PARIS, France – 12 March 2020 – Lysogene (FR0013233475 – LYS), a pioneering Phase 3 gene therapy platform company targeting central nervous system (CNS) diseases, today announced the successful completion of a capital increase, issuing 2,731,251 new ordinary shares representing 20% of its share capital prior to the capital increase, at a subscription price of 2.83 euros per share, i.e. a discount of 5.8% over the 10-day VWAP of Lysogene on 11 March 2020. Gross proceeds from the capital increase amount to €7,729,440.33. The capital increase was led by investment firm OrbiMed Advisors LLC (« OrbiMed »), and the company’s shareholder and partner, major global gene therapy player, Sarepta Therapeutics, Inc. (« Sarepta »).
Karen Aiach, Founder and Chief Executive Officer said: “The subscription by a top-tier investor such as OrbiMed and our partner Sarepta is a strong signal of confidence in the value of our gene therapy platform and our capacity to execute. This fundraising will help us fund the development of our LYS-GM101 program expected to enter clinic in the coming months and prepare the commercial launch in Europe of our lead asset LYS-SAF302.”
Reasons for the issuance and use of the proceeds
Gross proceeds from the transaction are €7.7 million, which will be used to finance the phase 1- 3 clinical trial of LYS-GM101 for the treatment of GM1 gangliosidosis, the commercial launch preparation in Europe of the LYS-SAF302 in MPSIIIA, and the Company’s overhead costs and expenses. Lysogene considers that this capital increase will enable the Company to extend its financial visibility to the third quarter of 2021.
Key characteristics of the share capital increase
Lysogene’s Board of directors, using the delegation of powers granted by the 16th resolution of
the shareholders’ general meeting held on June 26, 2019 (capital increase without the exercise of preemptive subscription rights in favor of categories of persons with specific characteristics in accordance with article L. 225-138 of the French Commercial Code), has decided today to realize a capital increase of 7.7 million euros, by the issuance of 2,731,251 new shares with a nominal
value of €0.30 each (the “New Shares“) for a subscription price of €2.83 each (the “Capital
The subscription price represents a discount of 16.3% to the closing price of the Company’s shares on the regulated market of Euronext Paris on March 11, 2020.
Following the settlement-delivery expected to occur on 16 March 2020, Lysogene’s share capital will amount to €4,916,253 divided into 16,387,510 shares. The New Shares will be fungible with the existing shares of the Company and will be admitted to trading on the regulated market of Euronext Paris under ISIN FR0013233475.
Bryan, Garnier & Co acted as Sole Global Coordinator for the Placement.
Impact of the offering on the share capital
The New Shares represent 17% of the share capital of the Company after the Capital Increase.
On an illustrative basis, a shareholder holding 1% of the Company’s share capital before the transaction will now hold a stake of 0.83% after the transaction.
OrbiMed and Sarepta have subscribed to 2,332,155 and 190,122 new shares, respectively.
The following table specifies the evolution of the share capital of the Company after the Capital Increase:
|Shareholders ≥5%||Before offering
Number of shares and voting % of the share capital and rights (on a non-diluted basis) voting rights (on a non-diluted
Number of shares and voting % of the share capital and rights (on a non-diluted basis) voting rights (on a non-diluted
|Sofinnova||3 552 277||26,0%||3 552 277||21,7%|
|OrbiMed||0||0,0%||2 332 155||14,2%|
|Novo Holdings||1 362 317||10,0%||1 362 317||8,3%|
|BPI France||1 202 273||8,8%||1 202 273||7,3%|
|Sarepta||950 606||7,0%||1 140 728||7,0%|
|KGA*||1 002 560||7,3%||1 002 560||6,1%|
|Others||5 586 226||40,9%||5 795 200||35,4%|
|TOTAL||13 656 259||100,0%||16 387 510||100,0%|
*Holding company co-owned by Karen Aiach. Figures are based on the information at the disposal of the Company
Information available to the public and risk factors
Pursuant to Article 211-3 of the Autorité des Marchés Financiers (“AMF”) General Regulation, it should be noted that the above-mentioned private placement has not resulted or will not result in the drafting of a prospectus submitted to the AMF for approval. Detailed information regarding the Company, including its business, financial information, results, perspectives and related risk
factors are contained (i) in the Company’s 2018 Registration Document (document de référence) filed with the AMF on April 29, 2019 under number R. 19-016, and (ii) the 2019 Half-Year Financial Report published on September 25, 2019. These documents as well as other regulated information and all of the Company’s press releases, can be accessed on the Company’s website (www.lysogene.com) and/or AMF (www.amf-france.org). Your attention is drawn to the risk factors related to the Company and its activities presented in chapter 3 of its 2018 Registration Document.
