Bit&Brain spins off its Elevvo Salud branch in favor of Elevvo Therapeutics

Bit&Brain Technologies, S.L. has agreed to partially spin off its autonomous business branch Elevvo Salud in favor of Elevvo Therapeutics, S.L., in a corporate restructuring operation unanimously approved in the extraordinary and universal general meetings of both companies, held on August 25, 2026. The agreement was made public in the Official Gazette of the Mercantile Registry (BORME) number 166, of August 28, 2026, page 6023, with the official reference BORME-C-2026-4824.

The operation is carried out within the framework of Royal Decree-Law 5/2023, of June 28, on structural modifications of commercial companies, which regulates the spin-off as a means for the block transfer, by universal succession, of a part of the assets of the spun-off company. The transfer comprises the business branch called Elevvo Salud, under the terms and conditions set forth in the corresponding Partial Spin-off Project.

An operation approved without prior formalities

Since the agreements were adopted in a universal meeting and by the unanimity of all partners with voting rights, the operation has benefited from the exemptions provided for in Article 9 of RDL 5/2023. The prior publication or filing of the documents required by law, the announcement regarding the possibility of making observations, and the administrators’ report on the spin-off project were not necessary.

Similarly, pursuant to Article 71.1 of RDL 5/2023, as the new shares of the beneficiary company are attributed to the partners of the spun-off company proportionally to the rights they hold in its capital, neither the administrators’ report nor the independent experts’ report were necessary.

Rights of partners, creditors, and employees

In compliance with Articles 10, 12, and 13 of RDL 5/2023, the right of the partners and creditors of the participating companies to obtain the full text of the adopted spin-off agreements and the presented balance sheet is expressly stated. It is also recorded that the information rights of the employees provided for in the regulation have been fulfilled.

• Partners and creditors: right to consult the full text of the agreements and the balance sheet.
• Employees: information rights guaranteed according to RDL 5/2023.
• Beneficiary: Elevvo Therapeutics, S.L., with registered office at calle Santa Teresa de Jesús 30-32 in Zaragoza.

A beneficiary created for the biotech sector

Elevvo Therapeutics, S.L. was incorporated on June 17, 2025, with a capital of 3,000 euros and its purpose is the provision of services, the marketing and sale of products in the area of human and animal health, as well as experimental research and development in natural and technical sciences. Its sole partner is Bit&Brain Technologies, S.L., which acts as the sole administrator of the beneficiary company.

The spin-off was signed in Zaragoza on August 25, 2026, by the sole administrator of the spun-off company, María López Valdés, with the identifier A260036873-1.

Relevance of the operation

The segregation of the Elevvo Salud branch represents a step in the reorganization of the Bit&Brain group around its biotechnological subsidiary, concentrating the human and animal health and R&D activities within Elevvo Therapeutics. For partners, creditors, and sector workers, the operation clearly defines the asset perimeter of each company and the rights that assist them, in a context of increasing specialization of biotechnology companies.

Source: Official Gazette of the Mercantile Registry (BORME), no. 166, August 28, 2026, Second Section – Announcements and legal notices, page 6023 (official reference: BORME-C-2026-4824).