BIOPHYTIS (EPA:ALBPS) - Biophytis announces new convertible bond financing for up to €32 million with Atlas and drawing of 2 tranches under the 2020 Atlas Contract for €6 million

Transparency directive : regulatory news

18/06/2021 23:00

Press release

Biophytis announces new convertible bond financing for up to EUR32 million with
Atlas and drawing of 2 tranches under the 2020 Atlas Contract for EUR6 million

Paris, France, Cambridge (Massachusetts, United States), June 18 2021, 11pm CET
- Biophytis SA (Nasdaq CM: BPTS, Euronext Growth Paris: ALBPS), ("Biophytis" or
the "Company"), a clinical-stage biotechnology company focused on the
development of therapeutics aimed at slowing the degenerative processes
associated with aging and improving functional outcomes for patients suffering
from age-related diseases, including severe respiratory failure in patients
suffering from COVID-19, today announces a new line of financing through Bonds
Redeemable in Cash and New and Existing Shares (ORNANE) with Atlas, a
specialized investment fund based in New York (United States), for EUR32
million (the "2021 Atlas Contract"). This line of financing will be used for
further clinical development of Sarconeos (BIO101) in sarcopenia following our
SARA phase 2 results and for the next development steps of the product in
COVID-19 following our COVA phase 2-3 results, as well as the financing of the
Company's activities going forward.

The Company also announces the issuance of 240 ORNANE Bonds, for a total amount
of EUR6 million under its existing convertible bond agreement with Atlas (the
"2020 Atlas Contract").

Stanislas Veillet, President and CEO of Biophytis, said: "We are pleased to
conclude this new ORNANE contract with Atlas that allows us to secure the
Company's financing going forward. In the meantime, we have just drawn two
tranches of convertible under the existing agreement with Atlas for a total of
EUR6 million, that will enable Biophytis to i) source starting materials
required for the coming production of registration and commercial batches -
provided positive results from COVA, ii) to scale up manufacturing and
industrialization activities and to iii) start the Expanded Access COVA
Program. These activities are directly linked to the potential filing for
Emergency Use Authorization in the U.S. and Conditional Marketing Authorisation
in the EU later in 2021."

a) 2021 Atlas Contract

The new financing instrument allows the issuance of 1280 bonds with an option
for exchange in cash and/or conversion into new or existing shares (ORNANE).
Subject to the issue of the eighth and last tranche under the 2020 Atlas
Contract, the EUR32 million total financing can be drawn by Biophytis over the
next three years, without obligation, through 8 successive tranches of EUR4
million each. This facility will secure the Company cash position, in order to
continue the development of its clinical activities in particular further
development of Sarconeos (BIO101). . The risks inherent in this financing
scheme are described in the "Risk Factors" section of the Company's Annual 2020
Report available on BIOPHYTIS website (www.biophytis.com) and in the "Risk
Factors" section of the Company's registration statement on Form F-1 and other
reports filed with the Securities and Exchange Commission (the "SEC").

Legal framework
The issued securities will give Atlas access immediately or in the future to
the Company's share capital with cancelation of the shareholders' preferential
subscription rights to the benefit of a category of persons pursuant to Article
L. 225-129 et seq. of the French Commercial Code.

Pursuant to the delegation granted by the General Meeting of Shareholders of 10
May 2021, the Company's Board of Directors approved the conclusion of the 2021
Atlas Contract during its meeting on June 8, 2021. The 2021 Atlas Contract was
concluded on 14 June 2021.

This offer of financial securities did not result in a prospectus subject to
AMF approval.

The Company will keep the shareholders informed of the exercise of the ORNANE
and the subsequent conversions, through a summary table of the ORNANE, and the
number of shares in circulation, all of which will be available on the Company
website.

Main characteristics of the ORNANE
The ORNANE will have a par value of EUR25 000 euros. They will not bear
interest and will have a 24-month maturity from issuance. The holder of ORNANE
may request at any time to convert them during their maturity period, and the
Company shall have the right to redeem the ORNANE in cash. In case of cash
redemption, the amount reimbursed will be limited to 110% of the principal.
At the end of the maturity period, and in the case where the ORNANE would not
have been redeemed either in cash or in new or existing shares, the holder will
have the obligation to convert the ORNANE.

The holder can 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., EUR25,000 each,
- "R" is the conversion ratio, i.e., 1.00,
- "P" is the conversion price, i.e., the Pricing Period VWAP during the Pricing
Period of 10 trading days preceding the reception of the Conversion Notice

On the day of the conversion request, the Company may redeem the ORNANE in cash
using the following formula: V = (Vn/P) * Pr, where
- "V" is the amount to be redeemed to the holder.
- "Pr" is the revised price.

