BIOPHYTIS (EPA:ALBPS) - Biophytis Announces Filing of Amendment to Registration Statement for Global Offering

Transparency directive : regulatory news

12/07/2019 02:02

Press Release

  Biophytis Announces Filing of Amendment to Registration Statement for Global
                                   Offering

Paris (France), Cambridge (Massachusetts, United States), July 12, 2019,
01.30am CET  Biophytis (Eu ronext Growth Paris: ALBPS) ("Biophytis" or the
"Company"), a clinicalstage biotechnology company focused on the development of
therapeutics for agerelated diseases, today announced that it has filed an
amendment to its registration statement with the U.S. Securities and Exchange
Commission in relation to its previously announced proposed global offering of
American Depositary Shares ("ADSs") and ordinary shares. The Company now
intends to offer and sell, subject to market and other conditions, 15,000,000
of its ordinary shares in the global offering, comprised of a public offering
of ADSs, each representing ten ordinary shares, in the United States and in
countries outside the United States (the "ADS Offering"), and a concurrent
offering of ordinary shares to qualified investors in Europe (the "European
Placement,") and in countries outside of Europe (the "Ordinary Share Offering",
together with the European Placement and the ADS Offering, the "Global
Offering").

Biophytis intends to grant to H.C. Wainwright & Co. a 30day option to purchase
additional ordinary shares (to be delivered in the form of ADSs) in an
aggregate amount of up to 15% of the total number of ordinary shares (including
ordinary shares in the form of ADSs) sold in the Global Offering (the
"Option").

All securities to be sold in the Global Offering will be offered by Biophytis.
Biophytis' ordinary shares are listed on Euronext Growth Paris under the symbol
"ALBPS". Biophytis has applied to list the ADSs to be sold in the ADS Offering
on the Nasdaq Capital Market under the ticker symbol "BPTS".

H.C. Wainwright & Co. is acting as global coordinator for the Global Offering
and as sole bookrunning manager for the ADS Offering. Invest Securities S.A. is
acting as comanager for the Ordinary Share Offer ing.

Global Offer Price

The offering price is expected to be between $7.00 and $9.00 per ADS, or
between EUR0.62 and EUR0.80 per ordinary share, and on the basis of a median
price of $8.00 per ADS (or EUR0.71 per ordinary share) repre senting a discount
of 11.25% based on the closing price of EUR0.80 per share on July 10, 2019 and
an ex change rate of EUR0.89/$1.00. As a result, based on a median price of
$8.00 per ADS and EUR0.71 per ordinary share, the amount of the Global Offering
would be $12 million or approximately EUR10.7 million. The final offering price
per ADS in U.S. dollars and the corresponding offering price per ordinary share
in euros, as well as the final number of ADSs and/or ordinary shares sold in
the Global Offering, will be determined through negotiations between the
Company and H.C. Wainwright & Co. following a book building process commencing
immediately, and by reference to the prevailing market price of the Company's
ordinary shares on the Euronext Growth Paris after taking into account market
conditions and other factors.

Global Offer Type Capital increase without preferential subscription rights as
part of a public offering

The ADSs and/or ordinary shares will be issued through a capital increase
without shareholders' preferential subscription rights by public offering
(offre au public), pursuant to the provisions of articles L. 225129 et seq. of
the Commercial Code (Code de commerce), in particular articles L.2251292,
L.225135 and L.225136 and in accordance with the terms of the sixth resolution
of the Company's extraordinary gen eral shareholders' meeting held on June 4,
2018.

Subject to our receipt of gross proceeds of at least $10.5 million in order to
satisfy the applicable Nasdaq listing requirements, the closings of the ADS
Offering and the Ordinary Share Offering will occur simultaneously, will be
conditioned on each other and are expected to occur on the second trading day
after the final pricing and allocation of the Global Offering.

Use of proceeds

The Company expects to use the net proceeds from the Global Offering to advance
its Phase 2b clinical trial (SARAINT) of Sarconeos (BIO101) in sarcopenia, to
continue its development of Sarconeos (BIO101) in DMD through submission of an
IND application to the FDA and clinical trial applications to the applicable
regulatory agencies in Europe, and to continue to build its preclinical
research and development platform on retinopathies and for other new and
ongoing research and development activities, working capital and other general
corporate purposes. The Company considers that with the existing sources of
financing and the net proceeds of the Global Offering, it will be able to
finance the anticipated operating expenses for the next 12 months. Investors
are invited to read the "Use of Proceeds" section of the registration statement
on Form F1, as amended, filed with the U.S. Securities and Exchange Commission
for further information on the use of the net proceeds of the Global Offering.

