SMAIO Announces a €3.6 Million Capital Increase to Support Its Long-Term Growth Momentum

The Issue is carried out in the form of an issue of shares with share subscription warrants (the “ABSA”), consisting of ordinary shares, each accompanied by a share subscription warrant (the “BSA”), with the cancellation of shareholders' preferential subscription rights, according to the following characteristics:

• Number of ABSAs issued: 515,041
• ABSA issue price (the “Subscription Price”): €7.00 per share (€0.19 par value and €6.81 issue premium per New Share), representing a premium of 2,19% to the closing price of SMAIO shares on March 4, 2026, i.e. €6.85, and a premium of 0,75% compared to the volume-weighted average price of SMAIO shares over the last five trading days prior to the setting of the issue price (i.e., the trading days of February 27 and 28, 2026, and March 2, 3, and 4, 2026), i.e. €6.95.
• Amount: €3,605,287, including issue premium
• 4 BSA warrants will entitle the holder to subscribe for 1 new underlying share
• Subscription price of shares through the exercise of BSA warrants: €7.30
• Number of potential new underlying shares: 128,760
• Maturity of the BSA warrants: 3 years
• Potential additional amount related to the exercise of the BSA warrants: €0,9 million
• Listing of the New Shares: Euronext Growth Paris market, on the same line as the existing shares (ISIN FR0014005I80)

The Issue, for a total amount of up to €4.5 million after full exercise of the warrants, is being carried out for the benefit of Eiffel Investment Group, an independent asset manager specializing in long-term corporate financing.

Share capital before the Issue

Prior to the Issue, the Company's share capital comprised 5,645,317 fully subscribed and paid-up ordinary shares with a par value of €0.19 each.

Legal framework of the Issue

At its meeting of March 5, 2026, the Company's Board of Directors decided to implement the 10^th resolution adopted by the Combined General Meeting of June 17, 2025, in accordance with the delegation of authority granted to it by the Company's shareholders to carry out the Capital Increase and the Convertible Bonds Issue.

In accordance with legal and regulatory provisions, this Issue will not give rise to the preparation of a prospectus subject to the approval of the French stock market authority (Autorité des marchés financiers).

Settlement and delivery of the New Shares

Settlement and delivery of the ABSAs is expected on March 10, 2026. The new shares and BSA warrants will be immediately detached upon issuance. The new shares are expected to be admitted to trading on Euronext Growth® Paris on March 10, 2026.

Upon issuance, the new ordinary shares will be subject to all statutory provisions and will be treated as existing SMAIO shares. They will carry current dividend rights and will be admitted to trading on the Euronext Growth^® Paris market on the same listing line as the Company's shares already listed under the same ISIN: FR0014005I80 – ticker: ALSMA.

Impact of the Issue on shareholders' equity per share

Impact of the Issue on the Shareholder's Position

Impact of the Issue on the Company's shareholding structure

To the best of the Company's knowledge, the breakdown of shareholders before and after completion of the Issue is as follows:

Risk factors

The Company points out that the risk factors relating to the Company and its business are detailed in its 2024 annual financial report, including the Board of Directors' management report dated April 14, 2025, which is available free of charge on the Company's website (www.smaio-finance.com).

The occurrence of any or all of these risks could have an adverse effect on the Company's business, financial situation, results, development or prospects. The risk factors presented in the aforementioned document remain unchanged at the date of this press release.

In addition, investors are invited to consider the following risks specific to the Issue:

• the market price of the shares could fluctuate and fall below the subscription price of the shares issued as part of the Issue;
• the volatility and liquidity of the Company's shares could fluctuate significantly;
• sales of the Company's shares could occur on the market and have an unfavorable impact on the Company's share price; and
• the Company's shareholders could suffer potentially significant dilution as a result of any future capital increases.

Intermediaries

In connection with the Capital Increase, TP ICAP (Europe) acted as Global Coordinator, Lamy Lexel as legal advisor, and NewCap as financial communications advisor.

