Amoéba aims to involve its shareholders in its latest fundraising round, ahead of the monetisation of its cosmetics platform, to finance its commercial launch

Press release

• The company has now set out its commercial ambition, with potential revenue of €80 million by 2032;
• The capital increase announced today is being carried out through the issue of shares with share subscription warrants (ABSA), with pre-emptive subscription rights maintained, in order to cover funding requirements for the next 12 months;
• The monetisation of the cosmetics business, expected from 2027 onwards, is intended to take over the financing.

Chassieu (France), 2 October 2026 – 7.00 am – Amoéba (FR0011051598 - ALMIB ), an industrial greentech company specialising in the development of natural microbiological solutions based on the patented use of amoebae, is today launching the final stage of its funding plan announced on 24 September 2026. This involves a capital increase with pre-emptive rights, open to all its shareholders, amounting to approximately €10 million[1] .

This fundraising exercise has two objectives: to finance the commercial launch of the biocontrol business and to enable Amoéba to prepare, under the best possible conditions, for the monetisation of its Willa^™ cosmetics platform. The monetisation of this platform is then intended to take over the financing of the Company's development until it achieves the financial self-sufficiency targeted from 2029 onwards. Subject to the successful completion of this monetisation, this fundraising round should therefore constitute Amoéba's final appeal to the market until that time.

Benoit VILLERS, Chairman of Amoéba, said: “With this round of funding, we wanted to address three questions our shareholders are asking: where are you going, how will you get there, and how do you intend to involve us?

Where are we heading: our ambition is to make Amoéba a major player in biocontrol, building on the performance of our technology, the approvals we have obtained, the contracts signed with Koppert and Syngenta, and the potential of biostimulants.

How are we going to get there: by funding our commercial launch through to the monetisation of our cosmetics platform. For the first time, our funding plan no longer relies solely on the market. It is also underpinned by sales that are now taking off and by the value of a cosmetics asset that we have built.

We want to involve you in this: we have chosen to carry out what should be this final stage of fundraising through a capital increase whilst maintaining pre-emption rights. The free warrants allocated offer an additional benefit to subscribers in the event of a future rise in the value of Amoéba shares.

We know that the journey has not always been easy for our shareholders and we recognise the value of their commitment to us. Since 2024, we have achieved the milestones set out in our roadmap in regulatory, industrial and commercial terms. Our ambition during this next cycle, which we have just embarked upon, is to deliver the best possible return on investment for our shareholders .”

Jean-François DOUCET, CEO of Amoéba, adds: “Our first biofungicide is now on the market, enabling us to look to the future. Permanent marketing authorisation for AXPERA was granted in France at the end of June 2026. The first deliveries for pre-launch sales in 2026 have been made to Koppert, and the distribution agreement has been extended until June 2031. 2027 will be the first full commercial season with significant volumes.

At the same time, Syngenta is providing us with access to the European cereal market. Amoéba's solution will be distributed exclusively in 30 European countries, with a focus on wheat. The first sales are expected by the end of 2028.

Finally, the agreement we are seeking to monetise the cosmetics platform is expected to generate an initial ‘upfront' payment and future recurring revenue. Discussions are currently underway with several players in the cosmetics sector with a view to a transaction in 2027, with the aim of Amoéba retaining a role in the future value creation surrounding Willa^TM. The completion, timing and value of this transaction are now our top priorities.”

Biocontrol: the commercial direction is now clear

Amoéba has now entered an industrial and commercial phase in the field of biocontrol. Its roadmap, published on 24 September 2026, targets turnover of between €1 million and €2 million in 2027 and nearly €40 million by 2030, with a current operating profit exceeding 10 per cent of turnover[2], followed by the ambition to double this turnover by 2032, to €80 million. This trajectory is based on the ramp-up of contracts signed with Koppert and Syngenta, on new partnerships and on the potential of the range of biofertilisers and biostimulants.

In the short term, the commercial launch of the biocontrol business requires resources to support the ramp-up in sales. The ABSA share issue should enable the Company to meet its funding requirements until 30 September 2027. Beyond that, the monetisation of the cosmetics platform, expected from 2027 onwards, is intended to take over the financing until financial self-sufficiency is achieved.

