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New listing of BRAINSCAN S.A. on NewConnect

The company BRAINSCAN S.A. was newly listed on NewConnect on 15 May 2024.

BRAINSCAN S.A. is the 357^th company listed on NewConnect and the fourth new listing on NewConnect in 2024.

Key information

* based on the proposed reference price equal to PLN 37.00

Issuer’s history and business

The legal predecessor of the Issuer, BrainScan spółka z ograniczoną odpowiedzialnością, was entered into the Register of Entrepreneurs of the National Court Register on 29 August 2017.

In the following years, the Company undertook activities related to the search for investors and funds for growth.

After the transformation of the legal form of the Issuer, the decision to enter BrainScan S.A. into the Register of Entrepreneurs of the National Court Register was issued on 3 November 2022.

According to the Management Board of the Issuer, the Company has developed one of the world’s best solutions for the analysis of computed tomography (CT) scans of the human brain based on Artificial Intelligence, the BrainScan CT system. Algorithms based on machine learning (ML) analyse CT brain scans, automatically detecting and flagging any pathological changes. The BrainScan CT focuses on the analysis of the human brain, comprehensively detecting pathological changes, with particular attention paid to life-threatening conditions such as strokes, haemorrhages, vascular lesions, fractures, cerebral contusions, etc. The BrainScan CT currently detects 20 different classes of pathological changes in CT scans of the human brain.

Implementation of the BrainScan is possible in any hospital with a CT scanner and Internet connection. The use of worldwide imaging diagnostic standards in the system and cloud-based server solutions has reduced implementation costs and removed potential technological barriers. The encrypted and fully anonymised communication of the BrainScan CT takes place at the client server level, and the results in graphical form (infographics) can be displayed on any computer in the hospital.

The Company is involved in BrainScan CT implementations including the installation of the system in a clinical setting, allowing the processing of patient image data in the diagnostic process in a medical facility. The Company has decided to implement the Brainscan CT first in a pilot, under a testing agreement (free of charge). The testing period of three to six months allows, in the Company’s opinion, to overcome technological barriers while building user confidence, validating the solution in a clinical setting, and proving the functionality and high quality of the system. For this reason, the implementation of the system in the first months of the user agreement does not generate revenue; however, according to the Company, it significantly increases the probability of converting the testing contract into a commercial contract.

Currently, the Company has implementations in hospital emergency departments, teleradiology companies, and brain imaging companies. BrainScan currently processes approximately 10,000 brain scans per month.

The BrainScan CT has been implemented at the largest University Hospital in Varna. It has been  implemented as part of humanitarian aid to Ukraine under an agreement with the Ministry of Health of Ukraine in the regions of the country most in need, supporting the work of radiologists in Odessa and Kramatorsk. The BrainScan CT has also been implemented at MKJ Radiologia, one of the largest teleradiology companies in Poland. The BrainScan CT has been implemented in five new medical facilities in Poland: hospitals in Strzelce Opolskie, Dąbrowa Górnicza, Bielsko-Biała, Nysa, and PolMed Legnica.

An agreement was concluded in March with Pearl Innovision GmbH, based in Zurich, for the distribution of the BrainScan CT. Under the Agreement, Pearl Innovision GmbH will act as the exclusive distributor of the BrainScan CT and the importer and representative of the Issuer in Switzerland and as a non-exclusive distributor in France, Spain, Italy, Austria, Germany, Hungary, and Lithuania.

The Company holds a Certificate issued by TÜV NORD Polska Sp. z o.o., allowing the sale of the BrainScan CT system in EMEA (Europe, Middle East, Africa), Switzerland and the UK.

The share capital of the Company amounts to PLN 116,750 and is divided into 1,167,500 shares with a nominal value of PLN 0.10 each, including:

• 1,007,500 series A ordinary bearer shares,
• 160,000 series B ordinary bearer shares.

Shareholders

Lock-up agreements

As at the date of this Information Document, some of the Company’s shareholders entered into lock-up agreements with the Company, restricting the transferability of the Company's shares held by them. The lock-up agreements cover 83.3% of the Company’s shares for 12 months and 3% of the shares for 18 months. The lock-up obligation is effective from the date of the first listing on NewConnect

Selected financials (PLN):

* unaudited

Financial instruments newly listed on NewConnect:

• 1,007,500 series A ordinary bearer shares,
• 160,000 series B ordinary bearer shares.