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valbiotis LABORATOIRE

Press Release

Valbiotis announces the launch of a capital increase with maintained PSR in the amount of €10.2M secured by commitments amounting to 76.6%

Capital increase with maintained preferential subscription rights (“PSR”) in the amount of €10.2M
The offering is secured at 76.6% through:
A subscription commitment of €2.0M from Tao Xianhua, Aika Co-Founder & CEO (through his holding company Ximen RD PTE Ltd), who holds a 51% stake in the China-based joint venture alongside Valbiotis
Guarantee commitments amounting to €5.8M
Subscription Price: €0.86 per share, i.e., a discount of 19.9% compared to the weighted average share price over the three trading sessions preceding the determination of the price (namely June 3, 4 & 5, 2026) and a discount of 9.8% compared with the theoretical value of the share after detachment of the rights
Subscription Parity: 1 new share for every 2 existing shares
Detachment of preferential subscription rights on June 10, 2026
Trading period for preferential subscription rights from June 10, 2026 to June 22, 2026
Subscription period for new shares open from June 12, 2026 to June 24, 2026
Securities eligible for FIP, FCPI, PEA and PEA PME-ETI, 150-0-B-Ter Re-investment/Sale and IR-PME

Join the webinar presenting the initiative on Monday, June 15, 2026, at 6 p.m. Click here to register

La Rochelle, June 8, 2026 (8:00 a.m. CEST) – Valbiotis (FR0013254851 – ALVAL, PEA/SME eligible), a French laboratory specializing in the development and distribution of scientifically tested nutritional solutions designed to prevent cardio-metabolic imbalances and address everyday health challenges, announces the launch of a capital increase with maintained preferential subscription rights intended to finance the acceleration of its commercial development in France and internationally.

Sébastien Peltier, CEO and Co-Founder of Valbiotis, states: “More than ten years ago, we made the strategic decision to build a new generation of dietary supplements on an unrivaled clinical foundation - now comprising 13 proprietary studies and more than 1,500 subjects evaluated - to address cardiometabolic 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

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

partnerships in Asia and the Middle East, both expected to begin generating revenue as of 2026. The participation of Tao Xianhua, Co-Founder and CEO of Aika, (which holds a 51% stake in our Chinese joint venture), in this capital increase constitutes a strong vote of confidence and reinforces our ambition to build a leading Asian player in dietary supplements targeting cardio-metabolic imbalances. Against this backdrop of strong acceleration, we are launching this capital increase, which is open to all investors while preserving preferential subscription rights for existing shareholders. I hope that this offering will attract the support of a large number of investors who wish to participate in and contribute to Valbiotis' ambitions."

Tao Xianhua (Aika Cofounder & CEO): "Over the past six months, I have been working closely with Sébastien Peltier's team to build our partnership, which will soon lead to the commercial launch of Valbiotis products tailored to Asian consumers. This collaboration has enabled me to fully appreciate the company's potential and the strength of what sets it apart: a rare commitment to scientific rigor and unrivaled expertise in plant science. It was this conviction that led me to want to become an active shareholder in Valbiotis. I am confident that Valbiotis will establish itself as a key player in the dietary supplements market, addressing cardio-metabolic imbalances."

BACKGROUND FOR THE OFFERING

Founded in 2014, Valbiotis is a French laboratory specializing in the development and distribution of scientifically validated first-line nutritional solutions designed to prevent cardio-metabolic imbalances. Through an innovative approach combining scientific excellence, plant expertise and a wealth of natural ingredients, Valbiotis develops high-quality formulations based on patented active ingredients validated by rigorous clinical studies, designed to provide long-term support for cardio-metabolic health and address associated functional issues such as sleep, fatigue, mood management, immunity and vitality.

Valbiotis has successfully transitioned from an R&D-focused company to a commercial model. The laboratory currently develops two ranges of dietary supplements:

The Valbiotis® range, comprising four dietary supplements backed by robust scientific evidence, unrivaled on the market, which address the risk factors for cardiometabolic health issues: Metabolic Health (TOTUM•63), Cholesterol (Lipidrive®), Cardio-Circulation (Tensodrive®, formerly TOTUM•854) and the management of NAFLD (Chronic liver disease) (Steadrive®, formerly TOTUM•448, which is currently in the clinical development phase and not yet on the market); and
The Valbiotis PLUS® range, currently comprising 8 dietary supplements designed to address the symptoms associated with cardio-metabolic imbalances, as well as various everyday health issues. These products are formulated on the basis of data from the scientific literature.

