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TxCell further improves terms of its OCABSA financing program, subject to closing of its acquisition by Sangamo Therapeutics, Inc.

TxCell
Posted on: 23 Jul 18

Early redemption of part of the outstanding OCA, agreement for Yorkville to convert the balance of its outstanding OCA at a conversion price of EUR 1.50 per share and for TxCell to buy back all outstanding Tranche Warrants and BSA for the lump sum of EUR 1 

 

Valbonne, France, July 23, 2018, 8.30 am CEST – TxCell SA (FR0010127662 – TXCL), a developer of cellular immunotherapies based on regulatory T cells (Tregs) for inflammation, autoimmunity and transplantation, today announces it has reached an agreement with Yorkville to further improve the terms of its OCABSA financing program. 

 

The OCABSA financing program consists of monthly instalments for a maximum nominal amount of EUR 1.2 million each [1] at TxCell’s sole discretion, for a total potential fundraising of up to EUR 20 million, through the exercise by Yorkville, upon request of TxCell, of warrants (“Tranche Warrants”) giving access to notes (“OCA”) with share subscription warrants attached (“BSA”).

 

To date, TxCell has used EUR 11.6 million of the EUR 20 million facility, of which 56 OCA (representing a nominal amount of EUR 5.6 million) have not yet been converted into TxCell’s shares. It is specified that, as at the date hereof, none of the 1,236,350 outstanding BSA has been exercised by Yorkville.

 

It is reminded that pursuant to an amendment agreement dated May 16, 2018, TxCell has the right, at any given time and at its sole discretion, to early redeem in cash up to 50 percent of the number of outstanding OCA on the date of submission of the redemption request, for a redemption amount equal to 110 percent of their aggregate par value.

 

Subject to the actual closing of the envisaged acquisition by Sangamo Therapeutics, Inc. of a majority stake of TxCell announced simultaneously on the date hereof, Yorkville and TxCell have agreed that the following actions shall be completed on or around such closing date:

  • TxCell shall early redeem 50 percent of the outstanding OCA held by Yorkville (i.e. 28 OCA) for a total redemption amount of EUR 3,080,000 (being 110 percent of their aggregate par value of EUR 2,800,000);
  • Yorkville shall convert the remaining 28 OCA into 1,866,666 new TxCell’s shares, at a fixed conversion price of EUR 1.50; and
  • TxCell shall buy back all of the 84 outstanding Tranche Warrants and the outstanding 1,236,350 BSA held by Yorkville for the lump sum of EUR 1.00, for cancellation.

 

As a result of the above mentioned actions as well as of the potential exercise of some outstanding share subscription warrants which would be in the money at the price of the envisaged majority stake acquisition by Sangamo Therapeutics, Inc., the number of TxCell’s shares would amount to 25,527,032, on a fully diluted basis, at closing of such acquisition.

 

[1] Except for the first three instalments which amounted to respectively EUR 3 million, EUR 2 million and EUR 1.8 million.

 

About TxCell – www.txcell.com

TxCell is a biotechnology company that develops platforms for innovative, personalized T cell immunotherapies for the treatment of severe inflammatory and autoimmune diseases with high unmet medical need. TxCell is targeting transplantation as well as a range of autoimmune diseases (both T-cell and B-cell-mediated), such as multiple sclerosis, rheumatoid arthritis, inflammatory bowel diseases or inflammatory skin diseases.

TxCell’s cellular immunotherapies are based on regulatory T lymphocytes (Tregs). Tregs are a T cell population discovered in the nineties for which anti-inflammatory properties have been demonstrated. Contrary to conventional approaches based on non-specific polyclonal Tregs, TxCell is exclusively developing engineered antigen-specific Tregs, where the antigen specificity is brought by a Chimeric Antigen Receptor (CAR) (CAR-Treg cells). 

Based in Sophia-Antipolis, France, TxCell is listed on Euronext Paris and currently has 46 employees.

Editor's Details

Mike Wood
PharmiWeb.com
www.pharmiweb.com
editor@pharmiweb.com

Last updated on: 23/07/2018

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