Quantum Genomics (Euronext Growth - FR0011648971
- ALQGC), a biopharmaceutical company specializing in the
development of a new drug class directly targeting the brain to
treat complex/resistant hypertension and heart failure, announces
the launch of an approximately €15 million capital increase with
cancellation of the preemptive subscription rights as part of an
offering to a category of persons within the meaning of Article
L.225-138 of the French Commercial Code (the
"
Deal").
The Deal aims to finalize all the operations for
the market launch of firibastat, and explore new therapeutic fields
based on the patented technology platform built around BAPAIs. It
will also allow Quantum Genomics to reinforce and broaden their
shareholding structure.
Otium Capital, the family office of
Pierre-Edouard Stérin, founder of SmartBox Group, committed to
subscribe a minimum of €10 million to the Deal, with a maximum
price of 2.8€ per share. This follows SmartBox Groups’ subscription
of €4 million to the Company’s last capital increase in December
2020. Vatel Capital also agreed to subscribe between €2 and 2.5
million to the Deal.
In parallel with the preparation in December
2021 of an exclusive licensing and production agreement with
Quantum Genomics, the company Gulf Pharmaceutical Industries
Julphar will subscribed simultaneously to a reserved capital
increase of $2 million (in accordance with the 15th resolution of
June 24, 2021 Annual General Meeting), independent from the Deal,
at the same subscription price as the price set for the Deal. The
shares issued have a mandatory lock-up period of one year. This
represents an increased focus by Quantum Genomics and Julphar’s on
their cooperation to market firibastat in the Middle East, Africa,
some member countries of the Commonwealth of Independent States and
Turkey.
Jean-Philippe Milon, CEO of Quantum
Genomics, commented: "By committing to subscribe to this
deal, Otium Capital and Vatel Capital are demonstrating, alongside
our partner Julphar, their trust in our corporate objectives and
execution. We are delighted to be able to count on their support.
Our ambition is to develop a portfolio of innovative products that
bring hope to millions of patients worldwide suffering from
diseases with unmet needs".
A Decisive Deal for a Value-Creating
Project and the Market Launch of firibastat at the end of
2023
The Company plans to use the proceeds from the
Deal to finance: (i) the continued development of firibastat
through to the first registration at the end of 2023 and (ii) the
exploration of new therapeutic indications based on the BAPAI
platform.
The firibastat development program, which is
currently in Phase III in difficult-to-treat and resistant
hypertension, is running its course with the aim of a first
registration at the end of 2023. With this objective, Quantum
Genomics have focused their research activities on this first
indication and set up a first-rate team to carry out this key step
in their development, as illustrated by the recent appointment of
Stéphane Cohen as Head of Global Operations.Therefore, despite the
health restrictions and the impact of the Covid-19 pandemic, the
last patient for the FRESH randomized, double-blind,
placebo-controlled study should be enrolled in the next few days,
for results which will now be published by the end of October 2022.
The study is taking place under the supervision of an independent
data monitoring committee (IDMC) and no serious adverse event
liable to result in a change to the protocol has been reported. The
Phase III REFRESH study kicked off in the first half of 2021 with
the aim of demonstrating the three-month efficacy of firibastat
after a single daily dose, as well as the long-term safety (six to
twelve months). Based on the intermediate results of this study,
expected for mid-2023, the application for marketing authorization
of firibastat will be filed in the third quarter 2023, as
planned.In the heart failure indication, following the results of
QUORUM announced in August 2021, the search for a partner to
support the next development activities is still ongoing, while the
development plan is being finalized with the Regulatory
Authorities.
Quantum Genomics are therefore on their way to
validating a new drug class based on an innovative mechanism,
directly targeting the brain, to treat patients with cardiovascular
disease who are poorly controlled or whose treatment has failed. To
go even further and supplement its historical activities, Quantum
Genomics now intends to explore new therapeutic fields based on the
patented technology platform built around BAPAIs. Through this
strategy, the company intends to leverage its development expertise
to become a benchmark player in the formulation of innovative
treatments addressing needs that are currently unmet.
Based on its cash position of M€ 5.1 as of March
31, 2021, subscription commitments received from institutional
investors for minimum of M€ 12 and Julphar’s investment of M$ 2,
Quantum Genomics has cash visibility until the end of the first
quarter 2023.
Main Terms of the Deal
The Deal will take place with cancellation of
the Company's existing shareholders' pre-emptive subscription
right, with French and international institutional investors, as
part of an offering of new shares (the "New
Shares") to a category of persons within the meaning of
Article L. 225-138 of the French Commercial Code, in accordance
with the 16th resolution of the General Meeting of Shareholders of
Quantum Genomics held on June 24, 2021 (the "General
Meeting") and the decision made today by the CEO following
authorization from the Board of Directors on April 25, 2022.
Subscription for the New Shares will include
cancellation of the shareholders' pre-emptive subscription right
and will be exclusively reserved for the following category of
persons, as defined by the Board of Directors' decisions of April
25, 2022 in accordance with the delegation from the General
Meeting:
"French and foreign investments firms and funds (including, but
not limited to, any Innovation Fund, Venture Capital Fund or Local
Investment Fund) (i) habitually investing or (ii) having invested
over the last 60 months more than 1 million Euros in "small caps"
(i.e. whose capitalization, when they are listed, does not exceed
one billion Euros (€1,000,000,000)) linked to the biotechnologies
or health sector, investing a unit amount of more than €100,000
(issue premium included)."
