- A cash position of €14.3 million as of September 30th,
2021
- In addition, a financing of €7 million completed today and
composed of:
- €6 million through the issuance of convertible bonds subscribed
by European investors
- €1 million through the issuance of 107 992 new ordinary shares
to be subscribed by Gerard Soula at a price per share of € 9.26
calculated on the basis of the last three trading days, with no
discount
Regulatory News:
Adocia (Euronext Paris: FR0011184241 – ADOC), a clinical-stage
biopharmaceutical company specialized in the development of
innovative formulations of proteins and peptides for the treatment
of diabetes and other metabolic diseases announced today its third
quarter financial results as well as the completion, today, of a
financing of EUR 7 million.
“Results for the quarter are in line with our operating plan,
with a cash burn for the first nine months of 2021 of EUR 13.8
million", commented Valérie Danaguezian, Chief Financial Officer of
Adocia. "Combined with our current cash position, this EUR 7
million financing strengthens our financial means without taking
into account possible new partnerships.”
“I am very pleased with Vester Finance's participation in this
financing operation which will allow us to accelerate the
development of our most recent innovations while pushing ahead with
partnerships discussions for our flagship products. It is with
confidence that I have personally participated in this financing”,
said Gerard Soula, Chairman and Chief Executive Office of
Adocia.
Third quarter 2021 financial
results
The main financial figures for the quarter are as follows:
Detail of the revenue for the
third quarter of 2021
In thousands of euros, IFRS
standards (unaudited)
09/30/2021 (3 months)
09/30/2020 (3 months)
09/30/2021 (9 months)
09/30/2020 (9 months)
Licensing revenues
106
59
332
682
Research and collaboration
agreements
423
599
Revenue
529
59
931
682
- The Company’s revenue primarily stems from the licensing and
collaboration agreements entered into with Tonghua Dongbao (THDB)
for the development, manufacturing and commercialization of
BioChaperone® Lispro and BioChaperone® Combo in China and other
territories in Asia.
- The revenue recorded in the first nine months of 2021 (EUR 0.9
million) reflects the progress of research and development services
provided by Adocia in connection with the transfer and development
of products, as well as additional services requested by the
partner.
Net Cash Position
The Company had a cash position of EUR 14.3 million as of
September 30, 2021, compared to EUR 28.1 million as of December 31,
2020. Cash consumption for the first nine months of 2021 amounts to
EUR 13.8 million, below last year's level (EUR 15.2 million).
Financial liabilities as of the end of September 2021 amounted
to EUR 28.4 million, compared with EUR 28.2 million as of December
31, 2020. These financial liabilities mainly consist of a EUR 15
million bond issue with IP Fund II in 2019, the State-guaranteed
loan (prêt garanti par l’Etat or PGE) entered into with BPI, HSBC,
BNP and LCL for a total of EUR 7 million, and the bank loan secured
in 2016 to finance the acquisition and renovation of the building
housing the Company's research center and headquarters.
Details of the financing
operation
Today’s financing is carried out through (i) the issuance of
6.568.422 bonds convertible into shares with a par value of EUR 1
each (the "Convertible Bonds") for a total amount of EUR 6
million net subscribed by Vester Finance and two other European
investors and (ii) a share capital increase of EUR 1 million (the
"Capital Increase"), the subscription of which has been
reserved for the benefit of Gérard Soula, Chairman, Chief Executive
Officer and shareholder of the Company, through the issuance of new
ordinary shares.
Neither the Capital Increase nor the issuance of the Convertible
Bonds require or will require the publication of a prospectus
subject to the approval of the Autorité des marchés financiers.
Use of Proceeds
The funds raised will be used to finance the development of new
projects launched by the Company in early 2021, and more
specifically short-acting hormones administered by pumps for the
treatment of obesity.
Terms of the Convertible
Bonds
The issuance of the Convertible Bonds has been decided today by
the Chief Executive Officer of the Company, using the
sub-delegation granted by the Board of Directors on October 7,
2021, itself using the delegation granted by the general meeting of
shareholders of the Company on May 20, 2021 (the "General
Meeting") pursuant to its 20th resolution. This issuance was
carried out in accordance with article L. 225-138 of the French
Commercial Code, with cancellation of the preferential subscription
rights of shareholders in favor of a category of investors meeting
the characteristics determined by the General Meeting1.
