Sygnis sold Zmorph for 1 PLN (~25¢)
The Atomic Layers: S10E31 (00298)
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Sygnis S.A. – a company listed on Poland’s NewConnect stock exchange – has announced the sale of all its shares in Zmorph S.A. to Black Oak Property sp. z o.o. for the price of 1 PLN (~$0.25 USD).
As part of the deal, Black Oak Property also acquired all claims Sygnis held against Zmorph as of the contract date.
The transaction, finalized on May 30, 2025, covers 6,711,240 shares of Zmorph S.A. According to the official statement, the decision to sell was driven by "strategic considerations," including Sygnis’s limited capital resources, which prevented continued funding of Zmorph’s development.
Continuing with the official announcement:
Black Oak Property plans to leverage Zmorph’s infrastructure for expansion into large-scale production. However, the agreement grants Sygnis certain protections, including the right to earn additional compensation (earn-out) between 2025 and 2030, contingent on Zmorph’s future financial performance.
The maximum earn-out could reach 6 million PLN, provided that Zmorph achieves a net profit of at least 3 million PLN in a given year. Additionally, Sygnis secured perpetual and royalty-free access to the technology license it transferred to Zmorph in 2022, as well as a buy-back right on the shares until the end of 2025, at a price equal to twice the amount invested by Black Oak Property.
Sygnis’s management emphasized that the transaction is part of a long-term strategy focused on developing advanced industrial solutions, particularly in photonics, energy, and materials science.
Now, to understand the context of this deal, we need to go back to 2022, when Sygnis acquired Zmorph, one of the longest-standing 3D printer manufacturers in Poland
Founded in 2012, Zmorph was a pioneer in the Polish 3D printing market, and the creator of one of the first multifunctional devices in the world combining a 3D printer, CNC mill, and laser engraver.
Despite initial success, the company faced financial difficulties, which were worsened by the acquisition of Hbot3D and the failed launch of the i500 model in 2021.
In 2022, Sygnis – then riding high on the success of the government-funded "Laboratoria Przyszłości" (Labs of the Future) program (delivering nearly 2,000 printers and 16,000 spools of filament) – saw the acquisition of Zmorph as an opportunity to strengthen its industry position.
07-31-2022: Sygnis acquired Zmorph, one of the longest-operating 3D printer manufacturers in Poland
Unfortunately, instead of the expected synergistic growth, the integration of both companies brought numerous issues. Zmorph’s restructuring proved far more difficult than anticipated, and printer sales dropped sharply. As a result, Sygnis refocused on its own R&D projects, while Zmorph became primarily a cost burden.
Financial results for Q1 2025 confirm the group’s challenging situation. Standalone, Sygnis S.A. reported revenues of 557.3k PLN with a net loss of 431.4k PLN. EBITDA stood at just 20.4k PLN (a margin of 3.65%), indicating low profitability of its core operations.
But much more concerning are the consolidated results of the group, including Zmorph. Revenue totaled 703.4k PLN, while net loss reached 2 million PLN. EBITDA was negative at -1.56 million PLN, and the EBITDA margin was -221.43%, reflecting severe unprofitability.
Additionally, the group had short-term liabilities of 22.95 million PLN, and negative operating cash flow of -631.1k PLN, signaling liquidity problems.
In this context, selling Zmorph for a symbolic one zloty can be seen as an attempt by Sygnis to relieve financial pressure and avoid further losses.
From an outside perspective, the entire three-year history of Sygnis and Zmorph looks like a classic case of a failed consolidation in the tech sector.
Sygnis, which in 2022 appeared to be a strong player thanks to government funded programs, took a risky step by acquiring Zmorph, hoping for synergy and a stronger market position.
Instead, it faced financial troubles, declining sales, and the need for restructuring – ultimately leading to a symbolic sale of Zmorph.
And finally, a few words about Black Oak Property, the new owner of Zmorph:
Founded in 2017
Its official business scope is real estate brokerage, rental, and property management
Has never filed a financial report with Poland’s national registry (KRS), despite this being a legal obligation
In 2021, its enforcement proceedings were discontinued (i.e., bailiff/collection case was dropped)
Atomic Layer from the Past:
05-31-2022: Bambu Lab X1 debuted on Kickstarter.
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