POXEL SA: Update on the Draft Recovery Plan and Convening of the Annual General Meeting of Shareholders

Nicolas Trouche, CEO of Poxel, stated : “This Annual General Meeting is crucial for the future of Poxel. Since August 5, 2025, , when legal proceedings were initiated, the management team has been working to identify solutions to safeguard the Company’s activities and maximize the value of its assets. It is important to note that, to date, the Company has received only one proposal aimed at establishing a sale plan. We are therefore calling upon our shareholders to support this effort to enable Poxel to continue its operations.”

Update on Judicial Recovery Proceedings and Draft Plan

As a reminder, by order dated August 5, 2025, the President of the Lyon Commercial Court placed the Company under judicial recovery proceedings. Since the opening of this procedure, Poxel’s management has been working to define the framework of a recovery plan intended to ensure the Company’s sustainability and the preservation of its assets while restructuring its liabilities.

The draft recovery plan, which the Company has been preparing over recent weeks, was developed with the support of its long-standing financial partner, IPF Partners. The plan is built around maintaining Poxel’s strategic activities, in particular:

• The ongoing commercialization of Imeglimin in Japan; and
• The search for new partnerships for Imeglimin, PXL770, and PXL065.

It relies on a combination of cost and expenses rationalization combined with new financing and the settlement of the liabilities, with claims being handled according to their nature.

As a reminder, Yves Decadt, an expert in biotech partnership strategy, has been supporting the Company since August 2025 and was appointed to the Board of Directors. He conducted a review of the Company’s strategic activities and contributes to the development plan.

Update on Financing

Given the current situation, and in the absence of a partnership capable of covering its short- and medium-term financing needs, two investors have expressed interest in providing new funding: IPF Partners, for a maximum amount of €6.25 million, including funding for the observation period; and IRIS, for a maximum amount of €5 million (at a rate of €1 million per year).

Implementation of this financing and the recovery plan will require the approval of:

- The Lyon Commercial Court, and
- The Annual General Meeting of Shareholders on December 11, 2025, which will vote on financial delegations to the Board of Directors, notably to:

1. A capital increase with preferential subscription rights, open to all Poxel shareholders and fully guaranteed by IPF Partners (through debt off-set), with a view to accelerating Poxel's debt reduction and strengthening its commitment to the company;
2. The issue of warrants (BSA) for shareholders and, separately, for IRIS under its financing arrangements.

Without new financing and in the absence of a new partnership by the end of the observation period in February 2026, no recovery plan could be implemented. Poxel would then have to consider requesting the opening of liquidation proceedings.

Convening of the Company’s Annual General Meeting

Poxel today published a notice of meeting convening its shareholders to an Annual General Meeting on December 11, 2025, to deliberate in particular on the approval of the 2024 annual and consolidated financial statements, as well as on various financial delegations to the Board of Directors, some of which are intended to enable the implementation of certain capital operations designed to strengthen the Company’s financial structure in order to support its business plan.

Shareholders will therefore be asked to vote in particular on:

1. a delegation of authority for the implementation of a capital increase with maintenance of shareholders’ preferential subscription rights, open to all Poxel shareholders, who will be able to subscribe in cash by exercising their preferential subscription rights on a reducible and irreducible basis (the “Capital Increase with Preferential Subscription Rights”), under the sixteenth resolution submitted for approval by the Annual General Meeting of December 11, 2025. The Capital Increase with Preferential Subscription Rights would be fully guaranteed by IPF Partners, which would subscribe for any new shares not subscribed by shareholders, through compensation with receivables held against the Company.
   
