MABION S.A.
Condensed interim financial statements
as at and for the period
of 3 months and 9 months
ended 30 September 2025
Konstantynów Łódzki, 1 December 2025
CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
in PLN thousand, unless otherwise indicated Notes
July 1, 2025
- September 30,
2025
(not audited﴿
January 1, 2025
- September 30,
2025
(not audited﴿
July 1, 2024
- September 30,
2024
(not audited﴿
January 1, 2024
- September 30
2024
(not audited﴿
Revenue from sales | 8 | 3,677 | 9,349 | 673 | 62,087 |
Revenue from the settlement of the purchase of materials | 8 | 407 | 712 | (157﴿ | 702 |
Lease income | 8 | - | - | - | 1,480 |
Total revenue | 4,084 | 10,061 | 516 | 64,269 | |
Cost of sales | 8, 9 | (6,979﴿ | (23,735﴿ | (275﴿ | (10,332﴿ |
Cost of purchased materials | 8, 9 | (407﴿ | (712﴿ | 157 | (726﴿ |
Total costs | (7,386﴿ | (24,447﴿ | (118﴿ | (11,058﴿ | |
Gross profit/(loss﴿ on sales | (3,302﴿ | (14,386﴿ | 398 | 53,211 | |
Research and development costs | 9, 10 | 1 | (74﴿ | (60﴿ | (722﴿ |
General administrative expenses | 9 | (7,868﴿ | (25,324﴿ | (15,734﴿ | (43,138﴿ |
Other operating income | 11 | 356 | 544 | 280 | 468 |
Other operating expenses | 11 | 86 | (209﴿ | (4﴿ | (796﴿ |
Profit/(Loss﴿ on operating activities | (10,727﴿ | (39,449﴿ | (15,121﴿ | 9,024 | |
Financial income | 12 | 136 | 565 | 306 | 5,575 |
Financial costs | 12 | (162﴿ | (2,541﴿ | (1,478﴿ | (3,060﴿ |
Gross profit/(loss﴿ | (10,753﴿ | (41,425﴿ | (16,292﴿ | 11,539 | |
Income tax | - | - | - | - | |
NET PROFIT/(LOSS﴿ | (10,753﴿ | (41,425﴿ | (16,292﴿ | 11,539 | |
Other comprehensive income | - | - | - | - | |
TOTAL COMPREHENSIVE INCOME | (10,753﴿ | (41,425﴿ | (16,292﴿ | 11,539 |
Basic and diluted earnings/(loss﴿ per share (in PLN per share﴿
(0.67﴿ (2.56﴿ (1.01﴿ 0.71
The explanatory notes presented on pages 5 to 28 constitute an integral part of these condensed interim financial statements
CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
(not audited﴿
in PLN thousand Notes September 30, 2025
December 31, 2024
Intangible assets | 13 | 184 | 264 |
Property, plant, and equipment | 13 | 105,969 | 111,196 |
Advances for fixed assets under construction | 1,868 | 1,868 | |
Long-term receivables | 244 | 287 | |
Total fixed assets | 108,265 | 113,615 | |
Current assets | - | 109 | |
Inventories | 14 | 2,506 | 2,488 |
Trade receivables | 15 | 791 | 1,079 |
Other receivables | 15 | 2,223 | 2,002 |
Prepaid expenses | 16 | 2,063 | 1,730 |
Cash and cash equivalents | 4,608 | 38,448 | |
Total current assets | 12,191 | 45,857 | |
TOTAL ASSETS | 120,456 | 159,472 | |
Share capital | 1,616 | 1,616 | |
Share premium | 237,443 | 237,443 | |
Reserve capital | 23,192 | 23,192 | |
Accumulated losses | (192,234﴿ | (150,809﴿ | |
Total equity | 70,017 | 111,442 | |
Deferred income from subsidies | 18 | 6,577 | 6,734 |
Loans and borrowings | 21 | 254 | 66 |
Long-term liabilities | - | 406 | |
Leasing | 22 | 1,053 | 1,692 |
Total long-term liabilities | 7,884 | 8,898 | |
Refundable advances for distribution rights | 20 | 1,661 | 1,662 |
Trade liabilities | 23 | 4,997 | 4,379 |
Other liabilities | 23 | 3,674 | 3,334 |
Accrued expenses | 24 | 2,225 | 1,610 |
Loans and borrowings | 21 | 169 | 159 |
Deferred income | 18 | 25,164 | 25,148 |
Liabilities arising from the performance of contracts | 19 | 3,224 | 1,495 |
Leasing | 22 | 1,441 | 1,346 |
Total current liabilities | 42,555 | 39,133 | |
TOTAL LIABILITIES | 50,439 | 48,031 | |
TOTAL LIABILITIES AND EQUITY | 120,456 | 159,472 |
The explanatory notes presented on pages 5 to 28 constitute an integral part of these condensed interim financial statements
CONDENSED INTERIM CASH FLOW STATEMENT
in PLN thousand Notes
January 1, 2025
September 30, 2025 (not audited﴿
January 1, 2024
September 30, 2024 (not audited﴿
Net profit/(loss﴿ (41,425﴿ 11,539
Adjustments for items:
Depreciation 9 7,108 6,443
Interest income 12 (397﴿ (914﴿
Interest expense 12 672 2,832
Grant income 11 (163﴿ (168﴿
(Profit﴿ from investment activities (179﴿ (44﴿
Realized foreign exchange differences - 236
Valuation of lease payments (425﴿ (747﴿
Unrealized interest on loans - 3 417
Change in assets and liabilities:
Change in inventories 14 (17﴿ (840﴿
Change in trade receivables and other receivables 15 67 30,287
Change in prepayments and accrued income 16 (333﴿ 978
Change in trading assets 109 -
Change in trade and other liabilities 23 2,282 (3,997﴿
Change in deferred income 18 23 (16﴿ Change in the balance of refundable advances for distribution rights 20 (1﴿ (52﴿ Change in other financial liabilities 707 1,078
Cash from operating activities (31,971﴿ 50,032
Interest received 397 914
Interest paid (672﴿ (2,832﴿
Net cash flow from operating activities (32,246﴿ 48,114
Disposal of property, plant and equipment 179 44
Acquisition of tangible fixed assets and intangible assets (951﴿ (12,320﴿
Net cash flows from investing activities (772﴿ (12,276﴿
Repayment of loans (151﴿ (106﴿
Repayment of bank loans - (33,563﴿
Proceeds from loans 21 349 -
Interest paid - (1 248﴿
Repayment of the principal amount of the lease (1,020﴿ (1,692﴿
Net cash flows from financing activities (822﴿ (36,609﴿
Net increase/(decrease﴿ in cash and cash equivalents (33,840﴿ (770﴿
Cash and cash equivalents at the beginning of the period 38,448 47,817
Cash and cash equivalents at the end of the period 4,608 47,047
The explanatory notes presented on pages 5 to 28 constitute an integral part of these condensed interim financial statements
CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
premium
in PLN thousand Share capital Share
Supplementary capital
Other reserves
Cumulative losses
Total equity
As at January 1, 2024 | 1,616 | 237,443 | 23,192 | - (144,475﴿ | 117,776 |
Net profit/Total comprehensive income | - | - | - | - 11,539 | 11,539 |
As of September 30, 2024 (not audited﴿ | 1,616 | 237,443 | 23,192 | - (132,935﴿ | 129,315 |
As of January 1, 2025 | 1,616 | 237,443 | 23,192 | - (150,809﴿ | 111,442 |
Net loss/Total comprehensive income | - | - | - | - (41,425﴿ | (41,425﴿ |
As at September 30, 2025 (not audited﴿ | 1,616 | 237,443 | 23,192 | - (192,234﴿ | 70,017 |
The explanatory notes presented on pages 5 to 28 constitute an integral part of these condensed interim financial statements
ADDITIONAL INFORMATION
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The Company
Mabion S.A. (Mabion or the Company﴿ was established on May 30, 2007 as a limited liability company. The legal form of the Company changed on October 29, 2009, as a result of the transformation of a limited liability company into a joint-stock company established in accordance with the laws of the Republic of Poland. Currently, Mabion is entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under KRS number 0000340462. The company was assigned tax identification number NIP 7752561383 and statistical identification number REGON 100343056. The company's registered office is located in Konstantynów Łódzki, at ul. gen. Mariana Langiewicza 60.
The Company's shares are listed on the Warsaw Stock Exchange.
Mabion is a Polish biopharmaceutical company that provides contract services in the field of development, analysis, and manufacturing of biological drugs (Contract Development and Manufacturing Organization, CDMO﴿.
In accordance with the strategy adopted in 2023, the Company continues to develop into a CDMO with a biological profile and a fully integrated offering. In April 2025, the Company updated its Strategic Plan for 2023-2027 - Outlook for 2025-2030 (detailed information on the 2025-2030 Strategy is presented in the Management Board Report on the operations of Mabion S.A. for 2024, published on April 24, 2025﴿. Subsequently, the Company's Management Board, appointed in September 2025, revised the existing strategic assumptions and on November 14, 2025 (event after the balance sheet date﴿ adopted a resolution on the adoption of a new Strategy of Mabion S.A. for 2025-2030. Its goal is to strengthen the Company's position as a flexible, technologically advanced CDMO and to acquire new contracts in the service model for the development of biosimilars together with partners, as well as new innovative products based on its intellectual property. The strategy is based on three pillars: technological development, operational excellence, and strengthening human capital.
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Basis for preparing the condensed interim financial statements
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Basis of preparation
These condensed interim financial statements of Mabion S.A. for the nine months ended September 30, 2025, have been prepared in accordance with International Financial Reporting Standards (IFRS﴿ as adopted by the European Union, effective as of September 30, 2025.
The condensed interim financial statements do not contain all the information required in the full financial statements in accordance with IFRS as adopted by the European Union and
should be read in conjunction with the Company's audited financial statements for the financial year ended December 31, 2024, published on April 24, 2025.
The condensed interim financial statements of Mabion S.A. as at and for the nine months ended September 30, 2025, have been prepared in accordance with the going concern principle (further information on the assumptions regarding the Company's ability to continue as a going concern is provided in Note 3﴿.
The most important accounting principles applied in these interim condensed financial statements are presented in note 4. The same principles have been applied in all financial years, unless expressly stated otherwise. There were no changes in the accounting principles (policies﴿ applied in the 9 months of 2025.
The condensed interim financial statements have been prepared in accordance with the historical cost principle, except for certain assets and liabilities measured at fair value in accordance with IFRS.
Significant accounting estimates and management judgments are presented in note 4.3.
These condensed interim financial statements were approved for publication by the Company's Management Board on December 1, 2025.
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Statement of compliance
These interim condensed financial statements have been prepared in accordance with the requirements of International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU ("IAS 34"﴿.
