Other information
to the quarterly report of Mabion S.A.
for Q1 2026
Konstantynów Łódzki, 19 May 2026
Table of contents
- SELECTED FINANCIAL DATA 1
-
INFORMATION ABOUT MABION S.A. 2
Scope of business 2
Company's bodies 2
Share capital structure 3
Shareholder structure 4
Shareholdings of management and supervisory board members 5
Information regarding the capital group 6
-
MABION S.A.'S OPERATIONS IN THE FIRST QUARTER OF 2026 7
List of the Company's most significant events, achievements and setbacks in the first quarter of 2026 7
Factors and events, including those of an unusual nature, having a material impact on the condensed financial statements 9
Transactions with related parties 9
Sureties and guarantees 9
Proceedings pending before a court, an arbitration body or a public administration body 9
The Management Board's position regarding the feasibility of meeting previously published financial forecasts 9
Events after the balance sheet date 9
Factors that will influence the results achieved over at least the next quarter 10
- OTHER INFORMATION RELEVANT TO THE ASSESSMENT OF THE COMPANY'S SITUATION 13
SELECTED FINANCIAL DATA
in PLN thousand in thousands of EUR
SELECTED FINANCIAL DATA
from
1 January 2026
to 31 March 2026
from 1 January
2025
to 31 March 2025
from
1 January 2026
to 31 March 2026
from 1 January
2025
to 31 March 2025
Net revenue from the sale of products, goods and materials
4,571
2,716
1,078
649
Operating profit (loss﴿
(9,183﴿
(14,086﴿
(2,165﴿
(3,366﴿
Gross profit (loss﴿
(9,738﴿
(15,255﴿
(2,296﴿
(3,645﴿
Net profit (loss﴿
(9,738﴿
(15,255﴿
(2,296﴿
(3,645﴿
Net cash flow from operating activities
(12,058﴿
(14,163﴿
(2,843﴿
(3,384﴿
Net cash flows from investing activities
(39﴿
(445﴿
(9﴿
(106﴿
Net cash flows from financing activities
12,315
(152﴿
2,903
(36﴿
Total net cash flows
218
(14,760﴿
51
(3,527﴿
31 March 2026
31 December 2025
31 March 2026
31 December 2025
Total assets
109,846
110,433
25,609
26,128
Liabilities and provisions for liabilities
70,756
61,605
16,496
14,575
Long-term liabilities
24,470
17,751
5,705
4,200
Current liabilities
46,286
43,854
10,791
10,375
Equity
39,090
48,828
9,113
11,552
Share capital
1,616
1,616
377
382
Number of shares
16,162,326
16,162,326
16,162,326
16,162,326
Earnings (loss﴿ per ordinary share (in PLN/EUR﴿
(0.60﴿
(0.94﴿
(0.14﴿
(0.23﴿
Selected balance sheet items presented in EUR have been converted using the average EUR exchange rate announced by the National Bank of Poland as at 31 March 2026 (4.2894 PLN/EUR﴿ and 31 December 2025 (4.2267 PLN/EUR﴿. Selected items of the profit and loss account and the cash flow statement have been converted into EUR at the exchange rate announced by the
National Bank of Poland, which is the arithmetic mean of the average exchange rates for EUR applicable on the last day of each completed month in the three-month period ended
31 March 2026 and the three-month period ended 31 March 2025 (PLN 4.2419/EUR and PLN 4.1848/EUR respectively﴿.
INFORMATION ABOUT MABION S.A.
-
Scope of business
Mabion S.A. (hereinafter "Mabion" or "the Company"﴿ was established on 30 May 2007 as a limited liability company with its registered office in Kutno. The Company's legal form was changed on 29 October 2009 following its conversion into a public limited company. Mabion S.A. is currently entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for Łódź Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under KRS number 0000340462. The company has been assigned tax identification number NIP 7752561383 and statistical identification number REGON 100343056.
The Company's registered office is located at 60 Gen. Mariana Langiewicza Street in Konstantynów Łódzki. The Company's shares have been listed on the Warsaw Stock Exchange since 2010.
Mabion S.A. is a Polish biopharmaceutical company. The Company provides contract services in the development, analysis and manufacture of biological medicines (Contract Development and Manufacturing Organisation, 'CDMO'﴿ and conducts comprehensive operations in the biopharmaceutical industry.
Mabion S.A.'s operational activities are based on three strategic pillars.
As a CDMO, Mabion S.A. offers an integrated service for the development and manufacture of biological products, including monoclonal antibodies, for the global biopharmaceutical market. The Company's business model is based on providing services for small and medium-sized projects, ranging from the establishment of stable cell lines and process and analytical development to commercial manufacturing in accordance with applicable and area-specific GMP standards. A key element of the Company's business model is the comprehensiveness of the services offered, which enables clients to utilise either a single service or a combination of services, with the option of parallel execution, either by the Company or its industry business partner, all comprehensively supervised and managed by Mabion.
The Company's second area of activity is the co-development of biosimilars. Within this strategic pillar, the Company addresses a key market need, as many clients continue to face challenges related to financing the development of biosimilars, even when employing tailored approaches. In this context, Mabion positions itself as a reliable and committed partner. Projects are based on shared principles regarding risk, costs and profits. Thanks to this model, Mabion not only supports development but also becomes a co-owner of the products it manufactures for its partners, which contributes to mutual benefits and delivers long-term value.