In the event of restriction or failure to complete the Global Offering, the
Company will seek new sources of financing in order to pursue the objectives
described above.

Underwritten Public Offering

The Global Offering will be made subject to the terms and conditions of an
underwriting agreement by and among the Company and the underwriters.

Documentation

The securities referred to in this press release will be offered only by means
of a prospectus filed with the U.S. Securities and Exchange Commission. Copies
of the preliminary prospectus relating to and describing the terms of the
Global Offering may be obtained from H.C. Wainwright & Co., LLC, 430 Park
Avenue 3rd Floor, New York, NY 10022, or by telephone at (646) 9756996, or by
email at placements@hcwco.com, or at the SEC's website at www.sec.gov.

A registration statement on Form F1 relating to these securities has been filed
with the U.S. Securities and Exchange Commission but has not yet become
effective. These securities may not be sold, nor may offers to buy be accepted,
prior to the time the registration statement becomes effective.

Application will be made to list the new ordinary shares to be issued pursuant
to the Global Offering on Euronext Growth Paris. Neither the European Offering
nor the application for admission of shares to the Euronext Growth Paris market
will be the subject of a prospectus approved by the Autorité des marchés
financiers ("AMF").

Risk factors

Investors are encouraged to carefully consider the risk factors that may affect
the Company's business described in Chapter 4 "Risk Factors" of the 2018
Registration Document before making an investment decision. The realization of
all or part of these risks is likely to have an adverse effect on the Group's
activities, results, financial position or objectives. In addition, other
risks, unidentified or considered insig nificant by the Group could have the
same adverse effect and investors could lose all or part of their investment.

Copies of the 2018 Registration Document are available free of charge, upon
request, at the registered office of the Company located at 14 Avenue de
l'Opéra, 75001 Paris, on the Company's website (www.bi ophytis.com) and on the
AMF website (www.amffrance.org).

Dilution

As an indication, the completion of the Global Offer would entail, on the basis
of the issue of 15,000,000 new shares, a dilution of approximately 111% of the
Company's share capital (excluding the exercise of the Option to purchase
additional securities) and 128% of the share capital of the Company (after full
exercise of the Option to purchase additional securities representing the issue
of 2,250,000 additional shares).

This press release does not, and is not intended to, constitute an offer to
sell or the solicitation of an offer to buy securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that jurisdiction.

About Biophytis

Biophytis is a clinicalstage biotechnology company focused on the development
of therapeutics that slow the degenerative processes and improve functional
outcomes for patients suffering from agerelated dis eases. Our therapeutic
approach is aimed at targeting and activating key biological resilience
pathways that can protect against and counteract the effects of the multiple
biological and environmental stresses that lead to agerelated diseases. Our
lead drug candidate, Sarconeos (BIO101), is an orally administered small
molecule in development for the treatment of neuromuscular diseases, including
sarcopenia and Duchenne muscular dystrophy (DMD). Our second drug candidate,
Macuneos (BIO201), is an orally ad ministered small molecule in development for
the treatment of retinal diseases, including dry agerelated macular
degeneration (AMD) and Stargardt disease. Biophytis is headquartered in Paris,
France, and has offices in Cambridge, Massachusetts. The Company's ordinary
shares are listed on Euronext Growth Paris (Ticker: ALBPS  ISIN: FR0012816825).
For more information please visit www.biophytis.com. The regis tration
statement can be accessed by the public on the website of the SEC.

Disclaimer
This press release contains forwardlooking statements. Forwardlooking
statements include all state ments that are not historical facts. In some
cases, you can identify these forwardlooking statements by the use of words
such as "outlook," "believes," "expects," "potential," "continues," "may,"
"will," "should," "could," "seeks," "predicts," "intends," "trends," "plans,"
"estimates," "anticipates" or the negative ver sion of these words or other
comparable words. These forwardlooking statements include any state ments
regarding Biophytis' proposed public offering. Such forwardlooking statements
are subject to var ious risks and uncertainties including, without limitation,
risks inherent in the development and/or com mercialization of potential
products, the outcome of its studies, uncertainty in the results of preclinical
and clinical trials or regulatory approvals, need and ability to obtain future
capital, and maintenance of intellectual property rights and those discussed in
the Company's registration document and other regu latory filings with the
French Autorité des Marchés Financiers (AMF), which are available on the AMF
website (www.amffrance.org) and at www. Biophytis.com. These factors should not
be construed as ex haustive and should be read in conjunction with the other
cautionary statements that are included in the registration statement. We
undertake no obligation to publicly update or review any forwardlooking
statement, whether as a result of new information, future developments or
otherwise, except as required by law.

