innoscripta AG / DE000A40QVM8

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE. 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, which digitizes all relevant workflows and ensures compliant documentation in the application process for R&D tax credits; it currently serves more than 1,700 customers With sustainable growth, strong profitability and high cash flow generation, innoscripta is well positioned in a large, under-served and fast-growing market for R&D tax credit software solutions, driven by self-reinforcing secular trends and an increasing awareness of the availability of R&D tax credits innoscripta operates a highly scalable business model with attractive unit economics and a resilient customer base innoscripta generated revenues of EUR 64.7 million in 2024 (2023: EUR 39.4 million) with an EBIT of EUR 37.3 million (2023: EUR 15.5 million) and in the three-month period ended 31 March 2025, revenues amounted to EUR 25.6 million (31 March 2024: EUR 11.5 million) with an EBIT of EUR 16.3 million (31 March 2024: EUR 4.9 million) An Initial Public Offering will allow the Company to further grow its business by increasing brand awareness and drive talent acquisition The Company is targeting a free float of at least 25% Munich, 6 May 2025 innoscripta AG[1] (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 for digitizing all relevant workflows in R&D and for ensuring compliant documentation for R&D tax credits, announces its plans for an Initial Public Offering ("IPO") and inclusion of its shares to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Scale segment) in the second quarter of 2025, subject to market conditions. The IPO is expected to solely consist of the offering of existing shares held by the Company’s major shareholders. The targeted free float of at least 25% is expected to create a liquid market for the Company’s shares. Importantly, innoscripta will remain a founder-managed business going forward, with founder and CEO Michael Hohenester together with Co-CEO and CFO Alexander Meyer retaining a significant stake in the Company. The lock-up period will be 12 months for the Company and 36 months for the selling shareholders, subject to certain exceptions.  Michael Hohenester, CEO and founder of innoscripta, said: “The planned IPO marks the next chapter in the innoscripta success story. We have managed to build innoscripta organically as a bootstrapped company without any external funding from private equity or venture capital. With the IPO, we aim to increase our brand awareness and the overall profile of the Company to further drive our sales efforts and strengthen our ability to attract new talent. The IPO is also a commitment to meet the high transparency standards of a listed company. Additionally, it will increase brand awareness by positioning ourselves as a trusted partner in critical R&D processes and as a leading provider of highly efficient SaaS solutions in the application process for R&D tax credits, allowing us to accelerate our growth strategy. Well-positioned to capitalize on a large market opportunity fuelled by increasing government support for indirect funding of R&D activities and the growing complexity of the R&D regulatory framework The R&D tax credit landscape is becoming increasingly complex due to increased regulation, stricter requirements, and intensified scrutiny of documentation for R&D tax credit claims. These conditions bolster innoscripta’s growth within its core market in Germany and support its targeted international expansion into markets such as the United Kingdom and France. The recent approval by the German parliament of a landmark EUR 1 trillion investment initiative to revitalize the nation's economy and strengthen its defence capabilities is expected to boost R&D investment in Germany and could be another growth catalyst for innoscripta. By using the innoscripta platform, customers can ensure compliance with these stringent documentation requirements, thereby reducing the risk of financial penalties and incorrect tax claims as a result of audits by national and local tax authorities. To date, innoscripta has built a strong customer base and supports more than 1,700 customers across more than twenty industries, while maintaining a very low churn rate of less than 2% in the last three years. innoscripta designed the back-end of its platform as a cloud-based SaaS solution to be scalable across multiple countries, industries and different use cases. The underlying concept of an easy-to-use platform with an independent infrastructure is geared to allow for a simple and fast adoption by its customers. The business model is based on multi-year exclusive contracts, typically with a duration of approximately three years, most of which are automatically renewed. innoscripta currently provides its customers with access to the innoscripta platform and generates its revenues by charging each customer a commission in the form of a percentage of the total recoverable R&D costs. Resilient business model combines sustainable growth with strong profitability and cash generation innoscripta’s resilient business model combines 1) sustainable top-line growth, 2) strong profitability fuelled by growth in its customer base and 3) high cash flow generation. innoscripta launched the innoscripta platform in 2021 and has a strong track record of revenue growth and profitability during the last 3 years. Revenues increased from EUR 27.3 million to EUR 39.4 million and to EUR 64.7 million for the fiscal years ended December 31, 2022, 2023 and 2024, respectively. innoscripta operates a highly scalable model with attractive unit economics and a resilient customer base. The EBIT increased more than 4x from EUR 9.2 million (EBIT margin 33.6%) to EUR 15.5 million (EBIT margin: 39.3%) and to EUR 37.3 million (EBIT margin 57.6%) for the years ended December 31, 2022, 2023 and 2024, respectively. The first quarter of 2025 was another strong financial result for innoscripta. Due to very strong filing activity in Q4 2024, the Company generated revenues of more than EUR 25 million in Q1 2025, representing 122.8% year-on-year revenue growth, and EBIT of more than EUR 16 million, representing an EBIT margin of approximately 65%. However, after a period of significant revenue and EBIT growth and being a "Rule of 100" company in recent years, the Company expects to normalize its growth profile in the medium term, in line with its peers. Given the cash generation of its business, innoscripta intends to distribute dividends in a range of 30% to 50% of its earnings after taxes for the fiscal year ending December 31, 2025 and thereafter, with a first dividend payment in 2026, subject to the availability of distributable profit (Bilanzgewinn) and distributable funds. Further growth supported by multiple growth levers innoscripta’s growth strategy focuses on mid-sized and large enterprises, including multinational corporations, given the favourable unit economics and incremental growth potential with international R&D teams outside Germany. This will allow innoscripta to expand internationally as a multinational organisation and generate revenue in new jurisdictions. In this context, innoscripta also intends to establish partnerships and collaborations with global accounting firms, specialised consultants and joint ventures as additional sales channels to accelerate growth in Germany and internationally. While the innoscripta platform is fully developed and has been successfully used by its customers for efficient and compliant R&D tax credit documentation, innoscripta continues to further invest to improve its modular software and to implement new use cases in addition to the key R&D workflow and project management, which is currently being rolled out, functions to benefit from up- and cross-selling opportunities with new and existing customers. With a leading position in a large and under-served market, a strong financial profile and a resilient business model, the Company is confident that it is well positioned for future growth. In addition, particularly as a result of investments in software development and the build-out of a highly successful sales force, innoscripta aims to capitalize on further growth levers, including internationalization and product expansion. Further details on the intended IPO innoscripta is a founder led business with significant employee ownership culture featuring more than 20 direct and indirect employee shareholders of which some have invested more than EUR 500,000 in the Company. 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 shares of innoscripta are planned to be included in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Scale segment). Berenberg is acting as the Sole Global Coordinator and Joint Bookrunner in connection with the planned transaction alongside Hauck Aufhäuser and M.M. Warburg & CO acting as further Joint Bookrunners.   ###   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 AG (in future: 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. 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.     [1] The general meeting of innoscripta has resolved to convert the legal form into a Societas Europaea (SE) and innoscripta currently expects the registration with the commercial register shortly.