The Company's third strategic area of activity is innovation, namely innovative products utilising the Company's scientific excellence. The Company is working towards resuming the CD20 project, albeit in a new format, envisaging the use of CD20 as part of an innovative medicinal product, in accordance with new regulations and new indications. Furthermore, the Company plans to introduce Advanced Therapy Medicinal Products (ATMPs﴿ at various stages of preclinical and clinical research. Although the initial approaches will be in line with the Company's strategic focus
- including antibody-drug conjugates (ADCs﴿ - Mabion remains flexible and open to additional high-potential opportunities should they arise. In this area, Mabion will primarily engage in joint development partnerships. At the same time, the Company is realistically assessing opportunities for inorganic growth to further strengthen its capabilities and support its ambition to establish a leading Central European innovation hub.
Mabion S.A.'s strategy for 2025-2030 ('Strategy 2025-2030'﴿ focuses entirely on drug substances ('DS'﴿ and on expanding the business through partnerships in joint development and continuous manufacturing. The development plan also envisages entering segments with the highest growth potential. The aim is to strengthen the Company's position as a flexible, technologically advanced CDMO and to secure new service-based contracts for the development of biosimilars in collaboration with partners, as well as new innovative products based on its own intellectual property. Geographically, Mabion will expand its operations into rapidly growing markets, including the MENA region (Middle East and North Africa﴿ and Asia, although the United States will continue to play an important role. Detailed information on Mabion S.A.'s Strategy for 2025-2030 is presented in the Management Board's Report on the Activities of Mabion S.A. for 2025, published on 28 April 2026.
-
Company's bodies
Management Board
As at 1 January 2026, 31 March 2026 and as at the date of this interim report, the composition of the Company's Management Board is as follows:
Mr Gregor Kawaletz - Chairman of the Management Board;
Mr Detlef Behrens - Member of the Management Board;
Mr Joaquín Santos Benito - Member of the Management Board.
During the first quarter of 2026 and up to the date of submission of this interim report, there were no changes in the composition of the Company's Management Board.
Supervisory Board
As at 1 January 2026, 31 March 2026 and as at the date of submission of this interim report, the composition of the Supervisory Board of Mabion S.A. is as follows:
Robert Koński - Chairman of the Supervisory Board - Independent Member of the Supervisory Board;
Józef Banach - Deputy Chairman of the Supervisory Board - Independent Member of the Supervisory Board;
Mateusz Rosa-Gawałkiewicz - Independent Member of the Supervisory Board;
Table 1. Share capital structureNumber of shares
Type of shares
Series
450,000
registered preference
A
450,000
registered preference
B
450,000
registered preference
C
450,000
ordinary bearer
D
100,000
registered preference
E
100,000
registered preference
F
20,000
registered preference
G
2,980,000
ordinary bearer
H
1,900,000
ordinary bearer
I
2,600,000
ordinary bearer
J
790,000
ordinary bearer
K
510,000
ordinary bearer
L
360,000
ordinary bearer
M
340,000
ordinary bearer
N
300,000
ordinary bearer
O
1,920,772
ordinary bearer
P
11,000
ordinary bearer
S
2,430,554
ordinary bearer
U
Registered shares of series A, B, C, E, F and G are preference shares in that each entitles the holder to two votes at the General Meeting.
The total number of votes resulting from all issued shares of the Company is 17,732,326 votes.
In the first quarter of 2026 and up to the date of this interim report, there were no changes to the Company's share capital. On 3 December 2024, a conditional increase in the Company's share capital was registered in the National Court Register, effected by a resolution of the Company's Ordinary General Meeting of 15 July 2024 regarding the issue, for the purpose of
Przemysław Mencel - Independent Member of the Supervisory Board;
Wojciech Wośko - Member of the Supervisory Board.
During the first quarter of 2026 and up to the date of this interim report, there were no changes in the composition of the Company's Supervisory Board.
-
Share capital structure
As at 1 January 2026, 31 March 2026 and as at the date of submission of this interim report, the Company's share capital amounts to PLN 1,616,232.60 and is divided into 16,162,326 shares with a nominal value of PLN 0.10 each, including:
implementing an incentive scheme, of between 1 and 1,010145 registered series C subscription warrants, excluding the preemptive rights of existing shareholders, entitling the holders to subscribe for series V shares, and a conditional increase in the Company's share capital by an amount not exceeding
PLN 101,014.50 through the issue of no more than 1,010.145 Series V ordinary bearer shares with a nominal value of PLN 0.10 each, excluding existing shareholders' pre-emptive rights, and the related amendment to the Company's Articles of Association. In accordance with the resolution adopted, the subscription warrants will be issued free of charge, and each subscription warrant will entitle the holder to subscribe for 1 Series V share at an issue price equal to the nominal value of the share. The rights
arising from the subscription warrants may be exercised until 15 July 2034. The right to subscribe for subscription warrants shall be granted to Members of the Management Board and to specific persons who are not Members of the Management Board, designated by the Company's Supervisory Board, upon fulfilment of the allocation criteria and on the terms and conditions set out in the Incentive Scheme Regulations. Detailed information regarding the Incentive Scheme for the years 2025-2029 is set out in the Management Board's Report on the Activities of Mabion S.A. for the year 2025.
