Medicortex Signs a Share Purchase Agreement (SPA) with Nosium Ab (publ) – Strengthens Path Toward Commercializing TBI Diagnostics

Following the signing of the SPA, both companies have begun working jointly to complete legal due diligence and to secure necessary approval from Nordic Growth Market (NGM) AB’s Nordic SME marketplace. These steps must be finalized before the transaction can be completed.

For Medicortex, the agreement represents an opportunity to join a broader corporate group capable of supporting the international expansion and commercialization of its diagnostic technology. The transaction provides Medicortex with a strengthened platform for growth, enabling it to focus its resources on clinical development, regulatory progress, and bringing its patented TBI biomarker innovations in saliva and urine to market. The valuation of EUR 1 per share reflects the perceived market potential of these biomarkers and the company’s underlying diagnostic platform.

The structure of the transaction is designed to be cash efficient. Existing Medicortex shareholders will receive new Nosium shares as consideration, meaning no cash will leave the combined organization. This approach preserves financial resources for ongoing development and future milestones. Under the key terms of the SPA, Nosium plans to acquire at least 70 percent and up to 89.9 percent of Medicortex. All consideration will be paid in new Nosium shares at the agreed valuation, and all Medicortex shareholders who join the transaction will do so under the same terms. Medicortex will be the major owner in the combined entity and it will maintain current operations of Medicortex without interruption.

Completion of the transaction is subject to certain conditions, including approval by Nosium’s Extraordinary General Meeting, approval by NGM Nordic SME regarding a change in Nosium’s main business, and sufficient participation from Medicortex shareholders.

Medicortex’s CEO, Dr. Adrian Harel says: “This agreement marks a transformative moment for Medicortex. By joining forces with Nosium, we gain the strategic stability and resources needed to accelerate the development of our TBI diagnostic platform. Our mission has always been to bring rapid, reliable brain injury detection to patients and clinicians worldwide, and this transaction significantly strengthens our ability to deliver on that promise.”

Forward-looking statements

Certain statements in this communication are forward-looking statements. They are based on the views of the company’s management, as well as the understanding and assumptions of the company’s management based on the information available at present, and due to this, they may be forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors, which may result in that the company’s actual future results, operations, achievements and performance of the sector may differ significantly from the expectations conveyed in these statements. Forward-looking statements are not a guarantee of the company’s operational or financial performance in the future.