8-K
NIKA PHARMACEUTICALS, INC (NIKA)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIESEXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2024
(April 23, 2024)
NIKA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
| colorado | 000-56234 | 90-0292940 |
|---|---|---|
| (State or other jurisdiction of Nika Pharmaceuticals,<br> Inc.) | (Commission File Number) | (IRS Employer Identification<br> No.) |
2269 Merrimack Valley AvenueHenderson, NV 89044(Address
of principal executive offices) (Zip code)
(702)-326-3615Registrant's telephone number, including area
code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Section 2 – Financial Information
Item 2.01 Completion of Acquisition of Assets.
Effective May 9, 2024, Nika Pharmaceuticals, Inc. acquired 100% of Nika Pharmaceuticals, Ltd., a limited liability company registered in Bulgaria with UIC: 175420503. The ownership was acquired from Dimitar SlavchevSavov who is an officer, director and majority shareholder of Nika Pharmaceuticals, Inc. and general manager of Nika Pharmaceuticals, Ltd. for the nominal value of the capital of the company, 5,000 BGN. Nika Pharmaceuticals, Ltd.’s Actual State Certificate and Certificate of Registered Entriesare furnished below as Exhibits20.1 and 20.2 respectively.
With this acquisition, Nika Pharmaceuticals, Inc. becomes the owner of 99.99% in Nika Europe, Ltd. Previously, on April 29, 2024, Nika Pharmaceuticals, Ltd. made a non-monetary in-kind contribution of a production building and land to the capital of Nika Europe, Ltd. The building and land were officially valued at 3,683,800 BGN (2,045,209) USD by three independent evaluators appointed by the Bulgarian Registry Agency. A certified translation of the expertise for the valuation of the contribution in kind is furnished below as Exhibit 20.3.
Simply put, with the May 9, 2024 acquisition of Nika Pharmaceuticals, Ltd., Nika Pharmaceuticals, Inc. becomes the beneficial owner of a factory building and landvalued at 2,045,209 USD, situated in a strategic location in Sofia province, which were originally purchased and renovated by Dimitar Savov at his own personal expense.
Section 8 - Other Events
Item 8.01 Other Events.
On April 23, 2024, Nika Europe, Ltd. signed a Supply Agreement with Shanghai Marya Pharmaceutical Engineering & Project Co., Ltd. for the purchase, supply, and installation of a complete vial production line equipment adhering to Good Manufacturing Practice (GMP) standards, costing $957,670. Dimitar Savov has paid the initial down payment of $191,534 from his personal money. The equipment is scheduled to be produced, delivered, and installed in the Bulgarian production building by the end of Q4, 2024.
Item 9.01 Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| NIKA PHARMACEUTICALS, INC. | ||
|---|---|---|
| Dated: May 10, 2024 | By: | /s/ Dimitar SlavchevSavov |
| Dimitar SlavchevSavov | ||
| Chief Executive Officer, | ||
| Director |
Nika Pharmaceuticals, Inc.: Exhibit 20.1 - Filed by EDGARhub LLC
Nika Pharmaceuticals, Inc.: Exhibit 20.2 - Filed by EDGARhub LLC
Nika Pharmaceuticals, Inc.: Exhibit 20.3 - Filed by EDGARhub LLC
Translation from Bulgarian language
ATTENTION TO MINISTER OF JUSTICE, REGISTRYAGENCY EXPERTISE for the valuation of acontribution in kind According to Act No. 20240318194933 /03/20/2024 OF THE REGISTRY AGENCY
1. Fantina Rangelova Rangelova, Sofia (Capital), Capital Municipality, Sofia, ZIP code: 1000, 1A Sultan Tepe Str., e-mail: fantina_frp@abv.bg ****
2. Biyanka Pencheva Pandeva, **** region Sofia (Capital), Capital Municipality, Sofia, ZIP code: 1680, Ovcha Kupel housing estate, 1 Frank Lloyd Wright Str., e-mail: bianka67@abv.bg****
3. Lyubomir Panchev Mutafchiev, **** region Sofia (Capital), Capital Municipality, Sofia, ZIP code: 1421, 59 Milin Kamak Str., e-mail: liybomir@gmail.com ****
I. ASSIGNMENT OF THE EXPERT VALUATION
As per the EXPERT APPOINTMENT ORDER No. 20240318194933/ 03/20.2024, in conjunction with the Order No. 20240318194933-3/ 03/27/2024, in accordance with Article 72, paragraph 2 of the Commercial Law, the Registration Officer assigns a valuation expert with the responsibility: preparation of avaluation report for a non-monetary contribution to the capital of 1. NIKAEUROPE OOD, UIC: 206925008.
