MediSensonic SA has completed a public offering of 10,000 to 200,000 series H ordinary bearer shares

Registration for shares last until December 3, 2024.

Time remaining:

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The share capital increase will be effected by issuing from 10 to 200,000 series H shares with a nominal value of PLN 0.10 each. The issue price has been set at PLN 40.00 per share.
The total value of proceeds from the issue of new series H ordinary bearer shares will range to PLN 8,000,000.00.

We create groundbreaking medical technologies on a global scale by combining advanced microwave techniques and photoplethysmography.

The Investment Company in the offer is Dom Maklerski INC S.A. (www.dminc.pl). The Public Offering is conducted within the electronic investment platform at www.platforma.dminc.pl. If you prefer an individual meeting with the Management Board of MediSensonic S.A., please contact Dom Maklerski INC S.A. (www.dminc.pl) directly.

Pre-IPO Schedule

Publication of the Memorandum
October 9, 2024
Acceptance of registration for Shares and payments in the Public Offering
from October 10, 2024, 10:00 AM
until December 3, 2024.
Allocation of Shares and Public Announcement of the Results of the Public Offering
until December 6, 2024
Any refund of overpaid amounts to Investors (in the event of oversubscription)
until December 13, 2024

Documents

Summary of the offer

Memorandum

Supplement No. 1

Changelog No. 1

Consolidated financial statements of the MediSensonic Group for 2023

MediSensonic S.A. Separate Financial Statements for 2023

One pager

Investor presentation

Teaser

Investor Day MediSensonic SA

22

OCTOBER 2024

Investor Day – a stationary meeting at the WSE headquarters

In order to participate in the Investor Day meeting on October 22, 2024, you must fill out the application form below and set up and activate an account on the platform at www.platforma.dminc.pl by becoming a client of DM INC in the scope of the service of accepting and transmitting orders to buy or sell financial instruments. Concluding an agreement will allow DM INC to verify the knowledge and experience of a potential client in the scope of investing in the capital market and qualifying them for the target group of a given financial instrument.

Participation in the meeting is determined by the order of applications and meeting the above condition of having the status of a DM INC client. The organizers reserve the right not to take into account a given application due to the limited number of available places and reserve the right to send individual invitations to potential participants.

Other investor meetings

In connection with the planned public offering, representatives of MediSensonic S.A. invite you to investor meetings, during which the business model and development prospects of the company will be presented.

25

Webinar at 6:00 PM on the Obserwuj, Inwestuj, Zarabiaj! channel

28

Investor Chat in Strefa Inwestorów at 2PM (GMT+2)

Are you interested in participating in the events? Contact → e.moscicka@innervalue.pl

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    How to sign up for shares?

    Find out how to sign up for shares

    The Shares are being issued in a public offering within the meaning of the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to an organised trading system and on public companies (the “Public Offering Act”), addressed to an unspecified addressee, as a result of which the expected gross proceeds of the offeror in the territory of the European Union, calculated at their selling price on the date it is determined, are not less than EUR 1,000,000 and less than EUR 5,000,000 and, together with the proceeds which the offeror intended to obtain from public offers of such securities made within the previous 12 months, will not be less than EUR 1,000,000 and will be less than EUR 5,000,000. During the previous 12 months, the Offeror did not conduct any public offerings of Shares under Article 3 sec. 2 or Article 1 sec. 3 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC („Prospectus Regulation”) The Public Offering is exempt from the obligation to publish a prospectus pursuant to Article 3 Section 2 of the Prospectus Regulation and Article 37b Section 1 of the Act on Public Offering. The Information Memorandum has been published on the websites emisja.medisensonic.com and www.platforma.dminc.pl. The shares are offered only on the terms and in accordance with the principles set out in the Information Memorandum. The Public Offering is conducted only in the territory of the Republic of Poland, and the Information Memorandum is the only legally binding document containing information on the Shares, the Public Offering and the Company. The Information Memorandum has not been verified or approved by the Polish Financial Supervision Authority or any other supervisory authority. Investors should be aware of the risks associated with investing in shares and the risks associated with the Company’s operations and the environment in which the Company operates. A description of the risk factors that should be taken into account when making a decision to invest in the Shares is included in the Information Memorandum. Investors’ investment decisions should be preceded by an appropriate analysis and, if the situation requires it, consultation with an investment advisor. The investment firm intermediating in the public offering of shares is Dom Maklerski INC S.A.

