UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
August 12, 2026
Commission File Number:
001-38863
Jumia Technologies
AG
(Translation of registrant’s
name into English)
Skalitzer Straße
104
10997 Berlin, Germany
+49 (30) 398 20 34
54
(Address of principal
executive offices)
Indicate by check mark
whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
On August 12, 2026, Jumia Technologies AG (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”)
with the International Finance Corporation (“IFC”), a member of the World Bank Group, pursuant to which IFC agreed to subscribe
for 9,057,970 new ordinary bearer shares of the Company to be delivered in the form of American Depositary Shares (“ADSs”),
each ADS representing two ordinary shares, for an aggregate investment amount of approximately US$25 million. Concurrently, the Company
entered into separate Share Purchase Agreements (each, a “Share Purchase Agreement”), each dated August 12, 2026, with Axian,
one of the Company’s largest shareholders, as well as other investors (collectively, the “Other Investors”), pursuant
to which the Other Investors agreed to purchase 4,528,983 new ADSs from the Company, for an aggregate investment amount of approximately
US$25 million. Under the Share Purchase Agreements, certain of the Other Investors have been granted registration rights with respect
to the ADSs they have agreed to purchase. The transactions are being effected pursuant to a capital increase from the Company’s
authorized capital 2026/I under Section 4(2) of the Company’s Articles of Association, with the statutory subscription rights of
existing shareholders excluded.
In connection with the Subscription Agreement, on August 12, 2026,
the Company entered into a Policy Agreement with IFC (the “Policy Agreement”), pursuant to which the Company agreed to comply
with certain environmental, social, and governance requirements customary for investments by IFC, including compliance with IFC’s
performance standards, implementation of an agreed environmental and social action plan, adherence to IFC’s exclusion list and anti-corruption
guidelines, and certain other reporting and information covenants.
Overall, the IFC and the Other Investors agreed to purchase 9,057,968
ADSs at a price of US$5.52 per ADS, resulting in expected gross proceeds to Jumia of US$50 million. The transactions are expected to close
in the second half of August 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the transactions
to support its next phase of growth, enhance efficiency across its core African markets and strengthen its integrated marketplace and
logistics network.
The ADSs and the underlying ordinary shares have
not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws
and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act.
The foregoing descriptions of the Subscription
Agreement, the Share Purchase Agreements and the Policy Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of such agreements. A copy of the Subscription Agreement, including the form of Policy Agreement attached thereto,
is attached hereto as Exhibit 10.1. A copy of the form of Share Purchase Agreement is attached hereto as Exhibit 10.2.
Forward-Looking Statements
This Report on Form 6-K includes forward-looking
statements. All statements other than statements of historical facts contained herein, including statements regarding the expected timing
and completion of the transactions described herein and the Company’s intended use of proceeds, are forward-looking statements.
These statements represent the Company’s current expectations, beliefs, intentions, estimates or strategies regarding the future,
which may not be realized. These forward-looking statements involve known and unknown risks, uncertainties, changes in circumstances that
are difficult to predict and other important factors that may cause actual results, performance or achievements to differ materially from
those expressed or implied by the forward-looking statements, including, without limitation, the risks described under Item 3. “Key
Information—D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, filed
with the U.S. Securities and Exchange Commission. The Company cautions readers against relying on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements after the date hereof
to conform such statements to actual results or changes in expectations, except as may be required by law.
EXHIBIT INDEX
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 10.1 |
|
Subscription Agreement, by and between IFC and Jumia, dated August 12, 2026 |
| 10.2 |
|
Form of Share Purchase Agreement |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| Jumia Technologies AG |
|
| |
|
|
| By |
/s/ Francis Dufay |
|
| Name: |
Francis Dufay |
|
| Title: |
Chief Executive Officer and Member of |
|
| |
the Management Board |
|
| |
|
|
| Jumia Technologies AG |
|
| |
|
|
| By |
/s/ Antoine Maillet-Mezeray |
|
| Name: |
Antoine Maillet-Mezeray |
|
| Title: |
Executive Vice President, Finance & |
|
| |
Operations and Member of the |
|
| |
Management Board |
|
Date: August 12, 2026
