Paris (France), Copenhagen (Denmark) – Onxeo S.A. (Euronext Paris, Nasdaq Copenhagen: ONXEO, “Onxeo” or ”the Company”), a biopharmaceutical company specializing in the development of innovative drugs for the treatment of orphan diseases, in particular in oncology, today announced the successful completion of a capital increase of 5,434,783 new ordinary shares for gross proceeds of €12.5 million. Guggenheim Securities, LLC and Oddo & Cie acted as Joint Bookrunners.

Prominent new US and European institutional investors specialized in healthcare and biotechnology have participated in the placement, significantly reinforcing and diversifying the Company’s shareholding structure.

Net proceeds will reinforce the cash position of the Company which will amount to €34.9 million at closing.

The Company intends to use the net proceeds from this capital increase to pursue its R&D programs in the field of innovative therapeutics for rare cancers. More specifically, the Company plans to finance:

• The completion of Phase III ReLive trial for Livatag® as well as pre-clinical studies in combination with this product,
• The first stages of development of AsiDNA^TM, notably the manufacturing process and evaluation of its efficacy using a systemic delivery route,
• The future developments of Beleodaq® including first line PTCL indication, and
• Other working capital and general corporate purposes.

Key upcoming milestones of programs currently funded include:

• Livatag®:

−        Preclinical combination plan

−        Next DSMB for the Phase III trial: Q4 2016

−        Preliminary results of the Phase III trial: expected mid-2017

• Beleodaq®:

−        Preclinical combination study results: end of 2016 and onwards

−        1^st line PTCL Phase III initiation: end of 2016

• AsiDNA^TM:

−        Phase I initiation (monotherapy systemic): expected in 2017

“This placement broadens our European and US shareholder base and includes leading healthcare investors from both regions. We believe the success of this financing reflects the progress we have made advancing the Company and our clinical programs,” said Judith Greciet, CEO of Onxeo. “The proceeds from this financing will enable the Company notably to finalize its development of Livatag®, continue development of Beleodaq® as well as initiate clinical studies of AsiDNA™, our first-in-class signal interfering DNA repair product.”

Key characteristics of the offering

The capital increase, authorized by Judith Greciet, CEO of the Company, on September 30, 2016, acting on the basis of a subdelegation of authority given by the Board of Directors of the Company on September 20, 2016, was reserved for subscription to a category of investors defined by the 17^th resolution of the Shareholders’ General Meeting held on April 6, 2016, i.e. sociétés et fonds d’investissement investissant à titre habituel dans des sociétés de croissance dites « small caps » (c'est-à-dire dont la capitalisation lorsqu’elles sont cotées n’excède pas 1 000 000 000 euros) (en ce compris, sans limitation, tout FCPI, FCPR ou FIP) dans le secteur de la santé ou des biotechnologies participant à l’augmentation de capital pour un montant unitaire d’investissement supérieur à 100 000 euros (prime d’émission incluse), dans la limite d’un maximum de 25 souscripteurs (i.e. companies and investment funds that commonly invest in “small caps” (i.e. if listed, with a maximum market capitalization of €1,000,000,000) (including, without limitation, any mutual fund for investment, venture capital fund, or local investment fund) in the health or biotechnology sector participating in the share capital increase for a unit investment amount of over €100,000 (including issue premium), with a maximum of 25 investors).

The Company issued 5,434,783 new ordinary shares, each with a par value of EUR 0.25, representing 13% of the share capital of the Company. Following settlement and delivery of the offering, which is expected to occur on October 5, 2016, subject to customary conditions, the total issued share capital of the Company will consist of 46,905,643 shares.

The new ordinary shares were subscribed at a price of €2.30 per share, corresponding to a discount level of 25% to the 3 trading day volume weighted average price preceding pricing, in accordance with the 17^th resolution referred to above.

On an illustrative basis, a shareholder holding 1% of Onxeo’s capital before the offering will now hold a stake of 0.9%.

The new ordinary shares bear current dividend eligibility and will be admitted to trading on the regulated market of Euronext Paris and Nasdaq Copenhagen under the ISIN code FR0010095596 on October 5, 2016.

Financière de la Montagne, the largest shareholder of the Company, has subscribed 741,847 shares representing €1.7m, i.e 13.65% of the placement, equal to its stake in the current share capital of the Company, reinforcing its confidence and support in the Company.

Onxeo has agreed to a lock-up on the shares of the Company for a period of 90 calendar days starting on the date hereof, subject to certain customary exceptions. All persons acting on behalf of the Company (i.e. executives and/or directors) have also signed lock-up agreements with regard to the Company's shares that they hold, for the same period.

A listing prospectus comprising the 2015 Reference Document (Document de Référence) of the Company registered with the French Autorité des Marchés Financiers ("AMF") on April 29, 2016 under number D.16-0452, the half-year financial report 2016 published by the Company on July 28, 2016, and a Securities Note (Note d'Opération), including a summary of the prospectus, will be submitted to the visa application with the AMF. The attention of the public is drawn to the risk factors presented in section 5.5.1.4.1 of the 2015 Reference Document and in section 2 of the Securities Note.

This announcement does not constitute a prospectus within the meaning of the Prospectus Directive.

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