- Support from existing investors including Redmile Group,
Invus, Sofinnova Partners and a large investment management
firm
- Financing will enable the Company to extend its cash runway
through the end of 2025
Regulatory News:
Sensorion (FR0012596468 – ALSEN) a pioneering
clinical-stage biotechnology company which specializes in the
development of novel therapies to restore, treat and prevent
hearing loss disorders, today announced a €15 million offering
reserved to specific categories of investors (the “Reserved
Offering”) through the issuance of 24,574,694 new ordinary
shares of the Company (the “New Shares”) at a price per New
Share of €0.63 (the “Subscription Price”) to the benefit of
existing shareholders including Redmile Group, Invus, Sofinnova
Partners and a large investment management firm. The
settlement-delivery of the Reserved Offering is expected to take
place around April 11, 2024, subject to customary conditions.
Nawal Ouzren, Sensorion’s Chief Executive Officer, said:
“We are thrilled to announce another successful capital raise,
securing an additional EUR 15 million to accommodate interest
expressed by certain existing investors. This builds on the earlier
EUR 50 million financing announced in February 2024, adding up to a
total of EUR 100 million raised in less than 9 months. With this
new financing, we are well-positioned to accelerate our gene
therapy programs, including the progression of SENS-501 through its
Phase 1/2 clinical study, Audiogene, and the advancement of our
second program, GJB2-GT, towards Clinical Trial Applications
submission in H1 2025. The capital increase enables the Company to
finance its activities until the end of 2025. We remain deeply
thankful for the ongoing support of our shareholders and partners
as we strive to make a meaningful difference in the lives of those
affected by hearing loss disorders.”
Khalil Barrage, Interim Chairman of Sensorion's Board of
Directors, said: “We are immensely grateful for the
continued support and confidence shown by our existing investors.
Their participation in this transaction reaffirms their confidence
in Sensorion's vision and commitment to advancing innovative
therapies for patients with hearing disorders.”
Impact on cash flow and use of
proceeds
The Company intends to use the net proceeds from the Reserved
Offering, which amount to c. €14.8 million (based on the aggregate
Subscription Price), to fund the company’s R&D activities until
the end of 2025, covering GJB2 CTA submission and the first two
cohorts of the Audiogene Phase 1/2 clinical trial, which was
approved in Europe in January 2024 as well as for other R&D and
corporate overhead expenses.
Based on its forecasted expenses, cash and cash equivalents as
of December 31st, 2023, of c. €37 million, as well as the net
proceeds from the reserved offering executed in February 20241
together with the net proceeds from this Reserved Offering, the
Company believes that it will be able to finance its operations
until the end of 2025. The company continues to pursue non-dilutive
financing.
Main terms of the Reserved
Offering
Sensorion’s board of directors and Chief Executive Officer using
the delegation of powers granted by the 8th resolution of the
extraordinary shareholders’ general meeting held on December 20th,
2023 (capital increase with cancellation of preferential
subscription rights in favor of categories of persons with specific
characteristics) and in accordance with article L. 225-138 et seq.
of the French Commercial Code (Code de commerce), have decided on
April 5, 2024, to complete the issuance of the New Shares. The New
Shares were issued at a price of €0.63, which represents a 10%
discount to the weighted average share price on the day preceding
the date on which the issuance price is set, in accordance with the
8th resolution of the extraordinary shareholders’ meeting of the
Company held on December 20th, 2023.
The issuance of the 24,574,694 New Shares will result in an
immediate capital increase of €15,482,057.22 (i.e., a nominal
amount of €2,457,469.40 and a total issuance premium of
€13,024,587.82 and corresponding to a nominal value of 10 cents
(€0.10) plus an issuance premium of €0.53 per New Share),
representing approximately 9% of the Company’s share capital and
voting rights outstanding before the Reserved Offering.
Redmile Group, Invus and Sofinnova Partners who are existing
shareholders and are also represented on the Board of Directors of
the Company, will participate in the Reserved Offering for
subscription amounts of €1.8 million, €1.7 million and €1.0
million, respectively, representing 11.3%, 10.7% and 6.5% of the
aggregate gross amount of the Reserved Offering, respectively. It
is specified that Redmile Group, Invus and Sofinnova Partners, who
are also members of Sensorion’s Board of Directors, did not take
part in the vote of the Reserved Offering at the Board of
Directors’ meeting held on April 5, 2024.
Following the settlement-delivery expected to occur on April 11,
2024, the Company's total share capital will be €30,025,022.50
divided into 300,250,225 ordinary shares, each with a par value of
€0.10. The New Shares will be fungible with the existing ordinary
shares of the Company and will be admitted to trading on Euronext
Growth in Paris under the ISIN FR0012596468.
Leerink Partners LLC (“Leerink Partners”) and
Stifel Europe AG (“Stifel”) are acting as lead agents in
connection with the Reserved Offering. Chardan Capital Markets LLC
(“Chardan”) is acting as placement agent in connection with
the Reserved Offering (Leerink Partners together with Stifel and
Chardan, the “Placing Agents”). Stifel is also acting as
Centralizing Agent. Namsen Capital is acting as equity capital
markets advisor.
