A transaction aimed at improving the quality of commercial assets, promoting a more efficient distribution of risk, and enhancing visibility into future cash flows.
Reggio Emilia, March 16, 2026 – The Board of Directors of Cyberoo S.p.A. (“Cyberoo” or the “Company”), an innovative SME listed on Euronext Growth Milan and specializing in cybersecurity for businesses, today approved the signing of an agreement to purchase trade receivables owed to Sedoc Digital Group S.r.l. (“SDG”) by third-party customers (“Agreement”). The transaction involves the purchase of a portfolio of trade receivables arising from contractual relationships related to cybersecurity services, for a total nominal value of €5,720,401, in exchange for a consideration of €5,292,764 determined based on the present value of the portfolio under evaluation.
The consideration for the transaction will be settled through a voluntary set-off against receivables already owed to Cyberoo by SDG, thereby reducing the mutual exposure between the parties and simplifying intra-group transactions, in line with the Company’s financial rationalization plan. The receivable owed to Cyberoo by SDG arises from intra-group commercial transactions that have been properly accounted for and are already recorded in the respective balance sheets.
This transaction is part of the Company’s broader strategic plan aimed, on the one hand, at reducing the concentration of credit exposure to SDG and, on the other, at transforming a concentrated exposure into a portfolio of loans spread across a variety of end counterparties, with potential positive effects in terms of diversification, stability, and predictability of cash flows.
From an industrial perspective, the transaction also allows Cyberoo to consolidate cash flows attributable to relationships that are fully aligned with its core business, thereby strengthening the coherence of the Company’s operational scope. Cyberoo also believes that the structure of the transaction is designed to improve the visibility and predictability of expected cash flows, reduce operational complexity in the management of intra-group payments, and improve the quality of working capital.
The signing of the Agreement was approved today by Cyberoo’s Board of Directors in accordance with the procedures set forth in applicable regulations governing related-party transactions. The transaction constitutes a related-party transaction of significant importance to the Company, as SDG indirectly controls Cyberoo through Cyberoo Global S.p.A., which holds 54.43% of the Company’s share capital. Furthermore, SDG directly holds a 4.35% stake in Cyberoo’s share capital.
As part of the due diligence process, specific governance controls were implemented, involving the Related Parties Committee, legal advisors, and an independent party tasked with conducting documentary due diligence on the receivables regarding their existence, enforceability, and collectability, as well as the overall economic reasonableness of the transaction. Following the completion of these activities, the independent advisor issued a report indicating that the receivables are supported by valid contractual documentation, are properly documented and accounted for, and are consistent with the relevant contractual provisions and the payment deadlines specified therein.
The Related Parties Committee has issued a non-binding favorable opinion regarding the Company’s interest in proceeding with the transaction, as well as the economic soundness and substantive fairness of the relevant terms and conditions.
The transaction qualifies as a significant related-party transaction under the applicable rules of Euronext Growth Milan, as its value exceeds the materiality threshold relative to the relevant consolidated equity. The Company will therefore publish the disclosure document within the timeframes set forth in Euronext Growth Milan’s Related-Party Rules.
Fabio Leonardi, CEO of Cyberoo, stated: “The transaction approved today is part of a consistent strategy of financial and industrial rationalization, aimed at improving the quality of the Company’s commercial assets, promoting a more efficient distribution of risk, and strengthening the visibility of future cash flows. We are convinced that it can make a tangible contribution to the consolidation of Cyberoo’s business model, further strengthening its positioning and supporting value creation over the medium to long term.”
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Cyberoo S.p.A., a company listed on Borsa Italiana’s Euronext Growth Milan, is an innovative SME based in Emilia-Romagna that specializes in cybersecurity for businesses. This approach goes beyond simply protecting IT systems from external attacks; it involves developing a comprehensive strategy capable of protecting, monitoring, and managing information within the IT ecosystem. Cyberoo targets the mid-market with a broad and deep portfolio of enterprise solutions, developed using the most advanced technologies and supported by a value chain that allows the company to offer prices aligned with this market’s budget constraints.
FOR INFORMATION:
CYBEROO CMO & INVESTOR RELATIONS MANAGER
Veronica Leonardi | investor@cyberoo.com +39 0522 388111
INVESTOR RELATIONS ADVISOR
CDR Communication S.r.l.
Vincenza Colucci | vincenza.colucci@cdr-communication.it
Marika Martinciglio | marika.martinciglio@cdr-communication.it
MEDIA RELATIONS ADVISOR
CDR Communication S.r.l.
Maddalena Prestipino | maddalena.prestipino@cdr-communication.it
EURONEXT GROWTH ADVISOR
EnVent Italia SIM S.p.A.
ega@envent.it +39 02 22175979
