Adocia (Euronext Paris : FR0011184241 - ADOC), a clinical-stage biopharmaceutical company focused on the research and development of innovative therapeutic solutions for the treatment of diabetes and obesity (the "Company"), announces today the successful completion of a capital increase of a total gross amount of €9,732,500 million subscribed by a limited number of investors, including Armistice Capital (for €7 million) and €1.4 million from historical shareholders (the "Private Placement").
The Private Placement is not subject to a prospectus requiring an approval from the French Financial Market Authority (Autorité des Marchés Financiers – the "AMF"). In accordance with Article 1.5.(ba) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), the Company has filed with the AMF a document containing the information set out in Appendix IX of the Prospectus Regulation (the "Information document"), copies of which are available free of charge on the Company’s website at www.adocia.com/fr/investisseurs and on the AMF’s website at www.amf‑france.org.
The Company intends to use 50% of the net proceeds of the Private Placement to step up development work on its AdoShell® Islets project, including toxicology studies and the preparation of clinical batches for the launch of the clinical trial (FIH) and the balance to finance the Company’s general corporate purposes and cash runway to Q2 2026.
Terms and conditions of the Private Placement
The Private Placement, for a total amount of €9,732,500 (including share issue premium), was carried out through the issuance, without preferential subscription rights and without a priority subscription period, of 2,125,000 new ordinary shares in the Company (the "New Shares"), each with one share warrant attached (a "BSA" and, together with the New Share to which it is attached, an "ABSA"), as part of a share capital increase with cancellation of shareholders’ preferential subscription rights for the benefit of investors within the category of persons defined by the 21st resolution of the Combined General Meeting of the Company’s shareholders of June 13, 2024 (the "General Meeting"), in accordance with Article L. 225-138 of the French commercial code (the "Private Placement").
The issue of the ABSAs, representing approximately 13.32% of the Company’s share capital, on a non-diluted basis, before completion of the Private Placement, and 11.75% of the Company’s share capital, on a non‑diluted basis, after completion of the Private Placement, was decided on February 25, 2025 by the Company’s Board of Directors, pursuant to the delegation of competence granted to it under the 21st resolution of the General Meeting.
The issue price of one ABSA is €4.58 (including share issue premium), representing a facial discount of 7.76% (i.e. €4.97) to the volume‑weighted average price of the Adocia shares on the regulated market of Euronext Paris ("Euronext Paris") over the three trading days preceding the setting of such issue price, i.e. February 20, 21, and 24, 2025 (the "3-day VWAP").
The issue price of an ABSA combined with the exercise price of a BSA minus the theoretical value of a BSA reflects a total discount of 19.94% per Adocia share compared with the 3-day VWAP, consistent with the maximum discount authorized by the General Meeting pursuant to its 21st resolution.
Terms and conditions of the BSA
One BSA is attached to each New Share. One BSA entitles their holder to subscribe to one new ordinary share of the Company, at a price of €4.85 per ordinary share.
The BSAs may be exercised at any time within 60 months of their issuance. In the event all BSAs are exercised, a total number of 2,125,000 additional ordinary shares of the Company will be issued, representing additional total proceeds of approximately €10.3 million.
The theoretical value of each BSA, assuming a volatility of 32,365%1 and based on closing price as of February 25, 2025, is equal to €1.4796 using Black & Scholes model.
The BSAs will be immediately detached (détachés) from the New Shares upon issuance and are expected to be listed on Euronext Growth – Paris ("Euronext Growth") on or prior to March 7, 2025.
Impact of the Private Placement on the Company’s shareholding
Following the issuance of the ABSAs, the Company’s total share capital will be €1,808,420 comprised of 18,084,200 ordinary shares (or €2,020,920 comprised of 20,209,200 ordinary shares in the event of exercise of all BSAs) with a par value of €0.10, representing 13.32% of the total current share capital of the Company (or 26.63% in the event of exercise of all BSAs).
Gérard Soula, the president of the Company’s Board of Directors, and Vester Finance, a financial historical shareholder of the Company holding respectively 7.8% and 10.4% of the share capital and 11.6% and 9.2% of the voting rights of the Company, have participated to the Private Placement for an amount of €0.5 million and €0.9 million respectively. Following completion of the Private Placement, they will own 7.5% and 10.3% respectively of the share capital of the Company.
