Biophytis gets €24m bond funding from Negma

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Aug 23, 2019

Biophytis has signed €24m bond funding from Negma to continue
the development of its drug candidates to treat neuromuscular
diseases


BIOPHYTIS (Euronext Growth Paris: ALBPS), a biotechnology company specialized in developing new therapeutics to slow the degenerative processes and improve
functional outcomes for patients suffering from age-related diseases, announces it has secured a line
of funding that could reach €24 million, set up with Negma, a specialist investment fund based in Dubai,
UAE, in the form of 2,400 note warrants for Bonds Redeemable in Cash or New or Existing Shares
(ORNANE), at a par value of €10,000 each, combined with Share Subscription Warrants (BSAs), together
referred to as ORNANEBSA. The €24m financing can be exercised for 4 years, without obligation to do
so, through 8 successive tranches of €3 million each. This line of funding will enable Biophytis to continue
the clinical development of Sarconeos (BIO101) for the treatment of sarcopenia (Phase IIb SARA-INT
study) and Duchenne muscular dystrophy (DMD) (Phase I/II MYODA study)

Main characteristics of ORNANEBSA

Today, Biophytis issued 2400 ORNANEBSA note warrants. ORNANE are bonds redeemable in cash or
convertible in existing or new shares. Together combined with warrants: ORNANEBSA. Note warrants
were fully subscribed by Negma. The contract signed between Biophytis and Negma includes the same
main terms and conditions as the previous contract held by Bracknor Fund, which is now terminated.
The main characteristics of the ORNANE and BSA are set to ensure continuity with the previous contract.
Legal framework

The issued securities will give access immediately or in the future to the Company’s capital without
shareholders’ preferential subscription rights, for the benefit of a category of persons pursuant to Article
L. 225-129 et seq. of the French Commercial Code.
The Company’s Board of Directors approved this agreement in its meeting of August 8th, 2019. The
Company has issued one tranche of ORNANEBSA of an amount of €3m; the 7 next tranches shall be
subject to Board of Director's approval, in accordance with the delegations granted by the Exceptional
General Shareholders Meeting of August 8th, 2019, under the twelfth resolution.
This offer of financial securities did not result in a prospectus subject to AMF approval. The Company
will notify shareholders of the ORNANEBSA note warrants exercises, and maintain an up-to-date
reporting on its website summarizing note warrants, bonds, warrants, and shares outstanding.

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Main characteristics of the ORNANEBSA note warrants

The 2,400 4-year note warrants require their holder to exercise them, at the Company’s request, in
tranches of 300 warrants each. Each warrant grants its holder the right to one (1) ORNANEBSA.
Note warrants may not be transferred and will not be subject to a request for admission to trading on
the Euronext Growth market.
Warrants will be detached immediately from ORNANE once ORNANEBSA are issued.

Main characteristics of the ORNANE

The ORNANE (Bonds) will have a par value of 10,000 euros. They will not bear interest and will have a
12-month maturity from issuance. Holders of ORNANE may request at any time to convert them during
their maturity period, and at that time, the Company will be able to redeem the ORNANE in cash. At the
end of the maturity period, and if the ORNANE have not yet been converted or redeemed, the holder
will have to convert them.


The holder may ask to convert the ORNANE at any time at the conversion parity determined by the
following formula: N = Vn /(R x P), where
- “N” is the number of shares yielded by the conversion,
- “Vn” is the par value of the ORNANEs, i.e., 10,000 euros,
- “R” is the conversion ratio, i.e., 0.92,
- “P” is the conversion price, i.e., the lowest volume-weighted average price over the 15 trading
days preceding the date on which conversion is requested.
On the day of the conversion request, the Company may redeem the ORNANE in cash using the following
formula: V = Vn/R, where
- “V” is the amount redeemed to the holder.
ORNANE may be transferred by their holders only to Affiliates and will not be subject to a request for
admission to trading on the Euronext Growth market.

Main characteristics of the warrants

The warrants shall be detached from ORNANE immediately. They may be transferred by their holders
only to Affiliates and will not be subject to a request for admission to trading on the Euronext Growth
market.
They may be exercised for a period of five (5) years as of their date of issuance. Each warrant will give
its holder a right to subscribe one (1) new Biophytis share.
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The strike price of the warrants will be calculated using the following formula: Pe = 125% x P, where
- “Pe” is the warrant strike price,
- “P” is the conversion price, i.e., the lowest volume-weighted average price over the 15 trading
days preceding the date on which exercise is requested.
The number of warrants to be issued upon the issuance of the ORNANEBSA will be such that, when
multiplied by the warrants strike price (determined according to the terms and conditions below), the
the resulting amount is equal to 12.5% of the par value of the tranche according to the following formula:
n = (r x Vn)/(125% x P), where
- “n” is the number of warrants issued,
- “r” is the ratio of warrants issued as compared to the number of ORNANE, i.e., 12.5%,
- “P” is the conversion price, i.e., the lowest volume-weighted average price over the 15 trading
days preceding the date on which exercise is requested.


Number of securities and dilution

Based on the 13,463,413 shares outstanding, and based on an issuance, or conversion, or exercise on
21st August 2019, i.e., the lowest volume-weighted average price over the 15 trading days preceding the
concerned date equal to €0.48m, the impact on a shareholder’s 1% stake in the Company’s capital prior

 


About BIOPHYTIS

Biophytis is a clinical-stage biotechnology company focused on the development of therapeutics that slow the
degenerative processes and improve functional outcomes for patients suffering from age-related diseases. Our
therapeutic approach is aimed at targeting and activating key biological resilience pathways that can protect
against and counteract the effects of the multiple biological and environmental stresses that lead to age-related
diseases. Our lead drug candidate, Sarconeos (BIO101), is an orally administered small molecule in development
for the treatment of neuromuscular diseases, including sarcopenia and Duchenne muscular dystrophy (DMD).
Our second drug candidate, Macuneos (BIO201), is an orally administered small molecule in development for the
treatment of retinal diseases, including dry age-related macular degeneration (AMD) and Stargardt disease.
Biophytis is headquartered in Paris, France, and has offices in Cambridge, Massachusetts.
The Company’s ordinary shares are listed on Euronext Growth Paris (Ticker: ALBPS - ISIN: FR0012816825).


For more information please visit www.biophytis.com.


Articles authored by Martin Signer

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