importers, partners/shareholders
NIKA PHARMACEUTICALS EOOD, UIC: 175420503
Type of in-kind contribution: Title to the following real estate:
| ☒ | Land with identifier 52012.71.983 (fifty<br> two thousand and twelve point seventy one point nine hundred and eighty<br> three), according to the cadastral map and cadastral registers, approved<br> by order RD-18-572/ 08/16/2019 of the Executive Director of the Agency of<br> Geodesy, Cartography and Cadaster, with the last amendment of the<br> cadastral map and cadastral registers affecting the immovable property as<br> of 07/06/2022, with address: Novi Han village, Elin Pelin Municipality,<br> Sofia District, with an area of 4,464 (four thousand four hundred<br> and sixty-four) square meters, permanent land use –<br> agricultural, type of permanent use – for other type of<br> manufacturing, warehouse, previous identifier – none, previous plan<br> number 000983 (nine hundred and eighty-three), neighbors: properties with<br> identifiers 52012.71.329 (fifty-two thousand and twelve point seventy-one<br> point three hundred and twenty- nine), 52012.179.532 (fifty-two thousand<br> and twelve point one hundred and seventy- nine point five hundred and<br> thirty-two), along with the structure built on the property.<br> | |
|---|---|---|
| Telephone: | +359 888 122 853 | Website: www. slovored2020. com |
| --- | --- | --- |
| +359 887 956 595 | E-mail: office@slovored2020. com | |
| HQ: | Office 13, 110A Bulgaria Blvd., | |
| Sofia 1618, Bulgaria | Page 1 of 16 | |
| ☒ | Building with identifier 52012.71.983.1 (fifty two thousand and twelve point seventy one point nine hundred<br> and eighty three point one), on the cadastral map and cadastral registers,<br> approved by order RD-18- 572/16.08.2019. of the Executive Director of the<br> Agency of Geodesy, Cartography and Cadaster, with the last amendment of<br> the cadastral map and cadastral registers affecting the immovable property<br> from 07/06/2022, 52012.71.983 (fifty two thousand and twelve point seventy<br> one point nine hundred and eighty three), with a building area of 1,551 (one thousand five hundred and fifty one) square meters, number of levels: 1 (one), designation: agricultural building,<br> previous identifier – none, previous plan number – none, with the<br> property's neighbors according to the title deed: from the east – road;<br> from the north – road; from the west – road; from the south – property No.<br> 000329. | |
| --- | --- |
II. REASONS FOR FULLFILLMENT OF THE VALUATION
This valuation is based on the grounds of article 72, paragraph 2 of the Commercial Law.
Date of the Valuation
The valuation was carried out as of 04/08/2024.
III. SOURCES OF INFORMATION
The following resources were utilized and validated to facilitate the expertise:
| 1. | Appointment of Expert Witnesses # 20240318194933/20.03.2024 |
|---|---|
| 2. | Nika Pharmaceuticals Ltd. is formally requesting the<br> Registry Agency to assign experts for the valuation of a contribution in<br> kind. |
| 3. | Notarized Title Deed confirming ownership of real estate<br> through prescriptive possession, No. 140, Volume 3, Reg. No. 2931, Case<br> 457/2005. |
| 4. | Notarized Title Deed of real estate transaction through<br> purchase and sale, No. 28, Volume 7, Reg. No. 6094, Case<br> 1131/2007. |
| 5. | Notarized Title Deed for ownership of immovable property<br> No. 50, volume 2, reg. No. 944, file 190/2010. |
| 6. | Building permit No. 255/07.08.2009 of the municipality of<br> Elin Pelin; |
| 7. | Certificate 01/ 01/07/2010 for the initiation of<br> construction: Transformation of a pre- existing reinforced concrete<br> structure into a manufacturing and warehousing facility dedicated to stone<br> processing. |
| 8. | Plan No. 15-752815/ 07/06/2022 of landed estate with<br> identifier 52012.71.983 |
| 9. | Plan No. 15-752804-06.07.2022 of a building with<br> identifier 52012.71.983.1 |
| 10. | Inspection carried out on site: information from real<br> estate agencies and websites |
IV. CONSTRAINTS AND ASSUMPTIONS
| ☒ | report, along with the analyses, summaries, and<br> conclusions encapsulated within, are grounded on the subsequent<br> constraints: |
|---|---|
| ☒ | The valuators involved in this valuation have wholly<br> depended on data, facts, and documentation supplied by the developer<br> and/or the proprietor of the properties under valuation. These are deemed<br> trustworthy and have not been subjected to additional verification;<br> |
| ☒ | The responsibility for the information provided lies<br> solely with the developer and/or the property owner;<br> |
| ☒ | The valuators presume that the foundational information<br> acquired is comprehensive, precise, and correct; |
| --- | --- |
| ☒ | Valuators shall not be held accountable for any<br> incomplete, inaccurate, or erroneous information submitted, despite their<br> diligent efforts to verify and cross-check it; |
