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
Date of report: September 27, 2023
Commission File Number: 001-38974
BIOPHYTIS S.A.
(Translation of registrant’s name into
English)
Stanislas Veillet
Biophytis S.A.
Sorbonne University-BC 9, Bâtiment A
4ème étage
4 place Jussieu
75005 Paris, France
+33 1 44 27 23 00
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
x Form 20-F
¨ Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On September 27, 2023, Biophytis S.A. (the
“Company”) issued its Interim Financial Report for the first half of fiscal year 2023. A copy of the Company’s Interim
Financial Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT LIST
SIGNATURES
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.
| |
BIOPHYTIS S.A. |
| |
|
|
| Date: September 27, 2023 |
By: |
/s/ Stanislas Veillet |
| |
|
Name: Stanislas Veillet |
| |
|
Title: Chairman and Chief Executive Officer |
Exhibit 99.1
French
public limited company with a Board of Directors with share capital of €4,267,706.99
Registered office: 14 Avenue de l'Opéra – 75001 PARIS
Paris Commercial Register (RCS) 492 002 225
HALF-YEAR
FINANCIAL REPORT
AS
OF JUNE 30, 2023
Half-year financial
report as of June 30, 2023
CONTENTS
| 1. |
|
Activity report as of June 30, 2023 |
4 |
| |
|
| |
1.1 |
Business trends and significant events |
4 |
| |
|
| |
1.2 |
Analysis of consolidated income |
5 |
| |
|
| |
1.3 |
Cash flow and financial position |
6 |
| |
|
| |
1.4 |
Subsequent events |
6 |
| |
|
| |
1.5 |
Developments and outlook |
7 |
| |
|
| |
1.6 |
Risk factors |
8 |
| |
|
| |
1.7 |
Transactions between related parties |
8 |
| |
|
| 2. |
|
Unaudited
condensed interim consolidated financial statements under IFRS for the six-month period ended June 30, 2023 |
9 |
| |
|
| |
Statement
of consolidated financial position |
9 |
| |
|
| |
Statement
of consolidated operations |
10 |
| |
|
| |
Statement
of consolidated comprehensive loss |
10 |
| |
|
| |
Statement
of changes in consolidated shareholders’ equity |
11 |
| |
|
| |
Statement
of consolidated cash flows |
12 |
| |
|
| |
Notes
to the unaudited interim condensed consolidated financial statements |
13 |
Half-year
financial report as of June 30, 2023
GENERAL
NOTES
Definitions
In
this half-year financial report, and unless otherwise indicated:
| · | The
terms “Company” or “Biophytis” refer to Biophytis SA whose registered
office is located at 14 Avenue de l'Opéra – 75001 PARIS, France, registered
with the Paris Trade and Companies Registry under number 492 002 225 and its subsidiaries
Instituto Biophytis do Brasil (Brazil) and Biophytis Inc (United States); |
| · | “Financial
Report” means this half-year financial report as of June 30, 2023. |
About Biophytis
Biophytis
SA is a clinical-stage biotechnology company specializing in the development of drug candidates for age-related diseases.
Sarconeos
(BIO101), our lead drug candidate, is a small molecule in development for age-related neuromuscular (sarcopenia and Duchenne muscular
dystrophy) and cardiorespiratory (COVID-19) diseases. Promising clinical results were obtained in the treatment of sarcopenia in an international
Phase 2 study, enabling the launch of a Phase 3 study in this indication (SARA project). The safety and efficacy of Sarconeos (BIO101)
in the treatment of severe COVID-19 were studied in a positive international Phase 2-3 clinical trial (COVA project), enabling the preparation
of Conditional Marketing Authorization (CMA) applications in Europe and Emergency Use Authorization (EUA) applications in the United
States. A pediatric formulation of Sarconeos (BIO101) is currently being developed for the treatment of Duchenne muscular dystrophy (DMD,
MYODA project).
The
Company is based in Paris, France, and Cambridge, Massachusetts. The Company’s ordinary shares are listed on Euronext Growth Paris
(Ticker: ALBPS - ISIN: FR0012816825) and its ADSs (American Depositary Shares) are listed on the Nasdaq (Ticker BPTS - ISIN: US09076G1040).
For
more information: www.biophytis.com
Half-year financial
report as of June 30, 2023
| 1. | Activity
report as of June 30, 2023 |
1.1
Business trends and significant events
| 1.1.1 | Research
and development |
In
the first half of 2023, the Company continued to develop its main clinical and pre-clinical programs:
| · | COVA
program – Development of Sarconeos (BIO101) for the prevention of respiratory deterioration
in COVID-19 patients |
In
early February 2023, Biophytis announced the final results of its Phase 2-3 COVA clinical study, including data from 54 patients
(of the 233 patients treated) who were missing from the Top Line analysis released on September 7, 2022. The final analysis demonstrates
that the COVA study met the primary endpoint, with a 44% statistically significant reduction (p = 0.043) in the risk of respiratory
failure or early death in hospitalized patients with severe COVID-19, in line with the positive Post-Hoc analysis released on November 3,
2022. Moreover, Sarconeos (BIO101) has a very good safety profile, with a lower proportion of patients with adverse events compared to
the placebo (57% vs. 64%), in particular a lower frequency of serious, mostly respiratory, adverse events (25% vs. 31%).Detailed results
of the study were presented at the European Respiratory Society Lung Science Conference in March 2023 in Estoril, Portugal and at
the American Thoracic Society International Conference in Washington DC, United States in May 2023.
Based
on the results, Biophytis has begun the regulatory process to give access to Sarconeos (BIO101) to hospitalized patients with severe
COVID-19 at risk of respiratory failure and death as quickly as possible. To that end, the Company has developed a multi-pronged strategy:
| - | Submit
applications for early access programs in key countries. In France, the application was submitted
in May and a response is expected in the second half of 2023. The early access program
in France will be carried out in partnership with Intsel Chimos, a pharmaceutical company
based in Saint-Cloud, France that is specialized in the importation, provision and exploitation
of innovative medicines to treat patients with rare and/or serious diseases for whom no other
therapeutic options are available. In Brazil, an early access program was approved in 2022
to treat critically ill COVID-19 patients in intensive care units (ICUs), but was suspended
pending the results of the COVA study. Based on the positive results obtained, the program
is being reactivated. |
| - | Submit
applications for Conditional Marketing Authorization (CMA) in Europe and Emergency Use Authorization
(EUA) in the United States. On August 16, 2023, the Company announced that it had received
feedback from the European Medicines Agency (EMA) and the Food and Drug Administration (FDA),
enabling it to plan the next regulatory steps for its COVA project dedicated to the development
of Sarconeos (BIO101) for severe forms of COVID-19. |
| · | SARA
program – Development of Sarconeos (BIO101) for sarcopenia |
In
May 2023, the Company submitted the application for Clinical Trial Authorization (CTA) to initiate SARA-31, the first Phase 3 study
in sarcopenia, on the European portal of the European Medicines Agency (EMA). A similar application was submitted to the Food and Drug
Administration (FDA) at the beginning of July to launch the study in the United States.
The
launch of the Phase 3 program follows encouraging results from the SARA-INT Phase 2b study and interactions with the health authorities
in 2022. The objective of the SARA-31 Phase 3 study in sarcopenia is to evaluate the efficacy and safety of Sarconeos (BIO101) in the
treatment of sarcopenic patients at risk of mobility disability. Approximately 900 patients over 65 years of age with severe sarcopenia
(3 ≤ SPPB ≤ 7) with low walking speed (4-m Gait speed ≤ 0.8 m/s) and low grip strength (HGS < 20kg for women and < 35.5
kg for men) will be included. They will be treated for a minimum of 12 months and a maximum of 36 months, receiving either the placebo
or 350mg of Sarconeos (BIO101) twice daily. The primary endpoint will be the assessment of the risk of major mobility disability (MMD),
measured by the ability to walk 400m in less than 15 minutes over time. In addition to the primary endpoint, the following secondary
endpoints will be assessed: walking speed (4-m walking speed from the short physical performance battery (SPPB) test), handgrip strength
(HGS) and patient-reported quality of life (Patient Reported Outcome SarQol, a questionnaire developed specifically for sarcopenia).
Half-year
financial report as of June 30, 2023
On
August 8, 2023, Biophytis announced that it had received a positive opinion from the Belgian authorities to conduct its SARA-31
program. On September 11, 2023, the Company announced that it had also received a positive opinion from the FDA to conduct the study
in the United States.
At
the Clinical and Scientific Conference organized by the Muscular Distrophy Association (MDA) from March 19 to 22, 2023 in Dallas,
Texas, the Company presented a poster with new information concerning its MYODA project for Duchenne muscular dystrophy (DMD), for which
a clinical development plan is under preparation, and the therapeutic potential of BIO101 in rare neuromuscular diseases such as spinal
muscular atrophy, for which promising pre-clinical results have been obtained.
On
May 11, 2023, the Company announced the successful completion of a new financing round in the form of a private placement with professional
investors combined with a public offering for individual investors, for a gross amount of €2.3 million. The transaction was carried
out pursuant to the 2nd and 4th resolutions of the Combined General Meeting of April 17, 2023. A total
of 103,717,811 new ordinary shares, representing 32% of the Company’s share capital prior to the transaction, were issued at a
price of €0.0222 per share. The per-share price included a 25% discount on the volume-weighted average price of the Biophytis shares
during the five trading days prior to the transaction. The total nominal amount of the capital increase was €1,037 thousand and
the total issue premium was €1,265 thousand. The new shares were listed on Euronext Growth Paris under ISIN code FR0012816825 ALBPS
at the start of trading on May 15, 2023. They rank pari passu with the Company’s existing shares and have carried dividend
rights since their issuance.
At
the Ordinary General Meeting of June 16, 2023, Jean Mariani was reappointed for a three-year term. Further to the resignation of
Dmitri Batsis on April 27, 2023, the Board of Directors comprises four members as of the date of this Financial Report, three of
whom are independent:
| - | Stanislas
Veillet, Chairman and Chief Executive Officer; |
1.2
Analysis of consolidated income
1.2.1 Net
operating loss
The
net operating loss came to €(6,524) thousand for first-half 2023 versus €(11,920) thousand for first-half 2022, reflecting
the research and development costs and general and administrative expenses incurred during the period and detailed below. The Group did
not generate any revenue during the first six months of the year.
| (amounts in thousands of euros) | |
First-half
2022 | | |
First-half
2023 | |
| Personnel costs | |
| (2,950 | ) | |
| (1,443 | ) |
| Purchases and external expenses | |
| (6,435 | ) | |
| (3,099 | ) |
| Research tax credit | |
| 2,614 | | |
| 922 | |
| Other | |
| (95 | ) | |
| (143 | ) |
| Research and development costs | |
| (6,867 | ) | |
| (3,763 | ) |
| Personnel costs | |
| (2,682 | ) | |
| (962 | ) |
| Purchases and external expenses | |
| (2,235 | ) | |
| (1,685 | ) |
| Other | |
| (136 | ) | |
| (114 | ) |
| General and administrative
expenses | |
| (5,053 | ) | |
| (2,761 | ) |
| Net operating loss | |
| (11,920 | ) | |
| (6,524 | ) |
Half-year
financial report as of June 30, 2023
The
sharp decrease in personnel costs is primarily due to the value of instruments giving access to the Company’s share capital, which
decreased from €3,533 thousand in first-half 2022 to €322 thousand in first-half 2023.