Cosmetics platform: accelerated and sustainable value creation for Amoéba

To maximise the value of its cosmetics platform, Amoéba has entered into discussions with several industry players with a view to signing an agreement in 2027, in the form of either a sale of the platform or an exclusive licence. This decision does not constitute a withdrawal from the cosmetics sector: it aims to optimise both the value and the timeline of the platform whilst securing medium-term revenue.

Major players in the cosmetics sector possess the formulation capabilities, strong brands and global distribution networks required to roll out the platform on a much larger scale than Amoéba could achieve on its own. They also have research and development resources capable of developing new ingredients and thus of maximising the platform's full potential as quickly as possible. Amoéba intends to share the value thus created. Partnering with such a company will accelerate the platform's development, without the Company having to finance a lengthy and costly commercial ramp-up on its own through fundraising.

Whilst the details, timetable and terms of this transaction have not yet been finalised, the proposed structure is clear and aims to combine:

• A substantial upfront payment reflecting the value of the cosmetics platform and the innovation, which has already been validated by scientific and clinical studies, is listed on the INCI and is produced on an industrial scale;
• Recurring revenue from the supply of the Willa^TM ingredient, of which Amoéba is, to the best of its knowledge, the sole producer worldwide on an industrial scale;
• Revenue linked to the progress of developments based on the platform and, where applicable, royalties on future sales.

ABSA share issue: a transaction primarily aimed at shareholders

• Target amount in the region of €10 million;
• Subscription commitments totalling €7.3 million, representing 75 per cent of the target amount;
• ABSA subscription price: €0.30, representing a discount of approximately 23 per cent compared with the reference price of the Amoéba share[3] ;
• Subscription ratio: 1 new share for every 3 existing shares;
• Theoretical value of the warrant (BSA) attached to each new share subscribed for: €0.028[4] ;
• Subscription period for New Shares: from 8 October 2026 to 23 October 2026 inclusive;
• Offer eligible for the main tax schemes: PEA, PEA PME-ETI, FIP, FCPI, Article 150-0 B ter and IR-PME.

In order to involve all existing shareholders in this transaction, on 6 October 2026, each Amoéba shareholder will be allocated, free of charge, 1 subscription right for each share held at the close of trading on 5 October 2026:

• 3 subscription rights will entitle the holder to subscribe for 1 new share using a share subscription warrant (ABSA) at a unit price of €0.30 per share from 8 October to 23 October inclusive. Thus, the exercise of all the subscription rights issued would enable Amoéba to raise funds of around €9.7 million.
• Each new share issued will be accompanied by one free share subscription warrant (BSA). Two BSAs will entitle the holder to subscribe for one new share at a price of €0.60 until 31 December 2028. Consequently, the exercise of all the share subscription warrants issued would enable Amoéba to raise additional funds of around €9.7 million.

The proceeds from the capital increase, prior to the potential exercise of the share subscription warrants, will provide the Company with the necessary resources to finance its ongoing activities, primarily its commercial development (approximately 30 per cent of the funds raised) and its day-to-day requirements (approximately 70 per cent). Should 75 per cent of the transaction be completed, the rate of expenditure will be adjusted, but the allocation formula is expected to remain unchanged.

This issue, carried out pursuant to the^13thresolution of the combined general meeting of 3 April 2026, is also open to new investors, both institutional and retail, and is subject to subscription commitments covering at least 75 per cent of the target amount prior to its launch.

An Information Document drawn up in accordance with Annex IX of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended, is available on the Company's website.

Terms and conditions of the offer

Terms and conditions of the issue

The ABSA shares, for which admission to trading is being sought, will be issued as part of the capital increase with shareholders' pre-emptive subscription rights, resolved on 30 September 2026 by the Company's Board of Directors acting under the delegation of authority granted to it by the Company's combined general meeting of shareholders on 3 April 2026, pursuant to the 13^th resolution.

The issue of the ABSA is not subject to a guarantee agreement.

The issue of the ABSA shares is, however, covered to the extent of approximately 75 per cent by the subscription commitments described below.