In addition, a new significant investor, Armistice Capital, has participated to the Private Placement for an amount of €7 million. Following completion of the Private Placement, it will own 8.5% of the share capital of the Company.
To the Company’s knowledge, immediately prior to completion of the Private Placement, the breakdown of the Company's share capital was as follows:
| | On an non-diluted basis | On a diluted basis(1) |
| Number of shares | % of capital | % of voting rights(2) | % of capital | % of voting rights(2) |
| Soula family | 1,564,913 | 9.8% | 15.2% | 11.0% | 16.0% |
| Gérard Soula | 1,239,147 | 7.8% | 11.6% | 8.0% | 11.7% |
| Olivier Soula | 325,766 | 2.0% | 3.5% | 3.0% | 4.3% |
| Financial investors | 2,832,921 | 17.8% | 18.7% | 16.9% | 17.9% |
| Vester Finance(3) | 1,661,274 | 10.4% | 9.2% | 9.9% | 8.9% |
| Innobio (a) | 376,611 | 2.4% | 2.9% | 2.3% | 2.7% |
| BioAM Funds (b) | 77,977 | 0.5% | 0.4% | 0.5% | 0.4% |
| FPS Bpifrance Innovation I (c) | 329,310 | 2.1% | 1.8% | 2.0% | 1.8% |
| Sub-total (a)+(b)+(c) | 783,898 | 4.9% | 5.1% | 4.7% | 4.9% |
| Amundi Funds | 1,570 | 0.0% | 0.0% | 0.0% | 0.0% |
| Viveris Funds | 25,618 | 0.2% | 0.3% | 0.2% | 0.3% |
| Oréo Finance | 40,561 | 0.3% | 0.5% | 0.2% | 0.4% |
| SHAM(4) | 320,000 | 2.0% | 3.6% | 1.9% | 3.4% |
| Employees | 249,433 | 1.6% | 1.9% | 4.1% | 4.1% |
| Scientific Committee (BSA) | 700 | 0.0% | 0.0% | 0.1% | 0.1% |
| Auto-control (5) | 31,214 | 0.2% | 0.2% | 0.2% | 0.2% |
| Other shareholders (6) | 11,280,019 | 70.7% | 64.1% | 67.7% | 61.7% |
| Total | 15,959,200 | 100.0% | 100.0% | 100.0% | 100.0% |
| (1) | After the issue of a maximum total number of 759,920 ordinary shares resulting from (i) the definitive acquisition of the 664,005 free shares (actions gratuites) allotted by the Company and outstanding as at today, and (ii) the exercise of all 45,915 warrants (bons de souscription d’actions) and 50,000 founder warrants (bons de souscription de parts de créateur d’entreprise – "BSPCE") outstanding as at today. |
| (2) | Theoretical voting rights (i.e. including shares without voting rights). A voting right double that conferred on other shares, having regard to the proportion of the share capital they represent, is attributed to all fully paid-up shares (whatever their category) for which proof is provided of having been nominatively registered for at least two years in the name of the same shareholder. |
| (3) | The 1,664,274 shares are those known by the Company as of December 31st 2024. |
| (4) | SHAM: Société Hospitalière d’Assurance Mutuelles. |
| (5) | Auto-control shares held under the liquidity contract with Kepler Capital Markets as at January 31, 2025. |
| (6) | Including any bearer shares held by the Company’s historical financial investors. |
To the Company’s knowledge, following completion of the Private Placement, the breakdown of the Company’s share capital is as follows:
| | On an non-diluted basis | On a diluted basis(1) |
| Number of shares | % of capital | % of voting rights(2) | % of capital | % of voting rights(2) |
| Soula family | 1,674,083 | 9.3% | 14.1% | 9.8% | 14.0% |
| Gérard Soula | 1,348,317 | 7.5% | 10.9% | 7.4% | 10.5% |
| Olivier Soula | 325,766 | 1.8% | 3.2% | 2.4% | 3.5% |
| Financial investors | 4,557,811 | 25.2% | 25.3% | 30.0% | 29.6% |
| Vester Finance | 1,857,780 | 10.3% | 9.2% | 9.8% | 8.9% |
| Armistice | 1,528,384 | 8.5% | 7.6% | 14.6% | 13.3% |
| Innobio (a) | 376,611 | 2.1% | 2.6% | 1.8% | 2.2% |
| BioAM Funds (b) | 77,977 | 0.4% | 0.4% | 0.4% | 0.3% |
| FPS Bpifrance Innovation I (c) | 329,310 | 1.8% | 1.6% | 1.6% | 1.4% |
