LEGAL NOTICE
Important information
Before accessing the information posted on this website, please read carefully the following terms and conditions for accessing this website and the important information posted on it. By selecting the "NEXT" option below, you acknowledge that you have read the following important information, agree to the restrictions contained therein, and undertake to abide by such restrictions. Please note that the important information presented below may be subject to change or update. Accordingly, you should read and review them in their entirety each time you visit this website.
THE MATERIALS AND INFORMATION ON THIS WEBSITE ARE NOT SUBJECT TO, AND MAY NOT BE TRANSMITTED TO, AND ARE NOT INTENDED FOR DISTRIBUTION, ANNOUNCEMENT, PUBLICATION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REQUIRE REGISTRATION, FILING OR AUTHORIZATION IN SUCH JURISDICTION.
The materials and information to which you will gain access relate to or are related to the public offering (the "Offering") in the territory of the Republic of Poland of shares Series I ordinary bearer shares ("Shares") with subscription rights for existing shareholders. Public offering of ordinary bearer shares of Cosma S.A. (the "Company") of Series I with a nominal value of PLN 0.10 each in a total number from 10 (ten) to 59,639,544 (fifty-nine million six hundred and thirty-nine thousand five hundred and forty-four) requires a making available to the public an information memorandum (the "Memorandum").
SUBJECT TO THE PROVISIONS OF LAW, DOM BROKERAGE INC S.A. ("DM INC") OR ANY AFFILIATE OF DM INC IS NOT RESPONSIBLE FOR THE TRUTH, ACCURACY AND COMPLETENESS OF THE INFORMATION DISCLOSED IN THE MEMORANDUM, SUPPLEMENTS AND UPDATE COMMUNICATIONS TO THE MEMORANDUM, OTHER THAN THE INFORMATION PRESENTED IN CHAPTER IV, SECTION 11 OF THE MEMORANDUM. THE COMPANY IS RESPONSIBLE FOR THE TRUTHFULNESS, ACCURACY AND COMPLETENESS OF ALL INFORMATION CONTAINED IN THE MEMORANDUM.
The Memorandum, together with any supplements and update communications to the Memorandum, has been published and is also available in electronic form on the website of DM INC (https://dminc.pl). The Memorandum is the only legally binding document containing, for purposes of the Offering, information about the Company, the Company's shares (including the Shares) and the Offering. The Memorandum has not been subject to approval or review by the Financial Supervisory Commission. You should not make an investment decision before reading the Memorandum and any supplements and update communications to the Memorandum.
An investment in the Shares involves a number of investment risks, and investors should carefully and thoroughly read the entire Memorandum, in particular the risks associated with investing in the Offered Shares described therein. The materials on this website include the Memorandum, supplements and update communications to the Memorandum, if any, and information that is either promotional and used for the purposes of the Offering or constitutes information provided by the Company to the public as part of the Company's fulfillment of its disclosure obligations under applicable laws and regulations. When accessing the Memorandum via the Internet, please be aware that documents made available in this manner may be distorted or modified during the process of uploading or downloading.
The Company and DM INC, members of their bodies, employees or advisors shall not be liable for any discrepancies or distortions in the contents of this Memorandum, in particular that may arise as a result of the use of outdated or incompatible software by the person downloading the Memorandum or as a result of malicious software.
These materials and information do not constitute an offer to sell securities in the United States of America, Canada, Japan, Australia or any other jurisdiction where it would constitute a violation of applicable laws or require registration, filing 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, as amended (the "U.S. Securities Act"). The Company's securities have not been and will not be registered under the provisions of the U.S. Securities Act and may not be offered or sold in the United States except pursuant to an exemption from registration or in transactions not subject to the registration requirements of the U.S. Securities Act. Neither the Memorandum nor the shares of the Company covered by it have been and will not be subject to registration, approval or notification in any country outside the Republic of Poland, in particular in accordance with the regulations of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 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, and may not be offered or sold outside the Republic of Poland (including in other countries of the European Union, the United States of America, Canada, Japan and Australia), unless in the relevant country such offer or sale could be lawfully made without the Company and its advisors having to comply with any additional legal requirements in connection with the Offering. Any investor residing or having its registered office outside the Republic of Poland should familiarize itself with the relevant Polish laws and regulations of other countries that may apply to it in connection with participation in the Offering.
