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Regulatory News:
Voluntis (Paris:VTX) (Euronext Paris, Ticker: VTX - ISIN:
FR0004183960 - the "Company"), a leader in the field of
digital therapeutics, announces today the completion of a capital
increase without preferential subscription rights exclusively
reserved to the category of investors defined below for a total
amount of €5.9 million.
The securities were subscribed by quality European investors,
most of them specialized in the healthcare sector, including
Debiopharm Innovation Fund, Corporate fund of Swiss company
Debiopharm, and Indigo, the holding company of M. Eric Carreel,
Chairman & co-founder of Withings, which strengthened its
position. The issue price of the new shares was set at €4.43 per
share, i.e. a discount of 15% on the average of the volume-weighted
average price of the last three trading days prior to its
setting.
The net proceeds of the capital increase (€5.7 million) will be
used by Voluntis to strengthen its financial resources, in
particular to develop its commercial activities with the
pharmaceutical industry and to contribute to the financing of
R&D activities. This capital raising complements the financing
tools already in place, notably the €2 million state-guaranteed
loan (PGE) and the recently obtained €1 million R&D Innovation
loan, and enables the Company to cover its financing needs beyond
the next 12 months.
The Company's Board of directors has also decided to appoint
Mrs. Tanja Dowe, CEO of Debiopharm Innovation Fund, as a Board’s
Observer.
Pierre Leurent, CEO, said: "First and foremost, I would like to
thank the investors who have placed their trust in us and
contributed to the success of this operation. We were committed to
providing ourselves as quickly as possible with the financial
visibility necessary to execute our strategic roadmap with
confidence. We can now focus on completing the developments for the
commercialization of digital therapeutics within the framework of
our commercial agreements already concluded and on the negotiation
of new collaborations with pharmaceutical companies.”
Eric Elliott, Chairman of the board of directors, said: "We are
delighted to welcome Tanja Dowe as a board’s observer following
this transaction. We look forward to capitalizing on her excellent
knowledge of the digital health sector and her extensive
international network.”
Tanja Dowe, CEO of Debiopharm Innovation Fund, adds: "Debiopharm
is very pleased to join Voluntis and to contribute to its further
growth. The company's positioning at the forefront of the rapidly
growing digital therapeutics sector is perfectly aligned with
Debiopharm's priority areas of interest, particularly given its
industry lead in oncology.”
Guillaume Floch, CFO, added: "We have opted for a hybrid
financing, combining the capital increase announced today and debt,
in order to optimize our balance sheet structure while limiting the
dilutive impact of our financings.”
The placement was led by Banque Delubac & Cie - CIB as lead
manager, advisor and overall coordinator of the transaction.
Main terms of the capital increase
The Board of directors of November 20, 2020, using the
delegation granted by the Company's combined general meeting of
June 29, 2020 under its 26th resolution, decided to issue a total
number of 1,339,592 new ordinary shares, with a nominal value of
€0.10 each, and reserved the subscription for investors falling
within the category of persons defined in the 26th resolution1.
The capital increase, representing approximately 17.6% of the
Company's share capital, on a non-diluted basis, prior to the
completion of the offering, was carried without shareholders'
preferential subscription rights, on the basis of article L.
225-138 of the French Commercial Code.
The issue price of the new shares was set at €4.43 per share.
This price corresponds to a discount of 15% compared to the average
of the volume-weighted average prices of the last 3 trading
sessions prior to its setting, in accordance with the 26th
resolution of the Company's combined shareholders' meeting of June
29, 2020. The gross proceeds of the issue for Voluntis are
€5,934,392.56 (issue premium included).
Impact of the issue on the distribution of capital
As an indication, the participation of a shareholder holding 1%
of the Company's share capital prior to the capital increase will
become approximately 0.85% if such investor does not participate in
the operation.
Before issuance
After issuance
# of
% of
% of
# of
% of
% of
shares
share capital
voting rights
shares
share capital
voting rights
Management & employees
405,161
5.3%
7.7%
405,161
4.5%
6.9%
Bpifrance Participations
1,890,974
24.9%
18.4%
1,890,974
21.1%
16.5%
SHAM Innovation Santé
975,218
12.8%
18.9%
975,218
10.9%
17.0%
LBO France
609,839
8.0%
11.8%
609,839
6.8%
10.6%
Vesalius Biocapital
544,282
7.2%
10.6%
544,282
6.1%
9.5%
Debiopharm Innovation Fund
0
0.0%
0.0%
885,778
9.9%
7.7%
Indigo
266,048
3.5%
2.6%
491,782
5.5%
4.3%
Others
2,915,154
38.3%
30.0%
3,143,234
35.1%
27.4%
TOTAL
7,607,676
100.0%
100.0%
8,947,268
100.00%
100.00%
Settlement-delivery and listing of new shares
The settlement and delivery of the new shares and their
admission to trading on the regulated market of Euronext in Paris
are scheduled for November 26, 2020, subject to customary
conditions. The new ordinary shares will be admitted to trading on
the regulated market of Euronext Paris on the same trading line as
the existing ordinary shares of Voluntis already listed under the
same ISIN code FR0004183960 - VTX. The new ordinary shares will be
immediately fungible with the existing ordinary shares of
Voluntis.
