Biotalys Obtains Subscription Commitments for EUR 12.05 Million through a Private Placement of New Shares with Current Investors
Press release – regulated information – inside information
Ghent, BELGIUM, May 06, 2026 (GLOBE NEWSWIRE) -- Public announcement in accordance with article 7:97,§4/1 of the Belgian Companies and Associations Code
Biotalys (Euronext: BTLS) (the “Company” or “Biotalys”), today announced it has successfully obtained subscription commitments for new shares for an amount of EUR 12,050,000 through a private placement (“Private Placement”).
The Private Placement involves the issue of 7,875,811 new shares (rounded 20.96% of the Company’s shares outstanding prior to the transaction) at an issue price of EUR 1.53 per share, representing a discount of 40% compared to the volume weighted average price of the Company’s share on Euronext Brussels during the period of 30 days from (and including) 1 April 2026 till (and including) 30 April 2026.
Investors participating in the Private Placement are current shareholders, including Ackermans & van Haaren NV, Agri Investment Fund BV, ASR Vermogensbeheer NV, Federale Participatie- en Investeringsmaatschappij NV, GIMV NV, PMV NV, Sofinnova Industrial Biotech I, and the Flemish Institute for Biotechnology VIB.
Simon Moroney, Chairman of Biotalys, said: “On behalf of the board, I welcome this additional financing by our long-term reference shareholders. These investors support our view that there’s an urgent and growing need for safe, efficacious and cost-competitive biocontrol solutions that can replace conventional chemistry. This investment reflects a conviction that our technology is well- positioned to address this need and that scalable, fermentation-based biocontrols are essential to the future of sustainable crop protection.”
Carlo Boutton, interim CEO of Biotalys, commented: “We are grateful for the continued confidence and commitment shown by our key investors through this capital raise. Their support enables Biotalys to develop its unique precision biocontrol solutions and bring these to growers, starting with the U.S. and Europe. With this strengthened capital base, we are well positioned to advance our innovative pipeline and create sustainable value for agriculture and its stakeholders. We look forward to building the future of crop protection together.”
Biotalys is developing precision biocontrol solutions based on proteins for the protection of crops in both the pre- and post-harvest markets. The Company provides novel solutions that bridge the efficacy and scale of chemistry with the environmental advantages of biological solutions. Based on its novel AGROBODY™ technology platform, Biotalys is developing a focused pipeline of effective product candidates with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate.
Biotalys intends to use the proceeds of the Private Placement as follows:
- To fund the progress of the Company’s most advanced biofungicide programs – EVOCA™ NG and BioFun-6, including through further process development, field trials and the conducting of regulatory processes;
- To fund the ongoing platform development and intellectual property capture to maintain competitiveness and increase the efficiency of Biotalys ' 2.0 AGROBODY Foundry™ platform;
- To support the retention of key talent; and
- For general business purposes.
Biotalys aims to reach the following value inflection points in the near future: regulatory approval of EVOCA in the European Union – paving the way for the regulatory submission of the second generation of the biocontrol, EVOCA NG; product registration of EVOCA in California; successful field trials with a BioFun-6 lead candidate; progress in finetuning its production process and manufacturing capabilities to achieve commercially competitive manufacturing costs for its product pipeline, supported by its strategic partnership with 21st.BIO; and progress in the ongoing collaborations with Syngenta (BioIns-2), the Gates Foundation (BioFun-7) and its partner in the post-harvest market AgroFresh.
The payment and delivery of the new shares is scheduled to take place on or about 20 May 2026. Following such date, the new shares will also be listed on Euronext Brussels. These new shares will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of Biotalys at the time of their issuance. The participating investors in the Private Placement have agreed to a lock-up for a period of 3 months following the closing of the Private Placement with respect to their new and existing shares.
As a result of the issuance of new shares, the Company’s share capital will increase by EUR 1,164,576,36 from EUR 5,555,181.05 to EUR 6,719,757,41, and its issued and outstanding shares will increase from 37,568,645 to 45,444,456 shares, representing an increase in the number of shares outstanding of approximately 20.96%.
