Current Report 36/2025
11/12/2025 • 12:20
Subject:
Conclusion of an Investment Agreement and a shareholders’ agreement
Legal basis:
Content:
The Management Board of cyber_Folks S.A. [“Company or Issuer”] hereby announces that on 11 December 2025 the Company entered into an investment agreement with 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”], the subject of which is to define the rules of cooperation between the parties in connection with a joint investment carried out through Pixel [“Investment Agreement”, and its parties hereinafter referred to as the “Parties”].
The purpose of the Investment Agreement is to define the rules of cooperation between the Parties in relation to carrying out a transaction as a result of which [“Transaction”]:
a) the Company will hold 79% of the shares in Pixel;
b) FRMK will hold 10.5% of the shares in Pixel;
c) FRDM will hold 10.5% of the shares in Pixel;
d) Pixel will acquire 100% of the shares in PrestaShop SA with its registered office in Paris [“PrestaShop”];
e) Pixel will acquire 100% of the shares in Sylius;
f) Pixel will acquire 100% of the shares in Bitbag.
Pursuant to the Investment Agreement, the subscription for shares in Pixel will take place as follows: [i] the Company will subscribe for 54% of the new shares in the Company in exchange for a cash contribution of EUR 38,300,000 and 25% of the new shares in the Company in exchange for a cash contribution of EUR 17,700,000, provided that the Company’s investment in this respect may also take the form of a loan convertible into shares in Pixel, as described below, [ii] FRMK and FRDM, being the sole shareholders of Sylius and Bitbag, will each subscribe, separately and in exchange for a contribution in kind consisting of 60% of the shares in Sylius and 100% of the shares in Bitbag, for 10.5% of the shares in Pixel.
Pursuant to the Investment Agreement, Pixel is required to carry out the transaction involving the acquisition of 100% of the shares in PrestaShop [“FR Transaction”], in accordance with the provisions of the documentation relating to the FR Transaction. Completion of the Transaction will require the consent of the President of the Office of Competition and Consumer Protection to a concentration understood as completion of the Transaction [“Antitrust Approval”].
If Pixel acquires the PrestaShop shares after the Antitrust Approval has been issued, the Issuer’s investment in Pixel in the amount of EUR 17,700,000 will take the form of a cash contribution in exchange for the subscription for shares; however, if Pixel acquires the PrestaShop shares before the Antitrust Approval has been issued, the Issuer’s investment in Pixel in this respect will take the form of a loan convertible into shares in Pixel [“Loan”]. In addition, today the Parties entered into a shareholders’ agreement, the subject of which is [i] the determination of corporate governance rules at Pixel, [ii] the rules of cooperation between the Company and its subsidiaries and Sylius, Bitbag and PrestaShop, [iii] rules restricting the disposal of shares in Pixel, [iv] the obligations of MK and DM to manage Pixel and a customary non-compete undertaking applicable to MK and DM [“SHA”], with the SHA entering into force upon completion of all closing actions for the Transaction provided for in the Investment Agreement.
In all other respects, the SHA contains provisions customary for agreements of this type.