Correction - Biophytis launches a Public Offering of Share Subscription
Warrants (BSA) with an Irreducible Priority
Subscription Period for Existing Shareholders
Paris (France), Cambridge (Etats-Unis), April 21 , 2020, 8:00 a.m. CEST -
BIOPHYTIS (Euronext Growth Paris: ALBPS), today issued a correction of the
press release issued on April 7, 2020, in order to consolidate important
information relating to the offer to the public of Share Subscription Warrants
(BSA) with an irreducible priority period for shareholders. This information
was included until today in the Synthetic Information Document (DIS) posted on
the Biophytis website on April 7, 2020. However, under this transaction, the
Company was not subject to the publication of a DIS.
Below is the corrected press release:
Paris, (France), Cambridge (Massachusetts, United States), Biophytis SA
(Euronext Growth Paris: ALBPS a clinical-stage biotechnology company
specialized in the development of drug candidates for treatment of aged related
diseases, especially neuromuscular diseases, announced on April 7, 2020 the
launch of a public offering of 7,445,123 Share Subscription Warrants (BSA),
which could be increased to 7,475,708 BSA, by way of a public offering with an
irreducible priority subscription period for existing shareholders, as well as
an extension clause.
The subscription price will be EUR0.06 per BSA for a total amount of
EUR446,707.38 and EUR448,542.48 if the extension clause is exercised.
The proposed issuance of the 7,445,123 BSA, to be subscribed in cash, will be
carried out with shareholders' preferential subscription rights removed. The
Offer will include (i) a priority period for shareholders on an irreducible
basis only, with 3 BSA for every 16 shares held as of April 8, 2020 (operation
settled at this date) (rounded to the higher unit if the number of shares is
not a multiple of 16) and (ii) an extension clause to increase the issue to
Shareholders registered as of April 8, 2020 (operation settled at this date)
will benefit from a non- negotiable and non-transferable subscription priority
period, from April 9, 2020 to April 21, 2020 included at 12:00 p.m. (Paris
time). As a result, all shares purchased on 7th and 8th April 2020 will not
benefit from the priority period.
As part of the priority period, the Company's shareholders will be able to
subscribe on an irreducible basis to the extent of their shares in the
Company's capital pursuant to the terms set out above. There are no plans to
allow subscriptions on a reducible basis during the priority period.
Unsubscribed BSAs will then be offered first to the Company's employees and
executive officers within the limits of their requests. The Priority Period
relates to the initial issuance amount, excluding the extension clause.
The BSAs that remain unsubscribed following the above mentioned priorities
including the Company's shareholders, employees and executive officers, will be
part of a public offering (including the Company's shareholders in case of
additional requests) open in France from April 9, 2020 to April 21, 2020 up
until 12pm (Paris time).
The extension clause will allow the subscription of a maximum of 30,585
additional BSA at the offer price.
The BSA can be exercised for a period of 5 years from the date of
settlement-delivery, at an exercise price of EUR0.27 per new share. Each BSA
will give its holder the right to subscribe to one (1) new Biophytis share.
The new shares resulting from exercise of the BSA will be ordinary shares
equivalent to the Company's existing shares. They will become immediately
effective and grant the holders, upon delivery, all the rights attached to the
existing shares, and will be subject to periodic requests for trading admission
on Euronext Growth, under the same listing as the existing shares.
Agenda for the Offering
The settlement of the BSA issue is scheduled for April 30, 2020. Newly issued
BSAs will bear rights from that date.
BSA admission to Euronext Growth trading will take place on May 5, 2020.
BSA will trade on Euronext Growth under the code ISIN FR0013507290.
Rationale for the issuance - Use of proceeds
The main objective of the transaction is to allow existing shareholders to
participate in the new COVA program and the future development of the company,
and eventually to consolidate its equity.
The net proceeds from the issuance of BSA and the resulting capital increase
will be used by the Company to strengthen its financial resources, contributing
particularly to funding (i) the finalization of the Phase 2b study for
Sarconeos (BIO101) in Sarcopenia, which aims to obtain proof of concept
clinical data, regarding the product's efficacy, safety and tolerance in
severely affected patients, (ii) the launch of the MYODA clinical study in
Duchenne myopathy and (iii) the implementation of the new COVA clinical
development program. The proceeds will complement the financing tools already
in place and will allow the Company to fund its operations beyond the next 12
[In the event of restriction or failure to carry out the offer, the Company
will have to seek new sources of financing in order to pursue the objectives
Risks linked to BSAs
Risk of total or partial loss of the amount invested: If the company's market
price falls, the BSAs could lose their value.