The scope of the interim condensed financial statements is consistent with the Regulation of the Minister of Finance of June 6, 2025, on current and periodic information provided by issuers of securities and conditions for recognizing information required by the laws of a non-member state as equivalent (Journal of Laws of 2025, item 755﴿ (the "Regulation"﴿ and covers the reporting period from January 1 to September 30, 2025, and the comparable period from January 1 to September 30, 2024, for the interim condensed statement of comprehensive income, statement of changes in equity and cash flow statement, and balance sheet data as at September 30, 2025, and comparative data as at December 31, 2024.
The cumulative data for the 6-month period ended June 30, 2025, and for the comparable period were reviewed by an auditor. However, the data for the quarterly period from July 1 to September 30, 2025, and the corresponding period in 2024 were not reviewed. These data were calculated as the difference between the cumulative data for the 9-month period of 2025 and the data presented in the semi-annual financial statements of Mabion published on October 1, 2025.
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Basis of preparation
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Going concern principle
In the current reporting period, the Company continued its operations in the following areas:
operating activities consisting in the implementation of: a﴿ the agreement signed with Novavax Inc. and the
execution of orders for analytics and stability testing for the Client's samples.
In the third quarter of 2025, the Company continued its activities under the CDMO service project for Novavax, Inc. based in the USA (hereinafter: Novavax﴿. The cooperation with Novavax is based on a Manufacturing Agreement concluded in 2021 for the contract manufacturing of an active substance, i.e., the COVID-19 vaccine antigen called Nuvaxovid® (the product﴿, and additional orders. In 2023, the parties extended their cooperation to include the production of antigens constituting the active substance for vaccines against Omicron variants. Until May 2024, there was a so-called period of unconditional obligation of the contractor to recognize the service, during which the parties agreed on remuneration for the Company for the provision of services, and in the absence of a production order, remuneration for guaranteeing and providing production capacity. After the end of this period, the Company continues to provide services to Novavax, receiving remuneration for the work performed, although the value of the services provided is significantly lower than the value of the remuneration previously received. The Production Agreement with Novavax is valid until the end of 2026.
In September 2024, Novavax expanded the scope of analytical work performed by Mabion, as a result of which the Company carried out in the fourth quarter of 2024 the transfer/validation/verification of selected analytical methods using current variants of the SARS-CoV2 rS protein, and in the third quarter of 2025, it carried out work related to routine analysis of DS and DP samples of the Novavax product in accordance with GMP standards, stability test samples, as well as transfers and validations of analytical methods for methods selected by Novavax. Additionally, in the third quarter of 2025, as part of additional orders, the Company carried out work related to the qualification of critical reagents, positive control and reference standard qualifications, and analyzed process samples and CIC product samples provided by Novavax. Work related to routine analytics is ongoing and will be carried out throughout 2025, depending on the number of samples provided for analysis by Novavax.
In the third quarter of 2025, the Company provided analytical services to Novavax in accordance with the signed Statements of Work (SOW﴿ SOW#1, SOW#9, and SOW#11.
b﴿ an agreement signed with a UK-based immunotherapy company for the execution of three orders covering process transfer, manufacturing and release of the product for clinical purposes; development and transfer,
and validation of analytical methods, including stability testing and filling of the finished product, as well as its packaging, labeling, and storage;
c﴿ a framework agreement signed with Instituto De Biologia Molecular Do Paraná based in Brazil for the provision of services in the field of process development and production of material for clinical trials;
d﴿ an agreement signed with WPD Pharmaceuticals Sp. z o.o. for the provision of services consisting in the development of analytical methods for a drug candidate in the form of a recombinant protein conjugated with a cytotoxic substance and a protein intermediate for the purposes of production process control, characterization of the protein intermediate and conjugate, and release analytics.
intensification of sales activities aimed at acquiring new contracts and further implementation of activities resulting in the positioning of the Company as a fully integrated player on the CDMO market, by expanding the range of competencies and services,
developing the Company, resulting in increased competitiveness and attractiveness as a partner for the development and manufacture of biopharmaceutical products.
The assumption of obtaining contracts for the execution of production orders is the basic scenario of the Company's financial plan. The contracts concluded in the previous financial year, which were performed in the current period covered by these interim condensed financial statements, and new contracts concluded in the current reporting period, which will be performed in subsequent periods, are listed below.
On August 16, 2024, the Company signed three orders with Novalgen Ltd, an immunotherapy company based in the United Kingdom, for the performance of specific work for the Client. The Company commenced work for the Client in September 2024 and completed the key activities covered by the orders in the second quarter of 2025. In the first half of 2025, the engineering series production process was carried out and completed. For this series, a full range of analytical tests was performed for both the drug substance (DS﴿ and the drug product (DP﴿. The results of the analyses confirmed compliance with the acceptance criteria. The production of a series in accordance with GMP (Good Manufacturing Practice﴿ standards was also carried out and completed. The analysis of the manufactured series for both the active substance and the finished product was completed and the product was released for customer use. Both processes -engineering batch and GMP production - were carried out according to plan, maintaining all necessary quality standards and compliance with customer requirements. Stability testing began immediately after the completion of the engineering batch and GMP production. Stability testing of the active substance (DS﴿ will continue until the second quarter of 2026, while for the finished product (DP﴿ it will end in the third quarter
of 2027. In addition, work is underway on further optimization of the Potency method as part of an additional order, with completion planned for the end of 2025.
The value of the work commissioned under the current SOWs is approximately PLN 5.5 million (payments denominated in USD﴿. Payments were made at monthly intervals over a period of 10 consecutive months. The value of the commissioned work does not include the costs of raw materials and supplies, which are accounted for separately.
On April 13, 2025, the Company entered into agreements with Instituto De Biologia Molecular Do Paraná - IBMP based in Brazil (the "Customer"﴿ and Sartorius Stedim Cellca GmbH based in Germany (as a subcontractor﴿. The subject of the order placed by IBMP is the provision of services in the following areas: cell line development, process development, manufacture of a product for preclinical testing and a GMP-standard series, development and validation of analytical methods, and preparation of the necessary documentation. Selected services are provided by the Company in cooperation with subcontractors. The total net value of the order is approximately PLN 18.3 million (converted at the exchange rate of April 11, 2025﴿, of which approximately 20-25% will be remuneration for subcontractors. Payments for the performance of the work, denominated in USD, are linked to the work schedule and will therefore be made as the work progresses. Upon signing the contract, the Company and the Client commenced preparatory work. The commencement of work under the contract was conditional upon the Customer entering into an agreement with a third party for the financing of the project and the formal acceptance by the subcontractor of the Company's bid for the performance of part of the work under the contract. On June 30, 2025, the Company became aware that the two conditions necessary to commence performance of the contract for the Customer had been met.
The first was the conclusion of a project financing agreement by the Customer, and the second was Sartorius' confirmation of acceptance of the Company's order for the performance of part of the work under the contract. The Company commenced performance of the contract in accordance with the applicable terms and conditions. Completion of the service under the contract is planned for the third quarter of 2027.
On August 18, 2025, the Company concluded another order with the Customer under the Framework Agreement (Statement of Work, "SOW#2"﴿. The subject of the SOW#2 order is the transfer of the technology for the production of a medicinal substance to the production site indicated by the Customer, including the transfer of the necessary documentation, production process, and analytics necessary for control during the process and release of the product series. The Company's net remuneration for project management and administration and technology transfer to the Customer will amount to the equivalent of approximately PLN 1.6 million (according to the average exchange rate of the National Bank of Poland for the USD applicable on the date of conclusion of SOW#2﴿. The above remuneration does not include the costs of materials, logistics services, and other external costs specified in SOW#2. Payments will depend on the agreed schedules and progress of work. The deadline for the completion of the order, its final scope, and
duration will be agreed at a later date and depend on the progress of work carried out under SOW#1.
The conclusion of SOW#2 is important for the Company from the perspective of expanding cooperation with the Client to a new area, as a result of the positive progress of the work carried out so far under the first order ("SOW#1"﴿.
In the third quarter of 2025, the Company proceeded with the implementation of the next stages of the project, in accordance with the schedule. A Master Project Plan was issued, defining the framework for the implementation of individual tasks. An analysis of the critical quality attributes of the product was carried out and completed. On this basis, an analytical strategy for the project was developed and work began on the development of the indicated analytical methods. The original drug, which is the starting material necessary for the development of analytical methods, was obtained. At the same time, logistics services, documentation work, and activities related to the development of the purification process are being carried out on an ongoing basis. Gene synthesis, cloning, and transfection were carried out as part of the cell line development work carried out in cooperation with Sartorius Stedim Cellca, as well as the production of material on a 50L scale, which enabled the Company to commence work on the development of the product purification process. The activities were planned in accordance with the adopted assumptions, and the work is continuing according to schedule. The current work carried out by Sartorius Stedim Cellca includes the clonal selection process.
On April 17, 2025, the Company entered into an agreement with WPD Pharmaceuticals Sp. z o.o. for the provision of services consisting in the development of analytical methods for a drug candidate in the form of a recombinant protein conjugated with a cytotoxic substance and a protein intermediate for the purposes of production process control, characterization of the protein intermediate and conjugate, and release analytics. The deadline for the completion of the Agreement was set for the first quarter of 2026. The Agreement was concluded subject to the condition precedent of the Ordering Party concluding a co-financing agreement necessary for the implementation of the project covered by the Agreement. On May 19, 2025, the Company received information from the Ordering Party that it had concluded a co-financing agreement for the implementation of the project covered by the Agreement, which was a condition precedent to the Agreement. Thus, the Agreement for the provision of analytical method development services by the Company to the Ordering Party entered into force. The total value of the remuneration for the performance of the Agreement is approximately PLN 2.0 million net, with 10% of the total remuneration paid after the general project plan was submitted to the Ordering Party, and the remaining part of the remuneration and its distribution over time depending on the orders placed by the Ordering Party and their implementation over time. In the third quarter of 2025, the Company continued to implement the project in accordance with the orders placed for specific analytical packages. A research plan was issued, research material in the form of a protein intermediate product was delivered to Mabion, and laboratory work began on the development of analytical methods for assessing the structure and physicochemical
parameters of the protein intermediate product. The deadline for completion of the contract was set for the first quarter of 2026.
The Company continues its intensive sales activities aimed at signing further contracts to maximize the Company's production capacity.
Despite the fact that, as at the date of preparation of the interim condensed financial statements, no contracts have been signed that would ensure sufficient financial inflows to secure operations for a period of twelve months from the date of signing these interim condensed financial statements, the assumption that such contracts will be obtained in the near future is a key element of the Company's financial plan. As at the date of signing the interim condensed financial statements, there is a broad base of potential projects and customers with whom discussions are ongoing and which, according to the Company's expectations, may in subsequent periods result in signed agreements for the performance of CDMO contracts.
