- Capital increase of a total amount of €9.7 million in gross
proceeds by issuing a total number of 2,125,000 new shares, each
with one share warrant attached, at €4.58 per share
- Gross Proceeds include €0.5 million from Gerard Soula, chairman
of the Board and co-founder of the Company, €0.9 million from
Vester Finance, an historical investor, €7 million from Armistice
Capital and €1.3 million from a limited number of investors
- Settlement-delivery of the new shares and share warrants
expected on February 28, 2025
Regulatory News:
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN AND SOUTH AFRICA
Adocia (Euronext Paris : FR0011184241 - ADOC), a clinical-stage
biopharmaceutical company focused on the research and development
of innovative therapeutic solutions for the treatment of diabetes
and obesity (the “Company”), announces today the successful
completion of a capital increase of a total gross amount of
€9,732,500 million subscribed by a limited number of investors,
including Armistice Capital (for €7 million) and €1.4 million from
historical shareholders (the “Private Placement”).
“The success of this private placement significantly strengthens
our cash position in a favorable context for Adocia. The company
holds high-potential projects that are ready for licensing, such as
M1Pram and BioChaperone CagriSema. The participation of Gérard
Soula, Chairman and Co-Founder, along with historical shareholders
and new investors, demonstrates their confidence in Adocia’s
short-term potential,” said Olivier Soula, Chief Executive Officer
of Adocia.
The Private Placement is not subject to a prospectus requiring
an approval from the French Financial Market Authority (Autorité
des Marchés Financiers – the “AMF”). In accordance with
Article 1.5.(ba) of the Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the
“Prospectus Regulation”), the Company has filed with the AMF
a document containing the information set out in Appendix IX of the
Prospectus Regulation (the “Information document”), copies
of which are available free of charge on the Company’s website at
www.adocia.com/fr/investisseurs and on the AMF’s website at
www.amf‑france.org.
Use of proceeds
The Company intends to use 50% of the net proceeds of the
Private Placement to step up development work on its AdoShell®
Islets project, including toxicology studies and the preparation of
clinical batches for the launch of the clinical trial (FIH) and the
balance to finance the Company’s general corporate purposes and
cash runway to Q2 2026.
Terms and conditions of the Private Placement
The Private Placement, for a total amount of €9,732,500
(including share issue premium), was carried out through the
issuance, without preferential subscription rights and without a
priority subscription period, of 2,125,000 new ordinary shares in
the Company (the “New Shares”), each with one share warrant
attached (a “BSA” and, together with the New Share to which
it is attached, an “ABSA”), as part of a share capital
increase with cancellation of shareholders’ preferential
subscription rights for the benefit of investors within the
category of persons defined by the 21st resolution of the Combined
General Meeting of the Company’s shareholders of June 13, 2024 (the
“General Meeting”), in accordance with Article L. 225-138 of
the French commercial code (the “Private Placement”).
The issue of the ABSAs, representing approximately 13.32% of the
Company’s share capital, on a non-diluted basis, before completion
of the Private Placement, and 11.75% of the Company’s share
capital, on a non‑diluted basis, after completion of the Private
Placement, was decided on February 25, 2025 by the Company’s Board
of Directors, pursuant to the delegation of competence granted to
it under the 21st resolution of the General Meeting.
The issue price of one ABSA is €4.58 (including share issue
premium), representing a facial discount of 7.76% (i.e. €4.97) to
the volume‑weighted average price of the Adocia shares on the
regulated market of Euronext Paris (“Euronext Paris”) over
the three trading days preceding the setting of such issue price,
i.e. February 20, 21, and 24, 2025 (the “3-day VWAP”).
The issue price of an ABSA combined with the exercise price of a
BSA minus the theoretical value of a BSA reflects a total discount
of 19.94% per Adocia share compared with the 3-day VWAP, consistent
with the maximum discount authorized by the General Meeting
pursuant to its 21st resolution.
Terms and conditions of the BSA
One BSA is attached to each New Share. One BSA entitles their
holder to subscribe to one new ordinary share of the Company, at a
price of €4.85 per ordinary share.
The BSAs may be exercised at any time within 60 months of their
issuance. In the event all BSAs are exercised, a total number of
2,125,000 additional ordinary shares of the Company will be issued,
representing additional total proceeds of approximately €10.3
million.
The theoretical value of each BSA, assuming a volatility of
32,365%1 and based on closing price as of February 25, 2025, is
equal to €1.4796 using Black & Scholes model.