On 23 July 2025, amendments to the Company's Articles of Association resulting from the resolution of the Extraordinary General Meeting of the Company (EGM﴿ of 10 July 2025 regarding amendments to the Company's Articles of Association and authorising the Company's Management Board to increase the share capital within the authorised capital, together with the possibility for the Management Board to exclude pre-emptive rights to shares issued within the authorised capital, in whole or in part, with the consent of the Supervisory Board. Pursuant to the resolution of the EGM, the Company's Management Board is authorised to increase the Company's share capital by issuing ordinary bearer shares in a number not exceeding 8,081,163 with a total nominal value not exceeding PLN 808,116.30 (authorised capital﴿. The Company's Management Board is authorised to carry out one or more successive increases in the share capital within the authorised capital, and this authorisation expires three years after the registration of the amendment to the Company's Articles of Association. Shares may be issued exclusively in return for cash contributions. The Company's Management Board is authorised to decide on all matters relating to the increase of the share capital within the authorised capital, in particular to determine the number of shares to be issued on each occasion, to set the issue price, the method of offering the shares for subscription, as well as the detailed rules, the dates and conditions for the issue, subscription and allocation of shares,
and is also authorised to take steps to register the shares in a securities depository and to apply for the admission and listing of the shares to trading on the regulated market of the Warsaw Stock Exchange S.A. The determination by the Company's Management Board of the parameters of each share issue, as well as the deprivation of shareholders' pre-emptive rights to new issue shares in whole or in part, requires the consent of the Company's Supervisory Board. In the event of a decision to deprive shareholders of their pre-emptive rights to the shares, the Company's Management Board is obliged to grant the Company's shareholders holding, as at a specified date, not less than 1% of the Company's share capital ("Eligible Investors"﴿, who meet the conditions set out in the resolution of the Extraordinary General Meeting, a pre-emptive right to the allocation of newly issued shares in a number not lower than that enabling them to maintain their existing shareholding, and with regard to the remaining newly issued shares, it is entitled to make the allocation at its own discretion. The adoption by the Extraordinary General Meeting of a resolution establishing the authorised capital was intended to create the conditions for an efficient increase in the Company's share capital for the purposes of its recapitalisation and raising finance at a convenient time, without the need to convene a general meeting in such a situation. The Company intends to direct the offer of newly issued shares to investors outside the circle of existing shareholders in order to recapitalise the Company and to carry out the share issue effectively at a price adjusted to the current market price and demand for the Company's shares, as well as the situation on the financial markets.
-
Shareholder structure
To the best of the Company's Management Board's knowledge, as at the date of this interim report, i.e. 19 May 2026, the following shareholders hold at least 5% of the total number of votes at the Company's General Meeting:
Table 2. Shareholders hold at least 5% of the total number of votes at the Company's General Meeting as at the date of this interim report, i.e. 19 May 2026.of shares
No. Shareholder Number
Number of votes
Participation in the share capital
Share in the total number of votes
1.
Twiti Investments Limited
1,917,982
2,512,282
11.87 %
14.17 %
2. Maciej Wieczorek via:*
1,291,978
1,784,828
7.99%
10.07%
Glatton Sp. z o.o.
671,628
671,628
4.16%
3.79%
Celon Pharma S.A.
620,350
1,113,200
3.84%
6.28%
3. Polfarmex S.A.
1,474,346
1,957,196
9.12%
11.04%
4. Others
11,478,020
11,478,020
71.02%
64.73%
Total
16,162,326
17,732,326
100%
100%
* Mr Maciej Wieczorek holds a 100% stake in the share capital of Glatton Sp. z o.o. and, indirectly through Glatton Sp. z o.o., 55.8% of the share capital of Celon Pharma S.A. and 65.4% of the total number of votes in Celon Pharma S.A. (based on Celon Pharma S.A.'s interim report for 2025﴿.
To the best of the Company's Management Board's knowledge, in the period from the date of submission of the previous interim report, i.e. the annual report for 2025 published on 28 April 2026, to the date of publication of this interim report, there have been no changes in the ownership structure of significant blocks of the Company's shares.
-
Shareholdings of management and supervisory board members
As at the date of submission of this interim report, i.e. 19 May 2026, the members of the Management Board of Mabion S.A. hold the following numbers of the Company's shares:
Table 3. Shareholdings of management and supervisory board membersMembers of the Management Board of Mabion S.A.
Gregor Kawaletz holds 49,699 shares in the Company with a total nominal value of PLN 4,969.90, representing 0.31% of the Company's share capital and conferring 0.28% of the voting rights at the General Meeting
Detlef Behrens holds no shares in the Company
Joaquín Santos Benito
holds 5,102 shares in the Company with a total nominal value of PLN 510.20, representing 0.03% of the Company's share capital and conferring 0.03% of the votes at the General Meeting
As at the date of this interim report, i.e. 19 May 2026, the members of the Supervisory Board of Mabion S.A. do not hold any shares in the Company.
As at the date of this interim report, i.e. 19 May 2026, the members of the Management Board and Supervisory Board of Mabion S.A. do not hold any rights to the Company's shares, apart from any rights that may arise from the Incentive Scheme for the years 2025-2029, referred to below.
In the period from the date of publication of the previous interim report, i.e. the annual report for 2025 published on 28 April 2026, to the date of publication of this interim report, there have been no changes in the holdings of shares and rights to the Company's shares by members of the management and supervisory bodies.
