NFL BIOSCIENCES: Very successful capital increase for NFL
Biosciences with over €3 million raised
Very successful capital increase for NFL
Biosciences with over €3 million raised
- Strong
success of the placement with professional investors with a
diversified base of French and international investors for an
amount of €2.45 million
- Exceptional
participation of retail investors
via the PrimaryBid
platform with an offer oversubscribed nearly 3 times and
almost 1,000 orders received, for
a total amount of €1.6M,
with €0.6M being
allocated to the retail
tranche1.
-
Subscription price set at €2.23 per new share, in the
middle of the offering
range.
-
Cash horizon secured
for more than 12 months, allowing NFL
Biosciences to reach in 2023 the key
milestones of the two ongoing studies on
NFL-101 as a smoking cessation aid.
- Settlement
and delivery of the new shares on February 2, 2023.
NFL BIOSCIENCES (Euronext Growth Paris –
FR0014003XT0 – ALNFL), a biopharmaceutical company that is
developing botanical drugs for the treatment of addictions (the
“Company”), is today announcing that it has successfully completed
its fundraising round for a total
of 3,059,910.11 euros through
capital increases with preferential subscription rights waived
for current
shareholders. The offer was
subscribed, on the one hand,
by professional investors for
2.5 million euros, and, on the other
hand, by retail investors through
the PrimaryBid platform for 0.6
million euros (the
“Transaction”).
Ignacio Faus, NFL
Biosciences CEO: “On behalf of NFL Biosciences, I
would like to warmly thank all of the professional investors and
the many retail investors, through PrimaryBid, who took part in
this fundraising round. We have now secured the resources needed to
reach the validation milestones of our two main clinical programs
on NFL-101 in 2023, and we will also be able to move forward with
the development of NFL-301. As always, we will take the greatest
care to effectively allocate these resources and we are confident
that we will be able to demonstrate the efficacy of NFL-101 in
helping people stop smoking”.
Allocation of the funds
Specifically, the funds raised in connection
with the Transaction will make it possible to supplement the
financing for the CESTO II phase II/III trial, aiming to
demonstrate the efficacy of its botanical drug candidate NFL-101
for smoking cessation, and the PRECESTO trial, assessing the
potential of NFL-101 to be associated with nicotine replacement
therapies, as well as the continued development of NFL-301, aimed
at reducing alcohol consumption.
CESTO II • The CESTO II trial
is progressing in line with the schedule set, with 75% of the 318
smokers recruited at the nine clinical investigation centers that
are taking part in the study. NFL Biosciences expects to finalize
recruitments at the end of the second quarter, which would enable
results to be obtained for the main criteria at the end of 2023.
CESTO II’s objectives are to select the best dose and assess the
efficacy of NFL-101 versus placebo. The primary end-point for
assessment is the subjects’ continued abstinence for four weeks (US
Food & Drug Administration (FDA) accepted end-point). Many
other secondary end-points will also be assessed, including the
subjects’ continued abstinence for six months (European Medicines
Agency (EMA) accepted end-point), the number of cigarettes smoked,
withdrawal symptoms and level of craving. About 55% of the funds
raised will be allocated to finalizing this Phase II/III clinical
trial.
PRECESTO • This Phase IIa
clinical trial aims primarily to validate the complementarity of
NFL-101 with other smoking cessation treatments and particularly
nicotine replacement therapies (transdermal patches, tablets,
chewing gums, inhalers and nicotine sprays) with a view to
developing an innovative treatment method by associating NFL-101
with other smoking cessation methods. The PRECESTO trial will
compare against a placebo the capacity of NFL-101 to reduce smoking
satisfaction and cravings. This is a randomized, double-blind trial
that will include 34 smokers who are not looking to stop smoking
and get great satisfaction from smoking with a cross-over design.
This trial is expected to further strengthen the appeal of NFL-101
for pharmaceutical companies that sell smoking cessation drugs and
could be interested in taking out licenses. About 20% of the funds
raised will be allocated to putting in place and carrying out this
Phase IIa clinical trial. The PRECESTO trial results are expected
for the third quarter of 2023.
NFL-301 • This natural drug
candidate to reduce alcohol consumption is subject to a
co-development agreement with ATHENA Pharmaceutiques, set up in
February 2022. Under this partnership, ATHENA Pharmaceutiques, a
market leader for the development and manufacturing of oral
delivery drugs, will manage the development and manufacturing of
NFL-301, while NFL Biosciences will draw up and lead the clinical
program, which could be launched in the United States over the
coming months. By allocating about 15% of the funds raised to this
project, NFL Biosciences will be able to continue developing
NFL-301 and file a pre-IND application with the US Food and Drug
Administration (FDA) prior to a future clinical trial application.