Based on the Management Board's current forecasts, the proceeds from the performance of contracts signed to date and contracts with new customers potentially acquired this year are insufficient to maintain current liquidity for the annual period from the balance sheet date. Therefore, the Management Board has decided that in order to ensure an adequate level of financing for the Company to conduct its current operations and continue to acquire production orders, it will be necessary to immediately provide additional financing to the Company.Scenarios for managing the Company's liquidity
After discussions with the Supervisory Board, the Company's Management Board immediately began activities aimed at verifying possible external sources of financing. As a result of receiving offers from selected advisors, and as a result of meetings held on the subject of consulting and support in negotiations regarding the acquisition of new debt, equity, or mezzanine financing from local or international investors or financial institutions, decided to initiate a process aimed at developing an optimal financing structure that would come from the following sources (alternatively or through joint implementation﴿:
obtaining debt financing, mainly from private debt funds;
obtaining financing through the issue of shares,
attracting an industry or financial investor who would co-finance the Company.
The current scenario is to obtain bridge financing from existing investors, which, in the opinion of the Management Board, is the optimal source of short-term financing until the appropriate level of financing required in the medium term is obtained. The current progress of financing is described below.
The Company's Management Board also continues to actively pursue activities aimed at obtaining debt financing from private debt funds and is taking steps to increase capital through the issue of shares. In the opinion of the Management Board, these activities may supplement the estimated capital requirements. Acquiring an industry or financial investor who could significantly recapitalize the Company is one of three scenarios that the Company began to implement in April 2025 with the announcement of the update of the Strategy for 2025-2030.
Work is currently underway to increase the capital at the beginning of 2026 through a share issue, which will provide the Company with funds to manage its liquidity in the coming months. This process has been initiated and is currently underway. It is estimated that as a result of the planned issue, the Company will be able to raise additional funds up to the amount of the approved target capital of 8,081,163 shares, which, in the opinion of the Management Board, will secure the Company's liquidity for the coming months. The planned issue will be closed and will not be conducted as a public offering. The Management Board believes that the risk of failure to complete the recapitalization through a capital increase in the form of a share issue is negligible, but there is no certainty of this.
Due to the complexity of the above-mentioned processes and their duration, the Company has requested its shareholders for bridge financing in the form of a loan.
As a result of these actions, on October 24, 2025, the Company entered into a Term Sheet with Twiti Investments Ltd., a loan agreement under which Twiti Investments granted the Company a loan in the amount of PLN 18 million for a period of two years. On November 3, 2025, the Company received the first tranche of the loan in the amount of PLN 6 million.
In the opinion of the Management Board, obtaining the abovementioned loan will enable the Company to carry out its current operations and maintain its readiness and ability to perform new contracts. At the same time, the Company sees the need for further external financing, in the form of debt financing or share issues, as indicated above.
In the event that the Management Board's efforts to obtain sales contracts or external financing prove insufficient, as at the date of publication of this interim condensed financial statement, the Company received a letter of support from its shareholder Twiti Investments on September 25, 2025, in which the shareholder upholds its decision to provide support as expressed in its letter of March 31, 2025, while declaring its support for the next 12 months.
The critical scenario currently being considered following changes in the Management Board (described in note 28 to these interim condensed financial statements﴿ is to reduce operating costs and capital expenditure. Such a scenario would support measures aimed at maintaining liquidity until a sufficient number of production orders are obtained. This scenario is currently being considered, taking into account the implementation of operational and manufacturing processes related to the performance of signed contracts, as well as the acquisition of
new contracts. In the opinion of the Management Board, the performance of all signed contracts is a priority over possible measures aimed at radically reducing costs, as such measures would impair the Company's operational capabilities and thus undermine its ability to perform important contractual obligations.
Significant uncertainty regarding the continuation of operationsDespite intensive market activities, the Management Board identifies significant uncertainty regarding the possibility of obtaining and executing a sufficient number of production orders that would guarantee the Company cash resources ensuring liquidity in the foreseeable future.
In addition, the Company sees a risk of a potential return of part or all of the subsidy received from NCBiR (the total subsidy amounts to PLN 24.9 million﴿ together with interest due for the implementation of the project related to the MabionCD20 drug, which could significantly affect the Company's financial condition. Detailed information in this regard is described in notes 18 and 26, where the Company referred to liquidity risk. The Management Board believes that the risk of repayment is negligible, but cannot rule it out.
Therefore, there is significant uncertainty that may raise serious doubts about the Company's ability to continue as a going concern, and for this reason, the Company may not obtain the expected economic benefits from its assets and may not settle its liabilities in the normal course of business. In the opinion of the Management Board, the market activities currently undertaken and the status of talks with potential contractors give grounds to assume that the Company will continue its operations and confirm the existence of demand for the services offered by the Company.
Despite the significant uncertainty described above, the Management Board has adopted the going concern principle as the basis for preparing these interim condensed financial statements. The basis for the Management Board's assumption of going concern are the market activities described above aimed at obtaining production orders and activities aimed at obtaining the necessary financing during the transition period, including confirmation of the intention and possibility of financial support from the main shareholders, who have expressed their support for the Company's continuation of its business strategy.
These interim condensed financial statements have been prepared in accordance with the going concern principle, which assumes that the Company will continue as a going concern for the foreseeable future, not less than 12 months from the balance sheet date. Therefore, no adjustments have been made to the interim condensed financial statements that would be necessary if the going concern assumption were not valid.
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Key accounting principles
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Functional and presentation currency
The Company's functional currency and presentation currency is the Polish zloty. The interim condensed financial statements are presented in thousands of zlotys, rounded to the nearest thousand, unless otherwise indicated.
Transactions denominated in currencies other than the Polish zloty are translated into Polish zlotys at the exchange rate prevailing on the date of the transaction.
As at the balance sheet date:
monetary items are translated using the closing rate, i.e. the average rate set for a given currency by the National Bank of Poland on that day,
non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate on the date of the original transaction,
non-monetary items measured at fair value in a foreign currency are translated using the exchange rate on the date of determining the fair value.
Positive and negative exchange differences arising from the settlement of transactions in foreign currencies, as well as those resulting from the periodic translation of monetary assets and liabilities, are recognized in the financial result.
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Standards applied for the first time
In these interim condensed financial statements, the significant accounting policies applied by the Company were consistent with those described in the annual financial statements for 2024, except for new or amended standards and interpretations effective for annual periods beginning on or after January 1, 2025. New standards or amendments effective from January 1, 2025, are as follows:
Amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates" - non-convertibility - not yet approved by the EU as at the date of approval of these financial statements - applicable to annual periods beginning on or after January 1, 2025;
Amendments to IFRS 16 Leases - Lease liability under sale and leaseback arrangements;
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures;
Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current, additionally clarifying issues related to the fulfillment of contractual covenants after the balance sheet date.
Published or amended standards and interpretations that are applicable for the first time in 2025 do not have a significant impact on the Company's interim condensed financial statements.
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Professional judgment and estimates
The preparation of financial statements in accordance with IFRS requires estimates and assumptions to be made that affect the amounts reported in the financial statements. Although the assumptions and estimates are based on the best knowledge of the Company's management about current activities and events, actual results may differ from those anticipated.
The following discusses the key assumptions about the future and other key sources of uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Company has made assumptions and estimates about the future based on the knowledge available at the time of preparing the separate financial statements. These assumptions and estimates may change as a result of future events arising from market changes or changes beyond the Company's control. Such changes are reflected in the estimates or assumptions at the time they occur.
-
Analysis of impairment of tangible fixed assets and determination of value in use based on planned cash flows
In April 2025, the Company conducted impairment tests on fixed assets based on a prepared multi-year plan and an analysis based on the discounted cash flow (DCF﴿ model, which showed that the value in use of the assets covers the carrying amount recognized in the interim condensed financial statements.
The model prepared took into account various scenarios of the probability of contract performance affecting cash flows, from the most extreme to the optimal and intermediate, with the final result being a combination of these. The forecast period adopted in the forecast was 5 years, with a residual value set for the subsequent period. The main estimates in this model concerned:
the weighted average cost of capital (WACC﴿ set at 15% (taking into account the risk-free market rate, risk premiums, specific risks, and the structure and cost of financing﴿,
revenue growth during the forecast period set at an average of 13% for the first year of the forecast and between 11% and 63% in subsequent years of the forecast (average revenue growth CAGR of 33%﴿. Each of the forecasts used to determine the average level of expected revenue took into account key assumptions, with particular emphasis on market potential and production capacity. The probability of individual cash flow forecasts being realized was set at the level of a normal distribution,
the EBITDA margin during the forecast period did not exceed 31% (average EBITDA margin during the forecast period: 11%﴿. The capital expenditures and operating costs incurred
took into account the levels of operating activity assumed in the scenarios in terms of revenues generated,
the assumed growth rate in the residual period at 2.5% (the standard level most often assumed for growth in the residual period﴿.
-
Estimates regarding revenue recognition and classification of inventories from CDMO contracts
Revenues from contract manufacturing of active pharmaceutical ingredients were recognized by the Company over time in proportion to the progress in fulfilling the obligation to perform the service. The Company chose the output-based method of measuring progress, considering that it best reflects the entity's performance in fulfilling its obligation to perform the service.
The input-based method of measuring progress reflects the Company's results to date in relation to the total fulfillment of its performance obligation. In the input-based method used, the Company excluded the effects of any inputs which, in accordance with the purpose of measuring progress, do not reflect the Company's performance in transferring control of goods or services to the customer. The adjustment to the progress measurement has been included in the contract value estimation model, taking into account that the cost incurred is not proportional to the entity's progress in fulfilling its performance obligation.
The Company analyzed whether, in the event of early termination of the contract for reasons other than failure to perform, it is entitled to receive payment that at least compensates the Company for its performance to date.
Using the cost method, raw materials purchased by the Company were recognized in the interim condensed statement of comprehensive income immediately upon purchase, rather than when actually used in production. As a result, the Company did not recognize purchases of raw materials acquired for the purpose of performing a contract manufacturing order in the balance sheet under inventories. With regard to the cost of raw materials used, revenue from the purchase of materials is recognized up to the cost of such raw materials if all of the following criteria are met, i.e.:
the raw material is not separate (i.e., there is a significant service of integrating the raw material with the production service provided by the Company﴿;
the customer obtains control of the raw materials well before receiving the services related to the raw materials;
the cost of the transferred raw material is significant in relation to the total expected costs of fulfilling the obligation to perform the service;
The Company obtains the raw material from a third party and is not significantly involved in the design and production of the raw material.
Raw materials purchased by the Company for contract manufacturing were immediately recognized in the interim condensed statement of comprehensive income as cost of sales due to the fact that:
these raw materials had no alternative use (i.e., the Company had no right to use these raw materials for purposes other than contract manufacturing, and other conditions indicated that control over the raw materials was transferred to the Customer by the Company﴿,
the contract manufacturing of the active substance met the criteria for revenue recognition over time, thus the costs incurred in connection with the performance of the Company's obligation to provide the service were recognized in the interim condensed statement of comprehensive income as incurred, including the raw material purchased specifically for the contract.
