On December 4, 2023 NANOBIOTIX (Euronext: NANO – NASDAQ: NBTX – "Nanobiotix" or the "Company"), a late-clinical stage biotechnology company pioneering physics-based approaches to expand treatment possibilities for patients with cancer, reported the closing of the previously announced subscription by Johnson & Johnson Innovation – JJDC, Inc. ("JJDC") for 901,256 additional ordinary shares of the Company, in the form of restricted American Depositary Shares ("ADSs"), for an aggregate amount of $4.8 million, equivalent to €4.6 million1 (the "Remaining Placement Amount", and the subscription transaction being the "Remaining Placement"), following the approval by the French Ministry of Economy of JJDC Remaining Placement on November 22, 2023, in accordance with the French foreign investment control rules (Press release, Nanobiotix, DEC 4, 2023, View Source [SID1234638129]).
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As previously announced, pursuant to an existing securities purchase agreement, JJDC was obligated to subscribe, subject to any required regulatory approvals, for $25.0 million of the Company’s restricted ADSs (the "Placement Amount"), exempt from the registration requirements of the Securities Act of 1933, as amended. Pursuant to French foreign investment control rules, the Placement Amount as initially agreed was reduced, such that JJDC had initially subscribed for 3,762,923 restricted ADSs (representing, together with JJDC’s existing stake, 9.99% of the then outstanding voting rights of the Company’s capital stock, as of the issuance date thereof) for gross proceeds to the Company of $20.2 million (the "Initial Placement"). The subscription by JJDC of the Remaining Placement Amount was conditioned upon the approval of the French Ministry of Economy.
Form of the Remaining Placement
The Remaining Placement was carried out by way of a share capital increase for an aggregate amount of $4.8 million (issue premium included) decided on November 22, 2023 by the Company’s Executive Board pursuant to the delegation granted to it by the Company’s combined shareholders’ meeting held on June 27, 2023 in its 25th resolution in accordance with Article L. 225-138 of the French Commercial Code (Code de commerce) through the issuance of 901,256 additional ordinary shares, €0.03 nominal value per share of the Company (each an "Ordinary Share"), in the form of restricted ADSs reserved to a specific investor meeting the criteria defined by the shareholders’ meeting in the 25th resolution – i.e., an industrial company, institution or entity operating in the healthcare or biotechnology sector, either directly or through a controlled company or a company by which they are controlled, where applicable when entering into a commercial agreement, financing contract or partnership with the Company.
The subscription price per Ordinary Share and per ADS of the Remaining Placement is equivalent to the subscription price per Ordinary Share and per ADS of the Initial Placement. The subscription price per Ordinary Share is equal to the volume weighted average price of the Ordinary Shares on the regulated market of Euronext in Paris ("Euronext") over the last three trading sessions preceding the pricing of the Remaining Placement (i.e. November 22, 21 and 20, 2023), less a discount of 8,88%, in accordance with the 25th resolutions of the Company’s combined shareholders’ meeting held on June 27, 2023.
The Company intends to use the net proceeds from the Remaining Placement as described in the Company’s press release dated November 6, 2023.
As of November 30th, 2023, the Company had cash and cash equivalents of €77.2 million (unaudited). The Company believes that the net proceeds from the Remaining Placement, together with its cash and cash equivalents, will be sufficient to meet its working capital requirements for operations until the end of the first quarter 2025, and, assuming the receipt from Janssen Pharmaceutica NV (‘‘Janssen’’) of the first milestone payment under the Company’s License Agreement with Janssen dated July 7, 2023, into mid’2025.
The Company’s estimates of the period of time through which its financial resources are expected to be adequate to meet its working capital requirements are forward-looking statements and involve risks and uncertainties, and actual results could vary materially and negatively as a result of a number of factors, as described under "Special Note Regarding Forward-Looking Statements" below.
Dilution
The 901,256 Ordinary Shares (in the form of restricted ADSs) that have been subscribed by JJDC in the context of the Remaining Placement represent a dilution of approximately 1,95% of the outstanding share capital of the Company (on a non-diluted basis). On an illustrative basis, a shareholder which held 1% of the Company’s share capital before the Remaining Placement holds a stake of0,98% after closing of the Remaining Placement.
