Acticor Biotech Launches a Capital Increase of a Minimum of 7 Million Euros

PARIS–(BUSINESS WIRE)–Regulatory News:

ACTICOR BIOTECH (FR0014005OJ5 – ALACT – the “Company“), a clinical-stage biotechnology company focused on the development of innovative drugs for the treatment of cardiovascular emergencies, in particular stroke, announces today the launch of a fundraising of a minimum of 7 million euros via the issuance of new ordinary shares to institutional and individual investors (via the PrimaryBid platform) (the “Offering“).

ACTICOR BIOTECH will use the proceeds of this capital increase to pursue its development plan in the emergency treatment of stroke. The Company mainly plans to use the funds raised to:

• Finalization of phase 2/3 of the ACTISAVE study, with a view to publication of results;
• Validation of the overall registration plan with the regulatory authorities (FDA and EMA); and
• Preparation of the additional studies required to register glenzocimab in Europe and the United States.

On the basis of planned expenditure, the net cash balance and net financial debt at December 31, 2023, which amount respectively to €3.9 million and €3.3 million (unaudited), and the funds raised, the Company estimates that it will be able to finance its operations until the end of Q3 2024. Beyond that, the Company’s financing needs to meet its obligations over the next 12 months are estimated by the Company at around 6 additional million euros.

Gilles AVENARD, Chief Executive Officer of Acticor Biotech said: “The completion of our enrolment in the ACTISAVE study and the publication of its results, expected in the second quarter of 2024, mark a decisive step towards the registration of glenzocimab for the treatment of stroke. Evidence from our ACTIMIS study, published in The Lancet Neurology, has strengthened glenzocimab’s safety profile and demonstrated its ability to reduce intracerebral haemorrhage and mortality. We are extremely grateful to our new investors and our long-standing shareholders for their support in this fund-raising, which will enable us to pursue our development plan for glenzocimab.”

Terms and Conditions of the Offer

The Offer will be made at a price of 3.13 euros per new share, in two separate and concurrent tranches and under the same pricing conditions (the “Offering“):

• A private placement (the “Private Placement“), through the issue of new ordinary shares without pre-emptive subscription rights, for the benefit of qualified investors or a restricted circle of investors, in France and abroad, on the basis of Article L. 411-2, 1° of the French Monetary and Financial Code, in accordance with the 14th resolution of the Annual General Meeting of May 12, 2023 (the “AGM“);

• A reserved offering (the “Reserved Offering“) of new ordinary shares, without pre-emptive subscription rights, to specific categories of investors, on the basis of article L. 225-138 et seq. of the French Commercial Code, in France and abroad, in accordance with the 13^th resolution of the Annual General Meeting; and

• A public offering without a designated beneficiary, by way of an issue of new ordinary shares with cancellation of preferential subscription rights, aimed at individual investors of French nationality or nationals of member states of the European Economic Area, via the PrimaryBid platform (the “PrimaryBid Offering“), which will be carried out on the basis of an allocation proportional to requests within the limit of the amount allocated to this public offering, with a reduction in allocations in the event of excess requests where applicable, on the basis of Article L. 225-136 of the French Commercial Code and article L.411 .2-1,1° of the French Monetary and Financial Code, in accordance with the 12^th resolution of the Annual General Meeting.

The total amount of the operation would be 7 million euros at minimum, including issue premium, with a possibility to increase this total amount in case of higher demand.

The amount of the Offering will depend exclusively on the orders received for each of the above-mentioned components, with no possibility of reallocating the amounts allocated from one to the other. The PrimaryBid Offer to retail investors is incidental to the Global Offering and may not exceed 20% of the total amount of the Offer. In any event, the PrimaryBid Offer and the corresponding capital increase will not be completed if the capital increase resulting from the Global Offering is not completed.

The Private Placement and the Reserved Offering will be carried out by “accelerated bookbuilding“, at the end of which the number of new shares to be issued will be determined, in compliance with the resolutions of the Annual General Meeting.

The subscription price of the new shares will be equal to 3.13 euros, representing a discount of 25.65% compared with the closing price of the ACTICOR BIOTECH share on March 14, 2024, i.e. €4.21, and of 26.67% compared with the volume-weighted average price of the ACTICOR BIOTECH share on the Euronext Growth multilateral trading facility over the last 3 trading sessions prior to its determination (i. e. from 11 to March 14, 2024 inclusive), i.e. €4.4506, in compliance with the resolutions of the General Meeting. The subscription price of the new ordinary shares issued under the PrimaryBid Offer will be equal to the price of the new ordinary shares issued under the Private Placement and the Reserved Offer.

The final number of shares to be issued will be decided by the Chief Executive Officer of the Company, pursuant to and within the limits of the sub-delegations of authority granted by the Board of Directors of the Company as of the date of this press release and in accordance with the resolutions of the Annual General Meeting.

The final number of shares to be issued will be the subject of a subsequent press release relating to the completion, if any, of the contemplated issue.

