06/06/2025 08:00
VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained preferential subscription rights for a gross amount of nearly €6.9 million, secured by subscription commitments of 75
INFORMATION REGLEMENTEE

VALBIOTIS SA
VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained preferential subscription rights for a gross amount of nearly €6.9 million, secured by subscription commitments of 75

06-Jun-2025 / 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.


 


Press Release


 


 


Valbiotis announces the launch of a capital increase with maintained preferential subscription rights for a gross amount of nearly €6.9 million, secured by subscription commitments of 75.0%


 


  • Capital increase with maintained preferential subscription rights (“PSR”) in the amount of €6.9 million
  • Subscription commitments as a guarantee in the amount of €5.14 million representing more than 75.0% of the planned capital increase
  • Subscription Price: 0.88 € per share, i.e., a discount of 25.2% compared with the closing share price on 5 June 2025 and a discount of 18.4% compared with the theoretical value of the share after detachment of the rights
  • Subscription Parity: 1 new share for 2 existing shares
  • Detachment of preferential subscription rights on 10 June 2025
  • Preferential subscription rights trading period from 10 June to 20 June 2025
  • Subscription period for new shares from 12 June to 24 June 2025
  • Securities eligible for FIP, FCPI, PEA and PEA PME-ETI, 150-0-B-Ter Reinvestment/Sale and Tax Reduction “IR-PME” 

 


 


La Rochelle, June 6, 2025 (8:00 a.m. CEST) – Valbiotis (FR0013254851 – ALVAL, PEA/SME eligible), a French laboratory specializing in the development and distribution of scientifically tested dietary supplements designed to support health at every stage of life, announces the launch of a capital increase with maintained preferential subscription rights intended mainly to finance the implementation of its commercial strategy and the growth of its sales of dietary supplements.


 


Sébastien Peltier, CEO and Co-Founder of Valbiotis, states: “Valbiotis entered the commercialization phase a year ago, and is set to generate its first significant commercial revenues in 2025. This trajectory is the culmination of an ambitious and successful transformation, following ten years of R&D, which has built up a portfolio of patented, 100% natural, clinically tested active ingredients unrivalled on the market. With three ValbiotisPRO® products now available in France, both on our e-commerce site and in pharmacies, the steady rise in our operating indicators has validated our business model, which relies on an ever-expanding ecosystem of partners, prescribers and trusted third parties (healthcare professionals, pharmacy networks, supplemental insurance companies, etc.). Today, to support this ongoing commercial roll-out, we are launching a capital increase open to all, with maintained preferential subscription rights for existing Valbiotis shareholders. I hope that this operation will attract a large number of investors wishing to join in Valbiotis’ ambitions, as we continue to build on our position as a key player in the field of natural, scientifically proven health supplements, meeting the needs of the French people in terms of preventive health and well-being.” 


 


 


CONTEXT FOR THE OFFERING


 


With its declared aim of becoming a major player in the dietary supplements sector, Valbiotis has set a number of milestones, enabling it to enter a phase of sustained commercial deployment.


 


A Value Proposition to Address Considerable Medical Needs


Valbiotis’ mission is to offer healthcare professionals and consumers clinically tested natural health supplements that cover all the major concerns linked to prevention and well-being. 


The range currently on offer:


  • A portfolio called ValbiotisPRO® made up of three substances supported by a high level of scientific evidence that addresses cholesterol balance (Lipidrive®), metabolic health (TOTUM•63) and blood pressure (Tensodrive®, formerly TOTUM•854) since the beginning of June 2025, and that should be expanded at the end of 2026 or beginning of 2027, with the addition of a supplement for liver and lipid metabolism imbalances (TOTUM•448). 

 


  • A complementary range, ValbiotisPLUS® made up of 12 natural dietary supplements to date, addressing everyday health issues (Omega 3, Multivitamins, Antioxidant, Serenity, Sleep, Marine Collagen Beauty, Marine Collagen Joints, etc.), which will be expanded with the arrival of 4 new products by the end of 2025. 

Acceleration of a Multi-Channel Marketing Strategy


In addition to the launch of sales via its e-commerce site, Valbiotis has set up a sales force of 16 Medical Promotion Officers (MPO) and a key account manager dedicated to pharmacy networks, who are gradually establishing a foothold in pharmacies.


As a result of these efforts, Valbiotis now has over 300 direct client pharmacies (excluding wholesaler-distributors), in addition to privileged access to over 1,500 pharmacies thanks to 5 agreements with pharmacy networks signed over the past few months (see press releases of March 31, 2025, and May 6, 2025). These additions bolster the network of direct client pharmacies and the referencing already in place with almost all wholesaler-distributors covering 19,000 pharmacies in France.


Advanced discussions are underway with new pharmacy networks to further extend this network by summer 2025. At the same time, training sessions have been organized for pharmacy teams to help them promote Valbiotis health products. 


The Company’s reputation among healthcare professionals will also be strengthened throughout the year through our presence at conferences and via scientific publications, with six papers and events scheduled for this year to date. At the same time, Valbiotis intends to raise its profile with the general public through high-impact digital marketing, backed up by a targeted media and influence plan. 


Growing Foothold and Commercial Indicators In Line with Expectations  


All these strategic and commercial advances are in line with the growing strength of our business in both B2B (pharmacy) and B2C (e-commerce) distribution channels:


- In B2B, the pace at which new sales outlets are being added to the network is accelerating, with 45 new direct sales outlets opened in the last two months (April-May 2025), compared with 37 in the first quarter of the year. This dynamic is fueled by pharmacy networks, in particular. In all, by the end of May 2025, Valbiotis solutions were present in 332 pharmacies. Additionally, the two new ValbiotisPRO® products (Metabolic Health and Cardio-Circulation) are rapidly gaining momentum, accounting for almost 40% of 2025 wholesale and pharmacy sales to date.


