KNF has approved the Syn2bio prospectus. The debut on the WSE is planned for April

The Polish Financial Supervision Authority (KNF) has approved the prospectus of Syn2bio, the company to which the Warsaw-listed Synektik intends to spin off its business connected with research on a cardiotracer and future commercialization of this innovative radiopharmaceutical with global sales potential. The prospectus is prepared and published in connection with the issue of demerger shares of Syn2bio, which will be allocated to Synektik’s shareholders. The debut of Syn2bio on the Warsaw Stock Exchange is scheduled for on or about 16 April 2026.

“According to plan, we are approaching the finalization of the division of Synektik,” said Cezary Kozanecki, founder and CEO of Synektik and CEO of Syn2bio. “Approval of the Syn2bio prospectus by KNF is a major step in this process. The next step will be passage of resolutions on the division by the general meetings of Synektik and Syn2bio, planned for 19 March, and then registration of the division by the court. Assuming these stages go as planned, on or about 16 April there will be two separate companies listed on the WSE.”

Cezary Kozanecki added: “Spinning off to Syn2bio the business connected with development of the cardiotracer, our flagship R&D project, will enable us to obtain new sources for its financing. This in turn will facilitate commercialization of the project at the most advantageous moment, upon completion of phase 3 clinical trials, or even upon registration of the product by the US Food and Drug Administration and the European Medicines Agency. Meanwhile, Synektik, which so far has financed the research costs, will gain space for further improvement in profitability and increased dividend distribution. Dividing the businesses will allow investors to make a more appropriate valuation of the two companies, reflecting their differing profiles and growth directions, which we believe in the longer term will translate into growth in their value.”

Issue of Syn2bio demerger shares for Synektik shareholders

The Syn2bio prospectus was prepared in connection with the issue of demerger shares, which will be allocated to Synektik shareholders via a public offering. The allocation will be made at a 1:1 ratio. This means that for each Synektik share held on the record date, the investor will receive one share of Syn2bio. This will happen “automatically,” without the need for shareholders to take any additional action. A total of 8,529,129 Syn2bio shares will be issued (the capital of Synektik is currently divided into the same number of shares).

It is the company’s intention for the record date to be set at 7 April 2026. Under this scenario, the stock-market trading session on 1 April (i.e. two trading days before the record date) will be the last session when it is possible to acquire Synektik shares entitling the holder to participate in the division. This also means that the reference share price for the following session (2 April) will be reduced by the value of the business spun off to Syn2bio, or about 7.73% (this proportion results from the valuation previously prepared for the purposes of the division plan, i.e. as of 30 June 2025). This value will also constitute the reference price for the first session of listing of Syn2bio shares on the WSE. According to the adopted timetable, the stock-market debut of Syn2bio is expected to occur on or about 16 April 2026.

Two promising companies on the WSE

The main business of Syn2bio will continue to be development and commercialization of the cardiotracer project, and in the future also seeking innovative new pharmaceutical compounds.

The cardiotracer SYN2 is an innovative radiopharmaceutical for testing of myocardial perfusion and diagnosis of coronary artery disease, with global sales potential. As a result of the division, Syn2bio will acquire from Synektik the exclusive rights to produce and sell this tracer throughout the world. It is also subject to patent protection on key markets, including Europe and Japan, and is in the process of obtaining patent protection in the United States. Synektik has successfully completed phase one and phase two of clinical trials, and is now at an advanced stage of the final, phase three trials. Positive completion of this phase will enable commencement of the registration process in Europe and the US, necessary for the market launch of the cardiotracer on those markets.

The main source of future revenues of Syn2bio will be partnering agreements, for example licences for production of the cardiotracer granted to third parties, in Western Europe and the US among other places, or in-house production of the radiopharmaceutical by Syn2bio. In the company’s view, the biggest potential connected with future commercialization of the cardiotracer lies in the United States, where some 7 million myocardial perfusion tests are performed each year. The market with the second-largest potential is Europe.

Synektik will furnish Syn2bio with the appropriate resources to continue the research over the first 12–14 months following the division. The total amount of financing secured by Synektik is PLN 50 million (counting from the date of the valuation of the companies for purposes of the division, i.e. from 30 June 2025). Syn2bio will also be able to seek funding from grants, subsidies and R&D financing schemes earmarked for SMEs, which are not currently accessible to Synektik as a large enterprise.

Alongside additional external financing, it will also be easier for Syn2bio, focused on development of the cardiotracer project and the search for new pharmaceutical compounds, to attract investors, including industry investors, who are interested in this business profile, accepting a different level of risk and expecting a higher potential rate of return in the future.

The other business currently conducted by Synektik will remain within the existing company. It will thus continue to handle such matters as distribution and servicing of innovative medical equipment (including the da Vinci robotic systems, as their exclusive distributor for Poland, Czechia, Slovakia, Lithuania, Latvia and Estonia, and from this year also Ukraine), development of its own IT solutions, production and sale of radiopharmaceuticals, as well as R&D in the search for generics of existing radiopharmaceutical products which do not require long-term clinical trials.

