Last Updated on March 3, 2022 by GlobeNewsWire
Leuven, BELGIUM, Boston, MA, US – MARCH 3, 2022 – 08:00 AM CET – Oxurion NV (Euronext Brussels: OXUR) (the “Company” or “Oxurion“), a biopharmaceutical company developing next generation standard of care ophthalmic therapies, with a clinical stage assets in vascular retinal disorders, announces today that it successfully raised an amount of EUR 10.4 million in gross proceeds by means of a private placement of 7,226,039 new shares at an issue price of EUR 1.44 per share representing a 4.35% premium to the closing price on March 2, 2022 (the “Private Placement“).
As a result of the issuance of new shares, Oxurion’s share capital will increase from EUR 56,925,661.32 to EUR 67,331,161.32 and its issued and outstanding shares will increase from 39,402,853 to 46,628,892 shares, representing an increase of the share capital and number of shares of 18.34%.
The new shares have been placed with leading US and European healthcare investors, and existing shareholders of the Company. The Private Placement allows the Company to further broaden its shareholders’ structure, both on a national and an international level, with widely respected and knowledgeable investors.
Tom Graney, CEO of Oxurion, commented: “This private placement demonstrates that top-tier healthcare investors have recognized the value of our pipeline in addressing key unmet needs in vascular retinal disease, including the recent positive Phase 2 Part A results with THR-149 for the treatment of diabetic macular edema (“DME“) presented at Angiogenesis 2022. We look forward to working with our new and existing investors as we continue to progress with our two novel Phase 2 assets, including THR-687 which is expected to readout topline results of the ongoing Phase 2 Part A trial in the second quarter this year.”
Oxurion envisages using the net proceeds of the Private Placement to progress the development of its two clinical stage assets, THR-149 and THR-687, which are currently in Phase 2 clinical trials for DME – THR-149 for second line treatment and THR-687 for first line treatment (the “Clinical Trials“).
Approximately 80% of the net proceeds will be used for the Clinical Trials and the remaining 20% will be used for the Company’s operating expenses. The Company does not prioritize between its Clinical Trials, which will run in parallel, not sequentially. Given the variables that impact the cost of the Clinical Trials, including whether Part A of the THR-687 Phase 2 clinical trial for DME is successful, rate of recruitment for the Clinical Trials, and numerous other factors, it is not possible to quantify the amounts that will be employed for each of the Clinical Trials.
The net proceeds will not be sufficient to complete the Clinical Trials, which are expected to have topline data in 2023, or any additional Phase 2 trial for the use of THR-687 to treat wet age-related macular degeneration (wet AMD). Additional funds will therefore be required to complete the Clinical Trials.
The payment and delivery of the new shares is expected to take place on March 7, 2022. The new shares will be issued with cancellation of the preferential subscription rights of the existing shareholders in accordance with article 7:193 of the Belgian Code on Companies and Associations (“BCCA“). The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of Oxurion at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares.
For 4,864,929 new shares, to be issued in dematerialized form, an application for admission to trading on the regulated market of Euronext Brussels will be made based on the exemption set out in article 1(5)(a) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of the European Union of 14 June 2017, as amended (the “Prospectus Regulation“). For the remaining 2,361,110 new shares, to be issued in registered form, Oxurion is preparing a prospectus, which is drawn up as a recovery prospectus in accordance with Article 14 (a) of Prospectus Regulation and which constitutes a listing prospectus for purposes of Article 3(3) of the Prospectus Regulation. The prospectus, once approved, will be published on Oxurion’s website.
Bank Degroof Petercam SA/NV (“Degroof Petercam“) and Belfius Bank NV/SA, together with its subcontractor Kepler Cheuvreux S.A. (“Belfius“), are acting as Joint Global Coordinators of the Private Placement (jointly, the “Underwriters“).
The directors of the Company and certain managers have agreed with the Underwriters to a 60-days lock-up period, waivable by the Underwriters and subject to customary exceptions. The Company is not subject to a standstill or lock-up.
Additional information regarding related party transaction pursuant to article 7:97 of the BCCA
Bareldam SA and ECP Liquid Fund 1, LLC (the “Participating Shareholders“) support the transaction and agreed to subscribe to new shares for an aggregate amount of EUR 3.4m. Oxurion’s directors Thomas Clay and Baron Philippe Vlerick each, directly or indirectly, control one of the Participating Shareholders. Baron Philippe Vlerick and all entities controlled by him, and Thomas Clay and all entities controlled by him are considered “related parties” of Oxurion within the meaning of IAS 24.