Incentive Scheme for 2025-2029
On 15 July 2024, the Ordinary General Meeting of Mabion S.A. adopted a resolution on the introduction of an Incentive Scheme for persons of key importance to the Company. On 10 July 2025, the Extraordinary General Meeting of the Company (EGM﴿ adopted a resolution amending the aforementioned resolution with regard to, amongst other things, clarifying the rules and operation of the scheme, including the group of eligible persons, the procedure for granting entitlements, the powers of individual bodies, and the rules applicable in the event of a change of control over the Company.
The Incentive Scheme is implemented over a period of up to 5 financial years, i.e. for the financial years 2025-2029, through the issue and allocation to eligible persons of no more than 1,010,145 registered Series C subscription warrants entitling them, alternatively, to (i﴿ subscribe for no more than 1,010,145 Series V shares of the Company issued as part of a conditional share capital increase, or (ii﴿ sell the subscription warrants to the Company, in whole or in part, for consideration, for the purpose of their redemption, at the price and on the terms specified in the resolution of the Extraordinary General Meeting. An eligible
person may be an employee or associate of the Company who has an influence on its results and development, including, in particular, a Member of the Management Board. Subscription warrants are taken up by eligible persons in the number specified in a resolution of the Supervisory Board, which determines the preliminary and final list of eligible persons and the maximum and final number of subscription warrants for each of these persons, separately for each financial year of the Incentive Scheme's validity. Throughout the duration of the scheme, up to 75% of the aforementioned subscription warrants may be allocated to Members of the Management Board, and no less than 25% of the subscription warrants to the remaining eligible persons. Subscription warrants are issued free of charge. Each subscription warrant shall entitle the holder to subscribe for 1 share at an issue price equal to the nominal value of the share. The condition for the subscription and exercise of rights under the subscription warrants by eligible persons shall be the fulfilment of the financial criterion specified in accordance with the provisions of the resolution of the Extraordinary General Meeting. If the financial criterion is met, a Member of the Management Board may become an eligible person only for the financial year in which they held their position for the entire financial year and remained a Member of the Management Board on the last day of that financial year. If the financial criterion is not met in a given financial year, the right to subscribe for and exercise rights under subscription warrants not exercised in that financial year may be exercised in subsequent years, provided that the financial criterion is met in those subsequent years in relation to the relevant financial year as well.
With regard to 2025, the Supervisory Board established the financial criterion which, if met, would entitle holders to subscribe for and exercise the rights attached to the 2025 subscription warrants, as well as a preliminary list of persons eligible to participate in the 2025 Incentive Scheme. In accordance with the Supervisory Board's resolution, the allocation of Series C subscription warrants for 2025 was to cover only members of the Management Board, with the allocation for 2025 comprising 113,640 subscription warrants, which represented approximately
15% of the total pool of subscription warrants allocated to Management Board members under the entire Incentive Scheme. If the financial criterion set for 2025 was met, each Member of the Management Board could be allocated 28,410 Series C subscription warrants. Ultimately, due to changes in the composition of the Management Board that took place during 2025, the above-mentioned condition of serving on the Company's Management Board for the entire financial year in respect of 2025 was not met by any person, and therefore subscription warrants for 2025 were not allocated.
With regard to 2026, in December 2025 the Supervisory Board established a financial criterion, the fulfilment of which determines the acquisition of the right to subscribe for and exercise the rights under the subscription warrants for 2026. In January 2026,
the Supervisory Board adopted a resolution establishing a preliminary list of persons eligible to participate in the Incentive Scheme for 2026, pursuant to which it decided that, as at the date of the resolution, the allocation of Series C subscription warrants for 2026 would cover only the Chairman of the Management Board, with the allocation for 2026 comprising 113,640 Series C subscription warrants, which represents, rounded, 15% of the total pool of subscription warrants allocated to Members of the Management Board under the entire Incentive Scheme. Series C subscription warrants may be allocated only if the financial criterion set for 2026 is met.
-
Information regarding the capital group
Mabion S.A. has no subsidiaries and does not form a group.
-
Scope of business
MABION S.A.'S OPERATIONS
IN THE FIRST QUARTER OF 2026
-
List of the Company's most significant events, achievements and setbacks in the first quarter of 2026
Execution of CDMO contracts
Cooperation with Novavax, Inc.In the first quarter of 2026, the Company's sales revenue was generated primarily from services provided to Novavax, Inc., based in the USA (hereinafter: Novavax﴿. The Company continued its activities under the CDMO service project, the implementation of which is based on the Manufacturing Agreement concluded in 2021 for the contract manufacturing of the active substance, i.e. the COVID-19 vaccine antigen known as Nuvaxovid® (the product﴿, as well as additional orders. The
Manufacturing Agreement with Novavax remains in force until the end of 2026.
In the first quarter of 2026, the Company carried out work for Novavax relating to routine analysis of DS and DP samples of the Novavax product in accordance with GMP standards, stability testing samples, as well as analytical methods for new virus strains, qualification of critical reagents, positive controls and reference standards, and analysed process samples and CIC (Novavax's COVID-19-Influenza Combination﴿ supplied by Novavax. The work related to routine analysis is ongoing and will be carried out throughout 2026, depending on the number of samples supplied by Novavax for analysis. In the first quarter of 2026, the Company provided analytical services to Novavax in accordance with the signed Statement of Work (SOW﴿ and logistics services, as shown in the table below.