In just under a year, the Company has succeeded in building up significant commercial momentum in France through a multi-channel marketing strategy comprising:

An e-commerce site whose traffic has led to a significant increase in the number of customers (from 948 at the end of 2024, to 4,030 at the end of 2025, and 5,351 by the end of April 2026), with the average order value rising from €71 in 2024, to €86 at the end of 2025, and reaching €91 by the end of April 2026;
A network of 559 pharmacies at the end of April 2026, supported by an in-house sales force comprising a team of 16 Medical Promotion Officers and 1 Key Accounts Manager.

At the same time, the Company began its international expansion at the end of 2025, marked by the following key milestones:

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

November 2025: The signing of a strategic agreement with the Chinese group AIKA, involving the creation of a Chinese joint venture in which Valbiotis holds a 49% stake (with the AIKA group holding 51%). This joint venture is dedicated to marketing Valbiotis products in key Asian markets: China, Hong Kong, Japan, Taiwan, Macao, Singapore, Vietnam and Indonesia, with the possibility of expanding the partnership into other countries: South Korea, the Philippines, Malaysia, Brunei, Laos, Cambodia, Thailand (http://investisseurs.valbiotis.com/wp-content/uploads/2025/11/25-1117-CP-Valbiotis-Asie-VDEF-FR-03.pdf);
January 2026: The signing of an exclusive distribution agreement for the Middle East (Saudi Arabia, Lebanon and Iraq) with Mena Nutrition (http://investisseurs.valbiotis.com/wp-content/uploads/2026/01/CP-MoyenOrient_080126-FR.pdf);
March 2026: The launch of operations in Asia, with a joint venture now fully operational and set to begin marketing Valbiotis products in mainland China and Hong Kong via the cross-border e-commerce (CBEC) channel, thanks to partnerships already in place with leading specialist platforms. Valbiotis has also received an initial order from the joint venture, with a view to making the first deliveries of products specifically tailored to the Asian market (packaging, formulation, etc.) for Chinese consumers in the second half of 2026 (http://investisseurs.valbiotis.com/wp-content/uploads/2026/03/CP-JV-Chine-FR-OK.pdf);
April 2026: The launch of e-commerce deliveries to Belgium and Luxembourg: Valbiotis is strengthening its e-commerce logistics capabilities and expanding its full range of health supplements to these two markets (http://investisseurs.valbiotis.com/wp-content/uploads/2026/04/CP-Livraison-Belgique-et-Luxembourg-FR-OK.pdf);
May 2026: A new phase in the Company's expansion in Asia, with the opening of a subsidiary in Singapore by the joint venture owned by the Company and the AIKA Group. This establishment marks a key first step in the joint venture's expansion across Asia, outside China and Hong Kong, where it is already operational. This new subsidiary will gradually expand into several strategic markets across Asia, including Singapore, Vietnam, Indonesia and Japan (http://investisseurs.valbiotis.com/wp-content/uploads/2026/05/CP-Singapour-Vdef.pdf).
June 2026: A new milestone in the brand's expansion in the Middle East with the signing of an exclusive distribution agreement with Al Danah Medical Company, a leading player in the healthcare and nutrition sector in Qatar. This agreement provides for the marketing of the 4 ValbiotisPRO® products on the Qatari market (Lipidrive®, Totum-63, Tensodrive® and Steadrive®), to begin with. Initial revenues are expected as early as 2027, subject to registration procedures (https://investisseurs.valbiotis.com/wp-content/uploads/2026/06/CP-QATAR-VFOK.pdf).

Finally, the Company is continuing discussions with various stakeholders in order to press ahead with the implementation of its international strategy.

The steady improvement in operational indicators has validated this business model, which also relies on a constantly expanding ecosystem of partners, prescribers 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

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

internationally, from €3 million in 2026 to over €25 million in 2027 and to generate a positive EBITDA¹ in 2027. By 2030, the Company is targeting a turnover of over €100 million (across France and international markets), with an EBITDA² margin of between 25 and 30%.

