NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN
- Launch of a Reserved Offering of new shares for c. €5
million aimed at categories of institutional investors
- Closing of the Reserved Offering expected on July 31, 2024,
before market opening
- Cash runway extended to Q4 2026 post Reserved
Offering
- The funds raised will be used to fund the Company’s R&D
activities covering pre-clinical proof of concept activities and
for working capital and other general corporate purposes
Regulatory News:
Aelis Farma (ISIN: FR0014007ZB4 – Ticker: AELIS – the
“Company”), a clinical-stage biopharmaceutical company
specialized in the development of treatments for brain diseases,
today announces the launch of a capital increase without
shareholders’ preferential subscription rights reserved to specific
categories of investors, in accordance with Article L. 225-138 of
the French Commercial Code, of approximately €5 million, through an
accelerated book-building process (the “Reserved
Offering”).
Aelis Farma will use the net proceeds of the Reserved Offering
to :
- fund the continued development of its CB1-SSi therapeutic
candidates by performing pre-clinical proof of concept studies to
select:
- A new CB1-SSi for obesity related metabolic diseases and
pathological fibrotic conditions
- A new CB1-SSi for Dopamine dependent Brain Disorders as for
example Attention Deficit Hyperactivity Disorders (ADHD) and/or
dopamine hyperactivity related orphan diseases
- working capital and other general corporate purposes.
On the basis of planned expenditure, total cash and cash
equivalents as of December 31, 2023, of €20.2 million, and the
funds raised, the Company estimates that it will be able to finance
its operations to Q4 2026.
Pier Vincenzo Piazza, CEO of Aelis Farma, commented: “We
are happy to announce the launch of a capital increase. This
offering is strategically aimed at continuing to expand our
shareholder base, accommodating the interest expressed by certain
new high-quality investors, including a leading European healthcare
specialist fund. This transaction will enable us to accelerate the
development of the new families of CB1-SSi produced by our
platform.”
Terms and Conditions of the Reserved Offering
The Reserved Offering will be carried out through a share
capital increase without shareholders’ preferential subscription
rights pursuant to Article L. 225-138 of the French Commercial
Code, reserved to categories of investors defined under the 15th
resolution of the annual general meeting of June 4, 2024 (the
“AGM”) (i.e. (i) natural or legal persons, including
companies, trusts, investment funds or other investment vehicles,
regardless of their form, governed by French or foreign law, who
habitually invest in the pharmaceutical, biotech, or medical
technology sector, as appropriate, when concluding an industrial,
commercial, licensing, research or partnership agreement with the
Company (or a subsidiary); and/or (ii) companies, institutions or
entities, regardless of their form, French or foreign, exercising a
significant part of their activity in the aforementioned sectors or
in the cosmetic or chemical field or with regard to medical devices
or research in these areas or which have concluded an industrial,
commercial, licensing, research or partnership agreement with the
Company (or a subsidiary); and/or (iii) any lending institution,
any French or foreign investment service provider or member of an
investment banking syndicate or any company or investment fund
undertaking to subscribe to any issue likely to result in a capital
increase in the future, which could be executed by virtue of this
delegation in the context of implementing a financing line through
equity or bonds; and/or any French or foreign investment service
provider, or any foreign institution with equivalent status, who is
likely to guarantee the completion of an issue intended to be
placed with the persons referred to in: (i) and/or; (ii) above;
and, in this context, to subscribe to the issued securities) and
within the limits set forth in the 15th and 23rd resolutions of the
AGM.
The Reserved Offering will consist of (i) an offering in Europe
(including in France) of ordinary shares exclusively to qualified
investor within the meaning of Article 2(e) of Regulation (EU)
2017/1129, as amended, and (ii) a private placement (x) outside the
United States in reliance on Regulation S under the U.S. Securities
Act of 1933, as amended (the “Securities Act”) and (y) in
the United States to a limited number of qualified institutional
buyers as defined in Rule 144A under the Securities Act, pursuant
to an exemption from registration under the Securities Act.
The total amount of the Reserved Offering would be approximately
€5 million, with a possibility to increase this total amount,
subject to investor demand.
The offering price of the new shares will represent a maximum
discount of 20% to the Company’s shares on the Euronext Paris
regulated market at the time of the last trading session preceding
pricing (i.e. July 30, 2024), in compliance with the 15th
resolution of the Company.
The Reserved Offering will be carried out by "accelerated
book-building", at the end of which the number of new shares to be
issued and the price per share will be determined 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 on July 30, 2024 and in accordance with
the 15th and 23rd resolutions of the AGM.
The accelerated book-building process for the Reserved Offering
will be initiated immediately following the publication of this
press release and is expected to close before markets open tomorrow
(July 31, 2024), subject to early closing. The Company will
announce the results of the Reserved Offering by press release
after the order book closes, tomorrow before the market opens.
Settlement-delivery of the new ordinary shares and their
admission to trading on the Euronext Paris regulated market are
expected to occur on August 2, 2024 . The new shares will be of the
same class and fungible with the existing shares, will carry all
rights attached to the shares, and will be admitted to trading on
the Euronext Paris regulated market under the same ISIN code
FR0014007ZB4.
Financial Intermediaries
Stifel Europe Bank AG (“Stifel”) is acting as Sole Global
Coordinator and Sole Bookrunner in connection with the Reserved
Offering. Stifel is also acting as Centralizing Agent. The Reserved
Offering is subject to a placement agreement entered into between
the Company and Stifel dated July 30, 2024, and will be completed
by a terms of issue upon pricing. Such agreement does not
constitute a firm undertaking (garantie de bonne fin) within the
meaning of article L. 225-145 of the French Commercial Code.