Synektik today is a mature, highly profitable company with the potential for further steady growth in sales and income. After finalizing the division, the results achieved by Synektik will no longer reflect the costs of research on the cardiotracer (which have run about PLN 20–30 million per year in recent years), which will translate into higher profitability, thus increasing the potential for distribution of dividends.

Anticipated timetable for the Synektik division and public offering of Syn2bio shares

12 March 2026	Approval of the Syn2bio S.A. prospectus by the Polish Financial Supervision Authority (KNF) and publication of the prospectus
19 March 2026	Adoption by the extraordinary general meeting of Syn2bio S.A. and the extraordinary general meeting of Synektik S.A. of resolutions on the division
24 March 2026	Adoption by the Warsaw Stock Exchange of a conditional resolution on admission of Syn2bio S.A. shares into trading on the regulated market (under the condition that the division becomes effective)
30 March 2026	Entry in the commercial register of the National Court Register of the increase in the share capital of Syn2bio in connection with the division of Synektik S.A. (Spinoff Date)
1 April 2026	Date of the last trading session when it is possible to acquire Synektik S.A. shares entitling the holder to take up Syn2bio S.A. shares
7 April 2026	Record Date
10 April 2026	Adoption by the WSE of a resolution on introduction of Syn2bio S.A. shares into trading on the regulated market
16 April 2026	First day of listing of Syn2bio S.A. shares on the regulated market of the WSE

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About the Synektik Group

The Synektik Group is a leading producer of advanced radiopharmaceuticals and IT solutions (including the Zbadani.pl medical platform and SynDose dose-monitoring app), a provider of specialist service and measurement support, and a distributor of innovative medical devices used in diagnostics and therapy across radiology, oncology, cardiology and neurology.

In medical-device distribution, the company works with a broad line-up of global manufacturers of diagnostic and therapeutic products and, on the strength of this portfolio and its expertise, delivers, among other things, hybrid operating theatres on a turnkey basis.

Synektik is the exclusive distributor in Poland, Czechia, Slovakia, Lithuania, Latvia, Estonia and Ukraine of da Vinci robotic systems for minimally invasive surgery, the exclusive distributor on these markets (except for Ukraine) of Symani robots for micro- and supermicrosurgery and Edison systems for non-invasive removal of soft-tissue tumours, and the exclusive distributor in Poland, Czechia and Slovakia of non-invasive neurosurgery systems using ultrasound (the MRgFUS technology for treatment of essential tremor and Parkinson’s disease-related tremor).

Synektik operates three radiopharmaceutical production facilities in Poland, one of which also serves as an R&D centre for developing innovative new products with applications in oncology, cardiology and neurology. The group is also developing its own clinical research centre. The company’s flagship development project is a cardiotracer—an innovative radiopharmaceutical with global potential in coronary artery disease diagnostics, currently in clinical trials. The company is also the leading supplier in Poland of specialized radiopharmaceuticals used, among other things, in diagnosing hepatocellular carcinoma and prostate cancer and its bone metastases.

In the most recent financial year (1 October 2024 – 30 September 2025), the Synektik Group generated sales revenue of nearly PLN 682 million (+9% y/y), achieved adjusted EBITDA of almost PLN 178 million (+24% y/y), and earned a net profit of close to PLN 103 million (+25% y/y).

For more information visit www.synektik.pl

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Contact:

NBS Communications

e-mail: synektik@nbs.com.pl

Piotr Wojtaszek | +48 500 202 355

Krzysztof Woch | + 48 516 173 691

Maciej Szczepaniak | +48 514 985 845

MakMedia Group

Błażej Dowgielski | +48 692 823 744

e-mail: b.dowgielski@makmedia.pl

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This material and the information contained herein are for informational purposes only and should not constitute a basis for making decision to purchase or subscribe for shares in Syn2bio S.A. with its registered office in Warsaw (“Company”).

The only legally binding documents containing information about the Company, the Company’s securities, the public offering and the admission and introduction of the Company’s shares to trading on the regulated market operated by Warsaw Stock Exchange S.A. (“GPW”) is Company’s prospectus prepared in accordance with 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 (Office Journal of the European Union of 2017, No 168, pp. 12, as amended) (“Prospectus Regulation”), approved by Financial Supervision Authority (“KNF”) on 12 March 2026 (“Prospectus”) together with any supplements and updates.

For the purposes of the offer and the admission and introduction of the Company’s securities to trading on the regulated market operated by the GPW, the Prospectus has been published and made available on the Company’s website (www.syn2bio.pl) and, additionally, for information purposes only, on the website of the investment firm (www.mdm.pl/bm/nowe-emisje).

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