The accelerated bookbuilding procedure for the Private Placement and the Reserved Offer will be initiated immediately following the publication of this press release and is expected to close no later than 10 pm on March 14, 2024, subject to any early closing or extension. The PrimaryBid Offer will also commence immediately and will also close at 10 p.m. on that day, subject to any early closing. The Company will announce the results of the Offer by press release after the order book closes, tomorrow before the market opens.

Settlement-delivery of the new ordinary shares to be issued as a result of the Offer and their admission to trading on the Euronext Growth® Paris multilateral trading facility is scheduled for March 19, 2024. The new shares will be subject to all the provisions of the Company’s bylaws and will be assimilated to the existing shares as soon as the capital increase is completed. They will carry dividend rights and will be admitted to trading on the Euronext Growth Paris market on the same quotation line as the Company’s shares already listed under the same ISIN code FR0014005OJ5 – ALACT.

Subscription commitments for a total amount of €6.36 million

The Company has received subscription commitments in connection with the Offer for a total amount of approximately €6.46 million, including €950,000 in commitments received by members of the Company’s Board of Directors (Gilles Avenard Biotech Consulting¹, FPCI CAP DECISIF 3 (Karista)² and Mr. Rinaldo del Bono)³. It is specified that none of the members of the Board of Directors having subscribed to the Offer took part in the vote on the decision setting its terms.

In return for their subscription commitments, which are intended to secure the completion of the capital increase, certain investors (other than the above-mentioned members of the Board of Directors), whose total subscription commitments amount to € 5.31 million (i.e. 82.19% of the total amount of subscription commitments), will receive a commission corresponding to 5% of the amount of their subscription commitment, i.e. a total amount of €265,500, which will be deducted from the gross proceeds of the capital increase, subject to its completion. This commission will be payable in full, irrespective of the number of new shares actually subscribed by these investors as part of the transaction.

Capital increase open to individuals via the PrimaryBid platform

Investors can subscribe to the PrimaryBid Offer only via the PrimaryBid partners mentioned on the PrimaryBid website (www.PrimaryBid.fr). The PrimaryBid Offer is not subject to a placement and guarantee agreement.

Undertakings to retain shares and refrain from issuing shares

The Offer does not give rise to any commitments by existing shareholders to retain their shares.

In connection with the Capital Increase, the Company has undertaken to refrain from issuing shares for a period of 60 days from the settlement-delivery date of the Offer, subject to customary exceptions.

Capital structure at December 31, 2023

To the best of the Company’s knowledge, the breakdown of shareholders at December 31, 2023 on an undiluted basis is as follows:

Financial Intermediaries

Under the PrimaryBid Offer, investors will be able to subscribe only via the PrimaryBid platform (https://primarybid.fr/) or via PrimaryBid partners listed on the PrimaryBid website.

Guarantee of the Offer

The Offer is not underwritten. However, the Private Placement and the Reserved Offering are subject to a placement agreement between the Company and INVEST SECURITIES.

Prospectus

The Offer does not give rise to a prospectus subject to approval by the Autorité des marchés financiers.

This press release does not constitute a prospectus under Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended, or a public offering.

Eligibility for certain tax schemes

The Company is eligible for the following five tax schemes: PEA “classique”, PEA “PME-ETI”, economic reinvestment (article 150-0 B ter, I, 2° of the French General Tax Code), IR-PME (article 199 terdecies-0 A, I, A of the French General Tax Code) as well as FCPI investment quotas (art. 124-130 of the CMF).

Investors are advised to consult their usual tax advisor to assess their personal situation with regard to the specific regulations applicable, and subsequently to identify themselves to the Company in order to draw up any necessary supporting documents.

Risk factors

The public’s attention is drawn to the risk factors relating to the Company and its business, presented in chapter 3 of the universal registration document 2022 approved by the Autorité des marchés financiers on April 26, 2023 under number R. 22-011, which is available free of charge on the Company’s website (www.acticor-biotech.com) and the website of the Autorité des marchés financiers (www.amf-france.org). The occurrence of any or all of these risks could have an adverse effect on the Company’s business, financial situation, results, development or prospects.

In addition, investors are invited to consider the following risks specific to the issue: (i) the market price of the Company’s shares could fluctuate and fall below the subscription price of the shares issued under the Offer, (ii) the volatility and liquidity of the Company’s shares could fluctuate significantly, (iii) sales of the Company’s shares could occur on the market and have an unfavorable impact on the Company’s share price, (iv) the Company’s shareholders could suffer potentially significant dilution as a result of any future capital increases made necessary by the Company’s search for financing, and (v) as the shares are not intended to be listed on a regulated market, investors will not benefit from the guarantees associated with regulated markets.

As previously announced, the Company will publish its financial statements for the year ended December 31, 2023 on April 30, 2024.

Forward-looking statements

This press release contains forward-looking statements with respect to Acticor Biotech and its business. Acticor Biotech believes that these forward-looking statements are based on reasonable assumptions. However, no assurance can be given that the expectations expressed in such forward-looking statements will prove to have been correct, as they are subject to risks, including those described in Chapter 3 of the Universal Registration Document approved by the AMF under number R. 22 – 011 on April 26, 2023, and to changes in economic conditions, financial markets and the markets in which Acticor Biotech operates. The forward-looking statements contained in this press release are also subject to risks that are unknown to Acticor Biotech or that Acticor Biotech does not currently consider material. The occurrence of some or all of these risks could cause Acticor Biotech’s actual results, financial condition, performance or achievements to differ materially from current results, financial condition, performance or achievements.

