Press release

• A capital increase through a private placement with certain categories of investors via an accelerated book-building process;
  • Subscription commitment totalling €4.0 million from Vatel Capital, thus demonstrating his confidence in Amoéba's trajectory;
  • Subscription price per share: €0.75, representing a discount of around 20% compared with the volume-weighted average share price of the Company over the last five (5) trading sessions up to and including 25 March 2026, which stands at 0,9365 €;
  • Closing of the Offer: 26 March 2026 prior to market opening, subject to any early closure or extension;
  • Eligibility of the offer under Article 150-0 B ter of the French General Tax Code and for FIPs (French local investment funds).
• Refinancing agreement with Nice & Green, allowing the maturity of the bond debt to be extended to 2029 and providing greater financial flexibility.

Chassieu (France), 25 March 2026 – 5:50 p.m. - Amoéba (FR0011051598 - ALMIB ), an industrial greentech specialized in the development of natural microbiological solutions based on the patented use of amoebae, announces today the launch of a capital increase through the issue of new ordinary shares with the exclusion of shareholders' pre-emptive subscription rights, as part of an offer to investors falling within the categories of persons defined by the eleventh (11^th) resolution approved by the Combined General Meeting of Shareholders on 26 June 2025, and the decision of the Board of Directors of 25 March 2026 (the “Transaction”). An application will be made for the new shares to be admitted to trading on the Euronext Growth market via Euronext Paris. The Company is simultaneously announcing a refinancing agreement for its bond debt with Nice & Green, enabling it to strengthen its financial flexibility.

In an uncertain and volatile market environment caused by geopolitical tensions in the Middle East, Amoéba wanted to secure a significant amount of funding within a tight market window, which could be deployed rapidly and aligned with its operational needs. The €4.0 million in subscription commitments received from Vatel Capital, a leading independent French investment management firm specialising in supporting small and mid-cap companies, was a key factor in the decision to launch the Operation. This comes at a time when Amoéba is enjoying a very favourable momentum, particularly following the first order from its partner Koppert received in early March, which marks a new phase in Amoéba's history[1].

The funds raised will thus enable Amoéba to accelerate the industrial ramp-up initiated through contracts with external CDMO service providers, to continue providing marketing and commercial support for the developments undertaken by its distribution partners, and to underpin its development strategy in the cosmetics sector.

Benoît VILLERS, Chairman of the Board of Directors of Amoéba, said: “This transaction enables Amoéba to strengthen its financial position at a crucial moment, as the company officially enters the commercialisation phase of its biocontrol solution, with the support of its various partners. We are delighted that Amoéba has, in particular, caught the attention of a renowned investment firm such as Vatel Capital, which sends a strong signal of confidence in our trajectory. In a particularly uncertain market environment, it was our responsibility to seize this opportunity to raise funds. We opted for an ABB, which is the most responsive and appropriate financial instrument in the current circumstances, but we regret the end of the only mechanism that allowed retail investors to participate in this type of transaction. Amoéba now relies on solid regulatory, industrial, financial and commercial fundamentals to maximise value creation for all its partners and shareholders.”

A refinancing agreement to defer financial obligations

Ameba has also negotiated and secured approval for a debt refinancing agreement with its majority shareholder, Nice & Green, which will enable it to gain greater financial clarity and postpone repayment of the bulk of its bond debt until 2029.

For the record, Nice & Green and Amoéba signed a contract in February 2023 for the issue and subscription of ordinary bonds, enabling Amoéba to access a non-dilutive source of funding. Under this agreement, Amoéba has a debt to Nice & Green of approximately €12.0 million as at the end of March 2026, with the first repayment instalments initially scheduled for August 2026.

To enable Amoéba to devote its financial resources to the upcoming commercialisation phase, the two parties have agreed to refinance this debt via a new agreement, which cancels and replaces the previously signed agreements. Its main features are as follows:

• A single agreement, replacing the initial agreement of February 2023 and its various amendments;
• A new bond issue in the form of simple bonds, maturing in September 2029, for an amount of €12.0 million;
• An interest rate reduced by 200 basis points;
• A repayment of the face value of the plain bonds in September 2029, with interest paid every six months from September 2026;
• The option for the lender to convert its bond debt into shares in the event of any capital increase by the issuer (up to a maximum of 35% of the issue);
• The retention of the repayment guarantees from the previous agreement (pledge of intellectual property rights and the option to convert the bond claim into share warrants in the event of default).

With no principal repayments due until 2029, Amoéba now has greater operational latitude to focus on its growth trajectory.

By combining the net proceeds from the capital increase, the Company's current cash reserves, the revised repayment schedule for the debt owed to Nice & Green, and the financial support provided by the latter, Amoéba believes it can sustain its growth and meet its financial obligations at least until 31 December 2026.