- In B2C, the drive to win new customers is also paying off, with 30% new customers in April-May 2025, i.e., a total of 2,382 online customers. Simultaneously, the average shopping basket has maintained an upward trend, reaching 85 euros in the second quarter, compared with 74 euros in the first quarter of 2025. Lastly, products launched in 2025 account for 22% of sales to date, confirming the very positive reception they have received from healthcare professionals and consumers alike.


 


Confirmation of Financial Goals


In light of this start to the financial year, Valbiotis remains confident in its ability to generate its first significant commercial revenues in the current financial year, and reiterates its ambitions to reach a first sales milestone of at least €25 million, backed by positive EBITDA in France, by 2027.


These two objectives for 2027 are likely to be revised upwards depending on the revenues that could be generated by international partnerships, given that discussions are underway with 8 potential partners (national laboratories, global players and platforms/marketplaces) in four major priority areas: United States, Europe, Asia and the Middle East.


For 2030, the Company aims to break €100M in turnover, with at least 30% from international sales and an EBITDA margin of between 25 and 30%.     


 


USE OF PROCEEDS FROM THE OFFERING


 


The funds raised will support the Company’s commercial expansion. In the event of a 100% Offering, the net proceeds of the issue will amount to approximately €5.8 million and will be allocated to the following objectives:


 


  • 60% will be devoted to marketing and communications initiatives aimed at the general public and healthcare professionals, as well as to international commercial development (second half of 2025 and 2026).
  • 30% will be used to finance working capital requirements for fiscal years 2025 and 2026, in line with growth in France.
  • 10% will be allocated to strengthen the network of Medical Promotion Officers, with the planned expansion of three geographical areas.

 


Should the Offering be limited to the subscription commitments received, i.e., net a revenue of €4.1 million, the relative share of funds allocated to each objective would remain unchanged and be reduced proportionately.


 


 


LIQUIDITY HORIZON


 


Prior to the Offering, the Company has sufficient working capital to meet its obligations and cash flow requirements for the next 12 months.


 


Given the liquid assets available at the end of May 2025, and the anticipated ramp-up of business in line with the strategic plan already communicated, the Company considers that the 100% net proceeds from the Offering, i.e., €5.8 million, will ensure a liquidity horizon well past the 3rd quarter of 2026.  


 


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 15,910,365 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


 


  • Denomination: VALBIOTIS
  • Share ISIN Code and Ticker Symbol: FR0013254851 - ALVAL
  • PSR ISIN Code: FR0014010BV7
  • Listing Location: Euronext Growth Paris
  • LEI Code: 969500VP4JBJCF0MOP60

 


 


Legal Framework of the Offering


 


Pursuant to the delegation of authority granted by the 8th resolution of the Combined General Meeting of April 18, 2025, VALBIOTIS’ Management Board decided at its meeting on 5 June 2025 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 7,787,869 new shares (the “New Shares”) at a unit price of 0.88 €, on the basis of 1 New Share for 2 Existing Shares (2 PSR will entitle the holder to subscribe to 1 New Shares), representing gross proceeds of €6.9 million.


 


 


 Gross and Net Proceeds of the Issue


 


Based on these assumptions, gross and net revenue from this operation would amount to:


 


In €M

Issue limited to subscription commitments

100% issue 


Gross proceeds

€5.14 million


€6.9 million


Expenses related to the issue (*)

€1.0 million

€1.1 million


Net proceeds 


€4.14 million


€5.8 million


 


 (*) Including the amount of the remuneration relating to the subscription commitments under the guarantee ([Comgar] = 10.0% x €5.1 million), as well as other expenses relating to the issue.


 


 


Subscription Price


 


The subscription price has been set at €0.88 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 25.2% compared with the last closing price preceding the setting of the issue price by the Management Board on 5 June 2025 (i.e., €1.18) and of 18.4% compared with the ex-rights price of VALBIOTIS shares.


 


 


Opening and Closing Dates of the Subscription Period for the New Shares


 


From 12 June to 24 June 2025 inclusive.


 


 


Preferential Subscription Rights


 


Each shareholder will receive one preferential subscription right for each share registered in their securities account at the close of trading on 11 June 2025. In order to guarantee registration in the share account on that date, orders for existing shares on the Euronext Growth Paris market must be executed no later than 9 June 2025.


 


Subscription for the New Shares will be reserved, by preference, for (i) holders of Existing Shares recorded in their accounts (securities account, PEA or PEA PME-ETI), who will be allocated one (1) PSR for each Existing Share held and for (ii) transferees of the PSRs.


 


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 PSRs. 


 


PSRs may only be exercised in numbers that entitle the holder to subscribe to a whole number of New Shares. Holders of PSRs who 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 PSRs 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 PSRs are listed, under ISIN code FR0014010BV7.


 


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 PSRs 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.


 


For information purposes, the Company discloses that it holds 30,964 of its own shares as of 5 June 2025.


 


A shareholder has waived the sale and/or exercise of 334,627 PSRs.


 


 


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 12 June and 24 June 2025 inclusive, and pay the corresponding subscription price, i.e. €0.88 per New Share, in cash and/or by offsetting receivables. Unexercised PSRs will automatically lapse at the end of the subscription period, i.e., at the close of trading on 24 June 2025, 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 PSRs will be listed and traded on Euronext Growth Paris, under ISIN code FR0014010BV7 from 10 June to 20 June 2025 inclusive. If these PSRs are not exercised by 24 June 2025 or sold by 20 June 2025, they will lapse and their value will be zero.


 


Theoretical Value of Preferential Subscription Rights


 


The theoretical value of the subscription right is €0.0973 based on the closing price of Valbiotis shares on 5 June 2025. The subscription price of €0.88 per share represents a discount of 18.4% 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 PSRs detached from the treasury shares held by the Company on 10 June 2025 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. 


 


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 planned for the Offering.


 


Please note that the Company has obtained subscription and guarantee commitments for 75.0% of the amount of the Public Offering. See “Subscription Commitments” 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 24 June 2025 (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 24 June 2025 (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 settlement and delivery date for the New Shares is 30 June 2025, according to the provisional schedule.