Lock-up undertakings
In connection with the Reserved Offering, the Company has
undertaken with Stifel to refrain from issuing shares for a period
of 90 calendar days from the settlement-delivery date of the
Reserved Offering, subject to customary exceptions.
In connection with the Reserved Offering, management has entered
into a lock-up agreement with Stifel for a period ending 90
calendar days after the settlement and delivery date of the
Reserved Offering, subject to customary exceptions.
Prospectus
The Reserved Offering is not subject to a prospectus requiring
an approval from the French Financial Markets Authority (Autorité
des Marchés Financiers) (the "AMF").
Risk factors
The investors’ attention is drawn to the risk factors relating
to the Company and its business, presented in chapter 3 of the
Universal Registration Document 2023 approved by the AMF on April
24, 2024, under number R.24-004, which is available free of charge
on the Company's website (www.aelisfarma.com/investors) and on the
AMF’s website (www.amf-france.org). The occurrence of any or all
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 Reserved Offering, (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, and (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.
***
About AELIS FARMA
Founded in Bordeaux in 2013, Aelis Farma is a biopharmaceutical
company that is developing a new class of drugs, the
Signaling-Specific inhibitors of the CB1 receptor of the
endocannabinoid system (CB1-SSi). CB1-SSi have been developed by
Aelis Farma based on the discovery of a natural regulatory
mechanism of CB1 hyperactivity made by the team led by Dr. Pier
Vincenzo Piazza, the Company’s CEO, when he was director of
Neurocentre Magendie of the INSERM in Bordeaux. By mimicking this
natural mechanism, CB1-SSi appear to selectively inhibit the
disease-related activity of the CB1 receptor without disrupting its
normal physiological activity. CB1-SSi have consequently the
potential to provide new safe treatments for several brain
diseases.
Aelis Farma is currently developing two first-in-class
clinical-stage drug candidates. AEF0117 for the treatment of
cannabis use disorder (CUD), that has just completed a phase 2b
study in the United States with results expected to be released in
September 2024. AEF0217 for cognitive disorders, including those of
Down Syndrome (Trisomy 21), that has completed the recruitement of
a phase 1/2 study in Spain in people with Down syndrome, and which
results are expected to be released in Q4 2024. The Company also
has a portfolio of new innovative CB1-SSi for the treatment of
other disorders associated with a dysregulation of the activity of
the CB1 receptor.
Aelis Farma draws on the talents of more than 25 highly
qualified employees.
For more information, visit www.aelisfarma.com and follow us on
LinkedIn and Twitter.
ISIN: FR0014007ZB4 Ticker: AELIS B Compartment
of Euronext Paris
Disclaimer
In France, the offer of Aelis Farma shares described below will
be made in the context of a reserved offering to the benefit of
categories of persons in accordance with Article L.225-138 of the
French Commercial Code (Code de commerce). Pursuant to article
211-3 of the General regulations of the French financial markets
authority (Autorité des marchés financiers) (the “AMF”), articles
1(4) and 3 of the Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the
“Prospectus Regulation”) and any applicable regulation, the offer
of Aelis Farma shares will not require the publication of a
prospectus approved by the AMF.
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 Aelis Farma’s shares for sale or subscription, nor the
solicitation of an offer to subscribe for 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 Aelis Farma have not been and will
not be registered under the Securities Act, and Aelis Farma 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 Aelis Farma must be made solely based on information
publicly available about Aelis Farma. Such information is not the
responsibility of Stifel and has not been independently verified by
Stifel.
Forward-looking statements
This press release contains certain forward-looking statements
about Aelis Farma. These statements include financial projections
and estimates and their underlying assumptions, statements
regarding plans, objectives, intentions and anticipated results as
well as events, operations, future services or product development
and potential or future performance. Forward-looking statements are
generally identified by the words “expects”, “anticipates”,
“believes”, “intends”, “estimates”, “anticipates”, “projects”,
“seeks”, “endeavors”, “strives”, “aims”, “hopes”, “plans”, “may”,
“goal”, “objective”, “projection”, “outlook” and similar
expressions. Although the management of Aelis Farma believes that
these forward-looking statements are reasonably made, investors and
holders of the Company’s securities are cautioned that these
forward-looking statements are subject to a number of known and
unknown risks, uncertainties and other factors, a large number of
which are difficult to predict and generally outside the control of
Aelis Farma, that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievement expressed or implied by these
forward-looking statements. These risks and uncertainties include
those developed or identified in any public documents approved by
the French financial markets authority (the Autorité des marchés
financiers – the “AMF”) made or to be made by the group, in
particular those described in Chapter 3 “Risk factors” of the 2023
universal registration document approved by the AMF on April 24,
2024 under number R.24-004.
These forward-looking statements are given only as of the date
of this press release and Aelis Farma expressly declines any
obligation or commitment to publish updates or corrections of the
forward-looking statements included in this press release in order
to reflect any change affecting the forecasts or events, conditions
or circumstances on which these forward-looking statements are
based. Any information relating to past performance contained
herein is not a guarantee of future performance. Nothing herein
should be construed as an investment recommendation or as legal,
tax, investment or accounting advice.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240730807030/en/
AELIS FARMA Arsène Guekam Chief Corporate Development
Officer contact@aelisfarma.com
NewCap Dusan Oresansky / Aurélie Manavarere Investor
Relations aelis@newcap.eu +33 1 44 71 94 92
NewCap Arthur Rouillé Media Relations aelis@newcap.eu +33
1 44 71 00 15
Aelis Farma (EU:AELIS)
過去 株価チャート
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