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MESSAGE _ENGLISH VERSION_
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Execution of an amendment to the loan agreement with BioFund
Current report no.: 13/2026
Date: 27.04.2026
Legal basis: Article 17_1_ of the MAR - confidential information.
The Management Board of Medicalgorithmics S.A. with its registered
office in Warsaw _the "Issuer" or the "Company"_ announces that on April
24, 2026, it entered into Amendment No. 2 to the loan agreement _the
"Amendment"_ concluded between the Company and the Company's shareholder
- BioFund Capital Management LLC _USA_ _"BioFund"_ on November 29, 2024,
as amended by the amendment dated April 15, 2025 _the "Loan Agreement"_.
Pursuant to the Amendment, the Parties agreed, among other things, to:
_i_ waive BioFund's right to a commission on revenues from new clients
pursuant to Article 7 of the Loan Agreement; and _ii_ amend the interest
rate on the loan specified in Article 4.1 of the Loan Agreement from
18.5% to 14% per annum. At the same time, as a result of negotiations
conducted and disclosed by the Company in its earlier current reports,
the Parties undertook, under the Amendment, to convert the loan granted
pursuant to the Loan Agreement into shares of the Company up to the
amount of the Company's indebtedness specified in the Amendment, in the
total amount of PLN 16,520,460.47, comprising the aggregate principal
amount together with accrued interest and other amounts due under or in
connection with the Loan Agreement, including an early repayment fee -
provided and to the extent that the General Meeting of the Company,
acting in the Company's best interest, adopts a resolution on an
increase of the Company's share capital and that the remaining
requirements set forth in the Amendment and under applicable law are
satisfied. In the event that the conversion is carried out, the loan
shall be repaid up to the amount of the indebtedness indicated above;
therefore, the Amendment does not provide for any change to the existing
loan repayment schedule under the Loan Agreement.
The issuance of the Company's shares and any potential debt conversion
will require the adoption of the relevant resolutions by the Company's
governing bodies, including a resolution of the General Meeting of the
Company to increase the Company's share capital by PLN 50,062.00 through
the issuance of 500,620 new series shares _the "New Issue Shares"_. The
obligation to convert the debt into the New Issue Shares arising from
the Amendment assumes that the issue price will be PLN 33.00 per share,
which directly reflects BioFund's offer submitted to the Company, as
disclosed by the Issuer in Current Report No. 6/2025 dated January 21,
2026.
Furthermore, in order to reinforce its commitment to the continued
support of the Company, BioFund has undertaken not to offer for sale any
shares of the Company held by it on any stock exchange until 20 January
2027 _the "Lock up Agreement"_. The Lock up Agreement may be terminated
in the event of a transaction involving the disposal of the entire block
of shares to a strategic or financial investor that generates value for
all shareholders.
The Amendment was entered into subject to a condition precedent, namely
that the Company's General Meeting does not adopt, by June 30, 2026, a
resolution regarding an increase in the Company's share capital through
the issuance of a new series of shares, the exclusion of existing
shareholders' preemptive rights, and the offering of shares to the
lender through a private subscription, as well as amendments to the
Company's Articles of Association.
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RB: Zawarcie aneksu do umowy pożyczki z BioFund