The
decline in R&D purchases and external expenses chiefly reflects the completion of clinical trials for the COVA and SARA programs
in second-half 2022. Some residual clinical development costs were recognized in 2023, but most R&D costs in the first half of the
year concerned pre-clinical work on the Company’s various programs and the transition of BIO101 production to a commercial stage.
1.2.2 Net
loss
| (amounts in thousands of euros) | |
First-half
2022 | | |
First-half
2023 | |
| Net operating loss | |
| (11,920 | ) | |
| (6,524 | ) |
| Net financial expense | |
| (478 | ) | |
| (1,241 | ) |
| Income tax benefit (expense) | |
| - | | |
| - | |
| Net loss for the period | |
| (12,398 | ) | |
| (7,764 | ) |
The
Company recognized a net financial expense of €(1,241) thousand in first-half 2023 versus €(478) thousand in first-half
2022. The decrease of €763 thousand mainly reflects the change in the fair value of convertible bonds.
1.3
Cash flow and financial position
Cash
and cash equivalents amounted to €5.8 million as of June 30, 2023 versus €11.1 million as of December 31, 2022. The
change over the period breaks down as follows:
| (amounts in thousands of euros) | |
First-half
2023 | |
| Net cash flow used
in operating activities | |
| (8,162 | ) |
| Net cash flow from investing
activities | |
| (777 | ) |
| Net cash flow from financing
activities | |
| 3,691 | |
1.4
Subsequent events
1.4.1 Developments
in R&D programs
Developments
in R&D programs after June 30 are described in section 2.1.1.
1.4.2 Financing
On
July 19, 2023, the Company finalized the terms and conditions of a $3.8 million financing transaction. The transaction involved
the sale of 1,333,334 units, each consisting of one (1) American Depositary Share (“ADS”) or one (1) prefunded
warrant giving the holder the right to one (1) ADS (the “Prefunded Warrants”) and one (1) warrant giving the holder
the right to one (1) ADS (the “Ordinary Warrants”), at a purchase price of $2.85 per unit comprising an ADS and $2.84
per unit comprising a Prefunded Warrant. Each ADS represents the right to receive one hundred (100) new ordinary shares of the Company,
with a nominal value €0.01 per share. The ADSs and Prefunded Warrants were purchased through a registered direct offering, while
the Ordinary Warrants were purchased through a concurrent private placement. Each Prefunded Warrant, giving the holder the right to one
(1) ADS, was subscribed at a price of $2.84 and will have an exercise price of $0.01 per ADS. The Prefunded Warrants will be exercisable
immediately upon issuance and will expire ten years after their issuance. The Ordinary Warrants will have an exercise price of $3.00
per ADS, will become exercisable immediately upon issuance and will expire three years after their issuance.
Half-year
financial report as of June 30, 2023
The
ADSs and Prefunded Warrants (and the underlying ADSs) (excluding the Ordinary Warrants offered in the concurrent private placement and
the ADSs underlying the Ordinary Warrants) were offered and sold by the Company pursuant to a “shelf” registration statement
using Form F-3 (File No. 333-271385) filed with the US Securities and Exchange Commission (SEC) on April 21, 2023 and
declared effective by the SEC on May 1, 2023. The offering of the ADSs and Prefunded Warrants (and the underlying ADSs) was made
exclusively by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement. A final
prospectus supplement and the accompanying prospectus relating to the registered direct offering were filed with the SEC.
The
Ordinary Warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the ADSs underlying the
Ordinary Warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Ordinary Warrants
and the ADSs underlying the Ordinary Warrants may not be offered or sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
The
issuance of the 50,500,000 new ordinary shares underlying the ADSs resulted in an immediate capital increase of €1.3 million, representing
approximately 11% of the Company’s share capital and voting rights before the offering. The issue price of the ordinary shares
underlying the ADSs represents a premium of 2% over the volume-weighted average price (VWAP) of the Company’s ordinary shares on
the Euronext Growth Paris market during the 15 trading sessions preceding the determination of the issue price on July 18, 2023
and a discount of 21% on the VWAP when including 23% of the theoretical value of one warrant, which is €0.013 per warrant.
1.5
Developments and outlook
In
the second half of 2023, the Company will pursue its value-creation strategy based on the development of its therapeutic innovations,
in particular its drug candidate Sarconeos (BIO101), and anticipates the following main events:
| · | COVA
program – Development of Sarconeos (BIO101) for severe forms of COVID-19 patients |
The
company will be seeking Scientific Advice from the EMA and FDA (Type B meeting) in the second half of the year on the clinical and regulatory
development plan for Sarconeos (BIO101) up to the submission of a marketing authorization application for the treatment of severe forms
of COVID-19.The discussions will enable Biophytis to present the available data (pre-clinical, clinical, product and industrialization)
and specify the additional information to be provided as part of marketing authorization applications, in particular the design of a
confirmatory Phase 3 clinical study. Biophytis will also ask the agencies about the possibility of extending the scope of its indication
to viral respiratory pathologies other than COVID-19, notably influenza, based on its non-specific mechanism of action. This extension
would significantly increase the number of patients eligible for treatment and optimize the commercial potential of Sarconeos (BIO101).
In
addition, the Company is awaiting HAS authorization for its early access program in France, and is preparing for its launch in the second
half of 2023 with its partner, the Intsel Chimos laboratory. It will also apply to reactivate the authorization of its early access program
in Brazil in the second half of 2023. These two programs should enable the drug to be prescribed as early as this year to hospitalized
patients with severe forms of COVID-19 at risk of respiratory failure and death.
Half-year financial
report as of June 30, 2023
| · | SARA
program – Development of Sarconeos (BIO101) for sarcopenia |
Based
on the authorizations received from the Belgian and US agencies to conduct a Phase 3 study in sarcopenia, the Company will continue to
actively look for partners in order to begin in 2024 the very large-scale study in a collaboration arrangement under licensing agreements
with global or regional pharmaceutical companies.
| · | MYODA
program – Development of Sarconeos (BIO101) for Duchenne muscular dystrophy (DMD) |
The
Company plans to finalize the preparation of a Phase 1-2 study, with the aim of enrolling the first patient in the first half of 2024.
| · | MACA
program – Development of Macuneos (BIO201) for Age-related macular degeneration (AMD) |
The
Company will continue its pre-clinical development work on Macuneos (BIO201) and its backup BIO203, and prepare for clinical development
its drug candidate for dry AMD (MACA program).
1.6
Risk factors
The
risk factors are the same as those presented in the 2022 Annual Financial Report in Appendix 2 “Risks and uncertainties faced by
the Company”.
1.7
Transactions between related parties
Transactions
with related parties are the same as those presented in the 2022 Annual Financial Report in Note 20 “Related parties” of
section 3 “Consolidated financial statements prepared in accordance with IFRS as of and for the year ended December 31, 2022”
and in Note 19 “Related parties” of section 4 “Annual financial statements of Biophytis SA for the year ended
December 31, 2022”.
Half-year financial report as of June 30, 2023
| 2. |
Unaudited condensed interim consolidated financial statements under IFRS for the six-month period ended June 30, 2023 |
Statement
of consolidated financial position
| | |
| | |
AS OF | |
| (amounts in thousands of euros) | |
NOTES | | |
DECEMBER 31,
2022 | | |
JUNE
30,
2023 | |
| ASSETS | |
| | | |
| | | |
| | |
| Patents and software | |
| | | |
| 2,655 | | |
| 2,647 | |
| Property, plant and equipment | |
| | | |
| 121 | | |
| 101 | |
| Property, plant and equipment – Right of use | |
| 2 | | |
| 463 | | |
| 324 | |
| Other non-current financial assets | |
| | | |
| 173 | | |
| 164 | |
| Total non-current assets | |
| | | |
| 3,411 | | |
| 3,237 | |
| | |
| | | |
| | | |
| | |
| Other receivables | |
| 3 | | |
| 6,934 | | |
| 5,162 | |
| Other current financial assets | |
| | | |
| 590 | | |
| 432 | |
| Cash and cash equivalents | |
| 4 | | |
| 11,053 | | |
| 5,782 | |
| Total current assets | |
| | | |
| 18,576 | | |
| 11,376 | |
| TOTAL ASSETS | |
| | | |
| 21,987 | | |
| 14,613 | |
| | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | | |
| | |
| Shareholders' equity | |
| | | |
| | | |
| | |
| Share capital | |
| 6 | | |
| 47,660 | | |
| 4,268 | |
| Premiums related to the share capital | |
| | | |
| (1,588 | ) | |
| 8,353 | |
| Treasury shares | |
| | | |
| (21 | ) | |
| (19 | ) |
| Foreign currency translation adjustment | |
| | | |
| (25 | ) | |
| (7 | ) |
| Retained earnings - attributable to owners of the parent | |
| | | |
| (23,689 | ) | |
| (8,153 | ) |
| Net loss - attributable to owners of the parent | |
| | | |
| (24,216 | ) | |
| (7,806 | ) |
| Shareholders' equity - attributable to owners of the parent | |
| | | |
| (1,879 | ) | |
| (3,322 | ) |
| Non-controlling interests | |
| | | |
| (32 | ) | |
| (32 | ) |
| Total shareholders' equity | |
| | | |
| (1,911 | ) | |
| (3,354 | ) |
| | |
| | | |
| | | |
| | |
| Liabilities | |
| | | |
| | | |
| | |
| Employee benefit obligations | |
| 9 | | |
| 183 | | |
| 188 | |
| Non-current financial liabilities | |
| 8 | | |
| 4,368 | | |
| 3,558 | |
| Non-current lease liability | |
| 8 | | |
| 190 | | |
| 163 | |
| Non-current derivative financial instruments | |
| 8 | | |
| - | | |
| - | |
| Total non-current liabilities | |
| | | |
| 4,551 | | |
| 3,909 | |
| | |
| | | |
| | | |
| | |
| Current financial liabilities | |
| 8 | | |
| 9,933 | | |
| 8,935 | |
| Current lease liability | |
| 8 | | |
| 280 | | |
| 170 | |
| Provisions | |
| | | |
| 75 | | |
| - | |
| Trade payables | |
| 5;10.1 | | |
| 6,940 | | |
| 3,711 | |
| Accrued taxes and employee benefits payable | |
