- Cash position of €2.8 million, including €1 million of
Research Tax Credit pre-financing implemented in early January
2024
- Capital increase designed to secure funding for completion
of Post-COVID Phase 2 trial, with results expected in June 2024,
and to extend the Company’s financial runway
- Offering of an indicative amount of €5 million, composed of
a reserved offering for specialized and strategic investors and a
public offering for retail investors, in France only via the
PrimaryBid platform
- Issue price of 1.05 euro per new share, a 17% discount from
closing price of January 31, 2024
- Subscription commitments of minimum 60% by historical
shareholders, Institut Mérieux and Servier
- Closing of the offering conducted through the PrimaryBid
platform on February 1, 2024 at 10 p.m. (CET) and of the Reserved
Offering on February 2, 2024 before market open (subject to early
closing)
Regulatory News:
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
GeNeuro (Euronext Paris: CH0308403085 - GNRO), a
biopharmaceutical company focused on stopping the progression of
neurodegenerative and autoimmune diseases such as multiple
sclerosis (MS), amyotrophic lateral sclerosis (ALS) and Post-Acute
Sequelae of COVID-19 (PASC, long-COVID or post-COVID), today
announces the launch of a private placement of ordinary shares to
be issued by the Company, in connection with a share capital
increase without preferential subscription rights of an indicative
amount of €5 million by way of a private placement reserved to
certain qualified investors, with an accelerated book-building; the
offering will also include a public offering for retail investors,
in France only through the PrimaryBid platform. The Company also
announces its 2023 year-end cash position.
Cash position at December 31, 2023
At December 31, 2023, GeNeuro had €1.8 million in cash and cash
equivalents. In addition, the Company implemented a non-recourse
bank pre-financing of €1 million for its 2022 Research Tax Credit,
which was received in cash in January 2024; taking this into
account, the said cash and cash equivalent unaudited position as at
31 December 2023 would amount to €2.8 million.
As announced in November 2023, the Company completed the
recruitment of its Phase 2 trial evaluating temelimab against
Post-COVID and expects topline results in June 2024. The trial
“Temelimab as a Disease Modifying Therapy in Patients With
Neuropsychiatric Symptoms in Post-COVID 19 or PASC Syndrome” is a
randomized, placebo-controlled, biomarker-based, Phase 2 clinical
trial assessing the effect of the treatment with temelimab on the
clinical course of these symptoms. The trial has recruited 203
patients across 14 clinical centers in Switzerland, Spain and
Italy. All enrolled patients receive 6 intravenous infusions of
temelimab or placebo (1 to 1 randomization) over 24 weeks. The
clinical endpoints will assess the efficacy and the safety of the
treatment with temelimab on the improvement in fatigue as well as a
large panel of cognitive impairment measures.
Cash burn from operating and investing activities in the second
half of 2023 was €5.6 million, compared to €4.7 million in the
first half of 2023; the increase is due to the trial’s longer
recruitment period and to increased working capital needs. As a
result, the Company’s financial resources at year-end 2023
(including the Research Tax Credit pre-financing received in
January 2024) are not sufficient to cover its upcoming deadlines
and operational expenses and the Company will use the net proceeds
from the Offering to secure the completion of the Post-COVID study
and to extend its financial runway into early third quarter of
2024.
Reasons for the Offering
The proceeds of the Offering, combined with the Company's
existing cash position, are intended primarily to (i) cover the net
costs of €6.8 million for the completion of the ongoing Phase 2
trial in Post-COVID, with results expected in June 2024, (ii)
extend the company’s runway, which had been reduced, before the
Offering, from theQ3 2024 to mid Q2 2024, to early Q3 quarter of
2024 and (iii) for the Company’s general corporate needs.
Terms of the Offering
Pursuant to applicable Swiss law and Section 5bis of the
Company’s bylaws, as adopted by the Ordinary Shareholders’ Meeting
of June 14, 2023, the Board of Directors of the Company has
decided, at the date of this press release, to launch a capital
increase with waiver of shareholders’ subscription rights by way of
a book-built private placement reserved for qualified investors
(the “Private Placement”) and a public offering for retail
investors in France only through the PrimaryBid platform (the
“PrimaryBid Offer” and, together with the Private Placement,
the “Offering”). The Offering will be carried out by issuing
new ordinary shares at a fixed price of €1.05 per new share in
connection with the Private Placement (the "Private Placement
New Shares") and the PrimaryBid Offer (the "PrimaryBid New
Shares" and, together with the Private Placement Shares, the
"New Shares").
