- Capital increase consisting of an offer to qualified
investors, categories of investors and individual investors via the
PrimaryBid platform
- Subscription commitments from existing shareholders and new
investors for a total of around 6.46 M€
- Issue price of the new shares of €3.13 per share
- Closing of the Primary Bid and the Private Placement and the
Reserved Offer on March 14, 2024, at 10:00 pm
- The funds raised will be used principally to finalize the
phase 2/3 study ACTISAVE and the publication of its results
expected in Q2 2024, as well as the preparation of the registration
plan for glenzocimab
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Regulatory News:
ACTICOR BIOTECH (FR0014005OJ5 – ALACT - the "Company"), a
clinical-stage biotechnology company focused on the development of
innovative drugs for the treatment of cardiovascular emergencies,
in particular stroke, announces today the launch of a fundraising
of a minimum of 7 million euros via the issuance of new ordinary
shares to institutional and individual investors (via the
PrimaryBid platform) (the "Offering").
ACTICOR BIOTECH will use the proceeds of this capital increase
to pursue its development plan in the emergency treatment of
stroke. The Company mainly plans to use the funds raised to:
- Finalization of phase 2/3 of the ACTISAVE study, with a view to
publication of results;
- Validation of the overall registration plan with the regulatory
authorities (FDA and EMA); and
- Preparation of the additional studies required to register
glenzocimab in Europe and the United States.
On the basis of planned expenditure, the net cash balance and
net financial debt at December 31, 2023, which amount respectively
to €3.9 million and €3.3 million (unaudited), and the funds raised,
the Company estimates that it will be able to finance its
operations until the end of Q3 2024. Beyond that, the Company's
financing needs to meet its obligations over the next 12 months are
estimated by the Company at around 6 additional million euros.
Gilles AVENARD, Chief Executive Officer of Acticor
Biotech said: "The completion of our enrolment in the ACTISAVE
study and the publication of its results, expected in the second
quarter of 2024, mark a decisive step towards the registration of
glenzocimab for the treatment of stroke. Evidence from our ACTIMIS
study, published in The Lancet Neurology, has strengthened
glenzocimab's safety profile and demonstrated its ability to reduce
intracerebral haemorrhage and mortality. We are extremely grateful
to our new investors and our long-standing shareholders for their
support in this fund-raising, which will enable us to pursue our
development plan for glenzocimab."
Terms and Conditions of the Offer
The Offer will be made at a price of 3.13 euros per new share,
in two separate and concurrent tranches and under the same pricing
conditions (the "Offering"):
- A private placement (the "Private Placement"), through
the issue of new ordinary shares without pre-emptive subscription
rights, for the benefit of qualified investors or a restricted
circle of investors, in France and abroad, on the basis of Article
L. 411-2, 1° of the French Monetary and Financial Code, in
accordance with the 14th resolution of the Annual General Meeting
of May 12, 2023 (the "AGM");
- A reserved offering (the "Reserved Offering") of new
ordinary shares, without pre-emptive subscription rights, to
specific categories of investors, on the basis of article L.
225-138 et seq. of the French Commercial Code, in France and
abroad, in accordance with the 13th resolution of the Annual
General Meeting; and
- A public offering without a designated beneficiary, by way of
an issue of new ordinary shares with cancellation of preferential
subscription rights, aimed at individual investors of French
nationality or nationals of member states of the European Economic
Area, via the PrimaryBid platform (the "PrimaryBid
Offering"), which will be carried out on the basis of an
allocation proportional to requests within the limit of the amount
allocated to this public offering, with a reduction in allocations
in the event of excess requests where applicable, on the basis of
Article L. 225-136 of the French Commercial Code and article L.411
.2-1,1° of the French Monetary and Financial Code, in accordance
with the 12th resolution of the Annual General Meeting.
The total amount of the operation would be 7 million euros at
minimum, including issue premium, with a possibility to increase
this total amount in case of higher demand.
