CURRENT REPORT No. 4/2026
VIGO PHOTONICS S.A.
(“Issuer” or “Company”)
Date: March 25, 2026
Legal Basis: The Issuer's Management Board hereby transmits the following inside information, the
disclosure of which was delayed by the Company in accordance with Article 17 section 4 of Regulation
(EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse
(Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the
Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR Regulation”).
Content of the Inside Information: Acquisition of assets of Infrared Associates, Inc. by a subsidiary of
VIGO Photonics S.A., conclusion of a credit agreement and a loan agreement for the financing of the
acquisition and investments and the refinancing of existing debt.
The Management Board of VIGO Photonics S.A. ("Issuer") informs about the acquisition of the assets of
Infrared Associates, Inc. within the framework of the agreement dated February 19, 2026
("Agreement"), which was executed on March 24, 2026, 11:59 PM EDT, UTC-4. The parties to the
Agreement are: VIGO Photonics Corporation (a subsidiary of the Issuer, "Buyer"), Infrared Associates,
Inc. ("Seller"), and Frederick Rothe and August Lucidi ("Owners"), who are the Seller's sole owners.
The Issuer (VIGO Photonics S.A.) acts as a Parent Guarantee for the performance of the Buyer's
obligations.
Simultaneously, the Issuer informs that all conditions precedent for the implementation of the subject
transaction have been met, and the transaction was finalized on the date of publication of this report,
leading to the effective acquisition of the acquired assets.
The asset acquisition is a key element of the long-term financing and development strategy of the
Issuer's Group, and its terms have a significant impact on the Company's future financial and operational
situation.
Infrared Associates, Inc., based in Stuart FL, USA, operates globally, with a particular focus on the
American, Asian, and European markets. Infrared Associates, Inc. operates in an area complementary to
VIGO Photonics' core business—it deals with the design, production, and sale of infrared detectors. In
terms of industries, its products are delivered to customers in the industrial, scientific, and defense
sectors.
In recent years, Infrared Associates, Inc. (the Seller) achieved the following financial results:
Sales revenues: USD 8,882 thousand in 2024 and USD 8,745 thousand in 2025.
Operating profit adjusted for transaction expenses: USD 1,440 thousand in 2024 and USD 1,503
thousand in 2025 (estimated data).
The purpose of acquiring assets from Infrared Associates, Inc. is to create a strong, highly competitive
entity on the infrared detector market, including the United States market, and to further develop it
through the implementation of long-term business goals. To this end, the Issuer intends to use the
assets acquired under the Agreement and the existing resources of the Buyer company. In particular,
the transaction will contribute to:
- increasing the revenues of the Issuer's Group
- strengthening the Issuer's global position in the infrared detector market, especially in the
American market, including through the takeover of the Seller's existing contracts - expanding the Issuer's product offering and creating additional opportunities for cross-selling of
both the Issuer's and the Seller's products - providing the Issuer with a production base in the USA.
The subject of the Agreement is the acquisition by the Buyer of an organized part of the Seller's
enterprise, encompassing the business related to the production and supply of infrared detectors and
related products. The Buyer acquires from the Seller essentially all assets that are used and necessary
for conducting the business.
Key categories of acquired assets include receivables, Intellectual Property, including the Seller's
company name and internet domains, goodwill and the going concern value, all leased real estate, as
well as movable property, rights, and collateral: all prepaid expenses, advances, refunds, rights of
recovery, rights to set-offs and other fees and amounts related to the acquired assets, to the extent
permitted by applicable law, originals or copies of all books and records, including accounting books,
financial records, customer data, customer and supplier lists, production and quality control data,
research and development files, and strategic plans and marketing materials.
The transaction does not include the takeover of any financial debt.
The purchase price of the aforementioned assets amounted to: USD 8,416,000.00 (eight million four
hundred sixteen thousand US dollars 00/100), and the Agreement includes a post-Closing price
adjustment mechanism resulting from the verification of the working capital amount on the Closing date.
The acquisition of Infrared Associates' assets will be financed with the debt financing described below.
The governing law for the Agreement is the law of the state of Delaware.
Furthermore, the Issuer's Management Board informs about the conclusion on December 18, 2025, of:
- A credit agreement with Powszechna Kasa Oszczędności Bank Polski S.A. as the original creditor,
hedging security provider, account bank, and agent ("Bank" or "Lender") and VIGO Photonics
Corporation as the guarantor of the multi-part credit agreement ("Credit Agreement") for a
total maximum commitment amount of USD 3,000,000.00 (acquisition loan), EUR 3,000,000.00
(investment loan), and EUR 5,000,000.00 (revolving loan). The purpose of the Credit Agreement
is to finance the acquisition of assets of the American company Infrared Associates
Incorporation, support the Issuer's investments, and refinance existing debt to ING Bank Śląski
S.A..
The conclusion of the Credit Agreement is a key element of the long-term financing and
development strategy of the Issuer's Group, and its terms, particularly the financial obligations
and collateral, have a significant impact on the Company's future financial and operational
situation.
