DBV Technologies Establishes an At-The-Market (ATM) Program on
Nasdaq
Montrouge, France, May 2, 2022
DBV Technologies Establishes an
At-The-Market (ATM) Program on Nasdaq
DBV Technologies (Euronext: DBV – ISIN:
FR0010417345 – Nasdaq Global Select Market: DBVT) (the “Company”),
a clinical-stage biotechnological company, today announced that it
has filed a prospectus supplement with the U.S. Securities and
Exchange Commission (“SEC”) relating to an At-The-Market offering
(the “ATM Program”). Pursuant to this new financing program, the
Company may offer and sell, including with unsolicited investors
who have expressed an interest, a total gross amount of up to $100
million of American Depositary Shares (“ADS”), each ADS
representing one-half of one ordinary share of DBV Technologies,
from time to time in sales deemed to be an “at the market offering”
pursuant to the terms of a sales agreement (the “Sales Agreement”)
with Jefferies LLC (“Jefferies”), acting as sales agent, subject to
French regulatory limits. The timing of any sales will depend on a
variety of factors. The ATM Program is presently intended to be
effective through the expiration of the Company’s existing
registration statement registering the ADSs to be issued under the
ATM Program, i.e. until July 16, 2024, unless terminated prior to
such date in accordance with the sales agreement or the maximum
amount of the program has been reached.
The Company currently intends to use the net
proceeds (after deduction of fees and expenses related to the
financing), if any, of sales of ADSs issued under the program,
together with its existing cash and cash equivalents, primarily for
activities associated with potential approval and launch of
Viaskin™ Peanut, as well as to advance the development of the
Company’s product candidates using its Viaskin Platform and for
working capital and other general corporate purposes, at the
Company’s discretion.
Jefferies, as sales agent, will use commercially
reasonable efforts to arrange on the Company’s behalf for the sale
of all ADSs requested to be sold by the Company to eligible
investors requesting it, consistent with Jefferies’ normal sales
and trading practices. Sales prices may vary based on market prices
and other factors. Only eligible investors (as described in greater
detail below) may purchase ADSs under the ATM Program.
The ADSs and the underlying ordinary shares will
be issued through one or more share capital increases without
shareholders’ preferential subscription rights under the provisions
of Article L. 225-138 of the French Commercial Code (Code de
commerce) and pursuant to the 28th resolution adopted by the Annual
General Meeting of Shareholders held on May 19, 2021 (the “2021
Annual General Meeting”) (or any substitute resolutions, adopted
from time to time), within the limit of a maximum number of
16,528,961 ordinary shares (being the maximum authorized by the
shareholders for such resolution), representing a maximum potential
dilution of approximately 30% based on the existing share capital
of the Company, it being specified that the number of underlying
ordinary shares to be admitted on the regulated market of Euronext
in Paris (“Euronext Paris”) shall represent, over a period of 12
months, less than 20% of the ordinary shares already admitted to
trading on said market without a French listing prospectus.
The new ordinary shares to be sold in the form
of ADSs would be issued in one or more offerings at market prices
of the ADSs at the time of pricing of the considered capital
increase.
The ATM Program may only be issued to the
categories of investors defined in the 28th resolution adopted by
the 2021 Annual General Meeting (or any similar resolutions that
may be substituted for it in the future), comprising (i) any
natural person(s) or legal entity(ies), including companies,
trusts, investment funds or other investment vehicle(s), regardless
of their form, under French or foreign law, investing on a regular
basis in the pharmaceutical, biotechnological or medical technology
sector, and/or (ii) French or foreign companies, institutions or
entities of any form, carrying out a significant portion of their
business in these sectors or in the cosmetics or chemical sector or
in the field of medical devices or research in these areas. The new
ordinary shares will be admitted to trading on the regulated market
of Euronext in Paris and the issued ADSs will trade on the Nasdaq
Global Select Market (“Nasdaq”).
On an illustrative basis, assuming the issuance
of the full amount of $100 million (or €92.7 million (all
convenience translations in this press release are based on the
noon buying rate of the Federal Reserve Bank of New York in effect
as of April 25, 2022, of €1.00 = $1.08) of ADSs under the ATM
Program at an assumed offering price of $1.29 (or €1.20), the last
reported sale price of the ADSs on Nasdaq on April 29, 2022, a
holder of 1.0% of the outstanding Company's share capital as of the
date of this press release, would hold 0.6% of the outstanding
Company's share capital after the completion of the transaction
(calculated on the basis of the number of outstanding shares on the
date of publication of this press release), it being specified
that, in any event, the number of underlying ordinary shares shall
not exceed the limit set forth in the 28th resolution adopted by
the 2021 Annual General Meeting (or any substitute resolutions,
adopted from time to time, including the 18th resolution presented
to the shareholders vote at the Annual General Meeting to be held
on May 12, 2022) and shall represent, over a period of
12 months, less than 20% of the ordinary shares already
admitted to trading on said market without a listing
prospectus.
During the term of the ATM Program, the Company
will include in the publication of its quarterly results
information about its use of the program during the preceding
quarter and will also provide an update after each capital increase
on a dedicated location on its corporate website in order to inform
investors about the main features of each issue that may be
completed under the ATM Program from time to time.
