ABL Diagnostics – Announcement of a Second Agreement Between ABL SA and Alumni Capital

ABL Diagnostics SA (the “Company”) (Paris:ABLD) informs the public that Advanced Biological Laboratories SA (ABL SA), its parent company, announced today, through a separate press release, the signing on October 16, 2025, of a second share purchase agreement and share loan agreement with Alumni Capital LP (Delaware, USA) and Alumni Capital Limited (British Virgin Islands).

This new agreement follows a first transaction announced in August 2025 (see press release¹), under which ABL SA sold a block of ABL Diagnostics shares to Alumni Capital (166,667 existing ordinary shares of ABL Diagnostics).

Details of the new transaction:

• Nature of the agreement: ABL SA is implementing a framework for successive sales of existing shares combined with a share loan mechanism.
• Maximum volume: up to 1,128,026 existing ordinary shares of ABL Diagnostics, representing approximately 7% of the share capital, may be sold by ABL SA to Alumni Capital over a 24-month period.
• Pricing terms: each sale will be executed at a price equal to 80% of the lowest closing price observed over a 5-trading-day period preceding the settlement date.
• Fees: No fees are payable by ABL Diagnostics under this agreement. The agreement is entered into by ABL SA, and all obligations, including payments, are borne by ABL SA, not by ABL Diagnostics itself.
• Share loan: ABL SA will initially lend 128,026 shares to Alumni Capital to facilitate the management of its stake.
• Ownership cap: Alumni Capital’s holding in ABL Diagnostics will remain capped at 9.99% of the voting rights.

As part of its ongoing commitment to transparency and shareholder protection, the company confirms that no new ABL Diagnostics listed securities will be created, issued, or admitted under this new agreement. This ensures that existing shareholders are not exposed to any risk of dilution. Accordingly, the regulatory provisions governing dilutive transactions without a prospectus do not apply. It is an operation between existing shareholders and investors, with no direct impact on the Company’s cash position.

This new agreement does not require a prospectus approved by the AMF, in accordance with Article L. 411-2 of the French Monetary and Financial Code and Article 211-2 of the AMF General Regulation. These provisions provide for exemptions when the offer does not exceed €8 million or is addressed to qualified investors, thereby confirming that no prospectus is required under current regulatory frameworks.

No Lock-Up Obligation: Alumni Capital can freely resell ABL Diagnostics shares at any time. This means there is no contractual restriction preventing immediate liquidity. Therefore, Alumni Capital has not requested a board seat which suggests no strategic involvement or influence over corporate decisions.

Any transaction related to this new share purchase agreement will be disclosed by ABL Diagnostics via ONDE and a distinct press release for full transparency.

In connection with the agreement between ABL Luxembourg with Alumni Capital about ABL Diagnostics’ shares, investors must be aware of the following potential risks:

• Share Price Volatility and Overhang: Alumni Capital is not subject to any lock-up obligations and may resell shares at its discretion. This could lead to fluctuations in ABL Diagnostics’ share price and create an “overhang” effect, where the market anticipates future selling pressure.
• No Strategic Contribution: Alumni Capital has not requested a board seat or governance rights; the investment is purely financial and does not provide operational or strategic support.
• Market Perception: The absence of resale restrictions and governance participation may be perceived negatively by certain investors, potentially impacting sentiment and liquidity.
• Regulatory Compliance: All transactions under the agreement must comply with applicable securities laws and Euronext regulations; any breach could result in sanctions or penalties.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

This press release contains forward-looking statements. These statements do not constitute guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those anticipated.

About ABL Diagnostics (ABLD)

ABL Diagnostics (ABLD) is an international company that specializes in innovative molecular biology tests and global solutions for its customers:

• Molecular polymerase chain reaction (PCR) detection – UltraGene, and
• Genotyping by DNA sequencing – DeepChek®.

ABL Diagnostics markets its entire product range globally through its own sales team and a network of exclusive distributors active on all continents. ABL Diagnostics' customers are academic clinical pathology laboratories, private reference laboratories and researchers willing to implement innovative and robust microbiological content in constant expansion.

ABL Diagnostics has been marketing the products and services of its sister company CDL Pharma since the second half of 2025 through an intra-group strategy agreement.

An expanding portfolio of microbiology products:

• HIV – Drug resistance testing, including a whole genome kit.
• SARS-CoV-2, Tuberculosis, Hepatitis B and C – Advanced Detection Solutions.
• Microbiome and taxonomy – 16s/18s RNA-based analyses.
• Other viral and bacterial targets – Comprehensive molecular assays.

Integrated Solutions

• Real-time syndromic PCR tests
• Nadis® – Patient Medical Record used in more than 200 hospitals in France for the management of HIV and hepatitis.
• MediaChek® – Clinical Sample Collection Kits.

ABL Diagnostics, headquartered in Woippy, is a public limited company listed on compartment B of the regulated market of Euronext in Paris (Euronext: ABLD – ISIN: FR001400AHX6). These molecular biology products generate recurring revenues and cover one of the largest portfolios of applications in microbiology.

ABL Diagnostics SA
Société anonyme au capital de 1 611 465,60 euros
Headquarters : 72C route de Thionville - 57140 WOIPPY
552 064 933 R.C.S. METZ

¹ https://www.abldiagnostics.com/wp-content/uploads/2025/10/20250807_ABL-DIAGNOSTICS-CP-Info-SPA-ABL-Alumni_EDITED.pdf

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