PLEASE BE ADVISED THAT THE MATERIALS AND INFORMATION TO WHICH YOU WILL GAIN ACCESS AND USE: (I) ARE SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED ABOVE, (II) ARE INTENDED FOR PERSONS / ENTITIES LOCATED IN AND ACCESSING THIS WEBSITE FROM THE TERRITORY OF POLAND, (III) ARE NOT DIRECTED TO PERSONS DEFINED AS "U.S. PERSON" AND TO PERSONS / ENTITIES WHO ACT FOR THE ACCOUNT OR ON BEHALF OF PERSONS DEFINED AS "U.S. PERSON" AS DEFINED IN REGULATION S ISSUED UNDER THE U.S. SECURITIES ACT, (IV) ARE NOT DIRECTED TO PERSONS / ENTITIES RESIDING IN CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH ACCESS TO THE MATERIALS AND INFORMATION CONTAINED IN THIS WEBSITE WOULD CONSTITUTE A VIOLATION OF THE RELEVANT PROVISIONS OF SUCH JURISDICTION'S LAWS OR WOULD REQUIRE REGISTRATION, FILING OR AUTHORIZATION IN SUCH JURISDICTION.
We draw your attention to the fact that viewing and accessing these materials in violation of the conditions indicated above may constitute a violation of the laws governing the trading of securities, particularly in Poland and the United States of America.
COSMA S.A.
Public offeringPublic offering - COMPLETED
On August 9, 2023. The Issuer's Board of Directors adopted Resolution No. 01/08/2023, on the successful completion of the issue of series I shares and their allocation. All 59,639,544 tendered shares were allotted in the basic and additional subscription tranches.
The Board of Directors has decided to close the subscription of series I shares and has indicated that in view of the subscription of all shares issued by the Company, it will not allocate shares in accordance with the procedure referred to in Article 436 § 4 of the Commercial Companies Code. Accordingly, the previously planned management tranche will not take place.
Deadline for subscriptions in exercise of Pre-emptive Rights and Additional Subscriptions
July 14-July 28, 2023
Cosma S.A. is a public company listed on the ASO NewConnect operated by the Warsaw Stock Exchange. The company, through a merger with Cosma Cannabis Ltd, leadsa business in the hemp supplement sector, which primarily aims to reduce stress and tension. Cosma Canabis Ltd. has been in business since 2020 and has developed natural and safe dietary supplements. The oils offered by the company are based on hemp extracts of the highest quality. Provide they have a proven and reproducible composition, easy dosage and no psychoactive tetrahydrocannabinol (THC) content.
Enrollment form for individuals
Enrollment form for legal entities
Information Memorandum
Supplement No. 1 to the Information Memorandum
Supplement No. 2 to the Information Memorandum
Public Offering
The subject of the Public Offering are ordinary bearer shares of Cosma S.A. (the "Company"), series I, with a par value of PLN 0.10 each, in a total number from 10 to 59,639,544 shares, at an issue price of PLN 0.18 (the "Offered Shares"). The Offering is carried out under a pre-emptive right.
Schedule of the Offer
July 6, 2023.
The last trading day to purchase on the NewConnect market, . shares of the Company with Pre-emptive Rights to subscribe for the Offered Shares
July 10, 2023.
Right-to-collect day
July 11, 2023.
July 14, 2023.
Commencement of acceptance of subscriptions in exercise of Pre-emptive Rights and Additional Subscriptions
July 28, 2023.
Completion of acceptance of subscriptions in exercise of Subscription Rights and Additional Subscriptions.
August 9, 2023.
Allocation of Offered Shares subscribed for in the exercise of Subscription Rights and in Additional Subscriptions
August 10-17, 2023.
Acceptance of subscriptions for Offered Shares not covered by the exercise of Pre-emptive Rights and in additional subscriptions by entities responding to the invitation of the Issuer's Management Board
August 18, 2023.
Allocation of shares to entities that respond to the invitation of the Issuer's Management Board
Issue targets
Issue target |
Capital requirements |
Planned completion date |
|
Investment in production capacity
|
PLN 1,650,000
|
check.24
|
| Development of new products, certification and capital for raw materials purchase |
PLN 2,350,000
|
sty.24
|
|
Marketing activities
|
PLN 1,100,000
|
check.24
|
|
Working capital related to the purchase of raw materials
|
1,035,117.92 PLN
|
check.24
|
|
Handling of targeted loans
|
PLN 4,600,000
|
Oct.23
|
| Total | 10,735,117.92 PLN |
For a detailed description of the issuance targets, see Chapter V, Section 13.6, in the Information Memorandum dated 11.07.2023.
How to sign up?
Step 1
A shareholder holding the Company's shares at least as of 6.07.2023 is entitled to exercise the Pre-emptive Right
Step 2
When you enter your brokerage account, in the list of services you should see a tab "Rights Issue", "Public Offerings" or similar
Step 3
After entering the appropriate tab, submit the subscription according to the procedure specific to each brokerage house
INC Brokerage does not accept subscription under the Subscription Right.