 


 


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 in the shares will therefore only begin once settlement and delivery have been completed and the depositary’s certificate has been issued.


 


It should be noted, however, that the Company has received subscription and guarantee commitments representing 75.0% the amount of this Offering, to secure the completion of the issue.


 


 


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 intention 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 the main shareholders.


 


Other commitments


 


  • Subscription Commitments

 


The Company has also received a subscription commitment for a total of €0.1 million from a shareholder.


 


  • Guarantee Commitments

 


The guarantee commitments represent an amount of €5.0 million


 


Name

Guarantee commitments

Subscription commitments

Total

Vatel

2 000 000 €

 

2 000 000 €

Market Wizards

650 000 €

 

650 000 €

Friedland Gestion

500 000 €

 

500 000 €

Vester Finance

500 000 €

 

500 000 €

Gestys

350 000 €

 

350 000 €

Hamilton Stuart Capital

250 000 €

 

250 000 €

Treecap BV

250 000 €

 

250 000 €

Maitice Gestion

150 000 €

 

150 000 €

Pure Capital

 

100 000 €

100 000 €

Autres investisseurs (*)

390 000 €

 

390 000 €

 

 

 

 

Total

5 040 000 €

100 000 €

5 140 000 €

(*) 6 investors for unit amounts less than or equal to €100K

 

 


 


In total, the


 


subscription and guarantee commitments reach €5.14 million and represent 75.0% of the Offer.


 


These guarantee commitments will be triggered in the event that the total amount of subscriptions for New Shares (non-reducible, reducible and unrestricted subscriptions) represents less than 100% of the  Offering.


 


All guarantors will be compensated with a commission equal to 10.0% of the amount of their commitment, irrespective of the amount of shares allocated to them.


 


No related governance agreement has been signed with any of these investors.


 


 


Commitments to Retain Shares and Abstain from Trading


 


None. 


 


 


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 30 June 2025.


 


 


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 provisional schedule for the capital increase, the new shares are expected to be registered in the securities account on 30 June 2025.


 


Currency of Issue: The New Shares will be issued in euros.


 


Listing of the New Shares: Application will be made for the new shares to be listed on the Euronext Growth market in Paris on 30 June 2025. 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 of this date, on the same quotation line as these shares under the same ISIN code FR0013254851 – ticker symbol ALVAL.


 


 


DILUTION


 


Impact of the Issue on Consolidated Shareholders’ Equity, Per Share 


 


Dilutive impact of the Offering

Consolidated shareholders’ equity per share on December 31, 2024

Non-diluted basis

Diluted basis (1)

Pre-Offering

€0.65

€0.86

Post-Offering limited to the commitments (75%)

 €0.71

 €0.87

Post-Offering – Issuance 100%

 €0.73

€0.87 

 


(1) Taking into account the exercise in full of currently outstanding securities giving access to the capital (AGAs, BSAs and BSPCEs), which could lead to the creation of a total of 1,556,130 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 basis

Diluted basis (1)

Pre-Offering

1.00%

0.91%

Post-Offering limited to the commitments (75%)

0.73% 

0.68% 

Post-Offering – Issuance 100%

 0.67%

0.63% 

 


(1) Taking into account the exercise in full of currently outstanding securities giving access to the capital (AGAs, BSAs and BSPCEs), which could lead to the creation of a total of 1,556,130 shares.


 


 


 


 


 


PROVISIONAL SCHEDULE FOR THE OPERATION 


 


 


5 June 2025


(after market close)
  • Decision by the Executive Board on the implementation and final terms of the operation

 

 

6 June 2025
  • Distribution of Valbiotis press release describing the main features of the capital increase
  • Distribution by EURONEXT of the notice of issue

 

9 June 2025
  • Closing date for market purchases of existing shares entitling the purchaser to the preferential subscription rights that will be detached therefrom.
  • Publication of a BALO notice

 

10 June 2025
  • Detachment (before market open) of preferential subscription rights
  • Admission and start of trading period for PSR

 

11 June 2025
  • Deadline for registration of existing shares entitling their holders to receive preferential subscription rights

 

12 June 2025
  • Opening of the subscription period for New Shares
  • Opening of the period in which PSRs may be exercised

 

20 June 2025
  • End of PSR trading period

 

24 June 2025
  • Closing of the subscription period for New Shares
  • Closing of the period in which PSRs may be exercised

 

26 June 2025
  • 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.

 

30 June 2025
  • 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


 


 


 

Pre-Offering

 

Post-Offering


Issuance limited to the commitments (75%)

 

Post Offering


Issuance 100%

Shareholders

Nb of shares

% capital

 

Nb of shares

% capital

 

Nb of shares

% capital

 

 

 

 

 

 

 

 

 

 

 

Management board members (1)

       708 544  


4,45%

 

        708 544  


3,26%

 

        708 544  


2,99%

Including Djanka Investissement (controlled by Sébastien PELTIER)


           608 681  


3,83%

 

        608 681  


2,80%

 

        608 681  


2,57%

Including Sébastien PELTIER


39 248

0,25%

 

            39 248  


0,18%

 

           39 248  


0,17%

Supervisory Board Members

                   -  


0,00%

 

                     -  


0,00%

 

                     -  


0,00%

Employees (2)

         58 960  


0,37%

 

          58 960  


0,27%

 

          58 960  


0,25%

Floating

  15 109 497  


94,97%

 

  20 950 399  


96,32%

 

  22 897 366  


96,62%

Liquidity contract (May 31st 2025)

         33 364  


0,21%

 

          33 364  


0,15%

 

          33 364  


0,14%

TOTAL

  15 910 365  


100,00%

 

  21 751 267  


100,00%

 

  23 698 234  


100,00%

 


1) Members of the board of directors not bound by concerted action


2) Shares held in registered form only


 


 


Impact of the Offering on Breakdown of Voting Rights  


 


 


 

Pre-Offering

 

Post-Offering


Issuance limited to the commitments (75%)

 

Post Offering


Issuance 100%

Shareholders

Nb Voting Rights

% Voting Rights

 

