Resolves to Conduct a Capital Increase from Authorized Capital and Announces the Terms of the Rights Offering Approved by the Annual General Meeting on June 30, 2026

 

Ad hoc announcement pursuant to Article 17(1) of Regulation (EU)

No. 596/2014 (Market Abuse Regulation)

Bio-Gate AG Resolves to Conduct a Capital Increase from Authorized Capital and Announces the Terms of the Rights Offering Approved by the Annual General Meeting on June 30, 2026

Nuremberg, July 20, 2026 — The Executive Board of Bio-Gate AG (ISIN DE000BGAG981), with the approval of the Supervisory Board, resolved today to increase the company’s share capital from the current 2,038,738.00 euros by up to 407,747.00 euros to a maximum of 2,446, 485.00 euros by issuing up to 407,747 new shares from authorized capital. The statutory subscription right has been excluded for existing shareholders. The new shares will be placed at an issue price of 2.80 euros per share as part of a private placement. The purpose of this measure is to ensure prompt access to liquid funds in order to strengthen the company’s financial flexibility and to implement the planned growth strategy efficiently and swiftly. Gross proceeds of up to approximately 1,141,691.60 euros are expected from this capital increase. Bio-Gate AG plans to use the proceeds for short-term investments.

Furthermore, the Executive Board of Bio-Gate AG today, with the approval of the Supervisory Board, resolved on the terms of the planned ordinary capital increase in the form of a rights offering (“Rights Offering”), which was approved by the Annual General Meeting on June 30, 2026. Pursuant to the authorization granted by the resolution of the Annual General Meeting, the Executive Board has resolved to issue up to 407,747 new, bearer, no-par value shares (“Offered Shares”) in the form of a rights offering at a subscription price of 2.80 euros (“Subscription Price”) per Offered Share, thereby increasing the Company’s share capital from the current 2,038,738.00 euros by up to 407,747.00 euros to a maximum of 2,446,485.00 euros. If the capital increase from authorized capital is completed earlier, the share capital will increase accordingly.

The Annual General Meeting also resolved to reduce the share capital by consolidating shares at a ratio of 5:1 to the current share capital of EUR 2,038,738.00. The corresponding consolidation of shares (conversion) and the settlement of the resulting fractional shares—as technical procedures within the scope of the capital reduction—have not yet been completed. The Offered Shares will therefore be offered to shareholders at the subscription price in accordance with the subscription ratio of 5:1 or 25:1 (based on shares not yet converted; that is, every twenty-five shares held entitle the holder to subscribe for one Offered Share) as set forth in the resolution. The Offered Shares will be issued with dividend rights effective January 1, 2026.

Subject to approval of the securities information sheet by the Federal Financial Supervisory Authority (BaFin), which is expected shortly, the subscription offer along with further information is expected to be published in the Federal Gazette by July 24, 2026.

 The subscription period is scheduled to run from July 30, 2026, through August 13, 2026. Subscription rights not exercised within this period will expire without replacement and will be written off as worthless upon expiration of the subscription period. The statutory subscription right is granted to shareholders in such a way that the Offered Shares are subscribed to by BankM AG, Frankfurt/Main, and offered to shareholders for subscription (indirect subscription right). Existing shareholders are entitled, upon exercising their subscription rights, to submit binding purchase orders for additional Offered Shares at the subscription price (“excess subscription”). There is no legal entitlement to the allocation of shares in an oversubscription. Offered Shares not subscribed for based on subscription rights are to be offered, in particular to institutional investors, as part of a private placement.

The Offered Shares are expected to be included in the existing listing on the Open Market segment of the Munich Stock Exchange by August 26, 2026. The first trading day for the Offered Shares is expected to be on or around August 26, 2026, with settlement and delivery of the Offered Shares against payment expected on or around the same date.

 The rights offering is expected to generate gross proceeds of up to approximately 1,141,691.60 euros. Bio-Gate AG intends to use these proceeds to strengthen its creditworthiness and equity capital, thereby creating financial flexibility for further investments.

Contact:

Bio-Gate AG

Mr Falk von Kriegsheim

Tel +49 172 9837109

ir@bio-gate.de

Neumeyerstr. 28-34

D-90411 Nürnberg, Germany

www.bio-gate.de

End of Inside Information