| ☒ | The analyses and valuations provided in this valuation<br> are relevant only to the specific objective outlined in the report and are<br> not applicable beyond the context of this report; |
| ☒ | No legal or other form of analysis of the subject matter<br> of the valuation has been conducted in the creation of this valuation,<br> beyond the procedures and methodology empl oyed and detailed in this<br> document; |
| ☒ | The information, judgments, and opinions contained in<br> this valuation, sourced from parties other than the signatories of the<br> report, are considered reliable but have not been independently verified;<br> |
| ☒ | The liability of the valuators in relation to this expert<br> report is limited to the amount of the fee received for its preparation,<br> in accordance with the Act appointing the valuators; |
| ☒ | The valuators who have signed this report have no current<br> or future interest in the subject matter of the valuation; |
| ☒ | The valuators are not related to the principal, the<br> owner, or the user of the object of the valuation as per § 1, item 3 of<br> the Tax Insurance Procedure Code and have no obligations towards them.<br> |
The following requirements have been met in the preparation of this report:
| ☒ | Commercial Law – Article 72 and Article 73; |
|---|---|
| ☒ | Independent Valuators Act; |
| ☒ | Valid valuation standards – Bulgarian Valuation<br> Standards /BVS/ in force since 06/01/2018; |
| ☒ | The Code of Professional Ethics of the Chamber<br> of Independent Valuators; |
The experts who have signed this report have no present or future interest in the subject matter of the valuation.
V. EXPLANATORY MEMORANDUM
V.1. BRIEF PRESENTATION OF THE PARTIES
NIKA PHARMACEUTICALS EOOD
| 1. UIC: | 175420503 |
|---|---|
| 2. Company name | NIKA PHARMACEUTICALS |
| 3. Legal form | Single owner limited liability company |
| 5. Seat and registered office | District: Sofia (Capital),<br> Municipality: Capital Municipality; <br>City: Sofia, ZIP code: 1680 Krasno<br> Selo district <br>61A Nishava Str., level 3, apartment 6 |
| 6. Objects | Production and trading in pharmaceutical and<br> medicinal products, pharmaceutical preparations, substances, cosmetics,<br> chemical and food products, nutritional supplements, cosmetics; import and<br> export, re-export; commercial representation and brokerage, and all other<br> activities not prohibited by law, and the activities that require a permit<br> or license regime – after the appropriate permit or license . |
| --- | --- |
| 7. General Manager | Dimitar Slavchev Savov |
| 23. Single owner of the capital | Dimitar Slavchev Savov |
| EQUITY | |
| 31. Amount | BGN 5000 |
| 32. Paid-in capital | BGN 5000 |
The capital of the company amounts to BGN 5,000 (five thousand), split into 100 (one hundred) shares of BGN 50 (fifty) each.
NIKA EUROPE OOD
| 1. UIC: | 206925008 |
|---|---|
| 2. Company name |  |
| 3. Legal form | Limited liability company |
| 4. Seat and registered office | District: Sofia (Capital), Municipality: Capital<br> Municipality; <br>City: Sofia, ZIP code: 1680 Krasno Selo district<br> <br>61A Nishava Str., level 3, apartment 6<br> |
| 5. Objects | Manufacture and sale of pharmaceutical products, both<br> wholesale and retail, acquisition of goods and other items for resale<br> either in their original state or after processing, engaging in commercial<br> operations – including both import and export activities, conducting<br> warehousing services, leasing of both movable and immovable properties,<br> acting as commercial representatives and agents for both Bulgarian and<br> foreign individuals and legal entities domestically and internationally,<br> along with undertaking any other activities not forbidden by law.<br> |
| 6. General Manager | Dimitar Slavchev Savov |
| 7. Members | Dimitar Slavchev Savov, Country: BULGARIA, shareholding:<br> BGN 100.<br><br> <br>Nika Pharmaceuticals, Inc., Identification: 2004119512,<br> Foreign legal entity, Country: USA, shareholding : BGN 200.<br><br> <br>NIKA BIOTECHNOLOGY, INC., identification NV19991213,<br> Foreign legal entity, country: USA, shareholding: BGN 200. |
| EQUITY | |
| 31. Amount | BGN 500 |
| 32. Paid-in capital | BGN 500 |
The capital of the company amounts to 500 /five hundred/, divided into 500 /five hundred/ equal shares with face value of BGN 1 /one/ each, as follows:
| ☒ | Dimitar Slavchev Savov – owner of 100 /one<br> hundred/ shares with face value BGN 1 /one/ each, for a total face value<br> 100 /one hundred/ BGN, corresponding to 20%/twenty percent/ of the capital<br> of the company |
|---|---|
| ☒ | Nika Pharmaceuticals, Inc., with identification<br> number 2004119512 – owner of 200 /two hundred/ shares with face value 1<br> /one/ BGN each, for a face value of BGN 200 /two hundred/, corresponding<br> to 40% /forty percent/ of the company's capital |