In respect of the Private Placement, the Board applied the procedure of article 7:97 of the Belgian Companies and Associations Code (see “Additional Information” below). With a view to further extend its financial runway, the Company will continue to consider possibilities to obtain further financing.
About Biotalys
Biotalys is an Agricultural Technology (AgTech) company developing precision biocontrol solutions based on proteins for the protection of crops in both the pre- and post-harvest markets. The company provides novel solutions that bridge the efficacy and scale of chemistry with the environmental advantages of biological solutions. Based on its novel AGROBODY™ technology platform, Biotalys is developing a strong and diverse pipeline of effective product candidates with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate. Biotalys was founded in 2013 as a spin-off from the VIB (Flanders Institute for Biotechnology) and is listed on Euronext Brussels. The company is based in the biotech cluster in Ghent, Belgium. More information can be found on www.biotalys.com.
For further information, please contact:
Toon Musschoot, Head of IR & Communication
T: +32 (0)9 274 54 00
E: IR@biotalys.com
Important Notice
Biotalys, its business, prospects and financial position remain exposed and subject to risks and uncertainties. A description of and reference to these risks and uncertainties can be found in the annual report on the consolidated annual accounts published on the company’s website.
This announcement contains statements which are "forward-looking statements " or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words ‘aim’, 'believe ', 'estimate ', 'anticipate ', 'expect ', 'intend ', “have the potential”, 'may ', 'will ', 'plan ', 'continue ', 'ongoing ', 'possible ', 'predict ', 'plans ', 'target ', 'seek ', 'would ' or 'should ', and contain statements made by the company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. Biotalys’ actual results may differ materially from those predicted by the forward-looking statements. Biotalys makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.
The offer, sale and admission to trading of the shares will be made pursuant to an exception under the Regulation (EU) 2017/1129 (as amended or superseded) (the “Prospectus Regulation”) from the requirement to produce a prospectus for offers or admissions to trading of securities. This press release does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public.
This announcement is for informational purposes only and is directed only at non-U.S. persons who are located outside the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States or any other jurisdiction and the securities referred to herein may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering of any securities referred to herein is being made in the United States.
This announcement may not be distributed, directly or indirectly, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute or form part of an offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities referred to herein in the United States or in any other jurisdiction. The offer and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Additional information
The following information is provided pursuant to Article 7:97 of the Belgian Companies and Associations Code (“BCCA”). The new shares were offered pursuant to a private investment which is expected to be closed on or about 20 May 2026 by means of a capital increase of the Company by way of contribution in cash under the authorised capital for an amount of EUR 12,050,000 (including issue premium) through the issuance of 7,875,811 new shares with cancellation of the statutory preferential right of the existing shareholders of the Company in favour of certain specified persons who are not members of the Company 's personnel (the “Capital Increase”).
In this context, the board of directors of the Company (the “Board”) applied the related parties procedure of article 7:97 BCCA in view of the fact that Agri Investment Fund BV is one of the investors participating in the Private Placement and is also a director of the Company. Within the context of the aforementioned procedure, prior to resolving on the Private Placement, a committee of independent directors of the Company (the "Committee ") issued an advice to the Board in which the Committee assessed the Capital Increase. In its advice to the Board, the Committee concluded the following: "Based on the information provided and the considerations set out above, including those related to the financial situation the Company is confronted with, the Committee considers that the proposed Capital Increase is in line with the strategy pursued by the Company, will be done on market terms, and is unlikely to lead to disadvantages for the Company and its shareholders (in terms of dilution) that are not sufficiently compensated by the advantages that the Capital Increase offers the Company and other elements in the Company’s policy, or would be manifestly unlawful.” The Board approved the Private Placement and did not deviate from the Committee 's advice. The Company’s statutory auditor 's assessment of the Committee 's advice and the minutes of the meeting of the Board, is as follows: "Based on our review, nothing has come to our attention that causes us to believe that the financial and accounting information included in the report of the ad hoc committee of independent directors and in the minutes of the meeting of the board of directors dated 5 May 2026, justifying the proposed transaction, are not accurate and sufficient in all material respects compared to the information available to us in the context of our mission. Our mission has been conducted solely within the framework of the provisions of article 7:97 of the Code of companies and associations and our report may therefore not be used in any other context. "
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