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
For the Month of June 2023
Commission File Number: 001-38281
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PHAXIAM Therapeutics S.A.
(formerly ERYTECH Pharma S.A.)
(Translation of registrant’s name into English)
________________________
60 Avenue Rockefeller
69008 Lyon France
(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:
Form 20-F S Form 40-F £
INCORPORATION BY REFERENCE
This Report on Form 6-K and Exhibits 99.1 and 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (File Nos. 333-248953 and 333-259690) and registration statements on Form S-8 (File Nos. 333-222673, 333-232670, 333-239429, 333-255900 and 333-265927), of ERYTECH Pharma S.A. (“ERYTECH” or the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Press Release dated June 23, 2023
On June 23, 2023, ERYTECH issued a press release announcing that all resolutions for which the Company’s Board of Directors recommended a vote in favor, including the approval of the merger with Pherecydes, were adopted by its shareholders at the Combined General Meeting that was held on June 23, 2023.
The full text of the press release is attached as Exhibit 99.1 to this Report on Form 6-K and incorporated herein by reference.
Press Release dated June 26, 2023
On June 26, 2023, the Company issued an additional press release announcing the implementation of the merger with Pherecydes, including changing the Company’s name from “ERYTECH Pharma S.A.” to “PHAXIAM Therapeutics S.A.” (such post-transaction entity, the “Combined Company”), effective June 23, 2023. The Company also intends to change its ticker symbol from “ERYP” to “PHXM” on both Euronext and The Nasdaq Stock Market.
As described in the press release, the composition of the Board of Directors of the Combined Company is as follows:
•Didier Hoch, Chairman
•Gil Beyen, Vice Chairman
•Philippe Archinard, Director
•Martine George, Director
•Eric Leire, Director
•Leila Nicolas (representing Go Capital), Director
•Guy Rigaud, Board Observer
•Robert Sebbag, Director
•Hilde Windels, Director
The executive officers of the Combined Company include:
•Thibaut du Fayet, Chief Executive Officer
•Eric Soyer, Chief Operating Officer, Chief Financial Officer and Deputy Chief Executive Officer
•Jérôme Bailly, Chief Quality Officer and Deputy Chief Executive Officer
•Pascal Birman, Chief Medical Officer
•Céline Breda, CTO
•Karine Charton, CBO
•Cindy Fevre, CSO
•Anne-Cécile Fumey, VP HR
•Frédérique Vieville, CRO
The full text of the press release is attached as Exhibit 99.2 to this Report on Form 6-K and incorporated herein by reference.
EXHIBIT INDEX
| | | | | | | | |
| Exhibit | | Description |
| |
| 99.1 | | Press Release dated June 23, 2023. |
| 99.2 | | Press Release dated June 26, 2023. |
| |
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.
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| | | | PHAXIAM Therapeutics S.A. (formely ERYTECH Pharma S.A.) |
| | | |
Date: | June 28, 2023 | | | By: | | /s/ Eric Soyer |
| | | | | | Name Eric Soyer |
| | | | | | Title: Deputy Chief Executive Officer, Chief Financial Officer and Chief Operating Officer |
ERYTECH announces the approval of the merger with Pherecydes and reports the results of the Combined Shareholder’s Meeting held on June 23, 2023
•All resolutions voted with a large majority according to Board of Directors recommendations
•Company renamed Phaxiam Therapeutics, creating a world leader in phage therapy
Lyon (France), June 23, 2023 – ERYTECH Pharma (Euronext Paris & Nasdaq: ERYP) announced today that all resolutions for which the Board of Directors recommended a vote in favor, including the approval of the merger with Pherecydes, were adopted by its shareholders at the Combined General Meeting that was held today, June 23, 2023
The adopted resolutions include:
•Approval of the annual financial statements and consolidated financial statements for the year ended December 31, 2022;
•Allocation of the financial year's results;
•Approval of the statutory auditors’ special report on regulated agreements and commitments with related parties;
•Approval of the elements of total compensation and benefits paid or allocated for the year ended December 31, 2022 to Gil BEYEN and Jean-Paul KRESS and of the compensation policy for executive corporate officers and board members;
•Renewal of the terms of office as Directors of Hilde WINDELS BV and Mrs. Martine George;
•Ratification of the appointment of Mr. Didier Hoch and Go Capital (Mrs. Leila Nicolas) as Directors;
•Appointment of Mr. Robert Sebbag and Mr. Eric Leire as Directors;
•Approval of the merger with Pherecydes and modification of the corporate name;
•Delegation of authority to the Board of Directors to carry out a reverse stock-split;
•Delegations of authority to the Board of Directors to issue shares or other marketable securities convertible into shares to be issued immediately or in the future by the Company, with or without preferential subscription rights for the shareholders;
•Authorization for the Board of Directors to grant free shares, share subscription and/or share purchase options and/or to issue share subscription warrants to corporate officers and employees of the Company or companies in the ERYTECH Pharma Group.
