Acticor Biotech Successfully Completes a Capital Increase for a Total Gross Amount of 12.2 Million Euros, via the Issuance of 1,793,005 Shares

PARIS–(BUSINESS WIRE)–Regulatory News:

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.

ACTICOR BIOTECH (ISIN: FR0014005OJ5 – ALACT – the “Company“), a clinical-stage biotechnology company developing glenzocimab, a novel drug for the treatment of cardiovascular emergencies, in particular stroke, announces today the success of its capital increase for a total gross amount of 12.2 million euros, by issuing 1,793,005 new shares at a price of €6.80 per share.

Gilles AVENARD, Chief Executive Officer of Acticor Biotech, said: “I would like to thank all the historical investors, and particularly Mediolanum Farmaceutici S.p.a., for having participated in this fundraising. We have also had the opportunity to have the support of French and international institutional investors, as well as of many individual investors through the PrimaryBid platform. I would particularly like to thank them for the confidence they have placed or renewed in Acticor Biotech. Rest assured that we will pursue with conviction our mission to bring to market a first-in-class drug for the treatment of cardiovascular emergencies.”

Purpose of the funds raised

Following the success of the transaction, the funds raised will enable the Company to finance its operations until November 2023. The Company will use the proceeds of this capital increase to pursue its development plan towards the registration of glenzocimab for the emergency treatment of stroke, which will be achieved through:

• continued recruitment of patients in the ACTISAVE clinical trial (pivotal registration phase 2/3) rolled out in 7 European countries, the United Kingdom, Israel and the USA until the first futility analysis,

• the preparation of a new batch of glenzocimab and the pharmaceutical registration plan.

In addition, as part of its day-to-day operations, the Company will pursue its continued consultations with regulatory agencies and the work necessary for the registration of glenzocimab in Europe and the United States, and aims for a launch of patient enrolment in the LIBERATE phase 2b study (sponsored by the University of Birmingham) in the treatment of myocardial infarction and continued enrolment in the GREEN study (sponsored by APHP) in the treatment of stroke in combination with mechanical thrombectomy.

Main characteristics of the Offer

The Offer, for a total amount, including issue premium, of 12.2 million euros, was carried out by issuing, without preferential subscription rights and without any priority period, 1,793,005 new ordinary shares, within the framework of:

– a global offering (the “Global Placement“) of 252,738 new ordinary shares, with cancellation of the preferential subscription right, to institutional investors for an amount (including issue premium) of 1.72 million euros, in France and abroad;

– a public offering (the “PrimaryBid Offering“) of 174,129 new ordinary shares, with cancellation of the preferential subscription right, to retail investors via the PrimaryBid platform, for an amount (including issue premium) of 1.18 million euros;

– an offer to categories of beneficiaries of 1,366,138 new ordinary shares (the “Reserved Offering“), without preferential subscription rights, reserved (i) to Mediolanum Farmaceutici and two other individuals in the context of a cash subscription for a total amount of EUR 5.2 million and (ii) to the holders of the Company’s outstanding Convertible Bonds in the context of a subscription by way of set-off against the debts due by the Company in respect of the Convertible Bonds for a total amount of EUR 4.1 million.

The new ordinary shares, representing approximately 17% of the Company’s share capital, on a non-diluted basis, before the completion of the Offer and 14.5% of the Company’s share capital, on a non-diluted basis, after the completion of the Offer, were issued yesterday evening by decision of the Company’s Chief Executive Officer pursuant to the sub-delegations of authority granted by the Company’s board of directors on March 6, 2023, in accordance with the 26^th and 27^th resolutions of the general meeting of the Company of October 4, 2021 and the 13^th resolution of the general meeting of 12 May 2022 (the “Meetings“).

The issue price of the new ordinary shares has been set at €6.80 per share, representing a discount of 16% compared to the closing price of the ACTICOR BIOTECH share on March 8, 2023, i.e. €8.10 and of 20.4% compared to 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 the setting of the issue price (i.e. from March 6 to March 8, 2023 included), i.e. €8.54, in accordance with the decision of the Director General acting by sub-delegation and the resolutions of the above-mentioned Meetings.

It is specified that all of the directors of the Company, or the legal entities of which they are directors, who have themselves committed to subscribe to the Offer (including the holders of the Company’s outstanding Convertible Bonds) did not participate in the vote on the decision of the Board of Directors delegating to the Chief Executive Officer the authority to launch the Offer and to set the final terms thereof.