| 10.2 | | |
| 1,780 | | |
| 904 | |
| Current derivative financial instruments | |
| 8 | | |
| 13 | | |
| 7 | |
| Other creditors and miscellaneous liabilities | |
| 7 | | |
| 328 | | |
| 332 | |
| Total current liabilities | |
| | | |
| 19,348 | | |
| 14,058 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| 21,987 | | |
| 14,613 | |
Half-year financial report as of June 30,
2023
Statement
of consolidated operations
| | |
| | |
FOR
THE SIX-MONTH PERIOD
ENDED JUNE 30, | |
| (amounts in thousands of euros, except share and per share data) | |
NOTES | | |
2022 | | |
2023 | |
| Revenue | |
| | | |
| - | | |
| - | |
| Cost of sales | |
| | | |
| - | | |
| - | |
| Gross margin | |
| | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | |
| Research and development expenses, net | |
| 11.1 | | |
| (6,867 | ) | |
| (3,763 | ) |
| General and administrative expenses | |
| 11.2 | | |
| (5,053 | ) | |
| (2,761 | ) |
| Operating loss | |
| | | |
| (11,920 | ) | |
| (6,524 | ) |
| | |
| | | |
| | | |
| | |
| Financial expenses | |
| | | |
| (1,492 | ) | |
| (795 | ) |
| Financial income | |
| | | |
| (14 | ) | |
| 143 | |
| Change in fair value of convertible notes | |
| | | |
| 1,028 | | |
| (589 | ) |
| Net financial expense | |
| 12 | | |
| (478 | ) | |
| (1,241 | ) |
| | |
| | | |
| | | |
| | |
| Loss before taxes | |
| | | |
| (12,398 | ) | |
| (7,764 | ) |
| | |
| | | |
| | | |
| | |
| Income taxes | |
| | | |
| - | | |
| - | |
| Net loss for the period | |
| | | |
| (12,398 | ) | |
| (7,764 | ) |
| | |
| | | |
| | | |
| | |
| Attributable to owners of the company | |
| | | |
| (12,398 | ) | |
| (7,764 | ) |
| Non-controlling interests | |
| | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | |
| Basic and diluted weighted average number of shares outstanding | |
| | | |
| 147,803,141 | | |
| 327,549,006 | |
| Basic loss per share (€/share) | |
| 13 | | |
| (0.08 | ) | |
| (0.02 | ) |
| Diluted loss per share (€/share) | |
| 13 | | |
| (0.08 | ) | |
| (0.02 | ) |
Statement
of consolidated comprehensive loss
| | |
FOR THE SIX-MONTH PERIOD
ENDED JUNE 30, | |
| (amounts in thousands of euros) | |
2022 | | |
2023 | |
| Net loss for the period | |
| (12,398 | ) | |
| (7,764 | ) |
| Items that will not be reclassified to profit or loss | |
| | | |
| | |
| Remeasurements of the defined benefit liability (asset) | |
| 40 | | |
| 23 | |
| Items that will be reclassified to profit or loss | |
| | | |
| | |
| Foreign currency translation adjustment | |
| 46 | | |
| 18 | |
| Other comprehensive income | |
| 86 | | |
| 41 | |
| | |
| | | |
| | |
| Total comprehensive loss | |
| (12,312 | ) | |
| (7,724 | ) |
| | |
| | | |
| | |
| Attributable to owners of the company | |
| (12,312 | ) | |
| (7,724 | ) |
| Non-controlling interests | |
| - | | |
| - | |
Half-year financial report as of June 30, 2023
Statement of changes in consolidated
shareholders’ equity
(amounts
in thousands of euros, except
share data) |
|
Notes | |
Share
capital –
number of
shares | | |
Share
capital | | |
Premiums
related to
the share
capital | | |
Accumulated
deficit
and net
loss | | |
Foreign
currency
translation
adjustment | | |
Share
based
payment | | |
Split
accounting impact related
to convertible
notes and
warrants attached to non-convertible
bonds | | |
Treasury
Shares | | |
Shareholders'
equity -
Attributable
to owners of
the company | | |
Non-controlling
interests | | |
Shareholders'
equity | |
| As of January 1, 2022 |
|
| |
| 135,953,657 | | |
| 27,191 | | |
| 27,781 | | |
| (58,852 | ) | |
| (72 | ) | |
| 8,942 | | |
| 897 | | |
| (51 | ) | |
| 5,835 | | |
| (32 | ) | |
| 5,803 | |
| Net loss for the period |
|
| |
| - | | |
| - | | |
| - | | |
| (12,398 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (12,398 | ) | |
| 0 | | |
| (12,398 | ) |
| Other comprehensive income |
|
| |
| - | | |
| - | | |
| - | | |
| 40 | | |
| 46 | | |
| - | | |
| - | | |
| - | | |
| 86 | | |
| - | | |
| 86 | |
| Total comprehensive income
(loss) |
|
| |
| - | | |
| - | | |
| - | | |
| (12,358 | ) | |
| 46 | | |
| - | | |
| - | | |
| - | | |
| (12,312 | ) | |
| 0 | | |
| (12,312 | ) |
| Conversion of convertible notes |
|
| |
| 27,847,526 | | |
| 5,570 | | |
| 374 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,943 | | |
| - | | |
| 5,943 | |
| Share capital increase |
|
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Exercise of warrants |
|
| |
| 22,320 | | |
| 4 | | |
| 2 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7 | | |
| - | | |
| 7 | |
| Treasury shares movements, net |
|
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3 | ) | |
| (3 | ) | |
| - | | |
| (3 | ) |
| Allocation of premiums to retained
earnings |
|
| |
| - | | |
| - | | |
| (19,748 | ) | |
| 19,748 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Gains and losses, net related
to treasury shares |
|
| |
| - | | |
| - | | |
| - | | |
| (29 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (29 | ) | |
| - | | |
| (29 | ) |
| Impact of IFRS 16 |
|
| |
| - | | |
| - | | |
| - | | |
| 18 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 18 | | |
| - | | |
| 18 | |
| Equity settled share-based payments |
|
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,533 | | |
| - | | |
| - | | |
| 3,533 | | |
| - | | |
| 3,533 | |
| As of June 30, 2022 |
|
| |
| 163,823,503 | | |
| 32,765 | | |
| 8,409 | | |
| (51,474 | ) | |
| (27 | ) | |
| 12,477 | | |
| 896 | | |
| (54 | ) | |
| 2,992 | | |
| (32 | ) | |
| 2,960 | |
| As of January 1, 2023 |
|
| |
| 238,297,642 | | |
| 47,660 | | |
| (1,588 | ) | |
| (63,312 | ) | |
| (25 | ) | |
| 14,510 | | |
| 896 | | |
| (21 | ) | |
| (1,880 | ) | |
| (32 | ) | |
| (1,911 | ) |
| |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the period |
|
| |
| | | |
| - | | |
| - | | |
| (7,764 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,764 | ) | |
| (0 | ) | |
| (7,764 | ) |
| Other comprehensive income |
|
| |
| | | |
| - | | |
| - | | |
| 23 | | |
| 18 | | |
| - | | |
| - | | |
| - | | |
| 41 | | |
| - | | |
| 41 | |
| Total comprehensive income
(loss) |
|
| |
| | | |
| - | | |
| - | | |
| (7,742 | ) | |
| 18 | | |
| - | | |
| - | | |
| - | | |
| (7,724 | ) | |
| (0 | ) | |
| (7,724 | ) |
| Conversion
of convertible notes (1) |
|
| |
| 83,170,323 | | |
| 14,724 | | |
| (10,717 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,007 | | |
| - | | |
| 4,007 | |
| Share capital increase |
|
| |
| 103,717,811 | | |
| 1,037 | | |
| 1,265 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,302 | | |
| - | | |
| 2,302 | |
| Costs incurred in relation to
equity transactions |
|
| |
| - | | |
| - | | |
| (339 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (339 | ) | |
| - | | |
| (339 | ) |
| Exercise of warrants |
|
| |
| 1,597,355 | | |
| 16 | | |
| (15 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1 | | |
| - | | |
| 1 | |
| Capital
decrease (2) |
|
| |
| - | | |
| (59,169 | ) | |
| - | | |
| 59,169 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Allocation
of share premium (3) |
|
| |
| - | | |
| - | | |
| 19,748 | | |
| (19,748 | ) | |
| - | | |
| - | | |
| - | | |
| 2 | | |
| 2 | | |
| - | | |
| 2 | |
| Gains and losses, net related
to treasury shares |
|
| |
| - | | |
| - | | |
| - | | |
| (13 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (13 | ) | |
| - | | |
| (13 | ) |
| Equity settled share-based payments |
|
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 322 | | |
| - | | |
| - | | |
| 322 | | |
| - | | |
| 322 | |
| As of June 30, 2023 |
|
| |
| 426,770,699 | | |
| 4,268 | | |
| 8,354 | | |
| (31,645 | ) | |
| (7 | ) | |
| 14,833 | | |
| 896 | | |
| (19 | ) | |
| (3,322 | ) | |
| (32 | ) | |
| (3,354 | ) |
| (1) | The negative
additional paid-in capital is due to the nominal value of the shares being higher than their
actual value at the time of conversion of the bonds |
| (2) | On April 17,
2023, the Board of Directors decided to reduce the share capital by reducing the par value
of each share form €0.20 to €0.01. |
| (3) | On April 17,
2023, the Board of Directors decided to allocate additional paid-in capital to retained earnings. |
Half-year financial report as of June 30,
2023
Statement of consolidated
cash flows
| | |
| | |
FOR THE
SIX-MONTH PERIOD
ENDED JUNE 30, | |
| (amounts in thousands of euros) | |
NOTES | | |
2022 | | |
2023 | |
| Cash flows from operating activities | |
| | | |
| | | |
| | |
| Net loss for the period | |
| | | |
| (12,398 | ) | |
| (7,764 | ) |
| Adjustments to reconcile net loss to cash flows used in operating activities | |
| | | |
| | | |
| | |
| Amortization and depreciation of intangible and tangible assets | |
| | | |
| 150 | | |
| 256 | |
| Additions of provisions, net of reversals | |
| | | |
| 43 | | |
| (200 | ) |
| Expenses associated with share-based payments | |
| 7 | | |
| 3,533 | | |
| 322 | |
| Gross financial interest paid | |
| 12 | | |
| 1,219 | | |
| 549 | |
| Changes in fair value of convertible notes | |
| 12 | | |
| (1,028 | ) | |
| 589 | |
| Unwinding of conditional advances and other financial expenses | |
| | | |
| 15 | | |
| 12 | |
| Amortized cost of convertible notes and non-convertible bonds | |
| | | |
| 169 | | |
| 149 | |
| Operating cash flows before change in working capital requirements | |
| | | |
| (8,296 | ) | |
| (6,086 | ) |
| (+) Change in working capital requirements (net of depreciation of trade receivables and inventories) | |
| | | |
| (1,965 | ) | |
| (2,075 | ) |
| (Increase) decrease in other non-current financial assets | |
| | | |
| - | | |
| 9 | |
| (Increase) decrease in other receivables | |
| | | |
| (3,646 | ) | |
| 2,018 | |
| Increase (decrease) in trade payables | |
| | | |
| 2,483 | | |
| (3,230 | ) |
| Increase (decrease) in tax and social security liabilities | |
| | | |
| (711 | ) | |
| (876 | ) |
| Increase (decrease) in other creditors and miscellaneous liabilities | |
| | | |
| (92 | ) | |
| 4 | |
| | |
| | | |
| | | |
| | |
| Cash flows (used in) from operating activities | |
| | | |
| (10,261 | ) | |
| (8,204 | ) |
| | |
| | | |
| | | |
| | |
| Cash flows used in investing activities | |
| | | |
| | | |
| | |
| Acquisition of intangible and tangible assets | |
| | | |
| (22 | ) | |
| (90 | ) |
| Interests on investment accounts | |
| | | |
| | | |
| | |
| (Increase) decrease of other current financial assets | |
| | | |
| 344 | | |
| (695 | ) |
| Sale of term deposit classified as other non-current financial assets | |
| | | |
| 12 | | |
| 8 | |