The full results of all matters voted on at the meeting can be viewed on the Company’s website at www.erytech.com, within the Shareholders Meeting/2023 section under the Investors tab.
The merger between Erytech and Pherecydes has been approved by the Combined General Meeting on the basis of an exchange ratio of 4 Pherecydes shares for 15 Erytech shares (the "Merger") which gave full powers to Erytech's Board of Directors to record the definitive completion of the Merger. Erytech shareholders also approved the change of Erytech's corporate name to "Phaxiam Therapeutics".
At the Pherecydes Combined General Meeting held today at 1pm, after the Erytech Combined General Meeting, all the resolutions supported by the Pherecydes Board of Directors were approved, including those relating to the Merger.
The Erytech Board of Directors met after the Pherecydes Combined General Meeting and acknowledged the completion of the Merger. The Merger took effect today and entails the dissolution of Pherecydes without liquidation. For accounting and tax purposes, the Merger is retroactive to January 1st, 2023.
These approvals will enable the creation of Phaxiam Therapeutics, a world leader in phage therapy, to meet the major challenges of public health and European sovereignty.
The new Phaxiam Therapeutics shares resulting from the Merger will be admitted to trading on compartment C of Euronext Paris under ISIN code FR0011471135 on June 29, 2023. Settlement and delivery of the new Phaxiam Therapeutics shares will take place on July 3, 2023.
In the event that the number of Phaxiam Therapeutics shares to which a Pherecydes shareholder is entitled does not correspond to a whole number of Phaxiam Therapeutics shares, the shareholder will receive the number of shares immediately below, plus the balance in full, a balancing payment in cash based on the price at which the Phaxiam Therapeutics shares corresponding to fractional shares have been sold by the financial intermediaries, within thirty days of the latest of the dates on which the number of Phaxiam Therapeutics shares allotted is recorded in the account of Pherecydes shareholders.
Indicative timetable of the Merger process following the Combined Shareholder's Meeting:
| | | | | |
| Erytech's Board of Directors acknowledging the definitive completion of the Merger and deciding on the corresponding capital increase. | June 23, 2023 |
| Publication of Euronext notice relating to the issue of new shares in consideration for the Merger. | June 26, 2023 |
| Settlement and admission to trading on the regulated market of Euronext Paris of the new shares issued in consideration for the Merger. | July 3, 2023 |
| Registration with the SEC and listing on Nasdaq of the American Depositary Shares (ADS) representing the new shares issued as consideration for the Merger. | July 3, 2024 |
About ERYTECH
ERYTECH is a biopharmaceutical company developing innovative red blood cell-based therapeutics for severe forms of cancer and orphan diseases.
On February 15, 2023, ERYTECH announced its intended strategic combination with PHERECYDES to create a global player in extended phage. More detail can be found in the press release.
ERYTECH is listed on the Nasdaq Global Select Market in the United States (ticker: ERYP) and on the Euronext regulated market in Paris (ISIN code: FR0011471135, ticker: ERYP). ERYTECH is part of the CAC Healthcare, CAC Pharma & Bio, CAC Mid & Small, CAC All Tradable, EnterNext PEA-PME 150 and Next Biotech indexes.
