Fund raising of approximately 3.4 million euros through the issue of shares accompanied by share subscription warrants (“ABSA”) Subscription price: 1.37 euros for an ABSA 1 BSA gives right 1 share to be issued for a price of 3 euros Exercise period: 3 years Extension of visibility until the end of 2025
Regulatory News:
ABIONYX Pharma (FR0012616852 – ABNX – PEA PME eligible), a next-generation biotechnology company dedicated to the discovery and development of innovative therapies based on the world’s only natural recombinant apolipoprotein apoA-1, announces the success of a capital increase with elimination of preferential subscription rights (“ DPS “), for the benefit of a category of persons for an amount of nearly 3.4 million euros by issuing 2,472,000 new shares, each accompanied by a share subscription warrant (the ” BSA “) (together the ” ABSA »), at a subscription price of 1.37 euros per ABSA.
Each BSA gives the right to subscribe to 1 share to be issued at the exercise price of 3 euros per new share.
Fundraising objective
The objective of this fundraising is to strengthen the Company’s cash position as part of the development of its program in sepsis and in the United States following the successful pre-IND meeting with the FDA.
The Company’s financial visibility is now extended until the end of 2025 without a new drawing of the ORA.
Terms of issue
Following the decisions taken by the Board of Directors on June 19 and 21, the Chief Executive Officer noted today the full subscription of 2,472,000 ordinary shares with a nominal value of 0.05 euros, each accompanied by a BSA, at a price of 1.37 euros per ABSA, representing a nominal capital increase amount of 123,600 euros accompanied by an issue premium of 3,263,040 euros.
The subscription price of each ABSA corresponds to the weighted average of the 10 trading sessions preceding June 19, 2024, reduced by a discount of 10% and increased by the estimated value of the bond of 0.18 euros.
As soon as the ABSAs are created, the BSAs are detached from the shares.
The new shares carry current dividend rights, are assimilated to the old shares and enjoy the same rights. They are subject to all statutory provisions and are admitted to trading on Euronext on the same listing line as the existing shares.
Each BSA gives the right to subscribe to one new share at a price of 3 euros.
The BSAs will be exercisable from November 30, 2024 until June 19, 2027. They are transferable and negotiable but will not be the subject of a request for admission to Euronext.
The exercise of all of the BSAs may result in the issuance of a maximum number of 2,472,000 new ordinary shares representing additional gross proceeds of 7,416,000 euros.
This transaction is part of a capital increase with removal of preferential subscription rights for the benefit of persons belonging to specific categories, decided by the Board of Directors on June 19 and 21, 2024, acting on the basis of the delegation granted by the twentieth resolution of the Combined General Meeting of the Company on June 27, 2023.
Delivery payment
Payment for delivery should take place on Wednesday July 3, 2024.
Product of the show
The gross proceeds from the issue of ABSAs amount to 3,386,640 euros and represent a net amount of 3,356,640 euros, after deduction of costs linked to the issue.
The exercise of all of the BSAs would represent additional gross proceeds of 7,416,000 euros.
Shareholding
The number of shares issued represents approximately 7.62% of the number of shares in circulation before issuance and 7.08% after issuance of the ABSAs.
By way of illustration, a shareholder who held a number of shares representing 1% of the capital of ABIONYX before the planned issue, would represent after the issue of ABSA 0.93% of the share capital (in the event of full subscription of the capital increase) and 0.87% of the share capital (in the event of exercise of the entire BSA).
Shareholders* before increase and after capital increase (AK) in %
| Shareholders | 31/12/2023* | Post ABSA broadcast | Post exercise of BSA | |||
| Nb actions et | % Capital and | Nb actions et | % Capital and | Nb actions et | % Capital and | |
| Voting rights | Voting rights | Voting rights | Voting rights | Voting rights | Voting rights | |
| Total top management | 6 148 342 | 18,94% | 6 148 342 | 17,60% | 6 148 342 | 16,44% |
| Emmanuel Huynh | 4 348 882 | 13,40% | 4 348 882 | 12,45% | 4 348 882 | 11,63% |
| Cyrille Tupin | 1 592 214 | 4,91% | 1 592 214 | 4,56% | 1 592 214 | 4,26% |
| Christian Chavy | 207 246 | 0,64% | 207 246 | 0,59% | 207 246 | 0,55% |
| Total financial shareholders | 6 622 787 | 20,40% | 9 094 787 | 26,04% | 11 566 787 | 30,92% |
| Orsay 53 (represented by Mr. Jean-Gérard Galvez) | 2 331 000 | 6,67% | 4 662 000 | 12,46% | ||
| Sadok Belmokhtar | 1 859 098 | 5,73% | 1 859 098 | 5,32% | 1 859 098 | 4,97% |
| Luc Demarre | 1 846 457 | 5,69% | 1 987 457 | 5,69% | 2 128 457 | 5,69% |
| BPI Participations (FR) | 1 630 451 | 5,02% | 1 630 451 | 4,67% | 1 630 451 | 4,36% |
| Jean-Louis Dasseux | 1 286 781 | 3,96% | 1 286 781 | 3,68% | 1 286 781 | 3,44% |
| Public | 19 422 744 | 59,84% | 19 422 744 | 55,60% | 19 422 744 | 51,93% |
| Treasury shares | 265 139 | 0,82% | 265 139 | 0,76% | 265 139 | 0,71% |
| TOTAL | 32 459 012 | 100,00% | 34 931 012 | 100,00% | 37 403 012 | 100,00% |
*Based on the information brought to the attention of the Company, in particular for bearer shareholders via declarations of crossing thresholds (legal and statutory)
Certain shareholders who are individuals, mentioned in the above-mentioned table, hold all or part of their stake via holding companies that they manage and control.
No prospectus
In accordance with the provisions of Article 211-3 of the General Regulations of the Financial Markets Authority (AMF), the issue did not give rise to a prospectus submitted for approval to the AMF.
Risk factors
The risk factors are described in the 2023 Universal Registration Document (chapter 3) filed with the AMF under number D.24-0385 on April 30, 2024 and available on the Company’s website: www.abionyx.com as well as that of the AMF: www.amf-france.org.
Number of shares making up the capital
Following the issuance of ABSA, the share capital now amounts to 1,746,550.60 euros. It is divided into 34,931,012 ordinary shares with a par value of 0.05 euros, representing 34,931,012 theoretical voting rights.
About ABIONYX Pharma
ABIONYX Pharma is a next-generation biotechnology company whose goal is to contribute to health through innovative therapies in indications where there is no effective or existing treatment, even the rarest. Thanks to its partners in research, medicine, biopharmaceuticals and shareholding, the company innovates daily to offer drugs for the treatment of renal and ophthalmological diseases, or new apoA-1 vectors used for targeted drug delivery.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240701698379/fr/