Shareholding Structure after the
Reserved Offering
On an illustrative basis, a shareholder holding 1% of the
Company's share capital before the Reserved Offering and who did
not participate in the Reserved Offering will hold 0.92% of the
Company's share capital after the issuance of the New Shares.
To the Company's knowledge, the shareholding structure, before
and after the Reserved Offering, breaks down as follows:
Shareholding Structure as of
April 5th, 2024 (non diluted)
Shareholding Structure POST
FINANCING (non diluted)
Shareholding Structure POST
FINANCING (fully diluted)
Number of shares
Number of shares (%)
Number of Voting Rights
Number of Voting Rights (%)
Number of shares
Number of shares (%)
Number of Voting Rights
Number of Voting Rights (%)
Number of shares
Number of shares (%)
Number of Voting Rights
Number of Voting Rights (%)
Redmile Group LLC
63,270,676
23.0%
63,270,676
23.0%
66,052,590
22.0%
66,052,590
22.0%
83,909,733
35.6%
83,909,733
35.6%
Invus / Artal Group
78,345,050
28.4%
78,345,050
28.4%
80,980,547
27.0%
80,980,547
27.0%
80,980,547
34.4%
80,980,547
34.4%
Sofinnova Partners
52,750,159
19.1%
52,750,159
19.1%
54,337,460
18.1%
54,337,460
18.1%
54,337,460
23.1%
54,337,460
23.1%
WuXi App Tec
5,249,608
1.9%
5,249,608
1.9%
5,249,608
1.7%
5,249,608
1.7%
5,249,608
2.2%
5,249,608
2.2%
3SBio
4,055,150
1.5%
4,055,150
1.5%
4,055,150
1.4%
4,055,150
1.4%
4,055,150
1.7%
4,055,150
1.7%
Innobio
3,499,874
1.3%
3,499,874
1.3%
3,499,874
1.2%
3,499,874
1.2%
3,499,874
1.5%
3,499,874
1.5%
SONOVA AG
2,941,176
1.1%
2,941,176
1.1%
2,941,176
1.0%
2,941,176
1.0%
2,941,176
1.2%
2,941,176
1.2%
Cochlear
533,755
0.2%
533,755
0.2%
533,755
0.2%
533,755
0.2%
533,755
0.2%
533,755
0.2%
Sub Total Institutional
Shareholders
210,645,448
76.4%
210,645,448
76.4%
217,650,160
72.5%
217,650,160
72.5%
235,507,303
72.2%
235,507,303
72.3%
Officers
160 000
0,06%
160 000
0,06%
160,000
0.05%
160,000
0.05%
4,010,355
1.2%
4,010,355
1.2%
Directors
-
-
-
-
-
-
-
-
1,365,290
0.4%
1,365,290
0.4%
Employees & consulting
-
-
-
-
-
-
-
-
2,352,020
0.7%
2,352,020
0.7%
Treasury shares
126,753
0.05%
126,753
0.04%
-
-
126,753
0.04%
-
-
Free Float
64,743,330
23.5%
64,743,330
23.5%
82,313,312
27.4%
82,313,312
27.4%
82,609,312
25.3%
82,609,312
25.4%
TOTAL
275,675,531
100.0%
275,548,778
100.0%
300,250,225
100.0%
300,123,472
100.0%
325,971,033
100.0%
325,844,280
100.0%
Lock-up agreements
In connection with the Reserved Offering, the Company has
entered into a lock-up agreement restricting the issuance of
additional ordinary shares for a period ending 90 days following
the date of settlement-delivery of the New Shares, subject to
customary exceptions. The Company’s management, Board members and
shareholders represented at the Board of Directors who hold
ordinary shares of the Company are also subject to a lock-up for a
period of 90 days following date of settlement-delivery of the New
Shares, subject to customary exceptions.
Settlement-delivery of the Reserved
Offering
The admission of the New Shares to trading on the Euronext
Growth market in Paris is scheduled for the time of settlement and
delivery, which is expected to take place on April 11, 2024.
The New Shares will be immediately assimilated to the Company's
existing shares already traded on Euronext Growth in Paris, and
will be able to be traded, from their issuance, on the same listing
line (ISIN code: FR0012596468).
The Reserved Offering has not given rise to a prospectus
submitted for approval by the AMF.
Risk Factors
The Company draws the public’s attention to the risk factors
related to the Company and its activities presented in section I.3
of the Rapport annuel for the year ended December 31st, 2023, which
is available free of charge on the website of the Company
(www.sensorion.com).
