innoscripta SE announces price range and offer structure for planned IPO

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innoscripta SE announces price range and offer structure for planned IPO

• IPO price range set between EUR 110.00 to EUR 140.00 per share
• Secondary offering by Company’s major shareholders of up to approx. 1.58 million existing shares
• Additional upsize option of up to approx. 0.28 million existing shares to further improve the liquidity and free float
• Overallotment option of up to approx. 0.28 million existing shares, totalling 15% of the aggregate offer size
• Post-IPO free float of up to approx. 21.4%
• Offer period is expected to commence on May 16, 2025 and end on or around May 21, 2025
• First day of trading on the Frankfurt Stock Exchange is expected to be on or around May 23, 2025

Munich, 15 May 2025 innoscripta SE (the "Company", and together with its consolidated subsidiaries "innoscripta"), a leading provider of a Software-as-a-Service ("SaaS") solution in the application process for research & development ("R&D") tax credits and R&D project management in Germany, has set the price range for its planned initial public offering (the “Offering”) at EUR 110.00 to EUR 140.00 per share. The final offer price will be determined by way of a bookbuilding process.

The Offering comprises of up to approx. 2.14 million existing shares (“Offer Shares”) from the holdings of the founder & CEO Michael Hohenester and Co-CEO & CFO Alexander Meyer (jointly the “Selling Shareholders”) as the major shareholders. The Offer Shares comprise:

• up to approx. 1.58 million existing base shares (“Secondary Base Shares”);
• up to approx. 0.28 million existing upsize shares to cover the upsize option (“Upsize Shares”); and
• up to approx. 0.28 million existing shares to cover the over-allotment option (“Over-Allotment Shares”).

The post-IPO free float is expected to be up to approx. 21.4%, subject to placement of all Offer Shares including the Upsize Shares and the Over-Allotment Shares. Depending on the final offer price and assuming a placement of all Over-Allotment Shares, the total placement volume is expected to be between approx. EUR 200 million and approx. EUR 255 million without exercising the upsize option and between approx. EUR 236 million and approx. EUR 300 million assuming full exercise of the upsize option.

The Company will not receive any proceeds from the sale of the Offer Shares. The Company will apply for inclusion of its shares in the Scale segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange, which the Company believes will enable it to increase its external profile, improve its brand awareness, in particular with existing and new customers, and drive talent acquisition, all of which will allow the Company to further grow its business. Additionally, the Company expects that the listing will diversify its access to capital market funding and facilitate diversifying its shareholder base.

innoscripta will remain a founder-managed business going forward, with founder & CEO Michael Hohenester together with Co-CEO & CFO Alexander Meyer retaining a significant stake in the Company. The lock-up period will be 12 months for the Company and for the Selling Shareholders, subject to certain exceptions.

The Offering is expected to consist of a public offering in Germany and international private placements including a U.S. private placement according to Rule 144A to Qualified Institutional Buyers. The period during which investors may submit purchase orders is expected to commence on May 16, 2025 and to expire on or around May 21, 2025. Retail investors (natural persons) may submit purchase orders for the public offering in Germany during the offer period through the syndicate banks and their affiliated entities. In addition, retail investors (natural persons) can place orders in the public offering in Germany, through the subscription functionality (Zeichnungsfunktionalität) DirectPlace© of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) expected to begin on May 20, 2025. The Offering is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and publication of the prospectus. Following approval, the prospectus will be published in the investors section of the Company’s website www.innoscripta.com.

Trading of the Company's shares on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Scale segment) is expected to commence on or around May 23, 2025, under the trading symbol “1INN” and the ISIN DE000A40QVM8.

Berenberg is acting as the Sole Global Coordinator and Joint Bookrunner in connection with the Offering alongside Hauck Aufhäuser and M.M.Warburg & CO acting as further Joint Bookrunners.

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About innoscripta

innoscripta is a leading provider of a Software-as-a-Service solution for research & development ("R&D") tax credits and R&D project management in Germany digitizing all relevant workflows and ensuring compliant documentation for R&D tax credits. The innoscripta platform provides solutions that help customers identify, validate, and manage R&D projects and ensure reliable and compliant documentation for R&D tax credits. The Company currently serves a sticky customer base of more than 1,700 customers who are active in over twenty industries. innoscripta is a founder-led, bootstrapped success story with a strong financial profile. The management team is executing a growth strategy focused on the proven success in Germany with additional upside from internationalization and product expansion.

innoscripta press

Alexander Meyer

Phone: +49 89 255553633

Email: ir@innoscripta.com

innoscripta Investor Relations

ir@innoscripta.com

Disclaimer

This announcement may not be, directly or indirectly, published, distributed or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of innoscripta SE (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge on the Company’s website (www.innoscripta.com) in the investors section.

In member states of the European Economic Area other than Germany, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of regulation EU 2017/1129, as amended (the "Prospectus Regulation"). In the United Kingdom, this announcement is only being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement contains forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "plans," "targets," "aims," "continues," "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding innoscripta’s intentions, beliefs or current expectations concerning, among other things, its prospects, growth, strategies and the industry in which innoscripta operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward-looking statements are not guarantees of future performance and events and that the development of innoscripta’s prospects, growth, strategies and the industry in which innoscripta operates as well as actual events may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the development of innoscripta’s prospects, growth, strategies and the industry in which it operates and future events are consistent with the forward-looking statements contained in this announcement, those developments may not be indicative of innoscripta’s results, liquidity or financial position or of results or developments in subsequent periods not covered by this announcement. Growth rates shown in this announcement are not necessarily indicative of future performance. Each of the Company, the selling shareholders and the joint bookrunners expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Each of Joh. Berenberg, Gossler & Co. KG, Hauck Aufhäuser Lampe Privatbank AG and M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien (together, the "Banks") is acting exclusively for the Company and the selling shareholders and no one else in connection with the planned offering of shares of the Company (the “Offering”) and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein. Each of the Banks and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the planned Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the planned Offering or otherwise. Accordingly, references in the prospectus, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective representatives accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The expected date of the inclusion in trading of shares of the Company in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Scale segment) (the "Inclusion") may be influenced by things such as market conditions. There is no guarantee that Inclusion will occur and no financial decision should be based on the intentions of the Company in relation to Inclusion at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

In connection with the offering of the shares in the Company, Joh. Berenberg, Gossler & Co. KG will act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the open market (Scale) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be May 23, 2025, and ending no later than 30 calendar days thereafter (the “Stabilization Period”). Stabilization transactions may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and it may cease at any time. Stabilization measures may be effected on any stock market, over-the-counter market, stock exchange or otherwise. In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the secondary base shares and the upsize shares to be offered in the IPO (the “Overallotment Shares”). The Selling Shareholders have granted the Stabilization Manager an option to acquire a number of shares in the Company equal to the number of Overallotment Shares at the offer price, less agreed commissions (so-called Greenshoe option). To the extent Overallotment Shares were allocated to investors in the IPO, the Stabilization Manager, acting for the account of the syndicate members, is entitled to exercise this option during the Stabilization Period.