The BSAs will be immediately detached (détachés) from the New
Shares upon issuance and are expected to be listed on Euronext
Growth – Paris (“Euronext Growth”) on or prior to March 7,
2025.
Impact of the Private Placement on the Company’s
shareholding
Following the issuance of the ABSAs, the Company’s total share
capital will be €1,808,420 comprised of 18,084,200 ordinary shares
(or €2,020,920 comprised of 20,209,200 ordinary shares in the event
of exercise of all BSAs) with a par value of €0.10, representing
13.32% of the total current share capital of the Company (or 26.63%
in the event of exercise of all BSAs).
Gérard Soula, the president of the Company’s Board of Directors,
and Vester Finance, a financial historical shareholder of the
Company holding respectively 7.8% and 10.4% of the share capital
and 11.6% and 9.2% of the voting rights of the Company, have
participated to the Private Placement for an amount of €0.5 million
and €0.9 million respectively. Following completion of the Private
Placement, they will own 7.5% and 10.3% respectively of the share
capital of the Company.
In addition, a new significant investor, Armistice Capital, has
participated to the Private Placement for an amount of €7 million.
Following completion of the Private Placement, it will own 8.5% of
the share capital of the Company.
To the Company’s knowledge, immediately prior to completion of
the Private Placement, the breakdown of the Company's share capital
was as follows:
On an non-diluted
basis
On a diluted basis(1)
Number of shares
% of capital
% of voting rights(2)
% of capital
% of voting rights(2)
Soula family
1,564,913
9.8%
15.2%
11.0%
16.0%
Gérard Soula
1,239,147
7.8%
11.6%
8.0%
11.7%
Olivier Soula
325,766
2.0%
3.5%
3.0%
4.3%
Financial investors
2,832,921
17.8%
18.7%
16.9%
17.9%
Vester Finance(3)
1,661,274
10.4%
9.2%
9.9%
8.9%
Innobio (a)
376,611
2.4%
2.9%
2.3%
2.7%
BioAM Funds (b)
77,977
0.5%
0.4%
0.5%
0.4%
FPS Bpifrance Innovation I
(c)
329,310
2.1%
1.8%
2.0%
1.8%
Sub-total (a)+(b)+(c)
783,898
4.9%
5.1%
4.7%
4.9%
Amundi Funds
1,570
0.0%
0.0%
0.0%
0.0%
Viveris Funds
25,618
0.2%
0.3%
0.2%
0.3%
Oréo Finance
40,561
0.3%
0.5%
0.2%
0.4%
SHAM(4)
320,000
2.0%
3.6%
1.9%
3.4%
Employees
249,433
1.6%
1.9%
4.1%
4.1%
Scientific Committee (BSA)
700
0.0%
0.0%
0.1%
0.1%
Auto-control (5)
31,214
0.2%
0.2%
0.2%
0.2%
Other shareholders (6)
11,280,019
70.7%
64.1%
67.7%
61.7%
Total
15,959,200
100.0%
100.0%
100.0%
100.0%
(1)
After the issue of a maximum total number
of 759,920 ordinary shares resulting from (i) the definitive
acquisition of the 664,005 free shares (actions gratuites) allotted
by the Company and outstanding as at today, and (ii) the exercise
of all 45,915 warrants (bons de souscription d’actions) and 50,000
founder warrants (bons de souscription de parts de créateur
d’entreprise – “BSPCE”) outstanding as at today.
(2)
Theoretical voting rights (i.e. including
shares without voting rights). A voting right double that conferred
on other shares, having regard to the proportion of the share
capital they represent, is attributed to all fully paid-up shares
(whatever their category) for which proof is provided of having
been nominatively registered for at least two years in the name of
the same shareholder.
(3)
The 1,664,274 shares are those known by
the Company as of December 31st 2024.
(4)
SHAM: Société Hospitalière d’Assurance
Mutuelles.
(5)
Auto-control shares held under the
liquidity contract with Kepler Capital Markets as at January 31,
2025.
(6)
Including any bearer shares held by the
Company’s historical financial investors.
