NanoGroup S.A. shareholders have adopted all resolutions required to proceed with the transaction involving Auxilius Pharma S.A. The Company has received approval to issue up to 25,997,977 Series O shares at an issue price of PLN 4.20 per share.

The resolutions were approved by shareholders representing a total of 44.62% of NanoGroup’s share capital and total voting rights. No items were removed from the agenda of the Extraordinary General Meeting (EGM), and no objections were raised to any of the resolutions adopted.

The EGM’s decision opens the next stage of the transaction, which aims to enable NanoGroup to acquire nearly 100% of the shares in Auxilius Pharma. As part of the transaction, NanoGroup will issue up to 25,997,977 Series O shares at an issue price of PLN 4.20 per share. The new shares will be offered to Auxilius Pharma shareholders in exchange for contributing their existing shares in the company as an in-kind contribution. The transaction will be structured as a share-for-share exchange, without requiring NanoGroup to deploy cash.

The First Major Consolidation Project Under the 2026–2028 Strategy

The transaction is valued at approximately PLN 110 million. It is the first major consolidation project being implemented under NanoGroup’s 2026–2028 strategy, which aims to build a larger, integrated and diversified biotechnology group by combining complementary assets, projects and capabilities.

The transaction terms were established on the basis of fair value valuations of both companies. NanoGroup was valued at PLN 179 million, while Auxilius Pharma was valued at PLN 109.2 million. The value of the in-kind contribution in the form of Auxilius Pharma shares was confirmed by an independent auditor.

Upon completion of the transaction, existing NanoGroup shareholders are expected to hold approximately 66% of the combined entity, while Auxilius Pharma shareholders are expected to hold approximately 34%.

“The EGM’s decision marks an important milestone for NanoGroup and opens the next stage of the transaction with Auxilius Pharma. Approval of the share issue at PLN 4.20 per share allows us to move forward with its execution and brings us closer to completing the first major consolidation project under our 2026–2028 strategy. We are combining two complementary businesses, increasing our scale of operations and diversifying our portfolio, while carrying out the transaction without deploying cash. In this way, we are building a larger organisation with a stronger market position, greater predictability and two strong candidates for commercialisation in the coming years,” says Przemysław Mazurek, President of the Management Board of NanoGroup S.A.

Greater Scale and Access to the U.S. Market

The planned acquisition of Auxilius Pharma will expand NanoGroup’s operations into the Value Added Medicines segment, further diversify its project portfolio and strengthen the Group’s presence in the U.S. market. The combined capabilities and broader project portfolio are expected to enhance development and commercialisation opportunities, as well as collaboration with international pharmaceutical companies.

Next Stage of the Transaction

An important element of the transaction is the inclusion of lock-up commitments applicable to Auxilius Pharma shareholders and key NanoGroup shareholders. During the first 12 months, shareholders subject to the lock-up arrangements will be prohibited from selling their NanoGroup shares. For the following six months, any potential sales will be permitted only gradually, in a manner designed to limit their market impact, primarily through block trades or off-market transactions.

The decision of the Extraordinary General Meeting enables NanoGroup to proceed to the next stage of the transaction with Auxilius Pharma. Its completion is expected to represent an important step towards implementing the Group’s 2026–2028 strategy and building a stronger, more diversified biotechnology organisation with greater operational scale, a broader project portfolio and growing commercialisation opportunities.

NanoGroup continues to pursue its strategy of building one of Poland’s leading biotechnology groups, combining the development of innovative projects with the ambition of generating stable, recurring revenue.