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ABIONYX decides to increase capital with removal of preferential subscription rights for the benefit of a category of people by issuing shares with share subscription warrants for an amount of approximately 3.4 million euros

ABIONYX decides to increase capital with removal of preferential subscription rights for the benefit of a category of people by issuing shares with share subscription warrants for an amount of approximately 3.4 million euros

  • approximately €3.4 million per issue of shares with share subscription warrants

  • Subscription price: €1.37 for a share with subscription warrants

  • 1 voucher gives the right to 1 share to be issued at a price of €3

  • Subscription period: 3 years

  • Financial visibility extended until the end of 2025

TOULOUSE, France & LAKELAND, Michigan, June 19, 2024–(BUSINESS WIRE)–Regulatory news:

ABIONYX Pharma, (FR0012616852 – ABNX – PEA PME eligible)new generation biotechnology company dedicated to the discovery and development of innovative therapies based on the only natural recombinant apoA-I in the world, announces the launch of a capital increase with elimination of preferential subscription rights for the benefit of a category of people for an amount of nearly 3.4 million euros through the issue of a maximum number of 2,472,000 new shares, each with a warrant, at a subscription price of €1.37 per share with a warrant. subscription.

Each new share will be accompanied by a subscription warrant and each warrant will entitle its holder to subscribe to 1 new share to be issued at a price of €3. This capital increase is intended to strengthen the Company’s cash flow for development in Sepsis and the United States.

Subscription intentions

The investment company ORSAY 53 has undertaken to subscribe for 2,331,000 shares with warrants, representing nearly 94% of the planned issue. Furthermore, a historic shareholder, Mr. Luc Demarre, declared his intention to subscribe for the balance of the total number of shares with warrants.

ORSAY 53 is an investment company owned by experienced entrepreneurs who have supported the successful development of businesses in France and the United States. The appointment of Mr. Jean-Gérard Galvez, President of ORSAY 53, as new administrator will be submitted to a General Meeting which will be held before the end of November 2024.

We are delighted to count on the support of ORSAY 53, an investment company. The support of ORSAY 53 in this operation confirms the strategic value of CER-001 for all shareholders. This operation will give us new resources to finance development in the United States, following the reactivation of our American subsidiary and the success of the pre-IND meeting with the FDA. We are even more confident in our ability to continue to explore all strategic options in the Sepsis field, particularly in the United States.” declared Cyrille TUPIN, Managing Director of ABIONYX Pharma.

Reinforcing the declarations of Cyrille TUPIN, Jean-Gérard GALVEZ, President of ORSAY 53added: “Given the progress of CER-001 and the acceleration of its development in the United States, the acquisition of a stake in ABIONYX Pharma is important for ORSAY 53. We are delighted to have this opportunity to support ABIONYX Pharma at this very advanced stage. clinical development, and become a long-term shareholder“.

Terms of issue

The Board of Directors decided today to issue a maximum of 2,472,000 ordinary shares with a par value of 0.05 euros, each benefiting from a subscription warrant for new ordinary shares.

The warrant shares would be issued at a price of €1.37, representing a maximum nominal capital increase of €123,600 and a maximum share premium of €3,263,040.

This issue represents approximately 7.62% of the share capital on the date of the issue decision.

Each voucher will entitle its holder to subscribe to a new share at a price of €3.

The warrants will be exercisable between November 30, 2024 and June 19, 2027. They will be transferable and negotiable but will not be the subject of a request for admission to trading on Euronext.

The exercise of all of the warrants could result in the issuance of a maximum of 2,472,000 new ordinary shares, representing additional gross proceeds of 7,416,000 euros.

This operation consists of a capital increase with removal of preferential subscription rights for the benefit of a category of persons, decided today by the Board of Directors, acting on the basis of the delegation conferred by the twentieth resolution of the Meeting. Mixed General Meeting of the Society on June 27. , 2023.

The new shares will carry the right of use, will be assimilated to existing shares and will enjoy the same rights. They will be subject to all the statutory provisions of the Company and will be admitted to trading on Euronext on the same quotation line as the existing shares.

Provisional timetable

The subscription period for shares with warrants will begin on June 20, 2024 and will end no later than June 30, 2024, it being specified that this period will be closed early if all subscription forms are received before this date.

Shareholding

The maximum number of shares that may be issued represents approximately 7.62% of the number of shares in circulation before issuance and 7.08% after issuance of the warrant shares.

As an illustration, a shareholder holding a number of shares representing 1% of the capital of ABIONYX before the planned issue would represent 0.93% of the capital after the issue of the shares with subscription warrants (in the event of total subscription to the capital increase). and 0.87% of the share capital (in the event of exercise of all the warrants).

Shareholders* before and after capital increase in % of capital

Shareholders

12/31/2023*

Post-issuance of
shares with warrants

Post-exercise of warrants

Number of shares
And

%
Capital
And

Number of shares
And

%
Capital
And

Number of shares
And

% Capital
And

Right to vote

Right to vote

Right to vote

Right to vote

Right to vote

Right to vote

Total general 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 Starts

1,846,457

5.69%

1,987,457

5.69%

2,128,457

5.69%

BPI Participations

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%

Free floating

19,422,744

59.84%

19,422,744

55.60%

19,422,744

51.93%

Own 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 bearer shareholders via declarations of crossing thresholds (legal and statutory)

Fundraising goal

The objective of this fundraising is to strengthen the Company’s cash flow and development in Sepsis and in the United States, following the success of the pre-IND meeting with the FDA. The Company’s financial visibility is now extended until the end of 2025, without any new drawdown of equity financing.

No prospectus

In accordance with the provisions of article 211-3 of the general regulations of the Financial Markets Authority (AMF), the issue will not give rise to a prospectus subject to AMF approval.

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 and that of the AMF: www. .amf-france.org.

About ABIONYX Pharma

ABIONYX Pharma is a next-generation biotechnology company focused on developing innovative medicines for diseases for which there are no effective or existing treatments, even the rarest. The company accelerates the development of new treatments through deep expertise in lipid science and a differentiated apoA-I-based technology platform. ABIONYX Pharma is committed to radically improving outcomes in sepsis and critical care treatment.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240619529560/en/

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