- Capital increase consisting of offers to qualified
investors, categories of investors and individual investors via the
PrimaryBid platform
- Mediolanum Farmaceutici, European industrial specialist in
healthcare and historical reference shareholder, reasserts its
confidence by committing to a subscription of €7.1 million (of
which €2.1 million by offsetting receivables) out of a total of
€9.3 million in subscription commitments from historical
shareholders and members of the Board of Directors (of which €4.1
million by offsetting receivables)
- Issue price of the new shares of €6.80 per share
- Closing of the PrimaryBid Offering on March 8, 2022 at 10:00
p.m. and of the Global Offering on March 9, 2023 before market
opening at the latest
- The funds raised will be used to pursue the development
towards registration of glenzocimab for the treatment of
stroke
Regulatory News:
ACTICOR BIOTECH (FR0014005OJ5 – ALACT - the "Company")
(Paris:ALACT), 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 c. 10 million euros via the issuance
of new ordinary shares to institutional and individual investors
(via the PrimaryBid platform) (the "Offering").
A fundraising supported by a historical shareholder and
dedicated to the treatment of stroke
ACTICOR BIOTECH will use the proceeds of this capital increase
to pursue its development plan towards the registration of
glenzocimab in emergency treatment of stroke, which will mainly
be achieved through:
- continued recruitment of patients in the ACTISAVE clinical
trial (pivotal registration phase 2/3) rolled out in 7 European
countries, the UK, Israel, and the USA until the first futility
analysis, and
- the preparation of a new batch of glenzocimab and the
pharmaceutical registration plan.
In addition, as part of its ongoing activities, the Company will
continue its consultations with regulatory agencies and the
work necessary for the registration of glenzocimab in Europe and
the United States and is targeting a launch of patient
recruitment in the LIBERATE phase 2b study (sponsored by the
University of Birmingham) in the treatment of myocardial infarction
and continued enrolment in the GREEN study (sponsored by
APHP) in the treatment of stroke in combination with mechanical
thrombectomy.
The funds raised are intended to enable the Company to finance
its operations at least until the end of the Q3 2023.
Gilles AVENARD, Chief Executive Officer of Acticor
Biotech said: "The capital increase we are launching today will
allow us to continue the development of glenzocimab towards
registration in stroke. By 2022, we have fully met our recruitment
target of 200 patients in ACTISAVE. We also achieved positive
results in our ACTIMIS study, which not only confirmed the
favourable safety profile of glenzocimab, but more importantly
shown a reduction in intracerebral haemorrhage and mortality in the
glenzocimab group. We are now looking forward to involving new
countries and hospitals in Actisave as well as developing
glenzocimab in myocardial infarction (LIBERATE) in partnership with
the University of Birmingham in the UK.
The funds raised through this transaction will primarily support
the ongoing Phase 2/3 clinical trial, ACTISAVE, in the U.S. and
Europe, a pivotal study which, if successful, should support the
registration of glenzocimab in stroke. To date, more than 230
patients have been enrolled out of the planned 1,000 patients in
the study. In addition, these funds will allow us to pursue the
pharmaceutical development of glenzocimab with a view to its
marketing and our consultations with the European (EMA) and
American (FDA) regulatory agencies.
We would like to thank in particular our historical reference
shareholder, Mediolanum Farmaceutici S.p.a. for its support in this
fundraising. In case of the signature of an industrial partnership
between Acticor and a third party, Mediolanum will benefit from a
right of first negotiation in the European Union. We are
particularly pleased to grant this right to Mediolanum
Farmaceutici, which has accompanied and supported Acticor with
conviction and determination since 2016. We are also pleased to be
able to offer the possibility to new investors, both institutional
and individual, to join us in our fight for the treatment of
cardiovascular emergencies."
