RELATIONS WITH INVESTORS

On January 3, 2024, the Company’s Extraordinary Shareholders’ Meeting made changes to the Company’s Management Board. As of January 4, 2024, Mr. Ireneusz Fąfara was dismissed from the position of the President of the Company’s Management Board, and the function of the President of the Management Board was entrusted to the Company’s current Vice-President of the Management Board (and its former President), Mr. Paweł Wiśniewski. As of January 4, 2024, the Company’s Management Board has been functioning in a single-member composition – the function of the President of the Management Board is held by Mr. Paweł Wiśniewski.

On August 4, 2023, the Extraordinary Shareholders’ Meeting of the Company issued 1 to 2,592,593 series D shares. The final number of series D shares acquired amounted to 1,851,852 shares, as a result of which the Company’s share capital was increased to the current sum of: PLN 2,065,653.70. The share capital increase and the new consolidated text of the Company’s Articles of Association were registered in the Register of Entrepreneurs of the National Court Register on December 27, 2023.

The Company’s Annual Shareholders’ Meeting was held on January 31, 2023, which approved the Company’s financial statements for the period from August 1, 2021 to July 31, 2022, the report on the Company’s activities for the same period, as well as approved operations of all members of the Company’s Supervisory Board and Management Board, and adopted a resolution on loss coverage. The Company’s financial documents were submitted to the Repository of Financial Documents.

On 8th September 2021, the registry court registered a change of the Article 38 of the Company’s charter and adoption of the consolidated text of the Company’s charter.

On 24th March 2021, the Extraordinary General Meeting of shareholders of the Company adopted resolutions concerning modification of paragraph 1, paragraph 41 and paragraph 43 of the Company’s charter and adoption of a new consolidated text of the charter. An application to register the aforementioned modifications was submitted at the National Court Register.

On 18th August 2021, the Extraordinary General Meeting of shareholders of the Company adopted resolutions concerning modification of paragraph 38 of the Company’s charter and adoption of a new consolidated text of the charter. An application to register the aforementioned modification was submitted at the National Court Register within the prescribed term.

On 7th June 2021, the registry court registered a change of the Company’s name from HELIX IMMUNO-ONCOLOGY S.A. to a new one, namely: 4CELL Therapies S.A.

On February 2, 2021, HELIX IMMUNO-ONCOLOGY S.A. submitted the following documents to the Financial Document Repository for the fiscal year running from August 1, 2019 to July 31, 2020:

1. Financial statement,
2. Managing Board report on Company business activities,
3. Auditor’s opinion / report on the audit of the annual financial statement
4. Resolution on allocation of profit,
5. Resolution on approval of the annual financial statement.

On January 29, 2021, the Extraordinary Shareholders’ Meeting of Helix Immuno-Oncology S.A. passed a resolution on changes in the composition of the Company’s Supervisory Board, appointing Mr. Piotr Kamiński to the Company’s Supervisory Board. Due to the resignation of Supervisory Board Member, Mr. Heman Chao, the Company’s Supervisory Board functions in the following composition:

• Professor Sławomir Majewski – Chairman of the Supervisory Board
• Mr Andreas Kandziora – Member of the Supervisory Board
• Mr Piotr Kamiński – Member of the Supervisory Board

The Managing Board of HELIX IMMUNO-ONCOLOGY S.A. with the registered office in Gliwice at the address: ul. Bojkowska 59C, 44-100 Gliwice, entered under identification number KRS: 0000692806 into the register of entrepreneurs in the National Court Register, maintained by the 10th Economic Department of the National Court Register at the District Court in Gliwice, with the initial capital of 1,880,468.50 PLN, fully paid, identified by tax-payer’s ID [NIP]: 5252547574, company ID [REGON]: 146535883 (hereinafter also referred to as the „Company”), while fulfilling the obligation resulting from Art. 16, clause 1, of the act of 30th August 2019, amending the Commercial Company Code and some other acts (Journal of Laws of 2019, item 1798, as further amended – hereinafter also referred to as the „Act”), hereby summons shareholders of HELIX IMMUNO-ONCOLOGY S.A. to submit Company share certificates (multiple share certificates) at the registered office of the Company by 31st January 2021.