GeNeuro’s principal shareholder, GNEH SAS (a subsidiary of
Institut Mérieux), which holds 40% of GeNeuro’s share capital prior
to the Offering, has committed to subscribe at least pro rata to
its shareholding stake in the Company, i.e. for illustrative
purpose, for at least €2 million out of the €5 million expected to
be raised in connection with the Offering, in connection with the
Private Placement, and Servier has committed to subscribe for a
minimum amount of €1 million in connection with the Private
Placement. In accordance with applicable Swiss laws and
regulations, the GNEH’s representative at the Board of directors of
GeNeuro has not participated, and will not participate, in the vote
on the Board of Directors’ decisions relating to the Offering. As a
result, the subscription commitments received by the Company, as
described above, represent a minimum of 60% of the Offering,
corresponding to a total amount of €3 million.
The book building process will begin immediately following the
publication of this press release. The results of the Offering will
be announced after the closing of the accelerated book building
process by way of a press release published before market open on
February 2, 2024.
The Issue Price is expected to be €1.05 per New Share, which
represents a discount of 17% on the closing market price of the
Company’s shares on Euronext Paris on the last trading day
preceding the closing date of the Offering, i.e. €1.26 on January
31, 2024.
The size of the Offering will depend exclusively on the orders
received for the Private Placement and the PrimaryBid Offer, with
no possibility of reallocating the amounts allocated from one to
the other. The PrimaryBid Offer is ancillary to the Private
Placement and will represent a maximum amount corresponding to 20%
of the amount of the Offer and will be limited to 8 million euros.
Allocations of new shares will be proportional to demand, subject
to reduction of allocations if demand exceeds the aforementioned
limits. In any event, the PrimaryBid Offer will not be carried out
if the Private Placement does not take place.
Bryan, Garnier & Co will act as Sole Global Coordinator and
Sole Bookrunner (the “Placement Agent”).
In connection with the Offering, the Company has entered into a
lock-up commitment effective from the date of signature of the
placement agreement entered into between the Company and the
Placement Agent today for a period of 90 days following the
settlement-delivery date of the Offering, subject to customary
exceptions. Certain directors and significant shareholders,
together holding around 70% of the Company's share capital, have
also entered into a lock-up commitment, effective from the date of
signature thereof, with respect to their shares in the Company for
a period of 90 days following the settlement-delivery date of the
Offering, subject to certain customary exceptions.
The settlement-delivery of the New Shares and their admission to
trading on the regulated market of Euronext Paris are scheduled for
February 7, 2024.
Prospectus
The new shares issued under the Private Placement will be
admitted to trading on the regulated market of Euronext in Paris by
virtue of an admission prospectus submitted for approval to the
Autorité des marchés financiers (the "AMF") and comprising the 2022
universal registration document filed with the AMF on April 28,
2023 under number D.23-0385, including the 2022 annual financial
report, as supplemented by an amendment to the 2022 universal
registration document, which will be filed with the AMF on 2
February 2024, and a securities note, including a summary of the
prospectus (the "Prospectus"). As from the filing with the AMF,
copies of the 2022 universal registration document, as amended, and
the listing prospectus will be available free of charge at the
Company's registered office at 3 chemin du Pré-Fleuri - 1228
Plan-les-Ouates - Geneva - Switzerland, on the Company's website
(www.geneuro.com) and on the AMF website (www.amf-france.org).
Risk factors
The Company draws the public's attention to the risk factors
relating to the Company and its activities, presented in section 3
of the Company's 2022 universal registration document, filed with
the AMF on April 28, 2023, under number D.23-0385, available free
of charge on the Company's website (https://www.geneuro.com) and
the AMF website (https://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 Offer: (i) the volatility of the Company's
shares could fluctuate significantly; (ii) the Company's two main
shareholders will continue to hold a significant percentage of its
share capital; (iii) shareholders cannot benefit from any
change-of-control premium on their shares, as neither French nor
Swiss law on mandatory takeover bids applies to the Company; (iv)
the disposal by the Company's main shareholders of a significant
number of shares in the Company at the end of the lock-up period
could have a negative impact on the market price of the Company's
shares; and (v) the placement agreement between the Company and the
Placement Agent may be terminated at any time.