Nb Voting Rights

% Voting Rights

 

Nb Voting Rights

% Voting Rights


  

 

 


  

Management board members (1)

    1 329 494  


8,02%

 

      1 329 494  


5,93%

 

      1 329 494  


5,46%


  

Including Djanka Investissement (controlled by Sébastien PELTIER)


1 213 681

7,32%

 

      1 213 681  


5,42%

 

      1 213 681  


4,98%


  

Including Sébastien PELTIER

39 248

0,24%

 

           39 248  


0,18%

 

           39 248  


0,16%


  

Supervisory Board Members

                -  


0,00%

 

                     -  


0,00%

 

                     -  


0,00%


  

Employees (2)

         60 795  


0,37%

 

           60 795  


0,27%

 

           60 795  


0,25%


  

Floating

  15 179 420  


91,61%

 

    21 020 322  


93,80%

 

    22 967 289  


94,29%


  

Liquidity contract (May 31st 2025)

                   -  


0,00%

 

                     -  


0,00%

 

                          


0,00%


  

TOTAL

  16 569 709  


100,00%

 

    22 410 611  


100,00%

 

    24 357 578  


100,00%


  

 

 

 

 

 

 

 

 

 


  
                           

 


1) Members of the board of directors not bound by concerted action


2) Shares held in registered form only


 


 


SUBSCRIPTION PROCEDURE


 


The capital increase will be carried out with maintained shareholders’ PSRs, with the option to subscribe for shares on a non-reducible basis, on a reducible basis and on an unrestricted basis. 


 


Each shareholder will receive one preferential subscription right for each share recorded in their securities account at the close of trading on 11 June 2025. In order to guarantee this registration in the securities account on this date, orders for existing shares on the Euronext Growth Paris market must be executed no later than 9 June 2025.


 


  • If you are a shareholder of the Company

 


You have PSRs attached to your Valbiotis shares, which give you to subscribe to the New Shares by applying the ratio 1 New Share for 2 DPS with priority.


  • Either you hold a sufficient number of existing shares to be able to subscribe to a whole number of New Shares via your PSRs (for example, if you hold 2 VALBIOTIS shares, you will be able to subscribe to 1 New Share with priority).
  • Or you do not have a sufficient number of existing shares to obtain a whole number of New Shares, you may then buy or sell the number of PSRs, enabling you to reach the ratio necessary to obtain a whole number of New Shares (1 New Share for 2 PSR).

 


In addition to the subscriptions made by means of the PSRs you hold, you may also subscribe on an unrestricted basis no later than 24 June 2025 (however, your subscription will only be taken into account if (i) the operation has not already been fully subscribed by holders of PSRs 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.


  • If you are not a shareholder of the Company 

 


You can subscribe to the Capital Increase in two ways:


 


  • Either by acquiring PSRs on the stock market from 10 June 2025 to 20 June 2025, through the financial institution in charge of your securities account, and exercising your PSRs through that institution no later than 24 June 2025. 
  • Or by subscribing on an unrestricted basis until 24 June 2025. Persons wishing to subscribe on an unrestricted basis should contact their authorized financial intermediary.

 


 


RISK FACTORS


 


Before making any investment decisions, investors are advised to carefully consider the risk factors described in the 2024 Universal Registration Document (Chapter 3), available on the Company’s website (www.valbiotis.com) in the “Investors/Regulatory Information” section. https://investisseurs.valbiotis.com/wp-content/uploads/2025/05/Valbiotis-URD_mai-2025.pdf


 


 


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:


  • The market for preferential subscription rights may offer only limited liquidity and be subject to significant volatility.
  • Shareholders who do not exercise their preferential subscription rights may experience dilution of their ownership in the Company.
  • 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.
  • The volatility and liquidity of the Company’s shares may vary significantly.
  • In the event of a decline in the Company’s share price, the preferential subscription rights may lose their value.
  • The Company’s shareholders could face potentially significant dilution as a result of any future capital increases.

 


All information and documentation relating to the Capital Increase is available at investir.valbiotis.com


 


 


PROSPECTUS


 


In accordance with the provisions of Article L.411-2 of the French Monetary and Financial Code and Article 211-2 of the General Regulations of the Autorité des marchés financiers (AMF), the present capital increase will not give rise to a Prospectus approved by the AMF, as the maximum amount of the Offering, calculated over a 12-month period, does not exceed €8,000,000.


 


LATEST PUBLICATIONS


 


  • May 22, 2025: June 2nd ValbiotisPRO® Cardio-circulation launch announcement

 


  • May 16, 2025: Universal registration document for the financial year ending December 31, 2024, filed with the AMF

 


 


UPCOMING FINANCIAL PUBLICATION


 


  • October 30, 2025: Publication of half-year results 

 


 


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 2024 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.


 


 


 


OPERATION PARTNERS


 


 

 


 

 


 

 


Lead manager and joint bookrunner

 


Lead manager and joint bookrunner

 


Listing Sponsor

 


 


 


About Valbiotis


 


Valbiotis is a French laboratory specializing in the development and distribution of scientifically tested dietary supplements designed to support health at every stage of life. Through an innovative approach combining scientific excellence, plant expertise and the richness of natural ingredients, Valbiotis offers a new generation of dietary supplements aimed at promoting cardio-metabolic balance and overall well-being, and addressing everyday health concerns such as sleep, fatigue, mood regulation, 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 communications / Valbiotis


Caroline Lamberti


+33 6 77 82 56 88


caroline.lamberti@valbiotis.com


 


Financial communications / Seitosei-Actifin  


Marianne Py


+33 1 80 48 25 31


marianne.py@seitosei-actifin.com


 


 


Press Relations / Seitosei-Actifin


Michael Scholze


+33 1 56 88 11 14


michael.scholze@seitosei-actifin.com


 


 


Regulatory filing PDF file

File: CP Valbiotis AKA EN

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 / Other releases
EQS News ID: 2151782
 
End of Announcement EQS News Service

2151782  06-Jun-2025 CET/CEST











VALBIOTIS SA


VALBIOTIS SA: Valbiotis announces the launch of a capital increase with maintained preferential subscription rights for a gross amount of nearly €6.9 million, secured by subscription commitments of 75

06-Jun-2025 / 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.



