DJ VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained PSR in the amount of EUR10.2M secured by commitments amounting to 76.6%
VALBIOTIS SA
VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained PSR in the amount of EUR10.2M secured
by commitments amounting to 76.6%
08-Jun-2026 / 08:00 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
=----------------------------------------------------------------------------------------------------------------------
Valbiotis announces the launch of a capital increase with maintained PSR in the amount of EUR10.2M secured by commitments
of up to 76.6%
. Capital increase with maintained preferential subscription rights ("PSR") in the amount of EUR10.2M
. The offering is secured up to 76.6% through:
. A subscription commitment of EUR2.0M from Tao Xianhua, Aika Co-Founder & CEO (through his holding company
Ximen RD PTE Ltd), who holds a 51% stake in the China-based joint venture alongside Valbiotis
. Guarantee commitments amounting to EUR5.8M
. Subscription Price: EUR0.86 per share, i.e., a discount of 19.9% compared to the weighted average share
price over the three trading sessions preceding the determination of the price (namely June 3, 4 & 5, 2026) and a
discount of 9.8% compared with the theoretical value of the share after detachment of the rights
. Subscription Parity: 1 new share for every 2 existing shares
. Detachment of preferential subscription rights on June 10, 2026
. Trading period for preferential subscription rights from June 10, 2026 to June 22, 2026
. Subscription period for new shares open from June 12, 2026 to June 24, 2026
. Securities eligible for FIP, FCPI, PEA and PEA PME-ETI, 150-0-B-Ter Re-investment/Sale IR-PME
Join the webinar presenting the initiative on Monday, June 15, 2026, at 6 p.m.
Click here to register
La Rochelle, June 8, 2026 (8:00 a.m. CEST) - Valbiotis (FR0013254851 - ALVAL, PEA/SME eligible), a French laboratory
specializing in the development and distribution of scientifically tested nutritional solutions designed to prevent
cardio-metabolic imbalances and address everyday health challenges, announces the launch of a capital increase with
maintained preferential subscription rights intended to finance the acceleration of its commercial development in
France and internationally.
Sébastien Peltier, CEO and Co-Founder of Valbiotis, states: "More than ten years ago, we made the strategic decision to
build a new generation of dietary supplements on an unrivaled clinical foundation - now comprising 13 proprietary
studies and more than 1,500 subjects evaluated - to address cardio-metabolic disorders, which are now at the forefront
of public health policy. Our commercial rollout in France has shown strong momentum: in just sixteen months, our
pharmacy footprint has doubled (559 as of the end of April 2026), average order value has more than tripled, and our
e-commerce channel has recorded a 33% increase in customers over the past four months. Several growth drivers are
expected to further accelerate this momentum: the expansion of our product portfolio, the multiplication of
partnerships with pharmacy groups - providing privileged access to more than 4,700 pharmacies - and the strengthening
of our network in the field, which is expected to comprise 25 Medical Promotion Officers by 2027. Beyond France,
Valbiotis is actively expanding internationally through two strategic partnerships in Asia and the Middle East, both
expected to begin generating revenue as of 2026. The participation of Tao Xianhua, Co-Founder and CEO of Aika, (which
holds a 51% stake in our Chinese joint venture), in this capital increase constitutes a strong vote of confidence and
reinforces our ambition to build a leading Asian player in dietary supplements targeting cardio-metabolic imbalances.
Against this backdrop of strong acceleration, we are launching this capital increase, which is open to all investors
while preserving preferential subscription rights for existing shareholders. I hope that this offering will attract the
support of a large number of investors who wish to participate in and contribute to Valbiotis' ambitions."
Tao Xianhua (Aika Cofounder & CEO): "Over the past six months, I have been working closely with Sébastien Peltier's
team to build our partnership, which will soon lead to the commercial launch of Valbiotis products tailored to Asian
consumers." This collaboration has enabled me to fully appreciate the company's potential and the strength of what sets
it apart: a rare commitment to scientific rigor and unrivaled expertise in plant science. It was this conviction that
led me to want to become an active shareholder in Valbiotis. I am confident that Valbiotis will establish itself as a
key player in the dietary supplements market, addressing cardio-metabolic imbalances."
