VALERIO THERAPEUTICS ANNOUNCES THE COMPLETION OF A CAPITAL INCREASE WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS

Paris (France), October 15, 2025

Valerio Therapeutics S.A. (Euronext Growth Paris: ALVIO), hereinafter “Valerio Therapeutics” or the “Company“, announces the completion of a capital increase with cancellation of preferential subscription rights for a total amount of €6,363,636.23, through the issuance of 138,339,918 new ordinary shares at a subscription price of €0.046 per new ordinary share, reserved for investors (the “Capital Increase“) »).

The Company raised a total amount of €6,363,636.23, including €3,499,999.99 in cash contributed by investors, and €2,863,636.20 by way of set-off of debt.

On this occasion, Mr. Julien Miara, Chief Executive Officer, said: “The purpose of this capital increase is to supplement the Company’s financial resources and enable it to finance the development of its platforms and internal pipelines while continuing the work initiated since the beginning of the year on the restructuring of its liabilities.”

Terms of the Capital Increase

Based on the delegation granted by the Shareholders’ Meeting of September 30, 2025, the Board of Directors of October 10, 2025, decided to proceed with a capital increase in the Company’s capital, through the issuance of new ordinary shares with cancellation of preferential subscription rights for the benefit of categories of investors whose characteristics were determined by the Meeting. The subscription period for the Capital Increase as decided by the Board of Directors has been set from October 10 to October 20, 2025.

Pursuant to the decisions of the Company’s Board of Directors, the share capital was increased by a total nominal amount of €1,383,399.18 through the issuance of a total of 138,339,918 new ordinary shares, at a subscription price of €0.046 per share, representing a total subscription price of €6,363,636.23 (including issue premium). As the entire Capital Increase has been subscribed, the Chief Executive Officer, in accordance with the decisions of the Board of Directors, has confirmed the completion of the Capital Increase on October 15, 2025.

The unit subscription price of the new shares used in connection with this transaction reflects the volume-weighted average of the Company’s share prices on Euronext Growth Paris during the last three trading days prior to the setting of the issue price, i.e. the sessions of October 7, 8 and 9, 2025, reduced by a 20% discount, rounded to the third decimal place, to €0.046.

The Capital Increase was subscribed to in the following proportions:

The new shares issued following the Capital Increase will be admitted to trading on Euronext Growth Paris. They will be listed on the same listing line as the Company’s existing shares (ISIN: FR0010095596), will carry current dividend rights and will be immediately assimilated to the Company’s existing shares.

The Capital Increase did not and will not require the preparation of a prospectus submitted to the Autorité des Marchés Financiers for approval, pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended.

Impact of the Capital Increase on the distribution of capital

Following the transaction, the Company’s share capital amounts to €4,888,478.61, divided into 488,847,861 ordinary shares with a nominal value of €0.01 each.

The new shares represent 28% of the number of shares outstanding after the Capital Increase. Thus, a shareholder holding 1% of the capital issued before the transaction holds approximately 0.72% of the capital at the end of the transaction.

The distribution of the Company’s shareholding prior to the completion of the Capital Increase is as follows:

The distribution of the Company’s shareholding following the completion of the Capital Increase is as follows :

For more information, visit www.valeriotx.com.
CONTACTS
Valerio Therapeutics
Investor Relations:
ir@valeriotx.com | +33 (0) 1 70 38 33 99

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Forward-Looking Statements

This press release contains express or implied forward-looking statements relating to Valerio Therapeutics and its business. These statements depend on known and unknown risks, uncertainties and other factors that could cause Valerio Therapeutics’ actual results, financial conditions, performance or achievements to differ materially from any results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Valerio Therapeutics issues this press release as of this date and does not undertake any obligation to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise. For a description of the risks and uncertainties that could cause Valerio Therapeutics’ actual results, financial conditions, performance or achievements to differ from those contained in the forward-looking statements, please refer to the Risk Factors described in the Company’s annual financial report or other periodic financial report or press release. available free of charge on the Company’s website (www.valeriotx.com) and/or the AMF website (www.amf-france.org).

Warning

This document and the information contained herein do not constitute an offer to sell or buy or a solicitation to sell or buy any securities of Valerio Therapeutics.

No communication or information relating to the Company’s issuance of its shares may be disseminated to the public in any country in which a registration or approval requirement is required. No steps have been taken or will be taken in any country in which such steps are required. The issuance or subscription of shares may be subject to specific legal or regulatory restrictions in certain countries. The Company assumes no liability for any violation by any person of these restrictions.

This document does not constitute and shall not be deemed to constitute an offer to the public, an offer to purchase or to solicit the public interest in a public offering transaction. The distribution of this document may, in some countries, be subject to specific regulations. Persons in possession of this document should inform themselves of any local restrictions and comply with them.

With respect to the member states of the European Economic Area (including France) (the “Member States”), no action has been taken and will not be taken to permit an offer to the public of the securities, the subject of this document, making it necessary to publish a prospectus in any of the Member States. Accordingly, the Company’s securities may not be offered and will not be offered in any Member State, except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation or in such other cases as do not require the publication by the Company of a prospectus pursuant to Article 1 of the Prospectus Regulation and/or the applicable regulations in that Member State.

For the purposes of this disclaimer, the expression “public offer” in connection with any shares of the Company in any Member State means the communication, in any form and by any means, of sufficient information on the terms of the offer and on the securities to be offered, so as to enable an investor to decide whether to purchase or subscribe for the securities, as amended by the Member State. The term “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measures in the Member State.

This document does not constitute an offer of securities or any solicitation to buy securities of the Company in the United States or in any other jurisdiction in which such offer or solicitation may be restricted. The Company’s securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company’s securities have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States. The distribution of this document (including any form of communication) is subject to the restrictions set out in Section 21 Restrictions on Financial Promotion of the Financial Services and Markets Act 2000 (“FMSA”). This document is intended and addressed only to persons who (i) are outside the United Kingdom, (ii) have professional investment experience and are investment professionals as that term is defined in section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) referred to in section 49(2)(a) to (d) (“high net worth companies”, “unincorporated associations”, etc.) of the College, and (iv) any other person to whom this document may lawfully be communicated (all such persons mentioned in (i), (ii), (iii) and (iv) together being referred to as the “Qualified Persons”). This document must not be used in the UK by persons who are not Qualified Persons. Any investment in connection with this document may only be offered or entered into in the UK with Qualified Persons.