Offering close to 2.5 times oversubscribed versus the initial minimum target
OSE IMMUNOTHERAPEUTICS (Euronext – FR0012127173 – OSE or the “Company”), an integrated biotechnology company developing innovative immunotherapies, directly or through partnerships, for immune activation and regulation in immuno-oncology and autoimmune diseases, today announces the successful completion of its capital increase with the cancellation of preferential subscription rights through a private placement to 25 qualified French and international investors, including a large majority of new shareholders, and carried out by accelerated building of an order book, for an amount of € 18.6 million (the “Offering”).
Thanks to this capital raising, the Company reinforces its financial visibility until the first quarter of 2022.
Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement made by the Company on Monday, November 16 at 8 am CET.
“We would like to thank the new shareholders who participated in this capital raise as well as the existing shareholders who continue to support the evolving business strategy of OSE Immunotherapeutics. This is a key milestone for the Company allowing us to create additional value by bringing more products to the clinic to be developed by our expert R&D teams. This new funding reinforces our financial position and allows us to accelerate and expand our clinical stage portfolio with the launch of three programs:
- a Phase 2 study for FR-104 (anti CD28) in a niche indication.
- the preparation of a clinical trial with OSE-230, the new monoclonal antibody driving resolution of chronic inflammation and
- the preparation for clinical entry of CLEC-1, the novel “Don’t Eat Me” signal myeloid cell checkpoint target.
OSE Immunotherapeutics is at an inflection point and is well-positioned to become a key player in immunotherapy in the coming years. The new clinical programs to be built on this fundraising will complement our ongoing clinical trials of first-in-class products which include the positive results with Tedopi in Non Small Cell Lung Cancer (NSCLC) post checkpoint failure recently presented at ESMO, two partnered assets, OSE-127 (IL-7R) and OSE-172 (SIRPα-CD47), that are currently in clinical trials and CoVepit, our COVID-19 vaccine, due to start its clinical trial in Q1 2021.” declared Alexis Peyroles, CEO of OSE IMMUNOTHERAPEUTICS.
The Offering was carried out pursuant to the decision by the Board of Directors of 12 November 2020 and the decision by the CEO upon delegation from the Board of Directors, in accordance with the authority delegated by the nineteenth resolution approved by the Combined General Shareholders’ Meeting of June 16, 2020. The total amount of the capital increase amounts to € 18.6 m and corresponds to the issue of 2,517,589 New Ordinary Shares at a subscription price of € 7.40 per New Ordinary Share (including the issue premium), i.e. a dilution rate of 16.3 % of the capital before the Offering on a non-diluted basis and 14.0 % after the Offering. The subscription price of the New Shares was set at € 7.40, i.e. with a discount of 18.7 % to the last closing price (as of Friday November 13, 2020). In comparison with the minimum amount of 10 million euros targeted by the Company, the placement has been close to 2.5 times oversubscribed.
The settlement-delivery of the Offering should take place on 20 November 2020, according to the indicative timetable. The New Ordinary Shares will carry current dividend rights and will be admitted to trading on Euronext Paris, on the same trading line as the existing shares, under the ISIN code FR0012127173 – OSE.
An application has been made to Euronext Paris for admission of the New Ordinary Shares to trading on the regulated market of Euronext Paris (the “Admission”). It is expected that Admission will take place on or around 9 am CET on November 20, 2020 (or such later time as the Banks may agree with the Company) and that unconditional dealings in the New Ordinary shares issued pursuant to the Offering will commence at the same time.
The share capital of the Company, which currently consists of 15,442,824 shares, will therefore consist of 17,960,413 shares after the transaction. As an indication, the stake of a shareholder owning 1% of the Company’s share capital prior to the capital increase (calculated on the basis of the number of shares comprising the Company’s share capital as at 17 November 2020) and who did not participate in the Offering, would be 0.86 % of the capital after the issuance.
As an indication, the proportion of shareholders’ equity per share (calculated on the basis of shareholders’ equity at 31 December 2019 as adjusted for the number of shares comprising the Company’s share capital at 17 November 2020) will increase from € 3.65 to € 4.18 following Admission. As an indication, the net proceeds of the transaction should be of a minimum of € 17.5 million.
In connection with the private placement, the Company has agreed to a lock-up undertaking, not to issue additional shares for a period of 180 days following the settlement-delivery of the Offering (of which 90 days of hard lock-up), subject to usual exemptions and one specific exemption related to the issuance reserved to one financial institution. In addition, in connection with the Offering, senior managers and directors of the Company have agreed not to sell any shares in the Company for a period of 90 days following the settlement of the Offering, subject to customary exceptions.
Bank Degroof Petercam SA/NV (“Degroof Petercam”) and Invest Securities SA (“Invest”) are acting as Joint Global Coordinators and Joint Bookrunners (together the “Banks”) in connection with the Offering. The Offering is subject to a placement and underwriting agreement between the Company and the Banks (the “Placement and Underwriting Agreement“). The Placement and Underwriting Agreement may be terminated by the Banks at any time up to (and including) the settlement-delivery date of the Offering on November 20, 2020 subject to certain customary conditions for this type of agreement. If the Placement and Underwriting Agreement is terminated in accordance with its terms, all investor orders placed under the Offering will be null and void. The Placement and Underwriting Agreement does not constitute a firm underwriting (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Code de commerce.
The Company draws the public’s attention to the risk factors presented in section 3 of the 2019 Universal registration document filed with the AMF on April 15, 2020 under number D.20-0298, which is available free of charge on the website of the Company (https://ose-immuno.com/) and of the AMF (https://www.amf-france.org). Detailed information about OSE IMMUNOTHERAPEUTICS, including its activity, results and the corresponding risk factors, was presented in the press release dated September 17, 2020. This press release, as well as other regulated information and press releases, can be found on the company’s investor website at (https://ose-immuno.com/).
The Company recalls that it has requested Euronext Paris to suspend the trading of its shares as from Monday, November 16 before market opening. OSE Immunotherapeutics share trading will resume on Wednesday, November 18 at market opening.
Read more: ose-immuno.com