Lysogene is a gene therapy company focused on the treatment of orphan diseases of the central nervous system (CNS). The company has built a unique capability to enable a safe and effective delivery of gene therapies to the CNS to treat lysosomal diseases and other genetic disorders of the CNS. A phase 2/3 clinical trial in MPS IIIA in partnership with Sarepta Therapeutics, Inc. is ongoing and a phase 1/3 clinical trial in GM1 gangliosidosis is in preparation. In accordance with the agreements signed between Lysogene and Sarepta Therapeutics, Inc., Sarepta Therapeutics, Inc. will hold exclusive commercial rights to LYS-SAF302 in the United States and markets outside Europe; and Lysogene will maintain commercial exclusivity of LYS-SAF302 in Europe. Lysogene is also collaborating with an academic partner to define the strategy of development for the treatment of Fragile X syndrome, a genetic disease related to autism. www.lysogene.com.
Forward Looking Statement
This press release may contain certain forward-looking statements, especially on the Company’s progress of its phase
2-3 clinical trial and cash runway. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this press release about future events are subject to (i) change without notice, (ii) factors beyond the Company’s control, (iii) clinical trial results,
(iv) increased manufacturing costs and (v) potential claims on its products. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “objective”, “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. A further list and description of these risks, uncertainties and other risks can be found in the Company’s regulatory filings with the French Autorité des Marchés Financiers, including in the 2018 registration document (Document de référence), registered with the French Markets Authorities on April 29, 2019, under number R. 19-016, and future filings and reports by the Company. Furthermore, these forward-looking statements are only as of the date of this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. If the Company updates one or more forward-looking statements, no inference should be drawn that it will or will not make additional updates with respect to those or other forward-looking statements.
This press release has been prepared in both French and English. In the event of any differences between the two texts, the French language version shall supersede.
Stéphane Durant des Aulnois Chief Financial Officer
+ 33 1 41 43 03 99
This announcement and the information contained herein do not constitute either an offer to sell or purchase, or the
solicitation of an offer to sell or purchase, securities of Lysogene (the “Company”).
No communication or information in respect of the offering by the Company of its shares may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of any such restrictions by any person.
This announcement does not, and shall not, in any circumstances, constitute a public offering, a sale offer nor an invitation to the public in connection with any offer. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of the Prospectus Regulation (as defined below), as implemented in each member State of the European Economic Area.
With respect to the Member States of the European Economic Area (including France) (the “Member States”), no
action has been or will be undertaken to make an offer to the public of the securities referred to herein requiring a
publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 1 of the Prospectus Regulation and/or to applicable regulations of that relevant Member State. For the purposes of the provision above, the expression “offer to the public” in relation to any shares of the Company in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, and includes any relevant implementing measure in the Member State.
This document does not constitute an offer to the public in France and the securities referred to in this document can only be offered or sold in France pursuant to Article L. 411-2-II of the French Monetary and Financial Code (Code monétaire et financier) to qualified investors (investisseurs qualifiés) acting for their own account, as defined in the Prospectus Regulation. In addition, in accordance with the autorization granted by the general meeting of the Company’s shareholders dated June 26, 2019, only the persons pertaining to the categories specified in the 16th resolution of such general meeting may subscribe to the offering.
This document may not be distributed, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States.
The distribution of this document (which term shall include any form of communication) is restricted pursuant to Section 21 (Restrictions on “financial promotion”) of Financial Services and Markets Act 2000 (“FMSA”). This document is only being distributed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons, and will be engaged in only with such persons in the United Kingdom.
This document may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan.