- A €2 million fundraising for the benefit of:
- Gérard Soula, President, Olivier Soula, Chief Executive
Officer, co-founders, and a member of the Management, for a total
amount of €1 million
- Vester Finance, currently a shareholder of Adocia holding
around 10% of its capital, for a total of €1 million
- Establishment of an equity financing line with Vester Finance1
in the form of a PACEO, which could represent a maximum of 12% of
its capital2, with an initial payment in the form of a current
account advance of €1 million received on signature
- A commitment to retain until June 30, 20243, the existing
shares held prior to the transaction by Gérard Soula, Olivier Soula
and Vester Finance, i.e. a total of 2.9 million shares (20.8% of
existing capital)
- The purpose of these financing operations is to strengthen the
short-term cash position by €3 million, pending the signature of
partnership agreements4 and receipt of Tonghua Dongbao milestones
payments
Regulatory News:
Adocia (Euronext Paris: FR0011184241 – ADOC), a clinical-stage
biopharmaceutical Company focused on the research and development
of innovative therapeutic solutions for the treatment of diabetes
and obesity, today announced that it has obtained two financing
operations, with the issuance of ordinary shares to the benefit of
members of its management team, including the founding Soula
family, and Vester Finance under the form of a capital increase
without shareholders' pre-emptive subscription rights (the
"Capital Increase"), and the implementation of an equity
line financing with Vester Finance in the form of a PACEO (the
“PACEO”) limited to a maximum of 12% of its capital2.
Use of Proceeds
The Company currently has a cash position of €8.1 million,
enabling it to finance its activities until August 2024, without
taking into account the proceeds of this financing operation and
incomes from existing or future partnerships.
With an additional €3 million in cash received on the signing of
this transaction, the Company's cash horizon has been extended to
November 2024, and extends to the third quarter of 2025, taking
into account the use of the entire PACEO5.
The Company is still in exclusive negotiations with Sanofi with
a view to a global partnership on M1Pram, and is expecting two
milestone payments of €10 million each in the second half of 2024,
linked to the progress of its two projects BioChaperone® Lispro and
BioChaperone® Combo in partnership with Tonghua Dongbao.
The funds raised through the Capital Increase and the PACEO will
be used primarily for the development of AdoShell® Islets and
M1Pram, and to help finance the Company's operating needs.
"We are delighted to complete these two transactions in
partnership with Vester Finance, as they are the largest
shareholder of the Company after the Soula family, and share same
ambitions for Adocia's success," says Olivier Soula, Chief
Executive Officer of Adocia, "We are thus strengthening our cash
position and extending our financial visibility with guaranteed
optional financing that will be used with the utmost caution and
according to our needs, pending the signature of partnerships. The
commitment of the two main shareholders to participate in this
capital increase without discount, to maintain their existing
positions and to carefully manage the PACEO should be seen as a
guarantee of sound management and confidence in Adocia's short- and
medium-term future.”
Main characteristics of the Capital Increase
The Company's Chief Executive Officer, making use of the
sub-delegation granted to him by the Board of Directors on March
08, 2024, itself making use of the delegation granted to him by the
General Meeting of Shareholders of the Company on May 11, 2023 (the
"General Meeting") under its 22nd resolution6, today decided
to issue 207,683 new shares, on the basis of Article L. 225-138 of
the French Commercial Code, with preferential subscription rights
waived for Gérard Soula, Olivier Soula, a member of Adocia's
management team and Vester Finance.
In accordance with the 22nd resolution of the General Meeting,
the Chief Executive Officer has set the subscription price for the
new shares at €9.63, corresponding to the volume-weighted average
share price for the three trading days preceding the setting of the
issue price, without any discount.
The new shares are due to be admitted to trading on the Euronext
regulated market in Paris on March 25, 2024. They will be listed on
the same quotation line as the Company's existing shares (ISIN
FR0011184241), will carry dividend rights and will be immediately
assimilated to the Company's existing shares.
Main terms of the PACEO
Under the terms of the agreement signed on March 21, 2024,
Vester Finance has undertaken to subscribe for a maximum of
1,700,000 shares in the Company, representing up to 12.07% of the
share capital, at its own initiative, over a maximum period of 24
months, subject to certain customary contractual conditions.
New shares will be issued on the basis of the average market
price preceding each issue7, reduced by a maximum discount of 5%,
in accordance with the price and ceiling rules set by the General
Meeting as per the 23rd resolution6, 8. The subscription price will
be paid in priority by offsetting receivables against the advance
granted by Vester Finance. Vester Finance will receive a commission
of 2.0% on the proceeds of the issue.
The Company has undertaken to use a minimum of €2 million of the
financing facility, corresponding, at the current share price, to a
dilution of around 1.54%, beyond which the Company will have the
option of suspending or terminating this agreement at any time and
at no cost.
