- New investor Redmile Group enters Sensorion’s capital –
existing investors Invus and Sofinnova Partners re-invest
significantly
- New financing will enable the Company to extend its cash runway
until the end of September 2024
- Redmile Group to become a board member as part of the private
placement, in replacement of Bpifrance Investissement whose
permanent representative was Mr. Jean-François Morin
Regulatory News:
Sensorion (FR0012596468 – ALSEN) a pioneering
clinical-stage biotechnology company which specializes in the
development of novel therapies to restore, treat and prevent within
the field of hearing loss disorders, today announced a €35 million
private placement financing reserved to the categories of
beneficiaries (the “Private Placement”) and secured through
the execution by the Company of definitive agreements with Redmile
Group, a US-based healthcare investor, and Sensorion’s existing
shareholders, Invus and Sofinnova Partners for (i) the subscription
by such investors of 107,142,856 ordinary shares newly issued by
the Company (the “New Shares”) at a price per New Share of
€0.28 (the “Subscription Price”) and (ii) the subscription
by Redmile Group of 17,857,143 pre-funded warrants (bons de
souscription d’actions préfinancés) (the "Warrants") against
payment of a pre-funded amount per Warrant of €0.18 (the
“Pre-funded Amount”), one (1) Warrant giving right to one
(1) ordinary share at an exercise price corresponding to the
Subscription Price less the Pre-funded Amount (the “Warrant
Shares”). The Subscription Price for the New Shares represents
a 3.95% discount to the average of the closing prices of the shares
during 5 consecutive trading days (i.e June 27th,28th,29th,30th and
July 3rd 2023) chosen from among the last thirty trading sessions,
which was €0.2915, in accordance with the 13th resolution of the
shareholders’ meeting of the Company held on May 24th, 2023. The
Private Placement is expected to close on August 8th, 2023.
Nawal Ouzren, Chief Executive Officer of Sensorion, said:
“We are thrilled to announce today’s successful capital raise of
EUR 35 million. We are excited to welcome among our shareholders a
new US-based healthcare investor, Redmile Group. At the same time,
the renewed confidence of Invus and Sofinnova Partners means that
Sensorion now has three influential reference shareholders with a
long-term vision. With this strengthened investor base in both the
US and Europe, we now look forward to further develop our first
gene therapy program OTOF-GT into the clinic and accelerate our
second program GJB2-GT preclinical IND enabling activities. This
capital increase will boost our relentless efforts in building a
comprehensive franchise in the treatment of hearing loss caused by
genetic mutations. Last but not least, I would like to thank
Institut Pasteur for their team’s scientific leadership and support
for our gene therapy projects.”
Khalil Barrage, ad interim Chair, Sensorion, said: “We
are very pleased to welcome Redmile Group in Sensorion. We look
forward to partnering with them to build a leading inner ear gene
therapy franchise”.
Redmile Group, said: “We believe gene therapy is a
potentially curative approach for indications with high unmet
medical need. We are pleased to be partnering with the Sensorion
team to advance these programs towards patients with genetic
hearing loss.”
Jean-François Morin, Investment Director at Innobio,
Bpifrance Investissement, said: “ It has been an honour to
represent Bpifrance Investissement at the board of directors of
Sensorion. Over the years Sensorion has been able to develop an
impressive franchise in the treatment of hearing loss caused by
genetic mutations through its collaboration with the Institut
Pasteur. Today, Sensorion is the only European biotech with
multiple gene therapy programs in the field of hearing loss. We are
very proud of this accomplishment. At Bpifrance Investissement and
in particular in our Venture Fund, Innobio, it is our mission to
support companies with high innovation profile and excellence in
development execution. Redmile together with Invus and Sofinnova
Partners will undoubtedly help the Company to pave the way to
success.”
Sensorion Next clinical milestones:
H2 2023 – SENS-401 CIO: NOTOXIS preliminary results H2 2023 –
OTOF-GT: CTA Approvals H1 2024 – SENS-401 in combination with
cochlear implantation: final proof-of-concept clinical data readout
H1 2024 – OTOF-GT: first patient inclusion
Half-year 2023 results is expected to be published by the
Company on September 20th, 2023. Existing cash (and cash
equivalents) of the Company as of June 30th, 2023 amounts, on a
non-audited basis, to €14,4 millions.
Impact on cash flow and use of proceeds
The Company intends to use the net proceeds from the Private
Placement, which amount to circa €33 million (based on the
aggregate Subscription Price and the Pre-funded Amount), to finance
the clinical development of OTOF-GT, the preclinical IND enabling
activities for GJB2-GT as well as for other R&D and corporate
overhead expenses.
Based on its forecasted expenses, cash balance as of June 30th,
2023 as well as the net proceeds from the Private Placement, the
Company believes that, it will able to finance its operations
through the end of September 2024. The company continues to pursue
non-dilutive financing for the other assets.