| Cash flows (used in) from investing activities | |
| | | |
| 333 | | |
| (777 | ) |
| | |
| | | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | | |
| | |
| Proceeds from share capital increase | |
| 6 | | |
| - | | |
| 2,303 | |
| Costs paid in relation to equity transactions | |
| 6 | | |
| - | | |
| (339 | ) |
| Exercise of warrants (BSA) and founders’ warrants (BSPCE) | |
| | | |
| 7 | | |
| - | |
| Proceeds of subsidies | |
| | | |
| 153 | | |
| - | |
| Proceeds of the prefinanced CIR receivables, net of guarantee deposit | |
| 3 | | |
| - | | |
| 1,059 | |
| Proceeds from conditional advances | |
| | | |
| 4 | | |
| - | |
| Repayment of conditional advances | |
| | | |
| (149 | ) | |
| (165 | ) |
| Financial interest paid | |
| | | |
| (687 | ) | |
| (246 | ) |
| Proceeds from the issuance of non-convertible bonds and convertible notes | |
| 8 | | |
| 8,000 | | |
| 1,890 | |
| Repayment of non-convertible bonds | |
| 8 | | |
| (1,259 | ) | |
| (615 | ) |
| Repayment of lease liabilities | |
| 8 | | |
| - | | |
| (144 | ) |
| Cost incurred in relation to the issuance of convertible notes and non-convertible bonds | |
| | | |
| (380 | ) | |
| (55 | ) |
| Cash flows (used in) from financing activities | |
| | | |
| 5,689 | | |
| 3,691 | |
| Net effect of exchange rate changes on cash and cash equivalents | |
| | | |
| 58 | | |
| (24 | ) |
| Decrease in cash and cash equivalents | |
| | | |
| (4,181 | ) | |
| (5,272 | ) |
| | |
| | | |
| | | |
| | |
| Cash and cash equivalents at the beginning of the period | |
| 4 | | |
| 23,926 | | |
| 11,053 | |
| Cash and cash equivalents at the end of the period | |
| 4 | | |
| 19,745 | | |
| 5,782 | |
Half-year financial report as of June 30, 2023
Notes to the unaudited interim condensed consolidated financial
statements
The following information constitutes the Notes
to the condensed interim financial statements for the six-month period ended June 30, 2023 with comparative information for the
year ended December 31, 2022 for balance sheet items and for the six-month period ended June 30, 2022 for income statement
items.
The unaudited condensed consolidated interim
financial statements of Biophytis, or the “Financial Statements”, have been prepared under the responsibility of management
of the Company and were approved and authorized for issuance by the Company’s Board of Directors on September 27, 2023.
Unless otherwise indicated, the unaudited condensed
consolidated interim financial statements are presented in thousands of euros. Certain amounts may be rounded for the purpose of calculating
the financial information contained in the unaudited condensed interim consolidated financial statements. Consequently, the totals in
certain tables may not correspond exactly to the sum of the preceding figures.
Biophytis and its subsidiaries are referred to
hereinafter as “Biophytis,” or the “Company”.
Note 1: Accounting
principles, rules and methods
1.1 Statement
of compliance
In accordance with European regulation 16/06/2002
of July 19, 2002 on international accounting standards, the Company's unaudited condensed interim consolidated financial statements
for the six months ended June 30, 2023 have been prepared in accordance with current international accounting standards, as adopted
by the European Union ("IFRS") and IFRS standards as published by the IASB (International Accounting Standards Board). These
standards include the International Accounting Standards (IAS/IFRS), the interpretations of the Standard Interpretations Committee (SIC)
and the International Financial Reporting Interpretations Committee (IFRIC) as published by the International Accounting Standards Board
(IASB) as at June 30, 2023 and applicable at that date.
The unaudited condensed consolidated financial
statements for the six months ended June 30, 2023 have been prepared in accordance with IAS 34 - Interim Financial Reporting, as
adopted by the European Union, and IFRS standards as published by the IASB (International Accounting Standards Board) which allows a
selection of explanatory notes to be presented. As they are condensed financial statements, they do not include all the information required
by IFRS and should be read in conjunction with the Company's annual IFRS consolidated financial statements for the year ended December 31,
2022 (the "Annual Financial Statements").
1.2 Going concern
The Board of Directors approved the Financial
Statements on a going concern basis despite the loss of (7,8) million euros for the six-month period ended June 30, 2023. This analysis
takes into account :
| - | Cash and cash equivalents as of June 30,
2023 amounted to 5.8 million euros; and |
| - | The potential use of a funding line of
convertible notes established in June 2021 with Atlas that could generate up to 20 million
euros of additional funding (8 tranches with a nominal value of 4 million euros each, the
first and the second tranches have been issued in April, June and October 2022,
respectively). |
The Company believes that the level of cash and
cash equivalents, supplemented by the use of existing financing facilities, is sufficient to cover the Company's cash requirements for
the next 12 months from the balance sheet date.
Half-year financial report as of June 30, 2023
1.3 Accounting
methods
The accounting principles adopted for the Financial
Statements as of and for the six-month period ended June 30, 2023 are the same as for the year ended December 31, 2022 with
the exception of the specific provisions for the preparation of interim financial statement.
Standards, amendments and interpretations
published by the IASB for mandatory application from 1 January 2023
The main standards and amendments in force, whose
application will be compulsory from January 1, 2023 within the European Union, are as follows:
| · | IFRS
17 on insurance contracts; |
| · | Disclosure
of accounting policies - Amendment to IAS 1 and IFRS Practice Statement 2; |
| · | Definition
of accounting estimates - Amendment to IAS 8; and |
| · | Deferred
tax relating to assets and liabilities arising from the same transaction - Amendment to IAS
12. |
These standards and amendments did not have a
material impact on the Company's condensed interim consolidated financial statements. At 30 June 2023, the IASB had not published
any additional amendments that could have an impact on the Company's consolidated financial statements.
Significant standards, amendments and interpretations
published by the IASB but not yet mandatory
No standards, amendments or interpretations which have been published
by the IASB, but not yet adopted by the European Union and which are not yet applicable at June 30, 2023 could have a significant
impact on the financial statements of the company.
1.4 Translation of the financial statements
of foreign subsidiaries
The financial statements of entities whose functional
currency is not the euro are translated as follows:
| · | assets
and liabilities are converted using the closing rate of the period; |
| · | income
statement items are translated using the average rate of the period as long as it is not
called into question by significant changes in rate; and |
| · | equity
items are converted using the historical rate. |
The exchange differences arising on translation
are recognized in Other Comprehensive Income. They are reclassified as profit or loss upon total or partial exit with loss of control
of the entity.
Half-year financial report as of June 30, 2023
The exchange rates used for the preparation of
the Financial Statements are as follows:
| |
Closing
rate
AS OF | | |
Average
rate for the
Six-month period ended | |
| EXCHANGE RATE | |
DECEMBER
31, 2022 | | |
JUNE 30,
2023 | | |
JUNE 30,
2022 | | |
JUNE 30,
2023 | |
| BRL | |
| 5.6386 | | |
| 5.2788 | | |
| 5.5565 | | |
| 5.4827 | |
| USD | |
| 1.0666 | | |
| 1.0866 | | |
| 1.0934 | | |
| 1.0807 | |
1.5 Use of
judgments and estimates
The preparation of financial statements requires
management to make reasonable estimates and assumptions based on information available at the date the financial statements are finalized.
These estimates and assumptions may affect the reported amounts of assets, liabilities and expenses in the financial statements, and
the disclosure of contingent assets and liabilities at the date of review of the financial statements.
In preparing the condensed interim consolidated
financial statements, the main judgements made by management and the main assumptions used are the same as those applied in preparing
the annual financial statements for the year ended December 31, 2022.
These estimates are based on the going concern
assumption and are prepared on the basis of the information available at the time.
The international geopolitical and economic situation
has not led to the use of any significant new estimates or judgements in the first half of 2023.
Note 2: Leases
| (Amounts in thousands of euros) | |
12/31/2022 | | |
Increase | | |
Decrease | | |
06/30/2023 | |
| Right of use | |
| 770 | | |
| - | | |
| - | | |
| 770 | |
| Amortization of right of use | |
| (307 | ) | |
| (139 | ) | |
| - | | |
| (446 | ) |
| Net value of right of use | |
| 464 | | |
| (139 | ) | |
| 0 | | |
| 324 | |
Rights of use mainly relate to the lease
of the head office and leases of laboratory equipment. These rights of use are amortized over the residual term of the contracts.
Note 3: Other
receivables
| (Amounts in thousands of euros) | |
12/31/2022 | | |
06/30/2023 | |
| Research Tax Credit (CIR) | |
| 3,904 | | |
| 4,144 | |
| Value added tax | |
| 956 | | |
| 647 | |
| Prepaid expenses | |
| 1,574 | | |
| 152 | |
| Trade payables – prepayments and trade debtors | |
| 488 | | |
| 209 | |
| Others | |
| 12 | | |
| 12 | |
| Total other receivables | |
| 6,934 | | |
| 5,162 | |
The French Research Tax Credit ("CIR")
at June 30, 2023 includes the CIR for the year ended December 31, 2022 (€3,364 thousand) for which repayment has been
requested by the Company. The CIR is estimated on the basis of expenses incurred and eligible for the tax credit. The 2022 CIR was pre-financed
to the tune of 2,414 thousand euros by the Predirec Innovation 3 common securitization fund with Neftys as arranger. Consequently, the
Company recorded a liability corresponding to the amount due to NEFTYS upon collection of the CIR recognized at amortized cost in accordance
with IFRS 9 (see note 8) and a financial asset for the amounts taken by NEFTYS from the assigned receivables.