This operation was decided by the Chief Executive Officer acting
on a delegation of authority from the Company's Board of Directors
in accordance with the 23rd resolution of the Annual General
Meeting, in order to enable the issue of 547,740 shares,
corresponding to the number of shares remaining available under the
terms of the 23rd resolution of the Annual General Meeting9. At the
next Annual General Meeting, shareholders will be asked to delegate
their powers to the Company's Board of Directors to issue the
remaining portion of the PACEO (representing a maximum of 1,152,260
shares) exclusively to Vester Finance. The Soula family will
support this initiative.
This equity financing line was structured and underwritten by
Vester Finance, a European company that usually invests in
small-cap growth companies, particularly in the healthcare and
biotech sectors. Vester Finance, acting here as an investor, may be
required to resell all or part of the shares subscribed under the
PACEO at some point in the future.
Assuming full utilization of this financing facility, a
shareholder holding 1.00% of the Company's share capital before the
facility was set up would see his stake fall to 0.892% of the share
capital on a non-diluted basis10, and 0.894% of the share capital
on a diluted basis11. Based on the current share price, the total
amount of net financing would represent €15.1 million12.
This transaction does not give rise to the preparation of a
prospectus subject to the approval of the Autorité des Marchés
Financiers (AMF), on the basis of Article 1 of Regulation (EU)
2017/1129 as amended (Prospectus Regulation), granting an exemption
when a transaction involves a dilution of less than 20% of the
Company's share capital over a 12-month period.
The number of shares issued under this agreement and admitted to
trading will be disclosed on the Company's website.
Theoretical impact of the Capital Increase and PACEO
Following completion of the Capital Increase and the PACEO, the
Company's share capital will amount to €1,599,761.30, divided into
15,997,613 ordinary shares with a par value of €0.10 each.
Prior to the transaction, the Soula family group held 10.63% of
the Company's capital and 16.38% of the voting rights, and Vester
Finance 10.17% and 8.83% of the voting rights.
After completion of the capital increase, the Soula family group
will hold 10.95% and 16.58% of the voting rights and Vester Finance
10.74% and 9.35% of the voting rights.
By way of illustration, a shareholder holding 1% of the
Company's share capital before the Capital Increase (on a
non-diluted basis) and who did not take part in the transaction
will hold:
- 0.985% of the Company's share capital after
the Capital Increase; - 0.881% after the Capital Increase and
assuming that the is PACEO fully used.
Shareholder structure:
Before the Capital
Increase
After the Capital
Increase
After the Capital Increase and
the utilization of PACEO
Nber of shares
% of capital
% of voting rights (1)
Nber of shares
% of capital
% of voting rights (1)
Nber of shares
% of capital
% of voting rights (1)
Soula Family (2)
1 497 416
10,6%
16,4%
1 564 913
10,9%
16,6%
1 564 913
9,8%
15,0%
Gérard Soula (*)
1 187 226
8,4%
12,6%
1 239 147
8,7%
12,7%
1 239 147
7,7%
11,5%
Olivier Soula (*)
310 190
2,2%
3,8%
325 766
2,3%
3,9%
325 766
2,0%
3,5%
Financial investors
2 508 847
17,8%
18,7%
2 612 689
18,3%
19,1%
2 612 689
16,3%
17,3%
Vester Finance
1 432 432
10,2%
8,8%
1 536 274
10,7%
9,4%
1 536 274
9,6%
8,5%
Innobio (a)
138 006
1,0%
1,7%
138 006
1,0%
1,7%
138 006
0,9%
1,5%
FPS Bpifrance Innovation I
(c)
550 660
3,9%
3,4%
550 660
3,9%
3,4%
550 660
3,4%
3,0%
Sub-total Bpifrance
(a)+(b)+(c)
688 666
4,9%
5,1%
688 666
4,8%
5,0%
688 666
4,3%
4,6%
Fund Amundi
1 570
0,0%
0,0%
1 570
0,0%
0,0%
1 570
0,0%
0,0%
Fund Viveris
25 618
0,2%
0,3%
25 618
0,2%
0,3%
25 618
0,2%
0,3%
Oréo Finance
40 561
0,3%
0,5%
40 561
0,3%
0,5%
40 561
0,3%
0,4%
SHAM (3)
320 000
2,3%
3,9%
320 000
2,2%
3,9%
320 000
2,0%
3,5%
Employees
227 552
1,6%
2,0%
263 896
1,8%
2,2%
263 896
1,6%
2,0%
Scientific Committee (BSA)
700
0,0%
0,0%
700
0,0%
0,0%
700
0,0%
0,0%
Autocontrol (4)
6 474
0,0%
0,0%
6 474
0,0%
0,0%
6 474
0,0%
0,0%
Other Shareholders (5)
9 848 941
69,9%
62,9%
9 848 941
68,9%
62,1%
11 548 941
72,2%
65,7%
TOTAL
14 089 930
100,0%
100,0%
14 297 613
100,0%
100,0%
15 997 613
100,0%
100,0%
* Directors of the Company
- All fully paid-up shares (irrespective of class) registered in
the name of the same shareholder for at least two years carry
double voting rights in relation to the percentage of share capital
they represent.
- On October 10, 2023, the Company was informed of the exit of
Rémi Soula and Laure Soula from the Soula family group, by means of
a declaration of threshold crossing.
