Current Report 16/2025
09/09/2025 • 18:31
Subject:
Completion of the accelerated book-building process as part of the public offering of the Company’s newly issued series E bearer shares. Determination of the issue price of the Company’s series E shares. Execution of a pricing supplement to the share placement agreement
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 (“Issuer”; “Company”), with reference to the Company’s Current Report No. 15/2025 dated 8 September 2025, hereby announces that on 9 September 2025 it received information from mBank S.A. – Biuro Maklerskie and Wood & Company Financial Services, a.s. Spółka Akcyjna, Branch in Poland (hereinafter jointly referred to as the “Offer Managers”) on completion of the accelerated book-building process for the Company’s newly issued series E bearer shares (“Series E Shares”), issued pursuant to Resolution No. 1 of the Company’s Management Board on increasing the Company’s share capital within the limits of the authorised capital through the issue of new series E ordinary bearer shares with complete exclusion of the pre-emptive rights of existing shareholders, dematerialisation and applying for admission and introduction of the series E shares and rights to the series E shares to trading on the regulated market operated by the Warsaw Stock Exchange S.A., and amendment of the Company’s Articles of Association.
Following completion of the accelerated book-building process, after reviewing the recommendation of the Offer Managers, the Company’s Management Board adopted on 9 September 2025 a resolution on determination of the issue price and preliminary allocation of the Series E Shares (“Management Board Resolution”).
Pursuant to the Management Board Resolution, the Company will make offers to investors to subscribe for a total of 1,134,400 Series E Shares at an issue price of PLN 180 per 1 (one) Series E Share (“Issue Price”). In addition, the Issuer hereby announces that today the Company’s Supervisory Board adopted a resolution consenting to determination of the issue price of the Series E Shares at an amount equal to the Issue Price.
In connection with adoption of the Management Board Resolution and in performance of the provisions of the placement agreement dated 8 September 2025, today the Company, together with the Offer Managers, entered into a pricing supplement to the placement agreement, which states that as part of the public offering of the Series E Shares the Company will make offers to investors to subscribe for 1,134,400 Series E Shares at the Issue Price.
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 contains or may contain certain forward-looking statements relating to the Company’s current expectations and projections regarding future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the beliefs and expectations of the Company’s Management Board and involve a number of risks, uncertainties and assumptions that may occur in the future, are beyond the Company’s control and may cause actual results and achievements to differ materially from any expected results or achievements expressed or implied in the forward-looking statements. Statements in this current report regarding past trends or actions should not be considered a statement that such trends or actions will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company is not responsible for and does not undertake to publicly update or review any forward-looking statements contained herein, nor does it intend to do so. Undue reliance should not be placed on forward-looking statements, which reflect only beliefs as of the date of publication of this current report. None of the statements contained in this current report constitutes or is intended to constitute a forecast or estimate of profits, nor is it intended to suggest that the Company’s profits in the current or future financial year will match or exceed the Company’s historical or published profits. In view of the aforementioned risks, uncertainties and assumptions, the recipient should not place undue reliance on forward-looking statements as a prediction of actual results or otherwise.
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.