The offering was not subject to a prospectus to be approved by
the French financial markets authority (Autorité des marchés
financiers – the “AMF”). The placing of the shares was not
subject to any guarantee.
Risk Factors
Public attention is drawn to the risk factors relating to the
Company and its business, presented in the 2019 annual financial
report and the 2020 half-year financial report published by the
Company on April 30, 2020 and September 29, 2020 respectively and
available free of charge on its website (www.voluntis.com). The
occurrence of all or part of these risks could have an adverse
effect on the Company's business, financial condition, results of
operations, development or prospects.
Investors are also advised to consider the following risks
specific to the offering: (i) the market price of the Company's
shares may fluctuate and fall below the subscription price of the
shares issued in connection with the offering, (ii) the volatility
and liquidity of the Company's shares may fluctuate significantly,
(iii) sales of the Company's shares may occur in the market and
have an adverse impact on the Company's share market price, and
(iv) the Company's shareholders may suffer potentially significant
dilution as a result of any future capital increases required by
the Company's search for financing.
The Company has conducted a specific review of its liquidity
risk and believes that it will be able to fund its operations over
the next 12 months from today.
About Voluntis
Voluntis creates digital therapeutics that empower people with
chronic conditions to self-manage their treatment every day, thus
improving real-world outcomes. Voluntis’ solutions, combining
mobile and web apps, use clinical algorithms to deliver
personalized recommendations to patients and their care teams. For
example, these recommendations are used to adjust treatment dosage,
manage side effects or monitor symptoms. Leveraging its Theraxium
technology platform, Voluntis has designed and operates multiple
digital therapeutics, especially in oncology and diabetes. Voluntis
has long-standing partnerships with leading life science companies.
Based in Cambridge, MA, and Paris, France, Voluntis is a founding
member of the Digital Therapeutics Alliance. For more information,
please visit: www.voluntis.com
Mnemo : VTX - ISIN : FR0004183960
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”).
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 requiring the publication of a prospectus in any
Member State. Therefore, such securities may not be and shall not
be offered in any Member State other than in accordance with the
exemptions of Article 1(4) of the Prospectus Regulation or,
otherwise, in cases not requiring the publication of a prospectus
under Article 3 of the Prospectus Regulation and/or the applicable
regulations in such Member State.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom and are (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (ii) high net worth entities
and other such persons falling within Article 49(2)(a) to (d) of
the Order (“high net worth companies”, “unincorporated
associations”, etc.) or (iii) other persons to whom an invitation
or inducement to participate in investment activity (within the
meaning of Section 21 of the Financial Services and Market Act
2000) may otherwise lawfully be communicated or caused to be
communicated (all such persons in (y)(i), (y)(ii) and (y)(iii)
together being referred to as “Relevant Persons”). Any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire securities to which this press release relates will only be
engaged with Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this press release or any of its
contents.
This press release may not be distributed, directly or
indirectly, in or into the United States. This press release and
the information contained therein do not, and will 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 restrictions may apply. Securities may not be offered or sold
in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
“Securities Act”). The securities of the Company have not
been and will not be registered under the Securities Act, and the
Company does not intend to conduct a public offering in the United
States.
The 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.
Any decision to subscribe for or purchase the shares or other
securities of the Company must be made solely based on information
publicly available about the Company. Such information is not the
responsibility of Banque Delubac & Cie – CIB and has not been
independently verified by Banque Delubac & Cie – CIB.
This press release and the information contained herein do not
constitute an offer to sell or subscribe to, or a solicitation of
an offer to buy or subscribe to, shares in the Company in any
country. This press release contains forward‐looking statements
that relate to the Company’s objectives. Such forward‐looking
statements are based solely on the current expectations and
assumptions of the Company’s management and involve risk and
uncertainties. Potential risks and uncertainties include, without
limitation, whether the Company will be successful in implementing
its strategies, whether there will be continued growth in the
relevant market and demand for the Company’s products, new products
or technological developments introduced by competitors, and risks
associated with managing growth. The Company’s objectives as
mentioned in this press release may not be achieved for any of
these reasons or due to other risks and uncertainties.
No guarantee can be given as to any of the events anticipated by
the forward-looking statements, which are subject to inherent
risks, including those described in its 2019 annual financial
report and 2020 half-year financial report published by the Company
on April 30, 2020 and September 29, 2020 respectively, as well as
changes in economic conditions, the financial markets or the
markets in which Voluntis operates.
1 i.e. "natural or legal persons (including companies), trusts
or investment funds, or other investment vehicles, regardless of
their form (including, without limitation, any investment fund or
venture capital company, in particular any FPCI, FCPI or FIP),
governed by French or foreign law, whether or not shareholders of
the Company, that invest on a regular basis in the technology
industry".
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version on businesswire.com: https://www.businesswire.com/news/home/20201122005088/en/
ACTUS Media Relations Vivien Ferran vferran@actus.fr +33
(0)1 53 67 36 34
ACTUS Investor Relations Jérôme Fabreguettes-Leib
voluntis@actus.fr +33 (0)1
53 67 36 78
Voluntis Chief Financial Officer Guillaume Floch
investisseurs@voluntis.com +33 (0)1 41 38 39 20