 



Press Release



 



 



Valbiotis announces the launch of a capital increase with maintained preferential subscription rights for a gross amount of nearly €6.9 million, secured by subscription commitments of 75.0%



 



  • Capital increase with maintained preferential subscription rights (“PSR”) in the amount of €6.9 million

  • Subscription commitments as a guarantee in the amount of €5.14 million representing more than 75.0% of the planned capital increase

  • Subscription Price: 0.88 € per share, i.e., a discount of 25.2% compared with the closing share price on 5 June 2025 and a discount of 18.4% compared with the theoretical value of the share after detachment of the rights

  • Subscription Parity: 1 new share for 2 existing shares

  • Detachment of preferential subscription rights on 10 June 2025

  • Preferential subscription rights trading period from 10 June to 20 June 2025

  • Subscription period for new shares from 12 June to 24 June 2025

  • Securities eligible for FIP, FCPI, PEA and PEA PME-ETI, 150-0-B-Ter Reinvestment/Sale and Tax Reduction “IR-PME” 

 



 



La Rochelle, June 6, 2025 (8:00 a.m. CEST) – Valbiotis (FR0013254851 – ALVAL, PEA/SME eligible), a French laboratory specializing in the development and distribution of scientifically tested dietary supplements designed to support health at every stage of life, announces the launch of a capital increase with maintained preferential subscription rights intended mainly to finance the implementation of its commercial strategy and the growth of its sales of dietary supplements.



 



Sébastien Peltier, CEO and Co-Founder of Valbiotis, states: “Valbiotis entered the commercialization phase a year ago, and is set to generate its first significant commercial revenues in 2025. This trajectory is the culmination of an ambitious and successful transformation, following ten years of R&D, which has built up a portfolio of patented, 100% natural, clinically tested active ingredients unrivalled on the market. With three ValbiotisPRO® products now available in France, both on our e-commerce site and in pharmacies, the steady rise in our operating indicators has validated our business model, which relies on an ever-expanding ecosystem of partners, prescribers and trusted third parties (healthcare professionals, pharmacy networks, supplemental insurance companies, etc.). Today, to support this ongoing commercial roll-out, we are launching a capital increase open to all, with maintained preferential subscription rights for existing Valbiotis shareholders. I hope that this operation will attract a large number of investors wishing to join in Valbiotis’ ambitions, as we continue to build on our position as a key player in the field of natural, scientifically proven health supplements, meeting the needs of the French people in terms of preventive health and well-being.” 



 



 



CONTEXT FOR THE OFFERING



 



With its declared aim of becoming a major player in the dietary supplements sector, Valbiotis has set a number of milestones, enabling it to enter a phase of sustained commercial deployment.



 



A Value Proposition to Address Considerable Medical Needs



Valbiotis’ mission is to offer healthcare professionals and consumers clinically tested natural health supplements that cover all the major concerns linked to prevention and well-being. 



The range currently on offer:



  • A portfolio called ValbiotisPRO® made up of three substances supported by a high level of scientific evidence that addresses cholesterol balance (Lipidrive®), metabolic health (TOTUM•63) and blood pressure (Tensodrive®, formerly TOTUM•854) since the beginning of June 2025, and that should be expanded at the end of 2026 or beginning of 2027, with the addition of a supplement for liver and lipid metabolism imbalances (TOTUM•448). 

 



  • A complementary range, ValbiotisPLUS® made up of 12 natural dietary supplements to date, addressing everyday health issues (Omega 3, Multivitamins, Antioxidant, Serenity, Sleep, Marine Collagen Beauty, Marine Collagen Joints, etc.), which will be expanded with the arrival of 4 new products by the end of 2025. 

Acceleration of a Multi-Channel Marketing Strategy



In addition to the launch of sales via its e-commerce site, Valbiotis has set up a sales force of 16 Medical Promotion Officers (MPO) and a key account manager dedicated to pharmacy networks, who are gradually establishing a foothold in pharmacies.



As a result of these efforts, Valbiotis now has over 300 direct client pharmacies (excluding wholesaler-distributors), in addition to privileged access to over 1,500 pharmacies thanks to 5 agreements with pharmacy networks signed over the past few months (see press releases of March 31, 2025, and May 6, 2025). These additions bolster the network of direct client pharmacies and the referencing already in place with almost all wholesaler-distributors covering 19,000 pharmacies in France.



Advanced discussions are underway with new pharmacy networks to further extend this network by summer 2025. At the same time, training sessions have been organized for pharmacy teams to help them promote Valbiotis health products. 



The Company’s reputation among healthcare professionals will also be strengthened throughout the year through our presence at conferences and via scientific publications, with six papers and events scheduled for this year to date. At the same time, Valbiotis intends to raise its profile with the general public through high-impact digital marketing, backed up by a targeted media and influence plan. 



Growing Foothold and Commercial Indicators In Line with Expectations  



All these strategic and commercial advances are in line with the growing strength of our business in both B2B (pharmacy) and B2C (e-commerce) distribution channels:



- In B2B, the pace at which new sales outlets are being added to the network is accelerating, with 45 new direct sales outlets opened in the last two months (April-May 2025), compared with 37 in the first quarter of the year. This dynamic is fueled by pharmacy networks, in particular. In all, by the end of May 2025, Valbiotis solutions were present in 332 pharmacies. Additionally, the two new ValbiotisPRO® products (Metabolic Health and Cardio-Circulation) are rapidly gaining momentum, accounting for almost 40% of 2025 wholesale and pharmacy sales to date.



- In B2C, the drive to win new customers is also paying off, with 30% new customers in April-May 2025, i.e., a total of 2,382 online customers. Simultaneously, the average shopping basket has maintained an upward trend, reaching 85 euros in the second quarter, compared with 74 euros in the first quarter of 2025. Lastly, products launched in 2025 account for 22% of sales to date, confirming the very positive reception they have received from healthcare professionals and consumers alike.