| Sub-total (a)+(b)+(c) | 783,898 | 4.3% | 4.6% | 3.7% | 4.0% |
| Amundi Funds | 1,570 | 0.0% | 0.0% | 0.0% | 0.0% |
| Viveris Fund | 25,618 | 0.1% | 0.3% | 0.1% | 0.2% |
| Oréo Finance | 40,561 | 0.2% | 0.4% | 0.2% | 0.4% |
| SHAM(3) | 320,000 | 1.8% | 3.2% | 1.5% | 2.8% |
| Employees | 249,433 | 1.4% | 1.7% | 3.3% | 3.4% |
| Scientific Committee (BSA) | 700 | 0.0% | 0.0% | 0.1% | 0.1% |
| Auto-control(4) | 31,214 | 0.2% | 0.2% | 0.1% | 0.1% |
| Other shareholders(5) | 11,570,959 | 64.0% | 58.8% | 56.7% | 52.8% |
| Total | 18,084,200 | 100.0% | 100.0% | 100.0% | 100.0% |
| (1) | After the issue of a maximum total number of 2,884,920 ordinary shares resulting from (i) the definitive acquisition of the 664,005 free shares (actions gratuites) allotted by the Company and outstanding as at today, and (ii) the exercise of all 45,915 warrants (bons de souscription d’actions) and 50,000 founder warrants (bons de souscription de parts de créateur d’entreprise – "BSPCE") and (iv) the exercice of all the 2 125 000 warrants described in this press release. |
| (2) | Theoretical voting rights (i.e. including shares without voting rights). A voting right double that conferred on other shares, having regard to the proportion of the share capital they represent, is attributed to all fully paid-up shares (whatever their category) for which proof is provided of having been nominatively registered for at least two years in the name of the same shareholder. |
| (3) | SHAM: Société Hospitalière d’Assurance Mutuelles. |
| (4) | Auto-control shares held under the liquidity contract with Kepler Capital Markets as at January 31, 2025. |
| (5) | Including any bearer shares held by the Company’s historical financial investors. |
On the basis of the share capital of the Company immediately after completion of the Private Placement, the interest of a shareholder who held 1.00% of the Company’s share capital prior to the above-mentioned capital increase and who did not subscribe to it now stands at 0.882% on a non-diluted basis and 0.847% on a diluted basis.
Admission to trading of the New Shares
The New Shares are expected to be admitted to trading on the regulated market of Euronext Paris on February 28, 2025.
The New Shares will be subject to the provisions of the Company’s bylaws and will be assimilated to existing shares upon final completion of the Private Placement. They will bear current dividend rights and will be admitted to trading on the same listing line as the Company’s existing shares under the same ISIN code FR0011184241- ADOC.
Standstill and lock-up commitments
In the context of the Private Placement, the Company has signed a standstill commitment for a period of 90 calendar days from the date of settlement-delivery of the Private Placement, subject to certain customary exceptions.
The directors of the Company and its Chief Executive Officer have signed a lock-up commitment taking effect on the execution date of said commitment and which will continue for a period of 90 calendar days following the issuance date of the ABSAs in respect of their entire shareholding, representing respectively 7.5% for the Chairman, and 1.8% for the Chief Executive Officer of the Company’s share capital2 on a non-diluted basis, subject to certain customary exceptions.
Financial intermediaries
Maxim Group LLC acted as lead placement agent and All Invest acted as co-placement agent. (collectively, the "Placement Agents") relating to the Private Placement. The Private Placement is governed by agreements entered into between the Company and each of the Placement Agents.
