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MESSAGE _ENGLISH VERSION_ |
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Current Report No.: 44/2026
Date: 22 October 2026
Legal basis: Article 17_1_ of MAR, inside information
The Management Board of Medicalgorithmics S.A. with its registered
office in Warsaw _the "Company"_ announces that on 21 October 2026 it
adopted a resolution on the final decision to propose the issuance of
Series R shares and Series S shares and to submit to the Extraordinary
General Meeting of the Company _the "EGM"_ a proposal to increase the
Company's share capital through two separate share issues:
1_ the issuance of no fewer than 1 and no more than 1,045,339 Series R
ordinary bearer shares with a nominal value of PLN 0.10 each _the
"Series R Shares"_, by way of a closed subscription with the pre-emptive
rights of the existing shareholders being maintained, at an issue price
of PLN 20.00 per share. The proposed record date for the pre-emptive
rights is 30 November 2026. Each share in the Company held at the end of
the record date will entitle its holder to one unit pre-emptive right,
and 10 unit pre-emptive rights will entitle their holder to subscribe
for 1 Series R Share. If all Series R Shares are subscribed for, the
gross proceeds from the issue will amount to approximately PLN 20.9
million. The Company intends to apply for the admission and introduction
of the Series R Shares to trading on the regulated market operated by
the Warsaw Stock Exchange _Giełda Papierów Wartościowych w Warszawie
S.A., the "WSE"_;
2_ the issuance of no fewer than 1 and no more than 1,000,000 Series S
ordinary bearer shares with a nominal value of PLN 0.10 each _the
"Series S Shares"_, by way of a private placement, with the existing
shareholders' pre-emptive rights being disapplied in full, at an issue
price to be determined by the Management Board, but not lower than PLN
33.00 per share. If all Series S Shares are subscribed for at the
minimum issue price, the gross proceeds from the issue will amount to at
least PLN 33.0 million. The Company intends to apply for the admission
and introduction of the Series S Shares to trading on the regulated
market operated by the WSE.
The issuance of the Series S Shares is connected with discussions being
conducted by the Company with an investor, being a company listed on a
stock exchange in Asia _the "Investor"_, which has expressed an interest
in subscribing for the Series S Shares. The Management Board intends to
offer the Series S Shares to the Investor. However, if required by the
circumstances of the transaction, the offer may be addressed to a larger
number of investors.
The discussions with the Investor are at a preliminary stage. As at the
date of publication of this report, the Company has not entered into any
binding agreement with the Investor concerning the subscription for the
Series S Shares. The parties have entered solely into a confidentiality
agreement, which does not oblige either party to proceed with the share
issue or to subscribe for the Company's shares. The terms of any
potential investment, including the number of shares to be subscribed
for and the issue price, have not yet been agreed. There can be no
assurance that the discussions will result in the execution of an
agreement for the subscription of the Series S Shares or as to the terms
of any such agreement. The Company will announce the execution of any
binding agreements or the making of any material arrangements with the
Investor in a separate current report.
The proceeds raised from both share issues will be used to finance the
Company's operating activities and development plans, including the
development and commercialisation of the Company's products, its
expansion into international markets and the strengthening of its
working capital.
Pursuant to the draft EGM resolution, the increase in the Company's
share capital through the issuance of the Series S Shares will be filed
for registration with the register of entrepreneurs of the National
Court Register after the registration of the share capital increase
through the issuance of the Series R Shares, or after the completion of
the subscription for the Series R Shares without the minimum number of
shares having been subscribed for, or following the withdrawal of that
offering. Consequently, the Series S Shares will not entitle their
holders to participate in the pre-emptive rights relating to the Series
R Shares.
Both share issues require the adoption of resolutions by the EGM. The
resolution concerning the issuance of the Series S Shares, which
provides for the existing shareholders' pre-emptive rights to be
disapplied, requires a majority of at least four-fifths of the votes
cast, pursuant to Article 433 § 2 of the Polish Commercial Companies
Code. In addition, the adoption of the resolution concerning the
issuance of the Series S Shares at the first convening requires the
presence of shareholders representing at least one-third of the
Company's share capital.
The Management Board intends to convene the EGM for 18 November 2026.
Information concerning the convening of the EGM, including the notice
convening the EGM, the draft resolutions and the reasons therefor, as
well as the Management Board's opinion justifying the disapplication of
the existing shareholders' pre-emptive rights in respect of the Series S
Shares, will be disclosed by the Company in a separate current report
and made available on the Company's website following the adoption of
the relevant resolution by the Management Board.
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RB: Podjęcie przez Zarząd ostatecznej decyzji o zaproponowaniu emisji akcji serii R i
akcji serii S oraz o przedłożeniu Nadzwyczajnemu Walnemu Zgromadzeniu propozycji podwyższenia
kapitału zakładowego Spółki; informacja o rozmowach z Inwestorem