To the Company’s knowledge, following completion of the Private
Placement, the breakdown of the Company’s share capital is as
follows:
On an non-diluted
basis
On a diluted basis(1)
Number of shares
% of capital
% of voting rights(2)
% of capital
% of voting rights(2)
Soula family
1,674,083
9.3%
14.1%
9.8%
14.0%
Gérard Soula
1,348,317
7.5%
10.9%
7.4%
10.5%
Olivier Soula
325,766
1.8%
3.2%
2.4%
3.5%
Financial investors
4,557,811
25.2%
25.3%
30.0%
29.6%
Vester Finance
1,857,780
10.3%
9.2%
9.8%
8.9%
Armistice
1,528,384
8.5%
7.6%
14.6%
13.3%
Innobio (a)
376,611
2.1%
2.6%
1.8%
2.2%
BioAM Funds (b)
77,977
0.4%
0.4%
0.4%
0.3%
FPS Bpifrance Innovation I
(c)
329,310
1.8%
1.6%
1.6%
1.4%
Sub-total (a)+(b)+(c)
783,898
4.3%
4.6%
3.7%
4.0%
Amundi Funds
1,570
0.0%
0.0%
0.0%
0.0%
Viveris Fund
25,618
0.1%
0.3%
0.1%
0.2%
Oréo Finance
40,561
0.2%
0.4%
0.2%
0.4%
SHAM(3)
320,000
1.8%
3.2%
1.5%
2.8%
Employees
249,433
1.4%
1.7%
3.3%
3.4%
Scientific Committee (BSA)
700
0.0%
0.0%
0.1%
0.1%
Auto-control(4)
31,214
0.2%
0.2%
0.1%
0.1%
Other shareholders(5)
11,570,959
64.0%
58.8%
56.7%
52.8%
Total
18,084,200
100.0%
100.0%
100.0%
100.0%
(1)
After the issue of a maximum
total number of 2,884,920 ordinary shares resulting from (i) the
definitive acquisition of the 664,005 free shares (actions
gratuites) allotted by the Company and outstanding as at today, and
(ii) the exercise of all 45,915 warrants (bons de souscription
d’actions) and 50,000 founder warrants (bons de souscription de
parts de créateur d’entreprise – “BSPCE”) and (iv) the exercice of
all the 2 125 000 warrants described in this press release.
(2)
Theoretical voting rights (i.e.
including shares without voting rights). A voting right double that
conferred on other shares, having regard to the proportion of the
share capital they represent, is attributed to all fully paid-up
shares (whatever their category) for which proof is provided of
having been nominatively registered for at least two years in the
name of the same shareholder.
(3)
SHAM: Société Hospitalière
d’Assurance Mutuelles.
(4)
Auto-control shares held under
the liquidity contract with Kepler Capital Markets as at January
31, 2025.
(5)
Including any bearer shares held
by the Company’s historical financial investors.
On the basis of the share capital of the Company immediately
after completion of the Private Placement, the interest of a
shareholder who held 1.00% of the Company’s share capital prior to
the above-mentioned capital increase and who did not subscribe to
it now stands at 0.882% on a non-diluted basis and 0.847% on a
diluted basis.
Admission to trading of the New Shares
The New Shares are expected to be admitted to trading on the
regulated market of Euronext Paris on February 28, 2025.
The New Shares will be subject to the provisions of the
Company’s bylaws and will be assimilated to existing shares upon
final completion of the Private Placement. They will bear current
dividend rights and will be admitted to trading on the same listing
line as the Company’s existing shares under the same ISIN code
FR0011184241- ADOC.
Standstill and lock-up commitments
In the context of the Private Placement, the Company has signed
a standstill commitment for a period of 90 calendar days from the
date of settlement-delivery of the Private Placement, subject to
certain customary exceptions.
The directors of the Company and its Chief Executive Officer
have signed a lock-up commitment taking effect on the execution
date of said commitment and which will continue for a period of 90
calendar days following the issuance date of the ABSAs in respect
of their entire shareholding, representing respectively 7.5% for
the Chairman, and 1.8% for the Chief Executive Officer of the
Company’s share capital2 on a non-diluted basis, subject to certain
customary exceptions.
Financial intermediaries
Maxim Group LLC acted as lead placement agent and All Invest
acted as co-placement agent. (collectively, the “Placement
Agents”) relating to the Private Placement. The Private
Placement is governed by agreements entered into between the
Company and each of the Placement Agents.
Indicative timetable
February 25, 2025
Decisions of the Board of Directors
setting the terms and conditions of the Private Placement
(including the subscription price of the ABSAs and the gross amount
of the Private Placement).
February 26, 2025
Publication of this press release.
Publication of the Information
Document.
Publication of the Euronext notice of
admission of the New Shares to trading on Euronext Paris.
February 28, 2025
Settlement-delivery of the ABSAs -
Detachment of the BSA - Start of trading of the New Shares on
Euronext Paris.
By March 7, 2025
Admission of the BSAs on Euronext
Growth.