The amount of the Offering will depend exclusively on the orders
received for each of the above-mentioned components, with no
possibility of reallocating the amounts allocated from one to the
other. The PrimaryBid Offer to retail investors is incidental to
the Global Offering and may not exceed 20% of the total amount of
the Offer. In any event, the PrimaryBid Offer and the corresponding
capital increase will not be completed if the capital increase
resulting from the Global Offering is not completed.
The Private Placement and the Reserved Offering will be carried
out by "accelerated bookbuilding", at the end of which the number
of new shares to be issued will be determined, in compliance with
the resolutions of the Annual General Meeting.
The subscription price of the new shares will be equal to 3.13
euros, representing a discount of 25.65% compared with the closing
price of the ACTICOR BIOTECH share on March 14, 2024, i.e. €4.21,
and of 26.67% compared with the volume-weighted average price of
the ACTICOR BIOTECH share on the Euronext Growth multilateral
trading facility over the last 3 trading sessions prior to its
determination (i. e. from 11 to March 14, 2024 inclusive), i.e.
€4.4506, in compliance with the resolutions of the General Meeting.
The subscription price of the new ordinary shares issued under the
PrimaryBid Offer will be equal to the price of the new ordinary
shares issued under the Private Placement and the Reserved
Offer.
The final number of shares to be issued will be decided by the
Chief Executive Officer of the Company, pursuant to and within the
limits of the sub-delegations of authority granted by the Board of
Directors of the Company as of the date of this press release and
in accordance with the resolutions of the Annual General
Meeting.
The final number of shares to be issued will be the subject of a
subsequent press release relating to the completion, if any, of the
contemplated issue.
The accelerated bookbuilding procedure for the Private Placement
and the Reserved Offer will be initiated immediately following the
publication of this press release and is expected to close no later
than 10 pm on March 14, 2024, subject to any early closing or
extension. The PrimaryBid Offer will also commence immediately and
will also close at 10 p.m. on that day, subject to any early
closing. The Company will announce the results of the Offer by
press release after the order book closes, tomorrow before the
market opens.
Settlement-delivery of the new ordinary shares to be issued as a
result of the Offer and their admission to trading on the Euronext
Growth® Paris multilateral trading facility is scheduled for March
19, 2024. The new shares will be subject to all the provisions of
the Company's bylaws and will be assimilated to the existing shares
as soon as the capital increase is completed. They will carry
dividend rights and will be admitted to trading on the Euronext
Growth Paris market on the same quotation line as the Company's
shares already listed under the same ISIN code FR0014005OJ5 -
ALACT.
Subscription commitments for a total amount of €6.36
million
The Company has received subscription commitments in connection
with the Offer for a total amount of approximately €6.46 million,
including €950,000 in commitments received by members of the
Company's Board of Directors (Gilles Avenard Biotech Consulting1,
FPCI CAP DECISIF 3 (Karista)2 and Mr. Rinaldo del Bono)3. It is
specified that none of the members of the Board of Directors having
subscribed to the Offer took part in the vote on the decision
setting its terms.
In return for their subscription commitments, which are intended
to secure the completion of the capital increase, certain investors
(other than the above-mentioned members of the Board of Directors),
whose total subscription commitments amount to € 5.31 million (i.e.
82.19% of the total amount of subscription commitments), will
receive a commission corresponding to 5% of the amount of their
subscription commitment, i.e. a total amount of €265,500, which
will be deducted from the gross proceeds of the capital increase,
subject to its completion. This commission will be payable in full,
irrespective of the number of new shares actually subscribed by
these investors as part of the transaction.
Capital increase open to individuals via the PrimaryBid
platform
Investors can subscribe to the PrimaryBid Offer only via the
PrimaryBid partners mentioned on the PrimaryBid website
(www.PrimaryBid.fr). The PrimaryBid Offer is not subject to a
placement and guarantee agreement.
