AB Science announces funding for an $8.5 million project
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FUNDING OF 8.5000000 DOLLARS BY ISSUING CONVERTIBLE BONDS WITH SUBSCRIPTION WARRANTS (WITH A CONVERSION PRICE FROM 14 EUR.0)
Paris, France – February 2820228am
AB Science SA (the “Company” Where “AB Science», Euronext – FR0010557264 – AB) announces today that it has reached an agreement with a historical investor on a financing of 8.5 million dollars by issuing bonds convertible into new ordinary shares (the “OCA” “Mandatesand, with the OCA, theOCABSA”).
50,000 OCABSA will be issued, representing a nominal value of 8.5 million dollars. It will strengthen AB Science’s cash flow for the development of its clinical research program.
Delivery of the OCABSA settlement will take place no later than March 7, 2022. On February 27, 2022, AB Science’s Board of Directors authorized this issue on the basis of the 20and resolution of the general meeting of June 20, 2021. The OCABSA will be issued by way of private placement (within the meaning of article L. 411-2 of the Monetary and Financial Code) without preferential subscription rights for existing shareholders.
The issue of OCABSAs, the conversion of OCAs into ordinary shares of AB Science and the exercise of BSAs, where applicable, will not be the subject of any prospectus to be filed with the Authority from markets financial.
Main terms and OCA terms
50,000 OCAs will be issued at their nominal value of USD 170.0 each (the “PV”), representing a total face value of $8.5 million.
The OCA will not be listed on Euronext Paris.
The OCAs will be freely negotiable. They will mature within three years from their date of issue (the “Due date”) and they will bear interest based on the Bloomberg Short Term Bank Yield (1M BSBY) + 350 basis points per annum, payable monthly.
Each OCA will be convertible at any time, at the sole option of its holder, into a number of ordinary shares equal to the result of the following formula: “PV/14” (the “ConvertsIon base”). Each OCA will be convertible, at the option of AB Science (for 10 trading days), on the same Conversion Basis, (i) if the closing price of AB Science, during a trading session, is higher than EUR 18.0, and (ii) the average daily trading volume (for a minimum of 10 consecutive trading days prior to conversion) exceeds EUR 1.0 million.
The OCAs which will not be converted before the Maturity Date will be bought back by AB Science at their nominal value.
In any case, the number of ordinary shares that can be issued following the conversion of the OCA will be capped so that AB Science does not cross the 20% threshold of article 1st§5 a) and b) of the Regulations EU 2017/1129. The OCAs which will not be converted in application of this ceiling will be reimbursed in cash.
Main terms of the Warrants
A Warrant will be attached to each OCA. It will be detached from the OCABSA immediately after the issue.
The BSAs will not be listed on Euronext Paris.
The BSAs will be freely negotiable and may be exercised from their issue until December 31, 2030 (the “exercise period”). Warrants not exercised at the end of the Exercise Period will be null and void.
Each Warrant will entitle its holder, during the Exercise Period, to subscribe to one ordinary share of AB Science. The subscription price for one ordinary share upon exercise of one BSA will be equal to 12.65 euros.
Common shares issued following the conversion of OCABSA or exercise of Warrants
The ordinary shares to be issued upon conversion of the OCAs or following the exercise of the BSAs will be assimilated in all respects to the existing ordinary shares of AB Science. They will be admitted to trading on the regulated market of Euronext Paris under the existing ISIN code for AB Science ordinary shares (ISIN code FR0010557264).
Impacts of the issue in terms of cash management
AB Science expects that, based on its gross cash as of December 31, 2021, its financial option with the EBI and the amount of the research tax credit to be collected, the issue of OCAs and the potential exercise of BSA will allow AB Science to finance its activities for at least the next 12 months.
Structure of AB Science’s shareholding after issuance of OCABSAs, conversion of OCAs and exercise of BSAs (based on the theuro/dollar conversion rate on February 252022, that is to say 1/1.1272)
Following the issue of the OCABSA, the share capital of AB Science will be 537,078.85 euros (with 47,399,948 ordinary shares) and 537,578.85 euros (with 47,449,948 ordinary shares) in the event of the exercise of all the BSAs, representing 101.01% of the current total share capital of AB Science (or 101.11% in the event of exercise of all the BSAs).
As an indication, a shareholder holding 1% of the share capital of AB Science before the conversion of the OCAs and who did not participate therein will hold 0.9900% of the shares of AB Science after the conversion of the OCAs and 0.9891% if all the BSAs are exercised.
|Shareholder||Before the issuance of the OCABSA||After OCA conversion||After exercise of the BSA|
|Ordinary actions||%||Ordinary actions||%||Ordinary actions||%|
|Concert (excluding A. Moussy and AMY SAS)||5,257,931||11.22%||5,257,931||11.09%||5,257,931||11.08%|
In France, the offer of AB Science securities described above will only take place within the framework of a private placement, in accordance with article L. 411-2 of the Monetary and Financial Code and the applicable regulations. The offer does not constitute an offer to the public in France within the meaning of article L. 411-1 of the Monetary and Financial Code.
With regard to the Member States of the European Economic Area which have transposed Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended in particular by Directive 2010/73/EU, to the extent where this directive has been transposed in each of the Member States of the European Economic Area), no measure has been taken and will not be taken to allow an offer to the public of the securities covered by this press release requiring the publication of a prospectus in one of the Member States.
This press release and the information it contains do not constitute and will not constitute a public offer to subscribe or to sell, nor the solicitation of an offer to subscribe or to buy securities of AB Science in the United States. or in 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 and applicable state securities laws. AB Science does not intend to register securities or make a public offering in the United States.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Anyone into whose possession this press release comes should inform themselves of and observe any such restrictions.
About AB Science
Founded in 2001, AB Science is a pharmaceutical company specializing in the research, development and commercialization of protein kinase inhibitors (PKIs), a class of targeted proteins whose action is essential in signaling pathways within cells. . Our programs only target diseases with high unmet medical need, often fatal with short-term survival or rare or refractory to previous line of treatment.
AB Science has developed a proprietary portfolio of molecules and the Company’s lead compound, masitinib, is already registered in veterinary medicine and is being developed in human medicine in oncology, neurological diseases and inflammatory diseases. The company is headquartered in Paris, France, and is listed on Euronext Paris (ticker: AB).
Further information is available on the AB Science website: www.ab-science.com.
Forward-Looking Statements – AB Science
This press release contains forward-looking statements. These statements are not historical facts. These statements include projections and estimates and the assumptions on which they are based, statements based on plans, objectives, intentions and expectations regarding financial results, events, operations, future services, the development of products and their potential or future performance. These forward-looking statements can often be identified by the words “expect“, “to anticipate“, “believe“, “intend“, “estimate” Where “plan” and other similar terms. Although AB Science believes these forward-looking statements to be reasonable, investors are cautioned that such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict and generally beyond AB’s control. science and what may cause actual results and events to differ materially from those expressed, implied or anticipated in the forward-looking information and statements. marketing authorizations granted by the competent authorities or, more generally, any factors that may affect the ability to market the products developed by AB Science, as well as those developed or identified in the public documents filed by AB Science, including those listed in the annual financial report and the chapter 4″Risk factorsof the AB Science reference document filed with the AMF on November 22, 2016 under number R. 16-078. AB Science declines any obligation or commitment to update forward-looking information and statements, subject to applicable regulations, in particular articles 223-1 and following. of the general regulations of the AMF.
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AB Science CP February 28, 2022 VENG VF