Mithra completes EUR 20 million private placement in equity Update
of total number of voting rights (denominator)
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD BE PROHIBITED BY APPLICABLE LAW
Mithra completes EUR 20 million private placement
in equity
Update of total number of voting rights
(denominator)
Liege, Belgium,
28 August
2023 –
17:45
CEST – Mithra
Pharmaceuticals SA (Euronext Brussels: MITRA) (the "Company" or
"Mithra"), a company dedicated to Women’s Health, announces today
that it completed the private placement of 10 million new shares
for an amount of EUR 20 million in gross proceeds that it had
announced on 24 August 2023 (the "Private Placement").
H.C. Wainwright & Co. acted as the exclusive
placement agent for the Private Placement.
As a result of the completion of the Private
Placement, the share capital of the Company was increased from
EUR 42,891,360.13 to EUR 50,212,360.13 and the number of
issued and outstanding shares of the Company was increased from
58,587,058 to 68,587,058 ordinary shares, through the issuance of a
total of 10,000,000 new shares at an issue price of EUR 2.00
per new share.
In accordance with article 15 of the Belgian Act
of 2 May 2007 on the disclosure of major participations in issuers
of which shares are admitted to trading on a regulated market and
regarding miscellaneous provisions, following this capital
increase’s completion Mithra now has 68,587,058 outstanding shares
carrying voting rights (against 58,587,058 outstanding shares
carrying voting rights previously).
Therefore, Mithra publishes the following
updated information:
- Capital: EUR
50,212,360.13
- Total number of
securities carrying voting rights: 68,587,058 (all ordinary
shares)
- Total number of
voting rights (= denominator): 68,587,058 (all relating to ordinary
shares)
- Number of
outstanding rights to subscribe to securities carrying voting
rights:
- Pursuant to the
share option plan of 5 November 2018: 1,394,900 subscription rights
giving right to 1,394,900 ordinary shares
- Pursuant to the
share option plan of 22 July 2020: 690,000 subscription rights
giving right to 720,571 ordinary shares
- Pursuant to the
share option plan granted to the lending shareholders of 7
September 2020: 300,000 subscription rights giving right to 313,292
ordinary shares
- Pursuant to the
share option plan of 20 November 2020: 390,717 subscription rights
giving rise to 390,717 ordinary shares
Furthermore, on 8th August 2022, the Company and
the Lenders entered into a three-year term senior secured
convertible facilities agreement for an amount of up to EUR 100
million, which can be drawn in three tranches. The first tranche of
EUR 50 million was drawn upon signing of the agreement; the second
tranche of EUR 25 million was drawn on 31st October 2022. As
announced earlier, on 25 May 2023 and 23 August 2023, certain terms
of the facilities agreement were amended.
********
For more information, please
contact:
Mithra Pharmaceuticals
SA Investor
& media relationsDavid Horn
Solomon Chris
MaggosChief Executive
Officer Cohesion
Bureauinvestorrelations@mithra.com chris.maggos@cohesionbureau.com +41
79 367 6254
About
Mithra
Mithra (Euronext: MITRA) is a Belgian biotech
company dedicated to transforming Women’s Health by offering new
choices through innovation, with a particular focus on
contraception and menopause. Mithra’s goal is to develop products
offering better efficacy, safety and convenience, meeting women’s
needs throughout their life span. Mithra explores the potential of
the unique native estrogen Estetrol in a wide range of applications
in women health and beyond. After having successfully launched the
first Estetrol-based product in 2021, the contraceptive pill
Estelle®, Mithra is now focusing on its second product Donesta®,
the next-generation hormone therapy. Mithra also offers partners a
complete spectrum of solutions from early drug development,
clinical batches and commercial manufacturing of complex polymeric
products (vaginal ring, implants) and complex liquid injectables
and biologicals (vials, pre-filled syringes or cartridges) at its
technological platform Mithra CDMO. Active in more than 100
countries around the world, Mithra has an approximate headcount of
230 staff members and is headquartered in Liège, Belgium.
www.mithra.com
ESTELLE® and DONESTA® are registered trademarks
of Mithra Pharmaceuticals or one of its affiliates.