 



Confirmation of Financial Goals



In light of this start to the financial year, Valbiotis remains confident in its ability to generate its first significant commercial revenues in the current financial year, and reiterates its ambitions to reach a first sales milestone of at least €25 million, backed by positive EBITDA in France, by 2027.



These two objectives for 2027 are likely to be revised upwards depending on the revenues that could be generated by international partnerships, given that discussions are underway with 8 potential partners (national laboratories, global players and platforms/marketplaces) in four major priority areas: United States, Europe, Asia and the Middle East.



For 2030, the Company aims to break €100M in turnover, with at least 30% from international sales and an EBITDA margin of between 25 and 30%.     



 



USE OF PROCEEDS FROM THE OFFERING



 



The funds raised will support the Company’s commercial expansion. In the event of a 100% Offering, the net proceeds of the issue will amount to approximately €5.8 million and will be allocated to the following objectives:



 



  • 60% will be devoted to marketing and communications initiatives aimed at the general public and healthcare professionals, as well as to international commercial development (second half of 2025 and 2026).

  • 30% will be used to finance working capital requirements for fiscal years 2025 and 2026, in line with growth in France.

  • 10% will be allocated to strengthen the network of Medical Promotion Officers, with the planned expansion of three geographical areas.

 



Should the Offering be limited to the subscription commitments received, i.e., net a revenue of €4.1 million, the relative share of funds allocated to each objective would remain unchanged and be reduced proportionately.



 



 



LIQUIDITY HORIZON



 



Prior to the Offering, the Company has sufficient working capital to meet its obligations and cash flow requirements for the next 12 months.



 



Given the liquid assets available at the end of May 2025, and the anticipated ramp-up of business in line with the strategic plan already communicated, the Company considers that the 100% net proceeds from the Offering, i.e., €5.8 million, will ensure a liquidity horizon well past the 3rd quarter of 2026.  



 





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 15,910,365 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



 



  • Denomination: VALBIOTIS

  • Share ISIN Code and Ticker Symbol: FR0013254851 - ALVAL

  • PSR ISIN Code: FR0014010BV7

  • Listing Location: Euronext Growth Paris

  • LEI Code: 969500VP4JBJCF0MOP60

 



 



Legal Framework of the Offering



 



Pursuant to the delegation of authority granted by the 8th resolution of the Combined General Meeting of April 18, 2025, VALBIOTIS’ Management Board decided at its meeting on 5 June 2025 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 7,787,869 new shares (the “New Shares”) at a unit price of 0.88 €, on the basis of 1 New Share for 2 Existing Shares (2 PSR will entitle the holder to subscribe to 1 New Shares), representing gross proceeds of €6.9 million.



 



 



 Gross and Net Proceeds of the Issue



 



Based on these assumptions, gross and net revenue from this operation would amount to:



 

















In €M

Issue limited to subscription commitments

100% issue 



Gross proceeds

€5.14 million



€6.9 million



Expenses related to the issue (*)

€1.0 million

€1.1 million



Net proceeds 



€4.14 million



€5.8 million




 



 (*) Including the amount of the remuneration relating to the subscription commitments under the guarantee ([Comgar] = 10.0% x €5.1 million), as well as other expenses relating to the issue.



 



 



Subscription Price



 



The subscription price has been set at €0.88 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 25.2% compared with the last closing price preceding the setting of the issue price by the Management Board on 5 June 2025 (i.e., €1.18) and of 18.4% compared with the ex-rights price of VALBIOTIS shares.



 



 



Opening and Closing Dates of the Subscription Period for the New Shares



 



From 12 June to 24 June 2025 inclusive.



 



 



Preferential Subscription Rights



 



Each shareholder will receive one preferential subscription right for each share registered in their securities account at the close of trading on 11 June 2025. In order to guarantee registration in the share account on that date, orders for existing shares on the Euronext Growth Paris market must be executed no later than 9 June 2025.



 



Subscription for the New Shares will be reserved, by preference, for (i) holders of Existing Shares recorded in their accounts (securities account, PEA or PEA PME-ETI), who will be allocated one (1) PSR for each Existing Share held and for (ii) transferees of the PSRs.



 



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 PSRs. 



 



PSRs may only be exercised in numbers that entitle the holder to subscribe to a whole number of New Shares. Holders of PSRs who 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 PSRs 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 PSRs are listed, under ISIN code FR0014010BV7.



 



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 PSRs 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.



 



For information purposes, the Company discloses that it holds 30,964 of its own shares as of 5 June 2025.



 



A shareholder has waived the sale and/or exercise of 334,627 PSRs.



 



 



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 12 June and 24 June 2025 inclusive, and pay the corresponding subscription price, i.e. €0.88 per New Share, in cash and/or by offsetting receivables. Unexercised PSRs will automatically lapse at the end of the subscription period, i.e., at the close of trading on 24 June 2025, 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 PSRs will be listed and traded on Euronext Growth Paris, under ISIN code FR0014010BV7 from 10 June to 20 June 2025 inclusive. If these PSRs are not exercised by 24 June 2025 or sold by 20 June 2025, they will lapse and their value will be zero.



 



Theoretical Value of Preferential Subscription Rights



 



The theoretical value of the subscription right is €0.0973 based on the closing price of Valbiotis shares on 5 June 2025. The subscription price of €0.88 per share represents a discount of 18.4% 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 PSRs detached from the treasury shares held by the Company on 10 June 2025 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. 



 



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 planned for the Offering.



 



Please note that the Company has obtained subscription and guarantee commitments for 75.0% of the amount of the Public Offering. See “Subscription Commitments” 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 24 June 2025 (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 24 June 2025 (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 settlement and delivery date for the New Shares is 30 June 2025, according to the provisional schedule.



 



 



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 in the shares will therefore only begin once settlement and delivery have been completed and the depositary’s certificate has been issued.



