DJ Affluent Medical: Affluent Medical announces the major success of its capital increase with preferential subscription rights for about EUR13.7 million
Affluent Medical Affluent Medical: Affluent Medical announces the major success of its capital increase with preferential subscription rights for about EUR13.7 million 02-March-2023 / 07:30 CET/CEST Dissemination of a French Regulatory News, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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PRESS RELEASE
Affluent Medical announces the major success of its capital increase with preferential subscription rights for about
EUR13.7 million
-- Total demand representing an oversubscription of 131.5%
-- 85% of preferential subscription rights were exercised
-- Issue of 10,146,450 shares with redeemable warrants attached (ABSARs) for a unit price of EUR1.35
-- Partial exercise of the extension clause for about EUR0.7 million
-- Truffle Capital subscription of 63% of the issue amount
-- Settlement-delivery of the new shares and redeemable warrants (BSARs) on March 6, 2023
Aix-en-Provence, March 2, 2023 - 7:30 am - Affluent Medical (the "Company" - ISIN code: FR0013333077 - ticker: AFME), a French MedTech specialized in the international development and industrialization of innovative medical prostheses, at a clinical stage, to treat severe urinary incontinence and mitral valve pathology, announces today the great success of its capital increase with preferential subscription rights for shareholders ("PSR") through the issue of shares with redeemable equity warrants attached ("ABSAR"), the amount of which, including the issue premium, being approximately EUR13.7 million ("the Capital Increase"), after partial exercise of the extension clause.
Sébastien Ladet, Chief Executive Officer of Affluent Medical, said: "I truly thank all the shareholders, and especially our reference shareholder Truffle Capital, who demonstrated their confidence with their participation to this capital increase that contributed to its great success. The funds raised give us the resources to execute our business plan towards the next important 2023 clinical milestones for our three devices, to prepare the industrialization steps of KaliosTM and Artus for commercial launch at the end of 2025. When our products reach the market, millions of patients around the world will be able to benefit from these innovative therapeutic solutions, unparalleled on the market today. Our medical devices will promote a better quality of life for patients, significantly altered by their severe pathologies: heart mitral valve disease and severe urinary incontinence."
Results of the Capital Increase
At the end of the subscription period that ended on February 27, 2023, total demand amounted to 12,666,818 ABSARs, corresponding to approximately EUR17.1 million, i.e. an oversubscription rate of 131.5% before the extension clause was exercised:
-- subscription orders made on an irreducible basis amounted to approximately EUR11.0 million, correspondingto 8,183,487 ABSARs and approximately 80.7% of ABSARs to be issued - They have been fully allocated;
-- reducible subscription orders amounted to approximately EUR3.8 million, corresponding to 2,819,165 ABSARsand approximately 19.3% of ABSARs to be issued - They are allocated approximatively to EUR2.7 million;
-- open subscriptions totaled EUR2.3 million, corresponding to 1,664,166 ABSARs (including the subscriptioncommitments of the 10 investors who had irrevocably committed to subscribe for the Capital Increase, in a totalamount of EUR2,060,000, the ABSARs that would not have been subscribed for at the end of the subscription period onan irreducible, reducible or open basis in order to carry out the Capital Increase at 100%). Given the high demandfor subscriptions on an irreducible and reducible basis, the open subscriptions cannot be allocated.
The Company thus decided to partially exercise the extension clause allowing for the creation of additional 512,428 ABSARs, and therefore the allocation of some of the subscriptions on a reducible basis.
The gross amount of the Capital Increase is therefore EUR13,697,707.50 through the issue of 10,146,450 ABSARs at a unit subscription price of EUR1.35.
The net proceeds of the Capital Increase (excluding the potential exercise of the redeemable warrants - BSARs), in the amount of EUR12.9 million, will enable Affluent Medical to extend the Company's cash horizon to November 2023 and will be used to:
-- initiate and potentially finalize patient enrollment for the Minerva pilot study of the Epygontranscatheter mitral valve replacement medical device and the development of associated ancillaries;
-- finalize the enrollment of patients in the Optimise II clinical trial and the preparation of theindustrialization of the KaliosTM medical device for mitral valve repair;
-- finalize the validations of the Artus medical device for the treatment of moderate to severe urinaryincontinence and the start of the Dry pilot study;
-- repay the Group's financial debts (Bpifrance innovation loan, Bpifrance repayable advances for the Mivanaproject and various state-guaranteed loans).
The settlement-delivery of the new shares and BSARs is scheduled for March 6, 2023.
The new shares and BSARs will be admitted to trading on the regulated market of Euronext Paris from March 6, 2023. The new shares will be admitted on the same quotation line as existing shares under the ISIN code: FR0013333077, and BSARs will be admitted to a separate quotation line under the ISIN code: FR001400FL38.
As a reminder, the BSARs may be exercised at any time until December 31, 2025. (8) BSARs will give the right to subscribe for one (1) new share (the "Exercise Ratio"), subject to payment of an exercise price of:
-- EUR1.50 between March 6, 2023 and December 5, 2023; then
-- EUR1.95 between December 6, 2023 and December 31, 2025.
