The company’s shareholder – 5HT FR intends to sell 1.3 million existing shares of the company in a public offering and use the entire amount of the funds raised to acquire shares of the new issue.
Genomtec S.A. has called an Extraordinary General Meeting on March 12, 2025, at which the company’s shareholders will vote on adopting a resolution to increase the Company’s share capital by issuing no more than 1,800,000 new series P ordinary bearer shares, excluding in full the subscription rights of existing shareholders, amending the Company’s articles of association and applying for the admission and introduction of series P shares to trading on a regulated market.
On February 12, 2025, Genomtec entered into an investment agreement with the Company’s Shareholder – 5HT Fundacja Rodzinna. According to the agreement, the Shareholder will offer up to 1,342,556 existing and admitted to trading shares of the company (borrowed from the President of the Management Board of Genomtec – Miron Tokarski) as part of a public offering. Then, 5HT will acquire the new issue shares of Genomtec in the same number and at the same price, and will also be entitled to acquire additional new issue shares in the number of up to 457,444 for the same price. In this way, the Company will obtain funds from the sale of series P shares, which will be used to support the commercialization process of projects conducted by Genomtec.
“We have decided to increase our capital in order to secure our financial needs for the next period, which is crucial from the point of view of advanced negotiations with potential partners in order to commercialize our projects. The effect of the talks conducted so far on the commercialization of projects is the signing of confidentiality agreements with potential partners from Europe and North America, but we are also watching with attention the growing interest from Asian markets, which is why we also want to direct our activity in the M&A area in this direction.” – said Miron Tokarski, CEO of Genomtec SA. “Offering investors existing shares by the Shareholder ensures the efficient conduct of the process. This is a structure that allows the acquisition of already listed shares by new investors interested in investing in Genomtec. At the same time, by supporting this process, our significant shareholder does not reduce its involvement in the company. Capital is necessary for us to achieve commercial success, which is why we count on the shareholders at the EGM to support the resolution on the issue of new shares.” – adds Miron Tokarski.
The company’s flagship project is the Genomtec ID mobile diagnostic system. The platform consists of an analyzer and a reaction card with integrated genetic tests. The second OncoSNAAT project involves developing technology for detecting mutations in the oncological area, which indicate the most effective therapy. At the end of January this year, Genomtec filed a patent application in the OncoSNAAT oncological project for an invention in the area of diagnostics of single-nucleotide genetic changes. This is the second patent application filed by the company in the area of oncological diagnostics.
“Based on the discussions we have had so far in the M&A process with potential partners, we see a wide range of opportunities for cooperation – not only in terms of selling projects, but also, for example, partnering with pharmaceutical companies, upfront payments and then for achieving milestones. That is why it is important for us to ensure stable financing for projects, which will translate into the success of potential transactions. In accordance with our declarations, we want to allocate all the funds from the M&A transaction to shareholders in the form of a share buyback or dividend,” says Miron Tokarski.
In December, Genomtec made decisions regarding the adjustment of the organizational structure in response to the expectations of potential partners in the M&A process, the development of the OncoSNAAT project and the area of food safety diagnostics. The effect of this decision is the creation of a capital group, which will include subsidiaries covering separate segments: Genomtec ID and OncoSNAAT. This approach, in the opinion of the Company’s Management Board, increases the chances of accelerating the M&A transaction and will allow for flexible adjustment to the expectations of potential buyers, because it provides greater guarantees of closing the transaction faster and without legal complications for potential buyers. The Company is currently waiting for an individual tax interpretation and the consent of grantors to be able to make changes to the structure. In the Company’s opinion, there is no significant risk that this process will not take place.
