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Medicalgorithmics S.A. — Capital/Financing Update 2022
Nov 8, 2022
5705_rns_2022-11-08_65f4d44d-3947-443a-a361-d64c6d74c66b.html
Capital/Financing Update
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Management Boardof Medicalgorithmics S.A. (_quot;Company_quot;), with reference to the Company'scurrent report No. 55/2022 of October 1, 2022, informs that inconnection with the implementation of the conditions precedentstipulated in the investment agreement concluded on October 1, 2022between the Company and Biofund Capital Management LLC with itsregistered office in Miami, USA (_quot;Biofund_quot;), on November 8, 2022, thefollowing was concluded between the Company and Biofund:1)_#160;_#160;_#160;_#160;_#160;_#160;agreementsfor the acquisition by Biofund of 995,276 series I bearer shares,1,194,331 series J registered shares, 1,433,197 series K registeredshares and 1,353,580 series L registered shares issued by the Companypursuant to Resolution No. 4/10/2022 of the Extraordinary GeneralMeeting of the Company of October 28, 2022 (_quot;Shares_quot; in total), for theissue price of PLN 44.27 per Share, in return for a contribution ofapproximately PLN 220 million, including a cash contribution in thetotal amount of PLN 13,807,810, PLN 30 and a non-cash contribution inthe form of 1,500 shares, with a fair value of USD 44,890,589, in theshare capital of Kardiolytics Inc based in Oklahoma (USA)(_quot;Kardiolytics_quot;) - i.e. 100% of Kardiolytics shares;2)_#160;_#160;_#160;_#160;_#160;_#160;anagreement to contribute by Biofund to the Company in total 1,500 sharesin the share capital of Kardiolytics, constituting 100% of the sharecapital of Kardiolytics, to cover the total issue price of the Shares inpart.
At the sametime, the Management Board of the Company informs that on the basis ofthe share subscription agreement referred to in point 1) above, Biofundundertook to make a cash contribution to cover the remaining part of thetotal issue price of the Shares within 10 working days from the date ofthe agreement.