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Pörssitiedote

Shape Robotics: No Bankruptcy Petition Lawfully Served - Former Trustee Holds All Company Assets, Zero Market Disclosures in 59 Days - Company Files for Enforcement and Notifies Finanstilsynet

Shape Robotics
Lataa tiedote

No Bankruptcy Petition Lawfully Served as Required by the High Court

Shape Robotics A/S

Company Announcement No. 04 -26

13 March 2026

ISIN: DK0061273125  |  CVR: 38322656

 

No Bankruptcy Petition Lawfully Served as Required by the High Court - Former Trustee Holds All Company Assets, Zero Market Disclosures in 59 Days - Company Files for Enforcement and Notifies Finanstilsynet

Shape Robotics A/S (the "Company") notes Nasdaq Copenhagen's announcement of 13 March 2026 stating that "The Maritime and Commercial High Court has confirmed that bankruptcy petitions against the company are being processed" and that trading will remain suspended.

The Company provides the following factual update for the benefit of its more than 4,800 shareholders, creditors, and all stakeholders.

1. The Bankruptcy Was Unanimously Annulled

On 5 March 2026, Østre Landsret (the Eastern High Court of Denmark), sitting as a panel of three judges, unanimously annulled the bankruptcy decree of 6 January 2026 (Case K 3337/25-F). The annulment was granted on the grounds that the original bankruptcy petition had not been lawfully served upon the Company or its management, in violation of Danish procedural law and EU Regulation 2020/1784 on cross-border service of documents.

The High Court remitted the case for retrial at Sø- og Handelsretten. As of today, no new bankruptcy decree has been issued and the Company is not bankrupt.

2. The Company Has Not Received Complete Communication

The Company notes that Nasdaq's statement refers to "bankruptcy petitions being processed." The Company's management has not been served with any new petition through lawful channels. The CEO, Mark-Robert Abraham, is a Romanian citizen residing in Romania. The High Court's ruling was based precisely on the finding that service of process had been defective. As of this date, the Company has not received complete formal communication regarding any new petition filed against it.

Under EU Regulation 2020/1784 and the Danish Administration of Justice Act (Retsplejeloven §§ 157a, 158), service upon a foreign-resident director must be effected through the designated EU service agencies, not by informal email. The Company has formally requested the Court (Sag 147665, filed 11 March 2026) to ensure strict compliance with service rules in any future proceedings.

Until lawful service is completed, the Company's position is that no valid petition has been communicated to its management.

3. All Company Assets Remain in the Possession of the Former Trustee

Despite the annulment of the bankruptcy decree on 5 March 2026, the former trustee, Attorney Teis Gullitz-Wormslev of Kromann Reumert, has not handed over the Company's property. As of today, the following remains in his exclusive possession:

(a) All financial records, bookkeeping data, and accounting systems;

(b) All access credentials to the Company's bank accounts (Danske Bank, Revolut, Wise);

(c) All corporate correspondence conducted during the 59-day bankruptcy period (6 January - 5 March 2026);

(d) All contracts, licences, intellectual property documentation, and patent filings;

(e) All records relating to the Company's five subsidiaries: Sanako Oy (Finland), Shape Robotics Romania S.R.L. (Romania), Video Technic Systems S.R.L. (Romania), Shape Robotics East S.R.L. (Moldova), and Shape Robotics Poland S.A. (Poland);

(f) DKK 3,722,813.18 in funds held in the former trustee's client account at Kromann Reumert.

The only document provided by the former trustee since the annulment is the creditor list (Gældbog.pdf), delivered on 10 March 2026.

4. De Facto Administration Remains with the Former Trustee

The Company's management rights were restored as a matter of law upon the High Court's annulment (cf. Konkurslov § 29). However, these rights are entirely theoretical. Without records, bank access, financial data, contracts, or funds, the CEO cannot exercise his mandate. He cannot comply with regulatory obligations. He cannot inform shareholders. He cannot stabilise subsidiary operations.

The Company therefore submits that, as a factual matter, the de facto administration of Shape Robotics A/S remains with the former trustee. He holds all of the Company's property. The Company's management holds none of it.

