Current reports

Conclusion of an agreement for the acquisition of the Company’s shares by Biofund Capital Management LLC in accordance with the investment agreement of October 1, 2022.

Current report no .: 64/2022

Date: November 8, 2022

Legal basis: Article 17 para. 1 of MAR – confidential information


Management Board of Medicalgorithmics S.A. (“Company”), with reference to the Company’s current report No. 55/2022 of October 1, 2022, informs that in connection with the implementation of the conditions precedent stipulated in the investment agreement concluded on October 1, 2022 between the Company and Biofund Capital Management LLC with its registered office in Miami, USA (“Biofund”), on November 8, 2022, the following was concluded between the Company and Biofund:

1) agreements for the acquisition by Biofund of 995,276 series I bearer shares, 1,194,331 series J registered shares, 1,433,197 series K registered shares and 1,353,580 series L registered shares issued by the Company pursuant to Resolution No. 4/10/2022 of the Extraordinary General Meeting of the Company of October 28, 2022 (“Shares” in total), for the issue price of PLN 44.27 per Share, in return for a contribution of approximately PLN 220 million, including a cash contribution in the total amount of PLN 13,807,810, PLN 30 and a non-cash contribution in the form of 1,500 shares, with a fair value of USD 44,890,589, in the share capital of Kardiolytics Inc based in Oklahoma (USA) (“Kardiolytics”) – i.e. 100% of Kardiolytics shares;

2) an agreement to contribute by Biofund to the Company in total 1,500 shares in the share capital of Kardiolytics, constituting 100% of the share capital of Kardiolytics, to cover the total issue price of the Shares in part.

At the same time, the Management Board of the Company informs that on the basis of the share subscription agreement referred to in point 1) above, Biofund undertook to make a cash contribution to cover the remaining part of the total issue price of the Shares within 10 working days from the date of the agreement.