BioSenic signs a new subscription agreement for a maximum of EUR 1.2M in convertible bonds
08 Janeiro 2024 - 2:00PM
BioSenic signs a new subscription agreement for a maximum of EUR
1.2M in convertible bonds
BioSenic signs a new subscription
agreement for a maximum of EUR 1.2M in convertible
bonds
Mont-Saint-Guibert, Belgium, January 8,
2024, 6pm CEST – BIOSENIC (Euronext Brussels and Paris:
BIOS), the company addressing unmet medical needs in auto-immune
diseases and orthopedics, today announces that it has signed a new
subscription agreement for a maximum EUR 1.2 million convertible
bonds ("CBs") facility, arranged by ABO Securities through its
affiliated entity Global Tech Opportunities 15 ("GTO 15").
GTO 15 has committed to subscribe for up to EUR
1.2 million in CBs (subject to certain conditions precedent set
forth in the CB facility). The CBs will be issued and subscribed
for in a maximum of four tranches. A first tranche of 30 CBs with
an aggregate principal amount of EUR 300,000 will be subscribed for
(and payment instructed) by GTO 15 today. The issue and
subscription of the remaining three tranches, each with a principal
amount of EUR 300,000, can be requested at BioSenic’s sole
discretion over a six-month period beginning on the signing date of
the subscription agreement, subject to customary conditions to be
met (including (i) the possibility to immediately list any new
shares resulting from the conversion of the CBs and (ii) with
respect only to the fourth and final tranche, that the average
daily value of the company's shares over the trailing 20 trading
days – trimmed for 10% of the outliers – being higher than EUR
15,000). More precisely, BioSenic shall be entitled to require the
investor – without the investor’s further consent but subject in
each case to certain conditions precedent being met– to subscribe
for the second tranche on 26 January 2024 and thereafter following
a cool-down period of at least twenty 20 trading days following the
closing date of the previous tranche. GTO 15 has the right to
request the issuance of one tranche.
The CBs, denominated EUR 10,000 each, will be in
the form of unsecured, subordinated, registered bonds. The CBs will
not bear any coupon and have a maturity date of five years after
issuance, which may be extended by up to a year if the automatic
conversion of the CBs upon the maturity date would otherwise result
in GTO 15 holding more than 24.9% of the company's voting shares.
The CBs are convertible into ordinary shares of BioSenic. The
conversion price will be equal to 95% of the lowest daily VWAP
(Volume-Weighted Average Price) of the ordinary shares of BioSenic
observed during the pricing period of ten consecutive trading days
expiring on the trading day immediately preceding the date of CB
holder’s request of conversion, it being agreed that any trading
day where the CB holder participates in more than 25% of the daily
trading volume will be excluded from the 10-day pricing period.
The proceeds of the financing will essentially
contribute to continuing to advance the clinical development of
BioSenic’s lead asset, its ATO product, in the treatment of chronic
graft versus host disease (cGvHD). BioSenic has now entered the
final phase of its reorganization, following the reverse merger of
Bone Therapeutics SA with Medsenic SAS in October 2022. Efforts are
still ongoing to precisely evaluate the opportunities offered by
some of the past achievements of the company regarding its cell
repair platform and its program on osteoarthritis.
Prof. François Rieger, BioSenic CEO and
President of the Board, declares: “This contract allows us
not only to maintain but immediately to increase our efforts in the
early months of 2024. It will contribute to gather all necessary
elements to both start our Phase 3 international trial on chronic
GvHD with our oral form of ATO and find the best conditions to
offer to partnership some of the present assets of the company,
mainly related to our cell repair platform and osteoarthritis
viscosupplement.”
About ABO Securities Alpha Blue
Ocean (ABO) is a young and dynamic family office whose vocation is
to revolutionize the financial industry by offering alternative
solutions in constant innovation. ABO implements a direct, rational
and efficient approach, offering financing solutions in line with
the specific constraints of its clients.
