Onxeo successfully raises €15 Million with US and European investors

Offering upsized in response to investor demand

Paris (France), June 20, 2017 – 08:00 am 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 a capital raise for gross proceeds of approximately EUR 15 million by means of a private placement via an accelerated book-build offering. Guggenheim Securities, LLC and Oddo BHF acted as Joint Bookrunners.

The operation, announced on June 19, 2017, was oversubscribed, bringing the amount raised from 12 M€ initially offered to 15 M€ at 4.25€ per share, representing a discount of 12.6% to the volume weighted average price of the Company’s shares over the 3 last trading days before pricing.

US and European institutional investors specialized in healthcare and biotechnology have participated in the capital raise, significantly reinforcing the Company’s shareholding structure.

"This placement strengthens both our cash position and our institutional shareholder base. With this support from leading healthcare institutions, we will be able to advance the development of our strategic assets", commented Judith Greciet, Chief Executive Officer of Onxeo. "The proceeds from this financing will help complete the development of Livatag® in hepatocellular carcinoma, explore the potential of Beleodaq® in combination, and support the ambitious development plan for AsiDNA™, our first-in-class DNA repair inhibitor."

Key characteristics of the offering

3,529,411 new shares, par value EUR 0.25 each, have been placed with qualified institutional investors in the United States and Europe. The order book was well covered based on strong demand from new and existing investors specialized in healthcare and biotechnology, including Financière de la Montagne, the main shareholder of the Company. 72% of the demand was allocated to US investors.

The new shares, representing approximately 7.5% of the issued share capital of the Company prior to the share capital increase, were issued today by a decision of the Company’s Chief Executive Officer, using the delegations granted by the Boards of Directors on June 15 and June19 , 2017 pursuant to the eighteenth and twentieth resolutions of the extraordinary general meeting of the shareholders of the Company held on 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 was conducted by way of a private placement of new shares via an accelerated book-build offering announced on June 19, 2017.

The issue price of the new shares has been set at EUR 4.25 per share, representing a 12.6% discount to the volume weighted average price of the Company’s shares on the regulated market of Euronext Paris over the 3 last trading days before pricing (i.e. from June 15, 2017 to June 19, 2017 inclusive), which was EUR 4.8645 pursuant to the twentieth resolution of the extraordinary general meeting of the shareholders of the Company held on May 24, 2017.

On an illustrative basis, a shareholder holding 1% of Onxeo’s capital before the offering will now hold a stake of 0.93%.

Use of proceeds

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

Net proceeds will reinforce the cash position of the Company which amounted to EUR 21.7 million at 31 March 2017 and extend the Company’s financial visibility into Q1 2019.

Admission to listing of the new shares

The new shares will carry dividend rights as from their issue date and be immediately fungible in all respects with the Company’s existing shares. They are expected to be admitted to trading under the same code as the existing shares (ISIN FR0011341205) 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 offering is not subject to a prospectus to be approved by the French financial markets authority (Autorité des marchés financiers).

Standstill and lock-up provisions

Onxeo has entered 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.

Risk factors

Attention is drawn to the risk factors related to the Company and its activities presented in section 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).

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