Half-year financial report as of June 30,
2023
Note 4: Cash
and cash equivalents
Cash and cash equivalents are broken down as
follows:
| (amounts in thousands of euros) | |
AS OF
DECEMBER 31,
2022 | | |
AS
OF JUNE
30, 2023 | |
| Bank accounts | |
| 6,060 | | |
| 1,793 | |
| Short-term deposits | |
| 4,993 | | |
| 3,989 | |
| Total cash and cash equivalents | |
| 11,053 | | |
| 5,782 | |
On June 30, 2023, the Company had a term
deposit of 4 million euros maturing on July 28 2023 and bearing interest at 2.02%. As this term deposit meets the requirements of
IAS 7.6 and IAS 7.7, i.e. short-term, liquid investments that can be drawn down quickly, it has been classified as cash and cash equivalents.
Note 5: Financial
assets and liabilities and impacts on consolidated statement of profit or loss
The Company’s financial assets and liabilities
are measured as follows as of December 31, 2022 :
| | |
AS
OF DECEMBER 31, 2022 | |
| | |
| | |
| | |
Value - Statement of financial | |
| | |
Value - | | |
| | |
position (IFRS 9) | |
| | |
Statement of | | |
| | |
Fair value | | |
| |
| | |
financial | | |
| | |
through profit | | |
Amortized | |
| (amounts in thousands of euros) | |
position | | |
Fair value | | |
or loss | | |
cost | |
| Non-current financial assets | |
| 173 | | |
| 173 | | |
| | | |
| 173 | |
| Other receivables | |
| 6,934 | | |
| 6,934 | | |
| - | | |
| 6,934 | |
| Other current financial assets | |
| 590 | | |
| 590 | | |
| - | | |
| 590 | |
| Cash and cash equivalents | |
| 11,053 | | |
| 11,053 | | |
| 11,053 | | |
| - | |
| Total financial assets | |
| 18,749 | | |
| 18,749 | | |
| 11,053 | | |
| 7,696 | |
| Non-current financial liabilities | |
| 4,367 | | |
| 4,117 | | |
| - | | |
| 4,367 | |
| Current financial liabilities | |
| 10,177 | | |
| 10,308 | | |
| 6,660 | | |
| 3,552 | |
| Current derivative financial instruments | |
| 13 | | |
| 13 | | |
| 13 | | |
| - | |
| Trade payables | |
| 6,940 | | |
| 6,940 | | |
| - | | |
| 6,940 | |
| Tax and social liabilities | |
| 1,780 | | |
| 1,780 | | |
| - | | |
| 1,780 | |
| Miscellaneous liabilities | |
| 328 | | |
| 328 | | |
| - | | |
| 328 | |
| Total financial liabilities | |
| 23,640 | | |
| 23,485 | | |
| 6,673 | | |
| 16,967 | |
Half-year financial report as of June 30, 2023
The Company’s financial assets and liabilities
are measured as follows as of June 30, 2023 :
| | |
AS
OF JUNE 30, 2023 | |
| | |
| | |
| | |
Value - Statement of financial | |
| | |
Value - | | |
| | |
position (IFRS 9) | |
| | |
Statement of | | |
| | |
Fair value | | |
| |
| | |
financial | | |
| | |
through profit | | |
Amortized | |
| (amounts in thousands of euros) | |
position | | |
Fair value | | |
or loss | | |
cost | |
| Non-current financial assets | |
| 164 | | |
| 164 | | |
| - | | |
| 164 | |
| Other receivables | |
| 5,152 | | |
| 5,152 | | |
| - | | |
| 5,152 | |
| Other current financial assets | |
| 432 | | |
| 432 | | |
| - | | |
| 432 | |
| Cash and cash equivalents | |
| 5,782 | | |
| 5,782 | | |
| 5,782 | | |
| - | |
| Total financial assets | |
| 11,530 | | |
| 11,530 | | |
| 5,782 | | |
| 5,748 | |
| Non-current financial liabilities | |
| 3,721 | | |
| 3,710 | | |
| - | | |
| 3,721 | |
| Current financial liabilities | |
| 9,105 | | |
| 8,947 | | |
| 5,054 | | |
| 4,052 | |
| Current derivative financial instruments | |
| 7 | | |
| 7 | | |
| 7 | | |
| - | |
| Trade payables | |
| 3,711 | | |
| 3,711 | | |
| - | | |
| 3,711 | |
| Tax and social liabilities | |
| 904 | | |
| 904 | | |
| - | | |
| 904 | |
| Miscellaneous liabilities | |
| 332 | | |
| 332 | | |
| - | | |
| 968 | |
| Total financial liabilities | |
| 17,779 | | |
| 17,611 | | |
| 5,061 | | |
| 13,356 | |
The impact of the Company’s financial assets
and liabilities on the consolidated statement of profit or loss are as follows for the six-month period ended June 30, 2022 and
2023:
| | |
AS
OF JUNE 30, 2022 | | |
AS OF JUNE
30, 2023 | |
| (amounts in thousands of euros) | |
Interest | | |
Change
in fair
value | | |
Interest | | |
Change
in fair
value | |
| Profit or loss impact of liabilities | |
| | |
| | |
| | |
| |
| Derivative financial instruments | |
| - | | |
| 1,262 | | |
| - | | |
| 6 | |
| Liabilities at amortized cost: non-convertible bonds | |
| (1,004 | ) | |
| - | | |
| (724 | ) | |
| - | |
| Liabilities at fair value: convertible notes | |
| - | | |
| 1,028 | | |
| - | | |
| (589 | ) |
| Liabilities at amortized cost: advances | |
| (15 | ) | |
| - | | |
| (31 | ) | |
| - | |
Note 6: Share
capital
| | |
AS OF
DECEMBER 31,
2022 | | |
AS
OF JUNE
30, 2023 | |
| Share capital (in thousands
of euros) | |
| 47,660 | | |
| 4,268 | |
| Number of outstanding shares | |
| 238,297,642 | | |
| 426,770,699 | |
| Nominal value per share (in euros) | |
| 0,20 | € | |
| 0,01 | € |
During the six months ended June 30, 2023
:
| - | 124 bonds held by Atlas Capital were converted
into new shares generating the issue of 83,170,323 shares, representing a capital increase
of €14,724 thousand and an issue premium of €(10,717) thousand (based on the fair
value of the shares issued at the date of conversion). |
| - | Following the exercise of warrants during
the period, the share capital was increased by €101 through the issue of 5,963 new shares,
with a total issue premium of €417. |
Half-year financial report as of June 30, 2023
| - | On April 17, 2023, the Board of Directors
decided to reduce the Company's share capital by a total of €59.2 million, by reducing
the par value of each share from €0.20 to €0.01 and by deducting this amount from
retained earnings. |
| - | On May 11, 2023, the Company carried
out a capital increase for a net amount of €1,963 thousand (including €339 thousand
in capital increase costs) by issuing 103,717,811 new ordinary shares with a par value of
€0.01. This represents a capital increase of €1,037 thousand and a share premium
of €926 thousand. |
In addition, the General Meeting of April 17,
2023 decided to increase the "share premium" account by €19,748 thousand, by offsetting the "retained earnings"
account.
Note 7: Warrants
and founders’ warrants
BSA warrants issued to investors
| | | |
| |
Number of outstanding warrants | | |
Number of | |
| Type | | |
Grant date | |
As
of
January 1,
2023 | | |
Granted | | |
Exercised | | |
Lapsed | | |
As
of June 30, 2023 | | |
shares
which can
be
subscribed | |
| Warrants
2020 | | |
04/07/2020 | |
| 2,469,969 | | |
| - | | |
| (6,021 | ) | |
| | | |
| 2,463,948 | | |
| 2,463,948 | |
| Total | | |
| |
| 2,469,969 | | |
| - | | |
| (6,021 | ) | |
| | | |
| 2,463,948 | | |
| 2,463,948 | |
In April 2020, the Company decided to carry
out a public offering of warrants. The main aim of the operation is to involve investors in the COVA program and in the Company's future
development. At the end of the operation, 7,475,708 warrants were issued after the extension clause had been fully exercised. The subscription
price was €0.06 per warrant. The warrants may be exercised over a period of 5 years from April 30, 2020, at an exercise price
of 0.27 euro per new share. Each warrant entitles its holder to subscribe to one new ordinary share in the Company.
BSA warrants issued pursuant to equity-compensation
plan
The following table summarizes the data related
to the warrants issued pursuant to equity-compensation plans as well as the assumptions adopted for valuation in accordance with IFRS
2:
| | | |
| |
Characteristics | | |
Assumptions | |
IFRS2 Initial
valuation
(Black- | |
| Type | | |
Grant date | |
Number
of
warrants
granted | | |
Maturity
date |
| |
Exercise
price | | |
Volatility | | |
Risk-free
rate | | |
Scholes) in
thousands of
euros | |
| BSA
2021 | | |
06/17/2022 | |
| 398,476 | | |
06/17/2028 |
| |
€ | 0.097 | | |
| 63 | % | |
| 0.62 | % | |
| 17 | |
| BSA
2022 | | |
04/14/2023 | |
| 927,333 | | |
04/14/2029 |
| |
€ | 0.054 | | |
| 74 | % | |
| 2.79 | % | |
| 12 | |
On 14 April 2023, the Company allocated
927,333 BSA2022 giving entitlement to subscribe for one new ordinary share with a par value of one euro cent (€0.01). The issue
price is €0.0027 and the exercise price is €0.0544. The BSA2022 exercise period is divided into 3 tranches: 1/3 of the BSAs
may be exercised immediately, 1/3 of the BSAs may be exercised 1 year after the grant date and 1/3 of the BSAs may be exercised 2 years
after the grant date. No condition of presence is attached to the 2022 warrants.
Half-year financial report as of June 30, 2023
Changes in the number of warrants in circulation
at 30 June 2023 can be analyzed as follows:
| |
|
|
|
|
|
Number
of outstanding warrants |
|
|
Number
of |
|
| Type |
|
|
Grant
date |
|
As
of
January 1,
2023
|
|
|
Granted |
|
|
Exercised |
|
Lapsed |
|
|
As
of
June 30,
2023 |
|
|
shares which
can be
subscribed |
|
| BSA-2021 |
|
|
06/17/2022 |
|
|
398,476 |
|
|
- |
|
|
- |
|
- |
|
|
398,476 |
|
|
398,476 |
|
| BSA 2022 |
|
|
04/14/2023 |
|
|
- |
|
|
927,223 |
|
|
- |
|
- |
|
|
927,233 |
|
|
927,223 |
|
| Total |
|
|
|
|
|
398,476 |
|
|
927,223 |
|
|
- |
|
- |
|
|
1,325,699 |
|
|
1,325,699 |
|
BSA warrants issued to Kreos Group
See Note 8.2.2 Issuance of convertible and non-convertible
bonds to Kreos – Contract 2021.