The revised price is the lowest price between (i) the volume weighted average
price over the 10 trading days preceding the date on which conversion is
requested and (ii) P*1.10

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

Number of securities and dilution (assumptions)
Based on the 113 854 795 outstanding shares, and based on issuance and
conversion of a EUR4 million tranche, and of all tranches on 14 June 2021 and a
conversion price equal to EUR0,9376, the impact on a shareholder's 1% stake in
the Company's capital prior to the operation would be:

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

Before issuing of new ORNANE                               1,00%       0,95%

Upon conversion of one tranche of the new 2021
ORNANE contract from Atlas: issuing of 4 266 197
additional shares                                          0,96%       0,92%

Upon conversion of the totality of the new 2021
ORNANE contract from Atlas: issuing of 34 129 576
additional shares                                          0,77%       0,74%

b) Drawing of 2 tranches of the 2020 Atlas Contract

On April 7, 2020, Biophytis announced a convertible line of EUR24 million from
Atlas. The press release is available on the Company's website
(www.biophytis.com) in the section "2020 press releases". The financing
instrument allows the issuance of 960 ORNANE, at a par value of EUR25,000 each.
The EUR24 million total financing can be drawn by Biophytis over the next 3
years, without obligation, through 8 successive tranches of EUR3 million each.
The Company drew a first tranche of EUR3 million during April 2020, a second
tranche of the same amount in July 2020, and a third tranche of EUR3 million in
September 2020.
After the drawing of the 4th and 5th tranches for a total of EUR6 million, EUR9
million will remain from the current instrument.

Reminder of the main characteristics of the 2020 Atlas ORNANE contract issued
The ORNANE don't bear interest and have a 24-month maturity from issuance. The
holder 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. In case of cash redemption, the amount reimbursed will be limited to 115%
of the principal.

Number of securities and dilution (assumptions)
As of June 14, based on 113, 854,795 outstanding shares, at the conversion on
this day and a conversion price equal to 97% of the pricing period VWAP of
EUR0.9094, dilution is reflected as follows:

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

Before issuing of new ORNANE                               1,00%       0,95%

Upon conversion of the ORNANE from tranches 4 & 5
of Atlas: issuing of 6 597 212 additional shares           0,95%       0,90%

About BIOPHYTIS

Biophytis SA is a clinical-stage biotechnology company specialized in the
development of therapeutics that are aimed at slowing the degenerative
processes associated with aging and improving functional outcomes for patients
suffering from age-related diseases, including severe respiratory failure in
patients suffering from COVID-19. Sarconeos (BIO101), our leading drug
candidate, is a small molecule, administered orally, being developed as a
treatment for sarcopenia in a Phase 2 clinical trial in the United States and
Europe (SARA-INT). It is also being studied in a clinical two-part Phase 2-3
study (COVA) for the treatment of severe respiratory manifestations of COVID-19
in Europe, Latin America, and the US. A pediatric formulation of Sarconeos
(BIO101) is being developed for the treatment of Duchenne Muscular Dystrophy
(DMD). The company is based in Paris, France, and Cambridge, Massachusetts. The
company's common shares are listed on Euronext Growth (Ticker: ALBPS -ISIN:
FR0012816825) and ADSs are listed on Nasdaq Capital Market (Ticker BPTS - ISIN:
US09076G1040). For more information visit www.biophytis.com

Disclaimer

This press release contains forward-looking statements. Forward-looking
statements include all statements that are not historical facts. In some cases,
you can identify these forward-looking 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 version of these words or other
comparable words. These forward-looking statements include statements regarding
Biophytis' anticipated timing for its various Sarconeos (BIO101) clinical
trials and expectations regarding commercialization. Such forward-looking
statements are based on assumptions that Biophytis considers to be reasonable.
However, there can be no assurance that the statements contained in such
forward-looking statements will be verified, which are subject to various risks
and uncertainties including, without limitation, delays in patient recruitment
or retention, interruptions in sourcing or supply chain, its ability to obtain
the necessary regulatory authorizations, COVID- 19-related delays, and the
impact of the current pandemic on the Company's clinical trials. The
forward-looking statements contained in this press release are also subject to
risks not yet known to Biophytis or not currently considered material by
Biophytis. Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in these
statements. Please refer to the "Risk Factors" section of the Company's Annual
2020 Report available on BIOPHYTIS website (www.biophytis.com) and to the risks
discussed in the Company's registration statement on Form F-1 and other reports
filed with the Securities and Exchange Commission (the "SEC"). We undertake no
obligation to publicly update or review any forward-looking statement, whether
as a result of new information, future developments or otherwise, except as
required by law.

Biophytis Contact for Investor Relations
Evelyne Nguyen, CFO
evelyne.nguyen@biophytis.com

Media contact
Life Sci Advisors
Sophie Baumont
E: sophie@lifesciadvisors.com
T: +33 6 27 74 74 49

Investor Relations
LifeSci Advisors, LLC
Chris Maggos
E: chris@lifesciadvisors.com

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BIOPHYTIS (EPA:ALBPS) - Biophytis announces new convertible bond financing for up to €32 million with Atlas and drawing of 2 tranches under the 2020 Atlas Contract for €6 million

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