Table 4. Orders fulfilled in the first quarter of 2026 under the current Manufacturing Agreement between Mabion and NovavaxNo.
Order name
SOW#1
SOW#9
Order date
7 October 2021
(Annex No. 1
of 22 September
2022, Annex No. 2 of 4 April 2023﴿
23 November 2022
(Annex No. 1 of 14 April 2023﴿
Scope
Additional analytical services for Novavax in the field of 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 the testing of DS and DP samples of Novavax products as part of contract analytical testing
of samples in the area of quality control (QC﴿.
Order in progress. The task is ongoing, depending on the analytical work orders signed.
Development of a method and performance of peptide mapping analysis for the active substance (DS﴿ and the finished product (DP﴿ of the rS SARS-CoV-2 protein samples from Novavax.
Project in progress. The task is ongoing, depending on the samples supplied for analysis.
SOW#10 9 February 2023
Logistics services, including transport and storage of materials, active vaccine substances and finished products.
Contract in progress. The task is ongoing, depending on Novavax's logistical needs
SOW#11 26 June 2024
Feasibility assessment and validation of a new analytical method (based on peptide mapping technology﴿ and regular testing of a new product being developed by Novavax
- a combined influenza and COVID vaccine (COVID-influenza combination, CIC﴿.
Project in progress. The task is ongoing, depending on the samples supplied for analysis
Cooperation with the Instituto de Biologia Molecular do Paraná - IBMPIn the first quarter of 2026, the Company continued its cooperation with the Instituto De Biologia Molecular Do Paraná, based in Brazil (hereinafter: IBMP﴿, pursuant to a framework agreement concluded in April 2025 for the provision of services relating to
process development and the production of material for clinical trials, and the first order received (Statement of Work, 'SOW#1'﴿. The subject of SOW#1 is the provision of services in the following areas: cell line development, process development, manufacture of products for pre-clinical and clinical trials, development and validation of analytical methods, and preparation of the necessary documentation. Selected services
are provided by the Company in cooperation with subcontractors. In the first quarter of 2026, following a decision by the client, additional work was carried out to optimise the cell culture process, including a Design of Experiments (DoE﴿ analysis. In parallel, work continued on the development and optimisation of analytical methods and the development of the purification process.
Cooperation with Novalgen LtdIn the first quarter of 2026, the Company continued to carry out work for Novalgen Ltd - a UK-based pharmaceutical company developing immunotherapeutic products. The work was carried out on the basis of orders received in August 2024 and covered stability testing of the active substance (AS﴿ and the finished product (FP﴿. In 2024, the transfer of documentation and data provided by the client was completed, and the first test batch was produced. In 2025, work on the transfer of analytical methods was completed, the production of an engineering batch was carried out, a full range of analytical tests on the engineering batch was performed for both the active substance and the finished product, GMP-compliant batch production was carried out, analytical testing of the manufactured GMP batch was performed for both the AS and the finished product, and the product was released for customer use. Both processes - the production of the engineering batch and the GMP batch - were carried out according to plan, whilst maintaining all necessary quality standards and compliance with the customer's requirements. Immediately following the completion of the engineering and GMP batch production, stability testing was initiated; due to its nature, this is a long-term study. In the first quarter of 2026, at the customer's request, the duration of the stability studies for the active substance manufactured to GMP standards was extended by adding two additional time points (18 and 24 months﴿ at which stability analyses will be conducted. , therefore, stability testing of the active substance (AS﴿ will continue until the second quarter of 2027. The duration of stability testing for the finished product (FP﴿ remains unchanged - the work will be completed in the third quarter of 2027.
Cooperation with WPD Pharmaceuticals Sp. z o.o.In the first quarter of 2026, the Company continued its collaboration with WPD Pharmaceuticals Sp. z o.o. under an agreement concluded in April 2025 for the provision of services involving 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, characterisation of the protein intermediate and the conjugate, and release testing. In 2025, the Company carried out the project in accordance with orders placed by the client and based on the approved work schedule -the delivery of 2 out of 6 ordered work packages was completed. In the first quarter of 2026, the remaining commissioned work packages were completed and the project was settled in accordance with the technical requirements specified in the orders, the scopes applicable to the commissioned packages, and the completion deadline.
Other activities carried out
In the first quarter of 2026, the Company carried out activities related to the implementation of Mabion's Strategy for 2025-2030, including in particular the following:
work commenced to implement Fully Connected Continuous Manufacturing (FCCM﴿ technology;
activities were carried out to identify potential partners in the ADC sector, establish and develop business relationships, and work on cooperation agreements with selected entities;
a comprehensive analysis of the opportunities, benefits, limitations and risks of implementing specific ADC-related activities was initiated;
the biosimilar market was actively mapped, both in terms of molecules and opportunities to participate in projects as a co-developer and CDMO;
Discussions were initiated regarding the potential application of the anti-CD20 molecule in areas other than the biosimilar market;
work commenced on preparing production and analytical facilities for ATMP (Advanced Therapy Investigational Medicinal Products﴿ projects: development of implementation measures, guidelines and requirements for the manufacturing site;
efforts aimed at establishing a partnership to explore the potential use of MabionCD20 in the treatment of orphan diseases.