For more information, please visit www.erytech.com
CONTACTS
| | | | | |
ERYTECH Eric Soyer CFO & COO | NewCap Mathilde Bohin / Louis-Victor Delouvrier Investor relations Nicolas Merigeau Media relations |
+33 4 78 74 44 38 investors@erytech.com |
+33 1 44 71 94 94 erytech@newcap.eu
|
Forward-looking information
This press release contains forward-looking statements, forecasts and estimates with respect to the clinical results from and the development plans of eryaspase, business and regulatory strategy and anticipated future performance of ERYTECH and of the market in which it operates. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and similar expressions. All statements contained in this press release other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding ERYTECH’s business and regulatory strategy and its evaluation of potential strategic transactions. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond ERYTECH's control. Therefore, actual results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the failure to achieve certain regulatory and commercial milestones; (2) the inability to maintain the listing of ERYTECH’s shares on the Nasdaq Global Select market and the Euronext regulated market; (3) changes in applicable laws or regulations; (4) the possibility that ERYTECH may be adversely affected by other economic, business and/or competitive factors; (5) the inability to agree to terms on a long-term supply agreement with Catalent; and (6) other risks and uncertainties indicated from time to time in ERYTECH’s regulatory filings. Further description of these risks, uncertainties and other risks can be found in the Company’s regulatory filings with the French Autorité des Marchés Financiers (AMF), the Company’s Securities and Exchange Commission (SEC) filings and reports, including in the Company’s 2021 Universal Registration Document (Document d’Enregistrement Universel) filed with the AMF on April 27, 2022 and in the Company’s Annual Report on Form 20-F filed with the SEC on April 28, 2022 and future filings and reports by the Company. Given these uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements. ERYTECH disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in ERYTECH’s expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based, except to the extent required by law.
ERYTECH and PHERECYDES announce merger
and name change to PHAXIAM Therapeutics
•Merger approved with large majority by the shareholders of both companies
•New governance structure implemented
•Ambition to create a global leader in extended phage therapies to target antimicrobial resistant pathogenic bacteria
Lyon (France) and Cambridge (MA, US), June 26, 2023 – ERYTECH (Nasdaq & Euronext: ERYP) and PHERECYDES announce merger and name change to PHAXIAM Therapeutics, a clinical-stage biopharmaceutical company developing innovative extended bacteriophage therapies to target antimicrobial resistance (AMR).
“In February this year, we announced our strategic plans with PHERECYDES, with the intent to build a global leader in phage therapy and address the huge medical need caused by antimicrobial resistance. I am very pleased that this merger has now been approved with a large majority by our shareholders”, said Gil Beyen, former Chief Executive Officer of ERYTECH. “I am now passing the lead to Thibaut Du Fayet as the new CEO and wish him and the entire management team success in implementing PHAXIAM’s ambitious strategy. I take the occasion to thank all current and former ERYTECH employees and fellow board members for their dedication and enthusiasm for our project over the past 10 years.”
“I am very proud to have the opportunity to continue the PHERECYDES project within PHAXIAM therapeutics and to be able to deploy it more widely by capitalizing on the skills and talents of all ERYTECH and PHERECYDES employees; Our ambition is to strengthen PHAXIAM therapeutics' competitive position as an undisputed leader in phage therapy worldwide, serving patients”, said Thibaut du Fayet, incoming Chief Executive Officer of PHAXIAM.
The combination will draw on the complementary expertise and resources of the two companies to accelerate the development of a global phage therapy portfolio, aimed at combating antimicrobial resistance (AMR), a globally recognized health issue. AMR is currently responsible for more than one million deaths per year worldwide and is expected to grow to more than 10 million annual casualties by 2050. For reference, the estimated worldwide number of cancers is currently around 10 million per year.
The Company is developing a pipeline of clinical stage extended phage therapies and expects significant value creation milestones in the next two years.
•Results of the ongoing PhagoDAIR Phase 2 trial in patients with knee or hip prosthetic joint infections (PJI) due to Staphylococcus aureus (S. aureus), anticipated in Q1 2024
•Launch of Phase 1 trial in patients with endocarditis due to S. aureus expected in mid-2023, with results expected by S1 2024
•Launch of Phase 1 trial in patients with complex urinary tract infections due to E. coli expected in Q1 2024, with results expected in S2 2024
•Expansion of bacteriophage portfolio targeting two additional pathogens, critical in developing a comprehensive target portfolio in the fight against resistant bacterial infections
Furthermore, the company is building a research & development strategy leveraging on complementary Platforms and Capabilities, to support phage and endolysins therapeutic approaches in anti -infectives fields like AMR and other, such, food, cosmetics and animal health; or phage as carriers.
