- A cash position of 12.1 million euros on June 30, 2023,
strengthened by:
- The receipt on July 20 of €10 million from Sanofi following the
signature of the M1Pram exclusivity agreement
- A €10 million financing package concluded today, comprising:
- €5 million through the issue of 1,101,320 new ordinary shares
reserved for subscription by investors, including notably
Bpifrance1 and Gérard Soula, at a price per share of €4.54,
corresponding to the volume-weighted average price over the last
three trading sessions, without discount
- €5 million through the issue of convertible bonds to European
investors including Vester Finance
- A significant reduction in debt following the repayment of IPF
Partners debt of €9.8 million on July 13
Regulatory News:
Adocia (Euronext Paris: FR0011184241 – ADOC), a clinical-stage
biopharmaceutical company specializing in the development of
innovative formulations of proteins and peptides for the treatment
of diabetes and other metabolic diseases (the “Company”),
announced today its financial results for the second quarter of
2023, as well as the completion of a €10 million financing
operation as announced in a press release on July 5, 2023.
"First and foremost, I would like to thank the investors who
have renewed their confidence in Adocia, and in particular
Bpifrance, Gérard Soula and Vester Finance. This financing
operation has put us back on a sound financial footing, which
should be strengthened by the forthcoming revenues expected from
our partnership with Tonghua Dongbao in 2024. This will enable us
to intensify our efforts on our two main projects, M1Pram and
AdoShell," says Olivier Soula, Chief Executive Officer of
Adocia.
"The exclusive negotiation agreement with Sanofi on M1Pram opens
up the prospect of a very promising partnership with this market
leader. M1Pram has the potential to become a blockbuster thanks to
its unique positioning, which aims to offer obesity treatment to
people suffering from insulin-dependent diabetes, by simply
replacing their mealtime insulin."
Second quarter 2023 financial results
The main financial figures for the quarter are as follows:
Detail of the revenue for the second quarter of 2023
In thousands of euros, IFRS
standards (unaudited)
06/30/2023 (3 months)
06/30/2022 (3 months)
06/30/2023 (6 months)
06/30/2022 (6 months)
Licensing revenues
52
4 811
161
4 896
Research and collaboration
agreements
763
1 959
1 466
2 453
REVENUE
815
6 770
1 627
7 349
Adocia's revenues derive mainly from the licensing and
collaboration agreements signed with Tonghua Dongbao (THDB) for the
development, production and marketing of BioChaperone® Lispro and
BioChaperone® Combo in China and other Asian territories.
- Sales of €1.6 million recognized in the first half of 2023
mainly reflect the latest services provided by Adocia's teams as
part of the collaboration signed with THDB on the BioChaperone®
Combo project to finalize the three clinical trials conducted in
Europe. It also includes revenues from the AdOral® feasibility
study currently underway.
- In 2022, over the same period, the figure was impacted by €4.8
million from the receipt in May 2022 of the milestone payment
generated following enrolment and dosing of the first patient in
the Phase 3 program launched with BioChaperone® Lispro by THDB in
China.
Net Cash Position as of June 30, 2023
The Company's cash position amounts to €12.1 million as of June
30, 2023, compared with €17.4 million on December 31, 2022. This
position includes €4.3 million received in February 2023 as part of
the mobilization of the 2022 research tax credit. On a comparable
basis, cash consumption from operations for the first six months of
the year came to €5.3 million, lower than last year's figure for
the same period (€6.9 million).
Net financial debt (excluding IFRS 16 impacts and derivative
instruments) stood at €19.6 million at the end of June 2023,
compared with €24.1 million on December 31, 2022. The decrease in
debt of €4.6 million over the first half is mainly due to (i) the
repayment of the quarterly installment (March) of the IPF Partners
loan, offset by the costs and interest associated with the early
repayment of the debt at the beginning of July, (ii) the conversion
(for an amount of -€3,7 million at the end of June 2023) of the
bonds convertible into shares known as "OC 1124" issued by the
Company in December 2022 and (iii) the repayment of PGE loans
(-€0.7 million) and (iv) the waiver of a €0.5 million debt by
Bpifrance on the Hinsbet program initiated in 2012 and
discontinued.
