PARIS and CAMBRIDGE,
Mass., Sept. 30, 2020 /PRNewswire/ --
Biophytis SA (Euronext Growth Paris: ALBPS), a clinical-stage
biotechnology company specialized in the development of drug
candidates for the treatment of aged related diseases, including
neuromuscular diseases, today announced a €10 million capital
increase through private placement.
The capital increase will be completed with the participation of
U.S. and European institutional investors.
H.C. Wainwright & Co., LLC is acting as the exclusive
placement agent in the U.S. and Invest Securities is acting as
the exclusive placement agent in Europe for the offering. Invest Corporate
Finance is acting as advisor.
Terms of private placement
This private placement will result in the issuance of
21 276 596 new common shares via a capital increase, without
preferential subscription rights for the benefit of categories
of beneficiaries, or 22,1% of the shares outstanding following the
completion of the transaction. For illustrative purposes, a
shareholder holding 1% of the share capital of the Company prior to
this capital increase will hold, following the consummation of the
private placement approximately 0.779% of the share capital of the
Company.
The purchase price per each new common share is set at €0.47.
This price corresponds to approximately 20% (but within the limit
of 20%) discount to the weighted average Biophytis stock price over
the last consecutive ten trading days immediately prior to the
pricing of the private placement. Biophytis expects the gross
proceeds of the private placement to be approximately
€10 million, and the net proceeds to be approximately €8.9
million after deduction of offering fees and expenses.
The Company has agreed not to pursue any capital increase until
October 30th, 2020, which
is compatible with the current financing contracts.
Impact of the issuance on the capital structure
|
Before capital
increase
|
|
After capital
increase
|
|
No of
shares
|
%
|
|
No of
shares
|
%
|
Management
|
3 240 937
|
4,3%
|
|
3 240 937
|
3,4%
|
Free Float
(*)
|
71 797 999
|
95,7%
|
|
71 797 999
|
74,5%
|
New
shareholders
|
|
0,0%
|
|
21 276 596
|
22,1%
|
TOTAL
|
75 038
936
|
100,0%
|
|
96 315
532
|
100,0%
|
Use of funds
Net proceeds of the private placement will be used primarily to
progress Biophytis drug development programs, including the COVA
clinical study, for which Sarconeos (BIO101) obtained authorization
to begin the Phase 2/3 clinical trial as a potential treatment for
respiratory failure associated with COVID-19 in five countries:
France, Brazil, Belgium, the UK and US. The clinical trial is
now entering its active phase with the opening of investigation
centers and with the inclusion of the first patient on September 1, 2020 in Belgium. This capital increase will allow to
finance the entire part 1 of the study based on 50 patients and to
start its part 2, for which the final sample size will partially
depend upon external factors. Those are mainly linked to the
evolution of the pandemic and/or to the decision of the DSMB as
regards to the final number of patients to be recruited for the
trial, currently assumed to be 310.
The proceeds will also be used to finalize the SARA-INT clinical
development program, the phase 2b
study evaluating the efficacy of Sarconeos (BIO101) in
sarcopenia.
This private placement, along with the other financing
instruments already in place, allows the Company to secure its
financial position beyond the next 12 months.
Settlement-delivery and listing of new shares
The settlement-delivery of the securities is expected to occur
no later than October 2, 2020,
subject to satisfaction of customary closing conditions. The new
common shares should be admitted to trading on the regulated
Euronext Growth Paris market under the existing ISIN code of
Biophytis common shares no later than October 5, 2020. The new common shares, with a
par value of €0.20 will rank equally with the existing common
shares of Biophytis.
This private placement was made pursuant to Article L. 225-138
of the Code of Commerce under the 10th resolution of the Combined
General Meeting of Shareholders held on May
28th, 2020.
The decision to conduct this capital increase was made by the
Company's Board of Directors, during a meeting held on September 29, 2020. This capital increase was
made by issuing new common shares with the removal of the
preferential right of subscription of shareholders in accordance
with Article L. 225-132 of the Code of Commerce.
Detailed regulatory information regarding the Company are
available in the 2020 Half Year report, accessible on the Biophytis
website: http://www.biophytis.com/ including the entirety of
chapter 2.5 regarding risks.
Stanislas Veillet, President
and CEO of Biophytis, said: "We are pleased at the interest
we are continuing to see from investors in our private
placement. This allows Biophytis to reinforce its financing
structure, in particular for the execution of the
international COVA study in COVID-19, which is entering now in its
active phase with investigation centers initiation and patients'
enrollment. We would like to remind that Sarconeos (BIO101) has
obtained clearance from the FDA (U.S.), ANSM (France), AFMPS (Belgium), ANVISA (Brazil) and MHRA
(UK). Biophytis is also expected to use the
proceeds to finalize the SARA-INT study in sarcopenia. We want to
thank our investors who have been following us for years and who
have not hesitated to invest again in Biophytis equity."
H.C. Wainwright & Co. is acting as exclusive placement agent
in the U.S. and Invest Securities is acting as bookrunner in
Europe. Invest Corporate Finance
is acting as financial advisor to the Company.
About BIOPHYTIS
Biophytis SA is a clinical-stage biotechnology company
specialized in the development of drug candidates to slow down
degenerative processes and improve functional abilities in patients
with age-related diseases, including neuromuscular
diseases.
Sarconeos (BIO101), our leading drug candidate, is a small
molecule, administered orally, currently in clinical Phase
2b in sarcopenia (SARA-INT) in
the United States and Europe. A pediatric formulation of Sarconeos
(BIO101) is being developed for the treatment of Duchenne Muscular
Dystrophy (DMD). The company plans to start the clinical
development (MYODA) in H2 2020.
Sarconeos (BIO101) is also being developed as a treatment for
patients with COVID-19 related respiratory failure in a Phase 2/3
clinical study (COVA) in the United
States, Europe and Latin
America.
The company is based in Paris,
France, and Cambridge,
Massachusetts. The company's common shares are listed on the
Euronext Growth Paris market (Ticker: ALBPS -ISIN: FR0012816825).
For more information visit www.biophytis.com.
Disclaimer
This press release contains forward-looking statements. While
the Company considers its projections to be based on reasonable
assumptions, these forward-looking statements may be called into
question by a number of hazards and uncertainties, so that actual
results may differ materially from those anticipated in such
forward-looking statements. For a description of the risks and
uncertainties likely to affect the results, BIOPHYTIS' financial
position, performance or achievements and thus cause a change from
the forward-looking statements, please refer to the "Risk Factors"
section of the Company's Annual Report available on BIOPHYTIS
website (www.biophytis.com).
This press release, and the information contained in it, does
not constitute an offer to sell or subscribe, nor the solicitation
of a purchase or subscription order, of BIOPHYTIS shares in any
country. The elements contained in this communication may contain
forward-looking information involving risks and uncertainties. The
Company's actual achievements may differ materially from those
anticipated in this information due to different risk and
uncertainty factors. This press release was written in French and
English; If there is a difference between the texts, the French
version will prevail.
Biophytis Contact for Investor Relations
Evelyne Nguyen, CFO
evelyne.nguyen@biophytis.com
Media contact
Citigate Dewe
Rogerson
Sylvie Berrebi
/ Nathaniel Dahan / David Dible / Quentin
Dussart
biophytis@citigatedewerogerson.com
Tel: +44 (0)20 7638 9571 / +33 (0)1 55 30 70 91
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SOURCE Biophytis SA