Regulatory News:
NOXXON Pharma N.V. (Euronext Growth Paris: ALNOX),
a biotechnology company focused on improving cancer treatments by
targeting the tumor microenvironment (TME), announced today the
amendment of its flexible convertible bond agreement with Atlas
Special Opportunities, LLC (ASO), which was disclosed on April 23,
2020, in order to expand its capacity and improve the conversion
conditions.
Ten additional tranches of € 475,000 nominal value each have
been added to the convertible bond facility which brings the total
nominal capacity to € 18.95 million, of which € 16.23 million
remain unissued by NOXXON. The conversion price for conversion of
outstanding convertible bonds to shares shall now be the 5-day
volume weighted average price (“VWAP”) of the company’s shares
directly preceding the date of conversion. The issuance of the
convertible bonds remains at NOXXON’s entire discretion.
“These changes provide additional capacity for financing on an
as-needed basis and improve the conditions of conversion. We are
pleased to have such support and commitment from Atlas as this
vehicle continues to provide a significant level of financial
security for NOXXON’s business plans into 2022,” said Aram
Mangasarian, CEO of NOXXON. “We have been working with external
experts on development plans for our ongoing clinical trials in
both pancreatic and brain cancer and look forward to communicating
them to our shareholders.”
NOXXON will draw-down two additional € 475,000 tranches of
convertible bonds following the closure of the amended
agreement.
The amended characteristics, terms, conditions and dilutive
potential of the financing may be found in the Annex to this
press release. Further information on the transaction may be found
in the April 23, 2020 press release announcing the agreement.
About NOXXON
NOXXON’s oncology-focused pipeline acts on the tumor
microenvironment (TME) and the cancer immunity cycle by breaking
the tumor protection barrier and blocking tumor repair. By
neutralizing chemokines in the tumor microenvironment, NOXXON’s
approach works in combination with other forms of treatment to
weaken tumor defenses against the immune system and enable greater
therapeutic impact. Building on extensive clinical experience and
safety data, the lead program NOX-A12 has delivered top-line data
from a Keytruda® combination trial in metastatic colorectal and
pancreatic cancer patients and further studies are being planned in
these indications. In September 2019 the company initiated an
additional trial with NOX-A12 in brain cancer in combination with
radiotherapy. The combination of NOX-A12 and radiotherapy has been
granted orphan drug status in the US and EU for the treatment of
certain brain cancers. The company’s second clinical-stage asset
NOX-E36 is a Phase 2 TME asset targeting the innate immune system.
NOXXON plans to test NOX‑E36 in patients with solid tumors both as
a monotherapy and in combination. Further information can be found
at: www.noxxon.com
Keytruda® is a registered trademark of Merck Sharp & Dohme
Corp
https://www.linkedin.com/company/noxxon-pharma-ag
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Disclaimer
Certain statements in this communication contain formulations or
terms referring to the future or future developments, as well as
negations of such formulations or terms, or similar terminology.
These are described as forward-looking statements. In addition, all
information in this communication regarding planned or future
results of business segments, financial indicators, developments of
the financial situation or other financial or statistical data
contains such forward-looking statements. The company cautions
prospective investors not to rely on such forward-looking
statements as certain prognoses of actual future events and
developments. The company is neither responsible nor liable for
updating such information, which only represents the state of
affairs on the day of publication.
ANNEX: Main Characteristics, terms and
conditions of the financing through the issuance of convertible
bonds as amended
Terms and conditions of the transaction
The agreement between the company and ASO procures financing for
the company of up to € 18,950,000 (less an issuance discount of 7%)
by way of the issuance to ASO of Convertible Bonds (“CBs”)
each with a nominal value of € 1,000. This financing instrument
allows the company over the 24 months from April 22, 2020 to draw
down up to 35 tranches, thereof a first tranche in an amount of €
1,300,000 (the “First Tranche”), followed by 30 middle
tranches for a total amount of € 14,250,000 (the “Middle
Tranches”) and drug manufacturing tranches for a total amount
of € 3,400,000 (the “Drug Manufacturing Tranches”) (each
such amounts being subject to said discount of 7%), by issuing up
to 18,950 CBs, convertible into ordinary shares and/or repaid in
cash if the company so chooses.
The tranches can be drawn subject to certain terms and
conditions being met, which include the expiration of a cool down
period of 30 days for the Middle Tranches and certain milestones
being achieved in the brain cancer clinical trial for the Drug
Manufacturing Tranches as well as the lapse of 45 days for the
tranches 2-4 of the Drug Manufacturing Tranches.
The company is required to pay a transaction fee in an amount of
2% of the cash actually received under each tranche. The company
may however elect to pay the transaction fee by way of issuing
further convertible bonds.
Upon the request by the holder of the CBs to convert, the
company may elect to issue shares, cash or a combination of shares
and cash.
The company has the option to redeem the CBs prior to their
maturity date at 105% of the nominal value of the outstanding CBs
so to be redeemed. If a material change of ownership (being the
acquisition of ownership of, or voting control or direction over,
more than 50% of the issued and outstanding shares of the company)
occurs, or a certain material adverse effect or event of default
occurs, ASO has the right to request redemption of all outstanding
CBs.
Main characteristics of the bonds
The CBs are unsecured and rank pari passu with all other present
or future unsubordinated and unsecured obligations (with the
exception of those benefiting from a preference in accordance with
the law) of the company. The CBs bear no interest and have a
maturity date of 24 months from their issuance. The company may
elect to redeem outstanding CBs in cash against payment of a 5%
premium in addition to the nominal value of the CBs to be redeemed.
Each CB gives its holder a conversion right (“Conversion”)
to receive, at the company’s discretion, ordinary shares, cash or a
combination of ordinary shares and cash.
If upon Conversion the company chooses to remit in ordinary
shares (“Conversion Shares”), the number of these shall be
determined by dividing the nominal amount of the CBs so to be
converted by the Conversion Price (as defined below).
The conversion price (the “Conversion Price”) shall be
the volume weighted average price (“VWAP”) of the company’s
share over the period of five consecutive trading days immediately
prior to the receipt of the conversion notice (“Pricing
Period”) during which the holder of the CBs may not sell more
than 10% of daily trading volume on each day of the Pricing
Period.
On the maturity date, each outstanding CB will be mandatorily
converted applying the same calculations as above.
The CBs will be freely transferable and will not be admitted to
trading on Euronext Growth Paris and therefore will not be
listed.
Impact of the new shares resulting from this
transaction
(assuming that Conversion Price will always be equivalent to the
October 13, 2020 5-day volume weighted average price € 0.509)
Table: Dilutive Potential of Convertible Bonds
Description
Price per share paid
No. of bonds converted
Shares received
Nominal value converted to
shares*
Dilution
Shareholder starting with 1%
would then hold**
First Tranche
€ 0.509
1,300
2,554,027
€ 1,300,000
5.88%
0.94%
Each Middle Tranche (not
cumulative with First Tranche for this calculation, there are 30
subsequent Middle Tranches)
€ 0.509
475
933,202
€ 475,000
2.23%
0.98%
All Drug Manufacturing
Tranches
€ 0.509
3,400
6,679,764
€ 3,400,000
14.04%
0.86%
Full Vehicle
€ 0.509
18,950
37,229,862
€ 18,950,000
47.65%
0.52%
*rounded up for simplicity of presentation
for amounts not used due to fractional shares
** the percentages shown each take into
consideration only the dilutive effect of the transaction(s)
specified in the Description column of the same row; these
percentages are not cumulative with above rows.
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version on businesswire.com: https://www.businesswire.com/news/home/20201014005808/en/
NOXXON Pharma N.V. Aram Mangasarian, Ph.D., Chief
Executive Officer Tel. +49 (0) 30 726247 0
amangasarian@noxxon.com
Trophic Communications Gretchen Schweitzer or Valeria
Fisher Tel. +49 (0) 172 861 8540 or +49 (0) 175 804 1816
noxxon@trophic.eu
NewCap Arthur Rouillé Tel. +33 (0) 1 44 71 00 15
arouille@newcap.fr