The partnership aims to develop NFL-301 at least until its
placebo-controlled efficacy has been demonstrated as a treatment
for reducing alcohol consumption. NFL Biosciences and ATHENA
Pharmaceutiques will make a joint investment and will share future
revenues based on their respective investments.
The balance of the funds raised, approximately
10%, will be allocated to the day-to-day operations of the
Company.
Before carrying out this round of fundraising,
NFL Biosciences’ cash horizon was the end of the second quarter of
2023. Considering the current level of cash and the estimated
proceeds from this round of fundraising, NFL Biosciences is pushing
back its cash horizon to March 2024. In addition, two other
applications for subsidies for a combined total of 1.7 million
euros are currently being reviewed by Bpifrance, with an outcome
expected in the first quarter of 2023, thus extending the cash
horizon even further. NFL Biosciences will also continue to apply
for non-dilutive financing solutions with French and European
institutions.
Reminder of
the Transaction’s key
features
The Transaction was put in place and carried out
under the 10th, 12th and 13th resolutions from the Company’s
Extraordinary General Shareholders’ Meeting on May 25, 2022 (the
“General Meeting”) at a price of 2,23 euros per share, representing
a discount of 24.87% compared to the volume-weighted average price
of NFL Biosciences shares over the last 5 trading sessions (i.e.
from Monday, January 23 to Friday, January 27, 2023) equal to
2.9680 euros and 29.21% compared to the closing price of NFL
Biosciences shares on Monday, January 30, 2023 which is 3.15
euros.
The Transaction, for a total of 3,059,910.11
euros, including the issue premium, was carried out by issuing,
with preferential subscription rights waived, 1,372,157 new
ordinary shares, representing 26.2% of the Company’s share capital
prior to the Transaction, with:
(i) 1,097,726 new shares issued
for a total of 2,447,928.98 euros (including the issue premium),
representing 80% of the Transaction, for professional investors
under the 10th and 12th resolutions from the General Meeting (the
“Reserved Offer”), and
(ii) 274,431 new shares issued
for a total of 611,981.13 euros (including the issue premium),
representing 20% of the Transaction, for retail investors that
subscribed through the PrimaryBid platform (the “PrimaryBid
Offer”).
The settlement-delivery of these new shares and
their admission to Euronext Growth Paris under ISIN FR0014003XT0
will take place on February 2nd, 2023.
The newly issued shares will be assimilated with
the existing shares and will accrue dividends immediately.
It is reminded that in connection with the
Transaction, NFL Biosciences has made a commitment, on the one
hand, to not carry out any capital increase based on new shares for
a period of 6 months from the completion of the Transaction without
prior approval from Invest Securities and, on the other hand, to
not issue any bonds that could be exchanged for or converted into
new shares, whether or not these are combined with stock warrants,
until December 31, 2023.
Following the Transaction, the Company’s share
capital will represent 198,203 euros, split into 6,606,769 ordinary
shares with a par value of 0.03 euros, all of the same
category.
The breakdown of the Company’s
shareholding structure before the
Trasaction was as follows:
|
|
On a non-diluted basis |
On a diluted basis |
|
|
In quantity of shares |
In % of ownership |
In quantity of shares |
In % of ownership |
Joël BESSE |
|
1,111,253 |
21.2% |
1,361,253 |
17.9% |
Bruno LAFONT |
325,279 |
6.2% |
1,075,279 |
14.1% |
Gérard LEDUC |
76,550 |
1.5% |
1,076,550 |
14.1% |
Family MEREAU |
544,588 |
10.4% |
669,588 |
8.8% |
Eric MOREL D'ARLEUX |
372,803 |
7.1% |
372,803 |
4.9% |
Family NICOLAS |
275,320 |
5.3% |
275,320 |
3.6% |
Other private investors |
775,246 |
14.8% |
1,036,976 |
13.6% |
Public |
|
1,753,573 |
33.5% |
1,753,573 |
23.0% |
Total |
|
5,234,612 |
100.0% |
7,621,342 |
100.0% |
The breakdown of the Company’s
shareholding structure following the
Transaction is as follows:
|
|
On a non-diluted basis |
On a diluted basis |
|
|
In quantity of shares |
In % of ownership |
In quantity of shares |
In % of ownership |
Joël BESSE |
|
1,111,253 |
16.8% |
1,361,253 |
15.1% |
Bruno LAFONT |
325,279 |
325,279 |
4.9% |
1,075,279 |
Gérard LEDUC |
76,550 |
76,550 |
1.2% |
1,076,550 |
Family MEREAU |
544,588 |
544,588 |
8.2% |
669,588 |
Eric MOREL D'ARLEUX |
372,803 |
372,803 |
5.6% |
372,803 |
Family NICOLAS |
275,320 |
275,320 |
4.2% |
275,320 |
Other private investors |
775,246 |
775,246 |
11.7% |
1,036,976 |
Public |
|
3,125,730 |
47.3% |
3,125,730 |
34.8% |
Total |
|
6,606,769 |
100.0% |
8,993,499 |
100.0% |
It is specified that subscriptions, for a
cumulative amount of €2.2 million, were subject to a remuneration
of 5% of the amount subscribed.