Activities in the area of financing
Loan agreement with ACRX Investments LimitedOn 9 February 2026, the Company entered into a loan agreement with an unrelated party, namely ACRX Investments Limited, with its registered office in Nicosia, Cyprus (the Lender﴿, for an amount of up to PLN 6 million. The loan was made available in full on 10 February 2026 at the Company's request. The loan bears interest at a fixed annual rate of 9.53% and is intended to improve the Company's financial liquidity and for corporate purposes. The loan was granted for a period of 6 months from the date of disbursement. 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 Lender's request. The share price for the conversion will be equal to the market price of the Company's shares as at the date of signing the agreement, 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.
In accordance with the original terms of the agreement, the loan was to be secured by: (i﴿ a mortgage on the Company's real estate, (ii﴿ a registered pledge on movable property (selected
bioreactors and a system intended for cell line development﴿ owned by the Company, (iii﴿ a blank promissory note together with a promissory note declaration. By an annex dated 2 March 2026, the Parties modified the security in such a way that the blank promissory note together with a promissory note declaration was replaced by a declaration of submission to enforcement by the Company in accordance with Article 777 of the Code of Civil Procedure. The Company has created a mortgage on its properties and has submitted a declaration of submission to enforcement in accordance with Article 777 of the Code of Civil Procedure. With regard to registered pledges, the parties have agreed that the conclusion of the pledge agreement and the submission of the relevant applications to the registry court shall take place by 31 May 2026. The agreement contains standard provisions regarding the Company's obligations and the consequences of breaching them, such as an increase in the interest rate or the declaration of the whole or part of the loan amount drawn down as immediately due and payable, in the event of, amongst other things, failure to repay the loan on time. The loan agreement was concluded under Polish law.
The Company announced the conclusion of the loan agreement in Current Report No. 2/2026 dated 9 February 2026.
Conclusion of a loan agreement with CBC Co., Ltd.On 13 March 2026, the Company entered into a loan agreement with an unrelated party, namely CBC Co., Ltd. with its registered office in Tokyo, Japan (the Lender﴿, for an amount of up to EUR 3.1 million. The loan was made available at the Company's request in two equal tranches - the first tranche was disbursed on 17 March 2026, whilst the second tranche was disbursed on 22 April 2026. The loan is intended to improve the Company's financial liquidity and for corporate purposes.
The loan was granted for a period of 3 years from the date of disbursement. 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 Lender's request. The share price for the conversion will be equal to the market price of the Company's shares as at the date of signing the agreement, 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 interest rate on the loan is 10.53% per annum until the Company's General Meeting adopts a resolution on increasing the Company's share capital, enabling the conversion of the loan, and thereafter it will be equal to the reference rate of the National Bank of Poland, plus a fixed margin of 2 percentage points. The loan is secured by a mortgage on the Company's real estate, a registered pledge on movable property (selected bioreactors and production lines﴿ owned by the Company, and a declaration by the Company to submit to enforcement proceedings 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 breaching them, such as an increase in the interest rate or the declaration of the entire or part of the utilised loan amount as immediately due and payable, in the event of, amongst other things, failure to repay the loan on time. The loan agreement was concluded under Polish law.
CBC Co., Ltd. is a privately owned company with a global reach, acting as an experienced operating entity and strategic investor. The entity specialises in the high-tech and life sciences sectors, focusing on long-term value creation through international development projects.
The Company announced the conclusion of the loan agreement in Current Report No. 5/2026 dated 13 March 2026.
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Factors and events, including those of an unusual nature, having a material impact on the condensed financial statements
During the first quarter of 2026, there were no factors or events, including those of an unusual nature, other than those indicated in the other sections of this interim report, which had a material impact on the Company's condensed financial statements.
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Transactions with related parties
During the first quarter of 2026, the Company did not enter into any transactions with related parties on terms other than arm's length terms.
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Sureties and guarantees
During the first quarter of 2026, the Company did not grant any loan or credit sureties or guarantees to a single entity or a subsidiary of that entity, where the total value of the existing sureties or guarantees would be material to the Company.
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Proceedings pending before a court, an arbitration body or a public administration body
During the first quarter of 2026, there were no significant proceedings pending before a court, an arbitration body or a public administration body concerning the Company's liabilities and receivables.
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The Management Board's position regarding the feasibility of meeting previously published financial forecasts
The Company has not published any financial forecasts for 2026.
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Events after the balance sheet date
Signing of a letter of intent regarding cooperation to explore the potential use of the drug MabionCD20 in the field of orphan diseases
On 7 May 2026 (event after the balance sheet date﴿ the Management Board of Mabion S.A. entered into a letter of intent ("Letter of Intent"﴿ with Oddifact SAS, a company based in France, regarding the establishment of cooperation to investigate and evaluate the potential use of the MabionCD20 drug in new clinical indications in the field of orphan diseases.
The Letter of Intent is non-binding and expresses the parties' intention to conduct negotiations and enter into a partnership aimed at collaborating on the MabionCD20 drug, with a view to its further development and registration as an innovative medicine for orphan diseases. The letter of intent provides that, in the first stage, the parties will cooperate in preparing the materials necessary for regulatory interactions and materials for potential investors, partners and other possible sources of funding. The parties will jointly participate in meetings with regulatory authorities, including in particular the US Food and Drug Administration (FDA﴿, and will agree on key decisions regarding the drug, including the regulatory strategy and further development. During the first phase, which the parties intend to complete by 30 September 2026, each party will bear the costs associated with its participation in the project.
Once the feasibility and conditions for the use of MabionCD20 in new indications have been established, in the second phase the parties will make a decision and determine the next steps, including the material and financial contributions of each party. The terms of cooperation in the second phase will be set out in a Cooperation Agreement and a relevant Statement of Work (SOW﴿. The parties plan to enter into a Cooperation Agreement by the end of 2026, although the duration of the negotiations may be extended.
Taking steps to investigate the potential and development of the MabionCD20 drug in new indications constitutes the implementation of Mabion S.A.'s Strategy for 2025-2030, which the Company disclosed in Current Report No. 33/2025 dated
17 November 2025. In the Management Board's view, the signing of this letter constitutes a significant event for the Company, as it provides an opportunity to reactivate the MabionCD20 project-which was crucial for Mabion in previous years-and to utilise the knowledge and skills developed, which may represent a breakthrough achievement for the Company and have a significant impact on its future business operations.
Oddifact SAS is a biotechnology company that uses artificial intelligence to develop new therapies for orphan diseases by identifying opportunities and preparing development programmes for pharmaceutical partners.
The Company will announce the conclusion of a cooperation agreement or the withdrawal from a project in a separate current report. This event was reported in current report No. 9/2026 dated 7 May 2026.
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Factors that will influence the results achieved over at least the next quarter
The main factors that will influence the Company's results in the coming quarters are:
the execution of current CDMO contracts for domestic and international clients, including key projects with Novavax, IBMP and Novalgen;
the effectiveness and pace of converting the pipeline of proposals into signed contracts;
the potential for the use of MabionCD20 in the field of orphan diseases;
the potential to acquire new clients in the areas covered by Mabion's strategy - CDMO activities, co-development and the development of innovative medicines;
the potential to enter the ADC and ATMP segments - an opportunity to significantly expand the offering and attract new clients;
the opportunity to expand cooperation with existing clients to include further products in the Company's portfolio;
the opportunity to raise funds through the issue of Company shares;
the opportunity to secure funding from grants and funds supporting the development of the biotechnology sector, including research and development projects and investments in innovation, may influence the acquisition of new contracts;
the potential to optimise processes that improve the OEE (Overall Equipment Effectiveness﴿ ratio and reduce project lead times;
changes in the Company's payroll costs and general administrative expenses;
exchange rate differences resulting from fluctuations in foreign exchange rates;
inflation rates and interest rates affecting the level of costs incurred;
the situation in the global CDMO market (industry consolidation and growing competition from Asian CDMOs﴿ and the geopolitical situation.
Implementation of the 2025-2030 Strategy regarding activities planned for 2025 - commercialisation, acceleration of expansion, securing financingThe Mabion S.A. Strategy for 2025-2030, adopted on 23 April 2025, assumed that 2025 would be of key importance for converting existing customer relationships into contracts. Activities aimed at business development were intensified, and a significant increase in the number of contracts signed was therefore planned (the assumptions and actions set out in the strategy were aimed at securing between 5 and 10 contracts in 2025﴿. The Company's Management Board's objective for 2025 was to increase sales revenue compared to 2024, mainly thanks to the expected conversion of established business relationships into contracts.
As at the date of publication of this interim report, the total value of all offers currently being actively negotiated by the Company with potential clients, taking into account the likelihood of successfully signing a contract, stood at USD 50.7 million. The Company targets its offering primarily at small and medium-
sized biotechnology firms, competing in the market mainly for projects worth PLN 10-40 million, offering flexible terms of cooperation, a fast implementation pathway and a cost advantage over other CDMOs. The second key target group comprises well-established companies in the sector interested in the co-development of biotechnology products. However, given the slower-than-expected progress in securing contracts, the Company's Management Board believes that the targets set for 2025 will be difficult to achieve despite all the efforts and endeavours on the Company's part. In view of the above, taking into account the Company's current situation and the changes in the composition of the Company's Management Board that took place in September 2025, the assumptions of the Strategy for 2025-2030 adopted in April this year have been revised, and on 17 November 2025 a new Company Strategy for 2025-2030 was adopted for implementation. Detailed information on the adopted strategy can be found in section 3.8 of this report.
Following an analysis of financing options (debt, equity or mezzanine financing from local or international investors or financial institutions﴿, the Company is continuing the measures undertaken to develop an optimal financing structure, which would be sourced from the following sources (alternatively or through a combination thereof﴿:
raising debt financing, including mainly from private debt funds;
raising finance through a share issue;
securing an industry or financial investor to provide additional funding to the Company.
The scenario currently being pursued is to secure bridge financing from existing investors, which, in the Management Board's view, is the optimal source of short-term financing until the appropriate level of financing required in the medium term is secured. The Company's Management Board also continues to actively pursue measures aimed at securing debt financing from private debt funds and is taking steps to increase the Company's share capital through a share issue. In the Management Board's view, these measures may supplement the satisfaction of the estimated capital requirements. Securing an industry or financial investor who could significantly recapitalise the Company is one of three scenarios which the Company began implementing in April 2025 with the announcement of the 2025-2030 Strategy.