- SHAM: Société Hospitalière d'Assurance Mutuelles.
- Treasury shares held under the liquidity contract with Kepler
Cheuvreux.
- Including bearer shares held by the Company's historical
financial investors (including shares from the utilization of
PACEO).
Risk factors
The risk factors affecting the Company are presented in section
1.4 of the Company's universal registration document filed with the
AMF on April 26, 2023 under number D. 23-0346, as updated by the
first amendment to the universal registration document filed on
July 26, 2023 under number D. 23- 0346-A01 filed with the AMF and
the second amendment to the universal registration document filed
with the AMF on September 13, 2023 under number D. 23-0346-A02,
these documents being available free of charge on the Company's
website at www.adocia.com/fr/investisseurs, and on the AMF website
at www.amf-france.org.
The sale of shares on the market is likely to have an impact on
the volatility and liquidity of the stock, as well as on the
Company's share price13.
Investors' attention is also drawn to the fact that the
Company's Shareholders' Meeting could refuse to delegate its powers
to the Board of Directors for the purpose of implementing the
balance of the PACEO, which would notably have a negative impact on
the Company's financing requirements and medium-term liquidity
horizon.
About Adocia
Adocia is a biotechnology company specializing in the discovery
and development of therapeutic solutions in the field of metabolic
diseases, primarily diabetes and obesity.
The company has a broad portfolio of drug candidates based on
four proprietary technology platforms: 1) The BioChaperone®
technology for the development of new generation insulins and
products combining insulins with other classes of hormones; 2)
AdOral®, an oral peptide delivery technology; 3) AdoShell®, an
immunoprotective biomaterial for cell transplantation, with an
initial application in pancreatic cells transplantation; and 4)
AdoGel®, a long-acting drug delivery platform.
Adocia holds more than 25 patent families. Based in Lyon, the
company has about 80 employees. Adocia is listed on the regulated
market of EuronextTM Paris (Euronext: ADOC; ISIN:
FR0011184241).
Disclaimer
This press release contains certain forward-looking statements
concerning Adocia and its business. Such forward-looking statements
are based on assumptions that Adocia considers as being reasonable.
However, there can be no guarantee that the estimates contained in
such forward-looking statements will be achieved, as such estimates
are subject to numerous risks including those which are set forth
in the “Risk Factors” section of the universal registration
document that was filed with the French Autorité des marchés
financiers on April 26, 2023 updated by the amendment of 26 July
2023 (D.23-0346-A01) and amendment of 13 September 2023
(D.23-0346-A02), available at www.adocia.com, in particular
uncertainties inherent in research and development, future clinical
data, analyses, and the evolution of the economic context, the
financial markets and the markets in which Adocia operates, which
could impact the Company's short-term financing requirements and
its ability to raise additional funds.
The forward-looking statements contained in this press release
are also subject to risks not yet known to Adocia or not considered
as material by Adocia as of this day. The occurrence of all or part
of such risks could cause that actual results, financial
conditions, performances, or achievements of Adocia be materially
different from those mentioned in the forward-looking
statements.
1 Vester Finance and its manager have carried out more than 100
equity financing operations (PACEO) in 20 years of experience. 2 a
non-diluted basis (i.e. excluding dilutive instruments granted to
the Company's officers and employees). 3 Subject to certain
exceptions. 4 See Company press release dated July 5, 2023. 5 Based
on current market price. 6 The 22 and 23rd resolutions target
specific categories of person: investors active in the healthcare
or biotech sectors (22nd) and strategic or financial partners
(23rd). 7 Lower of the two daily volume-weighted average prices
over the period immediately preceding each issue. 8 Under this
authorization, the issue price of the shares must be "at least
equal to the volume-weighted average of the prices quoted for the
shares over the three trading days preceding the setting of the
issue price, possibly reduced by a maximum discount of 20%". 9
Authorization to increase the Company's capital, without
shareholders' pre-emptive subscription rights being maintained, for
the benefit of a category of persons with defined characteristics.
10 On the basis of the 14,089,930 shares currently comprising the
share capital. 11 On the basis of the 14,337,252 shares, i.e.
247,322 shares could be issued on exercise of the dilutive
instruments issued by the Company to date. 12 Value of shares
issued, in the event of full utilization of the financing facility,
after deduction of the maximum discount of 5% and the variable
commission of 2% based on the lowest WVAP of the last two trading
sessions, i.e. gross income of €15.4m, commission of €0.3m and net
income of €15.1m. 13 Source Vester Finance: As of December 31,
2023, over the last 26 similar equity line transactions (PACEO)
carried out by Vester Finance, company share prices have risen by
an average of +12% and market capitalizations by +43%.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240321221306/en/
Adocia Olivier Soula CEO contactinvestisseurs@adocia.com
+33 (0)4 72 610 610 www.adocia.com Ulysse Communication Adocia
Relations Presse et Investisseurs Pierre-Louis Germain Bruno
Arabian adocia@ulysse-communication.com + 33 (0)6 64 79 97 51
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