Regulatory News:
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GenSight Biologics (Euronext: SIGHT, ISIN: FR0013183985, PEA-PME
eligible) (the "Company"), a biopharma Company focused on
developing and commercializing innovative gene therapies for
retinal neurodegenerative diseases and central nervous system
disorders, announced today a financing through a capital increase
reserved to specialized investors by the issuance of new shares
with warrants attached, for a total gross amount of c. €2.8 million
(excluding the future net proceeds related to the exercise of the
warrants) (the "Reserved Offering"). The subscription price
for one ABSA is €0.3513 (the "Offering Price").
"We are truly grateful for the continuing support of Heights
Capital and Sofinnova Partners,” noted Jan Eryk Umiastowski,
Chief Financial Officer of GenSight Biologics. “The small bridge
financing combined with the expected resumption of the French Early
Access Program will extend our cash runway by more than 12
months.”
Use of Proceeds
The Company intends to use the net proceeds from the Reserved
Offering to finance only its general corporate needs in connection
with the slight delay the Company has experienced in the resumption
of the early access program expected in late December 2024.
Working Capital Statement
To date, without taking into account the net proceeds of the
Reserved Offering, the Company does not have sufficient net working
capital to meet its obligations over the next twelve months but
only until mid-November 2024.
As of September 30, 2024, the Company’s available cash and cash
equivalents amounted to €3.4 million.
Before completion of the Reserved Offering and without taking
into account the potential indemnities generated by the resumption
of AAC, the Company estimates that (i) its net cash requirement for
the next twelve months is approximately €37 million and (ii) it
will need to raise approximately €2.7 million to supplement its
working capital requirements and fund its operating expenses until
the first payments in connection with the potential resumption of
the early access in France (AAC) that is expected in late December
2024.
Taking into account the expected net proceeds of the Reserved
Offering for approximately €2.7 million, the Company does not have
sufficient net working capital to meet its obligations over the
next 12 months but only until late December 2024 when the AAC
program is expected to resume. With the potential indemnities
generated by the resumption of AAC and the net proceeds of the
Reserved Offering, the Company anticipates that it would have
sufficient net working capital to meet its obligations over the
next 12 months with a cash runway extended to Q4 2026. In November
2026, the Company will have to pay the annual rebates on the 2025
AAC program which will amount to around 50% of the AAC indemnities
generated over the year. Consequently, the Company may need to seek
other sources of debt or equity financing or achieve partnering or
M&A opportunities, in order to supplement its working capital
requirements and fund its operating expenses beyond Q4 2026.
Even though the Company believes in its ability to achieve its
manufacturing objectives, to raise additional funds or achieve
partnership or M&A opportunities, no assurance can be given at
this time as to whether the Company will be able to achieve these
objectives or to obtain funds at attractive terms and
conditions.
Terms of the Reserved Offering
The Reserved Offering, for a total of €2,775,621.30 (share issue
premium included), was carried out through the issuance of
7,901,000 ABSA (as defined below) via a capital increase without
shareholders’ preferential subscription rights reserved to a
category of persons satisfying determined characteristics, pursuant
to Article L. 225-138 of the French Commercial Code and in
accordance with the 23rd resolution of the Company’s combined
general shareholders’ meeting held on May 29, 2024 (the "General
meeting")1, through the issuance of new shares of a per value
of €0.025 (the "New Shares"), to which are attached 1
warrant for 1 new shares (the "Warrants", together with the
New Shares, the "ABSA") and the new shares of the Company
resulting from the exercise of the Warrants (the "Warrants
Shares") (the "Reserved Offering").
Among Eligible Investors, the Reserved Offering was exclusively
opened (i) in the European Union (including France) to “qualified
investors” within the meaning of Article 2(e) of Regulation (EU)
2017/1129 of the European Parliament and of the Council of June 14,
2017, as amended (the "Prospectus Regulation") and (ii)
outside the European Union to certain institutional and qualified
investors on a private placement basis.
