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AB SCIENCE ANNOUNCES A NEW FUNDRAISING OF EUR 12.3 MILLION
·EUR 6.40 million raised through a private placement of 860,220 new ordinary shares at a price of EUR 7.44, representing a 5.5% premium on the last closing price
·EUR 1.23 million raised through the exercise of 449,014 warrants (initially subscribed in connection with the August 2019 private placement)
·EUR 4.70 million raised through the implementation of the financing agreement put in place to pre-finance the 2019 research tax credit
Paris, France – March 2, 2020
AB Science S.A. (the « Company » or « AB Science », Euronext – FR0010557264 – AB) announces today a new fundraising of more than EUR 12.3 million through the success of a private placement, the exercise of warrants (initially subscribed in connection with the August 2019 private placement) and the implementation of the financing agreement put in place to pre-finance the 2019 research tax credit.
AB Science announces today a private placement of new ordinary shares that results in gross proceeds for the Company of approximately EUR 6.40 million
Terms of the private placement
The Company placed a total of 860,220 new ordinary shares by means of a capital increase without shareholders’ preemptive right, which represents approximately 2.07% of the outstanding shares prior to the private placement and a dilution of approximately 2.03% for the existing shareholders.
The price of the private placement was set at EUR 7.44 per share, equal to the volume weighted average price of the last two trading days preceding the pricing date.
In the context of this private placement, the investor has agreed to enter into a 10-year voting agreement with Alain Moussy, acting as reference shareholder.
Settlement-delivery and listing of the new shares
The settlement-delivery of the new ordinary shares is expected to take place at the latest on March 6, 2020. The settlement-delivery is subject to customary closing conditions. The new ordinary shares are expected to be admitted to trade on the regulated market of Euronext Paris under the existing ISIN securities identification code for AB Science's ordinary shares at the latest on March 6, 2020. The new ordinary shares, with a par value of EUR 0.01, will be fungible in all respects with AB Science existing ordinary shares. The private placement is not the subject of a prospectus to be approved by the French market regulator (AMF) or any other regulatory authority.
The private placement was conducted in accordance with Article L. 411‐2, paragraph 1° of the French Monetary and Financial Code pursuant to the 17th and 18th resolutions of the combined shareholders meeting held on June 28, 2019.
AB Science announces today the exercise, for a total amount of approximately EUR 1.23 million, of warrants issued connection with the August 2019 private placement and announced on August 19, 2019
Context of the transaction
The board of AB Science decided, on August 13, 2019, the issuance of new shares with subscription warrants attached by means of a capital increase without shareholders’ preemptive rights in accordance with Article L. 411‐2, paragraph 1° of the French Monetary and Financial Code pursuant to the 17th and 18th resolutions of the combined shareholders meeting held on June 28, 2019. 2,463,054 new shares with subscription warrants attached were subscribed by European and U.S. funds during this private placement.
Each new share with subscription warrants attached is composed of one ordinary share and one warrant to purchase one-half of ordinary shares. Two warrants give the right to subscribe to one additional ordinary share of the Company at an exercise price of EUR 5.50.
This private placement was completed on August 27, 2019.
Nature of the transaction
On February 28, 2020 (after the market close), an investor informed AB Science of his decision to exercise 449,014 warrants subscribed during the August 2019 private placement and to subscribe to 224,507 new ordinary shares for an exercise price of approximately EUR 1.23 million.
This exercise price will be paid, in full, today. The capital raised for a nominal amount of EUR 2,245.07 with a premium of approximately EUR 1.23 million from the issuance of 224,507 new ordinary shares will be completed as soon as the exercise price of approximately 1.23 million will be received by AB Science.
The 224,507 new ordinary shares to be issued by AB Science will represent approximately 0.54% of the outstanding shares before the exercise of the warrants and a dilution of approximately 0.54% for the existing shareholders.