About BioSenic
BioSenic is a biotech company specializing in
the development of clinical assets issued from: (i) the arsenic
trioxide (ATO) platform (with key target indications including
Graft-versus-Host Disease (GvHD), systemic lupus erythematosus
(SLE) and systemic sclerosis (SSc) and (ii), the development of
innovative products to meet unmet needs in immune and autoimmune
diseases. Following a reverse merger in October 2022, BioSenic
combined its strategic positioning and key strengths to develop,
separately and in combination, an entirely new arsenal of various
anti-inflammatory and anti-autoimmune formulations using the
immunomodulatory properties of ATO/oral ATO (OATO) with its
innovative cell therapy platform and strong IP for tissue repair
protection.
BioSenic is based in the Louvain-la-Neuve
Science Park in Mont-Saint-Guibert, Belgium. Further information is
available at http://www.biosenic.com.
About BioSenic technology
platforms
- The ATO platform has immunomodulatory properties with
fundamental effects on the activated cells of the immune system.
One direct application is its use in onco-immunology to treat GvHD
(Graft-versus-Host Disease) in its chronic, established stage.
cGvHD is one of the most common and clinically significant
complications affecting long-term survival of allogeneic
hematopoietic stem cell transplantation (allo-HSCT). BioSenic has
been successful in a phase 2 trial with its intravenous
formulation, which has orphan drug designation status by FDA and
EMA. The company is heading towards an international phase 3
confirmatory study, with its new, IP-protected, OATO formulation.
Another selected target is moderate-to-severe forms of systemic
lupus erythematosus (SLE), using the same oral formulation. ATO has
shown good safety and significant clinical efficacy on several
affected organs (skin, mucosae and the gastrointestinal tract) in
an early phase 2a study. Systemic sclerosis is also part of the
clinical pipeline of BioSenic. This serious chronic disease badly
affects skin, lungs or vascularization, and has no current
effective treatment. Preclinical studies on pertinent animal models
are positive, giving good grounds to launch a phase 2 clinical
protocol.
- ALLOB, an allogeneic cell therapy platform made of
differentiated bone marrow sourced Mesenchymal Stromal Cells
(MSCs), which can be stored at the point of use in hospitals. ALLOB
represents a unique and proprietary approach to organ repair and
specifically to bone regeneration, by turning undifferentiated
stromal cells from healthy donors into bone-forming cells on the
site of injury. After phase 2 clinical results with contradictory
conclusions, BioSenic is now focusing on determining the best time
to optimise the efficacy of ALLOB (between early or late
treatment).
The company is currently focusing its present
R&D and clinical activities on a selective, accelerated
development of its autoimmune (ATO/OATO) platform.
For further information, please
contact:
BioSenic SAFrançois Rieger, PhD,
Chief Executive OfficerTel: +33 (0)671 73 31
59investorrelations@biosenic.com
International Media Enquiries:IB
CommunicationsNeil Hunter / Michelle BoxallTel: +44 (0)20
8943 4685neil.hunter@ibcomms.agency / michelle@ibcomms.agency
For French Investor Enquiries:Seitosei ●
ActifinGhislaine GasparettoTel: +33 (0)1 56 88 11
22ggasparetto@actifin.fr
Certain statements,
beliefs and opinions in this press release are forward-looking,
which reflect the company or, as appropriate, the company
directors’ current expectations and projections about future
events. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial effects of the plans and events described herein. A
multitude of factors including, but not limited to, changes in
demand, competition and technology, can cause actual events,
performance or results to differ significantly from any anticipated
development. Forward looking statements contained in this press
release regarding past trends or activities should not be taken as
a representation that such trends or activities will continue in
the future. As a result, the company expressly disclaims any
obligation or undertaking to release any update or revisions to any
forward-looking statements in this press release as a result of any
change in expectations or any change in events, conditions,
assumptions or circumstances on which these forward-looking
statements are based. Neither the company nor its advisers or
representatives nor any of its subsidiary undertakings or any such
person’s officers or employees guarantees that the assumptions
underlying such forward-looking statements are free from errors nor
does either accept any responsibility for the future accuracy of
the forward-looking statements contained in this press release or
the actual occurrence of the forecasted developments. You should
not place undue reliance on forward-looking statements, which speak
only as of the date of this press release.
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