In the event that the Capital Increase is not fully subscribed, the Capital Increase may still proceed but would then be reduced by the total amount of subscriptions received, provided that this amount reaches at least 75 per cent of the amount of the authorised issue.

MAREX SA will act as Global Coordinator under a management agreement entered into on 29 September 2026.

The New Shares will be admitted to trading on Euronext Growth Paris on 29 October 2026.

The Share Subscription Warrants will also be admitted to trading on Euronext Growth Paris from that same date.

Number of New Shares for which admission is sought

The transaction involves the issue of 32,294,779 new ordinary shares in the Company, each of which is attached to a share subscription warrant, representing a capital increase with a nominal value of 645,895.58 euros, equivalent to 33.33 per cent of the Company's share capital as at the date of the press release (on an undiluted basis).

The exercise of all the share warrants could result in the issue of a maximum of 16,147,389 additional new ordinary shares, representing a capital increase of a maximum nominal amount of €322,947.78, equivalent to 16.67 per cent of the Company's share capital as at the date of the press release.

Subscription price for ABSA shares

The subscription price for the ABSA shares has been set at €0.30 per share, comprising a nominal value of €0.02 and an issue premium of €0.28. Based on the share's closing price on 30 September 2026, i.e. €0.317:

• The issue price of €0.30 for the ABSA shares represents a discount to par value of approximately 5.36 per cent,
• The theoretical value of the preferential subscription right is €0.004,
• The theoretical value of the share ex-rights is €0.313,
• The issue price of the ABSA shares represents a discount of 4.08 per cent compared with the theoretical value of the share ex-rights.

These figures do not prejudge the value of the preferential subscription right during the subscription period, the value of the share ex-right, or the discounts as they will be observed on the market.

Pre-emptive subscription right

The issue of ABSA shares is carried out whilst maintaining the preferential subscription right, as defined by the Company's combined general meeting of shareholders held on 3 April 2026, pursuant to its^13thresolution, in accordance with Article L. 225-132 of the Commercial Code.

To exercise their pre-emptive subscription rights, holders must submit a request to their authorised financial intermediary at any time between 8 October 2026 and 23 October 2026 inclusive and pay the corresponding subscription price. Any pre-emptive subscription rights not exercised will lapse automatically at the end of the subscription period, i.e. on 23 October 2026 at the close of trading.

The preferential subscription rights will be tradable under ISIN code FR001401B569 from 6 October 2026 to 21 October 2026. The Company will, prior to the close of the trading period for the preferential subscription rights, i.e. before 21 October 2026, the preferential subscription rights detached from the shares held in treasury by the Company, namely 33,366 shares representing 0.03 per cent of the Company's share capital, in accordance with the terms of Article L.225-210 of the French Commercial Code.

Characteristics of the BSA

Two BSA warrants entitle the holder to subscribe for one new ordinary share (subject to the usual statutory and contractual adjustments) in the Company at a price of €0.60. The BSA warrants may be exercised at any time from the date of issue of the ABSA shares until 31 December 2028. Any BSA warrants not exercised by the end of this period will automatically lapse. The exercise of the BSA warrants will not result in the delivery of fractional shares. The Company will reimburse the holder for the shortfall in cash, unless the holder decides to pay the cash amount required to subscribe for the next whole number of shares. The exercise of all share warrants will result in the issue of a maximum of 16,147,389 Shares Arising from the Exercise of Share Warrants, representing a maximum additional capital increase of €9,688,433.40 (including the share premium). The theoretical value of each BSA, assuming a volatility of 58.13%, an exercise ratio of 2 BSAs for 1 new share and based on the closing price on 30 September 2026 (€0.317), is equal to €0.028 according to the Black–Scholes model.

Financial intermediaries

Registered or bearer shareholders: subscriptions will be accepted until 23 October 2026 by the financial intermediaries acting as account holders.

Shareholders holding shares in pure registered form: subscriptions will be accepted by UPTEVIA up to and including 23 October 2026.

Centralising body responsible for issuing the certificate of deposit of funds confirming the completion of the capital increase: UPTEVIA (90-110 Esplanade du Général de Gaulle, 92400 Courbevoie)

Global Coordinator: MAREX SA.

Subscription commitments

The Company has received subscription commitments on an irrevocable, reducible and discretionary basis, in cash or by set-off against receivables, totalling €7,266,325.20, representing 75 per cent of the proposed capital increase, of which:

• €5,165,997 from Nice & Green by way of set-off against receivables, comprising €2,412,619.50 on an irrevocable basis and €2,753,377.50 on a discretionary basis[5] ;
• €2,000,328 in cash, on an irreducible and discretionary basis, from investors who will receive a commission equal to 10 per cent of the amount of their subscription, i.e. a pre-tax amount of €200,032.80[6] ;
• €100,000.20 in cash, on an irrevocable and reducible basis, from Benoit VILLERS, Chairman of the Board of Directors.

The Company is not aware of the intentions of its other shareholders.

Indicative Timetable

Dilution

Impact of the issue of ABSA shares on the shareholding structure

As at the date of this press release, to the best of the Company's knowledge, the breakdown of the Company's shareholding structure is as follows:

Following the issue of the ABSA shares and prior to the exercise of the BSA warrants, the Company's shareholding structure will be as follows (assuming 100% completion of the transaction and full fulfilment of subscription commitments, whether irrevocable, reducible or discretionary):

Following the issue of the ABSA shares and prior to the exercise of the BSA warrants, the Company's shareholding structure will be as follows (assuming 75% completion of the transaction and full fulfilment of subscription commitments, whether irrevocable, reducible or discretionary)

Following the issue of the ABSA shares and the exercise of the BSA warrants, the Company's shareholding structure will be as follows (assuming 100% completion of the transaction, full fulfilment of subscription commitments (whether irrevocable, reducible or discretionary) and the exercise of all BSA warrants):

Impact of the issue of ABSA shares on the equity ratio

For information purposes only, the impact of the issue of ordinary shares and share subscription warrants on the proportion of equity per share (calculations based on the Company's consolidated equity as at 30 June 2026 – unaudited figure – plus the funds raised through the private placement in September 2026 – and the number of shares comprising the Company's share capital on that date) would be as follows:

Impact of the ABSA issue on the shareholder's position

For information purposes, the impact of the issue on the shareholding of a shareholder holding 1 per cent of the Company's share capital prior to the issue and not subscribing to it (calculations based on the number of shares comprising the Company's share capital as at the date of the press release) is as follows:

Terms and conditions of participation

Subscription price

The subscription price has been set at €0.30 per ABSA share, representing a discount of 23.25 per cent compared with the reference price – which corresponds to the volume-weighted average of the five trading sessions preceding the finalisation of the terms of the transaction – namely €0.3909.

Irrevocable subscription

Subscription for ABSA shares is reserved, on a preferential basis, for holders of Existing Shares recorded in their securities accounts at the close of business on the day preceding the opening date of the subscription period, and for transferees of preferential subscription rights (PSRs).

Holders of preferential subscription rights may subscribe on an irreducible basis, at a ratio of 1 ABSA for every 3 Existing Shares held, i.e. 3 DPS will entitle the holder to subscribe for 1 ABSA, with no account taken of fractions.

Pre-emptive subscription rights may only be exercised up to a number of DPS sufficient to subscribe for a whole number of ABSA shares. Shareholders or transferees of subscription rights who, in respect of the mandatory subscription, do not hold a sufficient number of Existing Shares or subscription rights to obtain a whole number of ABSA shares, must arrange to acquire or dispose of on the market the number of subscription rights required to reach the multiple resulting in a whole number of ABSA shares.

It is noted, for information purposes, that the Company holds, at the launch of the transaction, 33,366 of its own shares.

Subscription on a reducible basis

A reducible preferential subscription right (DPS) to ABSA shares is established for the benefit of shareholders, which may be exercised in proportion to their rights and within the limits of their applications.

At the same time as they submit their non-reducible subscriptions, shareholders or assignees of preferential subscription rights may subscribe on a reducible basis for as many ABSA shares as they wish, in addition to the number of ABSA shares resulting from the exercise of their non-reducible preferential subscription rights.

