Sensofar Medical spins off its manufacturing arm into a new company

The General Universal Meeting of shareholders of Sensofar Medical, S.L. and the sole shareholder of Sensofar Medical Solutions, S.L. Sole Proprietorship unanimously approved, on September 8, 2026, the spin-off operation by which the former transfers as a block, by universal succession, a part of its assets to the beneficiary company. The agreement was made public in the Second Section (Announcements and legal notices) of the Official Gazette of the Mercantile Registry number 178, dated September 15, 2026, pages 6206 and 6207, with official reference BORME-C-2026-4984.

What is being spun off

The assets subject to the operation consist of all assets and liabilities related to the activity of manufacturing, industrialization, marketing, and distribution of the products and solutions developed by the spun-off company. According to the announcement, this part of the assets constitutes an independent economic unit, allowing its transfer as a unitary block to the beneficiary.

Legal framework and procedure

The operation is governed by Royal Decree-Law 5/2023, of June 28, which regulates the structural modifications of commercial companies. It was processed through the simplified procedure provided for in Article 53.1 of the Law, by reference to Articles 56.1 and 63, and Article 71.2, as it is a spin-off in which the spun-off company is the direct holder of all the shares into which the share capital of the beneficiary is divided.

• Common spin-off project drafted and signed by the administrative bodies on July 31, 2026.
• Agreement adopted in a universal meeting and by unanimity of the shareholders.
• Pursuant to Article 9 of the Law, it was not necessary to previously publish or deposit the required documents, nor to provide reports from the administrators regarding the project.

Creditors’ rights

The announcement expressly states, in accordance with Article 10 of the Law, the right of the creditors of the participating companies to obtain the full text of the decisions adopted and the spin-off balance sheets. Likewise, it recalls the protection provided in Articles 13 and 14 of the Law for creditors whose credits were born prior to the publication and have not yet matured.

Signatories

The announcement, dated in Terrassa on September 9, 2026, is signed by Marc Canales Pallarès, CEO of the spun-off company, and by Agustí Pintó Vilà, sole administrator of the beneficiary company, representing the commercial entity Sensofar Medical, S.L. (identifier A260039008-1).

The spin-off represents a significant restructuring for the healthcare sector, separating the industrial and commercial activities of a medical solutions firm based in Terrassa into an independent company. For creditors and sector operators, the operation clearly delimits which assets remain allocated to each company, reinforcing transparency regarding the economic unit that the new beneficiary will now manage.

Source: Official Gazette of the Mercantile Registry, no. 178, September 15, 2026, Second Section (Announcements and legal notices), pp. 6206-6207 (official reference: BORME-C-2026-4984).