Founders’ warrants (“BSPCE”)
The following table summarizes the data related
to BSPCE founder’s warrants issued as well as the assumptions used for valuation in accordance with IFRS 2:
| | |
| |
Characteristics | | |
| Assumptions | | |
|
IFRS 2 Initial | |
| | |
| |
| | | |
| |
| |
| | | |
| | | |
| | | |
| valuation | |
| | |
| |
| Number
of | | |
| |
| |
| | | |
| | | |
| | | |
| (Black-Scholes) | |
| | |
| |
| warrants | | |
Maturity | |
Expected | |
| Exercise | | |
| | | |
| Risk-free | | |
| in
thousands of | |
| Type | |
Grant date | |
| granted | | |
date | |
term | |
| price | | |
| Volatility | | |
| rate | | |
| euros | |
| BSPCE2019-1 | |
04/03/2020 | |
| 1,333,333 | | |
03/04/2026 | |
2 years | |
| 0.27 | € | |
| 48.36 | % | |
| -0.62 | % | |
| 674 | |
| BSPCE2019-2 | |
04/03/2020 | |
| 666,667 | | |
03/04/2026 | |
4 years | |
| 0.27 | € | |
| 53.32 | % | |
| -0.56 | % | |
| 356 | |
| BSPCE2020-1 | |
12/22/2020 | |
| 999,393 | | |
22/12/2026 | |
2 years | |
| 0.47 | € | |
| 57.80 | % | |
| -0.77 | % | |
| 508 | |
| BSPCE2020-2 | |
12/22/2020 | |
| 499,696 | | |
22/12/2026 | |
4 years | |
| 0.47 | € | |
| 57.91 | % | |
| -0.77 | % | |
| 284 | |
| BSPCE2021-1 | |
09/15/2021 | |
| 2 919
415 | | |
15/09/2027 | |
1 year | |
| 0.73 | € | |
| 79.11 | % | |
| -0.73 | % | |
| 677 | |
| BSPCE2021-2 | |
09/15/2021 | |
| 1 459
707 | | |
15/09/2027 | |
2 years | |
| 0.73 | € | |
| 106.04 | % | |
| -0.75 | % | |
| 595 | |
Activity for BSPCE founder’s warrants that were outstanding
during the six-month period ended June 30, 2023 are summarized in the table below:
| | | |
| | | |
|
Number
of outstanding warrants | | |
| Number
of | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| shares | |
| | | |
| | | |
| As
of | | |
| | | |
| | | |
| | | |
| As
of | | |
| which
can | |
| | | |
| | | |
| January 1, | | |
| | | |
| | | |
| | | |
| June 30, | | |
| be | |
| Type | | |
| Grant
date | | |
| 2023 | | |
| Granted | | |
| Exercised | | |
| Lapsed | | |
| 2023 | | |
| subscribed | |
| BSPCE2019-1 | | |
| 04/03/2020 | | |
| 831,298 | | |
| - | | |
| - | | |
| (76,469 | ) | |
| 754,828 | | |
| 754,828 | |
| BSPCE2019-2 | | |
| 04/03/2020 | | |
| 590,542 | | |
| - | | |
| - | | |
| (38,235 | ) | |
| 552,007 | | |
| 552,007 | |
| BSPCE2020-1 | | |
| 12/22/2020 | | |
| 640,803 | | |
| - | | |
| - | | |
| (155,809 | ) | |
| 484,993 | | |
| 484,993 | |
| BSPCE2020-2 | | |
| 12/22/2020 | | |
| 353,643 | | |
| - | | |
| - | | |
| (77,905 | ) | |
| 275,738 | | |
| 275,738 | |
| BSPCE2021-1 | | |
| 09/15/2021 | | |
| 2,581,393 | | |
| - | | |
| - | | |
| (591,387 | ) | |
| 1,990,007 | | |
| 1,990,007 | |
| BSPCE2021-2 | | |
| 09/15/2021 | | |
| 1,290,697 | | |
| - | | |
| - | | |
| (295,693 | ) | |
| 995,003 | | |
| 995,003 | |
| Total | | |
| | | |
| 6,288,073 | | |
| - | | |
| - | | |
| (1,238,498 | ) | |
| 5,052,576 | | |
| 5,052,576 | |
Half-year financial report as of June 30,
2023
Free shares
| | |
| |
| | | |
|
| | |
| IFRS
2 Initial | |
| | |
| |
| Characteristics | | |
| Assumptions | | |
| valuation
(Black- | |
| | |
| |
| Number
of | | |
| | | |
| | | |
| | | |
| | | |
| Scholes)
in | |
| | |
| |
| free
shares | | |
| Maturity
| | |
| Exercise | | |
| | | |
| Risk
free - | | |
| thousands
of | |
| Type | |
Grant
date | |
| granted | | |
| date | | |
| price | | |
| Volatility | | |
| rate | | |
| euros | |
| Free
shares 2021-2 | |
04/25/2021 | |
| 1,591,334 | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| 271 | |
| Free
shares 2022 | |
04/14/2023 | |
| 18,904,158 | | |
| N/A | | |
| N/A | | |
| N/A | | |
| N/A | | |
| 775 | |
| Total | |
| |
| 20,495,492 | | |
| | | |
| | | |
| | | |
| | | |
| 1,046 | |
Activity for the unvested free shares that were outstanding during
the six-month period ended June 30, 2023 are summarized in the table below:
| | |
| |
|
Number of unvested free shares | |
| | |
| |
| Unvested
free | | |
| | | |
| | | |
| | | |
| Unvested
free | |
| | |
| |
| shares
as of | | |
| | | |
| | | |
| | | |
| shares
as of | |
| Type | |
Grant date | |
| January 1,
2023 | | |
| Granted | | |
| Vested | | |
| Cancelled | | |
| June 30,
2023 | |
| Free
shares 2021-2 | |
04/25/2021 | |
| 1,591,334 | | |
| - | | |
| (1,591,334 | ) | |
| - | | |
| - | |
| Free
shares 2022 | |
04/14/2023 | |
| - | | |
| 18,904,158 | | |
| - | | |
| - | | |
| 18,904,158 | |
| Total | |
| |
| 1,591,334 | | |
| 18,904,158 | | |
| - | | |
| - | | |
| 18,904,158 | |
On April 14, 2023, the Company granted 18,904,158
free shares allowing beneficiaries to receive one free ordinary share in the Company. Free shares 2022s are subject to a one-year presence
condition and a one-year holding period.
Stock-based compensation expense recognized for the periods presented
(amounts in thousands of euros)
| | |
|
SIX-MONTH PERIOD ENDED JUNE 30, 2022 | | |
| SIX-MONTH
PERIOD ENDED JUNE 30, 2023 | |
| | |
| | | |
| Cumulative | | |
| | | |
| | | |
| | | |
| Cumulative | | |
| | | |
| | |
| | |
| Probabilistic
| | |
| expenses
- | | |
| | | |
| Cumulative
| | |
| Probabilistic
| | |
| expenses
- | | |
| | | |
| Cumulative
| |
| | |
| cost
of the | | |
| beginning
| | |
| Expense
for | | |
| expense
to | | |
| cost
of the | | |
| beginning
| | |
| Expense
for | | |
| expense
to | |
| Type | |
| plan
| | |
| of
period | | |
| the
period | | |
| date | | |
| plan | | |
| of
period | | |
| the
period | | |
| date | |
| BSA2021 | |
| 17 | | |
| - | | |
| 17 | | |
| 17 | | |
| 17 | | |
| 17 | | |
| - | | |
| 17 | |
| BSA2022 | |
| - | | |
| - | | |
| - | | |
| - | | |
| 12 | | |
| - | | |
| 12 | | |
| 12 | |
| BSPCE2019--1 | |
| 646 | | |
| 572 | | |
| 74 | | |
| 646 | | |
| 646 | | |
| 646 | | |
| - | | |
| 646 | |
| BSPCE2019-2 | |
| 297 | | |
| 111 | | |
| 56 | | |
| 166 | | |
| 293 | | |
| 209 | | |
| 28 | | |
| 237 | |
| BSPCE2020-1 | |
| 433 | | |
| 341 | | |
| 50 | | |
| 390 | | |
| 438 | | |
| 438 | | |
| - | | |
| 438 | |
| BSPCE2020-2 | |
| 197 | | |
| 43 | | |
| 32 | | |
| 75 | | |
| 165 | | |
| 101 | | |
| 2 | | |
| 104 | |
| BSPCE2021-1 | |
| 639 | | |
| 431 | | |
| 145 | | |
| 576 | | |
| 640 | | |
| 640 | | |
| - | | |
| 640 | |
| BSPCE2021-2 | |
| 503 | | |
| 77 | | |
| 121 | | |
| 198 | | |
| 401 | | |
| 328 | | |
| 31 | | |
| 359 | |
| Free
shares2020 | |
| 2,301 | | |
| 1,184 | | |
| 565 | | |
| 1,749 | | |
| 2,301 | | |
| 2,301 | | |
| - | | |
| 2,301 | |
| Free
shares2021-1 | |
| 4,907 | | |
| 1,447 | | |
| 2,425 | | |
| 3,872 | | |
| 4,907 | | |
| 4,907 | | |
| - | | |
| 4,907 | |
| Free
shares2021-2 | |
| 271 | | |
| - | | |
| 49 | | |
| 49 | | |
| 271 | | |
| 186 | | |
| 86 | | |
| 271 | |
| Free
shares2022 | |
| - | | |
| - | | |
| - | | |
| - | | |
| 775 | | |
| - | | |
| 163 | | |
| 163 | |
| Total | |
| 10,211 | | |
| 4,206 | | |
| 3,533 | | |
| 7,739 | | |
| 10,865 | | |
| 9,772 | | |
| 322 | | |
| 10,094 | |
Half-year
financial report as of June 30, 2023
Note
8 : Borrowings and financial liabilities
| (amounts in thousands of euros) | |
AS OF
DECEMBER 31,
2022 | | |
AS OF
JUNE 30,
2023 | |
| Conditional advances | |
| 664 | | |
| 559 | |
| Non-convertible bonds | |
| 1,721 | | |
| 1,122 | |
| Convertible bonds | |
| 1,792 | | |
| 1,877 | |
| Non-current lease obligations | |
| 190 | | |
| 163 | |
| Non-current financial liabilities | |
| 4,367 | | |
| 3,721 | |
| Non-current derivative financial instruments | |
| - | | |
| - | |
| Conditional advances | |
| 418 | | |
| 371 | |
| Non-convertible bonds | |
| 1,017 | | |
| 1,131 | |
| Convertible notes | |
| 6,462 | | |
| 5,054 | |
| Financial liabilities related to the prefinancing of a portion of the research tax credit receivables | |
| 2,035 | | |
| 2,314 | |
| Current lease obligations | |
| 280 | | |
| 170 | |
| Accrued interest payable | |
| - | | |
| 66 | |
| Current financial liabilities | |
| 10,213 | | |
| 9,104 | |
| Current derivative financial instruments | |
| 13 | | |
| 7 | |
Breakdown of financial debt at 30
June 2023 by maturity, at balance sheet value :
| | |
AS OF
JUNE 30, | | |
Current | | |
Non-current | |
| (amounts in thousands of euros) | |
2023 | | |
<
1 year | | |
1 to
5 years | | |
>
5 years | |
| Conditional advances | |
| 929 | | |
| 371 | | |
| 559 | | |
| - | |
| Non-convertible bonds | |
| 2,253 | | |
| 1,131 | | |
| 1,122 | | |
| - | |
| Convertible notes | |
| 6,931 | | |
| 5,054 | | |
| 1,877 | | |
| - | |
| Lease liabilities | |
| 333 | | |
| 170 | | |
| 163 | | |
| - | |
| Financial liabilities related to the prefinancing of a portion of the research tax credit receivables | |
| 2,314 | | |
| 2,314 | | |
| - | | |
| - | |
| Accrued interest payable | |
| 66 | | |
| 66 | | |
| - | | |
| - | |
| Total financial liabilities | |
| 12,825 | | |
| 9,104 | | |
| 3,721 | | |
| - | |
| Derivative financial instruments | |
| 7 | | |
| 7 | | |
| - | | |
| - | |
8.1 Conditional advances
| (amounts in thousands of euros) | |
