BIOPHYTIS (EPA:ALBPS) - Biophytis has signed €24m bond funding from Negma to continue the development of its drug candidates to treat neuromuscular diseases

Transparency directive : regulatory news

23/08/2019 08:00

Press Release

Biophytis has signed EUR24m bond funding from Negma to continue the development
            of its drug candidates to treat neuromuscular diseases

Paris, 23rd August 2019, 08.00am CET - BIOPHYTIS (Euronext Growth Paris:
ALBPS), a biotechnology company specialized in developing new therapeutics to
slow the degenerative processes and improve functional outcomes for patients
suffering from age-related diseases , announces it has secured a line of
funding that could reach EUR24 million, set up with Negma, a specialist
investment fund based in Dubai, UAE, in the form of 2,400 note warrants for
Bonds Redeemable in Cash or New or Existing Shares (ORNANE), at a par value of
EUR10,000 each, combined with Share Subscription Warrants (BSAs), together
referred to as ORNANEBSA. The EUR24m financing can be exercised for 4 years,
without obligation to do so, through 8 successive tranches of EUR3 million
each. This line of funding will enable Biophytis to continue the clinical
development of Sarconeos (BIO101) for the treatment of sarcopenia (Phase IIb
SARA-INT study) and Duchenne muscular dystrophy (DMD) (Phase I/II MYODA
study)

Main characteristics of ORNANEBSA

Today, Biophytis issued 2400 ORNANEBSA note warrants. ORNANE are bonds
redeemable in cash or convertible in existing or new shares. Together combined
with warrants: ORNANEBSA. Note warrants were fully subscribed by Negma. The
contract signed between Biophytis and Negma, includes the same main terms and
conditions as the previous contract held by Bracknor Fund, which is now
terminated. The main characteristics of the ORNANE and BSA are set to ensure
continuity with the previous contract.

Legal framework

The issued securities will give access immediately or in the future to the
Company's capital without shareholders' preferential subscription rights, for
the benefit of a category of persons pursuant to Article L. 225-129 et seq. of
the French Commercial Code.

The Company's Board of Directors approved this agreement in its meeting of
August 8th 2019. The Company has issued one tranche of ORNANEBSA of an amount
of EUR3m; the 7 next tranches shall be subject to Board of Directors approval,
in accordance with the delegations granted by the Exceptional General
Shareholders Meeting of August 8th 2019, under the twelfth resolution.

This offer of financial securities did not result in a prospectus subject to
AMF approval. The Company will notify shareholders of the ORNANEBSA note
warrants exercises, and maintain an up-to-date reporting on its website
summarizing note warrants, bonds, warrants, and shares outstanding.

Main characteristics of the ORNANEBSA note warrants

The 2,400 4-year note warrants require their holder to exercise them, at the
Company's request, in tranches of 300 warrants each. Each warrant grants its
holder the right to one
(1) ORNANEBSA.
Note warrants may not be transferred and will not be subject to a request for
admission to trading on the Euronext Growth market.

Warrants will be detached immediately from ORNANE once ORNANEBSA are issued.

Main characteristics of the ORNANE

The ORNANE (Bonds) will have a par value of 10,000 euros. They will not bear
interest and will have a 12-month maturity from issuance. Holders of ORNANE may
request at any time to convert them during their maturity period, and at that
time, the Company will be able to redeem the ORNANE in cash. At the end of the
maturity period, and if the ORNANE have not yet been converted or redeemed, the
holder will have to convert them.

The holder may ask to convert the ORNANE at any time at the conversion parity
determined by the following formula: N = Vn /(R x P), where

   - "N" is the number of shares yielded by the conversion,
   - "Vn" is the par value of the ORNANEs, i.e., 10,000 euros,
   - "R" is the conversion ratio, i.e., 0.92,
   - "P" is the conversion price, i.e., the lowest volume weighted average
     price over the 15 trading days preceding the date on which conversion is
     requested.

On the day of the conversion request, the Company may redeem the ORNANE in
cash using the following formula: V = Vn/R, where
   - "V" is the amount redeemed to the holder.

ORNANE may be transferred by their holders only to Affiliates and will not be
subject to a request for admission to trading on the Euronext Growth market.