BACKGROUND FOR THE OFFERING
Founded in 2014, Valbiotis is a French laboratory specializing in the development and distribution of scientifically
validated first-line nutritional solutions designed to prevent cardio-metabolic imbalances. Through an innovative
approach combining scientific excellence, plant expertise and a wealth of natural ingredients, Valbiotis develops
high-quality formulations based on patented active ingredients validated by rigorous clinical studies, designed to
provide long-term support for cardio-metabolic health and address associated functional issues such as sleep, fatigue,
mood management, immunity and vitality.
Valbiotis has successfully transitioned from an R&D-focused company to a commercial model. The laboratory currently
develops two ranges of dietary supplements:
. The Valbiotis^PRO range, comprising four dietary supplements backed by robust scientific evidence,
unrivaled on the market, which address the risk factors for cardiometabolic health issues: Metabolic Health
(TOTUM.63), Cholesterol (Lipidrive^), Cardio-Circulation (Tensodrive^, formerly TOTUM.854) and the management of
NAFLD (Chronic liver disease) (Steadrive^, formerly TOTUM.448, which is currently in the clinical development
phase and not yet on the market); and
. The Valbiotis^PLUS range, currently comprising 8 dietary supplements designed to address the symptoms
associated with cardio-metabolic imbalances, as well as various everyday health issues. These products are
formulated on the basis of data from the scientific literature.
In just under a year, the Company has succeeded in building up significant commercial momentum in France through a
multi-channel marketing strategy comprising:
. An e-commerce site whose traffic has led to a significant increase in the number of customers (from 948
at the end of 2024, to 4,030 at the end of 2025, and 5,351 by the end of April 2026), with the average order value
rising from EUR71 in 2024, to EUR86 at the end of 2025, and reaching EUR91 by the end of April 2026;
. A network of 559 pharmacies at the end of April 2026, supported by an in-house sales force comprising a
team of 16 Medical Promotion Officers and 1 Key Accounts Manager.
At the same time, the Company began its international expansion at the end of 2025, marked by the following key
milestones:
. November 2025: The signing of a strategic agreement with the Chinese group AIKA, involving the creation
of a Chinese joint venture in which Valbiotis holds a 49% stake (with the AIKA group holding 51%). This joint
venture is dedicated to marketing Valbiotis products in key Asian markets: China, Hong Kong, Japan, Taiwan, Macao,
Singapore, Vietnam and Indonesia, with the possibility of expanding the partnership into other countries: South
Korea, the Philippines, Malaysia, Brunei, Laos, Cambodia, Thailand (http://investisseurs.valbiotis.com/wp-content/
uploads/2025/11/25-1117-CP-Valbiotis-Asie-VDEF-FR-03.pdf);
. January 2026: The signing of an exclusive distribution agreement for the Middle East (Saudi Arabia,
Lebanon and Iraq) with Mena Nutrition (http://investisseurs.valbiotis.com/wp-content/uploads/2026/01/
CP-MoyenOrient_080126-FR.pdf);
. March 2026: The launch of operations in Asia, with a joint venture now fully operational and set to begin
marketing Valbiotis products in mainland China and Hong Kong via the cross-border e-commerce (CBEC) channel, thanks
to partnerships already in place with leading specialist platforms. Valbiotis has also received an initial order
from the joint venture, with a view to making the first deliveries of products specifically tailored to the Asian
market (packaging, formulation, etc.) for Chinese consumers in the second half of 2026 (http://
investisseurs.valbiotis.com/wp-content/uploads/2026/03/CP-JV-Chine-FR-OK.pdf);
. April 2026: The launch of e-commerce deliveries to Belgium and Luxembourg: Valbiotis is strengthening its
e-commerce logistics capabilities and expanding its full range of health supplements to these two markets (http://
investisseurs.valbiotis.com/wp-content/uploads/2026/04/CP-Livraison-Belgique-et-Luxembourg-FR-OK.pdf);
. May 2026: A new phase in the Company's expansion in Asia, with the opening of a subsidiary in Singapore
by the joint venture owned by the Company and the AIKA Group. This establishment marks a key first step in the
joint venture's expansion across Asia, outside China and Hong Kong, where it is already operational. This new
subsidiary will gradually expand into several strategic markets across Asia, including Singapore, Vietnam,
Indonesia and Japan (http://investisseurs.valbiotis.com/wp-content/uploads/2026/05/CP-Singapour-Vdef.pdf).