No communication or information relating to the Global Offering by Biophytis
may be transmitted to the public in a country where there is a registration
obligation or where an approval is required. The issuance or the subscription
of the securities of the Company may be subject to legal and regulatory
restrictions in certain jurisdictions; none of Biophytis and the banks involved
in the Global Offering assumes any liability in connection with the breach by
any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning
of Directive 2003/71/EC of the European Parliament and the Council of 4
November 2003, as amended or superseded including by Directive 2010/73/EU and
as implemented in each member state of the European Economic Area, and of EU
Regulation 2017/1129 (the "Prospectus Regulations").

This press release and the information contained herein do not, and are not
intended to, constitute an offer to sell or a solicitation of an offer to buy
or subscribe to securities of Biophytis in any country. This press release is
not an offer to the public, an offer to subscribe or designed to solicit
interest for purposes of an offer to the public in any jurisdiction, including
France.

The securities of the Company will be offered only by way of a private
placement in France and/or out side France (excluding the United States) to
persons referred to in Article L.411-2-II of the French mone tary and
financial code (code monétaire et financier).

European Economic Area
With respect to the Member States of the European Economic Area which have
implemented the Pro spectus Regulations (the "Relevant Member States"), no
action has been undertaken or will be under taken to make an offer to the
public of the securities of the Company requiring a publication of a prospec
tus in any Relevant Member State. As a result, the securities of the Company
may only be offered in Rel evant Member States:

a) i) to any legal entity which is a qualified investor as defined in the
Prospectus Regulations; ii) to fewer than 150 natural or legal persons (other
than qualified investors as defined in the Prospectus Regulations); or iii) in
any other circumstances falling within Article 3(2) of the Pro spectus
Regulations.

b) For the purposes of this paragraph, the expression "offer to the public of
securities of the Com pany" in any Relevant Member States, means any
communication, to individuals or legal entities, in any form and by any means
(including through financial intermediaries), of sufficient infor mation on the
terms and conditions of the offering and on the securities of the Company to be
offered, thereby enabling an investor to decide to purchase or subscribe for
the securities of the Company, as the same may be varied in that Member State.

These selling restrictions with respect to Relevant Member States apply in
addition to any other selling restrictions which may be applicable in the
Relevant Member States who have implemented the Prospec tus Regulations.

France
The securities of the Company in the context of the Global Offering will not be
offered or sold or cause to be offered or sold, directly or indirectly, to the
public in France. Any offer or sale of the securities of the Company and
distribution of any offering material relating to the securities of the Company
have been and will be made in France only to (a) persons providing investment
services relating to portfolio manage ment for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers), and/or (b) qualified investors (investisseurs
qualifiés) and/or a re stricted circle of investors acting for their own
account, as defined in, and in accordance with, Articles L.4112, D.4111,
D.7441, D.7541 and D.7641 of the French monetary and financial code (code
monétaire et financier).

United Kingdom
This press release is addressed only (i) to persons located outside the United
Kingdom, (ii) to investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promo tion) Order 2005, as
amended (the "Order"), (iii) to people designated by Article 49(2) (a) to (d)
of the Order or (iv) to any other person to whom this press release could be
addressed pursuant to applicable law (the persons mentioned in paragraphs (i),
(ii), (iii) and (iv) all deemed relevant persons ("Relevant Persons"). The
securities of the Company sold in the context of the Global Offering are
intended only for Relevant Persons and any invitation, offer of contract
related to the subscription, tender, or acquisition of the securities of the
Company in the context of the Global Offering may be addressed and/or concluded
only with Relevant Persons. All persons other than Relevant Persons must
abstain from using or relying on this document and all information contained
therein.

This press release is not a prospectus which has been approved by the Financial
Services Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Order.

Biophytis Investor Relations Contact
Daniel Schneiderman, CFO
dan.schneiderman@biophytis.com
Tel: +1 (857) 2209720

U.S. Media Contact
LifeSci Public Relations
Cherilyn Cecchini, M.D.
ccecchini@lifescipublicrelations.com
Tel: +1 (646) 8765196

Europe Media Contact
Citigate Dewe Rogerson
Antoine Denry
antoine.denry@citigatedewerogerson.com
Tel: +33 (0) 1 53 32 84 78

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