Capital B Raises 1.1 Million Euros from Adam Back and Revises Terms of Convertible Bonds
Capital B announces a fundraising of 1.1 million euros through the issuance of stock warrants, complemented by an adjustment of the conversion terms of its convertible bonds subscribed by strategic investor Adam Back. These changes are part of an acceleration of its Bitcoin Treasury Company strategy.
Issuance of Stock Warrants and Adjustment of B-04 Convertible Bonds
Capital B issues 10 million stock warrants (BSA 2026-02) for a total amount of 1.1 million euros, fully subscribed by Adam Back at 0.11 euros per warrant. These warrants, with a maturity of three years (until May 2, 2029), entitle the holder to subscribe to one ordinary share each, at an exercise price equal to the higher of 0.84 euros or the euro equivalent of a 'mNAV 1.1' of the Company on the last trading day preceding the exercise. Concurrently, the Company announces a modification of the conversion price of the B-04 convertible bonds subscribed by Adam Back, reduced from 5.174 euros to 2.59 euros per share. The conversion of these bonds now additionally grants, besides ordinary shares, a stock warrant (BSA OC) with a two-year duration. The market price condition for conversion by the holder has been removed: the B-04 convertible bonds are now convertible at any time by the holder at the new conversion price.
Alignment with Market Conditions and Enhanced Incentive
These modifications stem from discussions between the Company and Adam Back in the context of recent market conditions and stock price developments. They aim to better align the instruments with current market conditions and to enhance the incentive nature of the conversion mechanism. The option for the subscriber to subscribe to a second tranche of convertible bonds under comparable terms, initially planned, has been removed. The Company specifies that these operations are part of its Bitcoin Treasury Company strategy, focused on increasing the number of bitcoins per share on a fully diluted basis over time. Both issuances were authorized under the 12th resolution of the mixed general assembly on June 10, 2025.
