Current Report 3/2026
18/02/2026 • 11:18
Subject:
Implementation of the provisions of the Investment Agreement
Legal basis:
Content:
The Management Board of cyber_Folks [“Company”, “Issuer”], with reference to the Company’s Current Report No. 36/2025 dated 12 December 2025, hereby announces that on 18 February 2026 the closing actions for the transaction provided for in the investment agreement concluded on 12 December 2025 between the Company, Mikołaj Król [“MK”], Damian Murawski [“DM”], the MK family foundation [“FRMK”], the DM family foundation [“FRDM”], Sylius sp. z o.o. [“Sylius”], Bitbag sp. z o.o. [“Bitbag”] and cyber_Pixel sp. z o.o. [“Pixel”], which established the rules of cooperation in connection with a joint investment carried out through Pixel [“Investment Agreement”, and its parties hereinafter referred to as the “Parties”[, were completed.
Following receipt of the consent of the President of the Office of Competition and Consumer Protection to the concentration involving the creation of a joint undertaking, an increase in Pixel’s share capital was resolved, under which: [i] the Company subscribed for 31,500 new shares in Pixel in exchange for a cash contribution of EUR 56,000,000, [ii] FRMK subscribed for 4,200 new shares in Pixel in exchange for a contribution in kind consisting of a 30% interest in Sylius and a 50% interest in Bitbag, and [iii] FRDM subscribed for 4,200 new shares in Pixel in exchange for a contribution in kind consisting of a 30% interest in Sylius and a 50% interest in Bitbag.
As a result of the closing actions, Pixel holds 100% of the shares in Bitbag and 100% of the shares in Sylius [60% directly and 40% indirectly through Bitbag].
Following registration of the share capital increase by the National Court Register, Pixel’s ownership structure will be as follows: [i] the Company – 79% of the shares, [ii] FRMK – 10.5% of the shares, and [iii] FRMD – 10.5% of the shares.
In connection with completion of the closing actions for the transaction provided for in the Investment Agreement, on 18 February 2026 Pixel’s shareholders’ agreement came into force, regulating in particular: [i] corporate governance rules, [ii] operational cooperation between the Company and its subsidiaries and Sylius, Bitbag and PrestaShop, [iii] restrictions on the disposal of shares in Pixel, and [iv] the obligation of MK and DM to manage Pixel and a customary non-compete undertaking applicable to MK and DM [“SHA”].
In all other respects, the SHA contains provisions customary for agreements of this type.