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Press Release

Bone Therapeutics Successfully Raises EUR 19.45 Million of Commitments in Convertible Bond Placement


Posted on: 07 Mar 18

Regulated Information - Inside Information - 7 March 2018 - 4 pm CET

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Bone Therapeutics Successfully Raises EUR 19.45 Million of Commitments in Convertible Bond Placement

Gosselies, Belgium, 7 March 2018, 4 pm CET - Bone Therapeutics (Euronext Brussels and Paris: BOTHE), the bone cell therapy company addressing high unmet medical needs in orthopaedics and bone diseases (the "Company"), today announces that it has successfully placed senior, unsecured Convertible Bonds (the "CBs") with a total commitment of EUR 19.45 million via a private placement.

Thomas Lienard, Chief Executive Officer of Bone Therapeutics, commented: "I am very pleased to announce this successful placing today which will support us in the development of our unique pipeline of cell therapy products. We are delighted by the level of interest and support we have received from international and local investors, further validating the potential of our novel cell therapy platform. Following the positive interim data from our trials with our allogeneic product ALLOB® for delayed union fractures and spinal fusion, we are increasingly confident about the potential of our products to address these large markets and make a real difference to the lives of patients. We will continue to fully focus on delivering on our clinical development strategy and look forward to further value inflection points later in 2018."

Bone Therapeutics intends to use the net proceeds of the Offering for:

  • Finalising the Phase I/IIA delayed-union trial (ALLOB®) and beginning recruitment of the next phase (approx. 20% of the net proceeds);
  • Finalising the Phase IIA lumbar spinal fusion trial (ALLOB®) and initiating the groundwork for the next phase (in vivo, EU & US clinical and regulatory preparation) (approx. 20% of the net proceeds);
  • Further patient enrolment of the Phase III osteonecrosis trial (PREOB®) with completion of the interim analysis and continued follow-up (approx. 20% of the net proceeds);
  • Optimization and scale-up for the allogeneic product (approx. 20% of the net proceeds); and
  • Other and general corporate expenses

As a result of the successful completion of the Offering, the Company expects to have sufficient cash to meet its present requirements and to carry out its strategic objectives and cover its working capital needs for a period until the end of Q3 2019.

The CBs will be in registered form, denominated EUR 2,500 each. The CBs will not bear any coupon and have a maturity date of twelve months after issuance. The CBs are convertible to ordinary shares at CB holders' convenience before maturity or are automatically converted at maturity date at the Conversion Price. The Conversion Price will be equal to 92% of the Volume-Weighted-Averaged-Price of the Company's shares as provided by Bloomberg LP of the day immediately preceding CB holder's request of conversion or maturity date, but not lower than the par value (EUR 2.14) of the Company's share. Upon conversion of the CBs, the new shares issued shall immediately bear the same right of all other existing shares and could be traded on the Euronext stock exchanges in Brussels and in Paris. The Company has the right to redeem the CB at a price of EUR 2,577.31 instead of issuing new shares.

Each subscribed CB is accompanied by 19 bond warrants (the "Bond Warrants") in registered form with a warrant term of 19 months. Each Bond Warrant entitles its holder to subscribe to one CB and can be exercised at an exercise price of EUR 2,500 per CB at the request of the warrant holder at any time during the warrant term. The warrant holders are obliged to exercise at least one of the 19 Bond Warrants each 30 calendar days.

A total amount of EUR 19.45 million in committed capital has been subscribed during the Offering. Part of the investors have decided to immediately exercise warrants resulting in an immediate gross proceed of about EUR 6.58 million and 565,773 new shares to be created, increasing the total outstanding shares from 6,849,654 to 7,415,427 ordinary shares. The remaining warrants will be exercised providing an additional proceed of EUR 12.87 million over a maximum period of 19 months.

The Convertible Bonds were offered through an accelerated bookbuilding offering, open to institutional investors and such other investors as permitted under applicable private placement exceptions only. Bryan, Garnier & Co. acted as Sole Bookrunner for the Offering.

