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Governance

Corporate Bodies

Board of Directors

The Board of Directors, appointed by the Shareholders’ Meeting of 4th December 2023, will remain in office until the approval of the financial statements as at 31st December 2025.

Marcantonio Angelo Merafina

Chairman of the Board

Rocco Alvaro

Board member

Maria Cristina Murelli

Indipendent Board member

Giuseppe Puttini

Indipendent Board member

Board of Statutory Auditors

The Board of Statutory Auditors, appointed by the Shareholders’ Meeting of 4th December 2023, will remain in office until the approval of the financial statements as at 31st December 2025.

Federico Albini

Chairman of Statutory Auditors

BIO

Pierluigi Pipolo

Standing Auditor

BIO

Giuseppe Tosto

Standing Auditor

BIO

Marco Dagrada

Alternate Auditor

BIO

Gerardo Sgueglia

Alternate Auditor

BIO

Auditing Firm

The auditing mandate was assigned to BDO Italia S.p.A., with registered office in Milan, viale Abruzzi n. 94, until the date of the Shareholders’ Meeting called to approve the financial statements as at 31st December 2024.

Documents and Procedures

By-Laws

Related Parties Procedure

Procedure for the internal management and external communication of price sensitive information

Internal Dealing Procedure

Internal Dealing

There are no documents available at the moment.

Shareholders' Meetings

There are no documents available at the moment.

Investor Relations

Press Releases

2024/04/12 – ORDINARY SHAREHOLDERS’ MEETING: PUBLICATION OF NOTICE OF MEETING AND FILING OF DOCUMENTS

2024/01/29 – CORPORATE EVENTS CALENDAR 2024 APPROVED

2024/01/19 – Cloudia Research S.P.A.: ESERCITATA INTEGRALMENTE L’OPZIONE GREENSHOE IN AUMENTO DI CAPITALE – TERMINATA L’ATTIVITA’ DI STABILIZZAZIONE

2023/12/22 – Cloudia Research S.P.A. notified to CONSOB the KID regarding the “WARRANT CLOUDIA 2023 – 2025”

2023/12/22 – Cloudia Research successfully debuts on Euronext Growth Milan

2023/12/20 – Cloudia Research admitted to trading on Euronext Growth Milan

2023/12/15 – Cloudia Research, Submitted Application for Admission to Trading

Financial Presentation

There are no documents available at the moment.

Financial Calendar

2024

DataEvento
28 marzo 2024Consiglio di Amministrazione
Approvazione del progetto di bilancio consolidato chiuso il 31 dicembre 2023
29 aprile 2024Assemblea dei Soci
Approvazione del bilancio consolidato chiuso il 31 dicembre 2023
26 settembre 2024Consiglio di Amministrazione
Approvazione della relazione finanziaria semestrale al 30.06.2024, sottoposta volontariamente a revisione contabile limitata da parte della società di revisione

Financial Documents

30/06/2023

Interim Consolidated Financial Statements as at 30 June 2023

Pro forma interim financial information as at 30 June 2023

Audit report on the interim financial statements 30 June 2023

Audit report on the pro-forma interim financial information as at 30 June 2023

31/12/2022

Financial Statements as at 31 December 2022

Pro forma financial information as at 31 December 2022

Audit report on the annual accounts 2022

Audit Report on Pro Forma Financial Information as at 31 December 2022

Info for Shareholders

Share Capital

Il capitale sociale di Cloudia Research S.p.A. è pari ad Euro 483.886,55 suddiviso in n. 4,242,500 ordinary shares and no. 112,500 Plural Voting Shares.

The Ordinary Shares of Cloudia Research S.p.A. are admitted to trading on Euronext Growth Milan.

Prezzo di Ammissione€1,90
MercatoEuronext Growth Milan
Numero Azioni ordinarie4.242.500
Ticker AzioniAGAIN.MI
Codice ISIN AzioniIT0005577090
Numero Warrant210.500
Ticker WarrantWAGAIN.MI
Codice ISIN WarrantIT0005576670

Shareholders

The following table illustrates the composition of the shareholding structure, according to the results of the Shareholders’ Register and on the basis of other information available to Cloudia Research S.p.A.:

AzionistaN° azioni ordinarieN° azioni a voto plurimoN° azioni totali% capitale sociale% diritti voto
Marcantonio Angelo Merafina2.137.500112.5002.250.00051,66 %54,04 %
Altri azionisti soggetti a lock-up52.000052.0001,19 %1,14 %
Mercato2.053.00002.053.00047,14 %44,83 %
Totale4.242.500112.5004.355.000100,00%100,00%

Last update: 22/01/2024

Disclosure Obligations for Significant Shareholders

According to the Euronext Growth Milan Issuers’ Regulation, Cloudia Research S.p.A. (the “Company”) must promptly disclose and make available to the public any Substantial Change communicated by Significant Shareholders in their ownership structure.

According to the Euronext Growth Milan Issuers’ Regulations and Article 15 of the Company’s Articles of Association, anyone holding at least 5% of a class of financial instruments of the Company is a “Significant Shareholder”.

The exceeding of the 5% threshold and the reaching or exceeding of the 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% thresholds constitute, according to the Transparency Discipline, a “Substantial Change” that must be communicated, pursuant to Article 15 of the Articles of Association, by the Significant Shareholders to the Company’s Board of Directors.

In this regard, each Significant Shareholder must notify the Company of the following information within four trading days, starting from the day on which the transaction resulting in the Substantial Change was carried out:

  • the identity of the Significant Shareholders involved;
  • the date on which the Substantial Change of Shareholdings occurred;
  • the price, amount and category of the Company’s financial instruments involved;
  • the nature of the transaction;
  • the nature and amount of the Significant Shareholder’s stake in the transaction.

