NanoGroup S.A. has published an Exemption Document in connection with the offering of Series O shares for the purposes of a transaction with Auxilius Pharma S.A.
On September 23, 2026, NanoGroup S.A. published an Exemption Document regarding an offering of up to 25,997,977 new Series O common bearer shares. This marks another important step in the transaction with Auxilius Pharma S.A.
The offering of Series O shares is part of a transaction under which NanoGroup S.A. plans to increase its stake in Auxilius Pharma S.A. to 100 percent of the company’s shares. NanoGroup S.A. shares will be offered to Auxilius Pharma S.A. shareholders in exchange for the Auxilius Pharma shares they hold, which means the transaction will be a non-cash transaction.
The Next Phase of the Transaction with Auxilius Pharma S.A.
In late June 2026, NanoGroup S.A. entered into an investment agreement with Auxilius Pharma S.A. The purpose of the agreement is to further integrate the two companies and incorporate Auxilius Pharma into the NanoGroup.
A key step in the execution of this transaction was the Extraordinary General Meeting of NanoGroup S.A., which on August 26, 2026, adopted the resolutions necessary to carry out the transaction, including a resolution regarding the issuance of Series O shares. The shareholders adopted a resolution to issue up to 25,997,977 shares at an issue price of 4.20 PLN per share. All shareholders present at the General Meeting, representing a total of 44.62% of NanoGroup’s share capital and total number of votes, voted in favor of the resolutions.
As part of the transaction, Auxilius Pharma shareholders will receive shares of NanoGroup S.A. in exchange for their existing shares of Auxilius Pharma, at an issue price of 4.20 PLN per share.
For NanoGroup, this marks another step in the implementation of its 2026–2028 strategy, one of the goals of which is to build a large, integrated biotechnology group.
Auxilius Pharma – Development of the AUX-001 Project
One of Auxilius Pharma S.A.’s key assets is the AUX-001 project—an oral, modified controlled-release formulation of nicorandil, developed using the VAM model and intended for the treatment of stable chronic angina pectoris (angina pectoris).
In September 2026, Auxilius Pharma S.A. received the minutes from its meeting with the FDA, confirming the next phase of preparations for the clinical development of AUX-001 in the U.S.
What does the publication of the Exemption Document mean?
The Exemption Document contains information that allows investors to familiarize themselves with the most important aspects of the Series O stock offering and the planned transaction with Auxilius Pharma. The document also presents information regarding the operations of NanoGroup and Auxilius Pharma, as well as the risk factors associated with the investment, the operations of both companies, and the execution of the transaction.
The Exemption Document is not a prospectus as defined in the Prospectus Regulation and was not subject to approval by the Polish Financial Supervision Authority.
The publication of the document is the next formal step in the implementation of the provisions of the investment agreement, the purpose of which is for NanoGroup S.A. to acquire up to 100 percent of the shares of Auxilius Pharma S.A. The next step will be to submit offers to Auxilius Pharma shareholders to subscribe for Series O shares in exchange for their existing shares in Auxilius Pharma, followed by the issuance of Series O shares.
Full text of the Exemption Document: