Hopium agrees to settle €7.9 million of bond debt with Atlas, with a high risk of dilution
The agreement, concluded on 3 November 2026, covers approximately €7.9 million of residual bond debt (including capitalised interest) arising from the 2025 Financing, put in place to support the company's recovery plan. Settlement will be made through the issue of new shares and BSAs to Atlas, and the company itself points to a significant risk of dilution.
Conversion, reverse stock split and early redemption of the OCAs
Hopium (a cleantech company aiming to decarbonise heavy transport) entered into this agreement with Atlas Special Opportunities II, with the authorisation of its board of directors.
The debt concerned stems from the convertible bond agreement (OCA) signed on 22 January 2025, in support of the recovery plan adopted by the Paris Economic Activities Court by judgment of 21 March 2025.
On 4 November 2026, Atlas is to convert 100 of the 750 existing OCAs, i.e. €1,000,000 in nominal value, with accrued interest also being settled in new shares. This will be followed by a reverse stock split of 100 existing shares with a nominal value of €0.001 into 1 new share with a nominal value of €0.10, launched in early November via a notice in the BALO.
Upon completion of the reverse split, in principle on 22 December 2026 according to the indicative timetable, the company will redeem early the remaining 650 OCAs. The negotiated price is estimated at €7,405,237.38, compared with €7,892,737.38 under the original terms of the 2025 Financing, and the resulting receivable will not bear interest.
Settlement in new shares and BSAs subscribed by Atlas
Payment of this price will take place through two issues carried out with waiver of preferential subscription rights, scheduled in principle for 23 December 2026. Atlas will first subscribe to new shares, by set-off against more than 50% of the receivable, at the volume-weighted average price over the ten trading sessions preceding the decision to issue.
Atlas will then subscribe to 37,375,000 BSAs at a unit price of €0.001, i.e. €37,375, the exercise of which will be payable exclusively by set-off against the remaining balance of the receivable. An adjustment BSA mechanism, granted free of charge upon an Adjustment Event, protects the holder, the exercise price not being able to be lower than the nominal value.
Any portion of the receivable not offset at the end of the BSA exercise period will be subject to a waiver of debt. If a step is not completed by 31 December 2026 at the latest for a reason attributable to Hopium, Atlas may terminate the agreement while retaining the steps already completed, or grant an additional period of 30 days.
For Thomas Picquette, Chief Executive Officer, the company “secures the definitive extinction of the 2025 Financing by the end of 2026” and “significantly reduces its debt”. He notably cites the halt of interest payments, a lock-up period and “the staggered settlement of the remaining balance of the receivable until 2030”.
Significant dilution flagged by Hopium itself
The number of new shares will be determined on the day of the decision to issue, by dividing the amount of the issue by the subscription price. The final terms of the two issues, as well as the resulting potential dilution, will be the subject of a dedicated press release upon completion.
The company draws investors' attention to a significant risk of dilution and indicates that the new shares may be sold on the market at very short notice, which could create strong downward pressure on the share price. The transaction does not give rise to a prospectus subject to approval by the AMF.