These Convertible Bonds were issued at a price equal to 95% of
their nominal value. The Convertible Bonds will not bear interest
and may be converted into ordinary shares at the request of the
holder, at any time and at a subscription price per share (the
"Conversion Price") equal to the lower of (i) EUR 11.87 and
(ii) 93% of the lowest of the daily VWAPs over a period of 15 days
preceding each conversion request, in compliance with the limit set
by the General Meeting2. The Convertible Bonds may also be
converted or redeemed (in cash or in convertible bonds) at the
request of the holder should an event of default occur.
The new shares resulting from the conversion of the Convertible
Bonds will be fully fungible with the existing ordinary shares and
have the same rights.
In the event that the Convertible Bonds have not been fully
converted and/or redeemed at maturity3, they will be fully redeemed
by the Company at 100% of their nominal value.
No application for admission of the Convertible Bonds to listing
on the regulated market of Euronext in Paris will be made.
This transaction has been advised and structured by Vester
Finance, who is also an underwriter of the Convertible Bonds.
Main characteristics of the
Capital Increase
The Chief Executive Officer of the Company, using the
sub-delegation granted by the Board of Directors on October 7,
2021, itself using the delegation granted by the General Meeting
pursuant to its 20th resolution, has also decided today the
issuance of 107 992 New Shares, in accordance with article L.
225-138 of the French Commercial Code, with cancellation of the
preferential subscription rights of the shareholders in favor of
Mr. Gérard Soula.
In accordance with the 20th resolution of the General Meeting,
the Chief Executive Officer has set the subscription price of the
New Shares at €9,26, corresponding to the volume weighted average
price of the last three trading sessions preceding the
determination of the issue price of the New Shares, with no
discount.
The admission of the New Shares to trading on the regulated
market of Euronext in Paris is scheduled for October 29, 2021. They
will be listed on the same quotation line as the existing shares of
the Company (ISIN FR0011184241), will carry dividend rights and
will be immediately assimilated to the existing shares of the
Company.
Shareholding structure of the
Company following the Capital Increase and theoretical impact of
the issuance of the Convertible Bonds
Following the issuance of the Capital Increase, the Company's
share capital will amount to EUR 713 752.10, i.e. 7 137 521
ordinary shares with a nominal value of EUR 0.10 each, representing
approximately 101.54% of the Company's existing share capital.
Prior to the transaction, Mr. Gérard Soula held 12.78% of the
Company's capital, while the Soula family group held 21.55%.
Following the completion of the Capital Increase, Mr. Gérard Soula
will hold 14.10%, and the family group will hold 22.73%.
For illustrative purposes, a shareholder holding 1% of the
Company's share capital before the Capital Increase (on a
non-diluted basis) that has not participated in the transaction
will hold:
- 0.985% of the Company's share capital after the Capital
Increase
- 0.888% after the Capital Increase and assuming that all the
Convertible Bonds are converted on the basis of the Conversion
Price, i.e. EUR 8.39 resulting, for illustrative purposes, in an
issuance of 782 887shares.
Table of the shareholding structure:
Before the Capital
Increase
After the Capital
Increase
After the Capital Increase and
the conversion of the convertible bonds
Nber of shares
% of capital
Nber of shares
% of capital
Nber of shares
% of capital
Soula Family
1 514 683
21,55%
1 622 675
22,73%
1 622 675
20,49%
Gérard Soula
898 463
12,78%
1 006 455
14,10%
1 006 455
12,71%
Olivier Soula
310 040
4,41%
310 040
4,34%
310 040
3,91%
Rémi Soula
288 690
4,11%
288 690
4,04%
288 690
3,64%
Laure Soula
17 490
0,25%
17 490
0,25%
17 490
0,22%
Financial investors
1 155 922
16,44%
1 155 922
16,20%
1 938 809
24,48%
Innobio (a)
671 641
9,55%
671 641
9,41%
671 641
8,48%
Fund BioAM (b)
112 716
1,60%
112 716
1,58%
112 716
1,42%
Subtotal (a)+(b)
784 357
11,16%
784 357
10,99%
784 357
9,90%
Vester Finance
0
0,00%
0
0,00%
782 887
9,88%
Fonds Amundi
1 570
0,02%
1 570
0,02%
1 570
0,02%
Fund Viveris
9 434
0,13%
9 434
0,13%
9 434
0,12%
Oreo Finance
40 561
0,58%
40 561
0,57%
40 561
0,51%
SHAM
320 000
4,55%
320 000
4,48%
320 000
4,04%
Employees
143 140
2,04%
143 140
2,01%
143 140
1,81%
Scientific committee (BSA)
700
0,01%
700
0,01%
700
0,01%
Auto-control
37 199
0,53%
37 199
0,52%
37 199
0,47%
Other shareholders
4 177 885
59,43%
4 177 885
58,53%
4 177 885
52,75%
TOTAL
7 029 529
100,00%
7 137 521
100,00%
7 920 408
100,00%
Risk Factors
The risk factors affecting the Company are presented in section
1.4 of the universal registration document relating to the
financial statements for the year ended December 31, 2020, filed
with the Autorité des marchés financiers on April 20, 2021. The
main risks and uncertainties that the Company may face in the
remaining six months of the financial year are identical to those
presented in the universal registration document available on the
Company's website. Investors are also invited to consider the
following risks: (i) the price of the Company's shares may
fluctuate and fall below the subscription price of the shares
issued within the framework of the Capital Increase, (ii) the
volatility and liquidity of the Company's shares may fluctuate
significantly, (iii) the Company's shares may be sold on the
market, which may have a negative impact on the share price, and
(iv) the Company's shareholders may suffer a potentially
significant dilution resulting from any future capital increase
that may be necessary for the Company's financing.