Share certificates can be submitted at the office of the Company in Warsaw at the address: ul. Gen. Sylwestra Kaliskiego 2B, 00-908 Warsaw, from Monday till Friday, from 9:00 till 15:00. Share certificates are submitted at the Company’s office against a written receipt issued to the shareholder.

The Company would also like to inform shareholders that:

1. The summons is related to obligatory dematerialization of shares imposed by the Act.
2. The summons to submit share certificates is addressed to shareholders five times, in intervals that are not longer one month and not shorter than two weeks.
3. The Company publishes an information note about the summons at the Company’s website, on the page dedicated to communication with shareholders, and does so for a period that is not shorter than three years since the date of publishing the first summons.
4. The validity of share certificates issued by the Company shall expire by law as of 1st March 2021. As of that date, entries in the register of shareholders maintained by an entity appointed by a resolution of the General Meeting of Company Shareholders acquire legal force.
5. A share certificate retains its force of evidence exclusively for the shareholder to prove to the Company that he has share-based property rights, and does so for the period of five years since the date, when the Act comes into force.
6. The Company summoned shareholders individually to submit share certificates at the Company’s office and did so in a manner provided for convening a General Meeting of Company Shareholders.

The Managing Board of the Company:
Ireneusz Fąfara – President of the Managing Board
Paweł Wiśniewski – Vice-President of the Managing Board

The Managing Board of HELIX IMMUNO-ONCOLOGY S.A. with the registered office in Gliwice at the address: ul. Bojkowska 59C, 44-100 Gliwice, entered under identification number KRS: 0000692806 into the register of entrepreneurs in the National Court Register, maintained by the 10th Economic Department of the National Court Register at the District Court in Gliwice, with the initial capital of 1,880,468.50 PLN, fully paid, identified by tax-payer’s ID [NIP]: 5252547574, company ID [REGON]: 146535883 (hereinafter also referred to as the „Company”), while fulfilling the obligation resulting from Art. 16, clause 1, of the act of 30th August 2019, amending the Commercial Company Code and some other acts (Journal of Laws of 2019, item 1798, as further amended – hereinafter also referred to as the „Act”), hereby summons shareholders of HELIX IMMUNO-ONCOLOGY S.A. to submit Company share certificates (multiple share certificates) at the registered office of the Company by 31st January 2021.

  Share certificates can be submitted at the office of the Company in Warsaw at the address: ul. Gen. Sylwestra Kaliskiego 2B, 00-908 Warsaw, from Monday till Friday, from 9:00 till 15:00. Share certificates are submitted at the Company’s office against a written receipt issued to the shareholder.

  The Company would also like to inform shareholders that:

1. The summons is related to obligatory dematerialization of shares imposed by the Act.
2. The summons to submit share certificates is addressed to shareholders five times, in intervals that are not longer than one month and not shorter than two weeks.
3. The Company publishes an information note about the summons at the Company’s website, on the page dedicated to communication with shareholders, and does so for a period that is not shorter than three years since the date of publishing the first summons;
4. The validity of share certificates issued by the Company shall expire by law as of 1st March 2021. As of that date, entries in the register of shareholders maintained by an entity appointed by a resolution of the General Meeting of Company Shareholders acquire legal force.
5. A share certificate retains its force of evidence exclusively for the shareholder to prove to the Company that he has share-based property rights, and does so for the period of five years since the date, when the Act comes into force.
6. The Company summoned shareholders individually to submit share certificates at the Company’s office and did so in a manner provided for convening a General Meeting of Company Shareholders.