To the best of the Company’s knowledge, the breakdown of shareholders before and after the completion of the Offer is as follows:

It is reminded that prior the holders of the 78,000 Convertible Bonds for a nominal amount of €3.9 million, (including Mediolanum Farmaceutici S.p.A for €2 million, ARMESA for €1 million and other individuals for €0.9 million (the “Holders”)) subscribed in the Reserved Offer, by way of compensation of receivables, for an amount corresponding to the nominal value of the Convertible Bonds plus a capitalized interest of 12% per year until the redemption date, i.e. an amount of €4.1 million. All of the outstanding Convertible Bonds will therefore be redeemed under the Reserved Offer.

Mediolanum Farmaceutici S.p.a., an existing shareholder, has also subscribed to the Reserved Offer for an additional cash amount of €5 million, for a total subscription commitment (in cash and by offsetting receivables) of €7.1 million.

In consideration of its commitment, Mediolanum will enter into a “Right of First Negotiation Agreement” with the Company, by which Acticor grants Mediolanum a right of first negotiation for the license of glenzocimab in the European Union.

The Chairman of the Board of Directors and one other historical shareholder have each subscribed in cash to the Reserved Offer for an amount of 100,000 euros respectively³.

These investors represent 76% of the Offer amount.

Admission of new ordinary shares

The settlement-delivery of the new ordinary shares and their admission to trading on the Euronext Growth multilateral trading facility of Euronext in Paris are scheduled for March 13, 2023. The new ordinary shares will be listed on the same quotation line as the Company’s existing ordinary shares, will carry dividend rights and will be immediately assimilated to the Company’s existing shares.

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

Subscription commitments

In the context of the Offer, the Company has undertaken to abstain from March 13, 2023 and continuing for 90 days following the settlement date of the Offer, subject to customary exceptions.

Financial Intermediaries

GILBERT DUPONT (SG Group) acted as sole Global Coordinator, Lead Manager and Bookrunner.

Within the framework of the PrimaryBid Offer, investors subscribed only via the PrimaryBid partners mentioned on the PrimaryBid website (www.PrimaryBid.fr).

Guarantee of the Offer

The Offer is not subject to a guarantee. However, the Global Offering carried out with qualified investors pursuant to the 27^th resolution of the combined general meeting of October 4, 2021, was the subject of a placement agreement between the Company and the Global Coordinator, Lead Manager and Bookrunner.

The PrimaryBid Offer has not been the subject of a placement and guarantee agreement.

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 2021 universal registration document approved by the Autorité des marchés financiers on April 26, 2022, 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 some or all of these risks could have an adverse effect on the Company’s business, financial condition, results, development or prospects.

In addition, investors are invited to take into consideration the following risks specific to the offering: (i) the market price of the Company’s shares could fluctuate and fall below the subscription price of the shares issued in the framework of the Offer, (ii) the volatility and liquidity of the Company’s shares could fluctuate significantly, (iii) sales of the Company’s shares could take place on the market and have an unfavorable impact on the Company’s share price (iv) the Company’s shareholders could suffer potentially significant dilution from any future capital increases required by the Company’s search for financing, and (v) as the securities 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, 2022 on March 23, 2023.

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.

Acticor Biotech is developing glenzocimab (ACT017), a humanized monoclonal antibody (mAb) fragment directed against a novel target of major interest, platelet glycoprotein VI (GPVI). Glenzocimab inhibits platelet binding to the thrombus without affecting physiological hemostasis, thereby limiting the bleeding risk, particularly in the brain.

In May 2022, Acticor Biotech presented positive results from its Phase 1b/2a study, ACTIMIS, at the ESOC, confirming the safety profile and showing a reduction in mortality and intracerebral hemorrhage in the glenzocimab-treated group in patients with stroke. The efficacy of glenzocimab is now being evaluated in an international Phase 2/3 study, ACTISAVE, which will include 1,000 patients. 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 (Karista, Go Capital, Newton Biocapital, CMS Medical Venture Investment (HK) Limited, A&B (HK) Limited, Mirae Asset Capital, Anaxago, Primer Capital, Mediolanum farmaceutici 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 capital increase reserved for the benefit of historical shareholders of Acticor Biotech, in accordance with Article L. 225-138 of the French Commercial Code and the applicable regulatory provisions, (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 (iii) 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 French 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.

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¹ This includes the stake held by Gilles Avenard Biotech Consulting (GABC), a consulting company of which Mr. Gilles Avenard is Chairman and sole shareholder.
² 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 shareholding of Mediolanum Farmaceutici S.p.A. is indicated among those of the members of the Board of Directors.
³ It is specified that those of these shareholders who were represented on the Board of Directors of the Company abstained from voting during the vote of the Board which conferred on the Chief Executive Officer the power to launch the Offer and to determine its final terms.