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Conclusion of an investment agreement by NanoGroup S.A.

NanoGroup S.A. has entered into an agreement with eCapital sp. z o.o., based in Warsaw (Investor), an investment agreement.

The Investment Agreement states that:

  1. The value of the investment is PLN 5.1 million.
  2. The investor will acquire a total of 4,857,144 shares of the Issuer’s new issue at an issue price of PLN 1.05 per share.
  3. 952,381 new issue shares will be subscribed within 2 business days after the Company’s general meeting adopts a resolution on increasing the Company’s share capital and issuing shares in a private placement, depriving the Company’s existing shareholders of all preemptive rights to the new issue shares and amending the Company’s Articles of Association to reflect the share capital increase.
  4. The Investor undertook to take up the remaining shares of the new issue, subject to the due performance by the Issuer’s subsidiary NANOSANGUIS S.A., based in Warsaw, of the investor acquisition consulting agreement between CET Advisors Ltd, based in London, United Kingdom, which the Issuer informed about in current report number 54 of December 7, 2023, in the following tranches and upon fulfillment of the Agreement’s stipulations
    Investment Committee additional conditions listed below:

a. 809,524 new issue shares – provided that at least one autotransplantation confirming the effectiveness of the NanoOX system has been carried out, by which the parties to the Investment Agreement understand that NANOSANGUIS S.A. will carry out under the NanOX project at least one autotransplantation of a porcine kidney harvested after irreversible cardiac arrest (“DCD” – donation after cardiac death) damaged by a long warm ischemia time of up to 30 minutes (“WIT30” – warm ischemia time), using subnormothermic machine perfusion (SNMP), whereby: “1” the control group will be donors in the DCD model of WIT30 using hypothermic machine perfusion (“HMP” – hypothermic machine perfusion), using MPS Belzer fluid, “2” the study will be conducted in an animal model on pigs, “3” in both groups, the preservation time will be conducted up to 12 hours and the observation time up to 14 days – the information of which will be confidential information within the meaning of Art. 7 paragraph. 1 of the MAR Regulation made public by the Company through a current report,
b. 952,381 new issue shares – subject to the filing by NANOSANGUIS S.A. of a patent application for the invention developed under the NanOX project, information about which will be confidential information within the meaning of Art. 7 paragraph. 1 of the MAR Regulation made public by the Company through a current report,
c. 714,286 new issue shares – subject to NANOSANGUIS S.A.’s application, alone or jointly with others, for funding under the European Funds for a Modern Economy 2021-2027 program,
d. 714,286 shares of the new issue – on the condition that four consecutive successful autotransplantations confirming the effectiveness of the NanoOX system are carried out, by which the parties to the Investment Agreement understand that NANOSANGUIS S.A. will carry out under the NanOX project four consecutive autotransplantations of porcine kidneys harvested after irreversible cardiac arrest (“DCD” – donation after cardiac death) damaged by a long warm ischemia time of up to 30 minutes (“WIT30” – warm ischemia time), using subnormothermic machine perfusion (SNMP), whereby: “1” the control group will be donors in the DCD WIT30 model using hypothermic machine perfusion (“HMP” – hypothermic machine perfusion), using MPS Belzer fluid, “2” the study will be conducted in an animal model on pigs, “3” in both groups, the preservation time will be conducted for up to 12 hours and the observation time up to 14 days – the information of which will be confidential information within the meaning of Art. 7 paragraph. 1 of the MAR Regulation made public by the Company through a current report,
e. 714,286 shares of the new issue – subject to submission by NANOSANGUIS S.A. or a person designated by NANOSANGUIS S.A. of an application for publication of a scientific article on NanOX liquid to one of the scientific journals included in the list provided in the announcement of the Minister of Science dated January 05, 2024. On the list of scientific journals and peer-reviewed materials from international conferences.

NanOX refers to the device and fluid system developed and under development by NANOSANGUIS S.A. for the extracorporeal storage of organs for transplantation, which the Company reported in current reports number 52 dated September 5, 2023, number 46 dated August 14, 2023, number 28 dated March 15, 2023, and number 3 dated January 19, 2023.