About SMAIO

A precursor in the use of clinical data and imaging of the spine, SMAIO designs global solutions for spine surgery specialists. The Company has recognized expertise thanks to KEOPS, its Big Data management software that has become a global reference with more than 100,000 patient cases documented. SMAIO offers spine surgeons a comprehensive platform, I-Kontrol, incorporating planning, implants and related services, enabling them to treat spinal pathologies in a safe, effective and lasting way. The Company’s open platform deployed in the United States, KEOPS-4ME, is designed to deliver a personalized and data-driven approach to complex spine surgery, enabling SMAIO to partner commercially with major U.S. surgical companies and provide their surgeon clients with patient-specific implants. Based in Dallas (United States) and Lyon (France), SMAIO benefits from the skill and expertise of more than 40 highly specialized staff.

For further information, please visit our website: www.smaio.com

Listing market: Euronext Growth Paris
ISIN: FR0014005I80
Ticker: ALSMA

Forward-looking statements

Certain information contained in this press release is forward-looking statements, not historical facts. These forward-looking statements are based on current opinions, forecasts, and assumptions, including, but not limited to, assumptions regarding SMAIO's current and future strategy and the environment in which SMAIO operates. They involve known and unknown risks, uncertainties, and other factors that could cause actual results, performance, or achievements, or industry results or other events, to differ materially from those described or implied by such forward-looking statements. These risks and uncertainties include those listed and detailed in Section 3, “Risk Factors,” of the 2024 Annual Financial Report.

These forward-looking statements are made only as of the date of this press release, and SMAIO expressly disclaims any obligation or undertaking to release any updates or corrections to the forward-looking statements included in this press release to reflect any changes affecting the forecasts or events, conditions, or circumstances on which these forward-looking statements are based. Forward-looking information and statements are not guarantees of future performance and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond SMAIO's control. Actual results could differ materially from those described, or implied, or projected by the forward-looking information and statements.

Disclaimer

This press release does not constitute or form part of any offer or invitation to purchase or subscribe for securities in France, the United Kingdom, the United States of America, Canada, Australia, Japan, South Africa or any other country. No communication or information relating to this press release or to SMAIO may be published in any country or region requiring registration or approval. No steps have been taken (or will be taken) in any country (other than France) in which such steps would be required. A public offering of securities in France would only be made after approval by the Autorité des marchés financiers of the corresponding prospectus.

This press release is a promotional communication and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation").

With respect to member states of the European Economic Area other than France (the "Member States"), no action has been or will be taken to permit a public offering of the securities that would require the publication of a prospectus in any of the Member States. Accordingly, the securities may only be offered and will only be offered in the Member States (i) to qualified investors within the meaning of the Prospectus Regulation or (ii) in accordance with the other exemptions provided for in Article 1(4) of the Prospectus Regulation.

For the purposes of this paragraph, the notion of "public offer" in each of the Member States is defined as any communication addressed in any form and by any means whatsoever to persons and presenting sufficient information on the terms of the offer and on the securities to be offered, so as to enable an investor to decide to purchase or subscribe to such securities.

This investment restriction is in addition to any other investment restrictions applicable in member states.

This press release is not being distributed by, and has not been approved by, an authorized person within the meaning of section 21(1) of the Financial Services and Markets Act 2000. Accordingly, this press release is directed only at and intended only for (i) persons outside the United Kingdom, (ii) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (iii) persons falling within Article 49(2) (a) to (d) (high net worth companies, unregistered associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (iv) members of the public.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or (iv) any other person to whom this press release may otherwise be communicated in accordance with the law (the persons referred to in paragraphs (i), (ii), (iii) and (iv) together being referred to as the "Relevant Persons"). This press release does not constitute a prospectus approved by the Financial Conduct Authority or any other UK regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

Securities may not be offered, subscribed for or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). This press release may not be published, transmitted or distributed, directly or indirectly, in the United States of America.

The distribution of this press release in certain countries may constitute a violation of applicable laws and regulations. The information contained in this press release does not constitute an offer of securities in the United States, Canada, Australia, Japan or South Africa. This press release may not be published, transmitted or distributed, directly or indirectly, in the United States, Canada, Australia, Japan or South Africa.

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