- Extension of the Company's cash runway to early 2024
- Active work on other financing solutions and measures to extend
this horizon
- Confirmation of Aeson®’s early sales momentum
Regulatory News:
NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
CARMAT (FR0010907956, ALCAR), designer and developer of the
world's most advanced total artificial heart, aimed at providing a
therapeutic alternative for patients suffering from advanced
biventricular heart failure (the "Company" or
"CARMAT"), today announced the completion of a capital
increase for a total amount of €7 million, subscribed in its vast
majority by several of its historical financial shareholders
("Capital Increase").
Stéphane Piat, Chief Executive Officer of CARMAT,
comments: "As the early momentum of Aeson® sales bas been
confirming in recent weeks, I am delighted by the confidence in our
project, demonstrated by three of our long-standing shareholders
(Lohas, Santé Holdings and Therabel Invest). Their financial
support will enable us to continue the deployment of our strategic
plan over the coming months, and particularly to support the
acceleration of our sales and our EFICAS clinical trial in
France.
We are also very actively working on other financing solutions
and measures which, combined with a strict financial discipline,
should enable us to further extend our financial visibility.
We are confident in the robustness and safety of our artificial
heart, and in its strong potential, and are determined to lead
CARMAT to commercial success and profitability, with the support of
our teams, shareholders and partners, for the benefit of patients
suffering from advanced biventricular heart failure."
Use of proceeds from the Capital
Increase
As announced at the time of publication of its 2023 half-year
results, the Company anticipates:
- growth in European sales, with revenue of around €4 to 6
million in the 2nd half of 2023, followed by a sharp increase in
2024;
- production capacity of 500 hearts per year by the end of
2023;
- 30 operational centers for commercial implants by the end of
2023;
- ramp-up of implants in the EFICAS study in France;
- US "PMA” application by the end of 2026.
To date, the early sales momentum has been confirmed, with a
pace of one implant per week achieved over the past three
weeks.
The Company plans to use the proceeds of the Capital Increase to
support its activities over the coming months, and more
specifically to develop its sales and continue its clinical
trials.
Given its sales forecasts and efforts to control costs, CARMAT
estimates its financing horizon to the beginning of 2024.
Meanwhile, the Company intends to implement rigorous financial
discipline, and is very actively working on other financing
solutions and measures, in order to strengthen its financial
structure and alleviate its cash constraints.
Based on its business plan, the Company estimates that it will
have to secure around €50 million in additional financing to cover
its operations and investments until the end of October 20241,
amount to which should be added €14.7 million corresponding to the
first tranche of the EIB2 loan (principal and interest), which is
due on January 31, 2024.
Main terms of the Capital
Increase
The Board of Directors of CARMAT, making use of the delegation
of authority granted to it under the Resolution 16 of the Company's
Combined General Meeting of May 11, 2023 (rights issue in favor of
categories of persons meeting specified characteristics (i.e.
individuals, French or foreign companies or investment funds
investing on a regular basis, or having invested more than 2
million euros over the 36 months preceding the issue in question,
in the life sciences and technologies sector)) (the "AGM")
and in accordance with articles L. 225-138 et seq. of the French
Commercial Code, decided on October 15, 2023 to carry out a capital
increase of €7.0 million, through the issue of 1,944,442 new shares
with a par value of €0.04 each (the "New Shares") at a price
of €3.60 and set the period for subscribing and paying in funds at
one week.
The subscription price corresponds to the closing price on
October 13, 2023. It represents 94.1% of the volume-weighted
average price of CARMAT shares over the 5 trading days prior to the
pricing of the issue.
The existing shareholders Lohas SARL, Santé Holdings SRL and
Therabel Invest SARL, holding respectively 8.3%, 8% and 2.4% of the
share capital, subscribed to the Capital Increase for an amount of
3.75 million euros, 2.5 million euros and 500,000 euros
respectively. Olivier Revol also participated to the to the round
for an amount of 250,000 euros.
It is specified that the subscribers who are also directors on
CARMAT's Board of Directors did not take part in the vote on the
Capital Increase at the Board of Directors' meeting on October 15,
2023.
Impact of the issue on the breakdown of
share capital
The new shares represent approximately 8.5% of the Company's
share capital, on a non-diluted basis, before completion of the
Capital Increase and 7.8% of the Company's share capital, on a
non-diluted basis, after completion of the Capital Increase.
Thus, a shareholder holding 1% of the issued capital before the
transaction will hold 0.92% of the capital after the
transaction.
To the best of the Company's knowledge, the breakdown in share
ownership before and after completion of the Capital Increase is as
follows:
Before the Capital
Increase
(on a non-diluted
basis)
After the Capital
Increase
(on a non-diluted
basis)
Number of
shares
% of capital
Number of
shares
% of capital
Matra Défense SAS (Groupe
Airbus)
2,670,640
11.7%
2,670,640
10.8%
Lohas SARL (Pierre Bastid)
1,905,288
8.3%
2,946954
11.9%
Santé Holdings SRL (Dr Antonino
Ligresti)
1,823,900
8.0%
2,518,344
10.2%
Corely Belgium SPRL (Famille
Gaspard)
880,000
3.9%
880,000
3.6%
Bratya SPRL (Famille Gaspard)
230,000
1.0%
230,000
0.9%
Pr. Alain Carpentier &
Famille
491,583
2.2%
491,583
2.0%
Association Recherche
Scientifique Fondation Alain Carpentier
115,000
0.5%
115,000
0.5%
Therabel Invest SàRL
540,162
2.4%
679,050
2.7%
Cornovum
458,715
2.0%
458,715
1.9%
François IV SAS
319,898
1.4%
319,898
1.3%
Self-retention
7,565
0.03%
7,565
0.03%
Floating
13,400,843
58.7%
13,470,287
54.3%
Total
22,843,594
100.0%
24,788,036
100.0%
Admission of new shares
Settlement-delivery of the new shares and their admission to
trading on the Euronext Growth® Paris multilateral trading facility
under ISIN code FR0010907956 are expected to take place no later
than October 23, 2023, on the same quotation line as the Company's
existing ordinary shares. The new shares will carry dividend rights
and will be immediately assimilated to the Company's existing
ordinary shares, will be of the same class and fungible with the
existing shares, and will carry all the rights attached to the
shares.