. June 2026: A new milestone in the brand's expansion in the Middle East with the signing of an exclusive
distribution agreement with Al Danah Medical Company, a leading player in the healthcare and nutrition sector in
(MORE TO FOLLOW) Dow Jones Newswires
June 08, 2026 02:00 ET (06:00 GMT)
DJ VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained PSR in the amount of EUR10.2M secured by commitments amounting to 76.6% -2-
Qatar. This agreement provides for the marketing of the 4 Valbiotis^PRO products on the Qatari market (Lipidrive^ , Totum-63, Tensodrive^ and Steadrive^), to begin with. Initial revenues are expected as early as 2027, subject to registration procedures (https://investisseurs.valbiotis.com/wp-content/uploads/2026/06/CP-QATAR-VFOK.pdf). Finally, the Company is continuing discussions with various stakeholders in order to press ahead with the implementation of its international strategy. The steady improvement in operational indicators has validated this business model, which also relies on a constantly expanding ecosystem of partners, influencers and trusted third parties (healthcare professionals, 23 pharmacy group partnerships, mutual insurance companies, etc.). For the financial year ended on December 31, 2025, Valbiotis generated a turnover of EUR905,000, compared to EUR175,000 in 2024. In the first four months of the 2026 financial year, the Company reported a turnover of EUR547,000 (unaudited figure), representing a 2.7-fold increase on turnover for the same period in 2025 (January-April), confirming that this growth momentum is continuing. Building on the growing strength of its presence in pharmacies, its expanding network of national and regional pharmacy groups, the rise in average order value and rapid restocking rates, as well as the expansion of its product range with the anticipated launch of Stéadrive^ (formerly TOTUM. 448) for metabolic liver disorders in late 2026, Valbiotis aims to increase its turnover, both in France and internationally, from EUR3 million in 2026 to over EUR25 million in 2027 and to generate a positive EBITDA[1] in 2027. By 2030, the Company is targeting a turnover of over EUR100 million (across France and international markets), with an EBITDA[2] margin of between 25 and 30%. USE OF PROCEEDS FROM THE OFFERING Assuming 100% subscription of the Offering, the net proceeds of the fundraising will be used to finance the acceleration of the Company's commercial development, as follows: . 62% will be allocated to financing working capital requirements related to customer receivables and inventories, including securing the plant supply chain. This expected increase in working capital reflects the need to maintain inventory levels consistent with the Company's commercial ambitions in France and internationally; . 25% will be allocated to strengthening the target commercial network (from 16 to 25 Medical Promotion Officers) in order to achieve the Company's revenue growth objectives and further expand the brand's presence in France; . 13% will be allocated to marketing and communication expenses to support the rollout of the Company's offering. Should the Offering be limited to the subscription agreements received, i.e., net revenue of EUR6.5M, the relative share of funds allocated to each objective would remain unchanged and be reduced proportionately. LIQUIDITY HORIZON Prior to the Offering, the Company does not have sufficient working capital to meet its obligations and cash flow requirements for the next 12 months. Accordingly, taking into account: . the cash position available as of the end of April 2026 (EUR4.7M, unaudited); . the anticipated acceleration in the ramp-up of operations in line with the strategic plan previously communicated by the Company; and . the financial debt repayment schedule, the Company estimates that its cash runway extends until the end of Q4 2026, at which point its funding requirement is expected to amount to approximately EUR4.7M. The present capital increase constitutes the Company's preferred means of financing this funding requirement. The Company believes that the net proceeds of the Offering, assuming 100% subscription, i.e. EUR8.8M, would provide it with a cash runway extending beyond the Q3 2027, excluding any potential non-dilutive financing sources that remain to be structured and negotiated. The Company nevertheless maintains its objective of achieving a positive EBITDA for the 2027 financial year. A dedicated website has been created for the occasion: https://investir.valbiotis.com
TERMS AND CONDITIONS OF THE ISSUE OF NEW SHARES
Share Capital Prior to the Operation
On the launch date of the operation, VALBIOTIS' share capital was made up of 23,698,234 fully subscribed and paid-up shares (hereinafter the "Existing Shares"), with a par value of EUR0.10 each, listed on Euronext Growth Paris.
