CERENIS Therapeutics (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 completion 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 Company issued today 3,000,000 new shares at a price of 0,32 euro 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 on June 13, 2019).
This issuance is part of a capital increase without preferential subscription rights for the benefit of people belonging to specific categories1, decided yesterday by the Board of Directors, on the basis of the delegation granted by the General Meeting of June 25, 2018, under the terms of its 26th extraordinary resolution.
The total amount of the capital increase is 960,000 euros (including a nominal amount of 150,000 euros, plus an issue premium of 810,000 euros).
The new shares carry current dividend rights, are assimilated to the old shares and will have the same rights. They are 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.
Following this capital increase, the number of shares comprising the Company's share capital amounts to 21,947,016, representing the same number of theoretical voting rights.
As the capital increase was today fully subscribed and the subscriptions fully paid up, the Chairman and Chief Executive Officer took note of the early closing of the subscription period and the final completion of the capital increase.
The new shares will be admitted to trading on EURONEXT PARIS as from 18 June.
The number of shares 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 issue represent 0.86% of the share capital after the issue.
|BPI Participations (FR)||1,630,451||8.61||1,630,451||7.43|
|TVM Life Science Ventures||1,213,439||6.40||1,213,439||5.53|
|Domundi SC (represented by Mr. Emmanuel Huynh)||2,218,750||10.11|
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.
The aim of this fundraising is to strengthen the company's cash position in order to determine a new strategic plan.
Governance of the company
Given Mr. Emmanuel Huynh's subscription, a General Meeting will be convened as soon as possible to propose the candidacy of Mr. Emmanuel Huynh as a member of the Board of Directors of CERENIS Therapeutics Holding.
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 did not result in the submission of a prospectus to the AMF for approval.
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.
Cash position and revenue for Q2 2019: July 25th, 2019
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.
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