Terms and Conditions of the Offer
The Offer will be made at the same price, i.e. 6.80 euros per
new share, in three separate and concurrent parts and under the
same price conditions, together constituting the "Offering”:
- A global placement, via the issuance of new ordinary shares
with cancellation of preferential subscription right, for the
benefit of qualified 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 27th resolution of the General Meeting of
October 4, 2021 (the "Global Placement");
- A public offering without a designated beneficiary, of new
ordinary shares with cancellation of the preferential subscription
right, intended for private individuals of French nationality or
nationals of Member States of the European Economic Area, via the
PrimaryBid platform, which will be carried out according to an
allocation proportional to the requests within the limit of the
amount allocated to this public offering, with a reduction of the
allocations in the event of excess requests, if any, on the basis
of Article L. 225-136 of the French Commercial Code, and of Article
L. 411-2, 1° of the French Monetary and Financial Code in
accordance with the 26th resolution of the combined general meeting
of October 4, 2021 (the "PrimaryBid"); and
- An offer, via the issuance of new ordinary shares with
cancellation of the preferential subscription right in favour of
categories of beneficiaries, on the basis of the 13th Resolution of
the General Meeting of May 12, 2022, in accordance with Article L.
225-138 of the French Commercial Code (the "Restricted Share
Offer"), restricted to (i) Mediolanum Farmaceutici and two
other natural persons who have undertaken to subscribe to it, for a
total amount of 5.2 million euros; and (ii) holders of the
Company's outstanding Convertible Bonds who will subscribe to the
capital increase by way of set-off against claims due under the
Convertible Bonds, plus accrued interest (in accordance with the
terms and conditions of the Convertible Bonds) for a total amount
of approximately 4.1 million euros;
The total amount of the operation would be approximately 10
million euros, including issue premium, with a possibility to
increase this total amount in case of high demand.
The size of the Offer will depend exclusively on the orders
received for each of the operations detailed above without the
possibility of reallocating the sums allocated from one to the
other. It is specified that the PrimaryBid Offer intended for
individual investors is incidental to the Global Offering and that
it will represent a maximum of 20% of the amount of the Offer. In
any event, the PrimaryBid Offer and the corresponding capital
increase will not be carried out if the capital increase taking
place as a result of the Global Offering is not carried out.
The Global Offering will be carried out by accelerated
bookbuilding, at the end of which the number and price of the new
shares to be issued will be determined, in accordance with the
resolutions of the general meetings of October 4, 2021 and May 12,
2022 (the "Meetings").
The subscription price of the new shares will be equal to €6.80,
representing a discount of 18% to the closing price of the ACTICOR
BIOTECH share on March 7, 2023, in accordance with the resolutions
of the General Meeting. The subscription price of the new ordinary
shares issued under the Primary Bid will be equal to the price of
the new ordinary shares issued under the Global Offering and the
Reserved Offering.
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 Meetings.
It should be noted that all of the directors of the Company, or
whose legal entities of which they are directors, who have
themselves undertaken to subscribe to the Offer (including 2022 CB
Holders), did not participate in the vote which gave the Chief
Executive Officer the authority to launch the Offer and to set the
final terms.
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 Global Offering
will be initiated immediately after the publication of this press
release and is expected to close before the opening of the markets
tomorrow (March 9, 2023), subject to any early closing or
extension. The PrimaryBid Offer also starts immediately and will
close at 10:00 p.m. today, subject to any early closing. The
Company will announce the results of the Offer as soon as possible
after the closing of the order book by way of a press release.
The 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 are scheduled
for March 13, 2023. The new shares will be subject to all the
provisions of the by-laws and will be assimilated to the existing
shares as from the final realization of the capital increase, they
will carry current dividend rights and will be admitted to trading
on the Euronext Growth Paris market on the same quotation line as
the shares of the Company already listed under the same ISIN code
FR0014005OJ5 – ALACT.
Underwriting commitments for a total amount of €9.3 million -
Renewal of confidence in Mediolanum Farmaceutici S.p.a. -
Redemption of the Convertible Bonds by way of debt compensation in
the context of the Reserved Offer
On October 17, 2022, the Company issued 78,000 Convertible Bonds
for a total amount of €3,9 million, subscribed by Mediolanum
Farmaceutici S.p.A for €2 million, ARMESA for €1 million and other
individuals for 0.9 million euros (the "Noteholders").
The terms and conditions of the Convertible Bonds provide for
their automatic redemption by way of debt compensation in the event
of the completion of a fund raising for a minimum total amount of
€3 million. Consequently, the Bondholders will subscribe in the
framework of the Offer to an amount corresponding to the nominal
value of the Convertible Bonds plus a capitalised interest of 12%
per annum until the redemption date, i.e. an amount of €4.1
million.