The Managing Board of the Company:
Ireneusz Fąfara – President of the Managing Board
Paweł Wiśniewski – Vice-President of the Managing Board

The Managing Board of HELIX IMMUNO-ONCOLOGY S.A. with the registered office in Gliwice at the address: ul. Bojkowska 59C, 44-100 Gliwice, entered under identification number KRS: 0000692806 into the register of entrepreneurs in the National Court Register, maintained by the 10th Economic Department of the National Court Register at the District Court in Gliwice, with the initial capital of 1,880,468.50 PLN, fully paid, identified by tax-payer’s ID [NIP]: 5252547574, company ID [REGON]: 146535883 (hereinafter also referred to as the „Company”), while fulfilling the obligation resulting from Art. 16, clause 1, of the act of 30th August 2019, amending the Commercial Company Code and some other acts (Journal of Laws of 2019, item 1798, as further amended – hereinafter also referred to as the „Act”), hereby summons shareholders of HELIX IMMUNO-ONCOLOGY S.A. to submit Company share certificates (multiple share certificates) at the registered office of the Company by 31st January 2021.

Share certificates can be submitted at the office of the Company in Warsaw at the address: ul. Gen. Sylwestra Kaliskiego 2B, 00-908 Warsaw, from Monday till Friday, from 9:00 till 15:00. Share certificates are submitted at the Company’s office against a written receipt issued to the shareholder.

The Company would also like to inform shareholders that:

1. The summons is related to obligatory dematerialization of shares imposed by the Act.
2.  The summons to submit share certificates is addressed to shareholders five times, in intervals that are not longer one month and not shorter than two weeks;
3. The Company publishes an information note about the summons at the Company’s website, on the page dedicated to communication with shareholders, and does so for a period that is not shorter than three years since the date of publishing the first summons.
4. The validity of share certificates issued by the Company shall expire by law as of 1st March 2021. As of that date, entries in the register of shareholders maintained by an entity appointed by a resolution of the General Meeting of Company Shareholders acquire legal force.
5. A share certificate retains its force of evidence exclusively for the shareholder to prove to the Company that he has share-based property rights, and does so for the period of five years since the date, when the Act comes into force.
6. The Company summoned shareholders individually to submit share certificates at the Company’s office and did so in a manner provided for convening a General Meeting of Company Shareholders.

The Managing Board of the Company:
Ireneusz Fąfara – President of the Managing Board
Paweł Wiśniewski – Vice-President of the Managing Board

On 27th October 2020, the registry court – namely the District Court in Gliwice, 10th Economic Department of the National Court Register – registered an increase in the initial capital of Helix Immuno-Oncology S.A. The fully paid initial capital of the Company amounts now to 1,880,468.50 PLN.

The Managing Board of HELIX IMMUNO-ONCOLOGY S.A. with the registered office in Gliwice at the address: ul. Bojkowska 59C, 44-100 Gliwice, entered under identification number KRS: 0000692806 into the register of entrepreneurs in the National Court Register, maintained by the 10th Economic Department of the National Court Register at the District Court in Gliwice, with the initial capital of 1,321,950.00 PLN, fully paid, identified by tax-payer’s ID [NIP]: 5252547574, company ID [REGON]: 146535883 (hereinafter also referred to as the „Company”), while fulfilling the obligation resulting from Art. 16, clause 1, of the act of 30th August 2019, amending the Commercial Company Code and some other acts (Journal of Laws of 2019, item 1798, as further amended – hereinafter also referred to as the „Act”), hereby summons shareholders of HELIX IMMUNO-ONCOLOGY S.A. to submit Company share certificates (multiple share certificates) at the registered office of the Company by 31st January 2021.

Share certificates can be submitted at the office of the Company in Warsaw at the address: ul. Gen. Sylwestra Kaliskiego 2B, 00-908 Warsaw, from Monday till Friday, from 9:00 till 15:00. Share certificates are submitted at the Company’s office against a written receipt issued to the shareholder.

The Company would also like to inform shareholders that:

1. The summons is related to obligatory dematerialization of shares imposed by the Act.
2. The summons to submit share certificates is addressed to shareholders five times, in intervals that are not longer one month and not shorter than two weeks.
3. The Company publishes an information note about the summons at the Company’s website, on the page dedicated to communication with shareholders, and does so for a period that is not shorter than three years since the date of publishing the first summons.
4. The validity of share certificates issued by the Company shall expire by law as of 1st March 2021. As of that date, entries in the register of shareholders maintained by an entity appointed by a resolution of the General Meeting of Company Shareholders acquire legal force.
5. A share certificate retains its force of evidence exclusively for the shareholder to prove to the Company that he has share-based property rights, and does so for the period of five years since the date, when the Act comes into force.
6. The Company summoned shareholders individually to submit share certificates at the Company’s office and did so in a manner provided for convening a General Meeting of Company Shareholders.

