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MESSAGE _ENGLISH VERSION_ |
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Completion of the Private Placement of Series P Shares
Current Report No: 40/2026
Date: 14 September 2026
Legal basis: Article 56_1__2_ of the Public Offering Act, current and
periodic information
The Management Board of Medicalgorithmics S.A., with its registered
office in Warsaw _the "Company"_, with reference to Current Report No.
32/2026 of 15 July 2026 concerning the resolutions adopted by the
Extraordinary General Meeting of the Company, including Resolution No.
3/07/2026 concerning an increase in the Company's share capital through
the issue of Series P shares, and Current Report No. 35/2026 of 31
August 2026 concerning the execution of the Series P share subscription
agreement and the agreement on the set-off of claims, hereby provides
information summarising the issue, conducted by the Company by way of a
private placement, of 500,620 Series P ordinary bearer shares with a
nominal value of PLN 0.10 each and an aggregate nominal value of PLN
50,062.00 _the "Series P Shares"_.
The Series P Shares were issued with the pre-emptive rights of the
existing shareholders excluded in their entirety, by way of a private
placement addressed exclusively to BIOFUND CAPITAL MANAGEMENT LLC, with
its registered office in Miami, USA _the "Investor"_, for the purpose of
paying for the Series P Shares by means of a cash contribution settled
by way of set-off against the Investor's claim against the Company
arising under the loan agreement dated 29 November 2024, as subsequently
amended.
1. Start and end dates of the subscription or sale
Subscription start date: 31 August 2026.
Subscription end date: 31 August 2026.
2. Date of allocation of the securities
The Series P Shares were offered and subscribed for as part of a private
placement addressed exclusively to one investor and, consequently, no
formal allocation of the shares was made.
3. Number of securities covered by the subscription or sale
The subscription covered 500,620 Series P Shares.
4. Reduction rate in individual tranches where, in at least one tranche,
the number of securities allocated was lower than the number of
securities subscribed for
Not applicable. No reduction was applied as part of the subscription.
5. Number of securities subscribed for as part of the subscription or
sale, or in respect of which an offer to acquire or subscribe for the
securities was accepted
As part of the private placement, an offer to subscribe for 500,620
Series P Shares was accepted.
6. Number of securities allocated or subscribed for as part of the
subscription or sale
A total of 500,620 Series P Shares were subscribed for as part of the
private placement.
7. Price at which the securities were subscribed for or acquired
The Series P Shares were subscribed for at an issue price of PLN 33.00
per share, representing an aggregate issue price of PLN 16,520,460.00.
8. Number of persons who subscribed for the securities covered by the
subscription or sale in the individual tranches, or who accepted an
offer to acquire or subscribe for the securities covered by the
subscription
The offer to subscribe for the Series P Shares was addressed to one
entity which accepted the offer.
9. Number of persons who entered into agreements to subscribe for the
securities or to whom the securities were allocated as part of the
subscription or sale in the individual tranches
The agreement to subscribe for the Series P Shares was entered into with
one entity.
10. Names of the underwriters that subscribed for securities in
performance of underwriting agreements, specifying the number of
securities subscribed for and the actual price per security,
representing the issue or sale price less the fee for subscribing for
each security in performance of the underwriting agreement, acquired by
the underwriter
Not applicable. The Company did not enter into an underwriting
agreement, and the Series P Shares were not subscribed for by an
underwriter.
11. Value of the subscription or sale, calculated as the product of the
number of securities covered by the offer and the issue price or sale
price
The value of the subscription for the Series P Shares, calculated as the
product of the number of Series P Shares covered by the offer and the
issue price, amounted to PLN 16,520,460.00.
12. Total costs recognised as issue costs, with a breakdown of such
costs by category
As at the date of this report, the Company does not have information on
the final settlement of the costs of the issue of the Series P Shares,
in particular because the process of registering the Series P Shares
with the Central Securities Depository of Poland _KDPW_ and admitting
and introducing them to trading on the Warsaw Stock Exchange _GPW_ has
not yet been completed. The final amount of the issue costs, their
breakdown by category, the method of recognizing such costs in the
accounting records and the manner of presenting them in the Company's
financial statements will be disclosed in a separate current report
following the final settlement of such costs.
13. Average cost of conducting the subscription per Series P Share
As the costs of the issue of the Series P Shares have not been finally
settled as at the date of this report, the average cost of conducting
the subscription per Series P Share has not been determined. This
information will be disclosed together with the information concerning
the final amount of the issue costs.
14. Method of payment for the subscribed securities
All Series P Shares were subscribed for by the Investor in exchange for
a cash contribution. The cash contribution was made in full by way of a
contractual set-off of the Company's claim against the Investor for
payment of the issue price of the Series P Shares against the Investor's
claim against the Company arising under the loan agreement dated 29
November 2024, as subsequently amended _the "Investor's Claim"_.
The Investor's Claim arose successively in connection with the
disbursement to the Company of five loan tranches on 2 December 2024, 27
December 2024, 30 December 2024, 7 March 2025 and 21 May 2025. The
Investor's Claim comprised claims arising under the loan agreement for
repayment of the principal amount of the loan, together with accrued
interest and the Early Repayment Fee.
The value of the Investor's Claim was determined as at 31 March 2026 at
PLN 16,520,460.47, comprising the principal amount of the loan of PLN
11,222,400.00, accrued interest of PLN 1,684,128.66 and the Early
Repayment Fee of PLN 3,613,931.81. An amount of PLN 16,520,460.00 of the
Investor's Claim was set off against the Company's claim against the
Investor for payment of the aggregate issue price of the Series P
Shares. The difference of PLN 0.47 was not subject to settlement between
the parties, and the Company's obligations towards the Investor arising
under the loan agreement were deemed finally and fully settled.
As a result of the set-off, the issue price of all 500,620 Series P
Shares was paid in full.
Detailed information concerning the Investor's Claim, including its
legal basis, source, value, valuation method and assumptions, and fair
value, is contained in the Management Board's report prepared pursuant
to Article 6a of the Public Offering Act and the statutory auditor's
opinion relating to that report, both published as attachments to
Current Report No. 17/2026 of 12 May 2026.
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RB: Zakończenie subskrypcji prywatnej akcji serii P
