PARIS & CAMBRIDGE, Mass.--(BUSINESS WIRE)--Regulatory News:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
NANOBIOTIX (the “Company”) (Euronext: NANO – ISIN: FR0011341205) (Paris:NANO), a late clinical-stage nanomedicine company pioneering novel approaches for the local treatment of cancer, announces today the successful completion of a private placement of a total amount of approximately EUR 21.3 million.
Terms of the private placement
A total of 1,416,577 new ordinary shares, par value EUR 0.03 each, have been issued to qualified and institutional investors in the United States and Europe pursuant to resolution 9 of the extraordinary general meeting of the shareholders of the Company held on June 25, 2015. The new ordinary shares have been issued primarily with life sciences specialist investors, the majority of which from the United States. The new shares represent approximately 10% of the outstanding Company shares prior to the private placement.
The private placement was conducted by way of an accelerated book building in accordance with article L. 411-2 II.2 of the French Monetary and Financial Code (code monétaire et financier).
The issue price of the new shares has been set at EUR 15.051 per share, representing a 15% discount to the weighted average stock price over the last five trading days immediately preceding today (March 4, 2016 -March 10, 2016 inclusive), which was EUR 17.7067, pursuant to resolution 11 of the extraordinary general meeting of the shareholders of the Company held on June 25, 2015.
Use of proceeds
The net proceeds from the transaction will be used primarily for the development of its lead product NBTXR3: i) support clinical development and data generation in ongoing clinical trials, ii) prepare market access and launch, iii) development of a preclinical program in combination therapy with immuno-oncology drugs, and iv) general corporate purposes.
Listing of the new shares
The Company's new shares are expected to be admitted to trading on the regulated market of Euronext in Paris on March 15, 2016. They will be listed under the same code as the existing shares (ISIN FR0011341205) and will carry dividend rights as from their issue date and be immediately fungible in all respects with the Company’s existing shares.
The private placement is not subject to a prospectus to be approved by the French financial markets authority (Autorité des marchés financiers – the “AMF”).
Standstill provision and outstanding warrants
In relation to the private placement, the Company has agreed with the Sole Bookrunner to a market customary 180-day standstill period from the settlement and delivery date on future share issuances subject to waiver by the Sole Bookrunner and to customary exceptions, including the exercise of current outstanding warrants as announced on November 25, 2014. As part of the agreement with the warrant holder, following today’s private placement the exercise price of the outstanding warrants has been adjusted to the floor price of EUR 17.87. In addition, the Company will not exercise its call, exercisable until March 31, 2016, for a potential additional tranche of up to EUR 10 million provided in connection with the private placement announced on November 25, 2014.
Information available to the public
Additional information about the Company, including its business, financial information, perspective and risk factors on its business and activities can be found in the document de référence registered by the AMF on January 12, 2016 under the number R. 16-001, which is available free of charge at the headquarters of the Company, 60 rue de Wattignies, 75012 Paris, France, and on the Company’s website (www.nanobiotix.com) and the AMF website (www.amf-france.org).
Kempen & Co acted as Sole Bookrunner in the private placement.
About NANOBIOTIX: www.nanobiotix.com
Nanobiotix (Euronext: NANO / ISIN: FR0011341205) is a late clinical-stage nanomedicine company pioneering novel approaches for the local treatment of cancer. The Company’s first-in-class, proprietary technology, NanoXray, enhances radiotherapy energy with a view to provide a new, more efficient treatment for cancer patients.
NanoXray products are compatible with current radiotherapy treatments and are meant to treat potentially a wide variety of solid tumors including soft tissue sarcoma, head and neck cancers, liver cancers, prostate cancer, breast cancer, glioblastoma, etc., via multiple routes of administration.
Nanobiotix’s lead product NBTXR3, based on NanoXray, is currently under clinical development for soft tissue sarcoma, head and neck Cancer, prostate cancer, rectal cancer (PharmaEngine) and liver cancers (HCC and liver metastases). The Company has partnered with PharmaEngine for clinical development and commercialization of NBTXR3 in Asia.
Nanobiotix is listed on the regulated market of Euronext in Paris (ISIN: FR0011341205, Euronext ticker: NANO, Bloomberg: NANO: FP). The Company Headquarter is based in Paris, France. Affiliate in Cambridge, United States.
The offering does not constitute a public offering in France, as defined in Article L. 411-1 of the “Code monétaire et financier” and no prospectus reviewed or approved by the Autorité des marchés financiers will be published.
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended, in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area) (the “Prospectus Directive”), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release which would require the publication of a prospectus in any Member State.
This press release and the information it contains is not an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of Nanobiotix in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Nanobiotix does not intend to register securities or conduct a public offering in the United States, or in any other jurisdiction.
This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
This press release contains certain forward-looking statements concerning Nanobiotix and its business, including the Company’s strategy and plans for the Company’s products. Such forward-looking statements are, by their nature, subject to a number of important risks and uncertainties, and actual results, financial conditions, performance or achievements of Nanobiotix may be materially different from the plans, objectives and expectations expressed or implied in such forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and Nanobiotix undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by law.