Any ABSA shares not taken up by non-reducible subscriptions will be allocated to subscribers on a reducible basis. Subscription orders on a reduced basis will be fulfilled up to the limit of the requests made and in proportion to the number of existing shares whose rights have been used to support their subscriptions on an irreducible basis, without this resulting in the allocation of any fractional ABSA shares.

In the event that a single subscriber submits several separate subscription orders, the number of ABSA shares to which they are entitled on a reducible basis will be calculated on the basis of all their subscription rights only if they expressly make a special request in writing, no later than the closing date of the subscription. This request must be attached to one of the subscription applications and provide all the information necessary for the consolidation of rights, specifying the number of subscription applications made and the authorised intermediary or intermediaries with whom these applications have been lodged.

Subscription forms in the names of separate subscribers cannot be consolidated to obtain ABSA shares on a reduced basis.

A notice published in a legal gazette in the jurisdiction where the company's registered office is situated and by Euronext will, where applicable, set out the allocation scale for subscriptions on a reducible basis.

Unrestricted subscription

In addition to the option to subscribe on a non-reducible or reducible basis in accordance with the terms and conditions set out above, any natural or legal person, whether or not holding preferential subscription rights, may subscribe to this capital increase on a free basis.

Persons wishing to subscribe on a non-reducible basis must submit their application to their authorised 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 Commercial Code, applications for subscription on a non-preferential basis will only be taken into account if the applications for subscription on an irrevocable and reducible basis have not fully subscribed the capital increase, it being understood that the Board of Directors shall have the discretion to allocate the unsubscribed shares, in whole or in part, amongst persons (shareholders or third parties) of its choice who have submitted applications for subscriptions on a discretionary basis.

Risk factors

Risk factors relating to the Issuer

Investors are advised, before subscribing for shares in the Company, to review all the information contained in the Company's Universal Registration Document filed with the AMF on 18 March 2026 under number D. 26-0108, as well as the risk factors described below, before deciding to invest in the Company's shares. The 2025 Universal Registration Document is available free of charge on the Company's website (https://amoeba-nature.com/investisseur/information-financiere/).

Risk factors relating to the securities issued

In addition to the risk factors specific to the Issuer, shareholders are advised, before making their investment decision, to refer to the following risk factors relating to the securities issued:

• The market for preferential subscription rights may offer only limited liquidity and be subject to high volatility;
• Shareholders who do not exercise their preferential subscription rights would see their stake in the Company's share capital diluted;
• The market price of the Company's shares may fluctuate and fall below the subscription price of the shares issued upon exercise of the preferential subscription rights;
• Sales of the Company's shares or rights of pre-emptive subscription could have an adverse impact on the market price of the shares or the rights of pre-emptive subscription;
• The share warrants attached to the New Shares present specific risks and their exercise will result in further dilution.

About Amoéba :

Founded in 2010, Amoéba is a greentech company based in Chassieu (Lyon, France) whose ambition is to become a major player in the management of microbiological risk through the patented use of amoebae in the plant protection and cosmetics sectors.

With expertise that is unique in the world and protected by numerous patents, Amoéba is currently the only company authorised to utilise the Willaertia amoeba on an industrial scale for biocontrol and cosmetic applications. To the Company's knowledge, it is also the only firm capable of producing this amoeba on an industrial scale in volumes suitable for commercial applications, thereby offering a viable alternative to the chemical products widely used today.

Amoéba is currently focusing on the global biocontrol market for plant protection and the cosmetics market. As the marketing of plant protection products is subject to obtaining local regulatory authorisations, the Company has undertaken the necessary regulatory procedures and submitted registration applications in Europe and the United States. As regards the active substance, it had already obtained approval in the US in 2022 and a positive, final opinion from EFSA in Europe. Registration of the AXPERA product was granted in 2025 for the United States and in 2026 in France, followed by other targeted European countries.

As for the cosmetic application, this does not require prior approval from a competent authority in Europe or the United States. The cosmetic ingredient is already listed on the INCI (International Nomenclature of Cosmetic Ingredients) list, paving the way for its global marketing, except in China where local approval is required.