Mediolanum Farmaceutici S.p.a., an existing shareholder, has
also committed to subscribe to the Reserved Share Offer for an
additional cash amount of €5 million, for a total subscription
commitment of €7.1 million.
In return for its commitment, Mediolanum will enter into a
“Right of First Negotiation Agreement” with the Company, whereby
Acticor grants Mediolanum a right of first negotiation for the
licensing of glenzocimab in the European Union.
The Chairman of the Board of Directors and another historical
individual shareholder have also each committed to subscribe to the
Restricted Share Offer for an amount of 100,000 euros each.
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.
Undertaking to abstain from trading
In the context of the Fundraising, the Company has undertaken to
abstain for a period of 90 days from the date of
settlement-delivery of the Offer, subject to customary
exceptions.
Financial Intermediaries
GILBERT DUPONT acts as Global Coordinator, Lead Manager and
Bookrunner.
Within the framework of the PrimaryBid Offer, investors will be
able to subscribe only via the PrimaryBid platform
(https://primarybid.fr/) or via the PrimaryBid partners mentioned
on the PrimaryBid website.
Guarantee of the Offer
The Offer is not subject to a guarantee. However, the Global
Offering realized with qualified investors pursuant to the 27th
resolution of the Ordinary and Extraordinary General Meeting of
October 4, 2021 is subject to a placement agreement between the
Company and the Global Coordinator, Lead Manager and
Bookrunner.
Prospectus
The Offer does not give rise to a prospectus subject to the visa
of 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 14 June 2017, as amended, or an offer to the public.
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 2021
universal registration document approved by the Autorité des
marchés financiers on April 26, 2022 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 some or
all of these risks could have an adverse effect on the Company's
business, financial condition, results, development or
prospects.
In addition, investors are invited to take into consideration
the following risks specific to the offering: (i) the market price
of the Company's shares could fluctuate and fall below the
subscription price of the shares issued in the framework of the
Offer, (ii) the volatility and liquidity of the Company's shares
could fluctuate significantly, (iii) sales of the Company's shares
could take place on the market and have an unfavorable impact on
the Company's share price (iv) the Company's shareholders could
suffer potentially significant dilution from any future capital
increases required by the Company's search for financing, and (v)
as the securities to be issued will not be listed on a regulated
market, investors will not benefit from the guarantees associated
with such a market.
Forward-looking statements
This press release contains certain forward-looking statements
concerning Acticor Biotech and its business. Such forward-looking
statements are based on assumptions that Acticor Biotech considers
to be reasonable. However, there can be no assurance that such
forward-looking statements will be verified, which statements are
subject to numerous risks, including the risks set forth in the
Document de référence registration document as approved by the
Autorité des marchés financiers under number R. 22-011 on 26 April
2022 and to the development of 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 not yet known to Acticor Biotech or not currently
considered material by Acticor Biotech. The occurrence of all or
part of such risks could cause actual results, financial
conditions, performance or achievements of Acticor Biotech to be
materially different from such forward-looking statements.
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.
Acticor Biotech is developing glenzocimab (ACT017), a humanized
monoclonal antibody (mAb) fragment directed against a novel target
of major interest, platelet glycoprotein VI (GPVI). Glenzocimab
inhibits platelet binding to the thrombus without affecting
physiological hemostasis, thereby limiting the bleeding risk,
particularly in the brain.
In May 2022, Acticor Biotech presented positive results from its
Phase 1b/2a study, ACTIMIS, at the ESOC, confirming the safety
profile and showing a reduction in mortality and intracerebral
hemorrhage in the glenzocimab-treated group in patients with
stroke. The efficacy of glenzocimab is now being evaluated in an
international Phase 2/3 study, ACTISAVE, which will include 1,000
patients. 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 (Karista, Go Capital, Newton Biocapital,
CMS Medical Venture Investment (HK) Limited, A&B (HK) Limited,
Mirae Asset Capital, Anaxago, Primer Capital, Mediolanum
Farmaceutici 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.
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
DO NOT DISTRIBUTE DIRECTLY OR INDIRECTLY TO THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230308005650/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 / Quentin MASSÉ 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
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