The following table presents, to the Company’s knowledge, the expected allocation of the Company’s share capital following the closing of the Remaining Placement:
Situation before the Remaining Placement Situation after the Remaining Placement
Shareholders
Number of shares % of share capital % of theoretical voting rights(1) Number of shares % of share capital % of theoretical voting rights(1)
Non-diluted Non-diluted Diluted (2) Non-diluted Diluted (2) Non-diluted Non-diluted Diluted (2) Non-diluted Diluted (2)
Invus Public Equities Advisors, LLC (A) 4 375 004 9.5% 7.9% 9.1% 7.6% 4 375 004 9.3% 7.7% 9.0% 7.5%
Baillie Gifford & Co (B) 2 821 261 6.1% 5.1% [·]5.9% [·]4.9% 2 821 261 6.0% 5.0% 5.8% 4.8%
JJDC (C) 4 722 560 [·]10.2% [·]8.5% [·]9.8% 8.2% 5 623 816 11.9% 11.5% 11.5% 11.2%
Qatar Holding LLC (D) 4 298 507 9.3% 7.7% ·]9.0% 7.5% 4 298 507 9.1% 7.6% 8.8% 7.4%
Total (A) + (B) + (C)+(D) 16 217 332 35.1% 29.1% 33.8% 28.2% 17 118 588 36.3% 31.8% 35.0% 30.9%
Laurent Levy 1 139 060 2.5% 5.4% 4.1% 6.6% 1 139 060 2.4% 5.3% 4.0% 6.5%
Bart Van Rhijn – 0.8% - 0.8% - - 0.8% - 0.7%
Anne-Juliette Hermant 140 000 0.3% 0.8% 0.3% 0.7% 140 000 0.3% 0.8% 0.3% 0.7%
Other managers and employees 166 273 0.4% 3.3% 0.5% 3.4% 166 273 0.4% 3.3% 0.5% 3.3%
Total Management and employees 1 445 333 3.1% 10.2% 4.9% 11.5% 1 445 333 3.1% 10.1% 4.8% 11.3%
Other(3) 28 547 289 61.7% 60.6% 61.3% 60.2% 28 547 289 60.6% 58.0% 60.1% 57.8%
Treasury shares 22 118 - - - - 22 118 - - - -
Total 46 232 072 100% 100% 100% 100% 47 133 328 100% 100% 100% 100%
(1) The calculations are based on the assumption of the exercise of all the share warrants (BSA), founders share warrants (BSPCE) and stock options as well as the definitive acquisition of all free shares (AGA).
(2) Double voting rights are granted to all fully paid-up ordinary shares of the Company registered in the name of the same shareholder for at least two years. ADSs do not carry double voting rights.
(3) Including institutional investors holding, prior to the Remaining Placement, 2.7% of the Company’s share capital and 2.6% of its voting rights (2.2% and 2.2% respectively on a fully diluted basis), and after the completion of the Remaining Placement, 2.6% of the Company’s share capital and 2.5% of its voting rights (2.2% and 2.1% respectively on a fully diluted basis).
Risk Factors
[The Company draws attention to the risk factors related to the Company and its activities presented in section 1.5 of the 2022 universal registration document of the Company filed with the French Financial Markets Authority (Autorité des Marchés Financiers – the "AMF") under number D.23-0332 on April 24, 2023, as updated in section 2.4 of the first amendment to the Company’s 2022 universal registration document filed with the AMF under number D.23-0332-A01 on November 1st, 2023 and by a second amendment to the Company’s 2022 universal registration document filed with the AMF under number D.23-0332-A02 on November 3rd, 2023, which are available free of charge on the Company’s website at View Source, as well as on the AMF’s website at www.amf-france.org.]
Settlement and Delivery – Documentation
The Ordinary Shares issued in the Remaining Placement has been admitted to trading on Euronext on December 4, 2023, on the same trading line as the existing ordinary shares of the Company, under the ticker symbol "NANO" and the ISIN code FR0011341205.
The ADSs to be issued in the Remaining Placement are expected to be listed on the Nasdaq Global Select Market under the ticker symbol "NBTX" on December 6, 2023.
The Remaining Placement is not subject to a prospectus requiring an approval from the AMF / French Financial Market Authority (Autorité des Marchés Financiers) (the "AMF").