The Credit Agreement consists of three lines:
Acquisition Loan: A term loan in USD with a maximum amount of USD 3,000,000.00 for the
purpose of acquiring the assets of the American Company Infrared Associates Incorporation and
covering the purchase price by granting a loan to the guarantor—VIGO Photonics
Corporation - based on an acquisition loan agreement.
Investment Loan: A term loan in EUR with a maximum amount of EUR 3,000,000.00 taken out
for the purpose of refinancing the existing investment loan held by the Issuer at ING bank.
Revolving Loan in EUR with a maximum amount of EUR 5,000,000.00 for refinancing the existing
revolving loan held by the Issuer at ING bank or financing the Issuer's working capital.
The interest rate for the aforementioned loans will be variable, calculated based on the WIBOR
rate increased by the bank's margin.
The Agreement provides for the establishment of a package of collateral typical for debt
financing, including on the Issuer's shares in Vigo Ventures Alternatywna Spółka Inwestycyjna sp.
z o.o. and VIGO Photonics Corporation, as well as on the Company's assets, including mortgages,
registered and financial pledges, assignment of rights from contracts, guarantees, insurance, and
pledges on receivables from bank accounts.
Final repayment date for the acquisition loan and the investment loan: 5 years from the date of the Credit Agreement, and for the revolving loan: 2 years from the date of the Credit Agreement.
In the event of voluntary early repayment of the acquisition or investment loan, the Issuer is
obliged to pay an early repayment commission.
2. A loan agreement (“Loan Agreement”) concluded between the Issuer (as Shareholder), the
subsidiary VIGO Photonics Corporation (as Borrower), and Fundusz Ekspansji Zagranicznej 2
Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (as Lender), managed by PFR
Towarzystwo Funduszy Inwestycyjnych S.A.
The loan amount was set up to USD 5,500,000.00. The funds will be used exclusively to cover the
purchase price of the assets of Infrared Associates, Inc., with a fixed interest rate of 8.5% per
annum. The loan will be repaid in annual installments over a period of 10 years.
The Agreement provides for the establishment of a package of collateral typical for debt
financing, including on the Issuer's shares in Vigo Ventures Alternatywna Spółka Inwestycyjna sp.
z o.o. and VIGO Photonics Corporation, as well as on the Company's assets, including mortgages,
registered and financial pledges, assignment of rights from contracts, guarantees, insurance, and
pledges on receivables from bank accounts.
The financing described above is secured by Korporacja Ubezpieczeń Kredytów Eksportowych (KUKE).
The guarantees granted by KUKE are secured in the same way as the aforementioned loan and credit.
In the opinion of the Company's Management Board, the immediate disclosure of the inside information
could violate the Company's legitimate interests, because the immediate public disclosure of the above
inside information regarding the purpose of the Credit Agreement and the Loan Agreement could
negatively affect the asset purchase negotiation process, particularly creating a significant risk of a
possible deterioration of the Company's negotiating position vis-à-vis Infrared Associates Inc..
Furthermore, the immediate public disclosure of the inside information could lead to an improper
assessment of this information by the public, considering the then-current stage of the asset purchase
negotiation process, the lack of a concluded asset acquisition agreement, and the lack of binding
decisions regarding some elements of the asset acquisition agreement. Additionally, the parties had not
yet finalized the agreed terms of the potential transaction in the asset purchase agreement, and there
was a need to conduct an internal coordination process and obtain the required corporate approvals
within the Company.
The public disclosure of the above information before the occurrence of the indicated events could have
led to market circumstances or third-party behavior which, in the Company's assessment, would
potentially jeopardize the ongoing negotiations and the outcome of the Process. Specifically, the public
disclosure of the subject information could have misled the public as to the possible outcome of the process.
The Company's Management Board simultaneously assures that it has taken the steps required by the
MAR Regulation to maintain the confidentiality of the delayed inside information until its public
disclosure, in particular by applying internal procedures for information circulation and protection.
In accordance with the content of Article 17 section 4 third subparagraph of the MAR Regulation, the
Company will immediately inform the Polish Financial Supervision Authority (Komisja Nadzoru
Finansowego) of the delay in the disclosure of the subject inside information immediately after the
publication of this report, by submitting written explanations on the fulfillment of the conditions set out
in Article 17 section 4 letters a) - c) of the MAR Regulation.
The Company's Management Board informs that the direct reason for the publication of the delayed
inside information is the fulfillment by the Company of all conditions necessary for the disbursement of
the investment loan and the loan for the acquisition of the assets of Infrared Associates, Inc., and the
fulfillment of all elements required for the acquisition of the assets of Infrared Associates, Inc. under the
asset acquisition agreement and the commencement of the market integration phase and further
business development in the American market.
Legal Basis: Article 17 section 1 in connection with Article 17 section 4 of Regulation (EC) No 596/2014 of
the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse
Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and
Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.