Medinice S.A. in the Final Stage of Talks with a DACH Region Partner

The current stage directly follows discussions initiated in April 2026, when Medinice S.A. signed a Term Sheet with the DACH region partner concerning the planned transaction.

Following comprehensive due diligence, the parties focused on optimizing the originally analyzed transaction structure.

From Equity Acquisition to Project-and-Commercialization Model

The option initially under consideration involved Medinice S.A. acquiring a majority stake in the DACH-based entity, thereby assuming the role of shareholder and potential owner of the entire organization.

In the course of the evaluations, discussions shifted toward Medinice S.A. acquiring selected PFA technology projects without the necessity of acquiring an equity stake in the entire company.

This represents a transition from a traditional M&A model to a more selective project-and-commercialization model, in which Medinice S.A.'s resources can be deployed directly into specific technologies with the highest commercial potential.

Importantly, the DACH-based entity continues to be the partner. The primary change lies in the structure of the potential transaction: rather than an equity acquisition, discussions now focus on acquiring selected projects and their subsequent development and commercialization by Medinice S.A.

Lower Capital Commitment and Greater Financial Flexibility

One of the key outcomes of restructuring the transaction is a lower capital commitment compared to the originally analyzed M&A scenario.

A project-based collaboration model allows the Company to limit the scale of capital committed to a single transaction and concentrate funds on assets with the highest potential. At the same time, it is expected to positively benefit Medinice S.A.'s cash flow and financial flexibility.

From a shareholder perspective, this creates an opportunity to pursue strategic growth in the PFA segment with a lower capital burden on the Company. It also preserves greater capacity to allocate funds toward subsequent high-potential projects and technologies.

Advanced Projects and Potential for Faster Commercialization

The PFA projects currently under negotiation are at an advanced stage of development. In Medinice S.A.'s assessment, this may shorten the pathway to completing developmental milestones, conducting subsequent regulatory stages, and commencing commercialization.

Analyses carried out during due diligence also indicate the feasibility of integrating selected PFA technologies with Medinice S.A.'s existing portfolio. This could leverage the Company's established competencies and enhance the business potential of the acquired projects.

Strategic Direction Remains Fully on Track

The adjustment to the transaction structure does not represent a departure from Medinice S.A.'s strategic focus on the PFA field.

What is evolving is the execution model – moving from a potential full-entity acquisition to a more selective approach focused on specific technologies, their ongoing development, and commercialization.

This approach enables the Company to combine the potential of entering a highly promising market segment with more efficient capital allocation and enhanced financial flexibility.

Final Stage of Talks

Discussions with the DACH region partner are currently in their final stage. The parties are working on finalizing the project scope, economic and legal terms, as well as the implementation timeline for the potential transaction.

About Medinice S.A.

Medinice S.A. is a medtech company listed on the Warsaw Stock Exchange, developing innovative medical technologies in the fields of cardiology and cardiac surgery. The company's business model is based on the identification, development, clinical and regulatory validation, and commercialization of medical projects with high market potential.