In the interim condensed statement of financial position as at September 30, 2025, the Company did not capitalize expenditures for the purchase of raw materials, but recognized these expenditures as costs of fulfilling the obligation to perform, due to the nature of the purchases and the nature of the contract referred to above.
Revenues recognized using the expenditure method reflect:
the profit margin generated by the Company from the commencement of production in accordance with the signed contract and the incurrence of production costs other than the use of raw materials, or
activities aimed at confirming the effectiveness of technology transfer;
the profit margin realized on the management of materials and raw materials (logistics service﴿.
-
Deferred tax assets related to income tax relief
The Company has built a fully equipped research and industrial center in the Łódź Special Economic Zone (ŁSSE﴿. Pursuant to the Act on Special Economic Zones, business activities conducted within a special economic zone under a permit are exempt from corporate income tax up to the amount resulting from the available level of public aid and eligible costs incurred. The basis for the exemption is the amount of eligible costs incurred, which may not exceed the maximum value specified in the permit granted by the ŁSSE Management Board. Mabion is entitled to the relief until December 31, 2026, i.e., the last year of operation of the ŁSSE in accordance with applicable law. In order to retain the right to the relief, the Company had to meet the criterion of investment sustainability and the criterion of employment size by December 31, 2021. The investments covered by the permits issued in 2010 and 2012 have been completed, and the Company's compliance with the conditions for obtaining the tax relief has been positively verified during audits conducted by the ŁSSE.
Deferred income tax assets arising from activities conducted in the Special Economic Zone are recognized at their initial value in the amount of the expected use of the public aid pool, and their value is reduced by the relief used in the tax year. In the interim condensed statement of comprehensive income as at the balance sheet date, the Company did not recognize deferred income tax assets due to the insufficient likelihood of achieving taxable income in the next tax year after the date of the interim condensed financial statements.
Historically, the Company has realized significant negative temporary differences mainly as a result of research and development work, which will reduce the income tax base in the future.
Apart from 2024, the Company generated tax losses in the previous five years that can be deducted from non-zone activities.
-
Depreciation of tangible fixed assets
Depreciation rates are based on the expected useful life of tangible fixed assets. Each year, the Company reviews the useful lives based on current estimates. The useful lives are determined with reference to the estimated periods during which the Company expects to derive future economic benefits from the use of the relevant assets. The Company also takes into account past experience with similar assets, if any, and considers anticipated future events that may affect the useful life of the assets, such as changes in technology.
-
Recognition of research and development costs
The Company does not recognize any intangible assets arising from research (or from the implementation of a research stage of a project carried out in-house﴿. Expenditures incurred for research (or for the implementation of the research stage of an in-house project﴿ are recognized as expenses when incurred. The Company does not currently meet the criteria for capitalization of expenditures incurred and, therefore, expenditures on development work, as well as expenditures on research work, are recognized as costs in the financial result when incurred.
-
Share-based payments
The Company measures share-based payments in exchange for services rendered by employees by estimating the value of equity instruments granted to eligible persons. The reason for this approach is the inability to directly determine the fair value of services rendered by employees in exchange for the equity instruments granted. It is possible to establish an appropriate hierarchy of methods for determining the value of equity instruments: a﴿ valuation by comparison with the prices of financial instruments identical to those being valued; b﴿ valuation by comparison with the prices of financial instruments similar to those being valued; c﴿ use of valuation models. When estimating the value of equity instruments, the company uses one of the three most commonly used groups of valuation models based on predictions of the parameters used by the capital market on the valuation date. This assumption allows for the most reliable
estimate of fair value. It is important to note that an inherent feature of financial markets, in particular stock markets and derivatives markets, is their volatility. This means that if the valuation were made on any date other than the valuation date and/or different assumptions were made regarding the valuation parameters, the results could change significantly. The final cost to be incurred by the Company depends not only on financial markets, but also on the decisions of participants in the share-based payment program. In particular, the actual date and manner of exercising option rights depends on the individual decisions of the beneficiaries made during the exercise period of their rights.
-
Analysis of impairment of tangible fixed assets and determination of value in use based on planned cash flows
-
Functional and presentation currency
-
Impact of new and amended standards and interpretations on the Company's condensed interim financial statements
The following standards and interpretations have been issued by the International Accounting Standards Board or the International Financial Reporting Interpretations Committee and are not yet effective:
IFRS 18 Presentation and disclosures in financial statements (published on April 9, 2024﴿ - not yet approved by the EU as at the date of approval of these financial statements -applicable for annual periods beginning on or after January 1, 2027.
IFRS 19 Subsidiaries without public accountability: disclosure (published on May 9, 2024﴿ - not yet approved by the EU as at the date of approval of these financial statements -applicable for annual periods beginning on or after January 1, 2027.
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures (issued on May 30, 2024﴿ -not yet approved by the EU as at the date of approval of these financial statements - applicable to annual periods beginning on or after January 1, 2026.
Amendments to IFRS 9 and IFRS 7 regarding contracts for the supply of electricity from renewable energy sources (RES﴿ - not yet approved by the EU as at the date of approval of these financial statements - applicable to annual periods beginning on or after January 1, 2026.
Annual Improvements to IFRS - Version 11 (issued on July 18, 2024﴿ - amendments clarifying existing provisions, not introducing new requirements - applicable to annual periods beginning on or after January 1, 2026, with earlier application permitted.
IFRS 14 Regulatory Deferred Income - This standard allows entities that prepare financial statements in accordance with IFRS for the first time (on or after January 1, 2016﴿ to recognize amounts arising from regulated activities in accordance with their previous accounting policies. To improve comparability, with entities that already apply IFRS
and do not disclose such amounts, in accordance with the published IFRS 14, amounts arising from activities with regulated prices should be presented separately in both the statement of financial position and the interim condensed statement of comprehensive income and statement of other comprehensive income.
Amendments to IFRS 10 and IAS 28 regarding the sale or contribution of assets between an investor and its associates or joint ventures - The amendments resolve the current inconsistency between IFRS 10 and IAS 28. The accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a "business." If the non-monetary assets constitute a "business," the investor recognizes the full gain or loss on the transaction. If the assets do not meet the definition of a business, the investor recognizes the gain or loss only to the extent of the interests of other investors. The amendments were published on September 11, 2014.
Contracts for electricity derived from natural factors: Amendments to IFRS 9 and IFRS 7 - In December 2024, the Board published amendments to help companies better recognize the financial effects of contracts for electricity derived from natural factors, which often take the form of power purchase agreements (PPAs﴿. Current guidance may not fully reflect the impact of these contracts on a company's results. To enable companies to better reflect these contracts in their financial statements, the Board has amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. These amendments include: a﴿ clarifying the application of the "own use" criterion; b﴿ allowing hedge accounting when these contracts are used as hedging instruments; c﴿ adding new disclosures to enable stakeholders to understand the impact of these contracts on financial performance and cash flows.
The effective dates are those specified in the standards announced by the International Financial Reporting Standards Board. The dates of application of the standards in the European Union may differ from the dates of application specified in the standards and are announced at the time of approval for application by the European Union.
Amendments to IFRS 7 "Financial Instruments: Disclosures" (effective January 1, 2024﴿ - approved on May 15, 2024 - these amendments introduced requirements for disclosing information about supplier financing arrangements.
Amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates" (effective January 1, 2025﴿ - approved on November 12, 2024 - these amendments specify when a currency is convertible into another currency and, if a currency is not convertible, how an entity determines the exchange rate to be used and what information an entity should disclose when a currency is not convertible.
Amendments to IAS 1 "Presentation of Financial Statements" (effective January 1, 2024﴿ - approved on December 19, 2023 -the amendments specify the rules for an entity to classify debt and other liabilities with indefinite maturity (as short-term or long-term﴿.
Amendments to IFRS 16 "Leases" (effective from January 1, 2024﴿
- approved on November 20, 2023 - specify how an entity should recognize, measure, present, and disclose information about leases (lease liabilities in sale and leaseback transactions﴿.
The amended standards and interpretations, which are applicable for the first time in 2025, do not have a significant impact on the Company's interim condensed financial statements.
-
Operating segments
During the period covered by these interim condensed financial statements, the Company conducted its business activities only in Poland. All of the Company's assets are located in Poland. The results of operations are analyzed by the Management Board, which is also the main body responsible for making operational decisions at the Company level, therefore no more than one operating segment has been identified.
-
Seasonal nature of the Company's operations
The Company's operations are not seasonal or cyclical. The operations and their intensity depend on the contracts or orders held and executed as part of the CDMO services provided.
-
Revenue and cost of sales
in PLN thousand
July 1, 2025 -
September 30,
2025
(not audited﴿
January 1, 2025
- September 30,
2025
(not audited﴿
July 1, 2024 -
September 30,
2024
(not audited﴿
January 1, 2024
- September 30,
2024
(not audited﴿
Revenue from contracts with customers, including 4,084 10,061 516 64,269
Revenue from production and services 3,677 9,349 673 62,087 Revenue from the settlement of purchases of materials 407 712 (157﴿ 702
Revenue from leasing - - - 1,480
Cost of sales (6,979﴿ (23,735﴿ (275﴿ (10,332﴿
Cost of purchased materials (407﴿ (712﴿ 157 (726﴿
Gross profit/(loss﴿ on sales (3,302﴿ (14,386﴿ 398 53,211
Revenue from contracts with customers The Company recognizes revenue in the amount of remuneration expected to be received in exchange for performing the promised scope of services or delivering specific goods.
During the reporting period, the Company generated revenue from the provision of services to Novavax in the following areas:
peptide mapping analysis for the active substance (DS﴿ and finished product (DP﴿ of Novavax's SARS-CoV-2 rS protein samples under SOW#9 signed in 2022,
analytical work related to the development, transfer, and validation/verification of analytical methods for the active substance (DS﴿ and finished product (DP﴿ of rS SARS-CoV-2 protein samples of Novavax product variants, and testing of DS and DP samples of Novavax products under a contract for sample analysis in the KJ area.
Revenues from a contract with a UK contractor (Novalgen Ltd﴿:
On August 16, 2024, the Company signed three orders with an immunotherapy company based in the United Kingdom for the performance of specific work for the Client.
The Company commenced work for the Client in September 2024 and completed key activities related to the order by the balance sheet date. The value of work ordered under current SOWs is approximately PLN 5.5 million (payments denominated in USD﴿. During the reporting period, payments were made on a monthly basis. The value of the work ordered does not include the costs of raw materials and supplies, which are accounted for separately .
Revenues from the performance of this contract were settled over time using the method based on incurred expenditures, which, in the Company's opinion, best reflected the entity's performance in fulfilling the identified obligation to perform the service.
The contract manufacturing service was performed using a general process provided by the customer, then developed and adapted at the customer's request, who, due to binding contractual regulations and intellectual property issues, was also the only entity authorized to receive the manufactured batches of the active substance. The service provided by the Company created assets with no alternative use, and the Company was entitled to remuneration at each stage of the service provision, hence it was considered that the conditions for recognizing revenue from the performance of this contract over time were met.