About GeNeuro
GeNeuro‘s mission is to develop safe and effective treatments
against neurological disorders and autoimmune diseases, such as
multiple sclerosis, by neutralizing causal factors encoded by
HERVs, which represent 8% of human DNA. GeNeuro is based in Geneva,
Switzerland and has R&D facilities in Lyon, France and owns
rights to 17 patent families protecting its technology.
For more information, visit: https://www.geneuro.com
More information about the Company, and in particular on its
activities, results and corresponding risk factors, can be found in
the 2022 Universal Registration Document filed with the French
Autorité des marchés financiers under number D.23-0385. The 2022
Registration Document of the Company is available, together with
other regulated information of the Company and with its press
releases on its website (www.geneuro.com).
Forward Looking Statements
This press release contains certain forward-looking statements
and estimates concerning GeNeuro’s financial condition, operating
results, strategy, projects and future performance and the market
in which it operates. Such forward-looking statements and estimates
may be identified by words, such as “anticipate,” “believe,” “can,”
“could,” “estimate,” “expect,” “intend,” “is designed to,” “may,”
“might,” “plan,” “potential,” “predict,” “objective,” “should,” or
the negative of these and similar expressions. They incorporate all
topics that are not historical facts. Forward-looking statements,
forecasts and estimates are based on management’s current
assumptions and assessment of risks, uncertainties and other
factors, known and unknown, which were deemed to be reasonable at
the time they were made but which may turn out to be incorrect.
Events and outcomes are difficult to predict and depend on factors
beyond the Company’s control. Consequently, the actual results,
financial condition, performances and/or achievements of GeNeuro or
of the industry results may turn out to differ materially from the
future results, performances or achievements expressed or implied
by these statements, forecasts and estimates. Owing to these
uncertainties, no representation is made as to the correctness or
fairness of these forward-looking statements, forecasts and
estimates. Furthermore, forward-looking statements, forecasts and
estimates speak only as of the date on which they are made, and
GeNeuro undertakes no obligation to update or revise any of them,
whether as a result of new information, future events or otherwise,
except as required by law.
Legal notice
This announcement and the information contained herein do not
constitute either an offer to sell or purchase, or the solicitation
of an offer to sell or purchase, securities of GeNeuro S.A. (the
“Company”).
No communication or information in respect of the issuance by
the Company of the New Shares may be distributed to the public in
any jurisdiction where registration or approval is required. No
steps have been taken or will be taken in any jurisdiction where
such steps would be required. The offering or subscription of
shares may be subject to specific legal or regulatory restrictions
in certain jurisdictions. The Company takes no responsibility for
any violation of any such restrictions by any person.
This announcement does not, and shall not, in any circumstances,
constitute a public offering, an offer to purchase nor an
invitation to the public in connection with any public offer
transaction. The distribution of this document may be restricted by
law in certain jurisdictions. Persons into whose possession this
document comes are required to inform themselves about and to
observe any such restrictions.
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“), as implemented in each member State of
the European Economic Area.
France
The offering of GeNeuro shares described above will be carried
out as part of a capital increase by way of (i) a private placement
reserved for qualified investors and (ii) a public offering to
retail investors in France only via the PrimaryBid platform, which
benefits from an exemption from the prospectus requirement pursuant
to the provisions of article 211-3 of the Autorité des marchés
financiers (“AMF”)'s General Regulations and articles 1(4) and 3 of
the Prospectus Regulation.
The New Shares of the Company's Private Placement issued in
connection with the capital increase will not be offered or sold,
directly or indirectly, to the public in France to persons other
than qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation in connection with the Private Placement. The
New PrimaryBid Shares will only be offered to the public via the
PrimaryBid platform in France as part of the PrimaryBid
Offering.
