Montrouge, France, May 5, 2022
DBV Technologies Completes ADSs Sale of an amount of $15.3 million on Nasdaq through its At-The-Market program (ATM)
DBV Technologies (Euronext: DBV - ISIN: FR0010417345 - Nasdaq Global Select Market: DBVT) (the "Company"), a clinical-stage biotechnological company, today announced that, pursuant to the Company's At-The-Market program established on May 2, 2022 (the "ATM Program"), it has issued and completed sales of new ordinary shares (the "Ordinary Shares") in form of American Depositary Shares ("ADSs"), for a total gross amount of $15.3 million, to Braidwell LP through Jefferies LLC ("Jefferies"), acting as sale agent, each ADS representing one-half of one ordinary share of DBV Technologies.
In this context, and under the provisions of Article L.225-138 of the French Commercial Code (Code de commerce) and pursuant to the 28th resolution adopted by the Annual General Meeting of Shareholders held on May 19, 2021, 12,072,476 new ADSs and 6,036,238 new underlying Ordinary Shares have been issued through a capital increase without preferential subscription rights of the shareholders reserved to specific categories of persons fulfilling certain characteristics (the "ATM Issuance"), at a unit subscription price of 1.27 dollar per ADS (i.e., a subscription price per Ordinary Share of 2,41 euro based on the USD/EUR exchange rate of 1.0531 dollar for 1 euro, as published by the European Central Bank on May 4, 2022) and each ADS giving the right to receive one-half of one ordinary share of the Company) representing a dilution of approximately 9.9% on the basis of the issued share capital to date.
The issuance and the delivery of the new Ordinary Shares will take place on May 6, 2022. ADSs will be admitted to trading on Nasdaq Global Select Market ("Nasdaq") and the new Ordinary Shares on Euronext in Paris ("Euronext Paris"), it being specified that the new Ordinary Shares represent 10.96% of the existing shares already admitted to trading on Euronext Paris, thus representing, over a period of 12 months, less than 20% of the ordinary shares already admitted to trading on Euronext Paris without a French listing prospectus.
A shelf registration statement on Form S-3Alternatively, a copy of the prospectus supplement.
No prospectus will be subject to the approval of the French Financial Markets Authority (the Autorité des Marchés Financiers or the "AMF") pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council dated June 14, 2017, as amended (the "Prospectus Regulation") since the contemplated share capital increase(s) (for the issuance of the ordinary shares underlying the ADSs) would be offered to qualified investors (as such term is defined in Article 2(e) of the Prospectus Regulation) and fall under the exemption provided for in Article 1(5)(a) of the Prospectus Regulation which states that the obligation to publish a prospectus shall not apply to admission to trading on a regulated market of securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 20% of the number of securities already admitted to trading on the same regulated market.
The share capital of the Company prior to, and after, the ATM Issuance is the following:
| Before the ATM Issuance (as at 05/04/2022)* | After the ATM Issuance* | |||
| Number of shares | % share capital and theoretical % voting rights** | Number of shares | % share capital and theoretical % voting rights** | |
| Entities affiliated with Baker Bros. Advisors | 11,593,150 | 21.04% | 11,593,150 | 18.96% |
| Braidwell LP | - | -% | 6,036,238 | 9.87% |
| Entities affiliated with Bpifrance Participations SA | 4,668,700 | 8.47% | 4,668,700 | 7.64% |
| Treasury | 175,208 | 0.32% | 175,208 | 0.29% |
| Management | 29,170 | 0.05% | 29,170 | 0.05% |
| Public Float | 38,630,309 | 70.11% | 38,630,309 | 63.19% |
| Total | 55,096,537 | 100.00% | 61,132,775 | 100.00% |
* The share capital of the Company as shown in this table takes into account the ordinary shares held in the form of ADSs.
** Considering the low amount of treasury shares without voting rights, there is no significant discrepancy between the theoretical percentage of voting rights and the actual percentage of voting rights.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In particular, no public offering of the ADSs will be made in Europe.
Information Available to the Public
Detailed information concerning the Company, in particular with regard to its business, results, forecasts and corresponding risk factors, is provided in the Company's Annual Report on Form 10-K). The URD, as well as other regulated information, are available on the AMF website-france.org). All of the foregoing documents are available at the Company's website and are available free of charge on request at the Company's registered office at 177-181 avenue Pierre Brossolette, 92120 Montrouge, France.
About Braidwell
Braidwell seeks to serve the people and organizations that transform human health by providing flexible capital and thoughtful partnership to companies at all stages of development, at all parts of the capital structure, across public, private, and structured capital markets.
https://www.braidwell.com
About DBV Technologies
DBV Technologies is developing Viaskin, an investigational proprietary technology platform with broad potential applications in immunotherapy. Viaskin is based on epicutaneous immunotherapy, or EPIT, DBV Technologies' method of delivering biologically active compounds to the immune system through intact skin. With this new class of non-invasive product candidates, the Company is dedicated to safely transforming the care of food allergic patients. DBV Technologies' food allergies programs include ongoing clinical trials of Viaskin Peanut. DBV Technologies has global headquarters in Montrouge, France, and North American operations in Basking Ridge, NJ. The Company's ordinary shares are traded on segment B of Euronext Paris (Ticker: DBV, ISIN code: FR0010417345) and the Company's ADSs (each representing one-half of one ordinary share) are traded on the Nasdaq Global Select Market (Ticker: DBVT).
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding DBV Technologies' ATM program and the settlement of the sales discussed in this press release. These forward-looking statements are not promises or guarantees and involve substantial risks and uncertainties. These forward-looking statements may be impacted by market conditions as well as other risks and uncertainties set forth in DBV Technologies' regulatory filings with the AMF, DBV Technologies' filings and reports with the SEC, including in DBV Technologies' Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 9, 2022, and future filings and reports made with the AMF and SEC by DBV Technologies. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. Other than as required by applicable law, DBV Technologies undertakes no obligation to update or revise the information contained in this Press Release.
DBV Investor Relations Contact
Anne Pollak
+ 1
DBV Media Contact
Angela Marcucci
+1
Disclaimer
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to solicit the interest of the public in France, the United States, or in any other jurisdiction, in connection with any offer.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This announcement is not an advertisement and not a prospectus within the meaning of the Prospectus Regulation.
This document does not constitute an offer to the public in France and the securities referred to in this document can only be offered or sold in France pursuant to article L. 411-2, 1° of the French Monetary and Financial Code to qualified investors (investisseursqualifiés) as defined in Article 2(e) of the Prospectus Regulation.
With respect to the Member States of the European Economic Area, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant Member State. As a result, the securities may not and will not be offered in any relevant Member State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that relevant Member State.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" (people with professional investment experience) falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted.
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