Events since June 30, 2023
As announced in the press release published by the Company on
July 5, 2023, the Company proceeded on July 13 with the early total
repayment of its loan with IPF Partners for an amount of €9.8
million. This repayment releases Adocia from all pledges and
securities associated with this debt.
Adocia's financial debt currently consists mainly of convertible
bonds (which will impact shareholders' equity) and the PGE (Prêt
Garanti par l'Etat) contracted with Bpifrance, HSBC, BNP and LCL
for a total of €5.8 million. As part of the discussions that began
with its bankers at the end of March, the Company had requested an
adjustment to the PGE debt, and discussions on this subject are
continuing.
On July 20, 2023, the Company received a payment of €10 million
under the option agreement signed with Sanofi for exclusive rights
on M1Pram.
"Through these different operations, we have succeeded in
refinancing the company, while at the same time clearing our debt
with IPF Partners, which was imposing restrictive covenants on the
company. With all the transactions carried out in July, the company
will have nearly €20 million at its disposal, enabling us to
implement our development plan by focusing our finances on the two
priority projects: M1Pram and AdoShell", comments Valérie
Danaguezian, CFO of Adocia.
2nd Quarter Portfolio Highlights
A detailed review of project progression will be available in
the half-yearly results as of June 30, 2023 (press release to be
published on September 18, 2023).
The BioChaperone® Lispro project, currently in Phase 3 with
partner Tonghua Dongbao, is progressing according to the plan
established. Completion of Phase 3 is scheduled for 2024, which
should give right to a milestone payment of €10 million. Tonghua
Dongbao and Adocia are actively working to bring the latest
generation of ultra-rapid-acting insulin to the Asian market.
Meanwhile, with regards to the development of BioChaperone®
Combo, a combination of slow and fast insulins, the three Phase 1
clinical trials conducted in Germany by Adocia for partner Tonghua
Dongbao have been completed. Data analysis is underway, and the
results will be the subject of a future communication. On the basis
of these results, Tonghua Dongbao and Adocia expect to enter
directly into Phase 3, which would give way to a milestone payment
of €10 million in 2024.
The exclusivity agreement on M1Pram granted to Sanofi for €10
million was a major and structuring event. Adocia aims to establish
a worldwide partnership with Sanofi for this product by the end of
2023. On the development front, the Company is currently preparing
the next clinical steps.
Research activities in the first half of 2023 have yielded new
data on AdoShell® Islets. These have been selected for an oral
presentation at the ADA (American Diabetes Association - 83rd
Scientific Sessions). In particular, 7-month survival of islets
encapsulated in AdoShell® was demonstrated in diabetic rats,
without immunosuppression. Exceptional biocompatibility was also
demonstrated, with good tolerance and no inflammatory reactions or
fibrosis.
The AdOral® platform is the object of a feasibility study for
the oral formulation of a partner's peptide (confidential). This
feasibility study could lead to the establishment of a
partnership.
Details of the financing operation
Today’s financing is twofold:
- a capital increase of €5 million for the benefit of investors,
including Bpifrance2 and Gérard Soula (“the Capital
Increase”);
- an issue of 566,539 bonds convertible into shares with a par
value of ten euro each (the "Convertible Bonds") for a total
nominal amount of approximately €5.7 million subscribed by Vester
Finance and two European investors.
The Capital Increase and the issuance of the Convertible Bonds
will give rise to the publication of a prospectus subject to the
approval of the Autorité des marchés financiers (AMF).
Use of Proceeds and cash flow horizon
The funds raised will be used to accelerate the development of
the Company's portfolio, and more specifically AdoShell® Islets and
M1Pram.
The Company has developed a portfolio of innovative products
specializing in the treatment of diabetes and obesity. It entered
into a partnership with Tonghua Dongbao in April 2018 for the
development, production and marketing of BioChaperone® Lispro and
BioChaperone® Combo in China and certain Asian territories. It also
has three products in preclinical development, for which a
feasibility study is underway.
In July, the Company announced the signature of an exclusivity
agreement on M1Pram with Sanofi for €10 million, cashed on July 20,
2023. This transaction secured the financing operation carried out
today.