Indicative timetable
| February 25, 2025 | Decisions of the Board of Directors setting the terms and conditions of the Private Placement (including the subscription price of the ABSAs and the gross amount of the Private Placement). |
| February 26, 2025 | Publication of this press release. Publication of the Information Document. Publication of the Euronext notice of admission of the New Shares to trading on Euronext Paris. |
| February 28, 2025 | Settlement-delivery of the ABSAs - Detachment of the BSA - Start of trading of the New Shares on Euronext Paris. |
| By March 7, 2025 | Admission of the BSAs on Euronext Growth. |
Risk factors
The risk factors relating to the Company are set out in section 1.4 of the Company’s universal registration document filed with the AMF under number D. 24-0354 on April 29, 2024, as updated in Section VIII of the Information Document. These documents are available free of charge on the Company’s website at www.adocia.com/fr/investisseurs and on the AMF’s website at www.amf-france.org.
Investors are also advised to consider the following risks specific to the Private Placement: (i) the market price of the Company’s shares may fluctuate and fall below the subscription price of the shares issued in the context of the Private Placement, (ii) the volatility and liquidity of the Company’s shares may fluctuate significantly, (iii) sales of the Company’s shares may occur on the market and negatively impact the Company’s share price, (iv) the Company’s shareholders who have not participated in the Private Placement could suffer potentially significant dilution resulting from the Private Placement, the potential exercise of the BSAs and, more generally, any future capital increases made necessary by the Company’s search for financing.
About Adocia
Adocia is a biotechnology company specializing in the discovery and development of therapeutic solutions in the field of metabolic diseases, primarily diabetes and obesity.
The Company has a broad portfolio of drug candidates based on four proprietary technology platforms: 1) The BioChaperone® technology for the development of new generation insulins and products combining different hormones; 2) AdOral®, an oral peptide delivery technology; 3) AdoShell®, an immunoprotective biomaterial for cell transplantation, with an initial application in pancreatic cells transplantation; and 4) AdoGel®, a long-acting drug delivery platform.
Adocia holds more than 25 patent families. Based in Lyon, the company has about 80 employees. Adocia is listed on the regulated market of Euronext™ Paris (Euronext: ADOC; ISIN: FR0011184241).
Disclaimer
This press release does not constitute an offer to sell or the solicitation of an offer to buy ordinary shares of the Company, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation").
In France, the offer of ADOCIA (the "Company") shares described below will be made exclusively in the context of a capital increase reserved to the category of beneficiaries, within the meaning of Article L. 225-138 of the French commercial code, defined in the twenty-first resolution of the Company’s combined shareholders’ meeting held on June 13, 2024. It shall not constitute a public offering requiring the publication of a prospectus to be approved by the Autorité des marchés financiers. The Company will make available to the public an information document containing the information set out in Annex IX of the Prospectus Regulation.
With respect to Member States of the European Economic Area, no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of Article 1(4) of the Prospectus Regulation or, otherwise, in cases not requiring the publication of a prospectus under Article 3 of the Prospectus Regulation and/or the applicable regulations in such Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations", etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release may not be distributed, directly or indirectly, in or into the United States. This press release and the information contained herein does not, and will not, constitute an offer of the Company's shares for sale or subscription, nor the solicitation of an offer to subscribe or to purchase, such shares in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The shares of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to conduct a public offering in the United States.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other securities of the Company must be made solely based on information publicly available about the Company. Such information is not the responsibility of Maxim Group LLC or of All Invest and has not been independently verified by Maxim Group LLC or All Invest.
1 Based on the volatility of last 12 months of Biotech Index
2 To its knowledge, the other directors do not currently hold any outstanding shares in the Company.
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Contacts
Adocia
Olivier Soula
CEO
contactinvestisseurs@adocia.com
+33 (0)4 72 610 610
https://www.linkedin.com/company/adocia/
www.adocia.com
Ulysse Communication
Adocia Press & Investor Relations
Bruno Arabian
Nicolas Entz
adocia@ulysse-communication.com
+ 33 (0)6 87 88 47 26