Share and PSR codes
. Denomination: VALBIOTIS
. Share ISIN Code and Ticker Symbol: FR0013254851 - ALVAL . PSR ISIN Code: FR0014019188
. Listing Location: Euronext Growth Paris . LEI Code: 969500VP4JBJCF0MOP60
Legal framework of the Offering
Pursuant to the delegation of authority granted by the 11^th resolution of the Combined General Meeting of April 17, 2026, VALBIOTIS' Management Board decided at its meeting on June 5, 2026 to implement the delegation of authority granted to it and to carry out a capital increase with maintained preferential subscription rights, the terms and conditions of which are set out in this press release.
Type of operation and number of shares to be issued Valbiotis is proposing to raise capital by issuing new ordinary shares with maintained preferential subscription rights (PSR). The operation will involve the issue of a maximum of 11,840,000 new shares (the "New Shares") at a unit price of EUR0.86, on the basis of 1 New Share for 2 Existing Shares (2 PSR will entitle the holder to subscribe to 1 New Share), representing gross proceeds of EUR10.2M.
Extension Clause
None.
Subscription Price
The subscription price has been set at EUR0.86 per New Share, comprising a par value of EUR0.10 and to be fully paid upon subscription, either in cash or by offsetting receivables.
This price represents a discount of:
. 19.9% compared to the volume-weighted average price of Valbiotis shares over the three trading sessionspreceding the determination of the issue price by the Management Board on June 5, 2026 (namely June 3, 4 & 5,2026), and of . 14.0% compared to the last closing price preceding the determination of the issue price by the ManagementBoard on June 5, 2026, . 9.8% compared to the ex-rights price of Valbiotis shares.
Gross and net proceeds of the issue
Based on these assumptions, gross and net revenue from this operation would amount to:
Issue
In EURM limited to 100% issue
subscription
agreements
Gross proceeds EUR7.8M EUR10.2M
Expenses related to the issue (*) EUR1.3M EUR1.4M
Net proceeds EUR6.5M EUR8.8M
(*) Including the amount of the remuneration relating to the subscription agreements under the guarantee (580 KEUR = 10.0% x EUR5.8M), as well as other expenses relating to the issue.
Opening and closing dates of the subscription period for the New Shares
From June 12, 2026 to June 24, 2026 inclusive, on the Euronext Growth Paris market.
Preferential subscription rights
Subscription for the New Shares will be reserved, on a preferential basis:
. To holders of existing shares recorded in their securities accounts at the close of business on June 9,2026, who will be allocated one (1) PSR for each share held in the Company; and . To purchasers of PSR.
Holders of PSRs may subscribe:
- On a non-reducible basis, at a rate of 1 New Share for every 2 PSR held, and - On a reducible basis, for any additional New Shares they wish to acquire beyond those they are entitled to on a non-reducible basis by exercising their PSR.
PSR may only be exercised in numbers that entitle the holder to subscribe to a whole number of New Shares. Holders of PSR who, on a non-reducible basis, do not hold a sufficient number of Existing Shares to obtain a whole number of New Shares (i.e., a multiple of 2) must purchase the number of additional PSR required to subscribe for a whole number of New Shares on the Euronext Growth^ market in Paris.
Fractional rights may be sold on the Euronext Growth market in Paris during the period in which the PSR are listed, under ISIN code FR0014019188.
Only the New Shares that have not been subscribed for on a non-reducible basis will be allocated among subscribers on a reducible basis in proportion to the number of Existing Shares whose PSR have been exercised on a non-reducible basis and within the limits of their requests.
If a single subscriber submits multiple separate subscription orders, the number of shares to which they are entitled on a reducible basis will only be calculated based on the total number of subscription rights they have exercised across all orders if the subscriber makes an express written request, no later than the closing date for subscriptions. This special request must be attached to one of the subscription forms and must include all necessary details to consolidate the rights, including the number of subscriptions submitted and the names of the authorized institutions or intermediaries through which the subscriptions were filed. Subscription requests filed under the names of different subscribers cannot be grouped together to obtain New Shares on a reducible basis.
A notice published by Euronext will, if applicable, specify the allocation scale for subscriptions on a reducible basis.
Amounts paid for subscriptions on a reducible basis that remain available after allocation will be reimbursed without interest to the subscribers by the authorized intermediaries that received them.
A shareholder has waived the sale and/or exercise of 18,234 PSR.
