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New listing of BIOCELTIX S.A. on NewConnect

BIOCELTIX S.A. was newly listed on the NewConnect market on 8 November 2021.

BIOCELTIX S.A. is the 375^th company listed on NewConnect and the 26^th new listing on NewConnect in 2021.

Key information

*at the reference price of PLN 20.5 equal to the issue price of series G shares offered in the public offering.

Issuer’s history and business

The legal predecessor of the Issuer, Pracelo Sp. z o.o., was established on 12 July 2016. In February 2018, the company changed its name to Bioceltix Sp. z o.o.; six months later, the company’s transformation into a joint stock company was registered.

The mission of Bioceltix is to market medicines for animals (dogs and horses, and later also cats) containing Mesenchymal Stem Cells (MSC) as an active pharmaceutical ingredient based on its own manufacturing plant operating in accordance with the pharmaceutical quality standard cGMP (Current Good Manufacturing Practice). After the full registration process, the medicinal products developed by the Issuer are to be used in the treatment of the most common autoimmune and inflammatory diseases, such as osteoarthritis in dogs, arthritis in horses and atopic dermatitis in dogs.

The company is working on the implementation of the animal-safe and scalable ALLO-BCLX technology which will support the use for therapy of allogeneic (single donor-multiple recipient) mesenchymal stem cells (adult stem cells which can differentiate into bone cells, cartilage cells and fat cells) derived from adipose tissue.

The Issuer’s business model provides for future sale to industry partners of the rights to the developed medicinal products, as well as their production based on the Issuer’s manufacturing plant operating under a pharmaceutical quality standard. The sale of rights to products may take place through the conclusion of partnership, licence or distribution agreements. The products developed by the Issuer will be distributed by industry partners with international sales structures.

The timetable for the development of the most advanced drug candidate in research is to complete the Target Animal Safety (TAS) phase in 2021, followed by a field clinical trial in 2022, submission of a marketing authorisation application to the European Medicines Agency (EMA) in 2023 and obtaining the marketing authorisation in 2024.

As at the date of this information document, the Issuer’s team comprises a total of 21 persons, 11 of whom are responsible for research and development.

The Company's share capital amounts to PLN 328,678.9 and is divided into 3,286,789 series A-G shares with a nominal value of PLN 0.1 each, including:

• 1,981,500 series A shares;
• 104,290 series B shares;
• 172,000 series C shares;
• 186,224 series D shares;
• 271,550 series E shares not included in the application for introduction;
• 211,225 series F shares;
• 360,000 series G shares.

Public Offering of Series F Shares

The Public Offering of the Series F Shares was conducted from November 16, 2020 to 16 December 2020. As a result of the offering, 211,225 Series F Shares of the Issuer were taken up by 16 entities at the issue price of PLN 16.57. In the series F share offering, the Issuer raised PLN 3.5 million.

Public Offering of Series G Shares

The Public Offering of the Series G Shares took place on the terms and in accordance with the principles set out in the Information Memorandum of 1 March 2021. On 22 March 2021, 360,000 series G shares were allotted at an issue price of PLN 20.5 per share. Series G shares were allotted to 521 investors in the Small Investors Tranche and 48 investors in the Large Investors Tranche. The reduction rate in the Small Investors Tranche was 96.80%. In the offering of series G shares, the Issuer raised 7.38 million PLN. In accordance with the provisions of the information memorandum, funds raised in the issue of series G shares will be invested in the Company’s research and development activity.

The Issuer raised a total of PLN 10,879,998 in the issue of Series F and Series G Shares.

Selected financial data of the Issuer:

Shareholding structure of the Company

• Infini ASI Sp. z o.o. - 500,000 shares representing 15.21% of the capital and votes at the General Meeting;
• Kvarko Group ASI Sp. z o.o. - 470,953 shares representing 14.33% of the capital and votes at the General Meeting;
• Łukasz Bzdzion - 415,763 shares representing 12.65% of the capital and votes at the General Meeting;
• Leonarto Alfa S.A. ASI Sp. k. - 367,000 shares representing 11.17% of the capital and votes at the General Meeting;
• Alternative Solution ASI S.A. - 241,453 shares representing 7.35% of the capital and votes at the General Meeting;
• Funds managed by Aviva Investors Poland TFI SA - 164,400 shares representing 5% of the capital and votes at the General Meeting;
• Other related shareholders -112,932 shares representing 3.44% of the capital and votes at the General Meeting;
• Other unrelated shareholders - 1,014,288 shares representing 30.86% of the capital and votes at the General Meeting;

Financial instruments newly listed on NewConnect:

• 1,981,500 series A shares;
• 104,290 series B shares;
• 172,000 series C shares;
• 186,224 series D shares;
• 211,225 series F shares;
• 360,000 series G shares.