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MESSAGE _ENGLISH VERSION_
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Title:
Intention to raise financing and initiate a share issue process
Legal basis:
Article 17_1_ MAR - inside information
Content of the Report:
With reference to ESPI Current Report No. 27/2025 of September 25, 2025,
the Management Board of XTPL S.A. _the "Company"_ hereby reports that
today, i.e. on February 9, 2026, it has made a decision to commence
steps aimed at raising financing for the Company through an issue of new
shares.
The intention of the Company's Management Board is to call an
Extraordinary General Meeting _"EGM"_ to be held on March 9, 2026, to
decide on the issue of up to 300,000 ordinary bearer shares addressed to
investors who meet the requirements specified in the issue resolution.
At the beginning of the first quarter of 2025 the Company launched the
first industrial implementation of its technology and confirmed an order
for the initial batch of six Ultra-Precise Dispensing _UPD_ modules from
its direct partner - a leading Chinese manufacturer of machines for the
mass production of FPDs. The end client of the XTPL-enabled solution is
one of China's largest display manufacturers, generating annual revenues
of several tens of billions of USD. At the same time, the Company is
making steady progress on its most advanced industrial projects and has
a growing pipeline of early-stage industrial projects across key
industries _semiconductors, advanced displays, PCBs_ and key geographic
markets _Asia, North America, Europe_. Currently, there are more than 45
DPS devices and 14 industrial modules in the market. Furthermore, the
Company is in an advanced stage of development preparing to launch a new
business line under the working name DPS+, intended for production in
the HMLV _High-Mix Low-Volume_ model.
However, the pace of the first industrial implementation has been slower
than originally assumed internally, and the Company's customers have
indicated a timing shift relative to the assumptions initially
communicated to the Company regarding the market demand horizon for
subsequent product generation nodes requiring high-resolution printing.
As a result, the conversion of the remaining active industrial projects
into sales may take longer than expected. Accordingly, the Management
Board of the Issuer published an update _ESPI Current Report No. 27/2025
dated September 25, 2025_ to the previously adopted Strategy _ESPI
Current Report No. 54/2023 dated November 22, 2023_.
According to the updated Strategy, the target of achieving PLN 100
million in annual revenue from the sale of products and services has
been maintained but postponed to 2028. According to the adopted
strategy, these revenues are to be achieved through sales in core
business lines: _i_ modules for industrial implementations _industrial
printing heads_; _ii_ prototyping devices _Delta Printing Systems_;
_iii_ HPM _High Performance Materials, nanoinks_ and consumables, and
_iv_ ODRA devices. The first revenues from ODRA device sales are
expected in 2026. Advanced evaluation processes for the ODRA device are
currently underway with three partners, including entities from the
defense sector. Due to the unit price, which is expected to be
approximately twice that of DPS devices, sales of ODRA devices may have
a material impact on the Company's financial results as early as 2026,
notwithstanding the fact that 2026 will be a pilot year for this class
of equipment. It should be emphasized that the industrial purpose of
this device creates the potential for multiple orders from individual
customers, which, combined with a market significantly larger than that
for DPS, implies a high contribution of ODRA systems to sales in the
coming years.
In light of the commercialization processes progressing more slowly than
initially anticipated, the Company's Management Board, in the course of
updating the Strategy, identified a capital gap in the first half of
2026 in the amount of PLN 15-20 million. To secure financing for 2026,
the Management Board indicated in Current Report 27/2025 of September
25, 2025, that it is conducting four parallel processes in the following
areas:
- debt financing;
- co-financing R_D projects through grant funding;
- acquiring a strategic investor who would take a minority stake in the
Company;
- a capital increase and a share issue directed to the market.
The Management Board considers the most likely path to finance the
Company's growth to be a combination of all of the above-mentioned
instruments, which vary in size and timing of deployment. The Company is
currently engaged in several processes to obtain new grants for
innovative projects related to its operations. However, due to the
competitive nature of these programs and the significant uncertainty
regarding their launch dates, such grants are treated as a supplementary
tool for co-financing R_D activities. The Company is also actively
engaging with a potential international strategic financial investor and
institutions offering debt financing; however, these discussions are
based on a long-term formal process. In light of the above, the
Management Board has decided to initiate actions aimed at securing
financing for the Company through the issue of new shares. The purpose
of the share issue is to finance the Company's growth by continuing the
implementation of industrial projects and the related further R_D
activities, developing new products - including ODRA, next generations
of printing modules and printing inks - expanding sales structures,
intensifying marketing activities, including strengthening the Company's
presence in Asian markets, ongoing operating expenses and maintaining a
safe level of inventory. In the Management Board's view, these actions
should result in achieving PLN 100 million in sales and reaching
sustainable profitability for the Company by 2028.
For the purpose of the issue, preemptive rights of the Company's
shareholders are to disapplied in their entirety, and at the same time
it is the Management Board's intention to carry out the issue in such a
way as to ensure that investors who are shareholders of the Company with
at least 0.5% of the Company's total number of shares as at the end of
the day of registration for the EGM _"Eligible Investors"_ are given
priority in acquiring shares of the new issue in a number enabling the
Eligible Investor to maintain a share in the total number of votes at
the Company's General Meeting at a level not lower than the Eligible
Investor's share held as at the end of the day of registration for the
EGM. The above will apply provided that the Eligible Investors are
invited by the Management Board to participate in the book-building
process and will submit declarations of interest in acquiring shares of
the new issue and then accept offers to acquire the shares. The
invitation to participate in the book-building process, as well as the
potential submission of an offer to acquire the shares will be at the
sole discretion of the Company's Management Board, provided that the
Management Board will use due care to offer the shares of the new issue
to those Eligible Investors who meet the conditions specified above, if
the subscription for the shares of the new issue for the Eligible
Investor can be technically accounted for within the time frame
specified by the Management Board.
The Company will issue a separate current report to advise of calling
the EGM, whose agenda will include items related to the share issue,
among other matters.
The Company's Management Board considered the above fact to be inside
information due to the potential material value of the planned issue and
the importance of the funds intended to be raised for the possibility of
financing the Company's planned investments and its further development.
Accordingly, in the opinion of the Issuer's Management Board, the above
information on the intention to raise financing meets the criteria of
inside information within the meaning of Article 7_1_ MAR.
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RB: Zamiar pozyskania finansowania i zainicjowanie procesu emisji akcji
