Onxeo launches a capital increase by means of an accelerated book-build offering

Paris (France), June 19, 2017 – 05:45 pm CEST – Onxeo S.A. (Euronext Paris, NASDAQ Copenhagen: ONXEO), (“Onxeo” or the “Company”), a clinical-stage biotechnology company specializing in the development of innovative drugs for the treatment of orphan diseases, in particular in oncology, today announced the launch of a capital increase directed at certain institutional investors located in France and internationally.

 

The funds raised will be used to pursue the development of its orphan oncology programs, as well as for general corporate purposes.

 

Onxeo’s pipeline is made of 3 strategic assets, with the following upcoming milestones:

 

  • • Livatag®, a nanoformulation of doxorubicine (doxorubicine TransdrugTM) currently evaluated in a phase III trial in hepatocellular carcinoma; the first readout of the Relive phase III trial is expected before the end of September 2017.

 

  • • Beleodaq®, an HDAC inhibitor marketed in the treatment of peripheral T cell lymphoma (PTCL) in the United States; an exploratory preclinical program for other indications is ongoing with first results expected end Q3 2017.

 

  • • AsiDNATM, a first-in-class product that prevents the repair of tumor DNA; initial preclinical results of systemic administration (IV) are expected during the summer which would enable the initiation of a phase I study at the end of the year.

 

Gross proceeds from the transaction are expected to be approximately 12M€. The Company has announced consolidated cash reserves of 21.7M€ as of end of Q1 2017 and this transaction aims to extend its financial visibility into Q4 2018. The Company is also continuing the optimization of its asset portfolio which could result in additional non-dilutive financing including the monetization of non-strategic assets. This capital raise would correspond to approximately 3 000 000 shares, representing approximately 6.4% of the outstanding share capital of the Company.

 

The capital raise will be made through a share capital increase without preemptive rights to the Company’s existing shareholders, pursuant to the authorization granted via the eighteenth and the twentieth resolutions of the extraordinary shareholders general meeting of the Company dated May 24, 2017 and in accordance with articles L. 225-136 of the French Commercial code (code de commerce) and L. 411-2(II) of the French monetary and financial code (code monétaire et financier).

 

The capital raise will be conducted by way of an accelerated book-build process, which will begin immediately and which is expected to end before markets open tomorrow, and which may close early or be extended. The Company will announce the results of the capital raise as soon as possible after closing of the book-building in a subsequent press release. Settlement and delivery of the new shares and the new shares’ admission to trading is expected to occur on June 22, 2017 on the regulated market of Euronext in Paris and as soon as possible on the regulated market of Nasdaq OMX in Copenhagen (Denmark).

 

The capital raise via the accelerated book-building is open to institutional investors in France, in any Member State of the European Economic Area in accordance with the exemptions of Article 3(2) of the European Directive 2003/71/EC of the European Parliament and European Council (as amended) to the extent they have been transposed by the relevant Member State or, otherwise, in cases not requiring the publication of a prospectus under aforementioned Article 3(2) and/or the applicable regulations in such Member State, and elsewhere outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”). Simultaneously, the Company is undertaking a private placement in the United States to “qualified institutional buyers” as defined in Rule 144A under the Securities Act or to “institutional ‘accredited investors’” as defined in Rule 501(a) thereunder.

 

The capital raise is not subject to a prospectus to be approved by the French financial markets authority (Autorité des marchés financiers).

170619_PR_Private_placement

 

Attention is drawn to the risk factors related to the Company and its activities presented in section 5.5.1.4. of the 2016 reference document filed with the Autorité des marchés financiers on April 24, 2017 under number D.17-0423, which is available on the Autorité des marchés financiers website (www.amf-france.org) or on the Company’s website (www.onxeo.com).

 

Simultaneously with the determination of the final terms and conditions of the capital increase, the Company will enter into a lock-up agreement ending 90 calendar days after the date of the pricing of the offering, subject to certain customary exceptions. Executives and/or directors of the Company have also signed lock-up agreements with regard to the Company’s shares that they hold, for the same period.

 

Guggenheim Securities, LLC and Oddo BHF are acting as Joint Bookrunners.

 

This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.