| ☒ | Nika Biotechnologies, Inc., with identification<br> number NV19991213 – owner of 200 /two hundred/ shares with face value of<br> BGN 1 /one/ each, with total face value of BGN 200 /two hundred/,<br> corresponding to 40% /for ty percent/ of the company's capital. |
V.2 CONCLUSIONS DERIVED FROM EXAMINATION, PROPRIETARYDOCUMENTS, GEOGRAPHICAL POSITION AND FACILITIES, CADASTRAL AND ZONING STATUS,DESCRIPTION OF THE SUBJECTS UNDER VALUATION
Location
The property under consideration for valuation is situated in the village of Novi Han, within the jurisdiction of the Elin Pelin municipality, in the Sofia region. and 24 km away from Sofia. The location of the property, subject to valuation, is classified as an industrial area – positioned at the entrance of the village, in close proximity to Gara Elin Pelin – a site previously occupied by a farm. The location is marked by the presence of warehouse and manufacturing structures that cater to a variety of operations. The location boasts a well-established infrastructure, inclusive of water supply, electricity, gas, and roads with long-lasting pavement. The area lacks a sewage system, with wastewater being directed into septic tanks. The area is highly accessible in terms of transportation.
Cadastral and zoning status
LAND PROPERTY
Land property with identifier 52012.71.983 , with address: Novi Han village, Elin Pelin Municipality, Sofia District, has surface area of 4,464 square meters, permanent designation of the territory – agricultural, permanent use method – for other type ofproduction, storage site and with the following adjacent plots: properties with identification number 52012.71.329, 52012.179.532 and streets on all three other sides.
The valuated property exhibits a rectangular layout, featuring a declivity that necessitates its division into two terraces, accessible via a ramp and staircase. The property is entirely surrounded by a metallic barrier, composed of columns and metal panels. Vertical development has been implemented – the unoccupied portion of the yard is fully cemented.
Cadastral reference
Source: https://kais.cadastre.bg/bg/Map
Land property 52012.71. 983, Sofia District, Elin Pelin Municipality, Novi Han village, type of property: private, public organizations. Type of territory: Agricultural, HTII. For miscellaneous type of manufacturing, warehouse unit, surface area of 4,464 square meters, legacy identification number: 000983, Approval Order by the Commission of Cartography and Cadaster, No. RD-18-572/16.08.2019 of the Executive Director of the Agency of Geodesy, Cartography and Cadaster.
Reference in the Zoning Plan of Elin Pelin Municipality
Source: http://www.elinpelin.org/,
According to the Zoning Plan (ZP), the plot is a zoned area and falls within the Mixed MultiUse Area.
| Mixed Multi-Use Zone – (MMA) | |||
|---|---|---|---|
| Maximum construction Density in % | maximum intensity quotient | minimum landscaped area | maximum ledge elevation in m . |
| 60 | 2.0 | 30 | up<br> to 15 |
For the development encompassing industrial, warehouse, residential, administrative, commercial, and service structures, including workshops, industries that produce harmful emissions and have negative environmental impacts are prohibited. The construction of residential floors and dormitories for enterprise staff is permitted. The development also allows for the establishment of retail stores, food service businesses, pharmacies, medical offices, kindergartens, vocational-technical schools, and professional bases. A minimum of 20% of the land plot should be dedicated to tall tree vegetation. The development indicators for the southern properties will be determined by a Zoning Plan and must not exceed the maximum allowable values stipulated in Article 7, item (2) of Regulation No. 19 of the Ministry of Agriculture and the Ministry of Regional Development and Public Works, as well as the Elin Pelin Master Plan. The restrictions on building height do not apply to production buildings that require a greater height due to operational requirements. The maximum allowable spatial development indices are in line with Chapter 5 of Ordinance No. 7, which outlines the rules and regulations for the zoning development of individual types of territories and zoning development areas, dated 22 December 2003 (Amended in SG, issue 21, 2015)
BUILDING
The structure identified as 52012.71.983.1, situated on landplot 52012.71.983 , serves manufacturing purposes. Initially, it functioned as a cowshed, but underwent significant remodeling and reconstruction in 2010. The construction activities were grounded on:
Building Permit No. 255/07.08.2009, issued by Elin Pelin Municipality;
Certificate 01/07.01. 2010 for commissioning of a construction site:
Transformation of a pre-existing reinforced concrete hallinto a manufacturing and warehousing unit for stone processing.