Exercise of preferential subscription rights
(MORE TO FOLLOW) Dow Jones Newswires
June 08, 2026 02:00 ET (06:00 GMT)
DJ VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained PSR in the amount of EUR10.2M secured by commitments amounting to 76.6% -3-
To exercise their preferential subscription rights, holders must submit a request to their authorized financial intermediary at any time between June 12, 2026 and June 24, 2026 inclusive, and pay the corresponding subscription price, i.e. EUR0.86 per New Share, in cash and/or by offsetting receivables. Unexercised PSR will automatically lapse at the end of the subscription period, i.e., at the close of trading on June 24, 2026, and their value will be zero.
Free subscription requests
In addition to the possibility of subscribing on a non-reducible or reducible basis in accordance with the terms and conditions specified above, any individual or legal entity, whether holding preferential subscription rights or not, may submit a free subscription request in connection with this capital increase.
Persons wishing to subscribe without preferential subscription rights must submit their request to their authorized financial intermediary at any time during the subscription period and pay the corresponding subscription price.
In accordance with the provisions of Article L.225-134 of the French Commercial Code, unrestricted subscriptions will only be taken into account if non-reducible and reducible subscriptions have not absorbed the entire capital increase, it being specified that the Executive Board will have the option of freely allocating unsubscribed shares, in whole or in part, among the persons (shareholders or third parties) of its choice who have made unrestricted subscription requests.
Listing of preferential subscription rights
The PSR will be listed and traded on Euronext Growth Paris under ISIN code FR0014019188 from June 12, 2026 to June 22, 2026 inclusive. If these PSR are not exercised by June 22, 2026 or sold by June 22, 2026, they will lapse and their value will be zero.
Theoretical value of preferential subscription rights
The theoretical value of the subscription right is EUR0.0466 based on the closing price of VALBIOTIS shares on June 5, 2026. The subscription price of EUR0.86 per share represents a discount of 9.8% compared with the theoretical ex-rights value of the share.
Preferential subscription rights detached from treasury shares held by the Company
Pursuant to Article L.225-206 of the French Commercial Code, the Company may not subscribe for its own shares. The PSR detached from the treasury shares held by the Company on June 10, 2026 will be sold on Euronext Growth Paris before the end of the trading period, in accordance with Article L.225-210 of the French Commercial Code. For information purposes, the Company discloses that it holds 43,801 of its own shares as of June 5, 2026.
Limitation on the Amount of the Capital Increase
Pursuant to Article L. 225-134 of the French Commercial Code, the capital increase may be limited to the number of subscriptions received, provided that these reach at least 75% of the amount initially planned for the offering.
Please note that the Company has obtained subscription and guarantee agreements for 76.6% of the initial amount of the Public Offering. See "Subscription Agreements" below.
Paying Agents - Subscription Payments
Subscriptions for New Shares and payments of funds by shareholders whose shares are held in administered registered or bearer form will be received until June 24, 2026 (inclusive), by their authorized intermediary.
Subscriptions for New Shares and payments of funds by shareholders whose shares are held in pure registered form will be received free of charge until June 24, 2026 (inclusive), by UPTEVIA, 90-110 Esplanade du Général de Gaulle - 92931 Paris La Défense Cédex.
Each subscription must be accompanied by a deposit. Subscriptions for which payments have not been made will be canceled ipso jure, without the need for formal notice.
Amounts paid at the time of subscription and remaining available after the allocations will be reimbursed without interest to the subscribers by the authorized intermediaries who will have received them.
The indicative delivery date for the New Shares is June 30, 2026.
Investment Restrictions
The sale of the New Shares and preferential subscription rights may be subject to specific regulations in certain countries.
Guarantee
The offering will not be subject to a performance guarantee within the meaning of Article L.225-145 of the French Commercial Code.
Trading of the new shares will therefore only begin once settlement and delivery have been completed and the depositary's certificate has been issued.
Subscription agreements and guarantee commitments
Subscription intentions of the Company's main shareholders, members of its administrative, management or supervisory bodies
The Company is not aware of any intentions to subscribe for shares on the part of members of the Management or Supervisory Boards.
The Company has not been informed of any other intentions to subscribe for shares on the part of its shareholders.
