Current Report No: 4/2025
Date: April 15, 2025
Legal Basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council (MAR) – inside information
The Management Board of Medicalgorithmics S.A., with its registered office in Warsaw (the “Company”), hereby announces that on April 15, 2025, it entered into a loan agreement with the Company’s shareholder – BioFund Capital Management LLC (“BioFund”) – for a maximum principal amount in United States dollars (USD) equivalent to PLN 9,000,000.00, payable in four tranches (the “Agreement”).
The tranches will be disbursed, upon the Company’s request, by the 15th day of each month from July 2025 to October 2025. The disbursement of each tranche is conditional upon the establishment of collateral. The loan shall bear interest at a fixed rate of 14%. The loan shall be repaid in 45 equal principal and interest installments in accordance with a repayment schedule, commencing on October 31, 2026, and ending on June 30, 2030. Repayment of the loan shall be made in USD.
The collateral for the claims arising under the Agreement is the Company’s declaration of voluntary submission to enforcement pursuant to Article 777 §1 point 5 of the Polish Code of Civil Procedure, up to the amount of USD 6,000,000, from its entire assets.
Should the Company make full or partial prepayment of any loan installment before the due date specified in the repayment schedule, BioFund shall be entitled to a fee of 10% (per annum) of the product of the prepayment amount and the number of days remaining until the scheduled repayment date as specified in the Agreement (the “Fee”).
The occurrence of an event of default shall constitute grounds for: BioFund’s demand for early repayment of the full amount of the disbursed loan together with accrued interest within 90 business days from the receipt of such demand (and to cease any further disbursement of loan amounts in the future), and the payment of the Fee by the Company. Events of default include, inter alia: (i) entry into a financing agreement without BioFund’s consent, other than one concluded up to the maximum principal amount, on more favorable financial terms; (ii) failure to implement the financial plan; (iii) failure to establish the required collateral; (iv) disposal of assets without BioFund’s consent.
In the event a third party acquires more than 50% of the shares in the Company’s share capital (a change of control), BioFund shall have the right to demand repayment of the full amount of the disbursed loan together with accrued interest and to cease any future loan disbursements, within 90 business days from the date the Company receives such demand. In the event of repayment demand due to a change of control, BioFund shall also be entitled to receive the Fee.
Simultaneously, the Management Board announces that the Company has executed an annex with BioFund to the loan agreement disclosed by the Company in Current Report No. 24/2024, which amended the loan repayment schedule. Pursuant to the new provisions, the Company has undertaken to repay the entire loan, together with all accrued interest and any other amounts due under the Agreement, in 30 equal principal and interest installments, payable from October 31, 2026, through March 31, 2029. Additionally, in the event a third party acquires more than 50% of the shares in the Company’s share capital (a change of control), BioFund shall have the right to demand repayment of the full amount of the disbursed loan together with accrued interest and to cease any future loan disbursements, within 90 business days from the date the Company receives such demand; however, BioFund shall not be entitled to the Fee in this case.