The communication can be made using the form attached below, to be sent via PEC and via e-mail to the following addresses: dyflowing@pec.it; investor.relator@cloudiaresearch.com.

Main Advisors

SOCIETA'RUOLO
Illimity Bank S.p.A.Euronext Growth Advisor, Global Coordinator
MIT SIM S.r.l.Specialist
BDO Italia S.p.A.Società di Revisione
Legance – Avvocati AssociatiConsulente legale
First – Tax & LegalConsulente fiscale e giuslavoristico dell’Emittente
Twister communications group S.r.l.Advisor di comunicazione

Investor Relations Manager

Analysts Coverage

There are no documents available at the moment.

IPO / Registration Document

Terms and Conditions

TERMS AND CONDITIONS

In order to gain access to this Admission Document and other information contained in the following pages, you must accept and understand the following terms and conditions, including the terms written in Italian. You must read them carefully and specifically agree to all terms, conditions and obligations before accepting them to be able to read make use of the information contained herein. These terms and conditions may be modified in the future, therefore you must read and accept them each time that you request access to these pages.

The admission document reported in this section of the website (the The admission document reported in this section of the website (the “Admission Document“) has been prepared in accordance with the issuers’ regulations of the multilateral trading facility called “Euronext Growth Milan” organized and managed by Italian Stock Exchange (Borsa Italiana S.p.A), for the purpose of admission of the ordinary shares(the “Shares“) and warrants (the “Warrants“) of Cloudia Research S.p.A. (the “Company” or “Cloudia“) to that multilateral trading facility. The offer of financial instruments contemplated in the Admission Document and any other information contained in the following pages do not constitute a “public offering,” as defined by Legislative Decree No. 58 of February 24, 1998, as amended and supplemented (the “TUF“), and therefore it is not necessary to prepare a prospectus in accordance with the formats provided for in EU Delegated Regulation No. 2019/980.

Therefore, the Admission Document does not constitute a prospectus and its publication does not have to be authorized by CONSOB pursuant to EU Regulation No. 2017/1129 or any other rule or regulation governing the preparation and publication of prospectuses pursuant to Articles 94 and 113 of the TUF, including the Issuers’ Regulations adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented. The information contained in this section of the website is disseminated in accordance with Articles 17 and 26 of the Euronext Growth Milan Issuers’ Regulations.

The Admission Document and any other information contained in this section of the website The Admission Document and any other information contained in this section of the website is accessible only by persons who: (a) are resident in Italy and who are not domiciled or otherwise currently located in the United States of America, Australia, Japan, Canada as well as in any other country in which the dissemination of the Admission Document and/or such information requires the approval of the competent local authorities or is in violation of local rules or regulations (“Other Countries“); and (b) are not “U.S. Persons” as defined in Regulation S of the United States Securities Act of 1933, as amended, nor are they persons acting on their behalf or for their benefit without the existence of a special registration or specific exemption to registration provided under the United States Securities Act and applicable law. “U.S. Persons” in the above sense are precluded from accessing this website, downloading, temporarily or permanently storing and/or saving the Admission Document and any other information contained in this section of the website. The information contained in this section of the website may not be copied or forwarded. For no reason and under no circumstances may the Admission Document and any other information contained in this section of the website be circulated, either directly or through third parties, to persons in the conditions set forth in (a) and (b) of the preceding paragraph and, in particular, in the United States, Australia, Japan, Canada, or the Other Countries.

Regulation S of the United States Securities Act of 1933, as subsequently amended, defines as a “U.S. Person“: (1) any natural person resident in the United States; (2) “partnerships” and “corporations” incorporated and organized under the laws in force in the United States; (3) any property whose directors or managers are a “U.S. Person”; (4) trusts whose trustee is a “U. S. Person“; (5) any agency, branch, or subsidiary of a person located in the United States; (6) accounts of a non-discretionary naturenon-discretionary accounts“); (7) other similar accounts (other than property or trusts), managed or administered on a fiduciary basis for the account or benefit of a “U.S. Person”; (8) “partnerships” and “corporations” if (A) incorporated and organized under the laws of any foreign jurisdiction; and (B) formed by a “U.S. Persons” for the principal purpose of investing in securities not registered under the United States Securities Act of 1933, unless incorporated or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not individuals, estates or trusts..

Non-compliance with this provision may result in a violation of the United States Securities Act or applicable law in other jurisdictions.

The information contained in this website (or in which other website by which this website by hypertext links) does not constitute an offer or invitation to offer promotional activities in relation to Shares and/or Warrant against any citizen or person resident in Canada, Australia, Japan or the United States of America or in another Country which such acts not permitted in unlawful absent exemption or authorization specifications by the competent authority. Shares and Warrant are not, neither will be subject of registration in accordance with United States Securities Act of 1933, as amended or pressure some regulatory authorities of any State or other jurisdiction of the United States of America and may not be offered or sold in the in the United States of America, or on behalf or benefit of, a “U.S. Person”, as defined above indicated, in absence of that registration or expressed exemption from this requirement or in other countries.

In order to access this website, to the Admission Document and to any other information contained in the following pages, I declare under my own responsibility to be resident in Italy and not to be domiciliated neither to be now in the United States of America, Australia, Japan, Canada or in other Countries end not to be a “U.S. Person” like defined in Regulation S of the United States Securities Act of 1993, as amended.

Warrant

december 22nd 2023 – Cloudia Research, KID Warrant

december 20th 2023 – REGULATION OF “WARRANT CLOUDIA RESEARCH 2023-2025”