In addition, investors are invited to consider the following
risks: (i) shareholders stake in the Company will be diluted
further to the issuance of the New Shares for the shareholders who
did not participate to the Reserved Offering, (ii) the market price
for the Company's shares may fluctuate and fall below the
subscription price of the shares issued pursuant to the Reserved
Offering, (iii) the volatility and liquidity of the Company's
shares may fluctuate significantly, (iv) sales of the Company’s
shares may occur on the market and have a negative impact on the
market price of the shares, and (v) the Company’s shareholders
could undergo a potentially material dilution resulting from any
future capital increases that are needed to finance the
Company.
About Sensorion
Sensorion is a pioneering clinical-stage biotech company, which
specializes in the development of novel therapies to restore, treat
and prevent hearing loss disorders, a significant global unmet
medical need. Sensorion has built a unique R&D technology
platform to expand its understanding of the pathophysiology and
etiology of inner ear related diseases, enabling it to select the
best targets and mechanisms of action for drug candidates. It has
two gene therapy programs aimed at correcting hereditary monogenic
forms of deafness, developed in the framework of its broad
strategic collaboration focused on the genetics of hearing with the
Institut Pasteur. SENS-501 (OTOF-GT) targets deafness caused by
mutations of the gene encoding for otoferlin and is currently
developed in a Phase 1/2 clinical study, and GJB2-GT targets
hearing loss related to mutations in GJB2 gene to potentially
address important hearing loss segments in adults and children. The
Company is also working on the identification of biomarkers to
improve diagnosis of these underserved illnesses. Sensorion’s
portfolio also comprises clinical-stage small molecule programs for
the treatment and prevention of hearing loss disorders. Sensorion’s
clinical-stage portfolio includes one Phase 2 product: SENS-401
(Arazasetron) progressing in a Phase 2 proof of concept clinical
study of SENS-401 in Cisplatin-Induced Ototoxicity (CIO) and, with
partner Cochlear Limited, in a study of SENS-401 in patients
scheduled for cochlear implantation. A Phase 2 study of SENS-401
was also completed in Sudden Sensorineural Hearing Loss (SSNHL) in
January 2022. www.sensorion.com
Label: SENSORION ISIN: FR0012596468 Mnemonic:
ALSEN
Forward-looking statements
This press release contains certain forward-looking statements
concerning Sensorion and its business. Such forward looking
statements are based on assumptions that Sensorion considers to be
reasonable. However, there can be no assurance that such
forward-looking statements will be verified, which statements are
subject to numerous risks, including the risks set forth in the
2023 full year annual report published on March 14, 2024, and
available on Sensorion's website and to the development of economic
conditions, financial markets and the markets in which Sensorion
operates. The forward-looking statements contained in this press
release are also subject to risks not yet known to Sensorion or not
currently considered material by Sensorion. The occurrence of all
or part of such risks could cause actual results, financial
conditions, performance or achievements of Sensorion to be
materially different from such forward-looking statements. This
press release and the information that it contains do not
constitute an offer to sell or subscribe for, or a solicitation of
an offer to purchase or subscribe for, Sensorion shares in any
country. The communication of this press release in certain
countries may constitute a violation of local laws and regulations.
Any recipient of this press release must inform oneself of any such
local restrictions and comply therewith.
Disclaimer
This press release does not constitute an offer to sell or the
solicitation of an offer to buy ordinary shares of the Company, and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of that jurisdiction.
This announcement is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the
“Prospectus Regulation”).
In France, the Reserved Offering described above is exclusively
carried out in the form of a placement to a category of
institutional investors, in accordance with Article L. 225-138 of
the Code de commerce and applicable regulations.
With respect to Member States of the European Economic Area
(including France), no action has been taken or will be taken to
permit a public offering of the securities referred to in this
press release which would require the publication of a prospectus
(pursuant to article 3 of the Prospectus Regulation) in any Member
State.
This press release and the information it contains is not an
offer to sell, nor the solicitation of an offer to subscribe for or
buy the New Shares in the United States or any other jurisdiction
where restrictions may apply including notably Canada, Australia or
Japan. Securities may not be offered or sold in the United States
absent registration under the Securities Act or an exemption from
registration thereunder. Sensorion does not intend to register the
New Shares under the Securities Act or conduct a public offering of
the New Shares in France, the United States, or in any other
jurisdiction.
This communication is being distributed only to, and is directed
only at (a) persons outside the United Kingdom, (b) persons who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (c)
high net worth entities, and other persons to whom it may otherwise
lawfully be communicated, falling within Article 49(2) of the Order
(all such persons together being referred to as "relevant
persons"). Any investment or investment activity to which this
communication relates is available only to relevant persons and
will be engaged in only with relevant persons. Any person who is
not a relevant person should not act or rely on this communication
or any of its contents.
This distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions.
_______________________ 1
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Investor Relations Noémie Djokovic, Investor Relations
and Communications Associate ir.contact@sensorion-pharma.com
Press Relations Ulysse Communication Bruno Arabian / 00
33(0)6 87 88 47 26 barabian@ulysse-communication.com Nicolas Entz /
00 33 (0)6 33 67 31 54 nentz@ulysse-communication.com
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