Working likethere is a tomorrow

BIOVA S.R.L. (the “Company”), in line with its status as an Innovative SME and Benefit Corporation and with its ongoing commitment to maximum transparency towards all stakeholders, announces the launch of a capital raising initiative through the offering of SAFE (Simple Agreement for Future Equity) contracts to new investors. These financial instruments are intended to support the Company’s capitalization process and fund business development — particularly in the area of food upcycling and the innovative production of goods from waste, such as beer and upcoming products like Ri-Snack and Kombucha. The publication of this information reflects our commitment to operating in a responsible, sustainable, and transparent manner, in accordance with our purpose as a Benefit Corporation and with the legal requirements for Innovative SMEs (specifically Art. 4, paragraph 6 of Legislative Decree 3/2015), which mandate the disclosure of relevant information to potential investors. Key Notes and Warnings for Investors and Shareholders: Nature of the SAFE Investment A SAFE is an agreement involving an upfront payment of a subscription amount, in exchange for a future equity stake. It is important to note that this is a speculative contract, subject to future events. No Immediate Rights Investors entering into a SAFE do not immediately become shareholders of BIOVA S.R.L. As such, they do not hold voting rights or rights to dividends or other distributions until a "Trigger Event" occurs and equity shares are issued and allocated accordingly. Conversion Conditions The conversion of the SAFE amount into Company equity is contingent on the occurrence of specific Trigger Events, including: A future Investment Round (new capital increase). A Liquidity Event (e.g., change of control, major asset sale, or listing). Achievement of an Operational Milestone (targets such as EBITDA, total annual revenue, or revenue from new product lines such as Kombucha or Ri-Snack). Reaching the Contract Expiry Date (24 months from signing). Accounting Treatment (Designated Reserve) The SAFE contribution is recorded in the Company’s equity as a Designated Reserve, which is separate from other reserves and cannot be distributed to any party other than the SAFE investor. It may be used to offset Company losses, but only after other reserves have been applied (except for the legal reserve, which is used last). Should the Designated Reserve be used to cover losses or capital depletion, the investor’s right to their equity share remains unaffected. Financial Context The Company has reported operating losses in recent years, including: €24,908.99 in 2020 €59,600.50 in 2021 €170,729.77 in 2022 €230,707.19 in 2023 €362,761.35 in 2024 In the first half of 2025, the Company recorded a loss of €55,370.09. The auditor has drawn attention to the need for careful economic and financial planning to ensure business continuity and to the importance of securing third-party capital to support ongoing investments. Dilution Risk The future issuance of new equity, upon conversion of SAFEs, may result in dilution of the ownership percentages of existing shareholders. Access to Documentation To fully understand the terms and conditions of the SAFE agreements, the complete text (or a draft version) is available upon request by contacting the Company at [biova@pec.it] or visiting our registered office at Via Vela 42, Turin. We encourage all stakeholders to regularly consult our financial statements and impact reports — available on our website or through the Italian Business Register — for updated information on BIOVA S.R.L.’s financial position, impact performance, and strategic objectives. BIOVA S.R.L. remains committed to developing innovative solutions for a circular economy, with confidence in the continued support of our partners and community.