  1. In order to realize the investment, with respect to the newly issued shares covered by the aforementioned terms and conditions, the Company will issue to the Investor 3,904,763 subscription warrants entitling the Investor to exchange for Company shares by December 31, 2025. The investor will have the right to acquire new issue shares either by accepting the Company’s offer to acquire new issue shares or by acquiring subscription warrants and exchanging the warrants for new issue shares – at the investor’s choice and regardless of the fulfillment of individual conditions.
  2. Cash payments for new issue shares will be made by the Investor within 5 business days of taking up a given tranche of shares.
  3. The Issuer’s Board of Directors shall immediately, but no later than within 7 business days from the date of execution of the Investment Agreement, convene an Extraordinary General Meeting of Shareholders and include in the agenda resolutions regarding the issuance of shares and subscription warrants to the Investor.
  4. The deadline for the investment was set at December 31, 2025. After the expiration of this term, the Investment Agreement will expire.

The Issuer will report on the implementation of the investment, including the fulfillment of the conditions specified in the Investment Agreement, in subsequent current reports. The information was provided due to the fact that the implementation of the Investment Agreement may have a significant impact on the valuation of assets and financial position of NANOSANGUIS S.A. and the Issuer.

Copyright © NanoGroup 2023

Prof. Tomasz Ciach

Founder, Member of the Management Board of NANOGROUP S.A.

Nanotechnology expert. Professor at the Faculty of Chemical and Processing Engineering, Warsaw University of Technology, head of the Biotechnology and Bioprocessing Division. Author of two technologies that are already in production stage, 12 granted patents and over 50 publications. Founder of BioMedLab research group, consultant in numerous companies (AstraZeneca, Procter and Gamble, Reckit, Adamed, Balton, Galmed). Work on various aspects of Biomedical Engineering, mostly on biomedical nanotechnology, active coatings for medical implants, nanoparticles for cancer treatment, biodegradable and nonbiodegradable implants, bone and vascular prosthesis. He gives rare, but already brilliant example of how brave ideas become socially and financially valuable.

Piotr Mierzejewski

Vice President of the Management Board of NANOGROUP S.A.

Clinical pharmacology specialist, former advisor to the Minister of Health on drug policy. He negotiated Poland’s accession to the EU in the field of pharmacy, responsible for the implementation of EU directives in the field of pharmacy into the Polish legal system. Co-founder of the Office for Registration of Medicinal Products, Medical Devices and Biocidal Products. Owner of a consulting company cooperating with international pharmaceutical companies in the field of introducing new technologies to the Polish market.

Przemysław Mazurek

President of the Management Board of NANOGROUP S.A.

Associated with the health market since 2004. As Managing Director, he restructured and developed the most dynamically operating Medical Center in the Podkarpacie region, creating and setting new standards of customer service quality on the market. Co-creator of the first solution in Poland for online registration of medical appointments. Co-founder of the first and only Infertility Treatment Clinic (MEDICOR) in Podkarpacie, which he headed as the President until 2009. He was responsible for the development of health insurance in the PZU Group. As Vice President of PZU Pomoc S.A. created the largest medical TPA in Poland to handle health insurance. Co-founder of the first drug insurance in Poland. Since 2015, he has been active in the field of Wealth Management and advises on management and finance. A graduate of International Economic and Political Relations as well as Management and Marketing at the Warsaw School of Economics.

Przemysław Mazurek

President of the Management Board of NANOGROUP S.A.

Associated with the health market since 2004. As Managing Director, he restructured and developed the most dynamically operating Medical Center in the Podkarpacie region, creating and setting new standards of customer service quality on the market. Co-creator of the first solution in Poland for online registration of medical appointments. Co-founder of the first and only Infertility Treatment Clinic (MEDICOR) in Podkarpacie, which he headed as the President until 2009. He was responsible for the development of health insurance in the PZU Group. As Vice President of PZU Pomoc S.A. created the largest medical TPA in Poland to handle health insurance. Co-founder of the first drug insurance in Poland. Since 2015, he has been active in the field of Wealth Management and advises on management and finance. A graduate of International Economic and Political Relations as well as Management and Marketing at the Warsaw School of Economics.