BPI – BIO101 | | |
AFM -
Téléthon | | |
BPI – BIO201 | | |
Total | |
| As of January 1, 2023 | |
| 324 | | |
| 385 | | |
| 373 | | |
| 1,083 | |
| (+) Proceeds from conditional advances | |
| - | | |
| - | | |
| - | | |
| - | |
| (-) Repayment | |
| (165 | ) | |
| - | | |
| - | | |
| (165 | ) |
| Subsidies | |
| - | | |
| - | | |
| - | | |
| - | |
| Financial expenses | |
| 6 | | |
| 4 | | |
| 3 | | |
| 13 | |
| Others | |
| - | | |
| (2 | ) | |
| - | | |
| (2 | ) |
| As of June 30, 2023 | |
| 165 | | |
| 387 | | |
| 377 | | |
| 929 | |
Half-year financial report as of June 30,
2023
Breakdown of conditional advances by maturity
in repayment value
| (amounts in thousands of euros) | |
BPI – BIO 101 | | |
AFM -
Téléthon | | |
BPI – BIO 201 | | |
Total | |
| As of June 30, 2023 | |
| 165 | | |
| 387 | | |
| 377 | | |
| 929 | |
| <1 year | |
| 165 | | |
| 193 | | |
| 14 | | |
| 373 | |
| 1 year to 5 year | |
| - | | |
| 193 | | |
| 363 | | |
| 566 | |
| >5 years | |
| - | | |
| - | | |
| - | | |
| - | |
8.2 Convertible notes and non-convertible
bonds
8.2.1 Issuance of convertible notes to ATLAS
– 2021 Atlas Contract
| (Amounts in thousands of euros) | |
ATLAS
ORNANE -
2021 | |
| As of January 1, 2023 | |
| 6 462 | |
| (+) Gross proceeds (1) | |
| 2000 | |
| (+/-) Change in fair value of financial liabilities | |
| 595 | |
| (-) Conversion | |
| (4 003 | ) |
| As of June 30, 2023 | |
| 5 054 | |
(1) Net
proceeds of €1,890 thousand (subscription price of 96% of the par value of €2,000 thousand) less expenses of €30 thousand.
In June 2021, the Company signed a new convertible
bond financing of up to 32 million euros with Atlas Special Opportunities LLC (the “2021 Atlas Contract”) to continue the
development of Sarconeos (BIO 101) through the issuance of multiple convertible notes. This three-year contract provides for the issue
of a maximum of 1,280 bonds with an option to be exchanged for cash and/or converted into new or existing shares (ORNANE) in eight successive
tranches of €4 million each.
The agreement imposes certain operational and
financial restrictions. These covenants may limit the ability of the parent company and its subsidiaries, in certain circumstances, to,
among other things, incur additional debt, create or incur liens, sell or transfer assets and pay dividends. These covenants were met
at 30 June 2023. The agreement also contains certain customary covenants and events of default, including in the event of a change
of control.
Main characteristics of the ORNANE ATLAS 2021
The ORNANE will have a par value of 25 000 euros.
They will not bear interest and will have a 24-month maturity from issuance. The holder of ORNANE may request at any time to convert
them into shares during their maturity period, and the Company shall have the right to redeem the ORNANE in cash. In case of cash redemption,
the amount reimbursed will be limited to 110% of the principal. At the end of the maturity period, and in the case where the ORNANE would
not have been redeemed either in cash or in new or existing shares, the holder will have the obligation to convert the ORNANE.
The holder can ask to convert the ORNANE at any
time at the conversion parity determined by the following formula: N = CA / CP, where
| · | “N”
is the number of shares yielded by the conversion, |
| · | “CA”
is the par value of the ORNANEs (i.e., 25,000 euros each), |
| · | “CP”
is the conversion price (i.e., the lowest stock market price observed over the 10 days preceding
the conversion request). |
Half-year
financial report as of June 30, 2023
On the day of the conversion request, the Company
may redeem the ORNANE in cash using the following formula: V = (CA/CP) * CPr, where
| · | “V”
is the amount to be redeemed to the holder. |
| · | “CPr”
is the revised price. |
The revised price is the lowest price between
(i) the volume weighted average price over the 10 trading days preceding the date on which conversion is requested and (ii) P*1.10
Accounting treatment:
The Company determined that it could not reliably
estimate separately the fair value of the conversion option embedded in the convertible bonds, and therefore concluded that the entire
hybrid contract should be measured at fair value through profit or loss until settlement. Fair value is measured using a binomial valuation
model. As the expected maturity of the bonds is short, the "Day one loss" (including the redemption premium and/or the issue
premium) is immediately recognized in the income statement.
In the first half of 2023, the Company issued
80 ORNANE bonds (second half of the third tranche) for a total of 2 million euros. Issue premiums were paid for 80 thousand euros and
transaction costs for 30 thousand euros. In addition, the whole of Tranche 1, i.e. 160 ORNANE bonds, and 136 ORNANE bonds from Tranche
2 were converted.
The tables below summarizes the key inputs to
measure the fair value of the convertible notes:
| | |
Tranche 2 | |
| ATLAS 2021 | |
At issuance date (June 28, 2022) | | |
June 30, 2023 | |
| Number of outstanding convertible notes | |
| 160 | | |
| 24 | |
| Conversion price | |
| 0.10 | € | |
| 0.02 | € |
| Volatility | |
| 70 | % | |
| 85 | % |
| Risk-free rate | |
| 1.82 | % | |
| 3.78 | % |
| Value of the convertible notes (in thousands of €) | |
| 3,840 | | |
| 659 | |
| | |
Tranche 3 | |
| ATLAS 2021 | |
At issuance date (October 28, 2022) | | |
June 30, 2023 | |
| Number of outstanding convertible notes | |
| 160 | | |
| 160 | |
| Conversion price | |
| 0.04 | € | |
| 0.02 | € |
| Volatility | |
| 70 | % | |
| 85 | % |
| Risk-free rate | |
| 2.81 | % | |
| 3.88 | % |
| Value of the convertible notes (in thousands of €) | |
| 3,840 | | |
| 4,394 | |
Half-year
financial report as of June 30, 2023
8.2.2 Issuance of convertible and non-convertible bonds to Kreos
– Contract 2021
(financial liabilities in thousand
euros) | |
KREOS 2021
Non-Convert.
Tranches | | |
KREOS 2021
Convert.
Tranches | | |
KREOS 2021
Bifurcated
derivatives | | |
KREOS 2021
BSA 2018
Buyback | | |
KREOS 2021
day one
gain | | |
Total | |
| As of December 31, 2022 (As restated) | |
| 2,687 | | |
| 1,792 | | |
| 13 | | |
| (48 | ) | |
| 53 | | |
| 4,497 | |
| (+/-) Fair value of derivative instruments (1) | |
| - | | |
| - | | |
| (6 | ) | |
| - | | |
| - | | |
| (6 | ) |
| (+/-) Amortized cost | |
| 149 | | |
| 85 | | |
| - | | |
| - | | |
| (19 | ) | |
| 215 | |
| (-) Repayment | |
| (615 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (615 | ) |
| As of June 30, 2023 | |
| 2,219 | | |
| 1,876 | | |
| 7 | | |
| (48 | ) | |
| 33 | | |
| 4,089 | |
| (1) | Decrease in value per option from 0,00584€
on December 31, 2022, to 0,00327€ on June 30, 2023 |
On November 19, 2021, the Company entered
into a "venture loan agreement" with KREOS in lieu of a framework agreement organizing the issue of a bond loan for an amount
of up to €10 million through the issue of 7,75 million euros in non-convertible bonds ("Straight bonds"), the issue of
2.25 million euros in convertible bonds ("Convertible bonds"), and the issue of Biophytis share subscription warrants. The
issuance of the first tranche is conditioned to the subscription of the warrants previously mentioned. The four-tranche loan agreement
was partially drawn down by the Company in fiscal 2021 for a total amount of 6.2 million euros.
The non-convertible bonds bear interest at an
annual rate of 10% and have been repaid in cash in 36 monthly installments since April 1, 2022.
The convertible bonds bear interest at an annual
rate of 9.5%. The Company will redeem them for their principal amount no later than March 31, 2025, unless they are previously converted
into shares, at the option of Kreos Capital, at a fixed conversion price of €0.648.
The Company has also issued to Kreos Capital
2,218,293 warrants giving the right to subscribe to new ordinary shares in the Company, on the basis of one share for one warrant. The
warrants may be exercised over a period of 7 years from the date of issue. The exercise price of the warrants has been set at €0.56.
If, in the event of exercise of the warrants, the market price (VWAP) of Biophytis shares on the exercise date is lower than the exercise
price, Kreos will receive a cash payment from the Company based on a formula taking into account the difference between these two prices.
The loan agreement pledges the Company's goodwill,
bank account balances and intellectual property rights to Kreos. It also imposes certain operational and financial restrictions. These
covenants may limit the ability of the Company and its subsidiaries, in certain circumstances, to, among other things, incur additional
debt, sell or transfer assets and pay dividends. The agreement also contains certain customary covenants and events of default, including
in the event of a change of control.