The ABSA will be issued and the price per ABSA determined by the
decision of the Chief Executive Officer of the Company dated
November 1st, 2024, pursuant to and within the limits of the
subd-delegation of authority granted by the Company’s Board of
Directors held on October 29, 2024 and in accordance with the 23rd
and 29th resolutions of the General Meeting, it being specified
that in accordance with Article L. 225-38 of the French Commercial
Code and in application of the provisions of the Board of
Directors’ internal rules relating to conflicts of interest,
Sofinnova Partners took no part in the deliberations nor in the
vote relating to this decision.
The Offering Price is €0.3513, equal to the volume-weighted
average price of the Company’s shares on Euronext Paris during the
last five trading sessions preceding its setting (i.e., October 25,
28, 29, 30 and 31, 2024) (the "Reference Price") plus a
premium of 4.6%. Taking into account the estimated theoretical
value of 100% of a Warrant (i.e., €0.0812, this value was obtained
using the Black & Scholes method with a volatility of 35%),
this would represent a discount of 19.54% compared with the
Reference Price, in accordance with the 23rd resolution of the
General Meeting.
Upon settlement of the Reserved Offering, the Warrants will be
exercisable from April 1st, 2025, until the maturity of the
warrants, which is sixty months from the date of issue. In no
event, the Warrants will be exercisable before April 1st, 2025.
The exercise of a Warrant will give the right to subscribe to
one (1) Warrant Share (the "Exercise Ratio"), it being
specified that this Exercise Ratio may be adjusted following any
transactions carried out by the Company on its share capital or
reserves, as from the issuance date of the Warrants, in order to
maintain the rights of the Warrants’ holders.
The exercise price of the Warrants will be equal to €0.3513,
i.e., a premium of 4.6% to the Reference Price, payable at the time
of exercise of the Warrants.
Admission to Trading of the New Shares
Settlement-delivery of the Reserved Offering and the admission
of the New Shares for trading on the regulated market of Euronext
Paris are expected on November 6, 2024. The New Shares will
immediately be fungible with the existing shares of the Company and
will be traded on the same listing line under the ISIN Code
FR0013183985. Application will be made for the Warrants to be
admitted to Euroclear France.
The Warrants will be detached from New Shares and no application
will be made for their admission on Euronext Paris.
The Warrants Shares will be subject to periodic application for
admission to trading until three business days following the
Exercise Period, i.e., November 9, 2029, at the latest.
Impact of the Reserved Offering on the Share Capital
Following the settlement and delivery of the Reserved Offering,
expected to occur on November 6, 2024, the Company’s total share
capital will be equal to €2,889,683.725 divided into 115,587,349
shares.
For illustration purposes, the impact of the issuance of the New
Shares and the Warrant Shares on the ownership of a shareholder
holding 1% of the Company’s share capital prior to the Reserved
Offering and not subscribing to it, is as follows:
Ownership interest (in
%)
On a non-diluted basis
On a diluted basis(1)
Prior to the issue of 7,901,000
New Shares
1.00%
0.64%
Following the issue of 7,901,000
New Shares
0.93%
0.59%
Following the issue of 7,901,000
New Shares and 7,901,000 Warrants Shares from the exercise of all
the Warrants
0.87%
0.59%
(1) The calculations are based on the assumption of the exercise
of all the share warrants, founders share warrants, free shares and
stock options outstanding at the date hereof, giving access to a
maximum of 60,191,282 shares
Impact of the Reserved Offering on Shareholders'
Equity
For illustration purposes, the impact of the issuance of the New
Shares and the Warrant Shares on the Company's equity per share
(calculation made on the basis of the Company's shareholders'
equity at September 30, 2024, increased by the capital increase of
October 2024 for the quarterly amortization payments of the