When accounting for the CDMO contract manufacturing agreement, the Company recognized revenue using the percentage of completion method based on costs incurred, which, in the Company's opinion, best reflected the entity's performance in fulfilling its identified obligation to perform the service. The amount of remuneration allocated to this performance obligation was recognized as revenue in proportion to the cost of performance. Revenue was based solely on costs directly related to the performance of the obligation and did not include overhead costs, possible inefficiencies, excessive consumption, etc. Due to the fact that the production cycle and the degree of incurring costs (in particular, if one of the costs is significant goods purchased from third parties for the purpose of contract performance﴿ of contractual obligations do not have to be proportional to the degree of fulfillment of the obligation, in the case of incurring costs that are not yet accompanied by the fulfillment of the obligation to provide the service, revenues are recognized only up to the amount of costs incurred.
Revenue from the settlement of the purchase of materials included the value of raw materials purchased by the Company for the performance of the CDMO contract and was recognized at the same value in the costs and revenues of the interim condensed statement of comprehensive income at the time of purchase, rather than at the time of actual use in production, as these raw materials had no alternative use (i.e., these raw materials are specifically identifiable and the Company has no right to use them for purposes other than contract manufacturing, and other conditions indicate that control over the raw materials is transferred to the customer by the Company at the time of purchase﴿. As a result, the Company did not recognize purchases of raw materials acquired for the purpose of performing a contract manufacturing agreement in the balance sheet under inventories.
Recognition and presentation of cost of sales
In the reporting period, the Company recognized and presented the cost of sales at a level aggregating the costs necessary to maintain production capacity and provide CDMO services. Given the insufficient utilization of production capacity to provide CDMO services, this resulted in a negative sales margin. In view of the above, in the event of downtime or lack of services provided, significant fluctuations in profitability at the sales level should be expected, which do not reflect the actual unit profitability of the projects carried out.
As part of the costs allocated to the cost of sales incurred during the period, the Company recognized the following costs:
salaries and benefits for employees in the operational and quality areas,
depreciation of equipment,
consumption of materials (controlled by the Company﴿ and energy,
external services,
bonuses due for winning contracts,
directly related to the performance of contracts or maintaining readiness to provide services. The following note presents costs by type in comparable periods, reconciled with costs incurred by function.
-
Costs by type
The table below presents categories of costs by type for the period ended September 30, 2025, and for the comparable period:
in PLN thousand
July 1, 2025
- September 30,
2025
(not audited﴿
Jan. 1, 2025
- September 30,
2025
(not audited﴿
July 1, 2024
- September 30,
2024
(not audited﴿
January 1, 2024
- September 30,
2024
(not audited﴿
Depreciation
2,315
7,108
2,233
6,443
Consumption of materials and energy, utilities
1,727
5,195
1,773
5,254
Cost of purchased materials
407
712
(157﴿
726
External services, including:
4,128
11,703
2,838
11,766
waste disposal and recycling
115
332
145
350
maintenance services
489
1,896
552
2,152
renovation services
-
-
26
88
analytical services
-
178
-
5
research services
-
-
-
1
consulting services and audit costs
655
1,403
342
1,187
legal services
1,186
1,461
56
259
telecommunications and IT services
858
2,905
940
2,908
recruitment services
30
154
5
358
marketing, sales, and business development costs
211
2,022
261
2,464
services for acquiring new distribution partners
-
-
-
174
logistics services
5
24
206
585
property protection
82
244
91
281
laundry services
160
491
132
465
other
336
592
82
489
Drug registration costs
2
2
-
-
Taxes and fees
257
705
230
679
Salary costs
5,257
19,765
7,453
24,479
Employee benefits
903
3,907
1,319
4,873
Other costs
257
746
223
696
Total costs by type
15,253
49,845
15,912
54,918
Cost of goods sold
6,979
23,735
275
10 ,332
Cost of purchased materials
407
712
(157﴿
726
Research and development costs
(1﴿
74
60
722
General and administrative expenses
7,868
25,324
15,734
43,138
Total costs by function
15,253
49,845
15,912
54,918
The increase in depreciation costs results from the inclusion of fixed assets in the process of retrofitting the plant with additional equipment (including chromatography equipment, additional bioreactors, and the Select Optofluidic System﴿.
The significant decrease in payroll costs results from the completion in May 2024 of the settlement of costs related to bonuses paid to the Company's employees for winning the
contract with Novavax and the estimation of the level of bonus provisions, as well as a reduction in the level of employment.
The change in general and administrative expenses and cost of sales results from a change in the approach to presenting the costs of unused production capacity (in 2024, they were recognized as general and administrative expenses, while in 2025, they are recognized as cost of sales﴿.
-
Research and development costs
in PLN thousand
July 1, 2025
- September 30,
2025
(not audited﴿
January 1, 2025
- September 30,
2025
(not audited﴿
July 1, 2024
- September 30,
2024
(not audited﴿
January 1, 2024
- September 30,
2024
(not audited﴿
MabionCD20
(3﴿
1
51
496
Other projects
2
73
9
226
Total research and development costs
(1﴿
74
60
722
In connection with the adoption of the Company's Strategy for 2023-2027 in April 2023 and its update in April 2025, work and expenditure on the development of MabionCD20 were limited to the minimum necessary to maintain the project's potential.
-
Other operating income and expenses
July 1, 2025
January 1, 2025
July 1, 2024
January 1, 2024
in PLN thousand
September 30,
2025
(not audited﴿
September 30,
2025
(not audited﴿
September 30,
2024
(not audited﴿
September 30,
2024
(not audited﴿
Impairment losses on tangible current assets
-
-
76
-
Gain on disposal of fixed assets
188
188
-
44
Subsidies
52
163
56
168
Value of current assets received free of charge
27
50
7
24
Other
88
142
140
232
Total other operating income
356
544
280
468
Loss on disposal of fixed assets
81
109
-
-
Write-downs on current tangible assets
(168﴿
79
-
708
Donations made
-
-
-
17
Compensation
-
9
4
51
Other
-
11
-
20
Total other operating expenses
(86﴿
209
4
796
Revenue from subsidies relates in particular to the portion of subsidies received in previous years for the purchase of fixed assets in projects co-financed by EU funds, in the amount of PLN 163,000 and PLN 168,000 in the nine months of 2025 and 2024, respectively, which was recognized in the financial result in individual periods in proportion to the depreciation value of assets financed from subsidies.
The write-down on current tangible assets relates to those warehouse materials which, in the opinion of the Company's management, will not be used in the foreseeable future or will expire within 12 months of the balance sheet date.
-
Financial income and expenses
in PLN thousand
July 1, 2025
- September 30,
2025
(not audited﴿
January 1, 2025
- September 30,
2025
(not audited﴿
July 1, 2024
- September 30,
2024
(not audited﴿
January 1, 2024
- September 30,
2024
(not audited﴿
Interest income
53
397
306
914
Net foreign exchange gains
-
-
-
4,661
Other
83
168
-
-
Total financial income
136
565
306
5,575
Interest expenses, including:
222
672
206
2,832
on loans and borrowings
10
29
7
2,243
from lease liabilities
209
639
199
588
from trade liabilities
3
4
-
1
Net foreign exchange losses
(60﴿
1,869
1,170
-
Other
-
-
102
228
Total financial costs
162
2,541
1,478
3,060
Interest income in 2025 and 2024 results from interest accrued on cash deposited in bank accounts. Financial costs mainly consist of foreign exchange losses and interest on lease liabilities.
-
Property, plant and equipment and intangible assets
In the current reporting period, the Company incurred expenditures on property, plant and equipment and intangible assets (including those not put into use﴿ in the amount of PLN 3,675 thousand. In the reporting period, no indications of impairment of property, plant and equipment as at September 30, 2025 were identified. In April 2025, the Company performed impairment tests on tangible assets, determining the value in use for fixed assets using the discounted cash flow (DCF﴿ method based on the Gordon method. As at the balance sheet date of September 30, 2025, no impairment tests were performed, as the assumptions made in the previous analysis are still valid and realistic, and any update would not result in changes in the company's books.
If the assumptions made in the impairment tests are not met and, as a result, sufficient economic benefits are not generated from the fixed assets held, their value may need to be updated. As at the balance sheet date, the Company decided that there was no need to update the value of its fixed assets.
-
Inventories
The balance of inventories includes materials and as at September 30, 2025, amounted to PLN 2,506 thousand (as at December 31, 2024, it amounted to PLN 2,488 thousand﴿.
As at September 30, 2025, the Company made write-downs on inventories in the total amount of PLN 6,319 thousand (as at December 31, 2024, they amounted to PLN 6,792 thousand﴿. Write-downs are recognized if the expiry date of inventories is
approaching and there is a risk that they will not be used, or if the inventories are not currently applicable to the sales project.
Using the cost-based method, in terms of the policy for recognizing revenue from contracts with counterparties to whom CDMO services were provided, raw materials purchased by the Company for the performance of these contracts were recognized in the interim condensed statement of comprehensive income at the time of purchase, rather than at the time of actual use in production, due to the fact that these raw materials have no alternative use.
As a result, the Company does not recognize raw materials purchased for the performance of CDMO contracts as inventory, but in the presented reporting period, the Company recognizes the purchased raw materials as cost of sales in the interim condensed statement of comprehensive income, with revenues recognized in an amount equal to the cost of purchase of the raw materials.
Under agreements with its contractors, the Company may provide logistics services consisting of comprehensive handling of the raw material purchasing process. The margin on this service is recognized together with the margin on basic services in accordance with the methodology described in Note 8.
- Trade receivables and other receivables
Trade receivables are amounts due from customers for goods sold or services rendered in the ordinary course of the Company's business. They are usually due within 30 days. Trade receivables are initially recognized at the amount of unconditional payment required. The Company recognizes trade receivables in order to realize cash flows arising from contracts with customers and then measures them at amortized cost using the effective interest rate method.
in PLN thousand | September 30, 2025 | December 31, 2024 |
VAT receivables | 1,131 | 1,559 |
Trade receivables | 791 | 1,079 |
Advances for materials and services | 272 | 216 |
Deposits | 343 | 226 |
Other receivables | 477 | 1 |
Trade and other receivables | 3,014 | 3,081 |
Trade receivables not covered by impairment losses as at September 30, 2025, are in the vast majority not due for payment as at the date of publication of these interim condensed financial statements. In connection with the above and based on historical data on the repayment of receivables by contractors, the Company did not make any additional write-offs for expected credit losses, apart from the identified impairment losses, due to the lack of impact on the prepared condensed interim financial statements (the potential write-off would amount to PLN 4 thousand﴿. | ||
16. Prepaid expenses |
(not audited﴿
(not audited﴿
in PLN thousand September 30, 2025
December 31, 2024
Insurance | 429 | 327 |
Training | 2 | 49 |
Complaints | 103 | 103 |
Licenses | 483 | 505 |
Services | 11 | 7 |
Costs related to participation in trade fairs | 816 | 527 |
Other | 219 | 212 |
Total prepaid expenses | 2,063 | 1,730 |
The Company recognized periodic fees for access to the LIMS and eQMS computerized systems in its license costs.
