This transaction will accelerate the
development of the Company and its portfolio and extend its
financial horizon to the end of 2022, beyond major clinical
milestones expected in the next 18 months
Regulatory News:
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unlawful to do so.
Onxeo S.A. (Euronext Growth Paris: ALONX; Nasdaq First
North Growth Copenhague: ONXEO), a clinical-stage biotechnology
company specializing in the development of innovative drugs
targeting tumor DNA Damage Response (DDR), in particular against
rare or resistant cancers, today announced the result of its
capital increase through the issuance of new shares (the "New
Shares") with shareholders' preferential subscription rights
(PSR), whose subscription took place from March 19 to March 31,
2021 included in France and from March 19 to March 26, 2021
included in Denmark.
The gross amount of the capital increase, including the issue
premium, amounted to 9.7 million euros and resulted in the creation
of 13,677,125 New Shares, at a subscription price per share of 0.71
euro (5.287 DKK on the basis of an exchange rate of 7.447 DKK for 1
euro on March 9, 2021).
The proceeds from this issue of New Shares are intended to
finance primarily the expansion and acceleration of the clinical
development of AsiDNA™, in particular in combination with other
anti-cancer agents.
The Company also intends to: - continue the optimization and
preclinical development of new candidates selected on the platON™
platform, - optimize pharmaceutical development and compound
manufacturing operations, and - more generally, finance the
Company's operations.
Judith Greciet, CEO of Onxeo, said: "We would like to
thank all our investors, both historical and new, who have
contributed to the success of this fundraising. The renewed
confidence in our long-term strategy by our two core shareholders,
Financière de la Montagne and Invus, as well as by many other
shareholders, secures the ramp-up of our development and extends
our visibility until the end of 2022. With the funds raised, the
Company will accelerate the development of AsiDNA™ with other
clinical trials, notably in non-small cell lung cancer, with a
phase 2 study designed to be extended as a potential pivotal trial.
The clinical program should also include the United States as part
of the acceleration plan. Additionally, we will expand our
portfolio with other compounds from our platON™ platform."
The Board of Directors of Onxeo, in its meeting on April 12,
2021, recorded the amount of subscriptions and decided on the final
terms of the capital increase with preferential subscription rights
of shareholders decided on March 9, 2021.
RESULT OF THE RIGHT ISSUE
At the end of the subscription period, subscriptions totaled
13,677,125 shares, divided as follows:
- 6,111,797 New Shares were subscribed on an irreducible
basis;
- 7,565,328 Shares News were requested on a free basis.
As the Company has decided to exercise the extension clause
provided for in the 20th resolution of the General Meeting of June
19, 2020 for 4.8% of the initial offer, the new shares applied for
on a free basis were fully allocated.
Consequently, the gross amount of the capital increase,
including issue premium, amounts to 9,710,758.75 euros and results
in the issue of 13,677,125 new shares, at a unit subscription price
of 0.71 euros, corresponding to a subscription rate of
approximately 104.8%.
The Company's share capital following the capital increase will
amount to 22,998,733.75 euros, divided into 91,994,935 shares with
a par value of 0.25 euros each.
The settlement-delivery of the New Shares and their admission to
trading on Euronext Growth Paris and Nasdaq First North Growth
Copenhagen are scheduled for April 16 and April 19, 2021,
respectively.
The New Shares will carry dividend rights and will be traded on
the same quotation line as the existing shares (ISIN
FR0010095596).
Impact of the issue on the shareholding structure
The following table presents the distribution of capital, to the
Company's knowledge, before and after the completion of the capital
increase.
The commitments of the existing shareholders, Financière de la
Montagne and Invus Public Equities LP, were fully subscribed for a
total amount of 7 million euros, respectively 3 and 4 of which
approximately 2.1 million euros were on an irreducible basis and
4.9 million euros on a free basis. The subscriptions of other
investors thus amount to about 2.7 million euros.
Actionnaires
Number of shares before the
issue
% of capital and voting
rights(1) shares before the issue
Number of shares after the
issue
% of capital and voting
rights(1) shares after the issue
Financière de la Montagne
10,462,560
13.36%
14,708,767
15.99%
Invus Public Equities LP
8,397,270
10.72%
14,031,073
15.25%
Free float
59,457,980
75.92%
63,255,095
68.76%
Total
78,317,810
100.00%
91,994,935
100.00%
(1) Theoretical voting rights. All shares have the same voting
rights, with the exception of treasury shares held by the
Company.
DILUTION
For information purposes, the impact of the issue on the capital
ownership of a shareholder holding 1% of the Company's share
capital prior to the issue and who did not subscribe to the issue
(calculations based on a number of 78,317,810 shares making up the
Company's share capital at December 31, 2020) is as follows:
Shareholder's interest
(%)
(en euro par action)
Non-diluted basis
Diluted basis (1)
Before issue of New Shares
1.00
0.95
After issue of 13,677,125 New Shares
0.85
0.81
(1) Taking into account the 4,335,740 options and warrants
giving access to the share capital granted and outstanding as of
today.
INDICATIVE TIMETABLE OF THE OPERATION
April 16, 2021
Issuance of New Shares –
Settlement and Delivery.
April 19, 2021
Admission of the New Shares to
trading on Euronext Growth Paris and Nasdaq First North Growth
Copenhagen.
Contributors
- Invest Securities acted as
Lead Manager and Bookrunner of the transaction. - Invest Corporate Finance acted as Listing
Sponsor. - Nordea Denmark,
a subsidiary of Nordea Bank Abp, Finland, acted as underwriting
agent in Denmark.