Main terms of the Private
Placement
Sensorion’s Board of Directors using the delegation of powers
granted by the 13th resolution of the shareholders' general meeting
held on May 24th, 2023 (capital increase with cancellation of
preferential subscription rights in favor of categories of persons
with specific characteristics) and in accordance with article L.
225-138 et seq. of the French Commercial Code (code de commerce),
has decided on August 3, 2023 to complete the issuance of the New
Shares and the Warrants. The New Shares were issued at a price of
€0.28, which represents a 3.95% discount to average of the closing
prices of the shares during 5 consecutive trading days (i.e. June
27th,28th,29th,30th and July 3rd 2023) chosen from among the last
thirty trading sessions, which was €0.2915, in accordance with the
13th resolution of the shareholders’ meeting of the Company held on
May 24th, 2023 and a 12.5% discount to the share price of the last
trading session preceding the Board of Directors held on August
3rd, 2023.
The issuance of the 107,142,856 New Shares will result in an
immediate capital increase of €29,999,999.68 (divided into a
nominal amount of €10,714,285.60 and a total issuance premium of
€19,285,714.08 and corresponding to a nominal value of 10 cent
(€0.1) plus an issuance premium of €0.18 per New Share),
representing approximately 134% of the Company’s share capital and
voting rights outstanding before the Private Placement. In
addition, the exercise of the Warrants and the correlative issuance
of the Warrant Shares, may result in a capital increase up to
€1,785,714.30 (nominal value), representing, together with the
issuance of the New Shares, approximately 156% of the Company’s
share capital and voting rights outstanding before the Private
Placement.
Redmile Group, who is a new shareholder to the Company, will
participate in the Private Placement by acquiring (i) 46,428,571
New Shares for an aggregate Subscription Price of €12,999,999.88
and (ii) 17,857,143 Warrants corresponding to the total number of
Warrants issued in the Private Placement for an aggregate
Pre-funded Amount of €3,214,285.74. The issuance of the Warrants to
the sole benefit of Redmile Group is intended to allow Redmile to
acquire up to 17,857,143 Warrants Shares upon obtaining from the
French Ministry of Economy through an authorization request or
prior notification, in accordance with French regulations regarding
the control of foreign investments in France1, the authorization
(express or tacit) to proceed with the crossing of 25% of the share
capital and/or voting rights of the Company (the “FDI
Clearance”).
Invus and Sofinnova Partners who are existing shareholders and
are also represented on the Board of Directors of the Company, will
participate in the Private Placement for subscription amounts of
€10 million and €7 million respectively, representing,
respectively, 28% and 20% of the aggregate gross amount of the
Private Placement. It is specified that Invus and Sofinnova
Partners, who are also members of Sensorion’s Board of Directors
did not take part in the vote of the Private Placement at the Board
of Directors’ meeting held on August 3rd, 2023.
Following the settlement-delivery expected to occur on August
21st, 2023, the Company's total share capital will be
€18,708,079.40 divided into 187,080,794 ordinary shares, each with
a par value of €0.10 and following, and subject to, the exercise of
Warrants and the issuance of the Warrant Shares, the Company's
total share capital will be increased, and fixed, at €20,493,793.70
divided into 204,937,937 ordinary shares, each with a par value of
€0.10. The New Shares, and as the case may be, the Warrant Shares,
will be fungible with the existing ordinary shares of the Company
and will be admitted to trading on Euronext Growth in Paris under
the ISIN FR0012596468.
Warrant Terms
Each of the Warrants will entitle the holder to subscribe for
one Warrant Share, at an exercise price equal to the Subscription
Price, including issue premium. The terms and conditions of the
Warrants provide that, on the settlement date of the Private
Placement, Redmile Group, as subscriber of all the Warrants, shall
pay the Pre-Funded Amount to the Company2.
The Warrants may be exercised at any time until December 15th,
2023 upon FDI Clearance (if applicable) against payment of the
remaining exercise price, less the Pre-funded Amount.
The Warrants are not transferrable to any third party, except to
any affiliate of the holder. The Warrants will not be listed.
Shareholding Structure after the
Private Placement
On an illustrative basis, a shareholder holding 1% of the
Company's share capital before the Private Placement and who did
not participate in the Private Placement will hold 0.43% of the
Company's share capital after the issuance of the New Shares and
0.39% of the Company's share capital upon issuance of the Warrant
Shares.
To the Company's knowledge, the shareholding structure, on a
non-diluted base, before and after the Private Placement and after
issuance of all the Warrants Shares, breaks down as follows:
Shareholding Structure as of July 31 2023 (non diluted)
Shareholding Structure POST Money(non diluted)
Shareholding Structure POST Money(After Redmile BSA
exercise) Number ofshares Number ofshares (%) Number ofVoting
Rights Number ofVoting Rights (%) Number ofshares Number ofshares
(%) Number ofVoting Rights Number ofVotingRights (%) Number
ofshares Number ofshares (%) Number ofVotingRights Number
ofVotingRights (%) Redmile Group LLC
46,428,571
24.8%
46,428,571
24.8%
64,285,714
31.4%
64,285,714
31.4%
Invus Public Equities
26,490,415
33.14%
26,490,415
33%
62,204,700
33.3%
62,204,700
33.2%
62,204,700
30.4%
62,204,700
30.4%
Sofinnova Partners
15,469,458
19.35%
15,469,458
19%
40,469,458
21.6%
40,469,458
21.6%
40,469,458
19.7%
40,469,458
19.8%
WuXi App Tec
5,249,608
6.57%
5,249,608
7%
5,249,608
2.8%
5,249,608
2.8%
5,249,608
2.6%
5,249,608
2.6%
3SBio
4,055,150
5.07%
4,055,150
5%
4,055,150
2.2%
4,055,150
2.2%
4,055,150
2.0%
4,055,150
2.0%
Innobio
3,499,874
4.38%
3,499,874
4%
3,499,874
1.9%
3,499,874
1.9%
3,499,874
1.7%
3,499,874
1.7%
SONOVA AG
2,941,176
3.68%
2,941,176
4%
2,941,176
1.6%
2,941,176
1.6%
2,941,176
1.4%
2,941,176
1.4%
Inserm Transfert Initiative
982,911
1.23%
982,911
1%
982,911
0.5%
982,911
0.5%
982,911
0.5%
982,911
0.5%
Cochlear
533,755
0.67%
533,755
1%
533,755
0.3%
533,755
0.3%
533,755
0.3%
533,755
0.3%
Sub Total Institutional Shareholders
59,222,347
74.09%
59,222,347
74%
166,365,203
88.9%
166,365,203
89%
184,222,346
89.9%
184,222,346
90.0%
Officers
160,000
0.20%
160,000
0%
160,000
0.09%
160,000
160,000
0.1%
160,000
0.1%
Directors
0
0.00%
0
0%
-
-
-
-
0.0%
-
0.0%
Employees & consulting
0
0.00%
0
0%
-
-
-
-
0.0%
-
0.0%
Treasury shares
158,634
0.20%
158,634
0.00
-
158,634
0.1%
-
0.0%
-
-
-
Free Float
20,396,957
25.52%
20,396,957
26%
20,396,957
10.90%
20,396,957
20,396,957
10.0%
20,396,957
10.0%
TOTAL
79,937,938
79,779,304
100%
187,080,794
187,082,160
204,937,937
100.0%
204,779,303
100.0%
Governance
The Board of Directors has, during its meeting held on August
3rd, 2023, decided the appointment (through cooptation) of Redmile
Group, as member of the Board of Directors in replacement of
Bpifrance Investissement, represented by Mr. Jean-François Morin,
who has resigned from its position as board member.
The Company is currently searching for a high profile executive
with Gene Therapy experience to chair the board of directors as an
independent member. Further information will be provided in due
course.
Settlement of the Private Placement
The admission of the New Shares to trading on the Euronext
Growth market in Paris is scheduled for the time of settlement and
delivery, which is expected to take place on August 8th, 2023.
The New Shares and, as the case may be, the Warrants Shares
(upon exercise of the Warrants in compliance with their terms) will
be immediately assimilated to the Company's existing shares already
traded on Euronext Growth in Paris, and will be able to be traded,
from their issuance, on the same listing line (ISIN code:
FR0012596468).
The Private Placement has not given rise to a prospectus
submitted for approval by the AMF.
Risk Factors
The Company draws the public’s attention to the risk factors
related to the Company and its activities presented in section I.3
of the Rapport financier annuel for the year ended December 31st,
2022, which is available free of charge on the website of the
Company (www.sensorion-pharma.com).
In addition, investors are invited to consider the following
risks: (i) shareholders stake in the Company will be diluted
further to the issuance of the New Shares and Warrants Shares (in
case of exercise of the Warrants) without any possibility for the
shareholders to participate to the Private Placement, (ii) FDI
Clearance could be subject to specific undertakings which may
constitute a constraint for the activities of the Company, (iii)
the market price for the Company's shares may fluctuate and fall
below the subscription price of the shares issued pursuant to the
Private Placement, (iv) the volatility and liquidity of the
Company's shares may fluctuate significantly, (v) sales of the
Company’s shares (including the New Shares and Warrant Shares) may
occur on the market and have a negative impact on the market price
of the shares, and (vi) the Company’s shareholders could undergo a
potentially material dilution resulting from any future capital
increases (including as a consequence of the exercise of all or
part of the Warrants) that are needed to finance the Company.