Any offer or sale of the Company's shares or distribution of
offering documents has been, and will be made, in France only to
qualified investors as defined by Article 2(e) of the Prospectus
Regulation and in accordance with Articles L. 411-1 and L. 411-2 of
the French Monetary and Financial Code.
In connection with the admission of the new shares issued under
the Private Placement, the Company will submit an admission
prospectus to the AMF for approval. The PrimaryBid Offering does
not give rise to a prospectus subject to approval by the AMF.
European Economic Area and United Kingdom
With respect to the member States of the European Economic Area,
other than France and the United Kingdom, (each, a “Relevant
State”), no action has been undertaken or will be undertaken to
make an offer to the public of the shares requiring a publication
of a prospectus in any Relevant State. Consequently, the securities
cannot be offered and will not be offered in any Relevant State
(other than France), (i) to qualified investors within the meaning
of the Prospectus Regulation, for any investor in a Member State of
the European Economic Area, or Regulation (EU) 2017/1129 as part of
national law under the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”), for any investor in the United
Kingdom, (ii) to fewer than 150 individuals or legal entities
(other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or
(iii) in accordance with the exemptions set out in Article 1(4) of
the Prospectus Regulation, or in the other case which does not
require the publication by GeNeuro of a prospectus pursuant to the
Prospectus Regulation, the UK Prospectus Regulation and/or
applicable regulation in this Member States.
No action has been undertaken or will be undertaken to make
available the New Shares of the Company to any retail investor in
the European Economic Area. For the purposes of this press release,
the expression “retail investor” means a person who is one (or
more) of the following:
- a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II“);
or
- a customer within the meaning of Directive
2016/97/EU, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or not a “qualified investor” as defined in the
Prospectus Regulation; and
- the expression “offer” includes the
communication in any form and by any means of sufficient
information on the terms of the offer and the shares to be offered
so as to enable an investor to decide to purchase or subscribe the
shares.
United States
This document may not be distributed, directly or indirectly, in
or into the United States. This document does not constitute an
offer of securities for sale nor the solicitation of an offer to
purchase securities in the United States or any other jurisdiction
where such offer may be restricted. Securities may not be offered
or sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements thereof. The securities of the
Company have not been and will not be registered under the
Securities Act, and the Company does not intend to make a public
offering of its securities in the United States. Copies of this
document are not being, and should not be, distributed in or sent
into the United States.
United Kingdom
This press release does not constitute an offer of the
securities to the public in the United Kingdom. The distribution of
this press release is not made, and has not been approved, by an
authorized person (“authorized person”) within the meaning of
Article 21(1) of the Financial Services and Markets Act 2000. As a
consequence, this press release is directed only at persons who (i)
are located outside the United Kingdom, (ii) have professional
experience in matters relating to investments and fall within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005, as amended and (iii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the persons
mentioned under (i), (ii) and (iii) together “Relevant Persons”).
The securities of GeNeuro are directed only at Relevant Persons and
no invitation, offer or agreements to subscribe, purchase or
otherwise acquire the securities of GeNeuro may be proposed or made
other than with Relevant Persons. Any person other than a Relevant
Person may not act or rely on this document or any provision
thereof. This press release is not a prospectus which has been
approved by the Financial Conduct Authority or any other United
Kingdom regulatory authority for the purposes of Section 85 of the
Financial Services and Markets Act 2000.
This document may not be distributed, directly or indirectly, in
or into the United States, Canada, Australia, Japan, South Africa
or any other jurisdiction in which it would be unlawful to do
so.
Any decision to subscribe for or purchase GeNeuro shares should
be made solely on the basis of publicly available information about
GeNeuro. This information is not the responsibility of Bryan,
Garnier & Co. and has not been independently verified by Bryan,
Garnier & Co.
The distribution of this press release may be subject to
specific regulations in certain countries. Persons in possession of
this press release comes should inform themselves about and observe
any local restrictions.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240201723063/en/
GeNeuro Jesús Martin-Garcia Chairman and CEO +41 22 552
48 00 investors@geneuro.com
NewCap (France) Investor Relations – Mathilde Bohin /
Louis-Victor Delouvrier +33 1 44 71 98 52
Media Relations – Arthur Rouillé +33 1 44 71 94 98 geneuro@newcap.eu
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