USE OF PROCEEDS FROM THE OFFERING

Assuming 100% subscription of the Offering, the net proceeds of the fundraising will be used to finance the acceleration of the Company’s commercial development, as follows:

62% will be allocated to financing working capital requirements related to customer receivables and inventories, including securing the plant supply chain. This expected increase in working capital reflects the need to maintain inventory levels consistent with the Company’s commercial ambitions in France and internationally;
25% will be allocated to strengthening the target commercial network (from 16 to 25 Medical Promotion Officers) in order to achieve the Company’s revenue growth objectives and further expand the brand’s presence in France;
13% will be allocated to marketing and communication expenses to support the rollout of the Company’s offering.

Should the Offering be limited to the subscription agreements received, i.e., net proceeds 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 cash position available as of the end of April 2026 (€4.7M, unaudited);
the anticipated acceleration in the ramp-up of operations in line with the strategic plan previously communicated by the Company; and
the financial debt repayment schedule,

the Company estimates that its cash runway extends until the end of Q4 2026, at which point its funding requirement is expected to amount to approximately €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.

A dedicated website has been created for the occasion: https://investir.valbiotis.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 total of 50 different IFRS cosolident in the Company’s published IFRS consolidated financial statements.

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

Denomination: VALBIOTIS
Share ISIN Code and Ticker Symbol: FR0013254851 - ALVAL
PSR ISIN Code: FR0014019188
Listing Location: Euronext Growth Paris
LEI Code: 969500VP4JBJCF0MOP60

Legal framework of the Offering

Pursuant to the delegation of authority granted by the 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, to be fully paid upon subscription, either in cash or by offsetting receivables.

This price represents a discount of:

19.9% compared to the volume-weighted average price of Valbiotis shares over the three trading sessions preceding the determination of the issue price by the Management Board on June 5, 2026 (namely June 3, 4 & 5, 2026), and of
14.0% compared to the last closing price preceding the determination of the issue price by the Management Board on June 5, 2026 (€1.00),
9.8% compared to the ex-rights price of Valbiotis shares.

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

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 agreements	100% issue
Gross proceeds	€7.8M	€10.2M
Expenses related to the issue (*)	€1.3M	€1.4M
Net proceeds	€6.5M	€8.8M

(*) 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:

To holders of existing shares recorded in their securities accounts at the close of business on June 9, 2026, who will be allocated one (1) PSR for each share held in the Company; and
To purchasers of PSR.

Holders of PSRs may subscribe:

On a non-reducible basis, at a rate of 1 New Share for every 2 PSR held, and
On a reducible basis, for any additional New Shares they wish to acquire beyond those they are entitled to on a non-reducible basis by exercising their PSR.

PSR may only be exercised in numbers that entitle the holder to subscribe to a whole number of New Shares. Holders of PSR who, on a non-reducible basis, do not hold a sufficient number of Existing Shares to obtain a whole number of New Shares (i.e., a multiple of 2) must purchase the number of additional PSR required to subscribe for a whole number of New Shares on the Euronext Growth® market in Paris.

Fractional rights may be sold on the Euronext Growth market in Paris during the period in which the PSR are listed, under ISIN code FR0014019188.

Only the New Shares that have not been subscribed for on a non-reducible basis will be allocated among subscribers on a reducible basis in proportion to the number of Existing Shares whose PSR have been exercised on a non-reducible basis and within the limits of their requests.

If a single subscriber submits multiple separate subscription orders, the number of shares to which they are entitled on a reducible basis will only be calculated based on the total number of subscription rights they have exercised across all orders if the subscriber makes an express written request, no later than the closing date for subscriptions. This special request must be attached to one of the subscription forms and must include all necessary details to consolidate the rights, including the number of subscriptions

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

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 10, 2026 to June 22, 2026 inclusive. If these PSR are not exercised by June 24, 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-

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

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 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 depository’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

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

Subscription 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

Guarantee commitments amounting to €5.8M.

