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Medicalgorithmics S.A. — Capital/Financing Update 2026
Apr 27, 2026
5705_rns_2026-04-27_fa5f5485-a836-45ad-bc10-b00180728624.html
Capital/Financing Update
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Report Content Execution of an amendment to the loan agreement with BioFund
Current report no.: 13/2026
Date: 27.04.2026
Legal basis: Article 17(1) of the MAR - confidential information.
The Management Board of Medicalgorithmics S.A. with its registeredoffice in Warsaw (the "Issuer" or the "Company") announces that on April24, 2026, it entered into Amendment No. 2 to the loan agreement (the"Amendment") concluded between the Company and the Company's shareholder- BioFund Capital Management LLC (USA) ("BioFund") on November 29, 2024,as amended by the amendment dated April 15, 2025 (the "Loan Agreement").
Pursuant to the Amendment, the Parties agreed, among other things, to:(i) waive BioFund's right to a commission on revenues from new clientspursuant to Article 7 of the Loan Agreement; and (ii) amend the interestrate on the loan specified in Article 4.1 of the Loan Agreement from18.5% to 14% per annum. At the same time, as a result of negotiationsconducted and disclosed by the Company in its earlier current reports,the Parties undertook, under the Amendment, to convert the loan grantedpursuant to the Loan Agreement into shares of the Company up to theamount of the Company's indebtedness specified in the Amendment, in thetotal amount of PLN 16,520,460.47, comprising the aggregate principalamount together with accrued interest and other amounts due under or inconnection with the Loan Agreement, including an early repayment fee -provided and to the extent that the General Meeting of the Company,acting in the Company's best interest, adopts a resolution on anincrease of the Company's share capital and that the remainingrequirements set forth in the Amendment and under applicable law aresatisfied. In the event that the conversion is carried out, the loanshall be repaid up to the amount of the indebtedness indicated above;therefore, the Amendment does not provide for any change to the existingloan repayment schedule under the Loan Agreement.
The issuance of the Company's shares and any potential debt conversionwill require the adoption of the relevant resolutions by the Company'sgoverning bodies, including a resolution of the General Meeting of theCompany to increase the Company's share capital by PLN 50,062.00 throughthe issuance of 500,620 new series shares (the "New Issue Shares"). Theobligation to convert the debt into the New Issue Shares arising fromthe Amendment assumes that the issue price will be PLN 33.00 per share,which directly reflects BioFund's offer submitted to the Company, asdisclosed by the Issuer in Current Report No. 6/2025 dated January 21,2026.
Furthermore, in order to reinforce its commitment to the continuedsupport of the Company, BioFund has undertaken not to offer for sale anyshares of the Company held by it on any stock exchange until 20 January2027 (the "Lock up Agreement"). The Lock up Agreement may be terminatedin the event of a transaction involving the disposal of the entire blockof shares to a strategic or financial investor that generates value forall shareholders.
The Amendment was entered into subject to a condition precedent, namelythat the Company's General Meeting does not adopt, by June 30, 2026, aresolution regarding an increase in the Company's share capital throughthe issuance of a new series of shares, the exclusion of existingshareholders' preemptive rights, and the offering of shares to thelender through a private subscription, as well as amendments to theCompany's Articles of Association.