Work is currently underway to increase the Company's share capital at the beginning of 2026 through a share issue, which will provide the Company with funds to manage its liquidity over the coming months. 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 authorised capital (i.e. an issue of up to 8,081,163 shares﴿, which, in the opinion of the Company's Management Board, will secure the Company's liquidity for the coming months. The planned issue will be a private placement and will not be conducted as a public offering. The Company's Management Board considers the risk of the capital increase
through the issue of shares not being realised to be negligible, but there is no certainty of this.
Due to the complexity of the above-mentioned processes and their duration, the Company has requested bridge financing in the form of a loan from its shareholders. As a result of these actions, on 24 October 2025, the Company entered into a Term Sheet with Twiti Investments Ltd. a Term Sheet, a loan agreement under which Twiti Investments granted the Company a loan of PLN 18 million for a period of two years. On 3 November 2025, the Company received the first tranche of the loan in the amount of PLN 6 million.
In the Management Board's view, obtaining the loan referred to above will enable the Company to carry out its current operational activities and maintain its readiness and capacity to execute new contracts. At the same time, the Company recognises the need for further external financing, in the form of debt financing or a share issue, as indicated above.
In the event that the Company's Management Board's efforts to secure sales contracts or obtain external financing prove insufficient, the Company received a letter of support on 25 September 2025 from the shareholder Twiti Investments, in which the shareholder reaffirms its decision to provide support as expressed in the letter dated 31 March 2025, whilst declaring its support for a further 12-month period.
The contingency plan currently being considered following changes to the Company's Management Board (as described in section 2.2 of this report﴿ involves reducing operating costs and capital expenditure. Such a plan would support measures aimed at maintaining liquidity until a sufficient number of production orders have been secured. This scenario is currently being considered in light of the implementation of operational and manufacturing processes related to the fulfilment of signed contracts, as well as the acquisition of new contracts. In the opinion of the Company's Management Board, the fulfilment of all signed contracts takes priority over any measures aimed at radically reducing costs, as such action would impair the Company's operational capabilities and thereby undermine its ability to fulfil important contractual obligations.
Despite intensive market activities, the Company's Management Board identifies significant uncertainty regarding the ability to secure and fulfil a sufficient number of production orders that would guarantee the Company the cash flow necessary to maintain liquidity in the foreseeable future.
Consequently, there is significant uncertainty which may raise serious doubts as to the Company's ability to continue as a going concern, and for this reason the Company may not realise the expected economic benefits from its assets or settle its liabilities in the ordinary course of business. In the opinion of the Management Board, however, the market activities currently being undertaken and the status of discussions with potential counterparties provide grounds for assuming that operations will continue and indicate that there is demand for the services offered by the Company.
Factors related to the situation in Ukraine and the Middle EastAs at the date of publication of this interim report, the armed conflict in Ukraine, which has been ongoing since 2022, and the international sanctions imposed on Russia do not have a direct impact on the Company's operations. Having analysed the impact of the Russian invasion to date and its current and potential future effects on the Company, the Company's Management Board considers that the invasion and its associated effects do not affect the valuation and classification of assets and liabilities in the condensed interim financial statements as at 31 March 2026.
However, fluctuating exchange rates, interest rates, economic growth potential, and the impact of increased immigration and the possibility of the conflict spreading have heightened the uncertainty of the environment in which the Company operates.
The current economic situation in the East has led the Company to pay particular attention to regulations introduced by the Polish Government, the governments of other EU countries and the United States. A protracted conflict may result in further price increases, e.g. for energy, the introduction of restrictions on free trade or other business restrictions, and may disrupt the supply chain for goods and services. All the above-mentioned factors may have a direct impact on the Company's financial position in the future.
However, the Company assesses the direct impact of the current situation in the Middle East on the day-to-day operations of Mabion S.A. as low. The Company has no significant assets or direct business partners in the region affected by the conflict. Potential indirect risks, including rising air freight costs and volatility in energy prices, are subject to ongoing monitoring and analysis. The Company's supply chain is concentrated in European countries, which allows for full safeguarding of the continuity of operations and the timely delivery of projects for existing clients.
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List of the Company's most significant events, achievements and setbacks in the first quarter of 2026
OTHER INFORMATION RELEVANT TO THE ASSESSMENT OF THE COMPANY'S SITUATION
As at the date of this interim report, there is no information other than that indicated in the other sections and below which is material to the assessment of the Company's personnel, assets, financial position, financial results and changes therein, nor is there any information material to the assessment of Mabion S.A.'s ability to meet its obligations.
The interim condensed financial statements for the three-month period ended 31 March 2026 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. The assumptions underlying the adoption of the going concern principle are set out in note 3 to the interim condensed financial statements.
The Company's Management Board This Information to the quarterly report of Mabion S.A. was approved for publication by the Company's Management Board 18 May 2026. Gregor KawaletzChairman of the Management Board
Detlef Behrens Joaquín Santos BenitoMember of the Management Board Member of the Management Board
Konstantynów Łódzki, 19 May 2026
SCIENTIFIC AND INDUSTRIAL COMPLEX OF MEDICAL BIOTECHNOLOGY
Gen. Mariana Langiewicza 60 95-050 Konstantynów Łódzki Poland
Phones:
Reception: +48 42 207 78 90
RESEARCH AND DEVELOPMENT CENTER
FOR BIOTECHNOLOGICAL MEDICINAL PRODUCTS
Fabryczna 17
90-344 Łódź Poland
Phone:
+48 42 290 82 10
https://www.mabion.eu