 



It should be noted, however, that the Company has received subscription and guarantee commitments representing 75.0% the amount of this Offering, to secure the completion of the issue.



 



 



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 intention 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 the main shareholders.



 



Other commitments



 



  • Subscription Commitments

 



The Company has also received a subscription commitment for a total of €0.1 million from a shareholder.



 



  • Guarantee Commitments

 



The guarantee commitments represent an amount of €5.0 million



 


























































Name

Guarantee commitments

Subscription commitments

Total

Vatel

2 000 000 €

 

2 000 000 €

Market Wizards

650 000 €

 

650 000 €

Friedland Gestion

500 000 €

 

500 000 €

Vester Finance

500 000 €

 

500 000 €

Gestys

350 000 €

 

350 000 €

Hamilton Stuart Capital

250 000 €

 

250 000 €

Treecap BV

250 000 €

 

250 000 €

Maitice Gestion

150 000 €

 

150 000 €

Pure Capital

 

100 000 €

100 000 €

Autres investisseurs (*)

390 000 €

 

390 000 €

 

 

 

 

Total

5 040 000 €

100 000 €

5 140 000 €

(*) 6 investors for unit amounts less than or equal to €100K

 

 



 



In total, the



 



subscription and guarantee commitments reach €5.14 million and represent 75.0% of the Offer.



 



These guarantee commitments will be triggered in the event that the total amount of subscriptions for New Shares (non-reducible, reducible and unrestricted subscriptions) represents less than 100% of the  Offering.



 



All guarantors will be compensated with a commission equal to 10.0% of the amount of their commitment, irrespective of the amount of shares allocated to them.



 



No related governance agreement has been signed with any of these investors.



 



 



Commitments to Retain Shares and Abstain from Trading



 



None. 



 



 



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 30 June 2025.



 



 



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 provisional schedule for the capital increase, the new shares are expected to be registered in the securities account on 30 June 2025.



 



Currency of Issue: The New Shares will be issued in euros.



 



Listing of the New Shares: Application will be made for the new shares to be listed on the Euronext Growth market in Paris on 30 June 2025. 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 of this date, on the same quotation line as these shares under the same ISIN code FR0013254851 – ticker symbol ALVAL.



 



 



DILUTION



 



Impact of the Issue on Consolidated Shareholders’ Equity, Per Share 



 

















Dilutive impact of the Offering

Consolidated shareholders’ equity per share on December 31, 2024

Non-diluted basis

Diluted basis (1)

Pre-Offering

€0.65

€0.86

Post-Offering limited to the commitments (75%)

 €0.71

 €0.87

Post-Offering – Issuance 100%

 €0.73

€0.87 

 



(1) Taking into account the exercise in full of currently outstanding securities giving access to the capital (AGAs, BSAs and BSPCEs), which could lead to the creation of a total of 1,556,130 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 basis

Diluted basis (1)

Pre-Offering

1.00%

0.91%

Post-Offering limited to the commitments (75%)

0.73% 

0.68% 

Post-Offering – Issuance 100%

 0.67%

0.63% 


 



(1) Taking into account the exercise in full of currently outstanding securities giving access to the capital (AGAs, BSAs and BSPCEs), which could lead to the creation of a total of 1,556,130 shares.



 



 



 



 



 



PROVISIONAL SCHEDULE FOR THE OPERATION 



 



 


























5 June 2025



(after market close)
  • Decision by the Executive Board on the implementation and final terms of the operation

 

 

6 June 2025
  • Distribution of Valbiotis press release describing the main features of the capital increase

  • Distribution by EURONEXT of the notice of issue

 

9 June 2025
  • Closing date for market purchases of existing shares entitling the purchaser to the preferential subscription rights that will be detached therefrom.

  • Publication of a BALO notice

 

10 June 2025
  • Detachment (before market open) of preferential subscription rights

  • Admission and start of trading period for PSR

 

11 June 2025
  • Deadline for registration of existing shares entitling their holders to receive preferential subscription rights

 

12 June 2025
  • Opening of the subscription period for New Shares

  • Opening of the period in which PSRs may be exercised

 

20 June 2025
  • End of PSR trading period

 

24 June 2025
  • Closing of the subscription period for New Shares

  • Closing of the period in which PSRs may be exercised

 

26 June 2025
  • 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.

 

30 June 2025
  • 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



 



 






































































































 

Pre-Offering

 

Post-Offering



Issuance limited to the commitments (75%)

 

Post Offering



Issuance 100%

Shareholders

Nb of shares

% capital

 

Nb of shares

% capital

 

Nb of shares

% capital

 

 

 

 

 

 

 

 

 

 

 

Management board members (1)

       708 544  



4,45%

 

        708 544  



3,26%

 

        708 544  



2,99%

Including Djanka Investissement (controlled by Sébastien PELTIER)



           608 681  



3,83%

 

        608 681  



2,80%

 

        608 681  



2,57%

Including Sébastien PELTIER



39 248

0,25%

 

            39 248  



0,18%

 

           39 248  



0,17%

Supervisory Board Members

                   -  



0,00%

 

                     -  



0,00%

 

                     -  



0,00%

Employees (2)

         58 960  



0,37%

 

          58 960  



0,27%

 

          58 960  



0,25%

Floating

  15 109 497  



94,97%

 

  20 950 399  



96,32%

 

  22 897 366  



96,62%

Liquidity contract (May 31st 2025)

         33 364  



0,21%

 

          33 364  



0,15%

 

          33 364  



0,14%

TOTAL

  15 910 365  



100,00%

 

  21 751 267  



100,00%

 

  23 698 234  



100,00%

 



1) Members of the board of directors not bound by concerted action



2) Shares held in registered form only



 



 



Impact of the Offering on Breakdown of Voting Rights  



 



 































































































































 

Pre-Offering

 

Post-Offering



Issuance limited to the commitments (75%)

 

Post Offering



Issuance 100%

Shareholders

Nb Voting Rights

% Voting Rights

 