The number of New Shares issued in the context
of the Deal will be defined by decision of the CEO in accordance
with the authorization given by the Board of Directors on April 25,
2022. The Deal will take place by accelerated book-building, with
immediate effect, and after which the number of New Shares and the
price of shares applied for the transaction will be defined. The
accelerated book-building will commence immediately and should end
before markets open on April 27, 2022, subject to any earlier
closing or extension. The result of the Deal will be announced in a
press release as soon as possible after closing the order book.
The New Shares will be subject to all the
provisions of the by-laws and will be equivalent to existing shares
upon completion of the Deal. They will carry immediate dividend
rights and will be admitted to trading on Euronext Growth Paris
under the same ISIN code FR0011648971 - ALQGC. The settlement and
delivery of the New Shares and their admission to trading on
Euronext Growth in Paris are planned for April 29, 2022.
Gilbert Dupont (Société Générale Group)
is the sole Lead Underwriter and bookrunner for the
Deal.
Law firm Orsay Avocats (Frédéric Lerner
- Pierre Hesnault) is legal advisor for the Deal.
COMMITMENT TO ABSTAIN
In the context of the Deal, Quantum Genomics
made a 90-day commitment from the settlement date of the Deal,
subject to the usual exceptions, to abstain from issuing any new
shares over the said period.
COMMITMENT TO RETAIN SHARES
In the context of the Deal, Management of
Quantum Genomics, representing 6.2% of the capital on a pre-deal
diluted basis, made a commitment to retain its Quantum Genomics
shares for 180 days from the settlement date of the Deal, subject
to the usual exceptions.
In addition, the pharmaceutical company Julphar
will subscribe a commitment to retain the Quantum Genomics shares
subscribed for one year from the settlement date of the Deal,
subject to the usual exceptions.
GUARANTEE OF THE OFFERING
Gilbert Dupont is the sole Lead Underwriter and
Bookrunner for the Deal.
There is no guarantee for the Deal. However,
there is an investment contract between Quantum Genomics and
Gilbert Dupont.
Risk Factors
- The market price
of the Quantum Genomics shares may fluctuate and drop below the
subscription price of the New Shares;
- Due to stock
market fluctuations, the volatility and liquidity of Quantum
Genomics shares may vary considerably;
- Sales of Quantum
Genomics shares may occur on the secondary market, after completion
of the Deal, and adversely impact the Quantum Genomics share
price;
- Quantum Genomics
cannot guarantee that the uses of the proceeds from the Deal, as
planned, will inevitably create value for their shareholders;
- Quantum Genomics
has not distributed any dividends over the past three financial
years.
Detailed information about Quantum Genomics,
particularly concerning its business, results and related risk
factors, is provided in the annual financial report for the year
ended December 31, 2020 and the interim financial report for H1
2021, which can be found, along with other regulated information
and all the press releases of Quantum Genomics, on their website
(www.quantum-genomics.com).
DISCLAIMERS
The offering of the Quantum Genomics New Shares
in the context of the Deal will not give rise to the preparation of
a prospectus subject to approval by the French Financial Markets
Authority (AMF).
This press release does not constitute an offer
of securities or a solicitation to purchase or subscribe for
securities in the USA or any other country.
The securities of Quantum Genomics referred to
in this press release have not been and will not be registered
under the 1933 U.S. Securities Act, as amended ("U.S.
Securities Act"), and Quantum Genomics does not intend to
make a public offering of its securities in the USA. Securities may
only be offered, subscribed or sold in the USA after registration
pursuant to the U.S. Securities Act or in the context of an
exemption from this registration obligation.
The distribution of this press release may be
subject to specific regulations in certain countries. Persons in
possession of this press release should enquire about and comply
with any local restrictions.
Any decision to subscribe for or purchase
Quantum Genomics shares should be made solely on the basis of
public information about Quantum Genomics. Gilbert Dupont is not
responsible for such information.
About Quantum Genomics
Quantum Genomics is a biopharmaceutical company
specializing in the development of a new class of cardiovascular
drugs, based on the Brain Aminopeptidase A Inhibition (BAPAI)
mechanism. It is the only company in the world to pursue this
innovative approach directly targeting the brain, founded upon more
than twenty years of research work by Paris-Descartes University
and the INSERM/CNRS laboratory led by Dr. Catherine Llorens-Cortès
at the Collège de France. Quantum Genomics thus aims to develop
innovative treatments for complex or even resistant hypertension
(in approximately 30% of patients it is poorly controlled or
treatment failure occurs), and heart failure (one in two patients
diagnosed dies within five years).
The Paris-based company is listed on Euronext
Growth in Paris (FR0011648971 - ALQGC) and on the US OTCQX market
(symbol: QNNTF).Learn more on www.quantum-genomics.com, and our
Twitter and Linkedin accounts
Contacts
Quantum Genomics |
contact@quantum-genomics.com |
|
Edifice Communication (EUROPE) |
Financial and Media Communication
quantum-genomics@edifice-communication.com |
|
LifeSci (USA) |
Mike TattoryMedia Communication+1 (646) 751-4362 -
mtattory@lifescipublicrelations.com |
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