Main characteristics of the warrants

The warrants shall be detached from ORNANE immediately. They may be
transferred by their holders only to Affiliates and will not be subject to a
request for admission to trading on the Euronext Growth market.
They may be exercised for a period of five (5) years as of their date of
issuance. Each warrant will give its holder a right to subscribe one (1) new
Biophytis share.

The strike price of the warrants will be calculated using the following
formula: Pe = 125% x P, where
   - "Pe" is the warrant strike price,
   - "P" is the conversion price, i.e., the lowest volume weighted average
     price over the 15 trading days preceding the date on which exercise is
     requested.

The number of warrants to be issued upon the issuance of the ORNANEBSA will be
such that, when multiplied by the warrants strike price (determined according
to the terms and conditions below), the resulting amount is equal to 12.5% of
the par value of the tranche according to the following formula:
   n = (r x Vn)/(125% x P), where
   - "n" is the number of warrants issued,
   - "r" is the ratio of warrants issued as compared to the number of ORNANE,
     i.e., 12.5%,
   - "P" is the conversion price, i.e., the lowest volume weighted average
     price over the 15 trading days preceding the date on which exercise is
     requested.

Number of securities and dilution

Based on the 13,463,413 shares outstanding, and based on an issuance, or
conversion, or exercise on 21st August 2019, i.e., a lowest volume weighted
average price over the 15 trading days preceding the concerned date equal to
EUR0.48m, the impact on a shareholder's 1% stake in the Company's capital
prior to the operation is:

                                                    Non-
Impact on a shareholder's 1% stake in the         diluted   Diluted
Company's capital prior to the operation           basis     basis

Before issuance of ORNANEBSA                        1.00      0.94

After issuance of 6,793,478 new shares
issued from the conversion of the first
ORNANE tranche                                      0.66      0.63

After issuance of 6,793,478 new shares
issued from the conversion of the first
ORNANE tranche and the issuance of
625,000 shares issued from the exercise
of the first tranche of warrants (BSA)              0.64      0.61

After issuance of 54,347,826 new shares
ssued from the conversion of the totality
of ORNANE                                           0.20      0.20

After issuance of 54,347,826 new shares
issued from the conversion of the totality
of ORNANE and the issuance of 5,000,000
shares issued from the exercise of the
first tranche of warrants (BSA)                     0.18      0.18

About BIOPHYTIS
Biophytis is a clinical-stage biotechnology company focused on the development
of therapeutics that slow the degenerative processes and improve functional
outcomes for patients suffering from age-related 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 age-related 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 age-related 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.

Disclaimer
This press release contains certain forward-looking statements. Although the
Company believes its expectations are based on reasonable assumptions, these
forward-looking statements are subject to numerous risks and uncertainties,
which could cause actual results to differ materially from those anticipated.
For a discussion of risks and uncertainties which could cause the Company's
actual results, financial condition, performance or achievements to differ from
those contained in the forward looking statements, please refer to the Risk
Factors ("Facteurs de Risque") section of the Listing Prospectus upon the
admission of Company's shares for trading on the regulated market Euronext
Growth of Euronext Paris filed with the AMF, which is available on the AMF
website (www.amf- france.org) or on BIOPHYTIS' website (www.biophytis.com).

This press release and the information contained herein do not constitute an
offer to sell or a solicitation of an offer to buy or subscribe to shares in
BIOPHYTIS in any country. Items in this press release may contain forward-
looking statements involving risks and uncertainties. The Company's actual
results could differ substantially from those anticipated in these statements
owing to various risk factors which are described in the Company's prospectus.
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
prevail.

Biophytis Investor Relations Contact
Daniel SCHNEIDERMAN, CFO
dan.schneiderman@biophytis.com
Tel: +1 (857) 220-9720

US Media Contact
LifeSci Public Relations
Cherilyn CECCHINI, M.D.
ccecchini@lifescipublicrelations.com
Tel: +1 (646) 876-5196

European Media Contact
Citigate Dewe Rogerson
Quentin DUSSART/ Sylvie BERREBI / Nathaniel DAHAN
biophytis@citigatedewerogerson.com
Tel: +33 (0)1 55 30 70 91 / +44 (0)20 7638 9571

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