The Company recognized, among other things, fees for stands at the European Biomanufacturing Summit in Dusseldorf and CPHI in Frankfurt in October 2025, and BIO International in San Diego in June 2026 in the costs related to participation in trade fairs.
-
Capital management and equity
a﴿ Capital management
The Company's capital management objective is to ensure its ability to continue as a going concern in order to generate returns on capital for shareholders, as well as to maintain an
optimal capital structure in order to optimize the cost of capital. The Company is bound by the legal capital requirement under the Commercial Companies Code (KSH﴿, according to which the Company is required to create a reserve capital to cover net losses in the amount of at least 8% of the profit for a given financial year for this capital, until the reserve capital reaches an amount equal to at least one-third of the share capital. In previous reporting periods (except for 2021, 2022, and 2023﴿, the Company generated losses or allocated generated profits to reserve capital and to cover losses from previous years. However, the requirement to create reserve capital corresponding to at least one third of the share capital has not been met.
By resolution of May 26, 2025, the Ordinary General Meeting decided to cover the net loss for 2024 from future profits.
b﴿ Share-based paymentsGeneral assumptions
Pursuant to Resolution No. 1/VII/2024 of the Ordinary General Meeting of the Company of July 15, 2024, the Ordinary General Meeting of the Company decided to implement an incentive program for persons of key importance to the Company. The program will be implemented over a period of 5 financial years (2025-2029﴿. The objective of the Program will be to ensure optimal conditions for the growth of the Company's financial results and long-term growth in the Company's value by permanently binding the persons participating in the Program to the Company and its objectives.
The Program will be implemented through the issue and allocation to Eligible Persons of no more than 1,010,145 subscription warrants entitling them to acquire shares of the Company issued as part of a conditional increase in the share capital (1 warrant entitles the holder to acquire 1 share at an issue price of PLN 0.10﴿. Members of the Management Board will be allocated a maximum of 75% of the Warrants, and the remaining Participants will be allocated a maximum of the remaining 25%.
The condition for acquiring and exercising the rights under the Warrants shall be the determination that the Eligible Persons meet the Financial Criterion specified in accordance with the provisions of the Resolution. In addition, the Resolution requires that the Service Condition be met. In the case of Management Board Members, Warrants may only be allocated for the financial year in which the given Management Board Member performed their function for the entire financial year and remained a member of the Management Board on the last day of that financial year. Other Participants who became employees or associates of the Company during the financial year in which the Incentive Program is in force, if they meet the Financial Criterion, will be allocated Warrants in proportion to the length of their employment or service in the Company in the given financial year.
The list of Program Participants and the maximum number of Warrants to which each Participant is entitled in a given financial year shall be determined by the Supervisory Board in the form of a resolution within 30 days of the beginning of the given financial year, with Participants who are not members of the Management Board being recommended by the Management Board by way of a resolution. If the Supervisory Board fails to determine the list of Participants within 30 days, the members of the Management Board will be entitled to receive a maximum of 15% of the total pool of all Warrants divided equally among the members of the Management Board.
In the event of a change of control, understood as the date on which the share of one of the shareholders or a group of shareholders acting in concert exceeds 50% of the total number of votes at the Company's general meeting, or the date of adoption by the Company's general meeting of a resolution to withdraw the Company's shares from trading on the regulated market operated by the WSE, the Eligible Persons shall receive on the date of the Change of Control the right to acquire all Warrants not previously acquired.
On July 10, 2025, the Extraordinary General Meeting of the Company (EGM﴿ adopted a resolution amending the abovementioned resolution, among other things, to clarify the rules and operation of the program, including the group of eligible persons, the procedure for granting rights, the competences of individual bodies, and the rules applicable in the event of a change of control over the Company. Pursuant to the EGM resolution, alternatively, Eligible Persons have the option to sell their subscription warrants to the Company, in whole or in part, for redemption, at the price and on the terms specified in the EGM resolution. If the financial criterion is not met in a given financial year, the right to acquire and exercise the rights attached to subscription warrants not exercised in a given financial year may be exercised in subsequent years, provided that the financial criterion is also met in subsequent years in relation to the given financial year.
Program for 2025
On December 20, 2024, the Company's Supervisory Board, by Resolution No. 3/XII/2024, established the financial criteria for the Incentive Program for 2025. On January 30, 2025, the Company's Supervisory Board, by Resolution No. 3/I/2025, established a preliminary list of Persons Eligible to participate in the Incentive Program for 2025, which included only the then Members of the Company's Management Board. The total number of warrants that could be allocated for 2025 was set at 113,640 warrants. In the third quarter of 2025, there were changes in the composition of the Company's Management Board, as a result of which the condition of serving on the Company's Management Board for the entire financial year in relation to 2025 will not be met by any Member of the Management Board.
The Company intends to settle the Program in equity instruments. The Company has measured the fair value of 113,640 warrants for 2025 as at the date of granting the entitlement (i.e., January 30, 2025, which is the date of determining the preliminary list of Eligible Persons﴿. As of each balance sheet date until the date of vesting, the expected number of options to which Eligible Persons will acquire rights will be updated. The costs of the Program will be settled proportionally from January 1 to December 31, 2025.
The table below presents the details of the Program and its valuation as at September 30, 2025:
Tranche for the year 2025
Date of grant January 30, 2025
Vesting period January 1 - December 31, 2025
Number of instruments granted 113,640
Exercise price PLN 0.10
Share price as at September 30, 2025 PLN 9.89
Remaining in an employment relationship with the Company and
Non-market condition for the acquisition of rights
providing work, services or specific tasks to the Company, as well as meeting the Financial Criterion
Settlement Shares
Expected volatility (based on the historical volatility of the Company's share prices for 24 months prior to the Valuation Date﴿
41.06%
First possible date of exercise of the right August 13, 2025
Last possible date of exercise July 15, 2034
Risk-free rate 5.20%
Dividend yield 0%
Probability of departure 0.00% per annum
Probability of meeting the Financial Criterion for 2025 0.00%
Fair value measurement date of the Warrant January 30, 2025
Fair value of the warrant on the Valuation Date PLN 9.30
Valuation model Black-Scholes-Merton model
Value of the program (fair value of the warrant x number of warrants﴿ 1,056,568.30
Total cost of the Program as at September 30, 2025 PLN 0,00
Total cost of the Program recognized in previous periods (until June 30, 2025﴿
Revenue from the Program recognized in previous periods
(until June 30, 2025﴿ - reversal of costs recognized in previous periods
PLN 129,168.38
PLN 129,168.38
c﴿ Ordinary General Meeting of Mabion S.A.On May 26, 2025, the Ordinary General Meeting of Mabion S.A. was held, which adopted resolutions on, among other things:
approval of the Company's financial statements for the financial year 2024, the Management Board's report on the Company's operations for the financial year 2024, and the report of the Supervisory Board of Mabion S.A. for the year 2024,
giving a positive opinion on the report on the remuneration of the Members of the Management Board and Members of the Supervisory Board of Mabion S.A. for 2024,
granting discharge to all Members of the Management Board and Supervisory Board of the Company for the performance of their duties in the financial year 2024,
covering the loss for the financial year 2024, according to which the Company's net loss for the financial year 2024 in the amount of PLN 6,334,493.25 was covered from future profits, in accordance with applicable regulations,
amendments to § 22(1﴿(b﴿ of the Company's Articles of Association regarding the powers of the Company's Supervisory Board to select an audit firm to audit and review the Company's financial statements, provide attestation services in the scope of assessing the remuneration report, and certify sustainability reporting. The above-mentioned amendment to the Company's Articles of Association became effective upon its entry in the National Court Register. The amendment to the Company's Articles of Association was registered in the National Court Register on July 7, 2025, as announced by the Company in Current Report No. 18/2025 of July 8, 2025.
The content of the resolutions of the Ordinary General Meeting of Mabion S.A. was published by the Company in current report No. 13/2025 of May 26, 2025.
-
Deferred income
-
Deferred income from subsidies
in PLN thousand
September 30, 2025
December 31, 2024
Subsidies for tangible fixed assets
5,868
6,031
Grants for research and development costs
25,816
25,816
Deferred income, including:
31,684
31,847
Short-term
25,107
25,113
Long-term
6,577
6,734
(not audited﴿
In the past, the Company financed part of its operating activities with subsidies from the European Regional Development Fund administered by the following government institutions in Poland: Łódź Regional Development Agency (ŁARR﴿, Polish Agency for Enterprise Development (PARP﴿, the National Center for Research and Development (NCBiR﴿, and the Ministry of Funds and Regional Policy.
As part of the project entitled "Development and scaling of an innovative process for the production of a therapeutic recombinant monoclonal antibody to enable the industrial implementation of the first Polish biotechnological drug for oncological and autoimmune therapies," the Company received PLN 24,897,000 in funding. The project began a three-year sustainability period in May 2022. The company was obliged to achieve the assumed result indicator by the end of the project's duration (May 2025﴿, i.e., to implement the results of R&D work carried out as part of the project (commercial production of the MabionCD20 drug﴿ into its own operations and to generate revenue from the implemented R&D work (revenue from the sale of the drug﴿. Due to a number of force majeure factors, the Company identified a risk in meeting the above-mentioned indicators and immediately entered into dialogue with the National Center for Research and Development (NCBiR﴿. The Intermediate Body agreed to change the method of implementation from introducing the results of R&D work into the Applicant's own business activity by commencing production or providing services based on the results of the project to granting a license (on market terms﴿ to use the Applicant's rights to the results of R&D work in the business activity conducted by another entrepreneur. This was a solution in which the Company saw an opportunity to achieve the project results implementation indicator and generate revenue from the implementation of R&D work. On May 11, 2025, the durability period of this Project ended. At the end of the project duration period, a report on the dissemination of the R&D results of the Project was submitted, followed by an implementation report on June 10, 2025. As of the date of publication of this Report, the Company is awaiting the evaluation of both documents. The Company achieved the objectives, substantive and quality assumptions of the grant
application (conducting development work enabling the implementation of the biotechnological drug MabionCD20, similar to the original drug MabThera, on an industrial scale﴿, carrying out all the development work provided for in the application. The Company also actively pursued activities aimed at identifying and acquiring a licensee, but despite its efforts, it was not possible to acquire a licensee during the Project's lifetime. In addition, at the end of the Project's duration, the employment rate was slightly lower than assumed in the Project (this is one of the result indicators that the Company was required to maintain during the Project's duration﴿. As at the date of publication of these interim condensed financial statements, the Company is awaiting a decision from NCBiR regarding the acceptance of the Company's arguments concerning the circumstances affecting the implementation of the Project conditions. If NCBiR does not accept the implementation report, the Company may be required to return part or all of the subsidy paid, together with interest due (in the amount of PLN 18,694 thousand calculated as at September 30, 2025﴿. All decisions regarding the repayment of funding due to partial or non-achievement of result indicators are considered by NCBiR on a case-by-case basis, based on the beneficiary's actions to mitigate the identified and reported risks.