In accordance with article 7:97 of the BCCA, a committee of three independent directors of Oxurion has assessed the above transaction and has issued a detailed written advice to the board of directors in respect of the transaction. In its advice, the committee described the following elements: (i) the nature of the transaction, (ii) a description and assessment of the financial consequences and a description of any other consequences of the transaction, and (iii) the advantages and disadvantages of the transaction for Oxurion. In addition, the Committee assessed the proposed transaction within the framework of Oxurion’s policy and established that the transaction is to the advantage and in the corporate interest of Oxurion. The committee concluded the following:
“The Committee has assessed the envisaged Transaction in the light of the criteria included in article 7:97 of the BCCA and concluded for the above reasons that the Transaction is to the advantage and in the interest of the Company and all of its shareholders. Notably, the support by the Participating Shareholders to subscribe to new shares and to undertake a 60–days lock-up, provides evidence of the support from the reference shareholders of the Company’s business, vision and strategy. The support has been an important mean used in the solicitation of interest with other potential investors. This contributed to the success of the envisaged Transaction. A successful capital raising is in the interest of the Company as, amongst other things, it allows the Company to have access to equity financing (from the Participating Shareholders and other knowledgeable and reputable investors) in a fast and efficient manner to fund its activities.
Therefore, the Committee provides a positive advice in relation to the Transaction.”
The board of directors followed unanimously the favourable advice of the committee and approved the transaction. A copy of the report prepared by the board of directors in accordance with the BCCA further describing, among others, the capital increase and the consequences thereof is made available on the Company’s website.
The statutory auditor’s assessment of the committee’s advice and the minutes of the board meeting is as follows:
“As a result of our review, nothing has come to our attention that might cause us to believe that the financial and accounting information stated in the opinion of the committee of independent directors of March 2, 2022 and in the minutes of the administrative body of March 2, 2022, which motivate the intended transaction, is not consistent, in all material respects, with the information available to us in the context of our assignment.“
For more information, please contact:
Chief Executive Officer
Tel: +32 16 75 13 10
Chief Business Officer
Tel: +32 479 783 583
David Dible/ Sylvie Berrebi/Frazer Hall
Tel: +44 20 7638 9571
Westwicke, an ICR Company
Tel: +1 617 835 9304
Oxurion (Euronext Brussels: OXUR) is a biopharmaceutical company developing next generation standard of care ophthalmic therapies, which are designed to better preserve vision in patients with retinal vascular disorders including diabetic macular edema (DME), the leading cause of vision loss in diabetic patients worldwide as well as other conditions, including wet age-related macular degeneration (wet AMD) and macular edema following retinal vein occlusion (ME-RVO). Oxurion is aiming to build a leading global franchise in the treatment of retinal vascular disorders based on the successful development of its two novel therapeutics. THR-149 is a potent plasma kallikrein inhibitor being developed as a potential new standard of care for the 40-50% of DME patients showing suboptimal response to anti-VEGF therapy. THR-687 is a highly selective pan-RGD integrin antagonist that is being developed as a potential first line therapy for DME patients as well as wet AMD and potentially ME-RVO. Oxurion is headquartered in Leuven, Belgium, with corporate operations in Boston, MA. More information is available at http://www.oxurion.com.
Important Regulatory Disclaimers
This press release relates to the disclosure of information that qualified, or may have qualified, as inside
information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This announcement does not constitute an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States of America. The company has not registered, and does not intend to register, any portion of the offering in the United States of America. There will be no public offer of securities in the United States of America.
Any offering of securities to which this announcement relates is when made only addressed to, and directed in the United Kingdom and member states of the European Economic Area (the “EEA”) (each a “Member State”) at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”). Each person in the United Kingdom or a Member State who initially acquires any securities of the Company or to whom any offer of securities may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the securities that are located in the United Kingdom or a Member State will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129. In addition, any offer of securities to which this announcement relates is in the United Kingdom, being distributed only to, and is directed only at, (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “Order”), (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated. This press release and the offering when made are only addressed to, and directed in Switzerland to investors that qualify as “professional clients” pursuant to the Swiss Financial Services Act (Finanzdienstleistungsgesetz) of 15 June 2018, as amended (the “FinSa”) and in any event not more than 499 investors in Switzerland as set out in Article 36(1)(b) of the FinSa. All the aforementioned persons are together referred to as ‘relevant persons’. The offering of securities to which this announcement relates will only be available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. No announcement or information regarding the offering, listing or securities of the Company referred to above may be disseminated to the public in jurisdictions where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering or listing of securities of the Company in any jurisdiction where such steps would be required, except for the admission of the new shares on Euronext Brussels. The issue, exercise, or sale of, and the subscription for or purchase of, securities of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
This communication is not a prospectus for the purposes of the Prospectus Regulation or the FinSa. This communication cannot be used as basis for any investment agreement or decision. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the securities referred to herein.
Important information about forward-looking statements
Certain statements in this press release may be considered “forward-looking”. Such forward-looking statements are based on current expectations, and, accordingly, entail and are influenced by various risks and uncertainties. The Company therefore cannot provide any assurance that such forward-looking statements will materialize and does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or any other reason. Additional information concerning risks and uncertainties affecting the business and other factors that could cause actual results to differ materially from any forward-looking statement is contained in the Company’s Annual Report. This press release does not constitute an offer or invitation for the sale or purchase of securities or assets of Oxurion in any jurisdiction. No securities of Oxurion may be offered or sold within the United States without registration under the U.S. Securities Act of 1933, as amended, or in compliance with an exemption therefrom, and in accordance with any applicable U.S. state securities laws.