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PARIS and Cambridge, Mass., June 19, 2021 (GLOBE NEWSWIRE) — Biophytis SA (Nasdaq CM: BPTS, Euronext Progress Paris: ALBPS), (“Biophytis” or the “Firm”), a clinical-stage biotechnology firm centered on the event of therapeutics aimed toward slowing the degenerative processes related to growing older and enhancing practical outcomes for sufferers affected by age-related ailments, together with extreme respiratory failure in sufferers affected by COVID-19, in the present day proclaims a brand new line of financing by Bonds Redeemable in Money and New and Current Shares (ORNANE) with Atlas, a specialised funding fund primarily based in New York (United States), for €32 million (the “2021 Atlas Contract”). This line of financing shall be used for additional medical growth of Sarconeos (BIO101) in sarcopenia following our SARA section 2 outcomes and for the subsequent growth steps of the product in COVID-19 following our COVA section 2-Three outcomes, in addition to the financing of the Firm’s actions going ahead.
The Firm additionally proclaims the issuance of 240 ORNANE Bonds, for a complete quantity of €6 million below its current convertible bond settlement with Atlas (the “2020 Atlas Contract”).
Stanislas Veillet, President and CEO of Biophytis, mentioned: “We’re happy to conclude this new ORNANE contract with Atlas that enables us to safe the Firm’s financing going ahead. Within the meantime, we’ve got simply drawn two tranches of convertible below the present settlement with Atlas for a complete of €6 million, that may allow Biophytis to i) supply beginning supplies required for the approaching manufacturing of registration and business batches – supplied constructive outcomes from COVA, ii) to scale up manufacturing and industrialization actions and to iii) begin the Expanded Entry COVA Program. These actions are immediately linked to the potential submitting for Emergency Use Authorization within the U.S. and Conditional Advertising Authorisation within the EU later in 2021.”
a) 2021 Atlas Contract
The brand new financing instrument permits the issuance of 1280 bonds with an choice for change in money and/or conversion into new or current shares (ORNANE). Topic to the problem of the eighth and final tranche below the 2020 Atlas Contract, the €32 million whole financing may be drawn by Biophytis over the subsequent three years, with out obligation, by Eight successive tranches of €Four million every. This facility will safe the Firm money place, as a way to proceed the event of its medical actions particularly additional growth of Sarconeos (BIO101). The dangers inherent on this financing scheme are described within the “Danger Elements” part of the Firm’s Annual 2020 Report accessible on BIOPHYTIS web site (www.biophytis.com) and within the “Danger Elements” part of the Firm’s registration assertion on Type F-1 and different stories filed with the Securities and Trade Fee (the “SEC”).
Authorized framework
The issued securities will give Atlas entry instantly or sooner or later to the Firm’s share capital with cancelation of the shareholders’ preferential subscription rights to the advantage of a class of individuals pursuant to Article L. 225-129 et seq. of the French Business Code.
Pursuant to the delegation granted by the Normal Assembly of Shareholders of 10 Could 2021, the Firm’s Board of Administrators accredited the conclusion of the 2021 Atlas Contract throughout its assembly on June 8, 2021. The 2021 Atlas Contract was concluded on 14 June 2021.
This provide of monetary securities didn’t end in a prospectus topic to AMF approval.
The Firm will maintain the shareholders knowledgeable of the train of the ORNANE and the following conversions, by a abstract desk of the ORNANE, and the variety of shares in circulation, all of which shall be accessible on the Firm web site.
Predominant traits of the ORNANE
The ORNANE could have a par worth of €25 00Zero euros. They won’t bear curiosity and could have a 24-month maturity from issuance. The holder of ORNANE could request at any time to transform them throughout their maturity interval, and the Firm shall have the correct to redeem the ORNANE in money. In case of money redemption, the quantity reimbursed shall be restricted to 110% of the principal.
On the finish of the maturity interval, and within the case the place the ORNANE wouldn’t have been redeemed both in money or in new or current shares, the holder could have the duty to transform the ORNANE.
The holder can ask to transform the ORNANE at any time on the conversion parity decided by the next method: N = Vn / (R x P), the place
- “N” is the variety of shares yielded by the conversion,
- “Vn” is the par worth of the ORNANEs, i.e., €25,00Zero every,
- “R” is the conversion ratio, i.e., 1.00,
- “P” is the conversion worth, i.e., the Pricing Interval VWAP in the course of the Pricing Interval of 10 buying and selling days previous the reception of the Conversion Discover
On the day of the conversion request, the Firm could redeem the ORNANE in money utilizing the next method: V = (Vn/P) * Pr, the place
- “V” is the quantity to be redeemed to the holder.
- “Pr” is the revised worth.
The revised worth is the bottom worth between (i) the quantity weighted common worth over the 10 buying and selling days previous the date on which conversion is requested and (ii) P*1.10
ORNANE could also be transferred by their holders solely to Associates and won’t be topic to a request for buying and selling admission on the Euronext Progress market.