Other Commitments
. Subscription Commitments
The Company has received a subscription commitment totaling EUR2.0M from Ximen RD PTE Ltd, a company controlled by Tao Xianhua, who, along with Valbiotis, holds a 51% stake in the China-based joint venture.
To this end, Ximen RD PTE Ltd will acquire 704,330 PSR held directly and indirectly by Sébastien Peltier, Chairman of the Company's Executive Board. The EUR2M subscription will thus consist partly of non-reducible shares and partly of reducible shares.
. Guarantee Commitments
Guarantee commitments amounting to EUR5.8M.
The table below provides a summary of the commitments received:
Name Subscription Guarantee Total
Agreements Commitments
Ximen RD PTE Ltd (Holding of Tao Xianhua) EUR2,000,000 EUR2,000,000
Vatel Capital EUR3,000,000 EUR3,000,000
TreeCap B.V. EUR750,000 EUR750,000
Avenir France PME, managed by Talence Patrival EUR450,000 EUR450,000
Market Wizards B.V. EUR300,000 EUR300,000
Finaltis EUR264,000 EUR264,000
Maitice Gestion EUR250,000 EUR250,000
Gestys EUR250,000 EUR250,000
Nice & Green EUR250,000 EUR250,000
MW Gestion EUR142,874 EUR142,874
Sully Patrimoine Gestion EUR90,000 EUR90,000
Giga Societa Semplice EUR50,000 EUR50,000
Total EUR2,000,000 EUR5,796,874 EUR7,796,874
In total, subscription commitments and guarantee commitments amount to EUR7.8M and represent 76.6% of the Offering.
The guarantee commitments will only be triggered in the event that the total number of subscriptions for New Shares (non-reducible, reducible and unrestricted subscriptions) is less than 100% of the initial Offering.
All guarantors will be compensated with a commission equal to 10.0% of the amount of their commitment, irrespective of the number of shares allocated to them.
In the event of a partial call on these guarantees, the amount to be allocated to the guarantors will be distributed among them in proportion to the respective amounts of their maximum liability.
No side agreements relating to the governance of the Company have been entered into with any of these investors.
Commitments to retain shares and abstain from trading
Mr. Sébastien PELTIER, Chairman of the Management Board, has undertaken to retain the shares he will hold through his holding company Djanka Investissement upon completion of the present issuance, for a period of 180 days following the settlement-delivery date of the capital increase.
Furthermore, the Company has undertaken a 180-day lock-up period following the settlement-delivery date of the capital increase, subject to customary exceptions.
Settlement and Delivery of the New Shares
According to the provisional schedule for the issue, the settlement and delivery date for the New Shares is set for June 30, 2026.
Characteristics of the New Shares
Dividend Rights: The New Shares, which will be subject to all the provisions of the Company's bylaws, will carry dividend rights and will be fungible with the Company's Existing Shares from the date of issue. According to the indicative schedule for the capital increase, the new shares are expected to be registered in securities accounts on June 30, 2026.
Currency of Issue: The New Shares will be issued in euros. Listing of the New Shares: An application will be made for the New Shares to be listed on the Euronext Growth market in Paris on June 30, 2026. They will not be listed until the depositary's certificate of deposit has been issued. They will be immediately assimilated to the existing shares of the Company already traded on the Euronext Growth market in Paris and will be tradable, as from this date, on the same quotation line as these shares under the same ISIN code FR0013254851 - ALVAL ticker symbol.
DILUTION
Impact of the Issue on Consolidated Shareholders' Equity, Per Share
Consolidated equity per share
Dilutive impact of the Offering as of December 31, 2025
Non-diluted basis Diluted basis ^(1)
Before the Offering EUR0.29 EUR0.45
After the Offering if limited to EUR0.45 EUR0.56
76.6%
After 100% Offering EUR0.48 EUR0.58
(MORE TO FOLLOW) Dow Jones Newswires
June 08, 2026 02:00 ET (06:00 GMT)
DJ VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained PSR in the amount of EUR10.2M secured by commitments amounting to 76.6% -4-
1. Taking into account the exercise in full of all currently outstanding equity-linked instruments as of thedate hereof (AGAs and BSPCEs), that could result in the issuance of up to 1,439,856 additional shares.