Jean-François DOUCET, Chief Executive Officer of Amoéba, said: “This fundraising will enable us to confidently approach the launch of our biocontrol solution, in particular by supporting the ramp-up of industrial production with our CDMO partners and by stepping up our sales efforts alongside our distribution partners. The refinancing agreement with our major shareholder also increases our financial flexibility and visibility. We now have everything we need to ensure the success of the upcoming commercialisation phase and to meet the expectations of industry professionals.”

About Amoéba :

Founded in 2010, Amoéba is a green tech company based in Chassieu (Lyon, France) that aims to become a major player in microbiological risk treatment through the patented use of amoebae in the plant protection and cosmetics sectors.

With unique expertise protected by numerous patents, Amoéba is currently the only company authorised to use the Willaertia amoeba industrially for biocontrol and cosmetic applications. To the Company's knowledge, it is also the only company capable of producing it on an industrial scale in volumes compatible with commercial applications, in order to offer a viable alternative to the chemical products widely used today.

Amoéba is currently focusing on the global biocontrol market for plant protection and the cosmetics market. As the marketing of plant protection products is subject to obtaining local regulatory approvals, the Company has taken the necessary regulatory steps and submitted applications for approval in Europe and the United States. The active substance has already been approved in the United States in 2022 and received a positive and final report from the EFSA in Europe. Product registration was obtained in 2025 for the United States and is expected in 2026 in France and then in other targeted European countries.

The cosmetic application does not require prior approval from a competent authority in Europe or the United States. The cosmetic ingredient is already listed on the INCI (International Nomenclature of Cosmetic Ingredients) list, paving the way for its commercialisation worldwide, except in China, where local approval is required.

Amoéba is listed on Euronext Growth (ALMIB). The company is a member of the Bpifrance Excellence network and is eligible for the PEA-PME scheme. For more information, visit www.amoeba-nature.com.

Contacts:

Terms of the Offer

The Offer will be conducted via an accelerated book-building process (Accelerated Book Building), following which the number and price of the new shares to be issued will be determined. The accelerated book-building process will commence immediately and is expected to close prior to the opening of trading on 26 March 2026, subject to any early closure or extension. The Company will announce the outcome of the Transaction as soon as possible after the close of the book-building process in a press release. Under the eleventh (11^th) resolution of the Combined General Meeting of Shareholders of 25 June 2025, the issue price of the new shares shall be at least equal to the weighted average of the share prices over the last five trading sessions preceding its determination, subject to a maximum discount of 20.00%.

The new shares will carry current dividend rights and will be admitted to trading on the Euronext Growth Paris market under ISIN code FR0011051598 - ALMIB.

As at the date of this press release, the Company is aware of investors' intention to subscribe for up to €4.0 million.

The private placement is not subject to a prospectus requiring approval by the French Financial Markets Authority (the ‘AMF'). Detailed information concerning the Company, in particular regarding its business, its results and the corresponding risk factors, is set out in the universal registration document relating to the financial year ended 31 December 2025, which may be consulted, together with other regulated information and all of the Company's press releases, on its website (https://amoeba-nature.com/investisseur/) .

The main risks specific to the Private Placement are as follows:

• The market price of the Company's shares may fluctuate and fall below the subscription price of the new shares
• Due to fluctuations in the stock markets, the volatility and liquidity of the Company's shares may vary significantly
• Sales of the Company's shares may occur on the secondary market following the completion of the Private Placement and have an adverse impact on the Company's share price
• In view of the intended uses of the proceeds from the issue under this Private Placement, the Company has discretion regarding the use of the funds raised and may use them in a manner with which shareholders may not agree or which may not increase the value of their investment in the short term
• The Company has not paid any dividends over the last three financial years.
• Should the Company raise further capital from the market following the completion of the capital increase, this would result in further dilution for investors.

Partners of the Operation

EuroLand Corporate - Deal advisor 

Marex - Lead manager and bookrunner - CMcashequities@marex.com

Lamy Lexel - Legal advisor 

ACTUS finance & communication - Fnancial communication 

Disclaimer

This press release contains certain forward-looking statements concerning Amoéba which are based on its own assumptions and estimates and on information that is currently available to us. However, Amoéba gives no assurance that the estimates contained in such forward-looking statements will be verified, with these estimates subject to numerous risks, including the risks set forth in Amoéba's universal registration document filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on March 18, 2026 under number D.26-0108 and available on the Amoéba website (www.amoeba-nature.com). The forward-looking statements contained in this press release are also subject to risks not yet known to Amoéba or not currently considered material by Amoéba . The occurrence of all or part of such risks could cause Amoéba's actual results, financial conditions, performance, or achievements to be materially different from such forward-looking statements.

[1] See the press release dated 11 March 2026.