Nb Voting Rights

% Voting Rights

 

Nb Voting Rights

% Voting Rights


  

 

 


  

Management board members (1)

    1 329 494  



8,02%

 

      1 329 494  



5,93%

 

      1 329 494  



5,46%


  

Including Djanka Investissement (controlled by Sébastien PELTIER)



1 213 681

7,32%

 

      1 213 681  



5,42%

 

      1 213 681  



4,98%


  

Including Sébastien PELTIER

39 248

0,24%

 

           39 248  



0,18%

 

           39 248  



0,16%


  

Supervisory Board Members

                -  



0,00%

 

                     -  



0,00%

 

                     -  



0,00%


  

Employees (2)

         60 795  



0,37%

 

           60 795  



0,27%

 

           60 795  



0,25%


  

Floating

  15 179 420  



91,61%

 

    21 020 322  



93,80%

 

    22 967 289  



94,29%


  

Liquidity contract (May 31st 2025)

                   -  



0,00%

 

                     -  



0,00%

 

                          



0,00%


  

TOTAL

  16 569 709  



100,00%

 

    22 410 611  



100,00%

 

    24 357 578  



100,00%


  

 

 

 

 

 

 

 

 

 


  
                           

 



1) Members of the board of directors not bound by concerted action



2) Shares held in registered form only



 



 



SUBSCRIPTION PROCEDURE



 



The capital increase will be carried out with maintained shareholders’ PSRs, with the option to subscribe for shares on a non-reducible basis, on a reducible basis and on an unrestricted basis. 



 



Each shareholder will receive one preferential subscription right for each share recorded in their securities account at the close of trading on 11 June 2025. In order to guarantee this registration in the securities account on this date, orders for existing shares on the Euronext Growth Paris market must be executed no later than 9 June 2025.



 



  • If you are a shareholder of the Company

 



You have PSRs attached to your Valbiotis shares, which give you to subscribe to the New Shares by applying the ratio 1 New Share for 2 DPS with priority.



  • Either you hold a sufficient number of existing shares to be able to subscribe to a whole number of New Shares via your PSRs (for example, if you hold 2 VALBIOTIS shares, you will be able to subscribe to 1 New Share with priority).

  • Or you do not have a sufficient number of existing shares to obtain a whole number of New Shares, you may then buy or sell the number of PSRs, enabling you to reach the ratio necessary to obtain a whole number of New Shares (1 New Share for 2 PSR).

 



In addition to the subscriptions made by means of the PSRs you hold, you may also subscribe on an unrestricted basis no later than 24 June 2025 (however, your subscription will only be taken into account if (i) the operation has not already been fully subscribed by holders of PSRs 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.



  • If you are not a shareholder of the Company 

 



You can subscribe to the Capital Increase in two ways:



 



  • Either by acquiring PSRs on the stock market from 10 June 2025 to 20 June 2025, through the financial institution in charge of your securities account, and exercising your PSRs through that institution no later than 24 June 2025. 

  • Or by subscribing on an unrestricted basis until 24 June 2025. Persons wishing to subscribe on an unrestricted basis should contact their authorized financial intermediary.

 



 



RISK FACTORS



 



Before making any investment decisions, investors are advised to carefully consider the risk factors described in the 2024 Universal Registration Document (Chapter 3), available on the Company’s website (www.valbiotis.com) in the “Investors/Regulatory Information” section. https://investisseurs.valbiotis.com/wp-content/uploads/2025/05/Valbiotis-URD_mai-2025.pdf



 



 



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:



  • The market for preferential subscription rights may offer only limited liquidity and be subject to significant volatility.

  • Shareholders who do not exercise their preferential subscription rights may experience dilution of their ownership in the Company.

  • 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.

  • The volatility and liquidity of the Company’s shares may vary significantly.

  • In the event of a decline in the Company’s share price, the preferential subscription rights may lose their value.

  • The Company’s shareholders could face potentially significant dilution as a result of any future capital increases.

 



All information and documentation relating to the Capital Increase is available at investir.valbiotis.com



 



 



PROSPECTUS



 



In accordance with the provisions of Article L.411-2 of the French Monetary and Financial Code and Article 211-2 of the General Regulations of the Autorité des marchés financiers (AMF), the present capital increase will not give rise to a Prospectus approved by the AMF, as the maximum amount of the Offering, calculated over a 12-month period, does not exceed €8,000,000.



 



LATEST PUBLICATIONS



 



  • May 22, 2025: June 2nd ValbiotisPRO® Cardio-circulation launch announcement

 



  • May 16, 2025: Universal registration document for the financial year ending December 31, 2024, filed with the AMF

 



 



UPCOMING FINANCIAL PUBLICATION



 



  • October 30, 2025: Publication of half-year results 

 



 



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 2024 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.



 



 



 



OPERATION PARTNERS



 










 

 



 

 



 

 



Lead manager and joint bookrunner

 



Lead manager and joint bookrunner

 



Listing Sponsor

 



 



 



About Valbiotis



 



Valbiotis is a French laboratory specializing in the development and distribution of scientifically tested dietary supplements designed to support health at every stage of life. Through an innovative approach combining scientific excellence, plant expertise and the richness of natural ingredients, Valbiotis offers a new generation of dietary supplements aimed at promoting cardio-metabolic balance and overall well-being, and addressing everyday health concerns such as sleep, fatigue, mood regulation, 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 communications / Valbiotis



Caroline Lamberti



+33 6 77 82 56 88



caroline.lamberti@valbiotis.com



 



Financial communications / Seitosei-Actifin  



Marianne Py



+33 1 80 48 25 31



marianne.py@seitosei-actifin.com



 



 



Press Relations / Seitosei-Actifin



Michael Scholze



+33 1 56 88 11 14



michael.scholze@seitosei-actifin.com



 



 






Regulatory filing PDF file

File: CP Valbiotis AKA EN
























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 / Other releases
EQS News ID: 2151782



 
End of Announcement EQS News Service


2151782  06-Jun-2025 CET/CEST







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