   The final terms of the Capital Increase with Preferential Subscription Rights (including its final size and the subscription price of the new shares) will be determined by the Company’s Board of Directors at the time it decides to launch the operation. Shareholders who decide to participate in the Capital Increase with Preferential Subscription Rights will have the opportunity to subscribe for Poxel shares at a highly attractive discount to the market price. Shareholders who decide not to participate may see their ownership significantly diluted. In this framework, existing shareholders who do not wish to take part in the capital increase will have the option of selling their preferential subscription rights on the market.
2. a delegation of authority for the implementation of a capital increase reserved for IPF Partners (the “Reserved Capital Increase”), under the seventeenth resolution submitted for approval by the Annual General Meeting of December 11, 2025, which would be implemented subsequent to the Capital Increase with Preferential Subscription Rights, at an issue price equal to that of the Capital Increase with Preferential Subscription Rights, plus a premium to be determined by the Board of Directors. The number of shares to be issued under the Reserved Capital Increase will be determined by the Board of Directors so that IPF Partners holds, after completion of both the Capital Increase with Preferential Subscription Rights and the Reserved Capital Increase, 29.9% of the Company’s share capital. IPF Partners will subscribe to the Reserved Capital Increase by offsetting receivables held against the Company. It is specified that, in the event that, under its guarantee commitment for the Capital Increase with Preferential Subscription Rights, IPF Partners were to reach the threshold of 29.9% of Poxel’s share capital (i.e., in the scenario where no Poxel shareholder subscribes to the Capital Increase with Preferential Subscription Rights), the Reserved Capital Increase would y not be implemented.

It is contemplated that the Capital Increase with Preferential Subscription Rights and, where applicable, the Reserved Capital Increase, will be implemented during the first quarter of 2026, subject to shareholder approval at the Annual General Meeting. Where applicable, they must necessarily be implemented together, in order to preserve the ability of existing shareholders to participate in the Company’s recovery.

These operations will strengthen Poxel’s financial structure by offering all shareholders the opportunity to take part in this strategic relaunch, while contributing to the stability of the Company’s shareholding and governance to ensure the successful implementation of its recovery plan.

Poxel shareholders will also be asked to authorize the issuance of two series of warrants (BSA):

1. under the nineteenth resolution submitted for approval by the Annual General Meeting of December 11, 2025, the free allocation of share subscription warrants to all shareholders registered after the settlement and delivery of the Capital Increase with Preferential Subscription Rights and, where applicable, the Reserved Capital Increase. These share subscription warrants will be exercisable at an exercise price equal to the issue price of the Capital Increase with Preferential Subscription Rights and will entitle their holders, if all warrants are exercised, to a maximum of approximately 10% of Poxel’s share capital. These instruments will make it possible, under preferential conditions to be defined by the Board of Directors, to associate shareholders who have chosen to retain their shares with the Company’s future development.; and
2. under the eighteenth resolution submitted for approval by the Annual General Meeting of December 11, 2025, the free allocation to IRIS (the Company’s financial partner) of share subscription warrants which, if exercised, will allow IRIS to subscribe for up to approximately 30% of the Company’s share capital, at an exercise price per new share equal to the volume-weighted average price (VWAP) of Poxel’s share on the day preceding the exercise of the warrants, less an 8% discount, to be paid by IRIS either in cash or by offsetting receivables held against the Company.

The full text of the resolutions submitted to the Annual General Meeting of December 11, 2025, has been published in the Bulletin des Annonces Légales Obligatoires (BALO) n°133 dated November 5, 2025.

The recovery plan is currently being finalized with the court-appointed bodies. Its main characteristics will be disclosed to the market by the Company by the end of November through a press release. The Company will then organize a webinar for all shareholders to present the plan and the Company’s future development prospects.

About Poxel

Poxel is a clinical stage biopharmaceutical company developing innovative treatments for chronic serious diseases with metabolic pathophysiology, including metabolic dysfunction-associated steatohepatitis (MASH) and rare disorders. For the treatment of MASH, PXL065 (deuterium-stabilized R-pioglitazone) met its primary endpoint in a streamlined Phase 2 trial (DESTINY-1). In rare diseases, development of PXL770, a first-in-class direct adenosine monophosphate-activated protein kinase (AMPK) activator, is focused on the treatment of adrenoleukodystrophy (ALD) and autosomal dominant polycystic kidney disease (ADPKD). TWYMEEG^® (Imeglimin), Poxel’s first-in-class product that targets mitochondrial dysfunction, is now marketed for the treatment of type 2 diabetes in Japan by Sumitomo Pharma and Poxel expects to receive royalties and sales-based payments. Poxel has a strategic partnership with Sumitomo Pharma for Imeglimin in Japan. Listed on Euronext Paris, Poxel is headquartered in Lyon, France, and has subsidiaries in Boston, MA, and Tokyo, Japan.

For more information, please visit: www.poxelpharma.com

All statements other than statements of historical fact included in this press release about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results or performance to be materially different from the expected results or performance expressed or implied by such forward-looking statements. The Company does not endorse or is otherwise not responsible for the content of external hyperlinks referred to in this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251104910971/en/