OXURION SUCCESSFULLY RAISES EUR >10 MILLION FROM LEADING US AND EUROPEAN HEALTHCARE INVESTORS IN A PRIVATE EQUITY PLACEMENT
OXURION SUCCESSFULLY RAISES EUR >10 MILLION FROM LEADING US AND EUROPEAN HEALTHCARE INVESTORS IN A PRIVATE EQUITY PLACEMENT3 Mar 2022
Leuven, BELGIUM, Boston, MA, US - MARCH 3, 2022 – 08:00 AM CET – Oxurion NV (Euronext Brussels: OXUR)(the "Company" or "Oxurion"), a biopharmaceutical company developing next generation standard of care ophthalmic therapies, with a clinical stage assets in vascular retinal disorders, announces today that it successfully raised an amount of EUR 10.4 million in gross proceeds by means of a private placement of 7,226,039 new shares at an issue price of EUR 1.44 per share representing a 4.35% premium to the closing price on March 2, 2022 (the "Private Placement").
As a result of the issuance of new shares, Oxurion’s share capital will increase from EUR 56,925,661.32 to EUR 67,331,161.32 and its issued and outstanding shares will increase from 39,402,853 to 46,628,892 shares, representing an increase of the share capital and number of shares of 18.34%.
The new shares have been placed with leading US and European healthcare investors, and existing shareholders of the Company. The Private Placement allows the Company to further broaden its shareholders’ structure, both on a national and an international level, with widely respected and knowledgeable investors.
Tom Graney, CEO of Oxurion, commented: “This private placement demonstrates that top-tier healthcare investors have recognized the value of our pipeline in addressing key unmet needs in vascular retinal disease, including the recent positive Phase 2 Part A results with THR-149 for the treatment of diabetic macular edema (“DME”) presented at Angiogenesis 2022. We look forward to working with our new and existing investors as we continue to progress with our two novel Phase 2 assets, including THR-687 which is expected to readout topline results of the ongoing Phase 2 Part A trial in the second quarter this year.”
Oxurion envisages using the net proceeds of the Private Placement to progress the development of its two clinical stage assets, THR-149 and THR-687, which are currently in Phase 2 clinical trials for DME - THR-149 for second line treatment and THR-687 for first line treatment (the “Clinical Trials”).
Approximately 80% of the net proceeds will be used for the Clinical Trials and the remaining 20% will be used for the Company’s operating expenses. The Company does not prioritize between its Clinical Trials, which will run in parallel, not sequentially. Given the variables that impact the cost of the Clinical Trials, including whether Part A of the THR-687 Phase 2 clinical trial for DME is successful, rate of recruitment for the Clinical Trials, and numerous other factors, it is not possible to quantify the amounts that will be employed for each of the Clinical Trials.
The net proceeds will not be sufficient to complete the Clinical Trials, which are expected to have topline data in 2023, or any additional Phase 2 trial for the use of THR-687 to treat wet age-related macular degeneration (wet AMD). Additional funds will therefore be required to complete the Clinical Trials.
The payment and delivery of the new shares is expected to take place on March 7, 2022. The new shares will be issued with cancellation of the preferential subscription rights of the existing shareholders in accordance with article 7:193 of the Belgian Code on Companies and Associations (“BCCA”). The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of Oxurion at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares.
For 4,864,929 new shares, to be issued in dematerialized form, an application for admission to trading on the regulated market of Euronext Brussels will be made based on the exemption set out in article 1(5)(a) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union of 14 June 2017, as amended (the “Prospectus Regulation”). For the remaining 2,361,110 new shares, to be issued in registered form, Oxurion is preparing a prospectus, which is drawn up as a recovery prospectus in accordance with Article 14 (a) of Prospectus Regulation and which constitutes a listing prospectus for purposes of Article 3(3) of the Prospectus Regulation. The prospectus, once approved, will be published on Oxurion’s website.
Bank Degroof Petercam SA/NV ("Degroof Petercam") and Belfius Bank NV/SA, together with its subcontractor Kepler Cheuvreux S.A. ("Belfius"), are acting as Joint Global Coordinators of the Private Placement (jointly, the "Underwriters").
The directors of the Company and certain managers have agreed with the Underwriters to a 60-days lock-up period, waivable by the Underwriters and subject to customary exceptions. The Company is not subject to a standstill or lock-up.
Additional information regarding related party transaction pursuant to article 7:97 of the BCCA
Bareldam SA and ECP Liquid Fund 1, LLC (the “Participating Shareholders”) support the transaction and agreed to subscribe to new shares for an aggregate amount of EUR 3.4m. Oxurion’s directors Thomas Clay and Baron Philippe Vlerick each, directly or indirectly, control one of the Participating Shareholders. Baron Philippe Vlerick and all entities controlled by him, and Thomas Clay and all entities controlled by him are considered “related parties” of Oxurion within the meaning of IAS 24.
In accordance with article 7:97 of the BCCA, a committee of three independent directors of Oxurion has assessed the above transaction and has issued a detailed written advice to the board of directors in respect of the transaction. In its advice, the committee described the following elements: (i) the nature of the transaction, (ii) a description and assessment of the financial consequences and a description of any other consequences of the transaction, and (iii) the advantages and disadvantages of the transaction for Oxurion. In addition, the Committee assessed the proposed transaction within the framework of Oxurion’s policy and established that the transaction is to the advantage and in the corporate interest of Oxurion. The committee concluded the following:
“The Committee has assessed the envisaged Transaction in the light of the criteria included in article 7:97 of the BCCA and concluded for the above reasons that the Transaction is to the advantage and in the interest of the Company and all of its shareholders. Notably, the support by the Participating Shareholders to subscribe to new shares and to undertake a 60-days lock-up, provides evidence of the support from the reference shareholders of the Company's business, vision and strategy. The support has been an important mean used in the solicitation of interest with other potential investors. This contributed to the success of the envisaged Transaction. A successful capital raising is in the interest of the Company as, amongst other things, it allows the Company to have access to equity financing (from the Participating Shareholders and other knowledgeable and reputable investors) in a fast and efficient manner to fund its activities.
Therefore, the Committee provides a positive advice in relation to the Transaction.”
The board of directors followed unanimously the favourable advice of the committee and approved the transaction. A copy of the report prepared by the board of directors in accordance with the BCCA further describing, among others, the capital increase and the consequences thereof is made available on the Company’s website.
The statutory auditor’s assessment of the committee’s advice and the minutes of the board meeting is as follows:
“As a result of our review, nothing has come to our attention that might cause us to believe that the financial and accounting information stated in the opinion of the committee of independent directors of March 2, 2022 and in the minutes of the administrative body of March 2, 2022, which motivate the intended transaction, is not consistent, in all material respects, with the information available to us in the context of our assignment.”