Transation
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|
Legal advisory |
Financial communication |
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Disclaimer
Pursuant to the provisions of Article 1(4) of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, the Transaction did not give rise to the
publication of a Prospectus subject to approval by the Autorité des
Marchés Financiers (AMF).
This press release does not constitute a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017, as amended,
or a public offering.
In certain countries, the distribution of this
press release may be subject to specific regulations. Consequently,
persons in such jurisdictions where the press release is released,
published or distributed must inform themselves about and comply
with such legislation and regulations.
This press release constitutes a promotional
communication and not a prospectus within the meaning of the
Prospectus Regulation.
This press release does not constitute an offer
to sell securities or a solicitation for an offer to purchase or
subscribe for securities in the United States of America. The
shares or any other securities of the Company may only be offered
or sold in the United States of America following a registration
under the U.S. Securities Act of 1933 (the “Securities Act”), as
amended, or pursuant to an exemption from such registration
requirement. The Transaction may exceptionally be aimed at a
limited number (i) of qualified institutional buyers in the United
States of America (“qualified institutional buyers” or “QIB”)
within the meaning of Rule 144A (“Rule 144A”) under the U.S.
Securities Act of 1933, as amended and/or (ii) institutional
accredited investors (“institutional accredited investors” or
“IAI”) within the meaning of Rule 501 (a) (1), (2), (3), (7), (8),
(12) or (13) of Regulation D of the Securities Act pursuant to an
exemption from registration in accordance with Section 4(a)(2) of
the Securities Act, notably within the framework of the Issue
Reserved for a Category of Persons, subject to entering into the
categories determined in accordance with Article L. 225-138 of the
French commercial code (Code de commerce). The shares of the
Company will only be offered or sold outside the United States of
America and in the framework of offshore transactions in accordance
with Regulation S of the Securities Act. The Company does not
intend to register the Transaction in whole or in part in the
United States of America or to make a public offering in the United
States of America.
With respect to Member States of the European
Economic Area, no action has been or will be taken to permit a
public offering of the securities covered by this press release
requiring the publication by the Company of a prospectus in a
Member State other than France. Accordingly, the shares of the
Company may not be offered and will not be offered in any Member
State other than France, except in cases not requiring the
publication by the Company of a prospectus under the Prospectus
Regulation and/or the regulations applicable in that Member
State.
This press release can be distributed (A)
outside the United States in accordance with Regulation S of the US
Securities Act solely to (i) persons in the United Kingdom (a) who
are investment professionals within the meaning of Section 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as currently in force, hereinafter the “Financial
Promotion Order”), or (b) high net worth entities referred to in
Section 49(2) (a) to (d) of the Financial Promotion Order, or (c)
persons to whom an invitation or inducement to engage in investment
activities (within the meaning of Section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities of the Company or any member of its group may
lawfully be communicated, directly or indirectly; (ii) persons in
any other Member States of the European Economic Area who are
“qualified investors” within the meaning of Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129, as amended);
(iii) certain qualified and/or institutional investors in other
selected jurisdictions, in accordance with the restrictions
applicable; and persons in the United States who are “qualified
institutional buyers”, within the meaning and on the basis of Rule
114A of the US Securities Act or another exemption from
registration or a transaction that is not subject to registration
under the US Securities Act.
About NFL Biosciences
NFL Biosciences is a biopharmaceutical company
based in the Montpellier area which develops botanical drug
candidates for the treatment of addictions. NFL Biosciences'
ambition is to bring new, natural, safer and more effective
therapeutic solutions to the entire world population, including
low- and middle-income countries. Its most advanced product, called
NFL-101, is a standardized, nicotine-free tobacco leaf extract
protected by two patent families. NFL Biosciences intends to offer
smokers who want to quit a natural, safe, easy-to-administer and
personalized alternative. NFL Biosciences is also developing
NFL-301, a natural drug candidate for the reduction of alcohol
consumption and has a drug development project for the treatment of
cannabis use disorders.
The shares of NFL Biosciences are listed on
Euronext Growth Paris (FR0014003XT0 – ALNFL). Find out more at
www.nflbiosciences.com
Contacts
Bruno Lafont – info@nflbiosciences.com - +33 4
11 93 76 67 Agence
Calyptus – nflbio@calyptus.net - +33 1 53 65 68 68
(1) It is reminded that the PrimaryBid Offer may only represent
a maximum of 20% of the amount of the Global Offer.
- 20230131_NFLBiosciences_CP_Succès-levée-de-fonds_EN_DEF
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