The building's footprint spans 1551 sq. m, complemented by a terrace that extends across the entire western facade, covering an areaof 49 sq. m. Additionally, a partial second floor, which takes up a portion of the building's internal volume, has a floor area of 134.38 sq. m. Consequently, the total floor area post-transformation will amount to 1734.38sq. m.
Cadastral reference
Source: https://kais.cadastre.bg/bg/Map
Building 52012.71.983.1, Sofia District, Elin Pelin Municipality, Novi Han village, type of property: Private, public organizations, functional designation: Agricultural Building, number of levels: 1, built-up area of 1,551 square meters, order for approval of the Commission for Cartography and Cadaster No. RD-18-572/16.08.2019 of the EXECUTIVE DIRECTOR OF THE AGENCY OF GEODESY, CARTOGRAPHY AND CADASTER.
The construction of the manufacturing facility is modular,consisting of load-bearing pillars and beams made of reinforced concrete, withthe peripheral walls being composed of assembled panels. The structure is a singular, voluminous hall. The roof is constructed from reinforced concrete roofing panels. The exteriors of the manufacturing facility are insulated, coated with plaster, and painted. The window frames are made of aluminum.
The configuration of the manufacturing facility is detailed as follows:
| ☒ | A partial second level is dedicated to administrative<br> functions, comprising individual offices, a small kitchen, and a restroom.<br> |
|---|---|
| ☒ | The core structure of the building houses two expansive,<br> distinct areas and several smaller spaces designated for various uses such<br> as the primary electrical panel, gas boiler, storage, restroom, etc.<br> |
Photograph of themanufacturing facility layout
The interior arrangement is characterized by:
| ☒ | Flooring – the main building features<br> self-leveling antibacterial flooring, while the office area is adorned<br> with self-leveling mosaic and terracotta flooring, and the restrooms are<br> fitted with terracotta flooring; |
|---|---|
| ☒ | Walls – finished with plaster and paint, with<br> bathroom walls tiled; |
| ☒ | Ceilings – painted roof panels. |
The engineering infrastructure incorporates elements such as a central water supply, a sewage system that drains into a sizable septic tank, and gasification. The facility is equipped with its own transformer station boasting a capacity of 400kV. At present, heating is facilitated by air conditioners, with plans underway to install photovoltaic panels on the roof to cater to the site's electricity requirements.
A recent refurbishment involved the interior repainting of walls and ceilings.
The manufacturing facility's technical and operationalstatus has been deemed by the valuators to be in excellent condition.
VI. EVALUATION OF THE IN-KIND CONTRIBUTION
1. Value standard
The evaluation has been compiled in adherence to the stipulations of the Bulgarian Valuation Standards (BVS), which have been in effect since 1 June 2018. These standards align with the Independent Valuators Act (IVA) and are obligatory for all independent valuators registered in the Public Register of the Bulgarian Chamber of Independent Valuators.
Definitions related to the basis of value, according toBVS:
"Value" in the context of object/asset valuation is the monetary representation of the object's or asset's worth, as determined by an independent valuator. This valuation reflects the utility and inherent value of the object or asset for a specific purpose, at a distinct moment in time, within a particular market. It also considers any relevant circumstances that may influence the valuation process.
"Market value" encapsulates information and conditions pertaining to the potential market actualization of the item/asset under appraisal. It does not consider the unique attributes and/or benefits of an item/asset that hold value for a specific owner or buyer. Instead, it mirrors attributes and/or benefits associated with the physical, technical, technological, geographical, economic, legal, and other significant circumstances of the item/asset being appraised by the valuators.
Definitions:
Real estate – BVS is interpreted as properties located in zoned regions, along with structures and construction installations in other regions.
Land Property – a defined tract of territory, inclusive of areas perpetually submerged in water, demarcated based on ownership.
Zoned Land Property – a specific land property whose boundaries, access points from streets, roads, or alleys, designated use, and zoning regulations have been explicitly outlined in the detailed development plan.
2. Valuation method
The Comparative Method is employed*, utilizing the* Market Comparisons (Analogues) Method.
The comparative strategy determines value by juxtaposing the asset or object under valuation with identical or analogous assets or objects for which pricing data is accessible.