With the funds raised, the Company plans to finance its
activities until May 2024, i.e. 10 months of operations, which
should enable it (i) to meet the next potential milestone payments
under the THDB contract (i.e. $20 million expected in 2024), and
(ii) to put the Company in a favorable position to enter into a
partnership with Sanofi on M1pram, which would significantly
strengthen the Company's cash position.
The proceeds from the transaction will be also used to finance
the Company's ongoing development and research activities, as well
as its general operating needs and ongoing expenses.
At this stage, the Company is not yet able to finance its
development by its own efforts, and must therefore regularly call
on external financing, through private placements and financing
such as the issue of convertible bonds.
Over the next twelve months, the Company has reasons to believe
that additional financing is likely to be obtained, although the
probabilities depend on factors beyond the Company's control. The
Company estimates that the net additional cash required to meet its
needs over the next twelve months is around €4 million. The
Company's management is actively working on all these sources of
financing, and remains confident that it will be able to extend its
cash flow horizon.
Main characteristics of the Capital Increase
The Chief Executive Officer of the Company, using the
sub-delegation granted by the Board of Directors on July 20, 2023,
itself using the delegation granted to it by the Company's General
Meeting of the Shareholders of May 11, 2023 (the “General
Meeting”) pursuant to its 22nd resolution, has decided today
the issuance of 1,101,320 New Shares, in accordance with article L.
225-138 of the French Commercial Code, with cancellation of the
preferential subscription rights of the shareholders in favor of
four investors, including Bpifrance3 and Mr. Gérard Soula.
In accordance with the 22nd resolution of the General Meeting,
the Chief Executive Officer has set the subscription price of the
New Shares at €4.54, corresponding to the volume-weighted average
share price of the three trading days preceding the date on which
the issue price was set, with no discount.
The admission of the New Shares to trading on the regulated
market of Euronext in Paris is scheduled for July 28, 2023. They
will be listed on the same quotation line as the existing shares of
the Company (ISIN FR0011184241), will carry dividend rights and
will be immediately assimilated to the existing shares of the
Company.
Terms of the Convertible Bonds
The issuance of the Convertible Bonds has been decided today by
the Chief Executive Officer of the Company, using the
sub-delegation granted by the Board of Directors on July 20, 2023,
from the delegation granted by the General Meeting of shareholders
under its 23rd resolution. This issuance was carried out in
accordance with article L. 225-138 of the French Commercial Code,
with cancellation of the preferential subscription rights of
shareholders in favor of a category of investors meeting the
characteristics determined by the General Meeting4.
The subscription price, paid in cash, will be paid in full on
the subscription date, i.e. €5 million net.
These Convertible Bonds were issued at a price equal to 93% of
their nominal value (representing a subscription amount of
approximately €5.3 million net). The Convertible Bonds will not
bear interest and will mature on July 25, 20255. They may be
converted into ordinary shares at the request of the holders, at
any time and at a subscription price which will depend on the
Adocia share price at the time of conversion6 per share7. The
Convertible Bonds may also be redeemed at the request of the holder
should an event of default occur.
The new shares resulting from the conversion of the Convertible
Bonds will be fully fungible with the existing ordinary shares and
have the same rights.
In the event that the Convertible Bonds have not been fully
converted and/or redeemed at maturity, they will be fully redeemed
by the Company at 100% of their nominal value.
No application for admission of the Convertible Bonds to listing
on the regulated market of Euronext in Paris will be made.
This transaction has been advised and structured by Vester
Finance, who is also an underwriter of the Convertible Bonds.
Theoretical impact of the Capital Increase and the issuance
of the Convertible Bonds
Following the Capital Increase and the issuance of the
Convertible Bonds, the Company's share capital will amount to
€1,125,632.70, i.e. 11,256,327 ordinary shares with a nominal value
of €0.10 each.
Prior to the transaction, the Soula family group held 15.9% of
the capital, including 9.9% held by Gérard Soula. Bpifrance, acting
on behalf of the Innobio and BioAm funds which it manages, held
7.2% of the Company's capital prior to the transaction.
Following the completion of the Capital Increase, Mr. Gérard
Soula will hold 9.9%, the family group will hold 14.4%, and
Bpifrance will hold 9.5%8.
