Current Report No: 1/2024
Date of preparation: 09.01.2024
Legal basis: Article 56 par. 1 point 2 of the Act on Public Offering – current and
periodic information
The Management
Board of Medicalgorithmics S.A. with its registered office in Warsaw
_the _quot;Company_quot;_ informs that today the Company received a
decision dated January 8, 2024 from the District Court for the Capital
City of Warsaw in Warsaw, XII Commercial Division of the National Court
Register on the entry of: _i_ amendments to the Company’s Articles of
Association made in connection with the adoption of Resolution No.
5/12/2023 dated December 19, 2023. of the Extraordinary General Meeting
of Medicalgorithmics S.A., seated in Warsaw, on introduction of the
Company’s Incentive Program, conditional increase of the Company’s share
capital and issuance of subscription warrants with complete exclusion of
shareholders’ pre-emptive rights with respect to subscription warrants
and shares issued within the framework of conditional capital and
amendment of the Articles of Association, dematerialization and
application for admission and introduction of shares issued within the
framework of conditional capital to trading on a regulated market
operated by the Warsaw Stock Exchange S.A. _the _quot;Resolution_quot;_
and _ii_ a conditional share capital increase. The nominal value of the
conditional share capital increase is: PLN 29,858.40, which is divided
into no more than 298,584 ordinary shares with a nominal value of PLN
0.10 each.
Registration of
the aforementioned changes was made on the basis of Resolution No.
5/12/2023 adopted by the Extraordinary General Meeting of the Company on
December 19, 2023, the adoption of which was announced by the Company in
current report 35/2023 dated December 19, 2023.
In connection
with the provisions of Paragraph 1 of the Resolution, pursuant to
Paragraph 4 of the Resolution, the Articles
of Association of the Company were amended so
that a new Paragraph 5a with the following wording was added after
Paragraph 5 of the Articles of Incorporation: _#160;_#160;_#160;_#160;_#160;_#160;_#160;
_quot;§ 5a
1.The
conditional share capital of the Company amounts to PLN 29,858.40
_twenty-nine thousand eight hundred and fifty-eight zlotys forty cents_
and is divided into:_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;
a_ not more than
99,528 _ninety-nine thousand five hundred and twenty-eight_ series M
ordinary bearer shares with a nominal value of PLN 0.10 _ten cents_ each
__quot;Series M Shares_quot;_; _#160;_#160;
b_ not more than
99,528 _ninety-nine thousand five hundred and twenty-eight_ ordinary
bearer shares of series N with a nominal value of PLN 0.10 _ten groszy_
each __quot;Series N Shares_quot;_;
c_ not more than
99,528 _ninety-nine thousand five hundred and twenty-eight_ ordinary
bearer shares of O series with a nominal value of PLN 0.10 _ten groszy_
each __quot;O Series Shares_quot;_; _#160;_#160;
2. The purpose
of the conditional share capital increase is:_#160;
a_ granting the
right to subscribe for Series M Shares to holders of Series A
Subscription Warrants issued by the Company pursuant to Resolution No.
5/12/2023 dated December 19, 2023 of the Extraordinary General Meeting
of the Company,_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;
b_ granting the
right to subscribe for Series N Shares to holders of Series B
Subscription Warrants issued by the Company on the basis of Resolution
No. 5/12/2023 dated December 19, 2023 of the Extraordinary General
Meeting of the Company,_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;
c_ granting the
right to subscribe for Series O Shares to holders of Series C
Subscription Warrants issued by the Company on the basis of Resolution
No. 5/12/2023 dated December 19, 2023 of the Extraordinary General
Meeting of the Company._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;
3. The right to
subscribe for Series M Shares, Series N Shares and Series O Shares may
be exercised until December 31, 2029_quot;._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;
Attached to this
current report, the Company provides the consolidated text of the
Company’s Articles of Association incorporating the amendment made
pursuant to the Resolution.
Detailed
legal basis:
§ 5 point 1 of
the Regulation of the Minister of Finance of March 29, 2018 on current
and periodic information provided by issuers of securities and the
conditions for recognizing as equivalent information required by the law
of a non-member state.
Enclosures:
Consolidated text of the Articles of Association .pdf
More on: https://biznes.pap.pl/espi/pl/reports/view/2,551322