A shelf registration statement on Form S-3
(including a prospectus) relating to DBV Technologies’ securities,
including the ADSs, was filed with the SEC and has been declared
effective. Before purchasing ADSs in the offering, prospective
investors should read the prospectus supplement and the
accompanying prospectus, together with the documents incorporated
by reference therein. Prospective investors may obtain these
documents for free by visiting EDGAR on the SEC’s website at
www.sec.gov. Alternatively, a copy of the prospectus supplement
(and accompanying prospectus) relating to the offering may be
obtained from Jefferies LLC, 520 Madison Avenue, New York, NY 10022
or by telephone at (877) 821-7388 or by email at
Prospectus_Department@Jefferies.com. No prospectus will be subject
to the approval of the French Financial Markets Authority (the
Autorité des Marchés Financiers or the “AMF”) pursuant to
Regulation (EU) 2017/1129 of the European Parliament and of the
Council dated June 14, 2017, as amended (the “Prospectus
Regulation”) since the contemplated share capital increase(s) (for
the issuance of the ordinary shares underlying the ADSs) would be
offered to qualified investors (as such term is defined in Article
2(e) of the Prospectus Regulation) and fall under the exemption
provided for in Article 1(5)(a) of the Prospectus Regulation which
states that the obligation to publish a prospectus shall not apply
to admission to trading on a regulated market of securities
fungible with securities already admitted to trading on the same
regulated market, provided that they represent, over a period of 12
months, less than 20% of the number of securities already admitted
to trading on the same regulated market.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. In particular,
no public offering of the ADSs will be made in Europe.
Information available to the
public
Detailed information concerning the Company, in
particular with regard to its business, results, forecasts and
corresponding risk factors, is provided in the Company's Annual
Report on Form 10-K (the “Annual Report”), filed with the U.S. SEC
on March 9, 2022, its 2021 universal registration document (the
“URD”), filed with the AMF on March 9, 2022 and under number
D.22-0081, as well as in the half-yearly financial report
(containing an update of the main information on the Company, its
development and its projects) (the “Half-Year Report”), and
documents filed with the U.S. SEC from time-to-time (the “SEC
Filings”). The Annual Report and SEC Filings are available on the
SEC’s website (www.sec.gov). The URD as well as other regulated
information are available on the AMF website (www.amf-france.org).
All of the foregoing documents are available on the Company’s
website and are available free of charge on request at the
Company's registered office at 177-181 avenue Pierre-Brossolette,
92120 Montrouge, France.
About DBV Technologies
DBV Technologies is developing Viaskin™, an
investigational proprietary technology platform with broad
potential applications in immunotherapy. Viaskin is based on
epicutaneous immunotherapy, or EPIT™, DBV Technologies’ method of
delivering biologically active compounds to the immune system
through intact skin. With this new class of non-invasive product
candidates, the Company is dedicated to safely transforming the
care of food allergic patients. DBV Technologies’ food allergies
programs include ongoing clinical trials of Viaskin Peanut. DBV
Technologies has global headquarters in Montrouge, France, and
North American operations in Basking Ridge, NJ. The Company’s
ordinary shares are traded on segment B of Euronext Paris (Ticker:
DBV, ISIN code: FR0010417345) and the Company’s ADSs (each
representing one-half of one ordinary share) are traded on the
Nasdaq Global Select Market (Ticker: DBVT).
Forward-Looking Statements
This press release contains forward-looking
statements, including statements regarding DBV Technologies’
proposed securities offering and its intended use of proceeds.
These forward-looking statements are not promises or guarantees and
involve substantial risks and uncertainties. These forward-looking
statements may be impacted by market conditions as well as other
risks and uncertainties set forth in DBV Technologies’ regulatory
filings with the AMF, DBV Technologies’ filings and reports with
the SEC, including in DBV Technologies’ Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on March
9, 2022, and future filings and reports made with the AMF and SEC
by DBV Technologies. Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements and estimates, which speak only as of the date hereof.
Other than as required by applicable law, DBV Technologies
undertakes no obligation to update or revise the information
contained in this Press Release.
DBV Investor Relations Contact
Anne Pollak+ 1 (857) 529-2363anne.pollak@dbv-technologies.com
DBV Media Contact Angela
Marcucci+1 (646) 842-2393angela.marcucci@dbv-technologies.com
Disclaimer
This announcement does not, and shall not, in
any circumstances constitute a public offering nor an invitation to
solicit the interest of the public in France, the United States, or
in any other jurisdiction, in connection with any offer.
The distribution of this document may, in
certain jurisdictions, be restricted by local legislations. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
This announcement is not an advertisement and
not a prospectus within the meaning of the Prospectus
Regulation.
This document does not constitute an offer to
the public in France and the securities referred to in this
document can only be offered or sold in France pursuant to article
L. 411-2- of the French Monetary and Financial Code to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of
the Prospectus Regulation.
With respect to the Member States of the
European Economic Area, no action has been undertaken or will be
undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
relevant Member State. As a result, the securities may not and will
not be offered in any relevant Member State except in accordance
with the exemptions set forth in Article 1(4) of the Prospectus
Regulation or under any other circumstances which do not require
the publication by the Company of a prospectus pursuant to Article
3 of the Prospectus Regulation and/or to applicable regulations of
that relevant Member State.
This document is only being distributed to, and
is only directed at, persons in the United Kingdom that (i) are
“investment professionals” (people with professional investment
experience) falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the “Order”), (ii) are persons falling within Article 49(2)(a) to
(d) (“high net worth companies, unincorporated associations, etc.”)
of the Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
Article 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as “Relevant Persons”). This
document is directed only at Relevant Persons and must not be acted
on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
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