Undertakings to retain shares and refrain from issuing
shares
The Offer does not give rise to any commitments by existing
shareholders to retain their shares.
In connection with the Capital Increase, the Company has
undertaken to refrain from issuing shares for a period of 60 days
from the settlement-delivery date of the Offer, subject to
customary exceptions.
Capital structure at December 31, 2023
To the best of the Company's knowledge, the breakdown of
shareholders at December 31, 2023 on an undiluted basis is as
follows:
Shareholder
Number of shares
% of capital
Mr. Gilles Avenard (Chief Executive
Officer and Director)4
143,664
1.09%
Mr. Alain Munoz (Director)
14,705
0.11%
Mr. Jean-Pierre Cazenave (Director)
1,404
0.01%
FPCI CAP DECISIF 3 (Director)
925,530
7.02%
NEWTON BIO CAPITAL I PRICAF PRIVEE SA
(Director)
1,556,480
11.80%
GO CAPITAL AMORCAGE II (Director)
767,689
5.82%
MEDIOLANUM FARMACEUTICI S.p.A and Mr. del
Bono (Director)5
3,737,277
28.34%
A&B (HK) LIMITED (censor)
733,049
5.56%
Total Directors and Managers
7,879,798
59.74%
CMS MEDICAL VENTURE INVESTMENT (HK)
LIMITED
733,049
5.56%
Total investment funds
733,049
5.56%
Own shares held as of March 11
48,764
0.37%
Free float
4,527,530
34.33%
Total
13,189,141
100%
Financial Intermediaries
INVEST SECURITIES
INVEST CORPORATE
FINANCE
Global Coordinator, Lead Manager
and Bookrunner
Financial Consulting
Under the PrimaryBid Offer, investors will be able to subscribe
only via the PrimaryBid platform (https://primarybid.fr/) or via
PrimaryBid partners listed on the PrimaryBid website.
Guarantee of the Offer
The Offer is not underwritten. However, the Private Placement
and the Reserved Offering are subject to a placement agreement
between the Company and INVEST SECURITIES.
Prospectus
The Offer does not give rise to a prospectus subject to approval
by the Autorité des marchés financiers.
This press release does not constitute a prospectus under
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14, 2017, as amended, or a public offering.
Eligibility for certain tax schemes
The Company is eligible for the following five tax schemes: PEA
"classique", PEA "PME-ETI", economic reinvestment (article 150-0 B
ter, I, 2° of the French General Tax Code), IR-PME (article 199
terdecies-0 A, I, A of the French General Tax Code) as well as FCPI
investment quotas (art. 124-130 of the CMF).
Investors are advised to consult their usual tax advisor to
assess their personal situation with regard to the specific
regulations applicable, and subsequently to identify themselves to
the Company in order to draw up any necessary supporting
documents.
Risk factors
The public's attention is drawn to the risk factors relating to
the Company and its business, presented in chapter 3 of the
universal registration document 2022 approved by the Autorité des
marchés financiers on April 26, 2023 under number R. 22-011, which
is available free of charge on the Company's website
(www.acticor-biotech.com) and the website of the Autorité des
marchés financiers (www.amf-france.org). The occurrence of any or
all of these risks could have an adverse effect on the Company's
business, financial situation, results, development or
prospects.
In addition, investors are invited to consider the following
risks specific to the issue: (i) the market price of the Company's
shares could fluctuate and fall below the subscription price of the
shares issued under the Offer, (ii) the volatility and liquidity of
the Company's shares could fluctuate significantly, (iii) sales of
the Company's shares could occur on the market and have an
unfavorable impact on the Company's share price, (iv) the Company's
shareholders could suffer potentially significant dilution as a
result of any future capital increases made necessary by the
Company's search for financing, and (v) as the shares are not
intended to be listed on a regulated market, investors will not
benefit from the guarantees associated with regulated markets.
As previously announced, the Company will publish its financial
statements for the year ended December 31, 2023 on April 30,
2024.
