from VALBIOTIS (EPA:ALVAL)
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
VALBIOTIS SA
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%
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:
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:
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.
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
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:
(*) 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
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