Risk of inability to exercise: The Company's share price could fluctuate and
remain below the subscription price of new shares issued upon exercise of
Illiquidity risk: The BSA2020 market may only offer limited liquidity and be
subject to high volatility.
Risks related to the Company's activity
Investors are encouraged to review the detailed description of the risks the
Company faces or may be facing in the latest reference document published on
the Company's website.
The issuance of BSA results in a potential capital increase and therefore a
potential dilution for shareholders, which can be assessed as follows:
- In the case of issuance and exercise of 7,445,123 BSA, a shareholder holding
1% of the capital prior to the transaction will be diluted to 0.8421%. This
dilution can reach 0.7598% if all existing capital-access instruments (BSA,
BSPCE, as detailed in the table below) are exercised;
- After fully exercising the extension clause, in the event of an issue and
exercise of BSA 7,475,708, a shareholder holding 1% of the capital prior to the
transaction will be diluted to 0.8415%. This dilution can reach 0.7594% if all
existing capital-access instruments (BSA, BSPCE, as detailed in the table
below) are exercised.
The Company's share capital is fully paid up. The Company's share capital is
equal to EUR7,941,465 and consists of 39,707,325 common shares with a face
value of EUR0.20. At the end of the offer, the Company's share capital will
remain composed of a single class of common shares conferring identical
The following table summarizes the distribution of capital and voting rights
before and after the offer is completed (assuming that all of the warrants
offered will be subscribed).
Before the offer - As of April 6, 2020
Shareholders Number of Number of shares % of capital and
shares shares/BSAbracknor/ voting rights
BSA2017/ BSPCE2017/ (diluted)
BSANEGMA et BSPCE2020
Number of shares/ BSAbracknor/BSA2017/
BSPCE2017/ BSA2018-KREOS / BSANEGMA
BSPCE2020 et de BSA2020
% of capital and
In the event of 100% subscription by the
public of all BSA2020 (including the
45 554 847 87.17%
2 814 821 5.39%
65 979 0.13%
504 075 0.96%
471 054 0.90%
692 458 1.33%
431 184 0.83%
442 477 0.85%
1 280 380 2.45%
(1) Founder who is no longer or is not an Executive Director of the Company
(2) Nadine Coulm, Dimitri Batsis, Jean Mariani and Jean Franchi
(1) Following the launch date of the Offer, on April 17, 2020, Negma notified
the exercise of 694,444 BSANEGMA entitling 694,444 shares at a unit price of
EUR0.27, for a total subscription amount of EUR187,499.88.
Biophytis SA is a clinical-stage biotechnology company specialized in the
development of drug candidates to slow down degenerative processes and improve
functional abilities in patients with age- related diseases, especially
Sarconeos (BIO101), our leading drug candidate, is a small molecule,
administered orally, currently in clinical Phase 2b in sarcopenia (SARA-INT) in
the United States and Europe. A pediatric formulation of BIO101 is being
developed for the treatment of Duchenne Muscular Dystrophy (DMD). The company
plans to start the clinical development in H2 2020.
Sarconeos (BIO101) will also be developed as a treatment for Covid-19
(Coronavirus) for which the company has filed a clinical trial application with
the French Regulatory Authority (ANSM).
The company is based in Paris, France, and Cambridge, Massachusetts. The
company's common shares are listed on the Euronext Growth Paris market (Ticker:
ALBPS -ISIN: FR0012816825). For more information www.biophytis.com.
This press release contains forward-looking statements. While the Company
considers its projections to be based on reasonable assumptions, these
forward-looking statements may be called into question by a number of hazards
and uncertainties, so that actual results may differ materially from those
anticipated in such forward-looking statements. For a description of the risks
and uncertainties likely to affect the results, BIOPHYTIS' financial position,
performance or achievements and thus cause a change from the forward-looking
statements, please refer to the "Risk Factors" section of the Company's 2018
Annual Report available on BIOPHYTIS website ( www.biophytis.com).
This press release, and the information contained in it, does not constitute an
offer to sell or subscribe, nor the solicitation of a purchase or subscription
order, of BIOPHYTIS shares in any country. The elements contained in this
communication may contain forward-looking information involving risks and
uncertainties. The Company's actual achievements may differ materially from
those anticipated in this information due to different risk and uncertainty
factors. This press release was written in French and English; If there is a
difference between the texts, the French version will prevail.
Biophytis Contact for Investor Relations
Evelyne Nguyen, CFO