About Adocia
Adocia is a clinical-stage biotechnology company that
specializes in the development of innovative formulations of
therapeutic proteins and peptides for the treatment of diabetes and
metabolic diseases. In the diabetes field, Adocia’s portfolio of
injectable treatments is among the largest and most differentiated
of the industry, featuring six clinical-stage products and several
pre-clinical products. The proprietary BioChaperone® technological
platform is designed to enhance the effectiveness and/or safety of
therapeutic proteins while making them easier for patients to
use.
Adocia’s clinical pipeline includes five novel insulin
formulations for the treatment of diabetes: two ultra-rapid
formulations of insulin analog lispro (BioChaperone® Lispro U100
and U200), a combination of basal insulin glargine and rapid acting
insulin lispro (BioChaperone® Combo) and two combinations of a
prandial insulin with amylin analog pramlintide (M1Pram and
BioChaperone® LisPram). The clinical pipeline also includes an
aqueous formulation of human glucagon (BioChaperone® Glucagon) for
the treatment of hypoglycemia.
Adocia preclinical pipeline includes bi-hormonal combinations
for diabetes treatment: a combination of aspart rapid acting
insulin analog and pramlintide (BioChaperone® AsPram), a
combination of insulin glargine with GLP-1 receptor agonist
(BioChaperone® Glargine Liraglutide). In addition, there are three
multi-hormonal products for the treatment of obesity: a combination
of glucagon and exenatide (BioChaperone® GluExe), a combination of
pramlintide and exenatide (PramExe) and a triple combination of
pramlintide glucagon exenatide (BioChaperone® PramGluExe).
Adocia recently added a preclinical program to its pipeline with
a cell therapy initiative focused on the development of a hydrogel
scaffold for use in people with type 1 diabetes. The first patent
application supporting this program has been filed.
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 20, 2021 (a copy of which is available at
www.adocia.com), in particular uncertainties that are linked to
research and development, future clinical data, analyses, and the
evolution of the economic context, the financial markets and the
markets in which Adocia operates.
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.
This press release and the information contained herein do not
constitute an offer to sell or the solicitation of an offer to buy
Adocia’s shares in any jurisdiction.
1 i.e. “one or more natural persons or legal entities (including
companies), trusts, and investment funds, or other investment
vehicles, of any form (including, without limitation, any
investment fund or venture capital company, in particular any FPCI,
FCPI or FIP), under French or foreign law, whether or not they are
shareholders in the Company, that habitually invest in the health
or biotechnology sector” 2 i.e. “80% of the volume-weighted average
price of the last three trading sessions preceding the conversion
request"” 3 The initial maturity is 24 months, extendable under
certain conditions.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211026006142/en/
Adocia Gérard Soula CEO
contactinvestisseurs@adocia.com Ph: +33 4 72 610 610
www.adocia.com
MC Services AG Adocia Press Relations Europe
Raimund Gabriel Managing Partner adocia@mc-services.eu Ph:
+49 89 210 228 0
The Ruth Group Adocia Investor Relations USA
Daniel Kontoh-Boateng Assistant Vice-President
dboateng@theruthgroup.com Ph.: +1 862 213 1398
Adocia (EU:ADOC)
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