Important information
The contents of this announcement include
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the words
"believes", "estimates," "anticipates", "expects", "intends",
"may", "will", "plans", "continue", "ongoing", "potential",
"predict", "project", "target", "seek" or "should", and include
statements the Company makes concerning the intended results of its
strategy. By their nature, forward-looking statements involve risks
and uncertainties and readers are cautioned that any such
forward-looking statements are not guarantees of future
performance. The Company's actual results may differ materially
from those predicted by the forward-looking statements. The Company
undertakes no obligation to publicly update or revise
forward-looking statements, except as may be required by law.
The information contained in this announcement
is for general information only and does not purport to be full or
complete. This announcement does not constitute, or form part of,
an offer to sell or issue, or any solicitation of an offer to
purchase or subscribe for shares, and any purchase of, subscription
for or application for, shares. This announcement and the
information contained herein are not for publication, distribution
or release in, or into, directly or indirectly, the United States
of America, Australia, Canada, Japan, South Africa or any other
jurisdiction where to do so would be prohibited by applicable law
or require registration thereof in, such jurisdiction. Any persons
reading this announcement should inform themselves of and observe
any such restrictions.
This announcement is not for distribution,
directly or indirectly, in or into the United States. It does not
constitute or form a part of any offer or solicitation to purchase
or subscribe for securities in the United States. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended from time to time (the
"U.S. Securities Act"), and the securities may not be offered or
sold in the United States (as defined in Regulation S under the
U.S. Securities Act) unless these securities are registered under
the U.S. Securities Act, or an exemption from the registration
requirements of the U.S. Securities Act is available. The Company
and its affiliates have not registered, and do not intend to
register, any portion of the offering or placement of the
securities concerned in the United States, and do not intend to
conduct a public offering of securities in the United States.
Any offer or placement of securities to which
this announcement relates is only addressed to and directed at
persons in the United Kingdom and member states of the European
Economic Area (the "EEA") (each a "Member State") who are
"qualified investors" within the meaning of Article 2(e) of
Regulation 2017/1129 of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC, as amended from time to
time, to the extent implemented in the relevant Member State of the
EEA) and any implementing measure in each relevant Member State of
the EEA or, for the United Kingdom, as it forms part of retained EU
law as defined in the EU (Withdrawal) Act 2018 (the "Prospectus
Regulation") ("Qualified Investors"), or such other investors as
shall not constitute an offer to the public within the meaning of
Article 3.1 of the Prospectus Regulation. Each person in the United
Kingdom or a Member State who initially acquires any of the
Company's securities or to whom any offer or placement of the
Company's securities may be made and, to the extent applicable, any
funds on behalf of which such person is acquiring the Company's
securities that are located in the United Kingdom or a Member State
will be deemed to have represented, acknowledged and agreed that it
is a Qualified Investor.
In addition, any offer or placement of
securities to which this announcement relates is in the United
Kingdom, being distributed only to, and is directed only at, (i)
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, as amended
from time to time (the "Order"), (ii) high net worth entities etc.
falling within Article 49(2)(a) to (d) of the Order, and (iii) any
other person to whom it may otherwise lawfully be communicated (all
such persons together being referred to as 'relevant persons'). The
offering or placement of securities to which this announcement
relates will only be available to, and any invitation, offer or
agreement to subscribe for, purchase, or otherwise acquire
securities will be engaged in only with relevant persons. Any
person who is not a relevant person should not act or rely on this
announcement or any of its contents.
This communication is not a prospectus for the
purposes of the Prospectus Regulation. This communication cannot be
used as basis for any investment agreement or decision. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing the entire amount
invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the securities referred to herein.
No announcement or information regarding the
offering, listing or securities of the Company referred to above
may be disseminated to the public in jurisdictions where a prior
registration or approval is required for such purpose. No steps
have been taken, or will be taken, for the offering or listing of
securities of the Company in any jurisdiction where such steps
would be required, except for the admission of the new shares on
the regulated market of Euronext Brussels. The issue, exercise, or
sale of, and the subscription for or purchase of, securities of the
Company are subject to special legal or statutory restrictions in
certain jurisdictions. The Company is not liable if the
aforementioned restrictions are not complied with by any
person.
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- Mithra - Project Monet - Completion Press Release (FR) -
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