3. Conclusion
Based on the appraisal conducted by the real estate specialists, the Land Property identified as 52012.71.983 , located in the village of Novi Han, within the jurisdiction of Elin Pelin Municipality, Sofia Region, with an area of4,464 square meters. This property is primarily used for agricultural purposes, but also serves as a site for other types of production and warehousing, together with the Building identified as 52012.71.983.1 , also situated in the village of Novi Han, under the governance of Elin Pelin Municipality, Sofia District, transforming a pre-existing reinforced concrete hall into a manufacturing and warehousing unit for stone processing, covering an area of 1,551 squaremeters, inclusive of a terrace built alongside the complete western facade, with surface area of 49 square meters and a partial second floor (occupying a portion of the internal building volume) with built-up area = 134,38 squaremeters. The total built-up area after the restructuring shall become 1734,38 square meters, property of NIKA PHARMACEUTICALS EOOD, UIC: 175420503, detailed in this expertise and as the result of expressing the Market Comparisons ***(Analogues) Method (***please refer to thespreadsheet calculations enclosed herein below), a rounded market valuehas been defined, for the valuated real property, equal to:
BGN 3,683,800 or 1,883,500 EUR
including:
FOR THE BUILDING: BGN 3,180,200 FOR THE ADJACENTTERRAIN: BGN 503,600
The valuation of the contribution in kind to the capital of NIKA EUROPE OOD, UIC: 206925008, formed from the value of the real estate offered for in-kind contribution, amounts to:
A total of BGN 3,683,800 (three million sixhundred and eighty-three thousand eight hundred leva)
[Translator’s note: 3,683,800 BGN isequal to USD 2,045,209 at the date of drafting thisreport.] ****
4. Allocation of shares
In consideration of the in-kind contribution of 3,683,800 (THREE MILLION SIX HUNDRED EIGHTY THREE THOUSAND AND EIGHTHUNDRED) LEVA,
the contributing partners/shareholders NIKA PHARMACEUTICALS EOOD, UIC: 175420503 ARE ENTITLED TO A SHARE IN THE CAPITALOF NIKA EUROPE OOD, UIC: 206925008, DISTRIBUTED AS FOLLOWS:
3,683,800 (three million six hundred and eighty three thousand and eight hundred) company shares with a face value of BGN 1 each.****
368 380 (three hundred sixty eight thousand three hundred and eighty) company shares with a face value of BGN 10 each.
36,838 (thirty-six thousand eight hundred and thirty-eight) company shares with a face value of BGN 100 each.
Sofia, April, 2024 Experts: [signature – illegible]
Fantina Rangelova Rangelova
[signature – illegible] Lyubomir Panchev Mutafchiev
Valuation Expertise on Act No. 20240318194933-3/ 03/27/2024
Comparative Sales Method
| Valuation site | Building with identifier 52012.71.983.1,<br> located in the land plot 52012.71.983.1 has production functions.<br> Transforming a pre-existing reinforced concrete hall into a manufacturing and storage facility for stoneprocessing. The building has a floor area of 1,551 sq. m., a terrace built<br>along the entire western elevation with a floor area of 49 sq. m. and a partial<br>second floor (occupying part of the internal volume of the building) with a<br>floor area of 134.38 sq. m. Thus, the total floor area after the reconstruction<br>is 1734,38 sq. m., built in Land plot with identifier 52012.71.983 with anarea of 4,464 sq. m., village of Novi Han, municipality of Elin Pelin, Sofia<br>district | ||||
|---|---|---|---|---|---|
| Analog 1 | Analog 2 | Analog 3 | Analog 4 | Analog 5 | |
| --- | --- | --- | --- | --- | --- |
| Type of property | manufacturing <br>building | manufacturing <br>building | manufacturing building | manufacturing building | manufacturing <br>building |
| Address | Grigorevo <br>village, Sofia<br>District | Town of Elin <br>Pelin | Town of Elin <br>Pelin | Ravno <br>village | Pole Ravno Pole <br>village |
| Offer Price() | 2,604,000 | 3,240,000 | 3,200,000 | 259,000 | 2,100,000 |
| Area (sq. m.) | 1,237. 00 | 3,000.00 | 3,285.00 | 271.00 | 3,673.00 |
| Offer Price(/sq. m.) | 2,105. 09 | 1,080.00 | 974.12 | 955.72 | 571.74 |
| Deduction for Marketability (%) | -5% | -5% | -5% | -5% | -5% |
| Offer date | April 2024 | April 2024 | April 2024 | April 2024 | April 2024 |
| Adjustment (%) | 0% | 0% | 0% | 0% | 0% |
| Location | Grigorevo <br>village, Sofia<br>District | Town of Elin<br>Pelin | Town of Elin <br>Pelin | Ravno Pole <br>village | Ravno Pole <br>village |
| Adjustment (%) | 1% | -1% | -1% | 1% | 1% |
All values are in Euros.