Risk factors
The risk factors relating to the Company are set out in section
1.4 of the Company’s universal registration document filed with the
AMF under number D. 24-0354 on April 29, 2024, as updated in
Section VIII of the Information Document. These documents are
available free of charge on the Company’s website at
www.adocia.com/fr/investisseurs and on the AMF’s website at
www.amf-france.org.
Investors are also advised to consider the following risks
specific to the Private Placement: (i) the market price of the
Company’s shares may fluctuate and fall below the subscription
price of the shares issued in the context of the Private Placement,
(ii) the volatility and liquidity of the Company’s shares may
fluctuate significantly, (iii) sales of the Company’s shares may
occur on the market and negatively impact the Company’s share
price, (iv) the Company’s shareholders who have not participated in
the Private Placement could suffer potentially significant dilution
resulting from the Private Placement, the potential exercise of the
BSAs and, more generally, any future capital increases made
necessary by the Company’s search for financing.
About Adocia
Adocia is a biotechnology company specializing in the discovery
and development of therapeutic solutions in the field of metabolic
diseases, primarily diabetes and obesity.
The Company has a broad portfolio of drug candidates based on
four proprietary technology platforms: 1) The BioChaperone®
technology for the development of new generation insulins and
products combining different hormones; 2) AdOral®, an oral peptide
delivery technology; 3) AdoShell®, an immunoprotective biomaterial
for cell transplantation, with an initial application in pancreatic
cells transplantation; and 4) AdoGel®, a long-acting drug delivery
platform.
Adocia holds more than 25 patent families. Based in Lyon, the
company has about 80 employees. Adocia is listed on the regulated
market of Euronext™ Paris (Euronext: ADOC; ISIN: FR0011184241).
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 offer of ADOCIA (the “Company”) shares
described below will be made exclusively in the context of a
capital increase reserved to the category of beneficiaries, within
the meaning of Article L. 225-138 of the French commercial code,
defined in the twenty-first resolution of the Company’s combined
shareholders’ meeting held on June 13, 2024. It shall not
constitute a public offering requiring the publication of a
prospectus to be approved by the Autorité des marchés financiers.
The Company will make available to the public an information
document containing the information set out in Annex IX of the
Prospectus Regulation.
With respect to Member States of the European Economic Area, no
action has been taken or will be taken to permit a public offering
of the securities referred to in this press release requiring the
publication of a prospectus in any Member State. Therefore, such
securities may not be and shall not be offered in any Member State
other than in accordance with the exemptions of Article 1(4) of the
Prospectus Regulation or, otherwise, in cases not requiring the
publication of a prospectus under Article 3 of the Prospectus
Regulation and/or the applicable regulations in such Member
State.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom and are (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (ii) high net worth entities
and other such persons falling within Article 49(2)(a) to (d) of
the Order (“high net worth companies”, “unincorporated
associations”, etc.) or (iii) other persons to whom an invitation
or inducement to participate in investment activity (within the
meaning of Section 21 of the Financial Services and Market Act
2000) may otherwise lawfully be communicated or caused to be
communicated (all such persons in (y)(i), (y)(ii) and (y)(iii)
together being referred to as “Relevant Persons”). Any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire securities to which this press release relates will only be
engaged with Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this press release or any of its
contents.
This press release may not be distributed, directly or
indirectly, in or into the United States. This press release and
the information contained herein does not, and will not, constitute
an offer of the Company's shares for sale or subscription, nor the
solicitation of an offer to subscribe or to purchase, such shares
in the United States or 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 U.S. Securities Act of 1933, as amended (the “Securities
Act”). The shares of the Company have not been and will not be
registered under the Securities Act, and the Company does not
intend to conduct a public offering in the United States.
The 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.
Any decision to subscribe for or purchase the shares or other
securities of the Company must be made solely based on information
publicly available about the Company. Such information is not the
responsibility of Maxim Group LLC or of All Invest and has not been
independently verified by Maxim Group LLC or All Invest.
1 Based on the volatility of last 12 months of Biotech Index
2 To its knowledge, the other directors do not currently hold
any outstanding shares in the Company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250225496539/en/
Adocia Olivier Soula CEO
contactinvestisseurs@adocia.com +33 (0)4 72 610 610
https://www.linkedin.com/company/adocia/ www.adocia.com
Ulysse Communication Adocia Press & Investor
Relations Bruno Arabian Nicolas Entz
adocia@ulysse-communication.com + 33 (0)6 87 88 47 26
Adocia (EU:ADOC)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Adocia (EU:ADOC)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