    The public offering is being conducted in cooperation with Dom Maklerski INC S.A. (www.dminc.pl) within their electronic investment platform at www.platforma.dminc.pl

    1. Persons interested in investing in MediSensonic S.A. shares must set up and activate an investor account on the DM INC Platform and obtain the status of a DM INC client by entering into a free agreement on the acceptance and transmission of orders to purchase or sell financial instruments. The account on the DM INC Platform is used only to submit a subscription for shares, it is not a bank account or brokerage account. This process is completely free of charge and can be completed online.
    2. As part of the process of setting up an investor account, DM INC checks the knowledge and experience of the potential client in the field of investing on the capital market and verifies the target group.
    3. Submitting a subscription for shares is possible on the terms and within the deadlines presented at the start of the MediSensonic S.A. public offering by persons with an active investor account on the DM INC Platform. Submitting a subscription is free of fees and commissions.

    More information on how to create an account on the DM INC Platform:
    How to create an account?
    Description: https://platforma.dminc.pl/blog/jak-zaozyc-profil-inwestora
    Video: https://youtu.be/fMFkI1Hpmpk
    More information about the investment process on the DM INC Platform:
    Description: https://platforma.dminc.pl/blog/jak-wyglada-proces-inwestycji
    Video: https://youtu.be/spczdaQIeJg

    Company Information

    Company: MediSensonic S.A.
    Industry: Med-Tech
    Country: Polska
    Registration address: Szczytnicka St. 11, 50-382 Wrocław
    KRS: 0001018765
    NIP: 1251672921
    REGON: 369844137
    E-mail: inwestor@medisensonic.com

    value of the global MedTech market by 2027
    0 mld USD
    patents
    0
    experience in R&D
    Over 0 years
    awards for innovation
    0
    funds obtained for development from grants and investors
    0 mln PLN
    industrial design applications
    0
    a team of experts
    0 +
    clinical trials
    0

    Leading projects

    Innovative medical solutions for a better future. Our projects drive progress, bringing real benefits to patients and opening new growth opportunities for the healthcare industry.

    Glucowave

    A chance for a revolution for over 500 million people with diabetes!

    A clinical grade needle-free device that uses microwave technology to monitor blood glucose levels. It makes measurement painless and comfortable, and is continuous, without the need to puncture the skin.

    Current stage of work: clinical trials

    no needles/electrodes inserted under the skin

    continuous monitoring

    pain elimination

    measurement accuracy

    real-time data

    ease and intuitive use

    integration with the mobile app

    no additional costs of use (no needles/electrodes replaced every 7-14 days)

    potential on the global market

    Average Reference Value: USD 294.72 million

    Touchwave

    Innovative method of measuring blood pressure

    The most modern system for continuous blood pressure monitoring without the use of an inflatable cuff or electrodes applied to the body. This is an innovative solution that provides a comfortable and reliable examination. Thanks to advanced microwave and optical measurement techniques and data analysis systems, it allows monitoring and prevention of circulatory system diseases in real time.

    Current stage of work: completed clinical trials

    blood pressure measurement without using an inflatable cuff

    measurement precision

    continuous, painless and silent monitoring

    comfort while sleeping

    continuous measurement provides real-time blood pressure monitoring

    potential on the global market

    The prototype of the device was tested, among others, in difficult conditions at a depth of 30 meters under water. The test was successful.

    The number of people worldwide living with hypertension rose to 1.3 billion in 2019.

    4 out of 5 people with hypertension worldwide are not adequately treated.

    MPVT

    Precise and non-invasive diagnostics of dental pulp

    The world’s first non-invasive device for assessing dental pulp vitality using microwave technology, enables accurate assessment of pulp vitality by examining the level of blood flow, and thus determining whether the tooth is alive or dead, supporting the selection of optimal therapy. Developed in response to the needs of dentists.

    Current stage of work: final development phase before commercialization

    USD 13 billion is the future of the dental diagnostics market by 2030.

    USD 13 billion is the future of the dental diagnostics market by 2030.

    convenience and speed of measurement

    use of microwave technology

    no need to isolate the tested teeth

    high sensitivity and precision of measurement

    significant reduction in diagnostic costs

    potential on the global market

    Other products

    We invest in the development of innovations that increase the effectiveness of therapy and open new paths for the growth of the entire industry. Discover other MediSensonic products.

    Dentiwave Automatic Oral Scanner

    Automatic Dental Scanner

    A medical device that uses optical technology to precisely image teeth and gums in a 3D model. Achieving almost 100% repeatability in the reproduction of the oral cavity. An ideal tool for use in dental, orthodontic and prosthetic offices, where it will replace devices such as manual scanners and „mechanical” impressions.

    SO-REST!

    Innovative sleep monitoring

    A diagnostic mattress that brings a completely new quality to the diagnosis of sleep apnea and other sleep disorders. Thanks to advanced microwave technology and a number of other electronic sensors, it allows monitoring and recording of physiological parameters.

    Measurement techniques used

    Reference transactions

    Key management staff

    A team of experts with many years of experience on the Polish and global market.

