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Medicalgorithmics S.A. — Audit Report / Information 2022
Nov 27, 2023
5705_rns_2023-11-27_f17492a6-8b32-4723-b615-5605bb68c972.html
Audit Report / Information
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Subject:Final Fair Value Adoption of Contributions Accounting in Accordance withIFRS in Financial Statements
CurrentReport No.: 34/2023
Dateof Preparation: November 25, 2023
LegalBasis: Article 17(1) of the MAR Regulation - Confidential Information.
TheManagement of Medicalgorithmics S.A., based in Warsaw (the _quot;Company_quot;;_quot;Issuer_quot;), following the publicly disclosed information about theprovisional accounting of the fair values of acquired assets and assumedliabilities of the contribution from Kardiolytics Inc. (_quot;Kardiolytics_quot;)in accordance with IFRS requirements, as published in the Issuer'scurrent report No. 11/2023 dated April 21, 2023, hereby conveysinformation about the adoption of the final values of theseKardiolytics' assets and liabilities in the consolidated financialstatements of the Issuer's Capital Group. The Management informs that,after conducting analyses related to the accounting of these values inthe financial statements, with the support of the Company's SupervisoryBoard and following discussions with the representatives of the auditor,it has decided to finally account for them in its assessment inaccordance with the most cautious and rigorous interpretation of IAS andIFRS, and the accounting entries resulting from the valuation arenon-cash in nature.
Inthe current report No. 11/2023 (_quot;Report_quot;), the Company indicated that inthe consolidated statements, in accordance with paragraph 45 of IFRS 3,the Company applied a provisional settlement of the contribution andplans to make a final settlement within 12 months from the transactiondate of acquiring 100% of shares in Kardiolytics, as per the agreementsigned on November 8, 2022, foreseeing the issuance of 4,976,384 sharesof the Company in exchange for a cash contribution of 13.8 million PLNand a 100% share contribution of Kardiolytics Inc. (Kardiolytics),according to Issuer's current report No. 66/2022 of November 16, 2022(_quot;Transaction_quot;), i.e., by November 2023. The Company's Managementinforms that it adopts the estimated and provisionally accepted valuesin the consolidated financial statements of the Capital Group as ofDecember 31, 2022, of the acquired assets, assumed liabilities, andgoodwill as the final values, which amount to: VCAST technology value41.1 million PLN, total assets value 41.6 million PLN, liabilities value9.8 million PLN, net assets 31.8 million PLN, company goodwill(goodwill) 18.2 million PLN, meaning there are no adjustments to thesevaluations in the reports compared to the values reported as of December31, 2022.
TheCompany explains that the indicated amounts and their presentation werepresented in a manner consistent with the relevant internationalaccounting standards (IFRS) concerning the accounting treatment ofcontributions in such transactions and are not a market valuation of thecontribution.
TheBoard recalls, in accordance with the information in the Report, thatthe adjustments and changes in the values of Kardiolytics' assets andliabilities, as well as capital resulting from the adopted approach inboth individual and consolidated statements, are non-cash accountingentries resulting from the adoption of the most cautious interpretationof the IFRS provisions and do not affect cash flows nor arise from theassessment of the development status of the VCAST artificialintelligence technology in Kardiolytics, nor its potential.
TheManagement maintains its previous assessment that the VCAST project inKardiolytics is being implemented in accordance with the Company'sassumptions presented in the Issuer's current reports, includingKardiolytics obtaining another patent related to VCAST technology,according to Issuer's current report No. 10/2023 of April 3, 2023, andabout the commencement of the EU/MDR certification process of thistechnology according to Issuer's current report No. 27/2023 of October3, 2023.