Impact of the Issue on the Situation of a Shareholder Holding 1% of the Capital and Not Subscribing to the Offering
Shareholder participation
Non-diluted Diluted basis ^
basis (1)
Before the Offering 1.00% 0.94%
After the Offering if limited to 0.72% 0.69%
76.6%
After 100% Offering 0.67% 0.64%
1. Taking into account the exercise in full of all currently outstanding equity-linked instruments as of thedate hereof (AGAs and BSPCEs), that could result in the issuance of up to 1,439,856 additional shares.
INDICATIVE TIMETABLE FOR THE OPERATION
June 5, 2026 . Decision by the Executive Board on the implementation and
(after market final terms of the operation
close)
June 8, 2026 . Distribution of VALBIOTIS press release describing the
main features of the capital increase
. Distribution by EURONEXT of the notice of issue
June 9, 2026 . Accounting day at the end of which holders of existing
shares held in their securities accounts will be allocated PSR
(Trade Date),
June 10, 2026 . Detachment (before market open) of PSR
. Admission and start of trading period for PSR
. Publication of a BALO notice
June 12, 2026 . Opening of the subscription period for New Shares
. Start of PSR exercise period
June 22, 2026 . End of PSR trading period
June 24, 2026 . Closing of the subscription period for New Shares
. End of PSR exercise of period
June 26, 2026 . Publication by VALBIOTIS of a press release announcing the
results of subscriptions.
. Publication by Euronext of the notice of admission of the
new shares, indicating the final amount of the capital increase and
the allocation scale for subscriptions on a reducible basis.
June 30, 2026 . Issuance of new shares - Settlement and delivery of the
operation
. Listing of the New Shares on Euronext Growth in Paris
IMPACT ON OWNERSHIP STRUCTURE AND VOTING RIGHTS
Impact of the Offering on Ownership Structure
After the Offering
Before the Offering issuance limited to After the Offering full
commitments received issuance (100%)
(76.6%)
Shareholders No. of % No. of % No. of %
shares capital shares capital shares capital
Members of the 3.37% 2.44% 799,003 2.25%
Board (1) 799,003 799,003
Of which Djanka
Investissement 2.88% 2.09% 683,317 1.92%
(controlled by Sé. 683,317 683,317
PELTIER)
Of which Sébastien 39,248 0.17% 0.12% 39,248 0.11%
PELTIER 39,248
Employees (2) 0.38% 0.27% 89,822 0.25%
89,822 89,822
Pubic 96.09% 31,836,735 97.17% 34,610,608 97.39%
22,770,608
Liquidity
agreement (May 31, 38,801 0.16% 38,801 0.12% 38,801 0.11%
2026)
TOTAL 100% 32,764,361 100% 35,538,234 100%
23,698,234
(1) Members of the Management Board not acting in concert
(2) Shares held in registered form only
Impact of the Offering on Breakdown of Voting Rights
After the Offering
Before the Offering issuance limited to After the Offering
commitments received full issuance (100%)
(76.6%)
% of No. of % of
Actionnaires No. of voting vot. No. of voting % of vot. voting vot.
rights rights rights rights rights rights
Members of the Board 1,419,953 5.83% 4.25% 3.92%
(1) 1,419,953 1,419,953
Of which Djanka
Investissement 1,288,317 5.29% 3.85% 3.56%
(controlled by Sé. 1,288,317 1,288,317
PELTIER)
Of which Sébastien 39,248 0.16% 0.12% 0.11%
PELTIER 39,248 39,248
Employees (2) 94,386 0.39% 0.28% 0.26%
94,386 94,386
Pubic 22,857,559 93.79% 95.47% 95.82%
31,923,686 34,697,559
Liquidity agreement 0.00% - -
(May 31, 2026) -
TOTAL 24,371,898 100.00% 100.00% 100.00%
33,438,025 36,211,898
(1) Members of the Management Board not acting in concert
(2) Shares held in registered form only
SUBSCRIPTION PROCEDURE
The capital increase will be carried out with maintained shareholders' PSR, with the option to subscribe for shares on a non-reducible basis, on a reducible basis and on an unrestricted basis.
. If you are a shareholder of the Company
You hold PSR attached to your Valbiotis shares, which entitle you to priority subscription to New Shares at a ratio of 1 New Share for every 2 PSR.
(MORE TO FOLLOW) Dow Jones Newswires
June 08, 2026 02:00 ET (06:00 GMT)