AVAILABILITY OF THE PROSPECTUS
The Prospectus, having received the approval n°21-063 dated
March 9, 2021 from the Autorité des marchés financiers ("AMF"),
consists of (i) the Universal Registration Document of Onxeo filed
with the AMF on April 27, 2020 under number D.20-0362 (the
"Universal Registration Document"), (ii) the Amendment to
the Universal Registration Document, filed with the AMF on March 9,
2021 under number D.20-0362-A01, (iii) a Securities Note and (iv) a
summary of the Prospectus (included in the Securities note).
Copies of the Prospectus are available free of charge at the
registered office of Onxeo, 49, boulevard du Général Martial Valin
- 75015 Paris. The Prospectus may also be consulted on the websites
of the AMF (www.amf-france.org) and Onxeo (www.onxeo.com) and from
the Lead Manager and Bookrunner.
In connection with the opening of the public offering in
Denmark, an unofficial translation into English of all the
documents constituting the prospectus has also been prepared by the
Company. In the event of any discrepancy between the French
prospectus and the English translation, the French version will
prevail. These documents are also available free of charge at
Onxeo's registered office at 49, boulevard du Général Martial Valin
- 75015 Paris and on Onxeo's website (www.onxeo.com).
Risk Factors
Investors are invited to carefully consider the risk factors
detailed in section 3 of the Universal Registration Document,
section 2 of the Amendment to the Universal Registration Document
and section 2 of the Securities Note. The occurrence of all or part
of these risks may have an adverse effect on the Group's business,
financial position, results or ability to achieve its
objectives.
About Onxeo
Onxeo (Euronext Paris, NASDAQ Copenhagen: ONXEO) is a
clinical-stage biotechnology company developing innovative oncology
drugs targeting tumor DNA-binding functions through unique
mechanisms of action in the sought-after field of DNA Damage
Response (DDR). The Company is focused on bringing early-stage
first-in-class or disruptive compounds from translational research
to clinical proof-of-concept, a value-creating inflection point
appealing to potential partners.
platON™ is Onxeo’s proprietary chemistry platform of
oligonucleotides acting as decoy agonists, which generates new
innovative compounds and broaden the Company’s product
pipeline.
AsiDNA™, the first compound from platON™, is a
first-in-class, highly differentiated DNA Damage Response (DDR)
inhibitor based on a decoy and agonist mechanism acting upstream of
multiple DDR pathways. Translational research has highlighted the
distinctive properties of AsiDNA™, notably its ability to abrogate
tumor resistance to PARP inhibitors regardless of the genetic
mutation status. AsiDNA™ has also shown a strong synergy with other
tumor DNA-damaging agents such as chemotherapy and PARP inhibitors.
The DRIIV-1 (DNA Repair Inhibitor-administered IntraVenously) phase
I study has evaluated AsiDNA™ by systemic administration (IV) in
advanced solid tumors and confirmed the active doses as well as a
favorable human safety profile. The ongoing DRIIV-1b extension
study is evaluating the safety and efficacy of AsiDNA™ at a dose of
600 mg in combination with the reference chemotherapy, carboplatin
-/+ paclitaxel, in advanced metastatic tumors. Preliminary results
from both cohorts showed good tolerability, stabilization of the
disease and an increase in treatment duration compared to previous
treatments. The ongoing REVOCAN phase 1b/2 study evaluates the
effect of AsiDNA™ on the acquired resistance to PARP inhibitor
niraparib in relapsed ovarian cancer (sponsored by Gustave Roussy).
A phase 1b/2 study, AsiDNA™ Children, will be initiated in 2021 to
evaluate the association of AsiDNA™ with radiotherapy in children
with relapsed high-grade glioma (sponsored by Institut Curie).
OX401 is a new drug candidate from platON™, optimized to
be a next-generation PARP inhibitor acting on both the DNA Damage
Response and the activation of immune response, without inducing
resistance. OX401 is undergoing preclinical proof-of-concept
studies, alone and in combination with immunotherapies.
For further information, please visit www.onxeo.com.
Forward looking statements This communication expressly
or implicitly contains certain forward-looking statements
concerning Onxeo and its business. Such statements involve certain
known and unknown risks, uncertainties and other factors, which
could cause the actual results, financial condition, performance or
achievements of Onxeo to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Onxeo is providing this communication
as of this date and does not undertake to update any
forward-looking statements contained herein as a result of new
information, future events or otherwise. For a discussion of risks
and uncertainties which could cause actual results, financial
condition, performance or achievements of Onxeo to differ from
those contained in the forward-looking statements, please refer to
chapter 3 “Risk Factors” ("Facteurs de Risque") of the Company’s
universal registration document filed with the Autorité des marchés
financiers on April 27, 2020 under number D.20-0362 and to section
2 of the Amendment to the Universal Registration Document, filed
with the AMF on March 9, 2021 under number D.20-0362-A01, which are
available on the websites of the Autorité des marchés financiers
(www.amf-france.org) an the Company (www.onxeo.com).
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version on businesswire.com: https://www.businesswire.com/news/home/20210413005642/en/
Onxeo Valerie Leroy, Investor Relations
investors@onxeo.com +33 1 45 58 76 00
Media Relations Nicolas Merigeau NewCap onxeo@newcap.eu
+33 1 44 71 94 98
Investor Relations / Strategic Communication Dušan
Orešanský / Emmanuel Huynh NewCap onxeo@newcap.eu +33 1 44 71 94
92
Certified Adviser for Nasdaq First North Kapital Partner
www.kapitalpartner.dk info@kapitalpartner.dk +45 89 88 78 46