Equity fundraising: how do you sell your shares?

In brief

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Introduction

Investing in an unlisted company like Galeon raises a legitimate question, often asked too late: how do you recover your investment when the time comes? Unlike a listed share, which can be sold in seconds, an unlisted share has no permanent market. An exit is prepared, not improvised.

This reality must not be glossed over. An informed investor knows that a stake in a young technology company is a long-term, illiquid investment, and that resale depends on events that are not all within the company's control.

Galeon, which is deploying its sovereign, AI-powered patient record across 19 hospitals including 2 university hospitals, totaling more than 3 million patient records, fits this growth-investment logic. Several exit routes are contemplated for its shareholders, none of which can be guaranteed at this stage.

This article details the four contemplated resale routes, secondary market, IPO, acquisition and co-sale right, explaining how each works, what it implies, and what its limits are.

Why is reselling unlisted shares different?

An unlisted share cannot be sold like a listed one: there is no permanent market where you can find a buyer at any moment. Understanding this point is the basis of any investment decision in a company like Galeon.

When a company is listed, its shares trade continuously on a regulated market: a seller almost always finds a buyer, at a publicly displayed price. For an unlisted company, this mechanism does not exist. Share value is not set by a daily market, and finding a buyer requires either an organized liquidity event or a private over-the-counter transaction.

This is why we speak of an "illiquid" investment. By default, the money invested is locked up until an exit route materializes. This characteristic is neither a flaw nor an anomaly: it is the very nature of investing in growth companies, in exchange for higher value-creation potential.

The four routes described below are the ways this liquidity may, in time, materialize.

Route 1: the secondary market contemplated after year 5

Galeon contemplates setting up a secondary market from year 5 — that is, a platform allowing shareholders to sell their shares to other investors without waiting for a global exit of the company. This is the most flexible liquidity route, but also the one whose functioning depends most on demand.

A secondary market works as a meeting place between shareholders wishing to sell and investors wishing to buy. Rather than waiting for an IPO or an acquisition, events that can take many years, the shareholder has a window to sell all or part of their stake.

Several points must be clearly understood:

• The 5-year horizon is indicative, not a contractual date at which resale would automatically be possible.
• The liquidity of a secondary market depends on the presence of buyers: with no demand, there is no transaction.
• The sale price is negotiated and reflects the company's perceived valuation at that time, which may be higher or lower than the entry price.

What this changes for the shareholder

The secondary market is attractive because it offers partial liquidity without waiting for a major event. But it does not remove the illiquidity risk: as long as demand is absent, resale remains uncertain. It is a possibility, not a guaranteed exit.

Route 2: the initial public offering (IPO)

An IPO would make Galeon shares freely tradable on a listed market, offering the most complete liquidity — but it is also the most demanding and uncertain scenario. An IPO is often seen as the culmination of a growth trajectory.

When a company goes public, its shares become listed and can be sold on a public market. The shareholder then regains the liquidity of an ordinary share: they can sell whenever they wish, at the market price.

The implications must nevertheless be measured:

• An IPO happens to only a minority of companies, after several years of sustained growth and in favorable market conditions.
• The process is long, costly and heavily regulated by market authorities.
• The timing and success of a listing do not depend solely on the company, but also on the economic context and investor appetite.

A possible horizon, not a promise

Presenting an IPO as a "planned" exit would be misleading. It is a contemplated scenario, conditional on Galeon's successful scaling and a supportive market environment. It should be viewed as an ambitious possibility, not an acquired milestone.

Route 3: the acquisition of Galeon by a company

An acquisition involves a third party — an industrial group, a medical software vendor, a fund — buying Galeon; shareholders then sell their shares to the acquirer, generally on the same terms. This is one of the most frequent exit routes for technology companies.

In this scenario, an acquirer judges that Galeon has strategic value — its sovereign EHR, its hospital base, its decentralized AI technology — and offers to buy the company. The transaction allows shareholders to sell their stake and to realize, where applicable, the value created since their investment.