Following settlement-delivery, CARMAT's share capital will
amount to 991,521.44 euros, divided into 24,788,036 shares.
The Capital Increase does not give rise to a prospectus subject
to the approval of the Autorité des marchés financiers (the
"AMF").
Risk factors relating to the Capital
Increase
The public's attention is drawn to the risk factors relating to
the Company and its business, presented (i) in Chapter 2 of its
2022 universal registration document filed with the Autorité des
marchés financiers on April 21, 2023, available free of charge on
the Company's website (www.carmatsa.com) and the AMF's website
(www.amf-france.org) and (ii) in section 2.4 of the half-yearly
financial report for the six months ended June 30, 2023 published
on the Company's website on September 25, 2023. Investors are also
invited to consider the Company's need to strengthen its capital
base or to raise additional financing, in particular to meet
commitments made to its lenders. The occurrence of any or all of
these risks could have an adverse effect on the Company's business,
financial situation, results, development or prospects.
In addition, investors are invited to consider the following
specific risks:
- the market price of the Company's shares could fluctuate and
fall below the subscription price of the shares issued as part of
the Capital Increase;
- the volatility and liquidity of the Company's shares could
fluctuate significantly;
- sales of the Company's shares could occur on the market and
have an unfavorable impact on the Company's share price;
- the Company's shareholders could suffer potentially significant
dilution as a result of any future capital increases made necessary
by the Company's search for financing; and
- as the securities are not intended to be listed on a regulated
market, investors will not benefit from the guarantees associated
with regulated markets.
This press release does not constitute a prospectus under
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14, 2017, as amended, or an offer to the
public.
***
About CARMAT
CARMAT is a French MedTech that designs, manufactures and
markets the Aeson® artificial heart. The Company’s ambition is to
make Aeson® the first alternative to a heart transplant, and thus
provide a therapeutic solution to people suffering from advanced
biventricular heart failure, who are facing a well-known shortfall
in available human grafts. The world’s first physiological
artificial heart that is highly hemocompatible, pulsatile and
self-regulated, Aeson® could save, every year, the lives of
thousands of patients waiting for a heart transplant. The device
offers patients quality of life and mobility thanks to its
ergonomic and portable external power supply system that is
continuously connected to the implanted prosthesis. Aeson® is
commercially available as a bridge to transplant in the European
Union and other countries that recognize CE marking. Aeson® is also
currently being assessed within the framework of an Early
Feasibility Study (EFS) in the United States. Founded in 2008,
CARMAT is based in the Paris region, with its head offices located
in Vélizy-Villacoublay and its production site in Bois-d’Arcy. The
Company can rely on the talent and expertise of a multidisciplinary
team of circa 200 highly specialized people. CARMAT is listed on
the Euronext Growth market in Paris (Ticker: ALCAR / ISIN code:
FR0010907956).
For more information, please go to www.carmatsa.com and follow
us on LinkedIn.
Name : CARMAT ISIN code :
FR0010907956 Ticker : ALCAR
Disclaimer
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
shares in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
The distribution of this document may, in certain jurisdictions,
be restricted by local legislations. Persons into whose possession
this document comes are required to inform themselves about and to
observe any such potential local restrictions.
This press release 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”). Any decision to purchase shares
must be made solely on the basis of publicly available information
on the Company.
In France, the offer of CARMAT shares described below has been
made within the framework of a capital increase reserved for
investors falling within the category of beneficiaries defined in
the sixteenth resolution of the Company's General Meeting of May
11, 2023, in accordance with article L. 225-138 of the French
Commercial Code and applicable regulatory provisions. Pursuant to
article 211-3 of the General regulations of the French financial
markets authority (Autorité des marchés financiers) (the
"AMF") and articles 1(4) and 3 of the Prospectus Regulation,
the offer of CARMAT shares will not require the publication of a
prospectus approved by the AMF.
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
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 therein does not, and will not,
constitute an offer of securities for sale, nor the solicitation of
an offer to purchase, securities 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 securities of CARMAT
have not been and will not be registered under the Securities Act,
and CARMAT 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.
______________________________
1
I.e., 12 months starting from the
Capital Increase that is the subject of this press release.
2
Under the terms of an agreement
entered into on December 17, 2018, the Company has taken out a loan
with the EIB for €30 million, paid in 3 tranches of €10 million on
January 31, 2019, May 4, 2020 and October 29, 2021. Each tranche to
be repaid, in principal and interest, 5 years after it is disbursed
to the Company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231015654843/en/
CARMAT Stéphane Piat Chief Executive Officer
Pascale d’Arbonneau Chief Financial Officer Tel.: 01 39
45 64 50 contact@carmatsas.com
Alize RP Press Relations
Caroline Carmagnol Tel.: 06 64 18 99 59
carmat@alizerp.com
NewCap Financial Communication & Investor
Relations
Dusan Oresansky Quentin Massé Tel.: 01 44 71 94 92
carmat@newcap.eu
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