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MESSAGE _ENGLISH VERSION_ |
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Title:
Intention to raise financing through the issuance of Series Z shares and
to establish authorized capital
Legal basis:
Article 17_1_ MAR - inside information
Content of the Report:
The Management Board of XTPL S.A. _the "Company", the "Issuer"_, with
reference to Current Report No. 27/2025 published on September 25, 2025
concerning the update of the Company's Strategy and Current Report No.
3/2026 published on February 9, 2026 concerning the intention to raise
financing and initiate a share issue process, hereby announces that it
has today decided to commence activities aimed at: _i_ raising further
financing for the Company through the issue of new shares; and _ii_
providing the Company with greater flexibility in raising financing in
the future through the establishment of authorized capital.
The Company's Management Board intends to convene an Extraordinary
General Meeting of the Company _the "EGM"_ on September 29, 2026, which
would be expected to resolve, in particular, on: _i_ increasing the
Company's share capital through the issue of 198,462 ordinary bearer
series Z shares at an issue price of PLN 65.00 per share _the "New
Shares"_, with the pre-emptive rights of the Company's existing
shareholders to the New Shares being fully excluded _the "New Share
Issue"_; and _ii_ amending the Company's Articles of Association by
authorizing the Management Board to increase the Company's share capital
within the authorized capital up to a maximum of 450,000 shares _the
"Authorized Capital"_.
The Management Board proposes that the issue price of the New Shares be
set at PLN 65.00 per share. This price is equal to the issue price of
the Series Y shares issued in March 2026. In determining the proposed
issue price, the Management Board took into account, first and foremost,
the Company's volume-weighted average share price on the regulated
market over the three-month period preceding the date of publication of
the current report, as well as all circumstances affecting the Company,
in particular the situation on the capital markets, the market valuation
of the Company, its financial position and current events concerning the
Company.
The issue of the New Shares would be carried out by way of a private
placement, through an offer to subscribe for the New Shares addressed
exclusively to one investor selected by the Management Board, as part of
an offering that does not constitute a public offering within the
meaning of Regulation _EU_ 2017/1129 of the European Parliament and of
the Council 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, with the existing
shareholders' pre-emptive rights in respect of the New Shares fully
disapplied.
The Management Board intends to make an offer to subscribe for the New
Shares to an entity based in Taiwan with experience in investing in the
semiconductor and advanced technology sectors _the "Industry Investor"_,
which is a party to a non-binding letter of intent entered into with the
Company. Pursuant to the non-binding letter of intent described above,
the Industry Investor has expressed an interest in making an equity
investment in the Company by subscribing for all of the New Shares, i.e.
198,462 ordinary bearer series Z shares at an issue price of PLN 65.00
per share, for an aggregate issue price of PLN 12,900,030.
In Current Report No. 27/2025 dated September 25, 2025, the Company's
Management Board announced an update to the Company's Strategy and the
adoption of the Strategy for 2026-2028. Under the updated Strategy, the
target of achieving PLN 100 million in annual revenue from the sale of
products and services has been maintained, with the target achievement
date extended to 2028. Under the Strategy, this revenue is expected to
be generated through sales across the Company's core business lines: _i_
modules for industrial applications, _ii_ Delta Printing Systems
prototyping devices, _iii_ HPM _High Performance Materials, nanoprinting
inks_ and consumables, and _iv_ ODRA systems.
In the updated Strategy, the Management Board also indicated the need to
secure financing for the Company's development using various available
sources of financing, including debt financing, co-financing of R_D
activities through grant programs, attracting a strategic/industry
investor, and increasing the Company's share capital through a share
offering to the market. As the most likely approach to financing the
Company's development, the Management Board indicated a combination of
all of the above sources, varying in amount and timing. In line with the
above assumptions, in March 2026, the Company completed a Series Y share
offering, raising gross proceeds of PLN 19.5 million [ESPI Current
Report No. 17/2026 dated March 25, 2026]. In addition, in April 2026,
the Company entered into a grant agreement with the National Center for
Research and Development _NCBR_ for an R_D project, with a grant amount
of up to PLN 10.1 million [ESPI Current Report No. 22/2026 dated April
17, 2026]. The Company is currently involved in several further
processes aimed at securing additional grants for innovative projects
related to its business activities. The Company is also actively
engaging in discussions with institutions offering debt financing,
which, over the longer term, is expected to become the Company's primary
source of financing for business development after sales proceeds.
The Industry Investor's opportunity to subscribe for the New Shares is a
continuation of discussions previously held and communicated to the
market [ESPI Current Report No. 3/2026 dated February 9, 2026]. The
Management Board believes that the continued development of the
Company's business and the execution of its Strategy justify raising an
additional tranche of financing. The purpose of the New 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, and maintaining a safe level of inventory. A portion of the
proceeds from the New Share Issue will also be used to finance the
Company's ongoing operating expenses.
In the Management Board's view, these actions should support the
strategic goal to achieve PLN 100 million in sales and reaching
sustainable profitability for the Company by 2028.
Independently of the planned New Share Issue, the Management Board
intends to propose that the EGM establish the Authorized Capital. Under
the proposed amendment to the Company's Articles of Association, the
Management Board would be authorized, for a period until September 28,
2029, to increase the Company's share capital in one or more
transactions by an aggregate amount not exceeding PLN 45,000.00 through
the issue of no more than 450,000 new ordinary bearer shares with a
nominal value of PLN 0.10 each.
The establishment of the Authorized Capital is intended to provide the
Management Board with an instrument enabling it to respond quickly and
flexibly to the Company's future financing needs and prevailing market
conditions. In the Management Board's assessment, the planned New Share
Issue should secure financing for the Company's operations over the
medium term, while the Authorized Capital is intended to provide an
additional capital base enabling the Company to raise financing,
particularly if there is a need to accelerate ongoing work, pursue
emerging business opportunities, or strengthen the Company's financial
position during the commercialization of its technologies.
Under the proposed provisions of the Articles of Association, the issue
price of shares issued under the Authorized Capital would be determined
by the Management Board on each occasion with the approval of the
Supervisory Board. The Management Board would also have the power,
subject to the prior approval of the Supervisory Board, to fully or
partially disapply the existing shareholders' pre-emptive rights in
respect of shares issued within the Authorized Capital and subscription
warrants issued within the Authorized Capital. The proposed
authorization also provides for the possibility of issuing subscription
warrants and stipulates that shares issued within the Authorized Capital
may be subscribed for only in exchange for cash contributions.
In the Management Board's view, the establishment of the Authorized
Capital will help reduce the time and costs associated with potentially
raising additional tranches of capital and will enable the timing, size,
and terms of future offerings to be tailored to prevailing market
conditions and the Company's financing needs, without the need to go
through the full procedure of having the General Meeting adopt a
resolution each time to increase the Company's share capital.
The Company will announce the convening of the EGM, the proposed agenda
of which will include, among other matters, items concerning the New
Share Issue described above and the establishment of the Authorized
Capital, in a separate current report.
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RB: Zamiar pozyskania finansowania poprzez emisję akcji serii Z oraz ustanowienie kapitału
docelowego
