Capital B announces the entry into force of the reverse stock split of its shares at a ratio of 10 existing shares for 1 new share
Capital B announces the entry into force of the reverse stock split of its shares at a ratio of 10 existing shares for 1 new share
- The reverse stock split's objective is to support the Company's institutional development and to open the Company's shares to a broader universe of investors
- The existing shares are exchanged for the new shares with entry into force on September 8, 2026, with settlement and delivery of the new shares on September 10, 2026, without any action required from shareholders
- The conversion terms of the Company's convertible bonds issued by Capital B Luxembourg SA, the exercise terms of the Company's warrants and the attribution rights of free shares for which the acquisition period is ongoing have been adjusted to reflect the reverse stock split
Puteaux, September 8, 2026: Capital B SA (ISIN: FR0014019Y19, FR ticker: ALCPB | US: CPTLF) (the “Company”), listed on Euronext Growth Paris, Europe's first Bitcoin Treasury Company, holding subsidiaries specialized in Data Intelligence, AI, and decentralized technology consulting and development, and corporate treasury, announces the entry into force of the reverse stock split of its shares on the basis of 10 existing shares for 1 new share. The reverse stock split's objective is to support the Company's institutional development and to open the Company's shares to a broader universe of investors. A detailed presentation of the Company's Bitcoin Treasury Company strategy, focused on increasing the number of bitcoin per fully diluted share over time, is available on the Company's website: https://cptlb.com/about/who-we-are/
Terms of the reverse stock split
- Reverse stock split ratio: exchange of 10 ordinary shares with a par value of €0.08 each for 1 new share with a par value of €0.80 carrying current dividend rights.
- Number of existing shares subject to the reverse stock split: 382,506,040 ordinary shares with a par value of €0.08 each (data updated as of September 7, 2026).
- Number of new shares as a result of the reverse stock split: 38,250,604 ordinary shares with a par value of €0.80 each (data updated as of September 7, 2026).
- Admission to trading: The old shares subject to the reverse stock split were admitted to trading on Euronext Growth Paris under ISIN FR0011053636 until September 7, 2026, their last trading day. The new shares resulting from the reverse stock split are admitted to trading on Euronext Growth Paris as from today, under ISIN code FR0014019Y19.
- Record date: September 9, 2026.
- Settlement and delivery of the new shares: September 10, 2026.
- Settlement of fractional entitlements: Pursuant to Articles L.228-6-1 and R.228-12 of the French Commercial Code, new shares that cannot be allocated individually, corresponding to fractional entitlements, will be sold on the market by the custodians. The proceeds from such sales will be distributed proportionally to each holder's fractional entitlements. These payments will commence on September 14, 2026. Each shareholder is invited to contact their financial intermediary should they have any questions in this respect.
- Suspension of the exercise of securities giving access to the capital: The conversion right attached to the convertible bonds issued by Capital B Luxembourg SA and the exercise right attached to the Company's share subscription warrants is suspended from 12:01 a.m. (Paris time) on August 17, 2026, until 11:59 p.m. (Paris time) on September 10, 2026.
Indicative reverse stock split timetable
| September 8, 2026 | Effective date of the reverse stock split and first trading day of the new shares |
| September 10, 2026 | Settlement and delivery of the new shares |
| September 11, 2026 | Resumption of the exercise period for securities giving access to the capital |
| From September 14, 2026 | Beginning of the compensation process by financial intermediaries for shareholders with fractional entitlements |
Adjustment of the conversion ratios of the convertible bonds issued by Capital B Luxembourg SA and convertible into shares of the Company, the exercise ratios of the Company's share subscription warrants, and the attribution rights of free shares for which the acquisition period is ongoing
After the entry into force of the reverse stock split, the conversion ratios of the convertible bonds issued by Capital B Luxembourg SA and convertible into shares of the Company, the exercise ratios of the Company's share warrants, and the attribution rights of free shares for which the acquisition period is ongoing, have been adjusted to reflect the reverse stock split, in accordance with the terms and conditions applicable to each instrument, as follows:
- For the convertible bonds issued by Capital B Luxembourg SA and convertible into shares of the Company, the conversion price is multiplied by 10.
- For the Company's share subscription warrants, the exercise ratio is divided by 10, meaning that each share subscription warrant entitles its holder to subscribe for 1/10th of a share.
- For the attribution rights of free shares for which the acquisition period is ongoing, the number of shares that may ultimately be acquired by each beneficiary is divided by 10.