Key points to remember:

• An acquisition depends on a buyer emerging willing to offer satisfactory terms; it cannot be scheduled in advance.
• The acquisition price depends on the negotiated valuation, which reflects the company's maturity and results at the time of the deal.
• An acquisition may concern all or part of the capital, depending on the nature of the operation.

The link with the co-sale right

It is precisely within an acquisition that the fourth route comes into play: the co-sale right, which protects minority shareholders when such an event occurs.

Route 4: the co-sale right in case of acquisition (tag-along)

The co-sale right, or tag-along right, allows minority shareholders to sell their shares on the same terms as majority shareholders when a buyer acquires the company. It is a protection mechanism, not a standalone exit route.

Concretely: if an acquirer wishes to buy Galeon and negotiates with the founders or principal shareholders, the co-sale right guarantees that small holders can take part in the sale. They are not left behind; they sell their shares at the same price and on the same terms as the majority shareholders.

Why this mechanism matters:

• It protects minorities against a situation where only large shareholders would benefit from an advantageous exit.
• It guarantees equal treatment among all shareholders during an acquisition.
• It only activates in case of an acquisition: it is not a way to sell at any moment, but a safeguard during a sale event.

A protection, conditional on an event

The co-sale right does not create liquidity by itself: it organizes a fair exit if an acquisition occurs. Its value is therefore real, but entirely dependent on a sale transaction taking place.

Comparison table: the four exit routes

Limits & challenges: what an investor must understand

Transparency on exits requires naming the limits clearly. Investing in Galeon, as in any unlisted company, carries risks that no resale route removes.

Illiquidity risk is real and central. None of the four routes described is guaranteed. In the short and medium term, the most likely scenario remains the inability to freely resell your shares. The investor must view the investment as locked up for several years.

No date is contractual. The 5-year horizon for the secondary market is indicative. An IPO or an acquisition may never happen, or may occur far later than expected.

The resale price is not guaranteed. The value of the shares at the time of a possible exit may be higher, but also lower than the entry price. Investing carries a risk of partial or total loss of capital.

The exit depends on external factors. Financial markets, the emergence of a buyer, demand on the secondary market: these elements are partly beyond Galeon's control.

These limits do not disqualify the investment: they define its framework. An investment in a growth company is designed for the long term, with a share of capital one accepts to lock up and put at risk.

FAQ

When will I be able to sell my Galeon shares? No date is guaranteed. A secondary market is contemplated from year 5, but this is an indicative horizon. Actual resale depends on this market being set up and on the presence of buyers, or on another exit route occurring (IPO, acquisition).

Am I certain to recover my investment? No. Investing in an unlisted company carries an illiquidity risk and a risk of partial or total loss of capital. None of the exit routes is guaranteed, and the resale value may be lower than the entry price.

What is a secondary market concretely? It is a mechanism allowing shareholders to sell their shares to other investors without waiting for a global exit of the company. Its liquidity depends entirely on the existence of demand at the moment you wish to sell.

What happens to my shares if Galeon is acquired? In case of an acquisition, the co-sale right (tag-along) allows minority shareholders to sell their shares on the same terms as majority shareholders. You thus benefit from equal treatment during the transaction.

Is an IPO planned? It is a contemplated scenario, not an acquired milestone. An IPO depends on Galeon's successful scaling and on favorable market conditions. It happens to only a minority of companies.

Does the co-sale right let me sell whenever I want? No. It is a protection that activates only when an acquisition takes place. It guarantees a fair exit in that specific case, but does not create on-demand liquidity.

In summary

Reselling your Galeon shares rests on four complementary exit routes: a secondary market contemplated from year 5, a possible IPO, an acquisition by a third party, and a co-sale right that protects minorities in case of an acquisition. None of these routes is guaranteed: they describe possible scenarios, not commitments. The central risk remains illiquidity, the normal trade-off of investing in an unlisted growth company. Galeon, which is deploying its sovereign EHR across 19 hospitals including 2 university hospitals, follows a long-term logic where liquidity is built as the company matures. An informed investor approaches this investment by accepting the lock-up and the risk to their capital, in exchange for value-creation potential.