The Managing Board of the Company:
Ireneusz Fąfara – President of the Managing Board
Paweł Wiśniewski – Vice-President of the Managing Board

On 3rd September 2020, the Extraordinary General Meeting of shareholders of Helix Immuno-Oncology S.A. (“Company“) adopted a resolution concerning:

1. An increase in the initial capital of the Company by the amount of 558,518.50 PLN through emission of 5,585,185 common registered shares, each with the nominal value of 0.10 PLN (10/100 PLN), marked as series C, while depriving hitherto shareholders of the stock right in whole and the right to change the charter of the Company.
2. Adoption of a consolidated text of the charter of the Company.

As a consequence of adoption of the above-mentioned resolutions by the Extraordinary General Meeting of shareholders of the Company, 5,585,185 common registered shares, each with the nominal value of 0.10 PLN, marked as series C, were acquired by the ACRX INVESTMENT LIMITED company with the registered office in Nicosia (Cyprus) through private placing. Series C shares were acquired in return for cash contribution. The issue price of series C shares is 1.35 PLN per share.

On 8th July 2020, the registry court – namely the District Court in Gliwice, 10th Economic Department of the National Court Register – registered an increase in the initial capital of Helix Immuno-Oncology S.A. The fully paid initial capital of the Company amounts now to 1,321,950.00 PLN.

On 23rd June 2020, the Extraordinary General Meeting of shareholders of Helix Immuno-Oncology S.A. (“Company”) adopted a resolution concerning:

1. An increase in the initial capital of the Company by the amount of 220,000 PLN (two hundred twenty thousand PLN) through emission of 2.200.000 (two million twenty hundred thousand) common registered shares, each with the nominal value of 0.10 PLN (10/100 PLN), marked as series B, while depriving hitherto shareholders of the stock right in whole and the right to change the charter of the Company.
2. Adoption of a consolidated text of the charter of the Company.

As a consequence of adoption of the above-mentioned resolutions by the Extraordinary General Meeting of shareholders of the Company, 2,200,000 (two million twenty hundred thousand) common registered shares, each with the nominal value of 0.10 PLN (10/100 PLN), marked as series B, were acquired by the JR Holding Alternatywna Spółka Inwestycyjna S.A. company with the registered office in Kraków (Poland) through private placing. Series B shares were acquired in return for cash contribution. The issue price of series B shares is 1.35 PLN (one 10/100 PLN) per share, i.e. the total cash contribution of the investor amounted to 2,970,000 PLN (two million nine hundred seventy thousand PLN). The shares acquisition agreement was concluded on 24th June 2020. The shares acquired by the investor constitute 16.64% share in the increased initial capital of the Company and give 2,200,000 (two million two hundred thousand) votes that constitute – upon registration of the increase in the initial capital of the Company by the registry court – 16.64% of the total number of votes.

On 4th June 2022, the Extraordinary General Meeting of shareholders of Helix Immuno-Oncology S.A. adopted resolutions concerning changes in the Managing Board by entrusting the function of the President of the Managing Board to Mr Ireneusz Fąfara and the function of the Vice-President of the Managing Board to Mr Paweł Wiśniewski, effective from 5th June 2020.

Since 5th June 2020, the Managing Board of the Company comprises two persons, namely:

1. Ireneusz Fąfara – President of the Managing Board
2. Paweł Wiśniewski – Vice-President of the Managing Board.

On 5th February 2020, HELIX IMMUNO-ONCOLOGY S.A. submitted the following documents related to the financial year lasting from 1st August 2018 to 31st July 2019 at the Repository of Financial Documents:

1. Financial statement,
2. Report on business activities,
3. Auditor’s opinion / report on the audit of the annual financial statement
4. Resolution on allocation of profit or loss coverage,
5. Resolution on approval of the annual financial statement.