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%
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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. 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
The Company has received a subscription commitment totaling €2.0M 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 €2M subscription will thus consist partly of non-reducible shares and partly of reducible shares.
Guarantee commitments amounting to €5.8M. The table below provides a summary of the commitments received:
In total, subscription commitments and guarantee commitments amount to €7.8M 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
Impact of the Issue on the Situation of a Shareholder Holding 1% of the Capital and Not Subscribing to the Offering
INDICATIVE TIMETABLE FOR THE OPERATION
IMPACT ON OWNERSHIP STRUCTURE AND VOTING RIGHTS Impact of the Offering on Ownership Structure
Impact of the Offering on Breakdown of Voting Rights
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.
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.
In addition to the subscriptions made by means of the PSR you hold, you may also subscribe on an unrestricted basis no later than June 24, 2026 (however, your subscription will only be taken into account if (i) the operation has not already been fully subscribed by holders of PSR or (ii) your unrestricted subscription has been reduced in whole or in part by a decision of the Executive Board), the number of New Shares you wish, by sending your request, at the same time as your non-reducible subscription request, through your authorized financial intermediary. Each subscription must be accompanied by payment of the subscription price, in cash and/or by offsetting receivables.
You can subscribe to the Capital Increase in two ways:
RISK FACTORS Before making any investment decisions, investors are advised to carefully consider the risk factors described in the 2025 Universal Registration Document (Chapter 3), available on the Company’s website (https://investisseurs.valbiotis.com) in the “Investors/Regulatory Information” section. The occurrence of any or all of these risks could have a material adverse effect on the Company’s business, financial position, results of operations, development or outlook. As of the date of this press release, the risk factors presented in the aforementioned document remain unchanged. In addition, investors are advised to consider the specific risks associated with the Capital Increase:
All information and documentation relating to the Capital Increase is available at (www.valbiotis.com). PROSPECTUS This capital increase will not require a prospectus approved by the Autorité des marchés financiers (AMF), since the maximum amount of the Offering, calculated over a 12-month period, does not exceed €12,000,000. RECENT PUBLICATIONS
Next FINANCIAL REPORT
FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements. These statements do not constitute historical facts. These statements include projections, estimates and the underlying assumptions on which they are based, as well as statements relating to plans, objectives, intentions and expectations regarding future financial results, product potential or performance. Forward-looking statements are often introduced by terms such as “expects”, “anticipates”, “believes”, “intends”, “estimates” or “plans”, as well as other similar words. Although VALBIOTIS’ management believes that these forward-looking statements are reasonable, investors are advised that forward-looking information and statements are subject to numerous risks and uncertainties, many of which are difficult to predict and generally beyond VALBIOTIS’ control, and which could cause actual results and events to differ materially from those expressed, implied or anticipated in such forward-looking information and statements. These risks and uncertainties include, in particular, those discussed or identified in the 2025 Universal Registration Document (Chapter 3) available on the Company’s website (www.valbiotis.com) in the “Investors/Regulatory Information” section. Valbiotis undertakes no obligation to update any forward-looking information or statements, except as required by applicable regulations, in particular Articles 223-1 et seq. of the General Regulations of the Autorité des marchés financiers. DISCLAIMER This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction where such offer, solicitation or sale would be unlawful in the absence of registration or approval under the securities laws of such state or jurisdiction. The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of this document are responsible for informing themselves of any such local restrictions and for complying with them. This press release is a promotional announcement and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (Amendment the “Prospectus Regulation”). With regard to member states of the European Economic Area other than France (the “Member States”), no action has been or will be taken to permit a public offering of securities requiring the publication of a prospectus in any of these Member States. Consequently, the securities cannot and will not be offered in any of the Member States (other than France), except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation, or in other cases not requiring the publication by Valbiotis of a prospectus under the Prospectus Regulation and/or the regulations applicable in those Member States. This press release does not constitute a public offering of securities in the United Kingdom. This press release may not be published, distributed or circulated in the United States (including its territories and possessions). This press release does not constitute an offering, or a solicitation to buy, sell or subscribe for any securities in the United States. The securities referred to in this press release have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any applicable state or federal securities laws, and may not be offered or sold in the United States absent registration under the Securities Act, except pursuant to an applicable exemption from or in a transaction not subject to registration requirements under the Securities Act. Valbiotis does not intend to register the offering, in whole or in part, in the United States under or pursuant to the Securities Act or to conduct a public offering in the United States. This press release may not be distributed, directly or indirectly, in the United States, Canada, Australia or Japan. This press release may be issued in both French and English. In the event of any discrepancies between the two versions, the French version shall prevail. PARTNERS IN THE OPERATION
About Valbiotis Valbiotis is a French laboratory specializing in the development and distribution of scientifically tested first-line nutritional solutions designed to prevent cardiometabolic 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 cardiometabolic health and address associated functional issues such as sleep, fatigue, mood management, immunity and vitality. Created at the beginning of 2014 in La Rochelle, France, Valbiotis has forged numerous partnerships with leading academic centers. Valbiotis is a member of the “BPI Excellence” network and has been recognized as an “Innovative Company” by the BPI label. Valbiotis has received major financial support from the European Union for its research programs via the European Regional Development Fund (ERDF). Valbiotis is a PEA-SME eligible company. For more information on Valbiotis ®, please visit: www.valbiotis.com Contacts Corporate Communication / Valbiotis Caroline Lamberti + 33 6 77 82 56 88 caroline.lamberti@valbiotis.com Financial Communication / Seitosei-Actifin Marianne Py +33 1 80 48 25 31 marianne.py@seitosei-actifin.com Press Relations / Seitosei-Actifin Enora BUDET +33 6 72 17 84 60 enora.budet@seitosei-actifin.com [1] EBITDA is calculated by adding the total amount of IFRS depreciation, amortization and impairment charges, as shown in the Company’s published IFRS consolidated financial statements, to operating profit.
[2] EBITDA margin is calculated as the ratio of EBITDA to turnover, as shown in the Company’s published IFRS consolidated financial statements.
Regulatory filing PDF file File: CP LANCEMENT Vdef EN (1) |
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| Language: | English |
| Company: | VALBIOTIS SA |
| 12F, Rue Paul Vatine | |
| 17180 Périgny | |
| France | |
| Phone: | 0546286258 |
| E-mail: | contact@valbiotis.com |
| Internet: | www.valbiotis.com |
| ISIN: | FR0013254851 |
| Euronext Ticker: | ALVAL |
| AMF Category: | Inside information / Issuer activities (acquisitions, sales...) |
| EQS News ID: | 2340874 |
| End of Announcement | EQS News Service |
2340874 08-Jun-2026 CET/CEST
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