Subscriptions for Series I Shares on the basis of Subscription Rights should be submitted on the Subscription Deadline at branches (customer service points):
- brokerage house (office) that maintains the securities account in which the Subscription Rights are registered,
- brokerage house (office) designated by the bank that maintains the securities account in which the Subscription Rights are registered.
Subscriptions for Series I Shares under the exercise of pre-emptive rights and additional subscriptions will begin on July 14, 2023 and will be accepted until July 28, 2023.
Detailed rules of distribution are described in Chapter IV, item. 11 of the Information Memorandum dated July 11, 2023.
Subscription under Subscription Rights and Additional Subscription may be made during the business hours of the institutions accepting subscriptions and paid for in a manner consistent with the rules of these institutions. The Subscriber must take into account additional restrictions on the part of the institutions accepting subscriptions for Series I Shares, such as accepting subscriptions at limited times, at specific locations, or the need to pay additional fees.
For this reason, the Issuer advises all those eligible to subscribe for Series I Shares to familiarize themselves in advance with the terms and conditions of acceptance of subscriptions by brokerage houses maintaining their securities accounts or brokerage houses designated by banks maintaining their securities accounts.
In the event that all Series I Shares are not subscribed for under the exercise of pre-emptive rights and after taking into account additional subscriptions, subscriptions, if any, for the remaining Series I Shares by investors selected by the Management Board will be accepted from August 10 to August 17, 2023. Pursuant to Article 436 § 1-3 of the Commercial Companies Code, Series I Shares will be allotted by the Issuer's Board of Directors at its discretion, but at a price not lower than their issue price.
If under the exercise of subscription rights and after taking into account additional subscriptions not all Series I Shares are subscribed for, subscriptions, if any, for the remaining Series I Shares submitted by investors selected by the Board of Directors will be accepted by INC Brokerage S.A. (Intermediary Entity) in a manner agreed with the Intermediary Entity.
Cosma S.A.
The Company, formerly operating under the name Vabun, focused on wholesale and retail sales of Vabun brand cosmetics and perfumes. However, as a result of a change in business strategy and a review of strategic options, the Company's operations in the aforementioned area were discontinued. On December 30, 2021, the organized part of the enterprise related to the cosmetics business was sold.
On August 30, 2022, a plan to merge the company with Cosma Cannabis sp. z o.o. through acquisition was signed. All of the assets of Cosma Cannabis sp. z o.o. were transferred to the Issuer in exchange for shares in the Company. The merger of the two companies was registered on March 31, 2023.
Cosma S.A. is active in the hemp industry. The company has its own formulations of functional products for humans and animals. The company's products for humans, under the brands: "Cosma Cannabis" and "Full Spectrum", are available in key pharmacy chains in Poland and in the Company's e-commerce store (https://fullspectrum.pl/produkty/). Products for animals, under the "Green Paw" brand, are available in both traditional and e-commerce channels (https://greenpaw.pl/).
On April 26, 2023, the Company entered into an agreement with a contractor based in Portugal, under which it undertook to purchase products manufactured by the contractor and distribute them under the Company's private label in Poland. The agreement was concluded for a period of 2 years with an option to extend it for subsequent years. The parties established a sales forecast in the pharmaceutical channel, in the first year of distribution, at the level of EUR 500 thousand - EUR 950 thousand for 2-4 products in the RX category (prescription drugs). The Issuer's Management Board stipulates that the presented sales assumptions may differ from the actually realized results in the future.
Legal disclaimer
The public offering of Cosma S.A. shares is being conducted:
- Based on the available Information Memorandum,
- exclusively in the territory of the Republic of Poland.
Outside the borders of the Republic of Poland, the Information Memorandum shall not be treated as an offer to purchase or an offer to sell Shares or as an intention to solicit offers to purchase Shares in any other jurisdiction in which it would be inconsistent with applicable regulations to do so.
The information and documents posted on this website are not intended for publication or distribution outside the Republic of Poland. Neither the Information Memorandum nor the shares covered by it have been subject to registration, approval or notification in any country other than the Republic of Poland - in particular, in the United States of America.
The use of any of the documents is tantamount to confirming that the person performing this activity:
- is not located in the territory of the United States of America or in the territory of any other country whose laws make it unlawful to read such materials,
- is not a resident of the United States (U.S. Person) within the meaning of Regulation S (Regulation S), which is an enactment of the U.S. Securities Act of 1933, as amended (U.S. Securities Act of 1933), nor does he or she represent or act for the account of such person,
- has read and understood the objections posted above.
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