Technical parameters
| Construction type | prefabricated – bearing reinforced concrete columns and beams, enclosing walls are mounting panels | prefab | prefab | prefab | prefab | prefab |
|---|---|---|---|---|---|---|
| Adjustment (%) | 0% | 0% | 0% | 0% | 0% | |
| Year of construction | 2009 | no data | 2023 | 2023 | no data | no data |
| Adjustment (%) | 0% | -1% | -1% | 0% | 0% | |
| Surface area | 1,734.38 | 1,237. 00 | 3,000.00 | 3,285.00 | 271.00 | 3,673.00 |
| Adjustment (%) | 0% | 2% | 2% | -1% | 2% | |
| Floor | 1 floor | 1 floor | 1 floor | 1 floor | 1 floor | 1 floor |
| Adjustment (%) | 0% | 0% | 0% | 0% | 0% | |
| Current condition | ||||||
| Current condition | very good | very good | very good | very good | good | good |
| Adjustment (%) | 0% | 0.00% | 0.00% | 2.00% | 3.00% | |
| Installations (electrical, plumbing, central heating, elevator, security system, etc.) | developed | developed | developed | developed | developed | developed |
| Adjustment (%) | 0% | 0% | 0% | 0% | 0% | |
| Additional premises (basement, storage, parkingsurface area of space, etc. ) | Land Property with ID No. 52012.71.983 with surface area of 4,464 square meters | terrain with an area of 8,374 square meters | Zoned Land Property with surface area of 5,500 square meters | no data | plot of 1,376 sq. m. | Land Property with surface area of 9,065.00 square meters |
| Adjustment (%) | -3% | 0% | 0% | -3% | ||
| --- | --- | --- | --- | --- | ||
| Furniture: | yes | yes | yes | no | ||
| Adjustment (%) | 0% | 0% | 0% | 0% | ||
| Final adjustment (%) | -7% | -5% | -5% | -2% | ||
| Post-adjustment /square meters) value ( Analogs | /€ 1,957.74 | € 1,026.00 | 925.42 | 560 .30 € | ||
| Post-adjustment value (/square meter)<br> / Object of valuation: | BGN 2,124 | 1,086 | ||||
| market value PRODUCTION AND WAREHOUSE<br> BUILDING: | BGN 3,683,820 | 1,883,520 |
All values are in Euros.
[Translator’s note: 3,683,820 BGN isequal to USD 2,045,209 at the date of drafting thisreport.]
| Analog 1 | 2,170 000 EUR, price is not inclusive of VAT,<br> selling an industrial premise, Grigorevo village, Sofia District<br> <br> 1,237 square meters, ground floor, out of 2 total floors; Sale of<br> production and warehouse facility, situated at the Podbalkanski Road<br> in the direction of Varna, on ,<br>call: 0889999413 |
|---|---|
| Source | https://www.imot.bg/pcgi/imot.cgi?act=5&adv=1p166481494990868&slink=aiv26v&f1=1 |
| Analog 2 | 2,700,000 EUR, price is not inclusive<br> of VAT, selling an industrial premise, town of Elin Pelin, Sofia<br> District <br>3,000 square meters, We offer to your attention a project for<br> industrial premises under construction (to be completed in 2023) , <br><br> call.: 0888408055 |
| Source | https://www.imot.bg/pcgi/imot.cgi?act=5&adv=1p166072005108776&slink=aiv26v&f1=1 |
| Analog 3 | 3,200,000 EUR, selling an Industrial<br> Premise, town of Elin Pelin, Sofia District <br>3,285 square meters, brick<br> 2023, Unique Estates has the pleasure of presenting you with a newly<br> developed logistics center, situated in the village of , call: 0882 300<br> 400 |
| Source | https://www^,^.imot.bg/pcgi/imot.cgi?act=5&adv=1p168750751352766&slink=aiv26v&f1=1 |
| Analog 4 | 259,000 EUR, selling INDUSTRIAL<br> PREMISE, Ravno Pole village, Sofia District AND <br>271 square<br> meters, Heating Power Plant, Ravno Pole village, situated in the Sofia<br> fields, which is where the name is derived from. Situated approximately 20<br> km away from downtown , telephone: 02/ 439 4000 |
| Source | https://wwwLimoLbg/pcgi/imot.cgi?ac1^5&adv=1p171017093809288^ |
| Analog 5 | 2,100,000 EUR, selling an Industrial<br> Premise, Ravno Pole village, Sofia District <br>3,673 square meters,<br> Verila Industrial Zone, Nebosklon Agency is selling an INDUSTRIAL<br> COMPLEX (RLE I for production, warehouse and commercial operations ,<br> <br>call: 0877811111 |
| Source | https://www.imot.bg/pcgi/imot.cgi?act=5&adv=1p171110397599466&slink=aiv26v&f1=1 |
Valuation Expertise on Act No. 20240318194933-3/ 03/27/2024
Comparative Sales Method
| Valuation site | Land property with identifier 52012.71.983, with address: Novi Han village, Elin Pelin Municipality,<br> Sofia District, has surface area of 4,464 square meters, permanent<br> designation of the territory – agricultural, permanent use method – for<br> other type of production, storage site | |||
|---|---|---|---|---|
| Site under valuation | Analog 1 | Analog 2 | Analog 3 | |
| Type of property | plot | plot | plot | plot |
| Address | Town of Elin Pelin | |||
| --- | --- | --- | --- | |
| Description of the<br> property | Land Property | Land Property | Land Property | |
| Offer Price () | 200,000 | 460,000 | 360,000 | |
| Area (sq. m.) | 2,134 .00 | 4,800.00 | 4,861.00 | |
| Offer Price (/sq. m.) | 93.72 | 95.83 | 74.06 | |
| Deduction for Marketability<br> (%) | -5% | -5% | -5% | |
| Offer date | April 2024 | April 2024 | April 2024 | |
| Adjustment (%) | 0% | 0% | 0% | |
| Location | Town of Elin Pelin | Ravno Pole village | Petkovo village | |
| Adjustment (%) | -1% | 1% | 1% |
All values are in Euros.