convertible bonds issued in 2022) is as follows:
Share of equity per share (in
euros)
On a non-diluted basis
On a diluted basis(1)
Prior to the issue of 7,901,000
New Shares
-0.22
0.03
Following the issue of 7,901,000
New Shares
-0.18
0.06
Following the issue of 7,901,000
New Shares and 7,901,000 Warrants Shares from the exercise of all
the Warrants
-0.15
0.06
(1) The calculations are based on the assumption of the exercise
of all the share warrants, founders share warrants, free shares and
stock options outstanding at the date hereof, giving access to a
maximum of 60,191,282 shares
Evolution of the Shareholding Structure following the
Reserved Offering
To the Company’s knowledge, the breakdown in share ownership
before and after the Reserved Offering is as follows:
The shareholding structure of the Company before the Reserved
Offering:
Shareholders
Shareholders
(non-diluted)
Shareholders (diluted)
Number of shares and voting
rights
% of share capital and voting
rights
Number of shares and voting
rights
% of share capital and voting
rights
5% Shareholders
Sofinnova
23,548,018
21.87%
28,611,309
17.04%
Invus
17,678,428
16.42%
22,383,364
13.33%
UPMC
10,158,364
9.43%
12,487,477
7.44%
ARMISTICE
3,658,000
3.40%
9,987,113
5.95%
Heights
2,485,969
2.31%
33,467,509
19.94%
Directors and Officers
167,002
0.15%
1,627,002
0.97%
Employees
80,000
0.07%
1,358,000
0.81%
Other shareholders (total)
49,910,568
46.35%
57,955,857
34.52%
Total
107,686,349
100.00%
167,877,631
100.00%
The shareholding structure of the Company following the
settlement of the Reserved Offering:
Shareholders
Shareholders
(non-diluted)
Shareholders (diluted)
Number of shares and voting
rights
% of share capital and voting
rights
Number of shares and voting
rights
% of share capital and voting
rights
5% Shareholders
Sofinnova
26,360,241
22.81%
34,235,755
18.64%
Invus
17,678,428
15.29%
22,383,364
12.18%
UPMC
10,158,364
8.79%
12,487,477
6.80%
ARMISTICE
3,658,000
3.17%
9,987,113
5.44%
Heights
7,574,746
6.55%
43,645,063
23.76%
Directors and Officers
167,002
0.14%
1,627,002
0.89%
Employees
80,000
0.07%
1,358,000
0.74%
Other shareholders (total)
49,910,568
43.18%
57,955,857
31.55%
Total
115,587,349
100.00%
183,679,631
100.00%
The shareholding structure of the Company following the
settlement of the Reserved Offering and the exercise of all the
Warrants :
Shareholders
Shareholders
(non-diluted)
Shareholders (diluted)
Number of shares and voting
rights
% of share capital and voting
rights
Number of shares and voting
rights
% of share capital and voting
rights
5% Shareholders
Sofinnova
29,172,464
23.62%
34,235,755
18.64%
Invus
17,678,428
14.32%
22,383,364
12.18%
UPMC
10,158,364
8.23%
12,487,477
6.80%
ARMISTICE
3,658,000
2.96%
9,987,113
5.44%
Heights
12,663,523
10.25%
43,645,063
23.76%
Directors and Officers
167,002
0.14%
1,627,002
0.89%
Employees
80,000
0.06%
1,358,000
0.74%
Other shareholders (total)
49,910,568
40.42%
57,955,857
31.55%
Total
123,488,349
100.00%
183,679,631
100.00%
Sofinnova Partners, represented on the Company’s Board of
Directors and holding 21.87% of the share capital of the Company
before the Reserved Offering, subscribes for 2,812,223 ABSA of the
Company and will hold, after the completion of the Reserved
Offering (excluding the exercise of the Warrants), 22.81% of the
Company's share capital. After the exercise of all its Warrants,
Sofinnova Partners will hold 23.62% of the Company's share capital.
The representative of Sofinnova Partner on the Company’s Board of
Directors abstained from voting on the Board decisions concerning
the Reserved Offering.
Heights Capital, holding 2.31% of the share capital of the
Company before the Reserved Offering, subscribes for 5,088,777 ABSA
of the Company and will hold, after the completion of the Reserved
Offering (excluding the exercise of the Warrants), 6.55% of the
Company's share capital. After the exercise of all its Warrants,
Heights Capital will hold 10.25% of the Company's share
capital.
Information Available to the Public and Risk Factors
The Reserved Offering is not subject to a prospectus requiring
an approval from the French Financial Markets Authority (Autorité
des Marchés Financiers) (the "AMF").