    Robert Gromada

    CEO

    A graduate of the Polish-Japanese Institute of Information Technology in Warsaw. He conducted clinical trials for leading pharmaceutical companies, including global giants of the Big Pharma sector. He was the first to introduce the Data Management department to our market and create a revolutionary electronic clinical trial management system (e-CRF). Thanks to these innovations, he contributed significantly to the improvement and efficiency of research processes in the medical sector.

    He achieved success not only in the field of medicine, but also in the area of ​​management, as a management expert in renowned institutions such as PZU, MSZ, PKO BP SA, PKP and in the Wrocław City Office. His skills in implementing modern project management systems and his role as an advisor to the board contributed to achieving the strategic goals of these institutions.

    Robert Gromada is also the initiator and creator of start-ups, including those in the MedTech industry, which he created and financed from private funds. He currently serves as the originator and CEO of MediSensonic, a company that specializes in developing innovative medical products.

    Marcin Malinowski

    VP of the Management Board

    VIP graduate of the University of Lodz, Master of Science in Computer Science and Econometrics. Business development specialist with experience in B2B sales and marketing, focused on strategic partnerships and sales of technology products for global market leaders. He worked in international Big Tech and media corporations in the CEE region, including Google, where he managed regional partnership activities and the implementation of modern advertising systems. Previously, in Grupa Onet, he was responsible for business professionalization, creating synergies and implementing new products, as well as acquisitions in MediSensonic, responsible for the Business Development department.

    Dr hab. inż. Zenon Szczepaniak, prof. WAT

    Director of Research and Development at MediSensonic S.A.

    Lecturer at WAT, scientist with scientific experience in the field of microwave technology. He worked in the field of radiolocation and microwave techniques at PIT-RADWAR SA for 15 years. His scientific interests include the use of microwave and radar techniques to study the properties of materials and medical diagnostics, including in-vivo. He is the author and co-author of 72 scientific publications and 17 patents. At MediSensonic, he supervises the Research and Development Department.

    Structure of the capital group

    MediSensonic S.A.

    parent entity

    Deventiv sp. z o.o.

    in which MediSensonic S.A. holds 100%

    Summit
    Technology sp. z o.o.

    in which MediSensonic S.A. holds 90% of shares

    Medisensonic s.r.o.
    z siedzibą w Czechach

    in which MediSensonic S.A. holds 100%

    MediSensonic SA revenue strategy

    The company plans to commercialize medical devices through licensing or partnering.

    First commercialization is planned for 2025-2026

    Equity at the end of March 2024 amounted to over PLN 7.8 million.

    Issue objectives of the Series H share offering

    Issue objectives of the Series H share offering Estimated expenditure Planned completion date
    Internal costs of implementing basic R&D projects (R&D team personnel costs and materials and instrumentation), including:
    – MPVT: completion of the 4th clinical trial and commencement of the 5th clinical trial,
    – DAOS: preparation of a solution for a potential buyer from Germany,
    – SO-REST!: improvement and preparation of a low-volume solution,
    – TOUCHWAVE: preparation of a device for a clinical trial in the UK.
    2 200 000
    Q2 2025
    Building a Business Development team and a commercialization department for half a year. Hiring resources for the Business Development and Business Office departments.
    800 000
    Q2 2025
    Covering part of the own costs of implementing the project entitled “Autostrzykawka”. In Q3 2024, the Issuer was granted subsidy funds in the amount of nearly PLN 11.8 million for the implementation of the “Autostrzykawki” project. The total own contribution amounts to slightly over PLN 4.4 million. The subsidy agreement has not been concluded yet.
    1 000 000
    Q2 2025
    Certification testing of the Company’s products in accordance with the priorities of the basic R&D projects: MPVT, DAOS, SO-REST!, TOUCHWAVE, and the implementation of ISO standards in the organization.
    2 300 000
    Q2 2025
    Current operating activities of the Company (legal, accounting and administrative services), costs related to patent applications and costs of legal, advisory and prospectus preparation in connection with the planned application for the introduction of the Company’s shares to trading on the regulated market of the WSE.
    1 700 000
    Q2 2025
    TOTAL
    8 000 000

    Source: Company

    Shareholder structure after the offering of series H shares

    Shareholder structure after the offering of series H shares:

    Assuming that all 200,000 Series H Shares are acquired by investors, the Company’s shareholder structure would be as follows:

    Assuming that investors will acquire the minimum issue value, i.e. 10 Series H Shares, the Company’s shareholder structure would be as follows:

    Go to
    Scientific and business partners

    CORRESPONDENCE ADDRESS:
    Warsaw Branch:

    MediSensonic SA
    ul. Franciszka Szuberta 33
    02-408 Warszawa

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