Technical parameters
| Urban planning indicators | industrial property in the industrial zone of<br> the town of Elin Pelin | for warehouse industrial and commercial<br> activities | for industrial construction |
|---|---|---|---|
| Adjustment (%) | 0% | 0% | 0% |
| Surface area | 2,134.00 | 4,800.00 | 4,861.00 |
| Adjustment (%) | 1% | 0% | 0% |
| View, accessibility, relief, shape | flat | flat | flat |
| Adjustment (%) | 0% | 0% | 0% |
| Designation | Zoned | Zoned | Zoned |
| Adjustment (%) | 0% | 0% | 0% |
| External connections (electrical.<br> power supply, plumbing, gasification, central<br> heating) | good | good | good |
| Adjustment (%) | 0% | 0% | 0% |
| External connections (electrical.<br> power supply, plumbing, gasification, central<br> heating) | no information | no information | no information |
| Adjustment (%) | 0% | 0% | 0% |
| Miscellaneous: | undeveloped | undeveloped | undeveloped |
| Adjustment (%) | -30% | -30% | -30% |
| Final adjustment (%) | -35% | -34% | -34% |
| Post-adjustment value (/square<br> meters) / Analogs | € 60.92 | € 63,25 | € 48.88 |
| Post-adjustment value: | 113 BGN | 58 EUR | |
| Market value: | 503,620 BGN | 257,490 EUR |
All values are in Euros.
[Translator’s note: 503,620 BGN isequal to USD 279,605 at the date of drafting this report.]
| Analog 1 | 200,000 EUR, price is not inclusive of VAT,<br> selling a PLOT, town of Elin Pelin, Sofia District <br>2,134 square<br> meters, Zoning, electricity, regulation, power supply, water, real<br> property agency <br>Your Home offers to sell an industrial property in the<br> industrial area , telephone: 0888237111 |
|---|---|
| Source | https://www.imot.bg/pcgi/imot.cgi?act=5&adv=1r171196401440599&slink=aiv4nd&f1=1 |
| Analog 2 | 460,000 EUR, selling a PLOT, Ravno<br> Pole village, Sofia District <br>4,800 square meters, Zoning, Power<br> Supply, Water, plot in Ravno pole village, situated in a <br>warehouse<br> industrial and commercial activities. The property is adjacent to other ,<br> telephone: <br>0885851885 |
| Source | https://www.imot.bg/pcgi/imot.cgi?act=5&adv=1r163515076156570&slink=aiv4nd&f1=1 |
| Analog 3 | 360 000 EUR, selling PLOT, Petkovo<br> village, Sofia District <br>4861 square meters, Zoning, Electricity,<br> Water, Agency HOUZEZ offers plot /Zoned Land <br>Estate/ in the village of<br> Petkovo, Elin Pelin municipality . The plot is zoned, and has a village of<br> <br>, telephone: 029963769 |
| Source | https://www.imot.bg/pcgi/imot.cgi?act=5&adv=1r171222407507149&slink=aiv4nd&f1=1 |
Valuation Expertise on Act No. 20240318194933-3/ 03/27/2024
VISUAL MATERIALS
I, the undersigned translator Kaloyan Todorov Kirilov, docertify the translation from Bulgarian to English language of the documentherewith, consisting of 16 (sixteen) pages, is true and correct.
