DEINOVE (Euronext Growth Paris: ALDEI), a French biotech company that uses a disruptive approach to develop innovative antibiotics and bio-based active ingredients for cosmetics, announces that it has entered into an agreement with European Select Growth Opportunities Fund (the "Investor") for the financing by issuance of notes convertible into new shares (the "OCA") for a maximum nominal amount of €15 million, with a 6,5% facial discount, not bearing interest and with no stock subscription warrants attached, over a maximum period of 24 months.
"We are very pleased with L1 Capital's trust and we welcome this agreement, which provides DEINOVE with a flexible financial tool and financial visibility, if all the tranches are drawn, for the next 12 months and until the end of first quarter 2021, based on the Company's current plans. We are convinced of the potential of our products under development and this fundraising allows us to consolidate our strategy for the cosmetics industry, and initiate a Phase II clinical trial in the United States for DNV3837, our most advanced candidate antibiotic" indicated Emmanuel PETIOT, DEINOVE's CEO.
Objectives of this transaction
- finance the need for working capital;
- continue the development and marketing of natural cosmetic active ingredients;
- initiate a Phase II clinical trial in the United States for DNV3837, DEINOVE's most advanced candidate antibiotic, in the treatment of severe gastrointestinal infections caused by Clostridiodes difficile; and
- discover new antibiotic leads based on its integrated and automated, high content, screening platform.
General description of the transaction
The transaction will result in the issuance of several tranches of OCA to the Investor, at the Company's discretion and subject to certain conditions, for a maximum nominal amount of €15 million over a 24-month period, it being specified that:
- it is expected that the first tranche of OCA, for a nominal amount of €2.2 million, will be issued by the Company and subscribed by the Investor as oftoday;
- unless otherwise agreed by the Company and the Investor, the subsequent OCA tranches will be for a nominal amount of €1 million.
The Investor will have the option to draw, at its sole discretion and subject to certain conditions, up to 3 tranches of OCA.
On an indicative basis, the participation of a shareholder holding 1% of the Company's share capital prior to any capital increase resulting from the issue of new shares upon conversion of the OCA will amount to 0.56 % in the event that all the OCA that may be issued under the financing program are converted into new shares*.
The characteristics of the warrants giving access to notes convertible into shares ("Warrants"), the OCA and the detailed terms of the transaction, are presented hereafter in the appendix. It should be noted that no stock subscription warrants are attached to the OCA.
In accordance with the agreement entered into with the Investor today, DEINOVE has committed to suspend the equity line funding put in place with KEPLER CHEUVREUX**, until the latest of (i) 24 months from the signing of the agreement or (ii) the date on which the OCA have been fully converted.
*Dilution calculated on the assumption of a conversion price of €1.150 (based on an exchange rate of €1.238). This dilution does not prejudge either the final number of shares to be issued upon conversion of the OCA or the conversion price, which will be determined on the basis of the stock market price, in accordance with the terms described in this press release.
**See press release dated November 21, 2018