Forward-looking statements
This press release contains forward-looking statements with
respect to Acticor Biotech and its business. Acticor Biotech
believes that these forward-looking statements are based on
reasonable assumptions. However, no assurance can be given that the
expectations expressed in such forward-looking statements will
prove to have been correct, as they are subject to risks, including
those described in Chapter 3 of the Universal Registration Document
approved by the AMF under number R. 22 - 011 on April 26, 2023, and
to changes in economic conditions, financial markets and the
markets in which Acticor Biotech operates. The forward-looking
statements contained in this press release are also subject to
risks that are unknown to Acticor Biotech or that Acticor Biotech
does not currently consider material. The occurrence of some or all
of these risks could cause Acticor Biotech's actual results,
financial condition, performance or achievements to differ
materially from current results, financial condition, performance
or achievements.
About ACTICOR BIOTECH
Acticor Biotech is a clinical stage biopharmaceutical company, a
spin-off from INSERM (the French National Institute of Health and
Medical Research), which is aiming to develop an innovative
treatment for cardiovascular emergencies, including ischemic
stroke.
The positive results of the phase 1b/2a study, ACTIMIS,
published in January 2024 in the Lancet Neurology (link to the
publication) confirmed the safety profile of glenzocimab and showed
a reduction in mortality and intracerebral hemorrhage in the
glenzocimab-treated group of stroke patients. These results were
confirmed by a post-hoc analysis of brain imaging at 0 and 24 hours
using artificial intelligence (Brainomix, UK). This independent
analysis confirmed the reduction in the number and volume of
intracerebral lesions in patients treated with glenzocimab.
The efficacy of glenzocimab is now being analyzed in an
international Phase 2/3 study, ACTISAVE, with clinical results
expected in Q2 2024.
In July 2022, Acticor Biotech was granted "PRIME" status by the
European Medicines Agency (EMA) for glenzocimab in the treatment of
stroke. This designation will allow the company to strengthen its
interactions and obtain early dialogues with regulatory
authorities.
Acticor Biotech is supported by a panel of European and
international investors (Mediolanum farmaceutici, Karista, Go
Capital, Newton Biocapital, CMS Medical Venture Investment (HK)
Limited, A&B (HK) Limited, Anaxago, and the Armesa foundation).
Acticor Biotech is listed on Euronext Growth Paris since November
2021 (ISIN: FR0014005OJ5 – ALACT).
For more information, visit: www.acticor-biotech.com
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 Offering described above will take place solely
as (i) a global placement to qualified investors or a limited
number of investors, pursuant to Article L. 411-2, 1° of the French
Monetary and Financial Code and applicable regulations, and (ii) a
global placement to qualified investors or a limited number of
investors, pursuant to Article L. 411-2, 1° of the French Monetary
and Financial Code and applicable regulations and (ii) a public
offering of securities without a named beneficiary, pursuant to
Article L. 225-136 of the French Commercial Code, Article
L.411.2-1,1° of the Monetary and Financial Code and applicable
regulations.
With respect to Member States of the European Economic Area
(including France), no action has been taken or will be taken to
permit a public offering of the securities referred to in this
press release which would require the publication of a prospectus
(pursuant to article 3 of the Prospectus Regulation) in any Member
State.
This press release and the information it contains is not an
offer to sell, nor the solicitation of an offer to subscribe for or
buy, new ordinary shares in the United States or any other
jurisdiction where restrictions may apply including notably Canada,
Australia or Japan. Securities may not be offered or sold in the
United States absent registration under the Securities Act or an
exemption from registration thereunder. Acticor Biotech does not
intend to conduct a public offering of the new ordinary shares in
the United States, or in any other jurisdiction.