The table below sets out these adjustments for each series of the convertible bonds issued by Capital B Luxembourg SA and convertible into shares of the Company, and the Company's share subscription warrants:
| Previous Terms | New Terms |
| OCA A-03 Convertible Bonds | |
The conversion of each bond entitles the holder to:
|
The conversion of each bond entitles the holder to:
|
| Warrants issued upon conversion of OCA A-03 | |
Each warrant entitles the holder to subscribe for one share at an exercise price per warrant equal to the higher of:
|
Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant equal to the higher of:
|
| OCA A-04 Convertible Bonds | |
The conversion of each bond entitles the holder to:
|
The conversion of each bond entitles the holder to:
|
| Warrants issued upon conversion of OCA A-04 | |
Each warrant entitles the holder to subscribe for one share at an exercise price per warrant equal to the higher of:
|
Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant equal to the higher of:
|
| OCA A-05 Convertible Bonds | |
The conversion of each bond entitles the holder to:
|
The conversion of each bond entitles the holder to:
|
| Warrants issued upon conversion of OCA A-05 | |
Each warrant entitles the holder to subscribe for one share at an exercise price per warrant equal to the higher of:
|
Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant equal to the higher of:
|
| OCA B-02 Convertible Bonds | |
| The conversion of each bond entitles the holder to a number of shares equal to its nominal value divided by €0.7072 | The conversion of each bond entitles the holder to a number of shares equal to its nominal value divided by €7.072 |
| OCA B-03 Convertible Bonds | |
| The conversion of each bond entitles the holder to a number of shares equal to its nominal value divided by €3.809 | The conversion of each bond entitles the holder to a number of shares equal to its nominal value divided by €38.09 |
| OCA B-04 Convertible Bonds | |
The conversion of each bond entitles the holder to:
|
The conversion of each bond entitles the holder to:
|
| Warrants issued upon conversion of OCA B-04 | |
Each warrant entitles the holder to subscribe for one share at an exercise price per warrant equal to the higher of:
|
Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant equal to the higher of:
|
| 2026-01 warrants | |
Each warrant entitles the holder to subscribe for one share at an exercise price per warrant equal to the higher of:
|
Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant equal to the higher of:
|
| 2026-02 warrants | |
Each warrant entitles the holder to subscribe for one share at an exercise price per warrant equal to the higher of:
|
Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant equal to the higher of:
|
| 2026-03 warrants | |
| Each warrant entitles the holder to subscribe for one share at an exercise price per warrant of €0.86 | Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant of €0.86 Corresponding to a subscription price per share equal to €8.60 |
| 2026-04 warrants | |
| Each warrant entitles the holder to subscribe for one share at an exercise price per warrant of €1.12 | Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant of €1.12 Corresponding to a subscription price per share of €11.20 |
| 2026-05 warrants | |
| Each warrant entitles the holder to subscribe for one share at an exercise price per warrant of €1.46 | Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant of €1.46 Corresponding to a subscription price per share of €14.60 |
| 2026-06 warrants | |
| Each warrant entitles the holder to subscribe for one share at an exercise price per warrant of €0.75 | Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant of €0.75 Corresponding to a subscription price per share of €7.50 |
| 2026-07 warrants | |
| Each warrant entitles the holder to subscribe for one share at an exercise price per warrant of €0.98 | Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant of €0.98 Corresponding to a subscription price per share of €9.80 |
| 2026-08 warrants | |
| Each warrant entitles the holder to subscribe for one share at an exercise price per warrant of €1.27 | Each warrant entitles the holder to subscribe for 1/10th of a share at an exercise price per warrant of €1.27 Corresponding to a subscription price per share of €12.70 |
These new conversion and exercise terms will be confirmed to the holders following the end of the suspension period, in accordance with the applicable legal, regulatory and contractual provisions.
It is reminded that holders of convertible bonds and share subscription warrants may, where the conversion or exercise results in a fractional number of shares, pay a cash adjustment in order to receive the next whole number of shares.
Risk factors
The Company reminds that the risk factors related to the Company and to its business are detailed in its 2025 annual results financial report, available for free on the Company's website (https://www.cptlb.com). The realization of all or part of these risks could negatively impact the Company's operations, financial position, results, development, or outlook.
* * *
| About Capital B (FR: ALCPB | US: CPTLF) Capital B is a Bitcoin Treasury Company listed on Euronext Growth Paris, specialized in Data Intelligence, AI, and Decentralized Tech consulting and development, and corporate treasury. |
EURONEXT Growth Paris FR Ticker: ALCPB US OTCID Ticker: CPTLF ISIN: FR0014019Y19 Reuters: ALCPB.PA Bloomberg: ALCPB.FP Contact: contact@cptlb.com |
| Investor relations Actus Finance & Communication Mathieu Calleux cpb@actus.fr |
Press relations Actus Finance & Communication Anne-Charlotte Dudicourt acdudicourt@actus.fr - +33 6 24 03 26 52 Céline Bruggeman cbruggeman@actus.fr - +33 6 87 52 71 99 Le Crayon Groupe Sarah Benmoussa sarahb@lecrayongroupe.fr |
| Capital B press releases are available on: Financial information – Capital B To receive all press releases free of charge, register with Actusnews |
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