elements left out of an announcement that was otherwise correct. The Danish FSA devoted a capital markets newsletter in June 2025 to restating how an inside information announcement must be made, which tells you how often the formal requirements are missed.

Pick the type of announcement and work down the list. Ticks are not saved anywhere, so treat this as a checklist you run rather than a record you keep.

Two checks that apply to every announcement

• The correct Nasdaq category is selected. The category is how the market, data vendors and the Danish FSA identify what you are releasing, and a misfiled inside information announcement is a disclosure problem rather than a clerical one.
• The announcement reaches the market before, or at the same time as, any other channel. A website post, a newsletter or a social media message that goes first is selective disclosure.

The underlying requirements are set out in The two rule sets, and the full category mapping including the Danish names is in the table there.

Finanstilsynet

• Oversigt over indberetningsforpligtelser↗
• Vejledning, hvornår skal en udsteder offentliggøre oplysninger i finansielle rapporter som intern viden↗
• Markedsmisbrugsforordningen, MAR↗
• Intern viden↗
• MAR for ledende medarbejdere↗
• Prospekter↗
• Nyhedsbrev for kapitalmarkedsområdet, søg på nyhedsbrev↗

Nasdaq

• Nasdaq First North Growth Market Rulebook, 1 April 2026↗
• Company announcements on Nasdaq↗
• European market statistics, share liquidity↗

This section is maintained by us, and it is the one place in the portal you should check before assuming last year's procedure still holds.

1. 5 June 2026

   EU Listing Act

   Regulation (EU) 2024/2809 amendments apply. Intermediate steps in a protracted process are no longer separately disclosable as inside information. The Article 17(4) condition (b) is reformulated as a not inconsistent test. The prospectus exemption threshold is raised to EUR 12 million, new standardised prospectus formats apply, and audited financial history is reduced from three years to two.

2. During 2025

   When inside information about a capital need arises

   Danish FSA decision concerning BactiQuant A/S, confirming that inside information can arise ahead of the formal board resolution. See Your capital situation.

3. 27 June 2025

   Method of disclosing inside information

   Danish FSA capital markets newsletter restating the Implementing Regulation 2016/1055 requirements for how an announcement must be made. See Inside information under MAR.

4. 4 December 2024

   Prospectus Regulation

   The EUR 1 million floor abolished, and the fungibility threshold raised from 20 to 30 per cent. See Prospectus requirements.

Topics in preparation

The following sections are being drafted and will be added here as they are finished.

• Ledelsesændringer, changes in board and management
• Kapitalrejsninger, capital raises
• Likviditetsberedskab og kapitalforhold, liquidity and capital position
• Likviditet i aktien, liquidity in the share

Our Certified Adviser newsletters are archived here so they stay available as a reference. Mailing links expire after a year, and the guidance sections above are the current position where a newsletter and this portal disagree. Read an archived newsletter as a record of what applied at the time it was sent, not as current advice.

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