Investor Relations Captor Therapeutics ®
Commencement of the process of building an accelerated book-building process as part of the offering of new series Y bearer shares, conclusion of a share placement agreement and conclusion of lock-up
Current report no. 9/2026
Date of preparation: 2 March 2026
Subject: Commencement of the process of building an accelerated book-building process as part of the offering of new series Y bearer shares, conclusion of a share placement agreement and conclusion of lock-up agreements by the Major Shareholders.
Legal basis: Article 17(1) MAR – inside information
The Management Board of Captor Therapeutics S.A. with its registered office in Wrocław (the “Issuer” or the “Company”) hereby announces the commencement of the process of building an accelerated book-building process as part of a public offering carried out by way of a private placement of no more than 800,000 (eight hundred thousand) series Y ordinary bearer shares with a nominal value of PLN 0.10 (ten groszy) each ("Series Y Shares") issued by the Company ("Offer").
The Offer is conducted on the basis of and under the terms and conditions set out in Resolution No. 3 of the Extraordinary General Meeting of the Company of 2 March 2026 on increasing the Company's share capital by issuing series Y ordinary bearer shares by way of a private subscription, excluding the pre-emptive rights of existing shareholders, and amending the Company's Articles of Association in connection with the increase in the Company's share capital ("Issue Resolution") and in Resolution No. 1 of the Company's Management Board of 2 March 2026 on determining the detailed terms and conditions (rules) of the subscription for Series Y Shares.
The detailed subscription rules are attached to this report.
The Issuer has entrusted the intermediary activities related to the Offering to IPOPEMA Securities S.A. (“IPOPEMA”) and mBank S.A., conducting brokerage activities as a separate organisational unit – a brokerage office operating under the name Biuro maklerskie mBanku (“mBank”) (IPOPEMA and mBank hereinafter collectively referred to as the “Managers”), who will be responsible, among other things, for conducting the process of building an accelerated book-building process for Series Y Shares (the “Accelerated Book-Building Process”).
Today, the Company and the Managers entered into an Offer Placement Agreement concerning the placement of Series Y Shares by the Managers on a best efforts basis and subject to the fulfilment of certain conditions, which contains standard provisions included in agreements of this type (the “Agreement”). In connection with the Agreement, the major shareholders of the Company, i.e. Michał Walczak, the Holstinghausen-Holsten Family Foundation and Sylvain Cottens (hereinafter collectively referred to as the "Major Shareholders" and each of them separately as the "Major Shareholder") have entered into agreements restricting the disposal of the Company shares held by each of them (the "Lock-Up Agreements").
In the Lock-Up Agreements, the Major Shareholders undertook to the Managers that for 180 days from the closing date of the Offer, they would not offer, pledge, sell, enter into sales agreements, grant any options, rights or warrants to purchase, lend or otherwise transfer or dispose of (or publicly announce such actions), directly or indirectly, any shares of the Company ("Shares") or securities convertible into or incorporating other rights to acquire Shares belonging to a given Major Shareholder in the share capital of the Company, provided that the above obligation does not apply to (i) the conclusion or execution by a given Major Shareholder of a strategic transaction meaning a transaction as a result of which a tender offer for the Company's shares will be announced, the Company will merge with another entity, or a specific entity will acquire the Company's shares representing at least 50% of all shares or entitling to at least 50% of the total number of votes; or (ii) the performance of the activities described above after the price of one share of the Company listed on the Stock Exchange reached at least PLN 172; or (iii) the transfer of Shares to a company or other entity wholly owned or controlled by a given Major Shareholder, including, in particular, a family foundation or other foundation established by the relevant Major Shareholder, provided that the Shares so transferred shall be subject to an obligation analogous to the original obligation of the Major Shareholder under the Lock-Up Agreement; or (iv) the sale of Shares as a result of a court ruling or a decision issued by a public administration body, or in other cases where this is required by mandatory provisions of law.
The Accelerated Bookbuilding Process will commence immediately after the publication of this current report and is scheduled to end on 2 March 2026.
The offer will be addressed to: (i) qualified investors within the meaning of Regulation (EU) No. (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC; (ii) investors who, as part of the Offer, will subscribe for Series Y Shares with a total equivalent value of at least EUR 100,000 (one hundred thousand euros); and (iii) are one of 149 natural or legal persons who are investors other than qualified investors.
The Offer will be conducted with the exclusion of shareholders' pre-emptive rights, but with the retention of the priority rights provided for in § 2(3) of the Issue Resolution. After the Accelerated Bookbuilding Process, the Issuer's Management Board will allocate Series Y Shares in accordance with the adopted subscription rules to investors with whom agreements for the acquisition of Series Y Shares will be concluded.
Pursuant to the Issue Resolution, the conduct of the Offering and the admission of Series Y Shares to trading on the regulated market does not require the Company to make public a prospectus or any other information or offering document within the meaning of the relevant provisions of law.
This current report has been prepared solely for the purpose of fulfilling the obligations under Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), as the Company has determined that the information regarding the commencement of the Accelerated Bookbuilding Process for Series Y Shares constitutes inside information within the meaning of Article 7 of the MAR. This report does not serve in any way, directly or indirectly, to promote the offer, subscription or purchase of Series Y Shares and does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Series Y Share Offer or to encourage investors, directly or indirectly, to purchase or subscribe for Series Y Shares.