Variety of securities and dilution (assumptions)
Primarily based on the 113 854 795 excellent shares, and primarily based on issuance and conversion of a €Four million tranche, and of all tranches on 14 June 2021 and a conversion worth equal to €0,9376, the affect on a shareholder’s 1% stake within the Firm’s capital previous to the operation could be:
Affect on a shareholder’s 1% stake within the Firm’s capital previous to the transaction | Non diluted | Diluted | ||
Earlier than issuing of latest ORNANE | 1.00 | % | 0.95 | % |
Upon conversion of 1 tranche of the brand new 2021 ORNANE contract from Atlas: issuing of 4 266 197 extra shares | 0.96 | % | 0.92 | % |
Upon conversion of the totality of the brand new 2021 ORNANE contract from Atlas: issuing of 34 129 576 extra shares | 0.77 | % | 0.74 | % |
b) Drawing of two tranches of the 2020 Atlas Contract
On April 7, 2020, Biophytis introduced a convertible line of €24 million from Atlas. The press launch is offered on the Firm’s web site (www.biophytis.com) within the part “2020 press releases”. The financing instrument permits the issuance of 960 ORNANE, at a par worth of €25,00Zero every. The €24 million whole financing may be drawn by Biophytis over the subsequent Three years, with out obligation, by Eight successive tranches of €Three million every. The Firm drew a primary tranche of €Three million throughout April 2020, a second tranche of the identical quantity in July 2020, and a 3rd tranche of €Three million in September 2020.
After the drawing of the 4th and 5th tranches for a complete of €6 million, €9 million will stay from the present instrument.
Reminder of the primary traits of the 2020 Atlas ORNANE contract issued
The ORNANE don’t bear curiosity and have a 24-month maturity from issuance. The holder of ORNANE could request at any time to transform them throughout their maturity interval, and at the moment, the Firm will have the ability to redeem the ORNANE in money. In case of money redemption, the quantity reimbursed shall be restricted to 115% of the principal.
Variety of securities and dilution (assumptions)
As of June 14, primarily based on 113, 854,795 excellent shares, on the conversion on this present day and a conversion worth equal to 97% of the pricing interval VWAP of €0.9094, dilution is mirrored as follows:
Affect on a shareholder’s 1% stake within the Firm’s capital previous to the transaction | Non diluted | Diluted | ||
Earlier than issuing of latest ORNANE | 1.00 | % | 0.95 | % |
Upon conversion of the ORNANE from tranches 4 &5 of Atlas: issuing of 6 597 212 extra shares | 0.95 | % | 0.90 | % |
About BIOPHYTIS
Biophytis SA is a clinical-stage biotechnology firm specialised within the growth of therapeutics which might be aimed toward slowing the degenerative processes related to growing older and enhancing practical outcomes for sufferers affected by age-related ailments, together with extreme respiratory failure in sufferers affected by COVID-19. Sarconeos (BIO101), our main drug candidate, is a small molecule, administered orally, being developed as a remedy for sarcopenia in a Section 2 medical trial in america and Europe (SARA-INT). It is usually being studied in a medical two-part Section 2-Three examine (COVA) for the remedy of extreme respiratory manifestations of COVID-19 in Europe, Latin America, and the US. A pediatric formulation of Sarconeos (BIO101) is being developed for the remedy of Duchenne Muscular Dystrophy (DMD). The corporate is predicated in Paris, France, and Cambridge, Massachusetts. The corporate’s frequent shares are listed on Euronext Progress (Ticker: ALBPS -ISIN: FR0012816825) and ADSs are listed on Nasdaq Capital Market (Ticker BPTS – ISIN: US09076G1040). For extra data go to www.biophytis.com
Disclaimer
This press launch comprises forward-looking statements. Ahead-looking statements embrace all statements that aren’t historic info. In some circumstances, you possibly can establish these forward-looking statements by means of phrases comparable to “outlook,” “believes,” “expects,” “potential,” “continues,” “could,” “will,” “ought to,” “may,” “seeks,” “predicts,” “intends,” “traits,” “plans,” “estimates,” “anticipates” or the detrimental model of those phrases or different comparable phrases. These forward-looking statements embrace statements concerning Biophytis’ anticipated timing for its varied Sarconeos (BIO101) medical trials and expectations concerning commercialization. Such forward-looking statements are primarily based on assumptions that Biophytis considers to be cheap. Nonetheless, there may be no assurance that the statements contained in such forward-looking statements shall be verified, that are topic to numerous dangers and uncertainties together with, with out limitation, delays in affected person recruitment or retention, interruptions in sourcing or provide chain, its capability to acquire the mandatory regulatory authorizations, COVID-19-related delays, and the affect of the present pandemic on the Firm’s medical trials. The forward-looking statements contained on this press launch are additionally topic to dangers not but recognized to Biophytis or not at the moment thought-about materials by Biophytis. Accordingly, there are or shall be necessary components that would trigger precise outcomes or outcomes to vary materially from these indicated in these statements. Please consult with the “Danger Elements” part of the Firm’s Annual 2020 Report accessible on BIOPHYTIS web site (www.biophytis.com) and to the dangers mentioned within the Firm’s registration assertion on Type F-1 and different stories filed with the Securities and Trade Fee (the “SEC”). We undertake no obligation to publicly replace or overview any forward-looking assertion, whether or not on account of new data, future developments or in any other case, besides as required by legislation.
Biophytis Contact for Investor Relations
Evelyne Nguyen, CFO
evelyne.nguyen@biophytis.com
Media contact
Life Sci Advisors
Sophie Baumont
E: sophie@lifesciadvisors.com
T: +33 6 27 74 74 49
Investor Relations
LifeSci Advisors, LLC
Chris Maggos
E: chris@lifesciadvisors.com
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