- c.€3.4 million by issuing shares with warrants
- Subscription price: €1.37 for one share with
warrants
- 1 warrant gives entitlement to 1 share to be issued at a
price of €3
- Subscription period: 3 years
- Financial visibility extended to end 2025
Regulatory News:
ABIONYX Pharma, (FR0012616852 - ABNX - eligible for PEA
PME), a new generation biotech company dedicated to the
discovery and development of innovative therapies based on the
world’s only natural recombinant apoA-I, announces the launch of a
capital increase with cancellation of preferential subscription
rights for the benefit of a category of persons for an amount of
close to €3.4 million through the issue of a maximum number of
2,472,000 new shares, each with a warrant, at a subscription price
of €1.37 per share with warrants.
Each new share will be issued with a warrant, and each warrant
will entitle its holder to subscribe for 1 new share to be issued
at a price of €3. This capital increase is intended to strengthen
the Company's cash position for the development in Sepsis and in
the United States.
Subscription intentions
The ORSAY 53 investment company committed to subscribe for
2,331,000 shares with warrants, representing almost 94% of the
planned issue. In addition, a long-standing shareholder, Mr. Luc
Demarre, declared his intention to subscribe for the balance of the
total number of shares with warrants.
ORSAY 53 is an investment company owned by experienced
entrepreneurs who supported the successful development of companies
in France and the United States. The appointment of Mr. Jean-Gérard
Galvez, Chairman of ORSAY 53, as a new director will be submitted
to a General Meeting to be held before the end of November
2024.
"We are delighted to have the support of ORSAY 53, an investment
company. ORSAY 53's support in this transaction confirms the
strategic value of CER-001 for all shareholders. This operation
will give us new resources to finance development in the United
States, following the reactivation of our American subsidiary, and
the successful pre-IND meeting with the FDA. We are even more
confident to continue exploring all strategic options in Sepsis,
particularly in the U.S." stated Cyrille TUPIN, Chief Executive
Officer of ABIONYX Pharma.
Reinforcing Cyrille TUPIN's statements, Jean-Gérard GALVEZ,
Chairman of ORSAY 53, added: "Given the state of progress of
CER-001 and the acceleration of its development in the United
States, the acquisition of a stake in ABIONYX Pharma is important
for ORSAY 53. We are delighted to have this opportunity to support
ABIONYX Pharma at this very advanced stage of clinical development,
and to become a long-term shareholder."
Terms and conditions of the issue
The Board of Directors today decided to issue a maximum of
2,472,000 ordinary shares with a par value of €0.05, each carrying
a warrant to subscribe for new ordinary shares.
The shares with warrants would be issued at a price of €1.37,
representing a maximum nominal capital increase of €123,600 and a
maximum issue premium of €3,263,040.
This issue represents approximately 7.62% of the share capital
as of the date of the issue decision.
Each warrant will entitle its holder to subscribe for one new
share at a price of €3.
The warrants will be exercisable between November 30, 2024, and
June 19, 2027. They will be transferable and negotiable but will
not be subject of an application for admission to trading on
Euronext.
Exercise of all the warrants could give rise to the issue of up
to 2,472,000 new ordinary shares, representing additional gross
proceeds of €7,416,000.
This operation involves a capital increase with cancellation of
preferential subscription rights for the benefit of a category of
persons, decided today by the Board of Directors, acting on the
basis of the delegation granted by the twentieth resolution of the
Company's Combined General Meeting of June 27, 2023.
The new shares will carry right of use, will be assimilated to
existing shares and will enjoy the same rights. They will be
subject to all the provisions of the Company's bylaws and will be
admitted to trading on Euronext on the same trading line as the
existing shares.
Provisional timetable
The subscription period for the shares with warrants will begin
on June 20, 2024, and end on June 30, 2024, at the latest, it being
specified that this period will be closed early if all subscription
forms are received before this date.
Shareholder structure
The maximum number of shares likely to be issued represents
around 7.62% of the number of shares outstanding before issue and
7.08% after issue of the shares with warrants.
By way of illustration, a shareholder who held a number of
shares representing 1% of ABIONYX's share capital before the
planned issue would represent 0.93% of the share capital after the
shares with warrant issue (in the event of full subscription to the
capital increase) and 0.87% of the share capital (in the event of
exercise of all the warrants).
Shareholders* before and after capital increase in % of
capital
Shareholders
12/31/2023*
Post-issuance of shares with
warrants
Post exercise of
warrants
Nb shares and
% Capital and
Nb shares and
% Capital and
Nb shares and
% Capital and
Voting rights
Voting rights
Voting rights
Voting rights
Voting rights
Voting rights
Total top management
6,148,342
18.94%
6,148,342
17.60%
6,148,342
16.44%
Emmanuel Huynh
4,348,882
13.40%
4,348,882
12.45%
4,348,882
11.63%
Cyrille Tupin
1,592,214
4.91%
1,592,214
4.56%
1,592,214
4.26%
Christian Chavy
207,246
0.64%
207,246
0.59%
207,246
0.55%
Total financial shareholders
6,622,787
20.40%
9,094,787
26.04%
11,566,787
30.92%
Orsay 53 (represented by Mr. Jean-Gérard
Galvez)
2,331,000
6.67%
4,662,000
12.46%
Sadok Belmokhtar
1,859,098
5.73%
1,859,098
5.32%
1,859,098
4.97%
Luc Demarre
1,846,457
5.69%
1,987,457
5.69%
2,128,457
5.69%
BPI Participations (FR)
1,630,451
5.02%
1,630,451
4.67%
1,630,451
4.36%
Jean-Louis Dasseux
1,286,781
3.96%
1,286,781
3.68%
1,286,781
3.44%
Free float
19,422,744
59.84%
19,422,744
55.60%
19,422,744
51.93%
Treasury shares
265,139
0.82%
265,139
0.76%
265,139
0.71%
TOTAL
32,459,012
100.00%
34,931,012
100.00%
37,403,012
100.00%
*On the basis of information brought to the Company's attention,
in particular for bearer shareholders via declarations of crossing
thresholds (legal and statutory)
Objective of the fundraising
The objective of this fundraising is to strengthen the Company's
cash position and the development in Sepsis and in the United
States, following the successful pre-IND meeting with the FDA. The
Company's financial visibility has now been extended to end 2025,
with no further drawdown of the equity-linked financing
facility.
Absence of prospectus
In accordance with the provisions of Article 211-3 of the
General Regulations of the Autorité des Marchés Financiers (AMF),
the issue will not give rise to a prospectus subject to AMF
approval.
Risk factors
Risk factors are described in the Universal Registration
Document 2023 (chapter 3) filed with the AMF under number D.24-0385
on April 30, 2024, and available on the Company's website:
www.abionyx.com and that of the AMF: www.amf-france.org.
About ABIONYX Pharma
ABIONYX Pharma is a next-generation biotech company focused on
developing innovative medicines for diseases where there is no
effective or existing treatment, even the rarest ones. The company
expedites the development of novel therapeutics through an
extensive expertise in lipid science and a differentiated
apoA-I-based technology platform. ABIONYX Pharma is committed to
radically improving treatment outcomes in Sepsis and critical
care.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240619529560/en/
NewCap Investor relations Nicolas Fossiez Louis-Victor
Delouvrier abionyx@newcap.eu +33 (0)1 44 71 98 53
NewCap Media relations Arthur Rouillé abionyx@newcap.eu
+33 (0)1 44 71 00 15
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