Amoéba is a company listed on Euronext Growth (ALMIB). The company is a member of the Bpifrance Excellence network and is eligible for the PEA-PME scheme. Further information is available at www.amoeba-nature.com

Contacts:

Disclaimers

This press release contains ‘forward-looking statements'. All statements other than statements of historical fact included in this press release, including, without limitation, those concerning the Company's financial position, business strategy, plans and management's objectives for future operations, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Company's actual results, performance or achievements, or the results of the industry, to differ materially from the future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the Company's current and future business strategies and the environment in which the Company will operate in the future. Other factors could lead to significant differences in actual results, performance or achievements. The Company expressly disclaims any obligation or undertaking to update or amend the forward-looking statements contained in this press release, whether as a result of new information, future developments or for any other reason.

This press release and the information contained therein do not constitute an offer to sell or a solicitation of an offer to buy, or a solicitation to sell or buy, any securities, and no sale of securities will take place in any state or jurisdiction where such an offer, solicitation or sale would be unlawful without registration or approval under the securities laws of that state or jurisdiction. This press release does not constitute an offer to sell securities or a solicitation of an offer to purchase securities in the United States or in any other jurisdiction. The securities referred to in this press release may not be offered or sold in the United States without registration or an exemption from registration under the US Securities Act of 1933, as amended. The Company does not intend to register the offer, in whole or in part, in the United States, nor does it intend to make a public offering in the United States.

This press release does not contain, nor does it constitute, an invitation, an encouragement or an inducement to invest.

This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the ‘Prospectus Regulation').

With regard to the Member States of the European Economic Area (other than France) (the ‘Relevant States'), no action has been taken and will not be taken to enable a public offer of securities that would require the publication of a prospectus in any Relevant State. Consequently, the securities may not be, and will not be, offered in any of the Relevant States, except in accordance with the exemptions provided for in Article 1 (4) of the Prospectus Regulation or in other cases where the Company is not required to publish a prospectus pursuant to Article 3(2) of the Prospectus Regulation and/or the applicable regulations in those Relevant States.

This press release is intended solely for persons (i) who are not in the United Kingdom, subject to applicable regulations; (ii) who are ‘investment professionals' meeting the requirements of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ‘Order'); (iii) who are persons falling within the provisions of Article 49(2)(a) to (d) (‘high net worth companies, unincorporated associations, etc.') of the Order; or (iv) any other person to whom this press release may be addressed in accordance with the law (the persons referred to in paragraphs (i) to (iv) being collectively referred to as ‘Eligible Persons'). Any investment or investment activity relating to this press release is restricted to Qualified Persons and may only be undertaken by such persons. Any person other than a Qualified Person must refrain from using or relying on this press release and the information contained therein. With regard to the United Kingdom, securities may not be offered or sold without the publication of a prospectus in the United Kingdom or an exemption from such publication under Regulation (EU) 2017/1129 as amended, in so far as it forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018 (Withdrawal) (‘UK Prospectus Regulation'). Consequently, this press release is directed solely at persons who are ‘qualified investors' within the meaning of Article 2(e) of the UK Prospectus Regulation.

The publication, distribution or dissemination of this press release in certain countries may constitute a breach of applicable laws and regulations. Consequently, persons physically present in those countries in which this press release is disseminated, published or distributed must inform themselves of and comply with such laws and regulations.

This press release must not be distributed, disseminated or published, directly or indirectly, in the United States, Canada, Japan or Australia.

[1] The Company has decided to amend the terms of the transaction compared with the indicative figures set out in the press release of 24 September 2026

[2] In the first half of 2026, Amoéba generated a current operating profit of -€6,364,000

[3] Volume-weighted average of the five trading sessions preceding the launch of the transaction, i.e. €0.3909

[4] Assuming a volatility of 58.13%, an exercise ratio of 2 warrants for 1 new share and based on the closing price on 30 September 2026 (€0.317), this is equal to €0.028 according to the Black–Scholes model

[5] This discretionary commitment will only be triggered if 75 per cent of the ABSA shares have not been subscribed for by the close of the mandatory and optional subscription period

[6] The discretionary commitments will only be triggered if 75 per cent of the ABSA shares have not been subscribed for at the close of the non-reducible and reducible subscription period

[7] Including Koppert