If all of the BSARs are exercised at the respective prices of EUR1.50 and EUR1.95 per new share, the gross amount of the capital increase would reach EUR1.9 million and EUR2.5 million, respectively.
New shares resulting from the exercise of BSARs will be subject to periodic requests for admission to trading on the Euronext Paris market on the same quotation line as the Company's existing shares under the same ISIN code FR0013333077.
Company financing beyond November 2023
The Company will continue to face the challenge of its financing beyond November 2023, with an estimated net uncovered shortfall of EUR3.3 million at 12 months. Affluent Medical intends as a priority to remedy this shortfall by seeking new financing solutions, in particular through the implementation of a venture loan in the amount of EUR6 million, for which discussions have been initiated, through a capital increase depending on market conditions, or through non-dilutive financing within the framework of an innovation aid scheme in the form of subsidies and reimbursable advances aimed at financing clinical programs.
Breakdown of share capital and voting rights following the Capital Increase
The Company's share capital after the capital increase will total EUR30,896,652 divided into 30,896,652 shares with a nominal value of EUR1 each.
To the knowledge of the Company, the distribution of capital and voting rights following the Capital Increase is as follows:
Distribution of share capital and voting Distribution of share capital
rights and voting rights
Shareholders on a non-diluted basis on a diluted basis*
Number of % of Number of % Number of % of Number of %
shares share voting voting shares share voting voting
capital rights rights capital rights rights
Funds and holding companies managed by 19,882,262 64.35% 29,877,544 67.03% 20,681,334 57.09% 30,676,616 61.48%
Truffle Capital
Other financial investors 3,684,744 11.93% 6,922,689 15.53% 3,684,744 10.17% 6,922,689 13.87%
Co-founders, senior managers and members of
the Board of Directors, the Advisory Board 730,778 2.37% 1,324,902 2.97% 1,350,452 3.73% 1,944,576 3.90%
and of the Committees
Treasury stock 153,149 0.50% 0 0.00% 153,149 0.42% 0 0.00%
Employees 14,111 0.05% 14,111 0.03% 3,057,763 8.44% 3,057,763 6.13%
Free float 6,431,608 20.82% 6,432,080 14.43% 7,297,603 20.15% 7,298,075 14.63%
TOTAL 30,896,652 100.00% 44,571,326 100.00% 36,225,045 100.00% 49,899,719 100.00%
* Including the exercise of 230,632 warrants, 3,529,832 BSPCE and 10,146,450 BSAR as well as the definitive acquisition of 1,300 shares allocated free of charge, entitling the holder to a maximum number of 5,328,393 shares of the Company.
Truffle Capital participated in the Capital Increase for EUR6.0 million by subscribing on an irreducible basis per exercise of the PSR held and EUR2.6 million on a reducible basis, i.e. a total amount of EUR8.6 million, corresponding to 63.00% of the Capital Increase amount.
Mr. Sébastien Ladet and Mr. Christophe Giot, respectively Chief Executive Officer and Vice President Clinical Affairs, who had committed to subscribe to the Capital Increase for 20,000 euros and 15,000 euros, participated in the latter on an irreducible basis by subscribing for the same amounts.
The 10 investors committed within the framework of open subscriptions to subscribe, for a global amount of 2,060,000 euros, the ABSAR which would not have been subscribed for at the end of the irreducible, reducible or open subscription period in order to carry out the Capital Increase at 100 % have not been allocated, considering the irreducible and reducible applications exceeding this threshold.
Indicative timetable for the Capital Increase
-- Decisions of the Chief Executive Officer, acting on the delegation of the Board of
Directors, recording the subscription of ABSARs and therefore the finalization of the Capital
Increase through the creation and issue of ABSARs
Monday, March -- Issue of the ABSARs; Settlement-delivery of the ABSARs issued under the Capital Increase
6, 2023
-- Admission of the new shares and BSARs to trading on Euronext Paris
-- Opening of the exercise period of the BSARs based on an exercise price of EUR1.50 for the
subscription of one new Affluent Medical share
Monday, March -- Early date of resumption of the right to exercise BSPCEs (founder warrants) and BSAs
6, 2023 (regular warrants) granted or issued by the Company
Wednesday, -- Date of change in the exercise price of the BSARs; Opening of the exercise period of the
December 6, BSARs based on an exercise price of EUR1.95 for the subscription for one new Affluent Medical share
2023
Wednesday, -- End of the BSAR exercise period
December 31, -- Lapse of unexercised BSARs
2025
Company lock-up agreement
From 180 calendar days following the settlement-delivery date of the ABSARs, subject to certain exceptions and until December 31, 2023, the Company has undertaken to not issue shares or securities giving access to capital as part of financing through an Equity Line or OCABSA (bonds convertible into shares with warrants attached).
Shareholders' retention undertaking
Truffle Capital has undertaken to retain, subject to certain usual exceptions, the Affluent Medical shares that it held before the Capital Increase for a period ending 270 calendar days following the settlement-delivery date of the Capital Increase and the Affluent Medical ABSARs that may be subscribed in connection with the transaction for a period ending 180 calendar days following the settlement-delivery date of the Capital Increase.