The board of directors of PHAXIAM is composed of an equal number of directors from the former ERYTECH and PHERECYDES boards (without casting vote for the Chair), and is constituted of:
•Didier Hoch, Chairman
•Gil Beyen, Vice Chairman
•Philippe Archinard, Independent Director
•Martine George, Independent Director
•Eric Leire, Independent Director
•Go Capital, represented by Leila Nicolas
•Guy Rigaud, Observer
•Robert Sebbag, Independent Director
•Hilde Windels, Independent Director
The executive team of PHAXIAM is composed of the combination of previous ERYTECH and PHERECYDES management teams:
•Thibaut du Fayet, CEO
•Eric Soyer, COO, CFO and Deputy CEO
•Jérôme Bailly, CQO and Deputy CEO
•Pascal Birman, CMO
•Céline Breda, CTO
•Karine Charton, CBO
•Cindy Fevre, CSO
•Anne-Cécile Fumey, VP HR
•Frédérique Vieville, CRO
PHAXIAM is based in Lyon, France, where the company benefits from the presence in a major European hub for infectious diseases. The company will furthermore leverage ERYTECH’s US presence to facilitate access to US investors and to clinical and regulatory stakeholders in the perspective of upcoming clinical developments.
PHAXIAM is listed on the Nasdaq Global Select Market in the United States and on the Euronext regulated market in Paris (Ticker: ERYP being changed to a new one). A 10 for 1 reverse stock split was approved by ERYTECH’s shareholders and is expected to be implemented in the coming months.
About PHAXIAM Therapeutics
PHAXIAM is a biopharmaceutical company developing innovative treatments for resistant bacterial infections, which are responsible for many serious infections. The company is building on an innovative approach based on the use of phages, natural bacterial-killing viruses. PHAXIAM is developing a portfolio of phages targeting 3 of the most resistant and dangerous bacteria, which together account for more than two-thirds of resistant hospital-acquired infections: Staphylococcus aureus, Escherichia coli and Pseudomonas aeruginosa.
PHAXIAM is listed on the Nasdaq Global Select Market in the United States (ticker: ERYP – to be modified to a new symbol) and on the Euronext regulated market in Paris (ISIN code: FR0011471135, ticker: ERYP). PHAXIAM is part of the CAC Healthcare, CAC Pharma & Bio, CAC Mid & Small, CAC All Tradable, EnterNext PEA-PME 150 and Next Biotech indexes.
For more information, please visit www.erytech.com
Contacts
| | | | | |
PHAXIAM Eric Soyer CFO & COO | NewCap Mathilde Bohin / Louis-Victor Delouvrier Investor relations Nicolas Merigeau Media relations |
+33 4 78 74 44 38 investors@erytech.com |
+33 1 44 71 94 94 erytech@newcap.eu
|
Forward-looking information
This press release contains forward-looking statements, forecasts and estimates with respect to the clinical programs , development plans, business and regulatory strategy and anticipated future performance of PHAXIAM and of the market in which it operates. Certain of these statements, forecasts and estimates can be recognized by the use of words such as, without limitation, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continue” and similar expressions. All statements contained in this press release other than statements of historical facts are forward-looking statements. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond PHAXIAM's control. Therefore, actual results may turn out to be materially different from the anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the inability to maintain the listing of PHAXIAM’s shares on the Nasdaq Capital Market and the Euronext regulated market; (2) changes in applicable laws or regulations; (3) the possibility that PHAXIAM may be adversely affected by other economic, business and/or competitive factors; and (4) other risks and uncertainties indicated from time to time in PHAXIAM’s regulatory filings. Further description of these risks, uncertainties and other risks can be found in the Company’s regulatory filings with the French Autorité des Marchés Financiers (AMF), the Company’s Securities and Exchange Commission (SEC) filings and reports, including in the Company’s 2022 Universal Registration Document (Document d’Enregistrement Universel) filed with the AMF on March 28, 2023 and in the Company’s Annual Report on Form 20-F filed with the SEC on March 28, 2023 and future filings and reports by the Company. Given these uncertainties, no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. Furthermore, forward-looking statements, forecasts and estimates only speak as of the date of this press release. Readers are cautioned not to place undue reliance on any of these forward-looking statements. PHAXIAM disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in PHAXIAM’s expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based, except to the extent required by law.
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