NanoGroup’s largest shareholders subject to an 18-month lock-up

Under the investment agreement concluded for the merger of NanoGroup and Auxilius Pharma, the parties have agreed on a comprehensive 18-month lock-up arrangement covering key shareholders of both companies.

This means that existing significant shareholders of NanoGroup, together with Auxilius Pharma shareholders participating in the transaction, have committed to maintaining their equity investments over the long term, supporting shareholder stability during the implementation of one of the most important transactions in NanoGroup’s history.

For the first 12 months following the signing of the agreement, shareholders subject to the lock-up will be prohibited from selling their NanoGroup shares. During the subsequent six months, any sales will be permitted only gradually and in a manner designed to limit their impact on the market, primarily through block trades or off-market transactions.

The arrangement covers Auxilius Pharma shareholders representing more than 90% of the company’s share capital, as well as all existing significant NanoGroup shareholders who are parties to the investment agreement. The remaining group of Auxilius Pharma shareholders, holding approximately 8% of the company’s shares, will be permitted to sell the NanoGroup shares received in the exchange only through block trades.

These arrangements are intended to ensure shareholder stability during the execution of the transaction and the subsequent key stages of NanoGroup Group’s development.

The establishment of such a broad lock-up agreement means that the holders of NanoGroup’s largest shareholdings, together with the overwhelming majority of future shareholders originating from Auxilius Pharma, are aligning their investment objectives with the Group’s long-term development and the joint implementation of its strategy. For investors, this means that key shareholders will remain involved in building the Company’s value throughout the implementation of the transaction’s most important stages and the integration of the two entities.