The table below provides a summary of the commitments received:

Name	Subscription Agreements	Guarantee Commitments	Total
Ximen RD PTE Ltd (Holding of Tao Xianhua)	€2,000,000		€2,000,000
Vatel Capital		€3,000,000	€3,000,000
TreeCap B.V.		€750,000	€750,000
Avenir France PME, managed by Talence Patrial		€450,000	€450,000
Market Wizards B.V.		€300,000	€300,000
Finaltis		€264,000	€264,000
Maitice Gestion		€250,000	€250,000
Gestys		€250,000	€250,000
Nice & Green		€250,000	€250,000
MW Gestion		€142,874	€142,874
Sully Patrimoine Gestion		€90,000	€90,000
Giga Societa Semplice		€50,000	€50,000
Total	€2,000,000	€5,796,874	€7,796,874

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.

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

Commitments to retain shares and abstain from trading

Mr. Sébastien PELTIER, CEO and Co-Founder 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

Dilutive impact of the Offering	Consolidated equity per share as of December 31, 2025
	Non-diluted basis	Diluted basis (1)
Before the Offering	€0.29	€0.45
After the Offering if limited to 76.6%	€0.45	€0.56
After 100% Offering	€0.48	€0.58

(1) Taking into account the exercise in full of all currently outstanding equity-linked instruments as of the date hereof (AGAs and BSPCEs), that could result in the issuance of up to 1,439,856 additional shares.

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

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)
Before the Offering	1.00%	0.94%
After the Offering if limited to 76.6%	0.72%	0.69%
After 100% Offering	0.67%	0.64%

INDICATIVE TIMETABLE FOR THE OPERATION

| June 5, 2026
(after market close) | - Decision by the Executive Board on the implementation and final terms of the operation |
| --- | --- |
| June 8, 2026 | - Distribution of VALBIOTIS press release describing the main features of the capital increase
- Distribution by EURONEXT of the notice of issue |
| June 9, 2026 | - Accounting day at the end of which holders of existing shares held in their securities accounts will be allocated PSR (Trade Date), |
| June 10, 2026 | - Detachment (before market open) of PSR
- Admission and start of trading period for PSR
- Publication of a BALO notice |
| June 12, 2026 | - Opening of the subscription period for New Shares
- Start of PSR exercise period |
| June 22, 2026 | - End of PSR trading period |
| June 24, 2026 | - Closing of the subscription period for New Shares
- End of PSR exercise of period |
| June 26, 2026 | - Publication by VALBIOTIS of a press release announcing the results of subscriptions.
- Publication by Euronext of the notice of admission of the new shares, indicating the final amount of the capital increase and the allocation scale for subscriptions on a reducible basis. |
| June 30, 2026 | - Issuance of new shares - Settlement and delivery of the operation
- Listing of the New Shares on Euronext Growth in Paris |

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

IMPACT ON OWNERSHIP STRUCTURE AND VOTING RIGHTS

Impact of the Offering on Ownership Structure

	Before the Offering		After the Offering issuance limited to commitments received (76.6%)		After the Offering full issuance (100%)
Shareholders	No. of shares	% capital	No. of shares	% capital	No. of shares	% capital
Members of the Board (1)	799,003	3.37%	799,003	2.44%	799,003	2.25%
Of which Djanka Investissement (controlled by Sé. PELTIER)	683,317	2.88%	683,317	2.09%	683,317	1.92%
Of which Sébastien PELTIER	39,248	0.17%	39,248	0.12%	39,248	0.11%
Employees (2)	89,822	0.38%	89,822	0.27%	89,822	0.25%
Øubjic	22,770,608	96.09%	31,836,735	97.17%	34,610,608	97.39%
Liquidity agreement (May 31, 2026)	38,801	0.16%	38,801	0.12%	38,801	0.11%
TOTAL	23,698,234	100%	32,764,361	100%	35,538,234	100%

(1) Members of the Management Board not acting in concert
(2) Shares held in registered form only

Impact of the Offering on Breakdown of Voting Rights

	Before the Offering		After the Offering issuance limited to commitments received (76.6%)		After the Offering full issuance (100%)
Shareholders	No. of voting rights	% of vot. rights	No. of voting rights	% of vot. rights	No. of voting rights	% of vot. rights
Members of the Board (1)	1,419,953	5.83%	1,419,953	4.25%	1,419,953	3.92%
Of which Djanka Investissement (controlled by Sé. PELTIER)	1,288,317	5.29%	1,288,317	3.85%	1,288,317	3.56%
Of which Sébastien PELTIER	39,248	0.16%	39,248	0.12%	39,248	0.11%
Employees (2)	94,386	0.39%	94,386	0.28%	94,386	0.26%
Pubjic	22,857,559	93.79%	31,923,686	95.47%	34,697,559	95.82%
Liquidity agreement (May 31, 2026)	-	0.00%	-		-
TOTAL	24,371,898	100.00%	33,438,025	100.00%	36,211,898	100.00%

(1) Members of the Management Board not acting in concert
(2) Shares held in registered form only

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

SUBSCRIPTION PROCEDURE

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

If you are a shareholder of the Company

You hold PSR attached to your Valbiotis shares, which entitle you to priority subscription to New Shares at a ratio of 1 New Share for every 2 PSR.