About Bone Therapeutics

Bone Therapeutics is a leading cell therapy company addressing high unmet needs in orthopaedics and bone diseases. Based in Gosselies, Belgium, the Company has a broad, diversified portfolio of bone cell therapy products in clinical development across a number of disease areas targeting markets with large unmet medical needs and limited innovation.

Bone Therapeutics' technology is based on a unique, proprietary approach to bone regeneration, which turns undifferentiated stem cells into "osteoblastic", or bone-forming cells. These cells can be administered via a minimally invasive procedure, avoiding the need for invasive surgery.

The Company's primary clinical focus is ALLOB®, an allogeneic "off-the-shelf" cell therapy product derived from stem cells of healthy donors, which is in Phase II studies for the treatment of delayed-union fractures and spinal fusion. The Company also has an autologous bone cell therapy product, PREOB®, obtained from patient's own bone marrow and currently in Phase III development for osteonecrosis of the hip.

Bone Therapeutics' cell therapy products are manufactured to the highest GMP standards and are protected by a rich IP estate covering nine patent families. Further information is available at: www.bonetherapeutics.com.

Contacts

Bone Therapeutics SA
Thomas Lienard, Chief Executive Officer
Jean-Luc Vandebroek, Chief Financial Officer
Tel: +32 (0)2 529 59 90
investorrelations@bonetherapeutics.com

For Belgium and International Media Enquiries:
Consilium Strategic Communications
Amber Fennell, Jessica Hodgson, Hendrik Thys and Lindsey Neville
Tel: +44 (0) 20 3709 5701
bonetherapeutics@consilium-comms.com

For French Media and Investor Enquiries:
NewCap Investor Relations & Financial Communications
Pierre Laurent, Louis-Victor Delouvrier and Nicolas Merigeau
Tel: + 33 (0)1 44 71 94 94
bone@newcap.eu

Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the Company or, as appropriate, the Company directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forward looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person's officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.

No communication and no information in respect of the Offering may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The Offering may be subject to specific legal or regulatory restrictions in certain jurisdictions. Bone Therapeutics SA and Bryan, Garnier & Co. take no responsibility for any violation of any such restrictions by any person. Any persons reading this announcement should inform themselves of and observe any such restrictions.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of Bone Therapeutics SA in the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The shares that are to be sold in the Offering (the "Sale Shares") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Sale Shares referred to in this announcement is being made in the United States or elsewhere.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC, as implemented in each member state of the European Economic Area, and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member State of the European Economic Area (together, the "Prospectus Directive") nor within the meaning of Regulation EU 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/CE (the "Prospectus Regulation").

This announcement does not, and shall not, in any circumstances, constitute a public offering, nor a public offer to sell or to subscribe for, nor a public solicitation to offer to purchase or to subscribe for, securities in any jurisdiction. No action has been taken by Bone Therapeutics SA or Bryan, Garnier & Co. or any of their respective affiliates to permit a public offering of the securities described in this announcement or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

With respect to the member states of the European Economic Area which have implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the shares of Bone Therapeutics SA requiring a publication of a prospectus in any Relevant Member State. As a consequence, the shares of Bone Therapeutics SA may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Directive.

This announcement does not constitute a public offering of securities in the United Kingdom. In the United Kingdom, this document is directed only at Qualified Investors, being persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) "high net worth entities", "unincorporated associations" and to other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order and (iii) to other persons to whom this announcement may be lawfully communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, any person who is not a relevant person should not act or rely on this announcement or any of its contents. In any EEA state other than the United Kingdom, this announcement should be relied upon only by Qualified Investors. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Bryan, Garnier & Co. Ltd. which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for the Company and no one else in connection with the Offering. In connection with such matters, the Sole Bookrunner, its affiliates and its respective directors, officers, employees and agents will not regard any other person as its client, nor will they be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Offering or any other matters referred to in this announcement.

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Last updated on: 08/03/2018

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