Settlement-delivery and listing of the new shares
The new ordinary shares are expected to be admitted to trade on the regulated market of Euronext Paris under the existing ISIN securities identification code for AB Science’s ordinary shares at the latest on March 6, 2020. The new ordinary shares, with a par value of EUR 0.01, will be fungible in all respects with AB Science existing ordinary shares.
AB Science announces today the implementation, for a total amount of approximately EUR 4.70 million, of the financing agreement put in place to pre-finance the 2019 research tax credit and announced on November 6, 2019.
Context of the transaction
As announced on November 6, 2019, AB Science put in place a financing agreement with an investor to pre-finance the 2019 research tax credit. The drawdown of the funds can only be made at the sole discretion of AB Science.
Nature of the transaction
AB Science decided to implement this financial option for a total amount of approximately EUR 4.70 million. In accordance with the agreement, this amount shall bear interest at the rate of 3 months US LIBOR + 2,50% per year and shall be repay to the investor following the reimbursement of the 2019 research tax credit by the French tax administration, which is expected in the second half of 2020.
Use of proceeds
AB Science intends to primarily use the net proceeds from the transactions described above to fund the Company's general needs and finance its clinical development program. The net proceeds to the Company (for the three transactions described above) are estimated to be approximately EUR 12.0 million.
In France, the offer of AB Science shares described above will take place solely as a private placement, in accordance with Article L. 411-2 of the of the French Monetary and Financial Code and applicable regulations. The offering does not constitute a public offering in France, as defined in Article L. 411-1 of the French Monetary and Financial Code.
With regard to the Member States of the European Economic Area which have transposed Directive 2003/71/CE of the European Parliament and of the Council of November 4, 2003 (as amended in particular by Directive 2010/73/EU, insofar as this directive has been transposed in each of the Member States of the European Economic Area), no action has been taken and will not be taken to allow a public offer of the shares subject of this press release making necessary to publish a prospectus in either of the Member States.
This press release and the information it contains does not, and will not, constitute a public offering to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of AB Science in the United States or any other jurisdiction where restrictions may apply. Shares may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended and applicable State securities laws. AB Science does not intend to register securities or conduct a public offering in the United States.
This 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.
About AB Science
Founded in 2001, AB Science is a pharmaceutical company specializing in the research, development and commercialization of protein kinase inhibitors (PKIs), a class of targeted proteins whose action are key in signaling pathways within cells. Our programs target only diseases with high unmet medical needs, often lethal with short term survival or rare or refractory to previous line of treatment.
AB Science has developed a proprietary portfolio of molecules and the Company’s lead compound, masitinib, has already been registered for veterinary medicine and is developed in human medicine in oncology, neurological diseases, and inflammatory diseases. The company is headquartered in Paris, France, and listed on Euronext Paris (ticker: AB).
Further information is available on AB Science’s website: www.ab-science.com.
Forward-looking Statements - AB Science
This press release contains forward-looking statements. These statements are not historical facts. These statements include projections and estimates as well as the assumptions on which they are based, statements based on projects, objectives, intentions and expectations regarding financial results, events, operations, future services, product development and their potential or future performance. These forward-looking statements can often be identified by the words "expect", "anticipate", "believe", "intend", "estimate" or "plan" as well as other similar terms. While AB Science believes these forward-looking statements are reasonable, investors are cautioned that these forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict and generally beyond the control of AB Science and which may imply that results and actual events significantly differ from those expressed, induced or anticipated in the forward-looking information and statements. These risks and uncertainties include the uncertainties related to product development of the Company which may not be successful or to the marketing authorizations granted by competent authorities or, more generally, any factors that may affect marketing capacity of the products developed by AB Science, as well as those developed or identified in the public documents filed by AB Science, including those listed in the annual financial report and Chapter 4 "Risk Factors" of AB Science reference document filed with the AMF on November 22, 2016, under the number R. 16-078. AB Science disclaims any obligation or undertaking to update the forward-looking information and statements, subject to the applicable regulations, in particular articles 223-1 et seq. of the AMF General Regulations.
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