BAGNEUX, France--(BUSINESS WIRE)--Regulatory News:
Genomic Vision (Paris:GV) (FR0011799907 – GV), a company specialized in the development of in-vitro diagnostic (IVD) tests for the early detection of cancers and genetic diseases and applications for life sciences research (LSR), today announces the signing of the financing contract with Winance, in accordance with the approval of its shareholders at the Extraordinary General Meeting (EGM) of March 4, 2019.
The contract, signed with Winance on March 25, 2019, allows the implementation of a financing plan comprising four tranches of shares with equity warrants attached (ABSAs) for a total of 5 million euros (excluding additional financing resulting from the exercise of said warrants).
Objectives of the operation
This refinancing by Winance (the Investor) aims to ensure that the Company has additional financial room for maneuver in 2019 and beyond to finance its Working Capital Requirements within the framework of the implementation of the refocusing of its strategy on its three main development priorities:
- the ongoing development of in-vitro diagnostics activity, notably with the deployment of the HPV test;
- the quality control used in biomanufacturing and gene editing activities;
- the marketing of cancer product screening tools, with the DNA replication test.
Cristina Nine, founder and CEO of Winance, comments: “Genomic Vision has proven its ability to offer unique solutions that provide a response to major health issues, recognized by the North American in-vitro diagnostics leader, Quest Diagnostics, but also by a number of strategic partnerships with prominent research players. We are delighted to be supporting these developments through this strong commitment, and remain convinced that Genomic Vision’s management will deploy every effort to drive the Company’s commercial ramping up”.
Aaron Bensimon, co-founder and Chairman of Genomic Vision, concludes: “Given the recent setting up of a number of major partnerships, we are confident that we will see an upturn in our activity’s momentum in the coming months. The support shown by all our longstanding shareholders, both institutional and individual, regarding our refinancing project at the Extraordinary General Meeting of March 4, 2019, and the trust shown by Winance illustrate Genomic Vision’s substantial potential. This new €5 million investment will cover our Working Capital Requirements and enable us to calmly achieve our strategic objectives and pursue the various breakthroughs initiated in in-vitro diagnostics, quality control and the development of cancer product screening tools”.
Terms of the operation
In accordance with the provisions of article L. 225-138 of the French commercial code, and subject to compliance with the contractual conditions during the drawdown of each tranche, The Company’s Management Board would decide, in four tranches to be allocated as stated below, and at the times it deems appropriate, to proceed with one or more capital increases through the issue of the Company’s ordinary shares to which share subscription warrants (“Warrants”) are attached (together referred to as “ABSAs” or shares with share subscription warrants attached), which may be paid-up in cash, including through the offset of loans in a nominal amount not exceeding €5 million, with shareholders’ preferential subscription rights being waived in favor of Winance (the “Investor”).
The Company may implement this financing since a waiver has been granted by AMF to Winance of the requirement to table a mandatory public offering should its financial holding rise above 30%.
Once the financing contract is signed, the Company may request the setting up of a 1.5 million euro bridging loan with a monthly interest rate of 1.25% until March 31, 2019 and a higher monthly rate of 1.25% + €7,500 fee from April 1, 2019. This loan will be repaid with the first tranche of the reserved share issue of 1.5 million euros through the offsetting of loans once the AMF grants a visa for the prospectus.
The main characteristics of each financial instrument, as well as the Company’s and Investor’s obligations, are detailed in an appendix to this press release.
This issue will give rise to the filing of a prospectus requiring a visa from the AMF, as a consequence of exceeding the 20% threshold of shares issuances over a 12 -month period.
ABOUT GENOMIC VISION
GENOMIC VISION is a company specialized in the development of diagnostic solutions for the early detection of cancers and serious genetic diseases and tools for life sciences research. Through the DNA Molecular Combing, a strong proprietary technology allowing to identify genetic abnormalities, GENOMIC VISION stimulates the R&D productivity of the pharmaceutical companies, the leaders of the diagnostic industry and the research labs. The Company develops a robust portfolio of diagnostic tests (breast, ovarian and colorectal cancers, myopathies) and analysis tools (DNA replication, biomarkers discovery, gene editing quality control). Based near Paris, in Bagneux, the Company has approximately 50 employees. GENOMIC VISION is a public listed company listed in compartment C of Euronext’s regulated market in Paris (Euronext: GV - ISIN: FR0011799907). For further information, please visit www.genomicvision.com
Winance is a global equity investor in SMEs that have a unique competitive advantage and a capacity to deliver short and long-term growth, in order to enable these companies to finance themselves competitively for growth and/or working capital needs.
Membre des indices CAC® Mid & Small et CAC® All-Tradable
FORWARD LOOKING STATEMENT
This press release contains implicitly or explicitly certain forward-looking statements concerning Genomic Vision and its business. Such forward-looking statements are based on assumptions that Genomic Vision considers to be reasonable. However, there can be no assurance that such forward-looking statements will be verified, which statements are subject to numerous risks, including the risks set forth in the “Risk Factors” section of the reference document dated March 28, 2017, available on the web site of Genomic Vision (www.genomicvision.com) and to the development of economic conditions, financial markets and the markets in which Genomic Vision operates. The forward-looking statements contained in this press release are also subject to risks not yet known to Genomic Vision or not currently considered material by Genomic Vision. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of Genomic Vision to be materially different from such forward-looking statements.
This press release and the information contained herein do not constitute and should not be construed as an offer or an invitation to sell or subscribe, or the solicitation of any order or invitation to purchase or subscribe for Genomic Vision shares in any country. The distribution of this press release in certain countries may be a breach of applicable laws. The persons in possession of this press release must inquire about any local restrictions and comply with these restrictions.