PRESS RELEASE
from VALBIOTIS (EPA:ALVAL)
VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained PSR in the amount of €10.2M secured by commitments amounting to 76.6%
VALBIOTIS SA Valbiotis announces the launch of a capital increase with maintained PSR in the amount of €10.2M secured by commitments of up to 76.6%
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 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 €905,000, compared to €175,000 in 2024. In the first four months of the 2026 financial year, the Company reported a turnover of €547,000 (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 €3 million in 2026 to over €25 million in 2027 and to generate a positive EBITDA[1] in 2027. By 2030, the Company is targeting a turnover of over €100 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:
Should the Offering be limited to the subscription agreements received, i.e., net revenue of €6.5M, 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 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 €4.7M. 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. €8.8M, 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.
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 €0.10 each, listed on Euronext Growth Paris. Share and PSR codes
Legal framework of the Offering Pursuant to the delegation of authority granted by the 11th 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 €0.86, 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 €10.2M. Extension Clause None. Subscription Price The subscription price has been set at €0.86 per New Share, comprising a par value of €0.10 and to be fully paid upon subscription, either in cash or by offsetting receivables. This price represents a discount of:
Gross and net proceeds of the issue Based on these assumptions, gross and net revenue from this operation would amount to:
(*) Including the amount of the remuneration relating to the subscription agreements under the guarantee (580 K€ = 10.0% x €5.8M), 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:
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 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. €0.86 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 €0.0466 based on the closing price of VALBIOTIS shares on June 5, 2026. The subscription price of €0.86 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. |