Capital Increase Partners
Financial Advisor of the Company
Lead Arranger and Bookrunner
Legal Counsel
Auditor
Auditor
Financial Communication Advisory
Corporate Communication Advisory
Information available to the public
The terms of the Capital Increase with the maintenance of shareholders' preferential subscription rights are described in the prospectus approved by the Autorité des Marchés Financiers ("AMF") under number 23-029 dated February 8, 2023 (the "Prospectus"). This Prospectus is composed of Affluent Medical's 2021 Universal Registration Document approved by the AMF on April 29, 2022 under number R.22-017 (the "2021 Universal Registration Document"), the amendment to the 2021 Universal Registration Document approved by the AMF on February 8, 2023 under the number 23-003 (the " Amendment"), and the offering notice (including the summary of the prospectus) relating to the Capital Increase.
The Company draws the public's attention to the risk factors set out in section 2 of the offering notice and in sections 3 of the 2021 Universal Registration Document and the Amendment, in particular the liquidity risk, which states that Affluent Medical does not have sufficient net working capital to meet its obligations and operating cash requirements over the next twelve months, even after the Capital Increase with preferential subscription rights, as its cash enables it to finance its operations until November 2023, with the residual need not covered being estimated at EUR3.3 million.
About Affluent Medical
Affluent Medical is a French MedTech company, founded by Truffle Capital, with the ambition of becoming a global leader in the treatment of structural heart diseases, which are the world's leading cause of mortality, and urinary incontinence which currently affects one in four adults.
Affluent Medical develops next-generation, mini-invasive, innovative, adjustable, and biomimetic implants to restore critical physiological functions in these areas. The major technologies developed by the company are currently in preclinical and clinical studies.
KaliosTM, the first mitral adjustable annuloplasty ring, should be the first Affluent Medical device to be marketed.
Provided funding is obtained to finance its overall strategy and the results of the ongoing clinical studies are positive, the Company aims to gradually start commercializing its products in 2025.
For more information: www.affluentmedical.com
Contacts:
AFFLUENT MEDICAL ACTIFIN, financial communications
Sébastien Ladet Ghislaine Gasparetto
Chief Executive Officer +33 (0)6 21 10 49 24
investor@affluentmedical.com affluentmedical@actifin.fr
ACTIFIN, financial press relations
PRIMATICE, public relations France
Isabelle Dray Thomas Roborel de Climens
+33 (0)6 78 12 97 95
+33 (0)1 56 88 11 29
thomasdeclimens@primatice.com
idray@actifin.fr
Disclaimer
This press release does not constitute and may not be considered a public offer, purchase offer or subscription offer or as intended to solicit public interest for the purposes of a public offering. No communication or information relating to this transaction or to AFFLUENT MEDICAL may be distributed to the public in any country in which registration or approval requirements must be satisfied. No steps have been taken (or will be taken) in any country where such steps are required. The purchase of AFFLUENT MEDICAL shares may be subject to specific legal or regulatory restrictions in certain countries. AFFLUENT MEDICAL assumes no liability for any breach by any person of these restrictions.
This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). In France, an offer to the public of transferable securities may only be made by virtue of a prospectus approved by the AMF. For EEA Member States other than France (the "Member States") no action has been or will be taken to enable a public share offering that may require a prospectus to be published in one of these Member States. Consequently, the securities cannot be offered and shall not be offered in any Member State (other than France), except in accordance with the exceptions provided for in Article 1(4) of the Prospectus Regulation or in other cases that do not require AFFLUENT MEDICAL to publish a prospectus under the Prospectus Regulation and/or the regulations applicable in those Member States. This press release does not constitute an offer of shares to the public in the United Kingdom. This press release does not constitute an offer of securities or any solicitation to buy or subscribe for securities in the United States or in any other country (other than France). Securities may only be offered for sale, subscribed for or sold in the United States following registration under the terms of the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), or within the framework of an exemption from registration. AFFLUENT MEDICAL's shares have not been and will not be registered under the U.S. Securities Act and AFFLUENT MEDICAL does not intend to make any public offering of its securities in the United States.
The distribution of this press release in certain countries may constitute a breach of local laws and regulations. The information contained in this press release does not constitute an offer of securities in the United States, Canada, Australia or Japan. This document may not be published, transmitted or distributed either directly or indirectly in the territory of the United States of America, Canada, Australia or Japan.
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Regulatory filing PDF file File: PR_Affluent_Medical_Round of Financing Success LAST
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Language: English
Company: Affluent Medical
320 avenue Archimède, Les pléiades III Bâtiment B
13100 Aix en Provence France
France
Phone: +33 4 42 95 12 20
E-mail: jerome.geoffroy@affluentmedical.com
Internet: https://www.affluentmedical.com/
ISIN: FR0013333077
Euronext Ticker: AFME
AMF Category: Inside information / Issuer activities (acquisitions, sales...)
EQS News ID: 1572553
End of Announcement EQS News Service
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1572553 02-March-2023 CET/CEST
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March 02, 2023 01:30 ET (06:30 GMT)
