ABIONYX decides on a capital increase with cancellation of preferential subscription rights for the benefit of a category of persons through the issue of shares with warrants for an amount of c.€3.4 million
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
TOULOUSE, France & LAKELAND, Mich., June 19, 2024--(BUSINESS WIRE)--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.