About ACTICOR BIOTECH

Acticor Biotech is a clinical stage biopharmaceutical company, a spin-off from INSERM (the French National Institute of Health and Medical Research), which is aiming to develop an innovative treatment for cardiovascular emergencies, including ischemic stroke.

The positive results of the phase 1b/2a study, ACTIMIS, published in January 2024 in the Lancet Neurology (link to the publication) confirmed the safety profile of glenzocimab and showed a reduction in mortality and intracerebral hemorrhage in the glenzocimab-treated group of stroke patients. These results were confirmed by a post-hoc analysis of brain imaging at 0 and 24 hours using artificial intelligence (Brainomix, UK). This independent analysis confirmed the reduction in the number and volume of intracerebral lesions in patients treated with glenzocimab.

The efficacy of glenzocimab is now being analyzed in an international Phase 2/3 study, ACTISAVE, with clinical results expected in Q2 2024.

In July 2022, Acticor Biotech was granted “PRIME” status by the European Medicines Agency (EMA) for glenzocimab in the treatment of stroke. This designation will allow the company to strengthen its interactions and obtain early dialogues with regulatory authorities.

Acticor Biotech is supported by a panel of European and international investors (Mediolanum farmaceutici, Karista, Go Capital, Newton Biocapital, CMS Medical Venture Investment (HK) Limited, A&B (HK) Limited, Anaxago, and the Armesa foundation). Acticor Biotech is listed on Euronext Growth Paris since November 2021 (ISIN: FR0014005OJ5 – ALACT).

For more information, visit: www.acticor-biotech.com

Disclaimer

This press release does not constitute an offer to sell or the solicitation of an offer to buy ordinary shares of the Company, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).

In France, the Offering described above will take place solely as (i) a global placement to qualified investors or a limited number of investors, pursuant to Article L. 411-2, 1° of the French Monetary and Financial Code and applicable regulations, and (ii) a global placement to qualified investors or a limited number of investors, pursuant to Article L. 411-2, 1° of the French Monetary and Financial Code and applicable regulations and (ii) a public offering of securities without a named beneficiary, pursuant to Article L. 225-136 of the French Commercial Code, Article L.411.2-1,1° of the Monetary and Financial Code and applicable regulations.

With respect to Member States of the European Economic Area (including France), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release which would require the publication of a prospectus (pursuant to article 3 of the Prospectus Regulation) in any Member State.

This press release and the information it contains is not an offer to sell, nor the solicitation of an offer to subscribe for or buy, new ordinary shares in the United States or any other jurisdiction where restrictions may apply including notably Canada, Australia or Japan. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration thereunder. Acticor Biotech does not intend to conduct a public offering of the new ordinary shares in the United States, or in any other jurisdiction.

This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons“). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the new ordinary shares has led to the conclusion in relation to the type of clients criteria and only that: (i) the type of clients to whom the new ordinary shares are targeted is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU, as amended (“MiFID II”); and (ii) all channels for distribution of the new ordinary shares to eligible counterparties, professional clients and retail clients are appropriate. Any person subsequently offering, selling or recommending the new ordinary shares (a “Distributor”) should take into consideration the manufacturers’ type of clients assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the new ordinary shares (by either adopting or refining the manufacturers’ type of clients assessment) and determining appropriate distribution channels. For the avoidance of doubt, even if the target market includes retail clients, the sole global coordinator and bookrunner has decided it will only procure investors for the new ordinary shares who meet the criteria of eligible counterparties and professional clients.

This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.

This press release has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the sole global coordinator and bookrunner or any of its parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person’s respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this press release and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this press release is subject to verification, correction, completion and change without notice.

The sole global coordinator and bookrunner is acting exclusively for the Company and no one else in connection with the Global Placement and will not regard any other person (whether or not a recipient of this press release) as its client in relation to the Global Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its client nor for providing advice in relation to the proposed Global Placement.

¹ The company’s Chairman and sole shareholder, Gilles Avenard, is also Chief Executive Officer and a director of the Company.
² Whose management company, Karista, is also a director of the Company.
³ The total subscription commitment of 950,000 euros by members of the Board of Directors also includes the subscription commitment of Patricia Munoz, wife of Alain Munoz, a director of the Company,
⁴ Including the interest held by Gilles Avenard Biotech Consulting (GABC), a consulting company of which Gilles Avenard is Chairman and sole shareholder.
⁵ Mediolanum Farmaceutici S.p.A. is not a director, but its Chairman, Mr. Rinaldo del Bono, is a member of the Board of Directors. For the sake of completeness, the shareholdings of Mediolanum Farmaceutici S.p.A are listed among those of the members of the Board of Directors.

Not for release, publication or distribution, directly or indirectly, in the United States of America, Canada, Australia or Japan. This press release does not constitute an offering document and is for information purposes only