The company is also a party to two project co-financing agreements:
Title: "Development of a biotechnological drug through the development of an innovative IgG1 monoclonal antibody with a reduced content of unfavorable glycoforms compared to the reference drug - directed against EGFR." In 2022, a decision was made to discontinue the project due to the fact that, in the opinion of the Management Board, its further implementation was not justified. The value of the subsidy received amounted to PLN 3,912,000. In October 2022, the National Center for Research and Development (NCBR﴿ accepted the final report on the implementation of the project, and the project entered a three-year sustainability period, which ended on September 30 this year. As at the date of publication of the interim condensed financial statements, the Company does not see any risk in
maintaining the result ratio during the project's sustainability period and is awaiting the assessment of the submitted Report on the dissemination of the project's R&D results.
Title: "Development of a panel of analytical methods for characterizing immunogenicity in a clinical trial targeting patients suffering from rheumatoid arthritis using rituximab as a therapeutic agent." The main objective of the project was to increase research and development activity through the development and implementation of a new panel of analytical methods on a Company scale. As a result of the project, an innovative solution was implemented in the form of a product, i.e., a commercially provided service consisting in conducting a panel of analytical methods for the assessment of the immunogenicity of biological products in clinical trials. The project was scheduled to be completed by December 31, 2023, but due to the fact that it lost its profitability in the form planned in the project, the Company decided to terminate the project
early, by the end of March 2023. The institution agreed to shorten the project implementation period and approved the final payment request, which it executed in December 2024 (PLN 45,000﴿. The final value of the funding received under the project amounted to PLN 918,000. At the end of December 2024, the project entered a three-year sustainability period. As at the date of approval of the interim condensed financial statements, the Company does not see any risk in maintaining the performance indicator during the project's sustainability period.
18.2 Other deferred incomeThe value of revenue remaining to be recognized in subsequent periods as at September 30, 2025, amounted to PLN 57 thousand. In this item, the Company recognized, among other things, a freezer with a value of PLN 78 thousand, received free of charge in previous periods. Revenue will be recognized in parallel with the depreciation of the freezer.
-
Deferred income from subsidies
-
Liabilities under contracts with customers
in PLN thousand
September 30, 2025
December 31, 2024
Liabilities under contracts
3,224
1,495
Total
3,224
1,495
(not audited﴿
Liabilities arising from the performance of contracts with customers include payments received from a UK contractor in connection with the performance of three specific work orders. The Company commenced work for the Customer in September 2024, and key activities were completed by the end of the second quarter of 2025. The value of the work commissioned under the current SOWs is approximately PLN 5.5 million.
Payments were made at monthly intervals over a period of 10 consecutive months. The value of the commissioned work does not include the costs of raw materials and supplies, which are
accounted for separately. Revenues from the above-mentioned payments are recognized by the Company over time, during the contract performance period. Raw materials purchased for the purpose of contract performance constitute the cost of contract performance at the time of their purchase. In accordance with the accounting policy presented in these interim condensed financial statements (note 4﴿, these raw materials are recognized as cost of sales at the time of purchase by Mabion, and at the same time, revenue is recognized in an amount equal to the cost of purchasing the raw materials.
-
Refundable advances for distribution rights
The table below presents a list of all signed cooperation agreements, together with the amounts of advances received and the target markets covered by each agreement:
in PLN thousand
Partner Market
September 30,
2025 (not audited﴿
December 31,
2024
FARMAK
Ukraine, Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan,
1,067
1,068
ONKO
Turkey
470
470
Sothema Laboratories
Morocco, Algeria, Tunisia
98
98
Lyfis
Iceland
26
26
Total
1,661
1,662
Kyrgyzstan, Moldova, Tajikistan, Turkmenistan, Uzbekistan
Advances received by the Company are refundable in the event of an event beyond the Company's control (i.e., failure to complete clinical trials conducted as part of drug development and/or failure to obtain marketing authorization in a specific market from a regulatory authority﴿ and are therefore classified as financial liabilities. Since the occurrence or non-occurrence of the above event is also beyond the Company's control, the liability is measured at the amount payable on demand and classified as a current liability. As at the date of publication of the interim condensed financial statements, in accordance with the applicable agreements, the advances presented have not become due and payable.
Changes in the value of liabilities due to refundable advances for distribution rights in the 9-month period ended September 30, 2025, result from changes in exchange rates, as all advances were denominated in euros.
According to the information included in the Company's financial statements for the financial year ended December 31, 2024, these advances may be refundable and are treated by the Company as current liabilities. During the period covered by these interim condensed financial statements, there were no significant changes in the terms and conditions of agreements with distribution partners.
-
Loans and borrowings
The structure of loans and borrowings is presented in the table below:
(not audited﴿
in PLN thousand September 30, 2025
December 31, 2024
Loans secured by assets, including:
423
225
short-term portion
169
159
long-term portion
254
66
Total loans and borrowings
423
225
-
Bank loans
As at September 30, 2025, and as at the date of publication of these interim condensed financial statements, the Company is not a party to any bank loan agreement.
-
Loans secured by assets
The Company is a party to sale and leaseback agreements to finance the purchase of laboratory and production equipment, which are treated as loans due to the fact that the purchases of equipment financed in this way were first paid for in full by the Company, and the lease agreements contain irrevocable offers to repurchase the equipment covered by the agreement at the end of the lease term. These agreements were concluded for a period of 4 to 5 years and are secured by blank promissory notes. The lessor has the right to fill in the promissory note up to an amount equal to all due and unpaid receivables due to the lessor under a given lease agreement, in particular receivables due to lease payments, compensation, contractual penalties or reimbursement of costs, including interest due, in the event that the Company fails to settle any of these receivables on the due date.
In the first quarter of 2025, the Company entered into an asset-backed loan agreement with mLeasing Sp. z o.o. in the amount of PLN 349 thousand for a period of 5 years, intended for the purchase of equipment for the production process (a chromatographic system used for protein purification﴿. The loan is secured by a registered pledge on the financed fixed asset.
As at September 30, 2025, the total value of outstanding asset-backed loans amounts to PLN 423 thousand.
-
Bank loans
- Leases
The Company uses laboratory equipment and cars under lease agreements.
The lease agreements concluded by the Company provide for a lease term of 3 to 5 years. These lease agreements are secured by blank promissory notes. The lessor has the right to fill in the promissory note up to an amount equal to all due and unpaid receivables due to the lessor under a given lease agreement, in particular receivables due to lease payments, compensation, contractual penalties or reimbursement of costs, including interest due, in the event that the Company fails to settle any of these receivables on the due date.
Changes in the interest rate used to calculate the lease installment amount result in changes in the amount of lease installments. All lease agreements include an option to purchase the leased asset at the end of the lease term.
During the period covered by these financial statements, the Company did not enter into any new lease agreements.
On December 17, 2019, the Company entered into an agreement to lease office space in Łódź for the years 2020 to 2023 and recognized a lease as at December 31, 2019. In August 2022, the Company signed an annex to the aforementioned lease agreement, which extended the validity of the agreement until the end of 2027. As at September 30, 2025, the Company recognized a lease liability of PLN 569 thousand related to the indexation of rates included in the lease agreement for the building at
ul. Fabryczna 17 in Łódź.
Depreciation of leased fixed assets in the current reporting period amounted to PLN 1,225 thousand, while interest on leases amounted to PLN 639 thousand.
The total gross carrying amount of leased assets as at September 30, 2025, is PLN 9,544 thousand.
The table below presents information on the amount of future minimum lease payments and the present value of minimum lease payments as at September 30, 2025, and December 31, 2024:
(not audited﴿
in PLN thousand September 30, 2025
December 31, 2024
Minimum lease payments
Within 1 year | 1,676 | 1,494 |
From 1 year to 5 years | 1,517 | 2,247 |
Future minimum lease payments | 3,193 | 3,741 |
Future interest costs | (699﴿ | (703﴿ |
Present value of lease payments | ||
Up to 1 year | 1,441 | 1,346 |
Between 1 and 5 years | 1,053 | 1,692 |
Lease liability | 2,494 | 3,038 |
23. Trade and other liabilities | ||
in PLN thousand | September 30, 2025 | December 31, 2024 |
Trade liabilities | 4,997 | 4,379 |
Budgetary liabilities | 1,634 | 1,613 |
Liabilities related to remuneration | 1,378 | 1,509 |
Other liabilities | 662 | 212 |
Total trade liabilities and other liabilities | 8,671 | 7,713 |
(not audited﴿
The fair value of trade and other liabilities is considered to be the same as their carrying amount due to their short-term nature.
The Management Board of Mabion S.A., by Resolution No. 6/XII/2024 of December 19, 2024, decided that the Company would not establish a Company Social Benefits Fund in 2025.
-
Accrued expenses
in PLN thousand
September 30, 2025
December 31, 2024
Provision for unused vacation leave
1,162
1,008
Provision for bonuses
-
357
Provision for severance pay
665
-
Other provisions
398
245
Total accrued expenses
2,225
1,610
(not audited﴿
-
Effective income tax rate
The tax asset as at September 30, 2025 remained unchanged compared to the tax asset presented at the end of the previous reporting period due to no significant changes in assumptions in relation to the level estimated and recognized in the financial statements for the previous financial year.
-
Financial risk management
There have been no significant changes in the type of financial risks to which the Company is exposed, the extent of exposure, and the management of these risks compared to the last annual financial statements published on April 24, 2025.
-
Liquidity risk
During the period covered by these interim condensed financial statements, the Company generated cash inflows from the sale of services provided under signed contracts. In addition, the Company's operations were financed by loans and leases.
According to the information presented in Note 18 to the interim condensed financial statements, in previous years the Company received PLN 24,897 thousand in funding for the implementation of a project related to the drug MabionCD20. In May 2025, the project's lifetime ended and the Company prepared and submitted a project implementation report to the National Center for Research and Development. Although the Company actively pursued activities aimed at identifying and acquiring a licensee, it was not possible to acquire a licensee during the project's lifetime, and, moreover, at the end of the project's duration, the employment rate was slightly lower than assumed in the project (this is one of the result indicators that the Company was obliged to maintain during the project's duration﴿. At the end of the project duration period, a report on the dissemination of the R&D results of the Project was submitted, and as at the date of publication of this interim condensed financial statements, the Company is awaiting its evaluation.
Subsequently, on June 10, 2025, the Company submitted an implementation report and is currently awaiting the decision of the National Center for Research and Development (NCBR﴿ regarding the acceptance of the Company's arguments concerning the circumstances affecting the implementation of the Project conditions. If the NCBR does not accept the implementation report, the Company may be required to return part or all of the subsidy paid, together with interest due. All decisions regarding the repayment of funding due to partial or non-achievement of performance indicators are considered by the NCBR on a case-by-case basis, based on the beneficiary's actions to mitigate the identified and reported risks.
