DBV Technologies Announces Private Placement Financing of $194 Million
09 Juin 2022 - 08:55AM
Montrouge, France, June 9, 2022
DBV Technologies Announces Private
Placement Financing of $194 Million
DBV Technologies (Euronext: DBV – ISIN:
FR0010417345 – Nasdaq Global Select Market: DBVT), a clinical-stage
biopharmaceutical company, today announced an aggregate $194
million private investment in public equity (PIPE) financing
(corresponding to €181 million on the basis of an exchange rate of
$1.0739 = €1.00 published by the European Central Bank on June 8,
2022) from the sale of 32,855,669 ordinary shares, as well as
pre-funded warrants to purchase up to 28,276,331 ordinary shares.
The ordinary shares will be sold to the purchasers at a price per
ordinary share of €3.00 (corresponding to $3.22), and the
pre-funded warrants will be sold to the purchasers at a pre-funded
price of €2.90 (corresponding to $3.11) per pre-funded warrant,
which equals the per share price for the ordinary shares less the
remaining €0.10 exercise price for each such pre-funded warrant.
Gross proceeds from the PIPE financing total approximately $194
million (corresponding to €181 million), before deducting private
placement expenses. The closing of the PIPE financing is subject to
customary closing conditions and is expected to close on June 13,
2022.
The ordinary shares, including the ordinary
shares issuable upon exercise of the pre-funded warrants, have not
been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements. The Company has agreed to file a
registration statement with the Securities and Exchange Commission
registering the resale of the ordinary shares, including the
ordinary shares underlying the pre-funded warrants.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
Goldman Sachs Bank Europe SE and SVB Securities
LLC acted as placement agents in the private placement.Braidwell
LP, funds advised by Baker Bros. Advisors LP and BpiFrance
Participations SA, each a current shareholder of the Company, and
Venrock Healthcare Capital Partners, have subscribed respectively
an aggregate of $11 million, $38 million, $8 million and $30
million of ordinary shares. Braidwell LP, Baker Bros. Advisors LP
and Venrock Healthcare Capital Partners have subscribed
respectively an aggregate of $19 million, $41 million, $28 million
of pre-funded warrants. Other investors in the private placement
include Fairmount, RA Capital Management and Vivo Capital. The
price of the ordinary shares and the price of the pre-funded
warrants was equal to the average of the closing prices of the
Company’s ordinary shares on Euronext Paris over the five (5)
trading days prior to the launch of the global offering (i.e. June
8th, 7th, 6th, 3rd and 2nd), with a premium of 0.8%. The new
ordinary shares and pre-funded warrants will be issued through a
capital increase without shareholders’ pre-emptive rights by means
of a reserved offering to specific categories of investors under
the provision of Article L. 225-138 of the French Commercial Code
and pursuant to the decisions of the Chief Executive Officer dated
June 9, 2022 and the Company’s Board of Directors (Conseil
d’Administration) dated June 8, 2022, in accordance with the
delegations granted pursuant to resolution 18 adopted at the 2022
ordinary and extraordinary meeting of the Company’s shareholders
(Assemblée Générale Mixte) held on May 12, 2022. The
representatives of Baker Bros. Advisors LP and BpiFrance
Participations SA to the Company’s Board of Directors (Conseil
d’Administration) did not take part in the vote on the decisions at
the meeting of the Board of Directors held on June 8, 2022.
Application will be made to list the new
ordinary shares to be issued pursuant to the PIPE financing on the
regulated market of Euronext Paris pursuant to a listing prospectus
subject to the approval by the Autorité des Marchés Financiers
(“AMF”) and comprising (i) the 2021 universal registration document
filed with the AMF on March 9, 2022 (document d’enregistrement
universel 2021) under number D. 22-0081, as completed by an
amendment to the 2021 universal registration document to be filed
with the AMF on June 9, 2022 and (ii) a Securities Note (Note
d’opération), including (iii) a summary of the prospectus. Copies
of the Company’s 2021 universal registration document, as amended,
will be available free of charge at the Company’s head office
located at 177-181 avenue Pierre Brossolette – 92120 Montrouge –
France. The listing prospectus will be published on the AMF’s
website at www.amf-france.org.
About DBV TechnologiesDBV
Technologies is developing Viaskin™, an investigational proprietary
technology platform with broad potential applications in
immunotherapy. Viaskin is based on epicutaneous immunotherapy, or
EPIT™, DBV Technologies’ method of delivering biologically active
compounds to the immune system through intact skin. With this new
class of non-invasive product candidates, the Company is dedicated
to safely transforming the care of food allergic patients. DBV
Technologies’ food allergies programs include ongoing clinical
trials of Viaskin Peanut. DBV Technologies has global headquarters
in Montrouge, France, and North American operations in Basking
Ridge, NJ. The Company’s ordinary shares are traded on segment B of
Euronext Paris (Ticker: DBV, ISIN code: FR0010417345) and the
Company’s ADSs (each representing one-half of one ordinary share)
are traded on the Nasdaq Global Select Market (Ticker: DBVT).
Forward-Looking
Statements This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as “anticipate,” “could,” “expect,”
“look forward,” “target,” “will,” and similar expressions (as well
as other words or expressions referencing future events, conditions
or circumstances) are intended to identify forward-looking
statements. These statements relate to future events and involve
known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be
materially different from any future performances or achievements
expressed or implied by the forward-looking statements. Each of
these statements is based only on current information, assumptions
and expectations that are inherently subject to change and involve
a number of risks and uncertainties. Forward-looking statements
include, but are not limited to, statements related to the
anticipated proceeds to be received in the proposed PIPE financing,
expected timing of closing of the proposed PIPE financing and the
size and completion of the proposed PIPE financing. Detailed
information regarding risk factors that may cause actual results to
differ materially from the results expressed or implied by
statements in this press release may be found in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 9, 2022 and in the Company's 2021 universal
registration document filed with the AMF on March 9, 2022 (document
d’enregistrement universel 2021) under number D. 22-0081, and
subsequent filings made by the Company with the Securities and
Exchange Commission and the AMF. These forward-looking statements
speak only as of the date hereof. The Company disclaims any
obligation to update these forward-looking statements except as
required by law.
Investor ContactAnne PollakDBV
Technologies+1 857-529-2363anne.pollak@dbv-technologies.com
Media
ContactsAngela MarcucciDBV
Technologies+1 646-842-2393
angela.marcucci@dbv-technologies.com
DBV Technologies (EU:DBV)
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