For illustrative purposes, a shareholder holding 1% of the
Company's share capital before the Capital Increase (on a
non-diluted basis) that has not participated in the transaction
will hold:
- 0.902% of the Company's share capital after the Capital
Increase - 0.792% after the Capital Increase and assuming that all
the Convertible Bonds (OC0725) are converted, resulting in an
issuance of 1,560,713 shares (on the basis of the Conversion Price
calculated at the date of this press release, i.e. EUR 3.63).
Table of the shareholding structure:
Before the Capital
Increase
After the Capital
Increase
After Capital Increase and
conversion of Convertible Bonds
Nber of shares
% of capital
% of voting rights(1)
Nber of shares
% of capital
% of voting rights(1)
Nber of shares
% of capital
% of voting rights(1)
Soula Family
1 612 675
15,9%
24,1%
1 943 071
17,3%
24,6%
1 943 071
14,4%
21,2%
Gérard Soula (*)
1 006 455
9,91%
14,73%
1 336 851
11,88%
15,93%
1 336 851
9,93%
13,76%
Olivier Soula (*)
310 040
3,05%
4,79%
310 040
2,75%
4,42%
310 040
2,30%
3,81%
Rémi Soula
278 690
2,74%
4,31%
278 690
2,48%
3,97%
278 690
2,07%
3,43%
Laure Soula
17 490
0,17%
0,27%
17 490
0,16%
0,25%
17 490
0,13%
0,22%
Financial investors
1 122 106
11,05%
17,23%
1 672 766
14,86%
19,80%
1 672 766
12,42%
17,11%
Innobio (a)
621 641
6,12%
9,61%
621 641
5,52%
8,86%
621 641
4,62%
7,65%
Fonds BioAM (b)
112 716
1,11%
1,74%
112 716
1,00%
1,61%
112 716
0,84%
1,39%
FPS Bpifrance Innovation I –
Venture compartment (c)
0
0,00%
0,00%
550 660
4,89%
3,92%
550 660
4,09%
3,39%
Sub-total (a)+(b)+(c)
734 357
7,23%
11,36%
1 285 017
11,42%
14,39%
1 285 017
9,54%
12,43%
Fund Amundi
1 570
0,02%
0,02%
1 570
0,01%
0,02%
1 570
0,01%
0,02%
Fund Viveris
25 618
0,25%
0,27%
25 618
0,23%
0,25%
25 618
0,19%
0,22%
Oréo Finance
40 561
0,40%
0,63%
40 561
0,36%
0,58%
40 561
0,30%
0,50%
SHAM (2)
320 000
3,15%
4,95%
320 000
2,84%
4,56%
320 000
2,38%
3,94%
Employees
141 460
1,39%
1,90%
361 724
3,21%
3,33%
361 724
2,69%
2,87%
Scienific Committee (BSA)
700
0,01%
0,01%
700
0,01%
0,01%
700
0,01%
0,01%
Directors
0
0,00%
0,00%
0
0,00%
0,00%
0
0,00%
0,00%
Autocontrol (3)
9 988
0,10%
0,00%
9 988
0,09%
0,07%
9 988
0,07%
0,06%
Others (inc. OC0725,
OC1124 & OC1023)
7 268 078
71,57%
56,75%
7 268 078
64,57%
52,22%
9 479 401
70,39%
58,73%
TOTAL
10 155 007
100,00%
100,00%
11 256 327
100,00%
100,00%
13 467 650
100,00%
100,00%
(1) Theoretical voting rights (i.e.
including shares deprived of voting rights). All fully paid-up
shares (regardless of class) registered in the name of the same
shareholder for at least two years carry double voting rights, in
proportion to the percentage of share capital they represent.
Risk Factors
The risk factors affecting the Company are presented in section
1.4 of the universal registration document relating to the
financial statements for the year ended December 31, 2022, filed
with the Autorité des marchés financiers on April 26, 2023. The
main risks and uncertainties that the Company may face in the
remaining six months of the financial year are identical to those
presented in the universal registration document available on the
Company's website. These risk factors may be updated in the
prospectus to be prepared by the Company in the context of the
admission to trading on the regulated market of Euronext Paris of
the new shares to be issued in connection with the Capital Increase
and upon conversion of the convertible bonds, and which will be
submitted to the AMF for approval. Investors are also invited to
consider the following risks: (i) the volatility and liquidity of
the Company's shares may fluctuate significantly, (iii) the
Company's shares may be sold on the market, which may have a
negative impact on the share price, and (iv) the Company's
shareholders may suffer a potentially significant dilution
resulting from any future capital increase that may be necessary
for the Company's financing.
