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The laws of certain countries outside the Republic of Poland may restrict access to the information contained on this website. Please note that the Materials may be subject to change or update. Consequently, you should review and analyze them in their entirety each time you visit this website.
THE INFORMATION CONTAINED ON THIS WEBSITE IS NOT SUBJECT TO, CANNOT BE TRANSFERRED AND IS NOT INTENDED FOR DISCLOSURE, ANNOUNCEMENT, PUBLICATION AND DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REQUIRE REGISTRATION, NOTIFICATION OR OBTAINING PERMISSION IN SUCH JURISDICTION.THE MATERIALS DO NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES OF THE COMPANY SYN2BIO S.A. (“COMPANY”) IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, REPUBLIC OF SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION WHERE SUCH OFFERS OR SALES ARE UNLAWFUL. POTENTIAL USERS OF THE MATERIALS ARE REQUIRED TO FAMILIARISE THEMSELVES WITH THESE RESTRICTIONS AND TO COMPLY WITH THEM.
The prospectus published on this website constitutes a prospectus in the form of a single document within the meaning of the European Parliament and of the Council Regulation (EU) 2017/1129 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”) and was prepared by the Company (“Prospectus”). The Prospectus has been prepared in connection with: (i) a public offering of 8.529.129 series B ordinary bearer shares with the nominal value of PLN 0,50 each (“Spin-off Shares”), (“Public Offering”) and (ii) application for admission and introduction of Series B Shares and 200.000 series A ordinary bearer shares of the Company with a nominal value of PLN 0,50 each for trading in the regulated market organized by Warsaw Stock Exchange with registered office in Warsaw (“Admission”). Public Offering and Admission are associated with the division of Synektik S.A. with its registered office in Warsaw, entered in the Register of Entrepreneurs of the National Court Register under KRS number: 0000377574 (“Divided Company”) pursuant to Article 529 § 1(4) of the Polsih Commercial Companies Code, based on the transfer of part of Divided Company’s assets in form of and organized part of the enterprise to the Company in exchange for Spin-off Shares, acquired by shareholders of Divided Company (“Division”). Public Offering and Admission are exclusively related to Division and failure to carry them out will result in the Division not taking effect.
The only legally binding document containing information about the Company for the purposes of the public offering and applying for admission and introduction for trading in the regulated market of the Company shares is Prospectus, which was approved by Financial Supervision Authority on 12 March 2026 together with any published supplements to the Prospectus and updating announcements. Prospectus, together with any supplements to the Prospectus and updates to the Prospectus, has been published and will be available in electronic form on the Company’s website (www.syn2bio.pl) during its period of validity and, additionally, for information purposes only, on the website of the investment firm (www.mdm.pl/bm/nowe-emisje).
The approved Prospectus shall remain valid for a period of 12 months from the date of its approval, unless the Prospectus has not been complemented with a supplement referred to in the Prospectus Regulation. The obligation to complement the Prospectus in the event of new significant factors, material errors or material inaccuracies shall not apply if the Prospectus expires.
Financial Supervision Authority approves Prospectus solely as meeting the standards of completeness, intelligibility and consistency imposed by the Prospectus Regulation. Approval of the Prospectus should not be understood as approval of the Company or the quality of the securities that are the subject of the Prospectus. In approving the Prospectus, the Financial Supervision Authority does not verify or approve the Company’s business model, methods of conducting business or methods of financing. In the proceedings for the approval of the Prospectus, the accuracy of the information contained in the Prospectus, the level of risk associated with the Company’s operations, or the investment risk associated with the acquisition of the Company’s securities are not assessed. Investors should make their own assessment of the adequacy of investing in the shares offered on the basis of the Prospectus.
Investment in financial instruments involves the risk of losing some or all of the invested funds. Before making any investment decision regarding the purchase of shares, investors should carefully read and rely solely on the information contained in the Prospectus, together with any amendments to the Prospectus resulting from published supplements to the Prospectus or updating announcements.
Materials to which you will have access do not constitute an investment recommendation within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, or Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 complementing regulation on market abuse with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest. The information contained in the Prospectus does not constitute investment, legal, financial or any other type of advice.
The Prospectus shall not be treated as a proposal, offer or solicitation to purchase or subscribe for shares or any other financial instruments of the Company. Materials published on this website do not constitute any offer to purchase or subscribe for securities in the United States of America, Canada, Japan, Australia or in any jurisdiction in which such an offer would constitute a violation of applicable law or would require registration, notification or authorization. Securities may not be offered or sold in the United States of America unless they have been registered with the United States Securities and Exchange Commission or are exempt from registration under the relevant provisions of the U.S. Securities Act of 1933 (“U.S. Securities Act”), as amended. No securities issued in connection with the offering have been or will be registered under the U.S. Securities Act, as amended, and may not be offered or sold in the United States of America. Neither the Prospectus nor any securities of the Company have been or will be registered, approved or notified in any country outside the Republic of Poland, in particular in accordance with the Prospectus Regulation and the provisions of law issued on its basis. Any investor residing or having its registered office outside the Republic of Poland should familiarize themselves with the relevant provisions of Polish law and the regulations of other countries that may apply to them.
In connection with the sanctions imposed in response to Russia’s invasion of Ukraine, as set out in Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia’s actions destabilizing the situation in Ukraine and in Council Regulation (EC) No 765/2006 of 18 May 2006 concerning restrictive measures in view of the situation in Belarus and Belarus’s involvement in Russia’s aggression against Ukraine, no securities of the Company, including shares, will be offered to any Russian or Belarusian citizens or natural persons residing in Russia or Belarus, or any legal persons, other organizational units, entities or bodies established in Russia or Belarus. These restrictions do not apply to citizens of an EU Member State or to natural persons who hold a temporary or permanent residence permit in an EU Member State.
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Please note that viewing and accessing the Materials in violation of the above terms and conditions may constitute a violation of securities laws, particularly in Poland, the United States of America, Canada, Japan, and Australia.
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I DECLARE AND CONFIRM THAT I UNDERSTAND THE ABOVE TERMS AND CONDITIONS AND CONFIRM THAT I MEET THE CRITERIA FOR ACCESSING THE INFORMATION CONTAINED ON THIS WEBSITE. I AM NOT A RESIDENT OF OR HAVE MY REGISTERED OFFICE IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISCLOSURE OF THE MATERIALS CONTAINED ON THIS WEBSITE AND ON SUBSEQUENT WEBSITES WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REQUIRE REGISTRATION, I AM NOT LOCATED IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, EUROPEAN UNION MEMBER STATES OTHER THAN POLAND, AND I AM A RESIDENT OF POLAND PHYSICALLY PRESENT IN POLAND. I DECLARE AND CONFIRM THAT I WILL NOT TRANSMIT OR OTHERWISE SEND (REGARDLESS OF THE FORM) ANY MATERIALS TO ANY PERSONS IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE THE DISCLOSURE OF THE MATERIALS WOULD BREACH APPLICABLE LOCAL LAW OR REQUIRE REGISTRATION. I ACKNOWLEDGE AND CONFIRM THAT I UNDERSTAND THAT MY VIOLATION OF THESE TERMS AND CONDITIONS MAY CONSTITUTE ME IN VIOLATION OF APPLICABLE LAWS.