Accounting treatment of KREOS 2021 hybrid
financing
The analysis of the characteristics of the hybrid
contract according to the IFRS9 and IAS32 criteria led to the need to recognize the conversion options, as well as the BSAs, as derivative
instruments separate from the host contract (no equity component insofar as these options do not in all circumstances lead to the delivery
of a fixed number of shares, for a fixed price).
Half-year financial report as of June 30,
2023
The amount of cash of €5.5 million, received
on November 19, 2021 (excluding transaction costs) corresponds to the estimated fair value of the instruments put in place on the
date the funds were drawn: financial debt for tranches A and B for €(4.3) million (convertible and non-convertible), liability derivatives
for premiums received on options sold for €(1.2) million (€464 thousand for conversion options and €710 thousand for BSAs
issued), and financial compensation of €48 thousand for the 2018 BSAs bought back by Biophytis from KREOS. Regarding the third tranche
(C) of the straight bond issued in December 2021 for €677 thousand (excluding transaction costs), as the drawdown conditions
were fulfilled outside the framework of the contract, the company analyzed the drawdown of the third tranche (C) as a new loan contract,
with Kreos Capital VI UK. As such, the third tranche (C) is recognized for its fair value on the balance sheet, estimated on the
basis of the financing rate deducted from the Kreos VI financing. The entry value of the liabilities of the Tranche C leads to the recognition
of a day one Gain of €98 thousand. Given the unobservable nature of the market rate, the day one gain is deferred on the Company’s
balance sheet and recorded as financial liabilities.
In accordance with IAS 32, the redemption value
of the 2018 BSAs was recognized for €48 thousand as a reduction in equity, consistent with the treatment applied to the BSAs issued
in 2018.
The financial debt components are accounted for
according to the principles of amortized cost, based on an average effective interest rate of 26.37% for the non-convertible tranches,
and 22.85% for the convertible tranches. Derivative instruments are valued at their Fair Value on the balance sheet, with changes in
fair value recorded in the income statement. Fair value is estimated using a binomial valuation model for convertible bonds, and a Black &
Scholes valuation model for BSAs.
The table below presents the valuations of the
conversion options:
Fair value of bifurcated conversion options of tranches
A and B (maturing March 2025) | |
At issuance date
(11/19/2021) | | |
12/31/22 | | |
06/30/23 | |
| Number of obligations in circulation | |
| 2,250,000 | | |
| 2,250,000 | | |
| 2,250,000 | |
| Number of shares that can be subscribed | |
| 2,250,000 | | |
| 2,250,000 | | |
| 2,250,000 | |
| Share price | |
| 0.451 | € | |
| 0.046 | € | |
| 0.021 | € |
| Exercise price | |
| 0.648 | € | |
| 0.648 | € | |
| 0.648 | € |
| Volatility over a 12 months period | |
| 85 | % | |
| 65 | % | |
| 85 | % |
| Risk-free rate | |
| - | % | |
| 3.39 | % | |
| 3.9 | % |
| Credit spread | |
| 23.14 | % | |
| 23.14 | % | |
| 23.14 | % |
| Fair value of the derivative instrument (in K€) | |
| (464 | ) | |
| - | | |
| - | |
| Change in the fair value of the derivative instrument (in K€) | |
| | | |
| 536 | | |
| - | |
The table below shows the valuations of the BSA 2021 attached to the KREOS contract:
Derivative instruments | |
At issuance date
(19/11/2021) | | |
12/31/2022 | | |
06/30/2023 | |
| Number of BSAs in circulation | |
| 2,218,293 | | |
| 2,218,293 | | |
| 2,218,293 | |
| Exercise price per share | |
| 0.56 | € | |
| 0.56 | € | |
| 0.56 | € |
| Maturity | |
| 7 years | | |
| 5.88 years | | |
| 5.38 years | |
| Volatility | |
| 85 | % | |
| 65 | % | |
| 85 | % |
| Risk-free rate | |
| - | | |
| 3.24 | % | |
| 3.9 | % |
| Fair value of BSA 2021 issued in favor of KREOS (in K€) | |
| (710 | ) | |
| (13 | ) | |
| (7 | ) |
| Change in the fair value of the derivative instrument (in K€) | |
| | | |
| 775 | | |
| 6 | |
(1) Refer to note 2.7 “Restatement
of Previously Issued Financial Statements”
Half-year financial report as of June 30,
2023
Note
9: Employee benefit obligation
Employee benefits consist of the provision for
retirement indemnities. In estimating this provision, there have been no significant changes in the assumptions used compared with those
presented in note 13 to the consolidated financial statements for the year ended December 31, 2022.
Note
10: Current liabilities
10.1 Trade payables
| | |
AS OF | |
| (amounts in thousands of euros) | |
DECEMBER 31,
2022 | | |
JUNE 30,
2023 | |
| Research and development suppliers | |
| 5,250 | | |
| 2,237 | |
| General and administrative suppliers | |
| 1,690 | | |
| 1,473 | |
| Total trade payables | |
| 6,940 | | |
| 3,710 | |
The change in trade accounts payable is consistent
with the reduction in R&D expenditure, linked in particular to the finalization of clinical studies under the COVA and SARA programs
in the second half of 2022.
10.2 Tax and social liabilities
| | |
AS OF | |
| (amounts in thousands of euros) | |
DECEMBER 31,
2022 | | |
JUNE 30,
2023 | |
| Personnel expenses | |
| 855 | | |
| 440 | |
| Social security expenses | |
| 831 | | |
| 399 | |
| Other taxes | |
| 94 | | |
| 65 | |
| Total tax and social liabilities | |
| 1,780 | | |
| 904 | |
The decrease in social security liabilities is due to the reduction
in the provision for performance-related bonus in the period under review, and to the reduction in the employer's contribution in relation
to bonus shares granted by the Company and acquired by beneficiaries.
Note
11: Details of expenses and products by function
11.1 Research and development expenses
| | |
FOR THE SIX-MONTH PERIOD
ENDED JUNE 30, | |
| (amounts in thousands of euros) | |
2022 | | |
2023 | |
| Personnel expenses | |
| (2,950 | ) | |
| (1,443 | ) |
| Purchases and external expenses | |
| (6,435 | ) | |
| (3,099 | ) |
| Other | |
| (99 | ) | |
| (143 | ) |
| Research and development expenses | |
| (9,485 | ) | |
| (4,685 | ) |
| Research tax credit | |
| 2,614 | | |
| 922 | |
| Subsidies | |
| 4 | | |
| - | |
| Research tax credit and subsidies | |
| 2,618 | | |
| - | |
| Research and development expenses, net | |
| (6,867 | ) | |
| (3,763 | ) |
Half-year
financial report as of June 30, 2023
11.2 General and administrative expenses
| | |
FOR THE SIX-MONTH PERIOD
ENDED JUNE 30, | |
| (amounts in thousands of euros) | |
2022 | | |
2023 | |
| Personnel expenses | |
| (2,682 | ) | |
| (962 | ) |
| Purchases and external expenses | |
| (2,235 | ) | |
| (1,685 | ) |
| Other | |
| (136 | ) | |
| (114 | ) |
| General and administrative expenses | |
| (5,053 | ) | |
| (2,761 | ) |
Total personnel costs amounted to 2,406 thousand
euros at June 30, 2023, compared with 5,633 thousand euros at June 30, 2022. This sharp reduction stems mainly from expenses
relating to share-based payments, which amounted to 322 thousand euros in 2023 compared with 3,533 thousand euros in 2022 (see Note 7).
The Company's average headcount is stable at 26 in the first quarter of 2023, compared with 24 in the first quarter of 2022.
External expenses fell sharply, particularly
in R&D activities. This change reflects the completion of clinical trials for the COVA and SARA programs in the second half of 2022.
Residual costs related to clinical development were booked in 2023, but the bulk of R&D expenditure over the half-year concerned
various preclinical work on the Company's different programs, and work relating to the production of BIO101
Note
12: Net financial income and expenses
| | |
FOR THE SIX-MONTH PERIOD
ENDED JUNE 30, | |
| (amounts in thousands of euros) | |
2022 | | |
2023 | |
| Financial interest and amortized cost of the non-convertible bonds (1) | |
| (1,004 | ) | |
| (724 | ) |
| Changes in fair value of convertible notes (1) | |
| 1,028 | | |
| (589 | ) |
| Accrual of provision in relation with Negma litigation | |
| (75 | ) | |
| - | |
| Other financial expenses | |
| (33 | ) | |
| (36 | ) |
| Transaction costs related to the issuance of convertible notes | |
| (380 | ) | |
| - | |
| Other financial income | |
| (14 | ) | |
| 143 | |
| Foreign exchange gains (losses) | |
| - | | |
| (34 | ) |
| Total net financial expense | |
| (478 | ) | |
| (1,241 | ) |
(1) Refer to Note 12.2 Convertible notes
and non-convertible bonds
Note
13: Earnings per share
| | |
FOR THE SIX-MONTH PERIOD
ENDED JUNE 30, | |
| | |
2022 | | |
2023 | |
| Net income attributable to common shareholders | |
| (12,398 | ) | |
| (7,764 | ) |
| Number of shares issued | |
| 238,297,642 | | |
| 426,770,699 | |
| Number of treasury shares | |
| 54,310 | | |
| 19,129 | |
| Number of shares outstanding (excluding treasury stock) | |
| 238,243,332 | | |
| 426,751,570 | |
| Share warrants | |
| 3,795,678 | | |
| 3,789,647 | |
| Warrants for business creator shares | |
| 6,288,076 | | |
| 5,052,576 | |
| Shares from conversion of convertible bonds | |
| 288,472,222 | | |
| 198,214,189 | |
| Bonus shares | |
| - | | |
| 18,904,159 | |
| Number of shares issued and potential (excluding treasury stock) | |
| 536,799,308 | | |
| 653,397,309 | |
| | |
| | | |
| | |
| Weighted average number of shares outstanding (excluding treasury stock) | |
| 147,803,141 | | |
| 327,549,006 | |
| Earnings per share in euros | |
| -0.08 | | |
| -0.02 | |
| Potential dilutive securities resulting from the exercise of warrants, conversion of bonds or acquisition of bonus shares | |
| 286,325,709 | | |
| 214,421,435 | |
| Weighed average number of outstanding and potential shares (excluding treasury stock) | |
| 434,128,850 | | |
| 541,970,441 | |
| Diluted earnings per share in euros (*) | |
| (0.08 | ) | |
| (0.02 | ) |
(*)
The impact of dilution is not presented for 2022 and 2023, as it is accretive due to negative earnings.
Half-year financial report as of June 30,
2023
Note
14: Related Parties
No significant new transactions were entered
into with the Company's related parties during the first six months of fiscal 2023.
Note
15: Off-balance-sheet commitments
The off-balance-sheet commitments have not changed
significantly since December 31, 2022.
Note
16: Subsequent events
There are no events after June 30, 2023
likely to have an impact on the financial statements.
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