Current Report 18/2025
16/09/2025 • 13:28
Subject:
Conclusion of share subscription agreements and payment for the Company’s series E ordinary bearer shares; submission of a statement specifying the amount of share capital
Legal basis:
Content:
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO RESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, RELEASE, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, RELEASE, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. THIS MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATION TO OR AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE READ THE LEGAL DISCLAIMERS AT THE END OF THIS CURRENT REPORT.
The Management Board of cyber_Folks S.A. with its registered office in Poznań (“Company”), with reference to the Company’s Current Report No. 15/2025 dated 8 September 2025 and No. 16/2025 dated 9 September 2025, hereby announces that the Company entered into agreements with selected investors for the subscription of 1,134,400 (one million one hundred thirty-four thousand four hundred) series E ordinary bearer shares in the Company with a nominal value of PLN 0.02 (two groszy) each (“Series E Shares”), and the above investors made the required cash contributions to cover all Series E Shares.
Accordingly, today the Company’s Management Board submitted a notarial statement on the amount of subscribed share capital and specification of the amount of the Company’s share capital pursuant to Art. 310 § 2 and § 4 in conjunction with Art. 431 § 7 of the Commercial Companies Code, stating that the amount of subscribed capital is PLN 22,688.00 (twenty-two thousand six hundred eighty-eight zlotys), and that following registration of the increase in the Company’s share capital in the register of entrepreneurs of the National Court Register by the Series E Shares, the Company’s share capital will amount to PLN 306,288.00 (three hundred six thousand two hundred eighty-eight zlotys) and will be divided into 15,314,400 (fifteen million three hundred fourteen thousand four hundred) shares with a nominal value of 2 (two) groszy each, including: (i) 5,000,000 (five million) series A ordinary bearer shares, (ii) 5,500,000 (five million five hundred thousand) series B ordinary bearer shares, (iii) 180,000 (one hundred eighty thousand) series C ordinary bearer shares, (iv) 3,500,000 (three million five hundred thousand) series D ordinary bearer shares, and (v) 1,134,400 (one million one hundred thirty-four thousand four hundred) series E ordinary bearer shares.
As the issue price per 1 (one) Series E Share was PLN 180.00 (one hundred eighty zlotys), the total issue value of the Series E Shares amounted to approximately PLN 204,192,000.
Legal disclaimers
This current report is for informational purposes only, in performance of the Company’s disclosure obligations required by law, and is not intended in any way, directly or indirectly, to promote the offering, issue or subscription of the Series E Shares and is not promotional material or advertising within the meaning of Art. 22 of EU Regulation 2017/1129 (“Prospectus Regulation”), prepared or published by the Company for the purpose of promoting the Series E Shares or their subscription or encouraging, directly or indirectly, their subscription. To date, the Company has not published any materials intended to promote the Series E Shares or their subscription.
This current report does not constitute a prospectus or any other memorandum, information document or offering document. No prospectus will be made available in connection with the matters covered by this current report, and preparation of such a prospectus is not required under the Prospectus Regulation. This current report does not contain or constitute an offer to sell or subscribe for securities, an invitation to submit an offer to purchase securities, or an inducement/recommendation to acquire securities, including an investment recommendation within the meaning of the Market Abuse Regulation (Regulation (EU) No. 596/2014) and Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing the Market Abuse Regulation, and under no circumstances does it constitute a basis for making a decision to acquire the Company’s securities.
The Series E Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”), with any state securities commission or any authority of any other jurisdiction of the United States of America, and may not be offered, sold, pledged, subscribed for, resold, transferred or delivered, directly or indirectly, in the United States of America without registration under the U.S. Securities Act, except in transactions not subject to, or exempt from, the registration requirements of the U.S. Securities Act and in compliance with applicable state securities laws and the laws of other jurisdictions of the United States of America. The Series E Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States of America or any other regulatory authority in the United States of America. None of these authorities has passed upon or approved the merits of the offering of the Series E Shares. Subject to certain exceptions, the securities referred to in this current report may not be offered or sold in the United States of America, Australia, Canada, Japan or the Republic of South Africa, or for the account or benefit of citizens or residents of the United States of America, Australia, Canada, Japan or the Republic of South Africa, or persons originating from those countries.
This current report is not intended for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to local laws or other regulations, or would create an obligation in respect of authorisation, notification, permission or other requirements under applicable laws. Distribution of this current report and other related information may be restricted by law, and persons who come into possession of any document or other information referred to in this material should inform themselves about and observe such restrictions. Failure to comply with these restrictions may constitute a violation of securities laws in a given jurisdiction. In some jurisdictions, distribution of this current report may be unlawful.
THIS CURRENT REPORT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING THE DEPENDENT TERRITORIES AND OVERSEAS POSSESSIONS OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION AND, SUBJECT TO CERTAIN EXCEPTIONS, THE COMPANY’S SHARES MAY NOT BE OFFERED OR SOLD IN SUCH JURISDICTIONS OR TO OR FOR THE ACCOUNT OF CITIZENS OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR PERSONS HAVING THEIR PERMANENT RESIDENCE OR REGISTERED OFFICE IN THOSE COUNTRIES.
This current report does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This current report does not constitute a recommendation concerning an investor’s decision regarding the offering of Series E Shares. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and data described in this current report and publicly available information. The price and value of securities may rise as well as fall. Past performance is not indicative of future results.
This current report has been published by the Company, which also bears sole responsibility for it.