Cerenis Announces the Launch of a Capital Increase for the Benefit of Persons Belonging to Specific Categories 1

TOULOUSE, France & LAKELAND, Mich.--()--Regulatory News:

CERENIS Therapeutics (Paris:CEREN) (FR0012616852 – CEREN – PEA-PME eligible), an international biopharmaceutical company dedicated to the discovery and development of innovative therapies for treating cardiovascular and metabolic diseases, as well as new HDL-based vectors for targeted drug delivery in the field of oncology and immuno-oncology, announces the launch of a capital increase of €960,000 to strengthen the company's cash position in order to determine a new strategic plan.

Terms and conditions of the issue

The Board of Directors today decided to issue a maximum of 3,000,000 new shares at a price of 0,32 euros per share (a discount of 12.5% compared to the weighted average of the 10 trading days preceding today's decision of the Board of Directors).

This operation is part of a capital increase without preferential subscription rights for the benefit of people belonging to specific categories1, decided today by the Board of Directors, acting on the basis of the delegation granted by the General Meeting of June 25, 2018, under the terms of its 26th extraordinary resolution.

The maximum total amount of the capital increase is 960,000 euros (including a maximum nominal amount of 150,000 euros, plus an issue premium of a maximum amount of 810,000 euros).

The new shares will carry current dividend rights, will be assimilated to the old shares and will have the same rights. They will be subject to all the provisions of the Articles of Association and will be admitted to trading on Euronext on the same trading line as the existing shares.

Provisional calendar

The subscription period will begin on June 14th, and end on June 30th, 2019 at the latest, it is being specified that this period will be closed earlier in the event that all subscription forms are received before this date.

1 The categories of persons targeted in this issue are as follows:
(i) Natural or legal persons (including companies), investment companies, trusts, investment funds or other investment vehicles of any form, under French or foreign law, who regularly invest in the pharmaceutical, biotechnological, cardiovascular and metabolic disease treatment or medical technology sector; and/or
(ii) Companies, institutions or entities in any form, French or foreign, carrying on a significant part of their activity in these fields; and/or
(iii) French or foreign investment service providers with equivalent status who are likely to guarantee the completion of a capital increase intended to be placed with the persons referred to in (i) and (ii) above and, in this context, to subscribe to the securities issued; and/or
(iv) Directors (including officers), employees and members of any committee of the Company or one of its subsidiaries as well as any person (natural or legal) bound by a service or consulting contract with the Company or one of its subsidiaries.

Shareholding structure

The maximum number of shares that may be issued in that respect represents 15.83% of the number of shares outstanding (after issuance). By way of illustration, a shareholder who held a number of shares representing 1% of the share capital of Cerenis before the proposed issue would represent 0.86% of the share capital after the issue (in the event of full subscription of the capital increase).

Shareholders   Before Capital Increase*   % capital*   Post Capital Increase   % capital
BPI Participations (FR)   1,630,451   8.61   1,630,451   7.43
Sofinnova   1,535,605   8.10   1,535,605   7.00
TVM Life Science Ventures   1,213,439   6.40   1,213,439   5.53
Jean-Louis Dasseux   1,286,781   6.79   1,286,781   5.86
Cyrille Tupin   147,806   0.78   460,306   2.10
Domundi SC (represented by Mr. Emmanuel Huynh)   -   -   2,218,750   10.11
Luc Demarre   -   -   468,750   2.14
Free Float   13,132,934   69.32   13,132,934   59.83
TOTAL   18,947,016   100   21,946,816   100

On the basis of the information brought to the Company's attention, in particular for bearer shareholders via declarations of crossing thresholds (legal and statutory) and post-IPO lock-up commitments as at 31 December 2015 for investors.

These commitments were lifted following the press release announcing CARAT's negative results.

Fundraising aims

The aim of this fundraising is to strengthen the company's cash position in order to determine a new strategic plan.

Absence of a prospectus

In accordance with the provisions of Article 211-3 of the General Regulations of the Autorité des Marchés Financiers (AMF), the issue will not result in the submission of a prospectus to the AMF for approval.

Governance of the company

In the event of Mr. Emmanuel Huynh's subscription, a General Meeting will be convened as soon as possible to propose his candidacy as a member of the Board of Directors of CERENIS Therapeutics.

Risk factors

The risk factors are described in the 2018 Registration Document (chapter 4) filed with the AMF under number D.19-0432 on 29 April 2019 and available on the Company's website: www.cerenis.com and the AMF website: www.amf-france.org.

About CERENIS: www.cerenis.com

Founded in 2005, Cerenis Therapeutics is an international biopharmaceutical company dedicated to the discovery and development of innovative therapies. Cerenis’ expertise has translated into a rich portfolio of programs for the treatment of cardiovascular disease and associated metabolic diseases such as NAFLD and NASH as well as a HDL targeted drug delivery platform in oncology, more specifically in immuno-oncology and chemotherapy.

Financial calendar

Cash position and revenue for Q2 2019: July 25th, 2019

Contacts

NewCap
Investors relations
Louis-Victor Delouvrier
cerenis@newcap.eu
+33 (0)1 44 71 98 53

NewCap
Media relations
Nicolas Merigeau
cerenis@newcap.eu
+33 (0)1 44 71 94 98

Contacts

NewCap
Investors relations
Louis-Victor Delouvrier
cerenis@newcap.eu
+33 (0)1 44 71 98 53

NewCap
Media relations
Nicolas Merigeau
cerenis@newcap.eu
+33 (0)1 44 71 94 98