About Adocia
Adocia is a biotechnology company specializing in the discovery
and development of therapeutic solutions in the field of metabolic
diseases, primarily diabetes and obesity.
The company has a broad portfolio of drug candidates based on
three proprietary technology platforms:
1) The BioChaperone® technology for the development of new
generation insulins and products combining insulins with other
classes of hormones; 2) AdOral®, an oral peptide delivery
technology; 3) AdoShell®, an immunoprotective biomaterial for cell
transplantation, with a first application in pancreatic cells
transplantation; 4) AdoGel®, a long-acting drug delivery
platform.
Adocia holds more than 25 patent families. Based in Lyon, the
company has about 100 employees. Adocia is listed on the regulated
market of EuronextTM Paris (Euronext: ADOC; ISIN:
FR0011184241).
Disclaimer
This press release contains certain
forward-looking statements concerning Adocia and its business. Such
forward-looking statements are based on assumptions that Adocia
considers as being reasonable. However, there can be no guarantee
that the estimates contained in such forward-looking statements
will be achieved, as such estimates are subject to numerous risks
including those which are set forth in the “Risk Factors” section
of the universal registration document that was filed with the
French Autorité des marchés financiers on April 26, 2023 (a copy of
which is available at www.adocia.com, in particular uncertainties
that are linked to research and development, future clinical data,
analyses, and the evolution of the economic context, the financial
markets and the markets in which Adocia operates.
The forward-looking statements contained
in this press release are also subject to risks not yet known to
Adocia or not considered as material by Adocia as of this day. The
occurrence of all or part of such risks could cause that actual
results, financial conditions, performances, or achievements of
Adocia be materially different from those mentioned in the
forward-looking statements.
The offer does not give rise to the
preparation of a Prospectus subject to the approval of the AMF.
However, the admission to trading of the shares to be issued in
connection with the transaction will give rise to the preparation
of a prospectus approved by the AMF.
_____________________________________ 1Acting on behalf of the
FPS Bpifrance Innovation I - Compartment Venture fund, which it
manages 2Acting on behalf of the FPS Bpifrance Innovation I -
Compartment Venture fund, which it manages 3Acting on behalf of the
FPS Bpifrance Innovation I - Compartment Venture fund, which it
manages 4Namely, under the terms of the General Meeting's 23rd
resolution: "any strategic or financial partner of the Company,
whether or not a shareholder of the Company, located in France or
abroad, which has entered into or is due to enter into one or more
partnership (development, co-development, distribution,
manufacturing, etc.), commercial or financing agreements with the
Company (or a subsidiary), directly or through one or more
companies controlled or by which they are controlled within the
meaning of Article L. 233-3 of the French Commercial Code".
5Extendable under certain conditions 6At least equal to the lower
of (i) EUR 5.11 and (ii) 92% of the lowest of the daily VWAPs
(volume-weighted average price) over a period of 15 days preceding
each conversion request (but not less than 80% of the
volume-weighted average share price for the three trading days
preceding the date of the conversion request). It is also specified
that in the event of a significant rise in Adocia's share price,
convertible bond holders will pay the Company a premium in the form
of a one-off increase in the conversion price calculated in
accordance with the terms of the convertible bond issue contract.
7Up to the issue ceiling set by the General Meeting in its 23rd
resolution (€170,000 as of today) 8Acting on behalf of the Innobio,
BioAm and FPS Bpifrance Innovation I - Compartment Venture funds
which it manages.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230725688289/en/
Adocia Olivier Soula CEO
contactinvestisseurs@adocia.com +33 (0)4 72 610 610 www.adocia.com
Ulysse Communication Adocia Press and Investors
Relations Pierre-Louis Germain Bruno Arabian
adocia@ulysse-communication.com + 33 (0)6 64 79 97 51
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