Regulatory News:
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.
ACTICOR BIOTECH (ISIN: FR0014005OJ5 - ALACT - the
"Company"), a clinical-stage biotechnology company
developing glenzocimab, a novel drug for the treatment of
cardiovascular emergencies, in particular stroke, today announces
the successful completion of its capital increase for a total gross
amount of 8 million euros, through the issue of 2,566,086 new
shares at a price of € 3.13 per share.
Following the success of the transaction, ACTICOR BIOTECH will
use the proceeds of the 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 results
expected in Q2 2024;
- Validation of the global 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 October 2024. Beyond that, the Company's financing
needs to meet its obligations over the next 12 months are estimated
by the Company at around €5 additional million.
Main characteristics of the Offer
The Offer, for a total amount, including issue premium, of 8
million euros, was carried out by the issue, without preferential
subscription rights and without a priority subscription period, of
2,566,086 new ordinary shares, in the context of (i) a reserved
offer for the benefit of specific categories of investors (the
"Reserved Offer"), (ii) a private placement with
institutional investors for the benefit of qualified investors or a
limited circle of investors (the "Private Placement"), and
(iii) a public offering without a designated beneficiary intended
for individuals of French nationality or nationals of member states
of the European Economic Area, via the PrimaryBid platform (the
"PrimaryBid Offering").
As part of the Offer:
- 2,261,260 new ordinary shares were
subscribed for by investors in the Reserved Offering for a total
amount of approximately 7.1 million euros;
- 304,826 new ordinary shares were subscribed
for by investors in the PrimaryBid Offer for retail investors via
the PrimaryBid platform, for a total amount of 1.0 million
euros.
It should be noted that no new ordinary shares were subscribed
for under the Private Placement.
The new ordinary shares, representing approximately 19.46% of
the Company's share capital, on a non-diluted basis, before
completion of the Offer and 16.29% of the Company's share capital,
on a non-diluted basis, after completion of the Offer, were issued
yesterday evening by decisions of the Company's Chief Executive
Officer pursuant to the sub-delegations of authority granted by the
Company's Board of Directors on March 8, 2024, in accordance with
the 12th and 13th resolutions of the Company's Annual General
Meeting of May 12, 2023 (the "AGM").
The issue price of the new ordinary shares has been set at €3.13
per share, representing a discount of 25.65% to the closing price
of the ACTICOR BIOTECH share March 14, 2024, i.e. €4.21, and of
29.67% to 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 setting (i.e. from 12 to 14
March 2024 inclusive), i.e. €4.4506, in accordance with the
decision of the Chief Executive Officer of 14 March 2024 acting by
sub-delegation and the resolutions of the Annual General
Meeting.
It is specified that all the directors of the Company (or the
permanent representatives of the legal entities that are directors
of the Company), who have themselves undertaken to subscribe to the
Offer, did not take part in the vote on the decision of the Board
of Directors delegating to the Chief Executive Officer the
authority to launch the Offer and set its final terms.
To the best of the Company's knowledge, the breakdown of
shareholders before and after completion of the Offer is as
follows:
Pre-Offer (non-diluted
basis)
Post-Offer (non-diluted
basis)
Number of shares
% of capital
Number of shares
% of capital
Mr. Gilles Avenard (Chief Executive
Officer and Director)1
143,664
1.09
%
159,638
1.01
%
Mr. Alain Munoz (Director)2
14,705
0.11
%
46,653
0.30
%
Mr. Jean-Pierre Cazenave (Director) and
ARMESA
1,404
0.01
%
1,404
0.01
%
FPCI CAP DECISIF 3 (Director)
925,530
7.02
%
1,021,376
6.48
%
NEWTON BIO CAPITAL I PRICAF PRIVEE SA
(Director)
1,556,480
11.80
%
1,556,480
9.88
%
GO CAPITAL AMORCAGE II (Director)
767,689
5.82
%
767,689
4.87
%
MEDIOLANUM FARMACEUTICI S.p.A and Mr. Del
Bono (Director)3
3,737,277
28.34
%
3,897,021
24.73
%
A&B (HK) LIMITED (censor)
733,049
5.56
%
733,049
4.65
%
Total Directors and Managers
7,879,798
59.74
%
8,183,310
51.94
%
CMS MEDICAL VENTURE INVESTMENT (HK)
LIMITED
733,049
5.56
%
733,049
4.65
%
Total investment funds
733,049
5.56
%
733,049
4.65
%
Own shares held as of March 11
48,764
0.37
%
48,764
0.31
%
Free float
4,527,530
34.33
%
6,790,104
43.10
%
Total
13,189,141
100
%
15,755,227
100,00
%
1 Including the interest held by Gilles Avenard Biotech
Consulting (GABC), a consulting company of which Gilles Avenard is
Chairman and sole shareholder.
2 The number of shares indicated also includes the shares held
by Mrs Patricia Munoz, Alain Munoz's wife.
3 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.
Members of the Company's Board of Directors (Gilles Avenard
Biotech Consulting, FPCI CAP DECISIF 3 (Karista)4, and Mr. Rinaldo
del Bono)5 subscribed to the Offer for a total amount of €950,000.
It should be noted 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. These investors represent
approximately 11.8% of the Offer.
In return for their subscription commitments, which secured the
completion of the capital increase, certain investors (other than
the members of the Board of Directors mentioned above), whose
subscription commitments total €5.31 million (i.e. 82.19% of the
total amount of subscription commitments), will receive a guarantee
commission corresponding to 5% of the amount of their subscription
commitment, i.e. a total amount of €265 K, which will be deducted
from the gross proceeds of the capital increase. This commission
will be payable in full, irrespective of the number of new shares
actually subscribed by these investors in connection with the
transaction, it being further specified that all of the
aforementioned subscription commitment guarantees have been called
by the Company in connection with the transaction.
Admission of new ordinary shares
Settlement and delivery of the new ordinary shares and their
admission to trading on Euronext's Euronext Growth multilateral
trading facility in Paris are scheduled for March 19, 2024. The new
ordinary shares will be listed on the same quotation line as the
Company's existing ordinary shares, will carry dividend rights and
will be immediately assimilated to the Company's existing
shares.
The Offer does not give rise to a prospectus subject to approval
by the Autorité des marchés financiers.
Undertakings to retain shares and refrain from issuing
shares
The Offer does not give rise to any undertakings by existing
shareholders to retain their shares.
In connection with the Fund-Raising, 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.
Financial Intermediaries
Allinvest Securities
Allinvest Corporate Finance
Global Coordinator, Lead Manager
and Bookrunner
Financial Consulting
Within the framework of the PrimaryBid Offer, investors
subscribed only via the PrimaryBid partners mentioned on the
PrimaryBid website (www.PrimaryBid.fr).
4 Whose management company, Karista, is also a director of the
Company.
5 The total amount of subscription commitments by members of the
Board of Directors mentioned of 950,000 euros also includes the
subscription commitment of Mrs. Patricia Munoz, wife of Mr. Alain
Munoz, a director of the Company.
Guarantee of the Offer
The Offer is not underwritten. However, the Reserved Offering
was the subject of a placement agreement between the Company and
INVEST SECURITIES.
The PrimaryBid Offer was not the subject of a placement or
underwriting agreement.
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 securities 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.
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 have been made 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240315255921/en/
ACTICOR BIOTECH Gilles AVENARD, MD General Manager and
founder gilles.avenard@acticor-biotech.com T. : +33 (0)6 76
23 38 13
Sophie BINAY, PhD Chief Operating Officer and Scientific
Director 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)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Acticor Biotech (EU:ALACT)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024