5. Proactive Measures Taken by Management

Despite these extraordinary constraints, the Company's management has taken the following proactive steps:

(a) 11 March 2026: Filed a Formal Petition (Sag 147665) at Sø- og Handelsretten requesting proper service of process pursuant to EU Regulation 2020/1784 and immediate release of company funds and records;

(b) 13 March 2026: Filed a Petition for Bailiff Enforcement (Anmodning om Fogedforretning) pursuant to Konkurslov § 112, stk. 2-3, cf. § 114, stk. 3, and Retsplejeloven §§ 528, 596, seeking a court order for the former trustee to deliver all company property within 72 hours;

(c) 11 March 2026: Submitted a formal demand to Nasdaq Copenhagen for immediate resumption of trading, which Nasdaq confirmed receiving.

6. The Former Trustee's Creditor Report: DKK 199 Million in Assets Written to Zero

The Company draws particular attention to the former trustee's own Creditor Information 2 (dated 26 January 2026, Case no. 5011457/KKR/BBEC), which provisionally valued the Company's assets as follows:

Item

Book Value (DKK)

Trustee Valuation (DKK)

Bank deposits

-

73.59

Receivables

30,500,000

0

Operating assets

506,000

0

Inventory

8,400,000

0

Subsidiaries

138,600,000

0

Development projects

21,400,000

0

Repayment of instalment

-

3,722,813.18

TOTAL ASSETS

~199,406,000

3,722,886.77

Against total liabilities of DKK 340,196,841.35.

The Company notes that this write-off to zero was performed during an illegal bankruptcy - a bankruptcy that was subsequently annulled unanimously by the High Court. The Company further notes that the subsidiary Sanako Oy alone was acquired in June 2025 at a valuation of EUR 8,632,574 (approximately DKK 64.4 million), confirmed by an independent purchase price allocation report prepared by kAdvisory (Warsaw, 28 July 2025) in accordance with IFRS 3. The Sanako PPA identified intangible assets of EUR 6,244,000 (trademark: EUR 1,330,000; customer relationships: EUR 1,006,000; intellectual property/software licences: EUR 3,908,000) and goodwill of EUR 758,000. Sanako Oy generated revenue of approximately DKK 15 million and EBITDA of approximately DKK 7.5 million in FY 2024.

The former trustee wrote this EUR 8.6 million subsidiary to zero after only 20 days of administration.

7. The Former Trustee's MAR Violations During 59 Days of Administration

The Company draws the market's attention to what it considers to be serious violations of the Market Abuse Regulation (EU) No 596/2014 ("MAR") committed by the former trustee during his 59-day administration of the Company.

7.1 Zero Market Disclosures in 59 Days

Upon issuance of the bankruptcy decree on 6 January 2026, the former trustee assumed full control of Shape Robotics A/S - a company whose shares are admitted to trading on Nasdaq Copenhagen's Main Market. As de facto management, the trustee assumed all disclosure obligations under MAR Article 17(1), which requires issuers to disclose inside information "as soon as possible."

During 59 days of administration (6 January - 5 March 2026), the former trustee issued zero selskabsmeddelelser. Not one company announcement was made to the market.

The following events occurred during this period, each constituting inside information requiring immediate disclosure under MAR Article 17(1):

(a) The write-down of approximately DKK 199 million in balance-sheet assets to zero (Creditor Information 2, 26 January 2026);

(b) The determination that Sanako Oy (acquired at EUR 8.6 million) has "significant liquidity challenges" and that "it is currently doubtful whether Sanako Oy is solvent";

(c) The finding that four creditor petitions for insolvency have been filed against Shape Robotics Romania S.R.L., described by the trustee as the Group's primary operating subsidiary;

(d) The engagement of foreign legal counsel in Romania and Finland to address subsidiary matters;

(e) The blocking of the Company's bank accounts and payment services;

(f) The trustee's own filing with "relevant authorities" regarding suspected MAR violations by the former management.

None of these events were disclosed to the market. The Company's 4,800+ shareholders received no information whatsoever.

7.2 No Independent Valuation Performed

Konkurslov § 110, stk. 2 requires the trustee to engage one or more independent experts ("sagkyndige personer") to carry out registration and valuation ("registrering og eventuelt vurdering") of the estate's assets. This is a mandatory statutory obligation. Creditor Information 2 contains no reference to any independent expert having been engaged. No valuation methodology is described. No basis is given for the zero valuations.