This communication is being distributed only to, and is directed
only at (a) persons outside the United Kingdom, (b) persons who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"), and
(c) high net worth entities, and other persons to whom it may
otherwise lawfully be communicated, falling within Article 49(2) of
the Order (all such persons together being referred to as
"Relevant Persons"). Any investment or investment activity
to which this communication relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Any
person who is not a Relevant Person should not act or rely on this
communication or any of its contents.
Solely for the purposes of each manufacturer’s product approval
process, the target market assessment in respect of the new
ordinary shares has led to the conclusion in relation to the type
of clients criteria and only that: (i) the type of clients to whom
the new ordinary shares are targeted is eligible counterparties,
professional clients and retail clients, each as defined in
Directive 2014/65/EU, as amended (“MiFID II”); and (ii) all
channels for distribution of the new ordinary shares to eligible
counterparties, professional clients and retail clients are
appropriate. Any person subsequently offering, selling or
recommending the new ordinary shares (a “Distributor”)
should take into consideration the manufacturers’ type of clients
assessment; however, a Distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the new ordinary shares (by either adopting or refining
the manufacturers’ type of clients assessment) and determining
appropriate distribution channels. For the avoidance of doubt, even
if the target market includes retail clients, the sole global
coordinator and bookrunner has decided it will only procure
investors for the new ordinary shares who meet the criteria of
eligible counterparties and professional clients.
This 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.
This press release has not been independently verified and no
representation or warranty, express or implied, is made or given by
or on behalf of any of the sole global coordinator and bookrunner
or any of its parent or subsidiary undertakings, or the subsidiary
undertakings of any such parent undertakings, or any of such
person’s respective directors, officers, employees, agents,
affiliates or advisers, as to, and no reliance should be placed on,
the accuracy, completeness or fairness of the information or
opinions contained in this press release and no responsibility or
liability is assumed by any such persons for any such information
or opinions or for any errors or omissions. All information
presented or contained in this press release is subject to
verification, correction, completion and change without notice.
The sole global coordinator and bookrunner is acting exclusively
for the Company and no one else in connection with the Global
Placement and will not regard any other person (whether or not a
recipient of this press release) as its client in relation to the
Global Placement and will not be responsible to anyone other than
the Company for providing the protections afforded to its client
nor for providing advice in relation to the proposed Global
Placement.
1 The company's Chairman and sole shareholder, Gilles Avenard,
is also Chief Executive Officer and a director of the Company. 2
Whose management company, Karista, is also a director of the
Company. 3 The total subscription commitment of 950,000 euros by
members of the Board of Directors also includes the subscription
commitment of Patricia Munoz, wife of Alain Munoz, a director of
the Company, 4 Including the interest held by Gilles Avenard
Biotech Consulting (GABC), a consulting company of which Gilles
Avenard is Chairman and sole shareholder. 5 Mediolanum Farmaceutici
S.p.A. is not a director, but its Chairman, Mr. Rinaldo del Bono,
is a member of the Board of Directors. For the sake of
completeness, the shareholdings of Mediolanum Farmaceutici S.p.A
are listed among those of the members of the Board of
Directors.
Not for release, publication or distribution,
directly or indirectly, in the United States of America, Canada,
Australia or Japan. This press release does not constitute an
offering document and is for information purposes only
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240314615666/en/
ACTICOR BIOTECH Gilles AVENARD, MD CEO and Founder
gilles.avenard@acticor-biotech.com T. : +33 (0)6 76 23 38 13
Sophie BINAY, PhD General Manager and CSO
Sophie.binay@acticor-biotech.com T. : +33 (0)6 76 23 38
13
NewCap Mathilde BOHIN Investor Relations
acticor@newcap.eu T. : +33 (0)1 44 71 94 95
NewCap Arthur ROUILLÉ Media Relations acticor@newcap.eu
T. : +33 (0)1 44 71 00 15
Acticor Biotech (EU:ALACT)
過去 株価チャート
から 4 2024 まで 5 2024
Acticor Biotech (EU:ALACT)
過去 株価チャート
から 5 2023 まで 5 2024