Detailed information regarding the Company, including its
business, financial information, results, perspectives and related
risk factors are contained in the Company’s 2023 Universal
Registration Document filed with the AMF on April 17, 2024 under
number D. 24-299 (the "2023 Universal Registration
Document"), as amended by an amendment to the 2023 Universal
Registration Document to be filed with the AMF on May 7, 2024 (the
"Amendment to the 2023 Universal Registration Document").
These documents, as well as other regulated information (including
the half-year financial report of the Company for the six-month
period ended June 30, 2024) and all of the Company's press
releases, are available free of charge on the website of the
Company (www.gensight- biologics.com). Your attention is drawn to
the risk factors related to the Company and its activities
presented in chapter 3 of its 2023 Universal Registration Document
and in chapter 2 of the Amendment to the 2023 Universal
Registration Document.
About GenSight Biologics
GenSight Biologics S.A. is a clinical-stage biopharma company
focused on developing and commercializing innovative gene therapies
for retinal neurodegenerative diseases and central nervous system
disorders. GenSight Biologics’ pipeline leverages two core
technology platforms, the Mitochondrial Targeting Sequence (MTS)
and optogenetics, to help preserve or restore vision in patients
suffering from blinding retinal diseases. GenSight Biologics’ lead
product candidate, LUMEVOQ® (GS010; lenadogene nolparvovec), is an
investigational compound and has not been registered in any country
at this stage, developed for the treatment of Leber Hereditary
Optic Neuropathy (LHON), a rare mitochondrial disease affecting
primarily teens and young adults that leads to irreversible
blindness. Using its gene therapy-based approach, GenSight
Biologics’ product candidates are designed to be administered in a
single treatment to each eye by intravitreal injection to offer
patients a sustainable functional visual recovery.
Disclaimer
The distribution of this press release may be restricted by
certain local laws. Recipients of this press release are required
to inform themselves of any such restrictions and, if applicable,
to observe them. This press release does not constitute an offer or
a solicitation of an offer to purchase or subscribe for securities
in France.
This announcement is an advertisement and not a prospectus
within the meaning of the Prospectus Regulation. Any decision to
purchase securities must be made solely on the basis of publicly
available information on the Company.
In France, the Reserved Offering described above will be carried
out exclusively within the framework of offering reserved in favor
of a categories of beneficiaries as referred to in the 23rd
resolution of the General Meeting.
In respect of Member States of the European Economic Area (the
"Member States"), no action has been or will be taken to
permit a public offering of the securities requiring the
publication of a prospectus in any of these Member States.
Consequently, the securities can and will only be offered in any of
the Member State (including France), to qualified investors as
defined in Article 2(e) of the Prospectus Regulation.
This document 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 the Company in any
jurisdiction.
No communication and no information in respect of the offering
by the Company of its securities 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
securities may be subject to specific legal or regulatory
restrictions in certain jurisdictions.
This announcement does not, and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in
connection with any offer. 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.
Not for release, directly or indirectly, in or into the United
States, Canada, South Africa, Japan or Australia. This document
(and the information contained herein) does not contain or
constitute an offer of securities for sale, or solicitation of an
offer to purchase securities, in the United States, Canada, South
Africa, Japan or Australia or any other jurisdiction where such an
offer or solicitation would be unlawful. The securities referred to
herein have not been and will not be registered under the
Securities Act, or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or any other jurisdiction of the United States. No public
offering of the securities will be made in the United States.
1 (i) natural or legal persons (including companies), investment
companies, trusts, investment funds or other investment vehicles in
whatever form, whether under French or foreign law, investing on a
regular basis in the pharmaceutical, biotechnological,
ophthalmological, neurodegenerative diseases or medical
technologies sectors; and/or (ii) French or foreign companies,
institutions or entities, whatever their form, exercising a
significant part of their activity in these fields (such investors,
being "Eligible Investors").
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version on businesswire.com: https://www.businesswire.com/news/home/20241101798205/en/
GenSight Biologics Chief Financial Officer Jan Eryk
Umiastowski jeumiastowski@GENSIGHT-BIOLOGICS.COM
LifeSci Advisors Investor Relations Guillaume van
Renterghem +41 (0)76 735 01 31
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