Poxel Announces the Implementation of an Equity Line With IRIS Capital as Part of the Execution of the Recovery Plan

Maximum amount of €5 million over a period of five (5) years (the “Financing Commitment”), in twenty (20) tranches of €250,000 each (the “Tranches”).
Each Tranche will be made available on a quarterly basis (a “Commitment Period”).

The Investor will exercise, at its sole discretion, in one or multiple instances during the relevant Commitment Period, all or part of the Warrant it holds and will pay the related exercise price in cash (up to €250,000) and, beyond that, by offsetting against claims held by the Investor against the Company.
If the total exercise price of all Warrant exercised in a given quarter is less than €250,000, the Investor undertakes to pay the balance in cash (via a shareholders’ loan).

The Financing Commitment is subject to certain contractual conditions, including those related to the exercise of the Warrant or the granting of all necessary authorizations to implement the Financing Commitment and the restructuring of the bond debt.

The Company shall at all times have the right to suspend and reinstate the Financing Commitment without penalty. The Financing Commitment will also be suspended in the event that any of the aforementioned conditions are not fulfilled or, at the Investor’s request, in case an event of default would occur (see below).

In any event, whether the Financing Commitment is suspended or not, the Investor shall be free to exercise the Warrant and pay their exercise price by offset against its bond debt.

The financing granted by IRIS is part of the restructuring of the bond debt held by IRIS against the Company, which was made possible by the adoption of the 18th resolution by the combined general meeting of Poxel’s shareholders on December 11, 2025

For more details on the restructuring of this bond debt, please refer to the Company’s latest press releases, in particular those dated February 19, July 29, August 8, and November 24, 2025.

To the Company’s knowledge, the implementation of the equity line does not create any conflict of interest for its directors or corporate officers.

The sale of the shares issued by the Company under the financing line on the market by IRIS, which does not intend to remain a shareholder of the Company, may impact the share’s volatility and liquidity and create significant downward pressure on the Company’s share price. The Company’s shareholders may also experience substantial dilution as a result of the equity line. Finally, the total amount of the Investment is not guaranteed, as it depends on the fulfilment of the conditions described above.

The public is also drawn to the risk factors relating to the Company and its business, as presented in its 2024 universal registration document filed with the AMF on October 23, 2025, available free of charge on the Company’s website, and to the Company’s short- and medium-term financing needs given its current financing horizon. The occurrence of all or part of these risks could have an adverse effect on the Company’s business, financial situation, results, development, or prospects.

Upon expiry of the last Commitment Period, any Warrant not exercised will automatically lapse.

Furthermore, in case an event of default would occur (see below), any Warrant not exercised may be repurchased at any time by the Company for the purpose of cancellation, for a lump-sum amount of €1, at the request of the Investor.

The exercise price of a Warrant is equal to the volume-weighted average price of the trading day immediately preceding the exercise date of the relevant Warrant reduced by an 8% discount provided that such exercise price shall in no event be lower than the nominal value of the Company’s shares on the relevant exercise date.

The Warrant may be exercised at the sole discretion of the Investor at any time from today until their cancellation or lapse, as described above.

The exercise of each Warrant by the Investor is subject to certain conditions set out in the warrants issuance agreement entered into among Iris and the Company on February 2, 2026 (absence of an event of default, material adverse change with respect to the Company; change of control of the Company, listing of the Company’s shares, closing price of the shares above a certain threshold, liquidity of the Company’s shares above a certain amount, etc.)..

Each Warrant entitles the holder to subscribe one new ordinary share of the Company (subject to customary legal or contractual adjustments).

Events of default include, in particular, failure by the Company to comply with its undertakings under the aforementioned warrants issuance agreement, failure by the Company to perform any of its obligations under said agreement, failure by IPF to perform any of its obligations under the securities lending agreement once the latter has entered into force, a payment default under other material indebtedness of the Company, delisting of the Company’s shares, termination of the Company’s recovery plan, or the occurrence of a material adverse change.

There are, however, no financial covenants.

The new ordinary shares of the Company issued upon exercise of the Warrant will carry immediate dividend rights. They will have the same rights as those attached to the existing ordinary shares and will be admitted to trading on the regulated market of Euronext Paris, or, where applicable, on the Euronext Growth market of Euronext Paris SA in the event of a transfer on such market. The Company will disclose on its website the number of shares issued under this financing line.

IPF has undertaken to enter into a securities lending agreement with the Investor to address any potential default or delay in the delivery of shares in connection with the implementation of the warrants issuance agreement, as soon as possible following the completion of the capital transactions provided for under the recovery plan.

The Warrant will entitle the holder to the issuance of a maximum of 40,000,000 new ordinary shares of the Company, representing approximately 74.41% of its current share capital* (on a non-diluted basis).

If this maximum number of shares were effectively issued, the shareholding of a shareholder holding 1% of the Company’s share capital prior to the implementation of the financing line would be reduced to 0.57%.