The Company's management monitors current forecasts of the Company's liquid assets and liabilities based on projected cash flows.
The Management Board continues its intensive sales activities, focused on signing further contracts aimed at maximizing the Company's production capacity. As at the date of signing the interim condensed financial statements, there is a broad base of potential projects and customers with whom discussions are ongoing and which, in line with the Company's expectations, may in subsequent periods result in signed agreements for the implementation of CDMO contracts. However, based on the Management Board's current forecasts, the revenues from the contracts signed to date and the contracts with new customers potentially acquired this year are insufficient to maintain current liquidity for the annual period from the balance sheet date.
Therefore, the Management Board has decided that in order to ensure an adequate level of financing for the Company to conduct its current operations and continue to acquire production orders, it will be necessary to provide additional financing to the Company based on debt or equity instruments.
At the same time, the risk associated with the Company's limited access to financing, caused by the lack of satisfactory collateral, including in particular the lack of active CDMO contracts or the global liquidity situation, cannot be ruled out. The current situation on the markets related to the supply and demand for CDMO services and the war in Ukraine and its impact on capital markets should also be taken into account, as this may also cause significant limitations in terms of sources of financing, including financing with capital from the issue of shares.
Despite intensive market activities, the Management Board identifies significant uncertainty regarding the ability to obtain and execute a sufficient number of production orders that would guarantee the Company cash resources to maintain liquidity in the foreseeable future from the balance sheet date. Therefore, there is significant uncertainty that may raise serious doubts about the Company's ability to continue as a going concern, and for this reason, the Company may not obtain the expected economic benefits from its assets and may not settle its liabilities in the normal course of business. The measures taken to cover the expected liquidity gap are described in Note 3 to the interim condensed financial statements.
-
Fair values of financial instruments carried at amortized cost
The Company does not hold any financial instruments measured at fair value. For the purposes of disclosing fair values in relation to financial instruments measured at amortized cost, the Company uses a method based on discounted cash flows.
The main items of financial instruments measured at amortized cost include: short-term bank loans and borrowings, repayable advances for distribution rights, and asset-backed loans.
In the opinion of the Company's management, the fair values of these items are close to their carrying amounts.
-
Liquidity risk
-
Transactions with related parties
The Company has no direct controlling entity or ultimate controlling entity.
An agreement concluded on March 10, 2025 between Celon Pharma S.A. and Mabion for the lease of the following research equipment to Celon:
Eppendorf Centrifuge 5804R
ThermoScientific Sorval ST 16R centrifuge
Scientific Industries Genie-2 G560e vortex mixer
RagWag AS 82/220.R2 2 laboratory scale
ARDO refrigerator-freezer, CO-G 1812 SA
Laboratory pipettes with volumes ranging from 0.1µL to 100 µL
The agreement is valid from March 10, 2025, and is concluded for the duration of the project, i.e., until November 30, 2028. For the lease of the Equipment, Celon undertakes to pay Mabion a quarterly rent of PLN 3,000 (in words: three thousand zlotys﴿ net (lump sum﴿. The agreement was concluded on market terms.
During the period covered by these interim condensed financial statements, the Company did not enter into any transactions with related parties on terms other than market terms.
Celon Pharma S.A.
in PLN thousand
January 1, 2025 - September 30,
2025 (not audited﴿
January 1, 2024 - September 30,
2024 (not audited﴿
Revenue from sales 7 -
Celon Pharma S.A.
in PLN thousand
September 30, 2025 (not audited﴿
December 31, 2024
Balance of receivables 4 -
-
Key management remuneration
The remuneration of key management personnel of the Company and its Supervisory Board is presented below.
The Company presents remuneration of Management Board members as remuneration under employment contracts, management contracts, and appointments.
in PLN thousand
January 1, 2025 - September 30,
2025 (not audited﴿
January 1, 2024 - September 30,
2024 (not audited﴿
Remuneration of Supervisory Board members
360
354
Remuneration of Management Board members
1,836
3,207
Provisions for bonuses
-
727
Provisions for severance pay
665
-
Total short-term remuneration
2,861
4,288
On September 5, 2025, the Supervisory Board of the company adopted a resolution to dismiss Mr. Krzysztof Kaczmarczyk from the position of President of the Management Board and from the composition of the Management Board of the Company.
On September 5, 2025, Mr. Grzegorz Grabowicz resigned from his position as a Member of the Company's Management Board, effective September 5, 2025.
On September 5, 2025, the Company's Supervisory Board adopted a resolution to appoint Mr. Detlef Behrens to the
Management Board and entrust him with the function of Member of the Management Board for Business Affairs.
On September 5, 2025, the Company's Supervisory Board also adopted a resolution appointing Mr. Joaquín Santos Benito to the Management Board and entrusting him with the function of Member of the Management Board for Transformation.
On September 12, 2025, Ms. Julita Balcerek resigned from her position as Member of the Company's Management Board with immediate effect.
On September 19, 2025, Mr. Adam Pietruszkiewicz resigned from his position as a Member of the Company's Management Board with immediate effect.
On September 24, 2025, the Company's Supervisory Board adopted a resolution to appoint Mr. Gregor Kawaletz to the Company's Management Board for a second term of office as of October 1, 2025, and to entrust him with the function of President of the Management Board.
-
Off-balance sheet liabilities
-
Contractual liabilities
As at September 30, 2025, the Company has a contractual liability to IMA S.p.A. based in Italy (IMA﴿ for the purchase of tangible fixed assets, resulting from the fulfillment of certain conditions set out in the agreement under which IMA undertook to manufacture a packaging line for the Company. The value of the liability as at the balance sheet date is EUR 11 thousand.
As at September 30, 2025, the Company has a contractual obligation to purchase tangible fixed assets to Bonfiglioli Engineering Srl based in Italy, resulting from the fulfillment of specific conditions provided for in the agreement, under which Bonfiglioli Engineering Srl undertakes to manufacture and deliver to the Company a line for leak testing and optical inspection of primary packaging, together with related documentation and services. Under the agreement, the Supplier will manufacture, deliver, and install at the Company's premises a device for automatic leak testing of primary pharmaceutical packaging (vials containing the finished sterile medicinal product﴿ and optical inspection of filled packaging and the product inside the packaging, in accordance with the specifications set out in the agreement. The device includes a state-of-the-art measurement and control system, and its design complies with GMP (Good Manufacturing Practice﴿ requirements as well as national and international standards. The net value of the Agreement is EUR 829,000, i.e. PLN 3,728,000 according to the average exchange rate of the National Bank of Poland announced on September 6, 2023. The value of the contractual liability as at the balance sheet date is EUR 567,000. On January 9, 2025, Mabion concluded an annex to the agreement with Bonfiglioli Engineering srl (the "Supplier"﴿. Under the annex, the parties changed the parameters of the ordered device to increase its analysis capabilities in the additional 2R vial format. The net value of the remuneration for the Supplier as a result of the annex will increase by EUR 44 thousand. Subsequently, on June 25, 2025, Mabion concluded an annex to the agreement with the Supplier, under which the parties agreed on a new delivery date for the device in the fourth quarter of 2025.
In December 2023, the Company concluded an agreement with the American company LabVantage Solutions Inc. to implement a LIMS (Laboratory Information Management System﴿ at Mabion. The implementation of the LIMS system at Mabion will, among other things, enable the automation and strict control of laboratory processes, and as a result, increase productivity and efficiency, as well as enable the identification of potential problems at an early stage, limiting and minimizing the risk of
errors, which is expected and appreciated by CDMO customers. The conclusion of the agreement is part of the implementation of the Strategy for 2023-2027. The project to implement the LIMS system at Mabion began in the first quarter of 2024 and will last several months. The estimated value of the agreement is EUR 1,230,000. The value of the liability as at the balance sheet date is EUR 314,000.
The Company's total contractual liabilities as at the balance sheet date amounted to EUR 892 thousand.
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Contingent liabilities
As at the balance sheet date, the Company has no contingent liabilities which, in the opinion of the management, could have a material adverse effect on the Company's financial position, operating activities or cash flows.
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Settlements related to court cases
The Company is not a party to any legal, regulatory or arbitration proceedings which, in the opinion of management, could have a material adverse effect on the Company's financial position, operating activities or cash flows.
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Contractual liabilities
- Events after the balance sheet date
On October 24, 2025, the Company concluded a loan agreement with Twiti Investments Ltd. , a shareholder of the Company holding 1,917,982 shares of the Company, representing 11.87% of the Company's share capital and 14.17% of the total number of votes in the Company ("Twiti Investments"﴿, a loan agreement for up to PLN 18 million for a period of two years (the "Agreement" and the "Loan," respectively﴿.
Pursuant to the Agreement, the Loan is made available at the Company's request, in whole or in tranches, and bears interest at a fixed annual rate of 9.53%. The Loan may be used to improve the Company's financial liquidity and for corporate purposes.
The Loan is secured by a mortgage on the Company's real estate, a registered pledge on four movable assets (bioreactors﴿ owned by the Company, an assignment of insurance contracts, and a declaration of submission to enforcement by the Company in accordance with Article 777 of the Code of Civil Procedure.
The agreement contains standard provisions regarding the Company's obligations and the consequences of their breach, such as an increase in interest rates or making the entire or part of the Loan amount used immediately due and payable, in the event of, among other things, failure to repay the Loan on time. The agreement provides for the possibility of converting all or part of the Loan, together with interest, into shares in the Company at any time, at the request of Twiti Investments. The share price for the conversion will be equal to the market price of the shares, taking into account a 20% discount, or, in the event of a share issue by the Company, will be equal to the share price offered to other investors.
The loan granted is the fulfillment of Twiti Investments' declaration of support for the Company in its letter of support. Obtaining the loan will enable the Company to carry out its current operations and maintain its readiness and ability to execute new contracts.
The loan was made available to the Company after the formal conditions were met, mainly related to the establishment of collateral. On November 3, 2025, the Company received the first tranche of the loan in the amount of PLN 6 million.
b﴿ Adoption of the Mabion S.A. Strategy for 2025-2030On November 14, 2025, as a result of a review of the existing strategic assumptions, the Company's Management Board adopted a resolution on the adoption of the new Strategy of Mabion S.A. for 2025-2030 ("Strategy 2025-2030"﴿, and on November 17, 2025, in accordance with the requirement of
§22(1﴿(h﴿ of the Articles of Association of Mabion S.A., a positive opinion was obtained from the Supervisory Board. Thus, the Strategy 2025-2030 was formally adopted for implementation. More detailed information on Strategy 2025-2030 can be found in section 3.8. Other information to the quarterly report of Mabion S.A. for the third quarter of 2025.
Management Board
Gregor KawaletzPresident of the Management Board
Detlef Behrens Joaquín Santos BenitoMember of the Management Board Member of the Management Board
Konstantynów Łódzki, 1 December 2025