About Sensorion
Sensorion is a pioneering clinical-stage biotech company, which
specializes in the development of novel therapies to restore, treat
and prevent hearing loss disorders, a significant global unmet
medical need.Sensorion has built a unique R&D technology
platform to expand its understanding of the pathophysiology and
etiology of inner ear related diseases, enabling it to select the
best targets and mechanisms of action for drug candidates.
It has two gene therapy programs aimed at correcting hereditary
monogenic forms of deafness, developed in the framework of its
broad strategic collaboration focused on the genetics of hearing
with the Institut Pasteur. OTOF-GT targets deafness caused by
mutations of the gene encoding for otoferlin and GJB2-GT targets
hearing loss related to mutations in GJB2 gene to potentially
address important hearing loss segments in adults and children. The
Company is also working on the identification of biomarkers to
improve diagnosis of these underserved illnesses.
Sensorion’s portfolio also comprises clinical-stage small
molecule programs for the treatment and prevention of hearing loss
disorders.
Sensorion’s clinical-stage portfolio includes one Phase 2
product: SENS-401 (Arazasetron) progressing in a planned Phase 2
proof of concept clinical study of SENS-401 in Cisplatin-Induced
Ototoxicity (CIO) and, with partner Cochlear Limited, in a study of
SENS-401 in patients scheduled for cochlear implantation. A Phase 2
study of SENS-401 was also completed in Sudden Sensorineural
Hearing Loss (SSNHL) in January 2022.
www.sensorion.com
Label: SENSORION ISIN: FR0012596468 Mnemonic:
ALSEN
Disclaimer
This press release contains certain forward-looking statements
concerning Sensorion and its business. Such forward looking
statements are based on assumptions that Sensorion considers to be
reasonable. However, there can be no assurance that such
forward-looking statements will be verified, which statements are
subject to numerous risks, including the risks set forth in the
2022 full year financial report published on March 30, 2023, and
available on our website and to the development of economic
conditions, financial markets and the markets in which Sensorion
operates. The forward-looking statements contained in this press
release are also subject to risks not yet known to Sensorion or not
currently considered material by Sensorion. The occurrence of all
or part of such risks could cause actual results, financial
conditions, performance or achievements of Sensorion to be
materially different from such forward-looking statements. This
press release and the information that it contains do not
constitute an offer to sell or subscribe for, or a solicitation of
an offer to purchase or subscribe for, Sensorion shares in any
country. The communication of this press release in certain
countries may constitute a violation of local laws and regulations.
Any recipient of this press release must inform oneself of any such
local restrictions and comply therewith.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy ordinary shares of the Company, and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of that jurisdiction.
This announcement 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”).
In France, the Private Placement described above took place
solely as a placement to a category of institutional investors, in
accordance with Article L. 225-138 of the “Code de commerce” and
applicable regulations.
With respect to Member States of the European Economic Area
(including France), no action has been taken or will be taken to
permit a public offering of the securities referred to in this
press release which would require the publication of a prospectus
(pursuant to article 3 of the Prospectus Regulation) in any Member
State.
This press release and the information it contains is not an
offer to sell, nor the solicitation of an offer to subscribe for or
buy, New Shares, Warrants or Warrant Shares in the United States or
any other jurisdiction where restrictions may apply including
notably Canada, Australia or Japan. Securities may not be offered
or sold in the United States absent registration under the
Securities Act or an exemption from registration thereunder.
Sensorion does not intend to register the New Shares under the
Securities Act or conduct a public offering of the New Shares in
France, the United States, or in any other jurisdiction.
This communication is being distributed only to, and is directed
only at (a) persons outside the United Kingdom, (b) persons who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (c)
high net worth entities, and other persons to whom it may otherwise
lawfully be communicated, falling within Article 49(2) of the Order
(all such persons together being referred to as "relevant
persons"). Any investment or investment activity to which this
communication relates is available only to relevant persons and
will be engaged in only with relevant persons. Any person who is
not a relevant person should not act or rely on this communication
or any of its contents.
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.
__________________________
1 Article L. 151-3 and seq., R. 151-3 and seq. of the French
code monétaire et financier and Decree no. 2020-892 of July 22,
2020.
2 It being specified that the Warrants will be repurchased by
the Company in view of cancelling them upon the holder’s option in
the event the FDI Clearance has not been obtained by December 15,
2023 at the latest.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230803449197/en/
Investor Relations Noémie Djokovic, Investor Relations
and Communications Associate ir.contact@sensorion-pharma.com
Press Relations Ulysse Communication Pierre-Louis Germain
/ 00 33 (0)6 64 79 97 51 plgermain@ulysse-communication.com Bruno
Arabian / 00 00(0)6 87 88 47 26
barabian@ulysse-communication.com
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