• Since the rejection of key financial delegations during its Shareholders General Meeting of February 11, 2025, triggering a case of default of certain of its existing debts, Poxel’s management has held discussions with the Company’s creditors.
• Poxel’s proposed plan including a partnership and sale for one of its pipeline product together with potential additional financing, could not materialize within a foreseeable timeframe.
• Consequently, Poxel and IPF Partners have agreed on a transition plan which includes the following steps:
  • Filing by Poxel for insolvency (déclaration de cessation des paiements) and requesting the opening of reorganization proceedings (redressement judiciaire) to the Court for Economic Activities of Lyon;
  • Upcoming replacement of all current members of the Board of Directors following their individual resignation;
  • Upcoming announcement of a new executive management team to replace the current CEO; and
  • Implementation of a short-term operational and financial transition plan to ensure continuity of operations.
• Implementation of the steps of this transition plan will be announced as soon as it is effective.
• Poxel’s shares will be suspended from trading on July 30, 2025, and will trade again after the decision of the Court for Economic Activities of Lyon expected to occur in the first week of August 2025.

Regulatory News:

POXEL SA (Euronext : POXEL - FR0012432516), a clinical stage biopharmaceutical company developing innovative treatments for chronic serious diseases with metabolic pathophysiology, including metabolic dysfunction-associated steatohepatitis (MASH) and rare metabolic disorders, today provides an update on its ongoing negotiations with its creditors and its agreement with its senior creditor, IPF Partners, to file for insolvency (déclaration de cessation des paiements), to request the opening of reorganization proceedings (redressement judiciaire) and to undertake significant corporate governance changes in a short notice.

Context

Failure at the Combined Shareholders' Meeting of February 11, 2025 to approve certain financial delegations, and, in particular, on the issuance of new shares in redemption for bonds redeemable into new or existing shares (ORANE) held, or to be potentially issued and held by IRIS, triggered an event of default under the IRIS and IPF Partners bond financing agreements allowing each of them to request mandatory redemption of the bonds they hold (EUR 4.3 million and EUR 14.2 million, respectively, as of June 30, 2025).

Since then, Poxel’s Board and Management have actively engaged in restructuring discussions with creditors to identify a solution that would allow the Company to continue its operations.

At the same time, the Company pursued discussions with several potential partners for the development of its pipeline. In particular, Poxel entered into advanced negotiations with a prospective partner for PXL065. However, given the short cash runway of the Company (which the Company announced on June 30, 2025 to run through the course of July 2025) as well as the foreseeable timeframe required to close this partnership and sale, this plan could not be completed.

As a result, Poxel Management and Board of Directors have agreed to proceed with the following significant structural corporate changes at Poxel, following the filing for insolvency (déclaration de cessation des paiements) and requesting the opening of reorganization proceedings (redressement judiciaire) with the Court for Economic Activities of Lyon.

Estimated Consolidated Cash and Cash Equivalents Position as of June 30, 2025

The Company estimates that its total consolidated cash and cash equivalents as of June 30, 2025, amounted to approximately EUR 1.3 million (unaudited), including EUR 563 thousand corresponding to cash held in security trusts bank accounts to secure their financing for several years, in accordance with the royalty monetization agreement with OrbiMed.

Filing for insolvency (déclaration de cessation des paiements) and for the opening of reorganization proceedings (redressement judiciaire)

On July 29, 2025, Poxel filed for insolvency (déclaration de cessation des paiements) and for the opening of reorganization proceedings (redressement judiciaire) with the Court for Economic Activities of Lyon.

A decision of the court is expected to occur on or after the hearing scheduled on August 5, 2025.

Impact on Governance and Organization

Given the inability to secure support from creditors for its strategic development plan, an agreement between the Board of Directors of Poxel and its senior creditor IPF Partners has been reached to implement the following measures:

1. Replacement of all the current Board members following their individual resignation by new directors coopted by the Board of Directors in a short notice after the filing for the opening of reorganization proceedings (redressement judiciaire) in front of the Court for Economic Activities of Lyon.
2. Appointment of a new transition CEO by the new Board of Directors to occur in a short notice after the filing for the opening of reorganization proceedings (redressement judiciaire) in front of the Court for Economic Activities of Lyon.
3. Implementation of a short-term financial and operational transition plan aimed at ensuring the continuity of Poxel’s operations. Existing CEO Thomas Kuhn will provide support to the Company during this transition period.

The Board of Directors of the Company has approved the agreement with IPF Partners which is summarized herein and on the website of the Company under the related party transactions (conventions réglementées) subsections.

Outlook and 2024 annual accounts

Implementation of the steps of the proposed transition plan will be announced as soon as effective, including the change of Governance and the decision of the Court for Economic Activities of Lyon regarding the request for the opening of reorganization proceedings (redressement judiciaire).

Given the current situation, the Company is unable to provide an effective timeline for the approval and publication of its 2024 annual report or the convening of its next Annual General Meeting, which has been postponed as mentioned below.

Suspension of trading

Poxel’s shares will be suspended from trading starting July 30, 2025, before market opening and will trade again after the decision of the Court for Economic Activities of Lyon expected to occur on August 5, 2025, or shortly after.

Poxel will continue to inform the market of the next major steps of its reorganization proceedings.

Postponement of Annual General Meeting until December 31, 2025

As already made public on June 30, 2025, the Lyon Court for Economic Activities granted the Company’s request to postpone until December 31, 2025, at the latest, the holding of its 2025 Annual General Meeting due to the delay in the approval of its annual statutory and consolidated financial statements for the fiscal year 2024. As a reminder, this delay in the closing and publication of its 2024 annual results resulted from the potential impact of the negotiations with the Company’s financial creditors and with potential partners for the development of the Company’s pipeline on its financial statements. The holding of the 2025 Annual General Meeting remains subject to the approval by the Board of Directors of the financial statements for the year ended December 31, 2024.

About Poxel SA

Poxel is a clinical stage biopharmaceutical company developing innovative treatments for chronic serious diseases with metabolic pathophysiology, including metabolic dysfunction-associated steatohepatitis (MASH) and rare disorders. For the treatment of MASH, PXL065 (deuterium-stabilized R-pioglitazone) met its primary endpoint in a streamlined Phase 2 trial (DESTINY-1). In rare diseases, development of PXL770, a first-in-class direct adenosine monophosphate-activated protein kinase (AMPK) activator, is focused on the treatment of adrenoleukodystrophy (ALD) and autosomal dominant polycystic kidney disease (ADPKD). TWYMEEG^® (Imeglimin), Poxel’s first-in-class product that targets mitochondrial dysfunction, is now marketed for the treatment of type 2 diabetes in Japan by Sumitomo Pharma and Poxel expects to receive royalties and sales-based payments. Poxel has a strategic partnership with Sumitomo Pharma for Imeglimin in Japan. Listed on Euronext Paris, Poxel is headquartered in Lyon, France, and has subsidiaries in Boston, MA, and Tokyo, Japan.

For more information, please visit: www.poxelpharma.com

All statements other than statements of historical fact included in this press release about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results or performance to be materially different from the expected results or performance expressed or implied by such forward-looking statements. The Company does not endorse or is not otherwise responsible for the content of external hyperlinks referred to in this press release.

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