7.3 Every Other Nordic Trustee Complied With MAR

The Company has prepared a comparative analysis of five recent Nordic bankruptcy/insolvency cases involving publicly listed companies:

(1) Odico A/S (self-filed bankruptcy, Dec 2023) - trustee issued selskabsmeddelelser;

(2) Seluxit A/S (self-filed bankruptcy, Feb 2024) - trustee issued selskabsmeddelelser;

(3) Audientes A/S (creditor petition, Nov 2024) - trustee issued selskabsmeddelelser;

(4) SPARK Technology A/S (compulsory dissolution, 2023) - trustee/liquidator issued selskabsmeddelelser;

(5) LIDDS AB (Swedish, liquidation/bankruptcy, 2024) - trustee issued selskabsmeddelelser.

In every case, the appointed trustee recognised the obligation to make market disclosures. The former trustee of Shape Robotics is the only trustee in recent Nordic history to administer a publicly listed company for 59 days and issue zero market disclosures.

7.4 The Trustee Filed MAR Allegations Against the Company - While Himself Violating MAR

The former trustee, in his Creditor Information 2, stated that he notified relevant authorities under Konkurslov § 110, stk. 4 of circumstances "which, in the opinion of the trustee, may give rise to [...] further examination and investigation, including in relation to possible violations of the rules of the Market Abuse Regulation."

The Company notes that its management - the same management now being investigated - actually issued selskabsmeddelelser (Nos. 26-29/25), actually disclosed material events to the market, and actually categorised information as inside information in accordance with MAR Article 7. The former trustee, who had sole control of the same publicly listed company, issued zero disclosures.

The Company categorically denies any violation of MAR.

8. The Company Has Notified the Danish Financial Supervisory Authority (Finanstilsynet)

On 13 March 2026, the Company submitted a formal preliminary response to the Finanstilsynet (J.nr. 25-026876) in connection with the reopened investigation following the annulment of the bankruptcy. In this submission, the Company has formally brought the former trustee's MAR violations to the attention of the Finanstilsynet and has requested:

(a) A full copy of any complaint or notification filed by the former trustee with the Finanstilsynet regarding Shape Robotics A/S;

(b) Identification of the specific circumstances and alleged violations referred to in the trustee's notification;

(c) That the Finanstilsynet consider whether the former trustee's conduct - zero selskabsmeddelelser in 59 days, no independent valuation, DKK 199 million in assets written to zero - constitutes a violation of MAR Article 17(1);

(d) That the Finanstilsynet engage with Nasdaq Copenhagen regarding the continued trading suspension, which is now directly attributable to the consequences of the trustee's administration.

The Company has also requested a status update on its formal complaint regarding suspected market manipulation related to trading in the Company's shares in March 2024, as disclosed in Selskabsmeddelelse 27/25 of 27 November 2025.

9. No Valid Basis for Continued Suspension

The Company's position is that there is no valid basis for the continued suspension of trading. The bankruptcy was annulled. No new decree has been issued. No valid petition has been lawfully served upon the Company's management. The Company is not bankrupt and has no obligation to be treated as if it were.

The continued suspension harms more than 4,800 shareholders who are unable to trade their shares. Nasdaq's announcement of 13 March 2026, which refers to "bankruptcy petitions being processed" without clarifying that the previous bankruptcy was unanimously annulled, does not adequately inform the market of the actual legal position of the Company.

10. The Company's Website Is Not Operational

The Company's website, shaperobotics.com, is not operational. The former trustee has not handed over IT infrastructure, and the Company has no access to maintain it. The Company has established alternative direct communication channels for shareholders and all interested parties.

11. Direct Communication Channels

Due to the extraordinary circumstances - the former trustee's retention of all company assets, the non-operational website, and the deletion of the Company's former Cision distribution account by the trustee - the Company has established the following communication channels:

Live Q&A (daily, 18:00 CET / Denmark time): https://open.substack.com/live-stream/130792

24/7 updates and investor communication: https://substack.com/@mevk827 and https://www.phase.education/shape-robotics/

The CEO is available live daily to answer questions from shareholders, creditors, regulators, and all stakeholders. This company announcement distribution account has been personally funded by the CEO.

The Company will continue to update the market as events develop.

Mark-Robert Abraham

CEO, Shape Robotics A/S

mark@shaperobotics.com

+40 749 288 688

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