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

If you are not a shareholder of the Company

You can subscribe to the Capital Increase in two ways:

Either by acquiring PSR on the stock market from June 10, 2026 to June 22, 2026, through the financial institution in charge of your securities account, and exercising your PSR through that institution no later than June 24, 2026.
Or by subscribing on an unrestricted basis until June 24, 2026. 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 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:

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

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 (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

April 23, 2026: The launch of e-commerce deliveries to Belgium and Luxembourg;
May 11, 2026: Valbiotis continues its expansion in Asia. Establishment of a subsidiary in Singapore.
May 27, 2026: Monacolins from red yeast rice: On May 13, EU Member States voted in favor of the draft regulation aimed at banning monacolins from red yeast rice
June 8, 2026: A new milestone in the brand’s expansion in the Middle East with the signing of an exclusive distribution agreement with Al Danah Medical Company, a leading player in the healthcare and nutrition sector in Qatar (https://investisseurs.valbiotis.com/wp-content/uploads/2026/06/CP-QATAR-VFOK.pdf).

NEXT FINANCIAL REPORT

October 12, 2026: Release 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

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

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

PORTZAMPARC BNP PARIBAS GROUP

Global Coordinator. Lead manager and Joint Bookrunner

INVEST SECURITIES

Global Coordinator. Lead manager and Joint Bookrunner

ALLEGRA Finance

Listing Sponsor

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

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
[email protected]

Financial Communication / Seitosei-Actifin

Marianne Py
+33 1 80 48 25 31
[email protected]

Press Relations / Seitosei-Actifin

Enora BUDET
+33 6 72 17 84 60
[email protected]

This press release and the information it contains do not constitute an invitation to purchase or subscribe to securities in France or any other country.

AI assistant

Valbiotis — Share Issue/Capital Change 2026

1736_rns_2026-06-08_40af9cce-ced4-415e-a3f4-fd399650d989.pdf

Valbiotis announces the launch of a capital increase with maintained PSR in the amount of €10.2M secured by commitments amounting to 76.6%

Join the webinar presenting the initiative on Monday, June 15, 2026, at 6 p.m. Click here to register

BACKGROUND FOR THE OFFERING

USE OF PROCEEDS FROM THE OFFERING

LIQUIDITY HORIZON

TERMS AND CONDITIONS OF THE ISSUE OF NEW SHARES

Share Capital Prior to the Operation

Share and PSR codes

Legal framework of the Offering

Type of operation and number of shares to be issued

Extension Clause

Subscription Price

Gross and net proceeds of the issue

Opening and closing dates of the subscription period for the New Shares

Preferential subscription rights

Exercise of preferential subscription rights

Free subscription requests

Listing of preferential subscription rights

Theoretical value of preferential subscription rights

Preferential subscription rights detached from treasury shares held by the Company

Limitation on the Amount of the Capital Increase

Paying Agents - Subscription Payments

Investment Restrictions

Guarantee

Subscription agreements and guarantee commitments

Other Commitments

Subscription Commitments

Guarantee Commitments

Commitments to retain shares and abstain from trading

Settlement and Delivery of the New Shares

Characteristics of the New Shares

DILUTION

IMPACT ON OWNERSHIP STRUCTURE AND VOTING RIGHTS

SUBSCRIPTION PROCEDURE

If you are a shareholder of the Company

If you are not a shareholder of the Company

RISK FACTORS

PROSPECTUS

RECENT PUBLICATIONS

NEXT FINANCIAL REPORT

FORWARD-LOOKING STATEMENTS

DISCLAIMER

PARTNERS IN THE OPERATION

About Valbiotis

Contacts

More from Valbiotis

Valbiotis Share Issue/Capital Change 2026