Press Release
Paris, March 13, 2024, 6 PM
Quantum Genomics publishes its results for the 2023 financial year.
The merger with ExactCure,
which marks the strategic redeployment of the company and will be submiCed for a shareholder vote on April 24.
Quantum Genomics (Euronext Growth-FR0011648971 - ALQGC) publishes its financial results for the 2023 financial year today.
The Board of Directors approved the annual accounts, which met on March 12, 2024. The audit procedures have been carried out, and the audit report relaBng to the account cerBficaBon is available on the Company's website. The annual financial report for the financial year ending December 31, 2023, is available on the Company's website: hGps://quantum-genomics.com/en/, "investors" secBon.
On the occasion of the publicaBon of the annual results of Quantum Genomics, Jean-Philippe Milon, its Chairman and CEO, declared:
"2023 was a year of refounda1on for Quantum Genomics. We worked to preserve our cash flow by restructuring our workforce and supplier debt so that we could launch a new, valuable, and sustainable business project. Thanks to our unfailing will and the renewed confidence of our shareholders, first and foremost, O1um Capital, we are approaching 2024 with confidence.
AJer an in-depth examina1on of several opportuni1es, we iden1fied a unifying and value-crea1ng project in e-health developed by ExactCure. The merger with this company will give Quantum Genomics a new start by responding to the major Public Health challenge of the proper use of medicines and bringing significant and las1ng changes to Health.
For our company, the year 2024 will truly begin on April 24, the date of the Annual Ordinary and Extraordinary General Mee1ng, which will be called to decide on the merger that we are considering with ExactCure. I invite our shareholders to par1cipate in this General Mee1ng by vo1ng massively in favor of this project to make their voices heard and to give our company a new ambi1on. »
A preserved financial situation to redeploy the company's activity
The results for the 2023 financial year reflect the cessaBon of the development of firibastat and the restructuring period that followed to preserve the company's financial situaBon and, thus, redeploy its acBvity.
At the end of December 2023, operaBng income amounted to €36,000 compared to €3.00 million a year earlier. TesBfying to the drasBc restructuring measures implemented, operaBng expenses were significantly reduced and amounted to €3.20 million compared to €33.10 million the previous year. OperaBng profit thus stands at -€3.10 million, compared to -€30.10 million in 2022.
AXer taking into account a financial result of -0.03 M€ and an excepBonal result of -0.04 M€, the net result stands at -3.20 M€ as of December 31, 2023.
At the end of this financial year, the Company's shareholders' equity amounts to €0.43 million, compared to €3.60 million at the end of December 2022. Available cash, which includes a Research Tax Credit of 2. €50 million, is €3.50 million as of December 31, 2023, compared to €10.40 million as of December 31, 2022. Financial debts amount to €2.72 million and correspond to a PGE taken out with BNPandaBPIR&Dloan.
Redeployment of activity in the field of e-health
During the 2023 financial year, Quantum Genomics laid the foundaBons for a new business project to drive and create shareholder value. As indicated to the market, the company has held numerous discussions with unlisted HealthTech companies, meeBng specific selecBon criteria: a major field of acBvity, an innovaBve and differenBaBng project, and know-how that can be replicated internaBonally, a high-performance team that complements that of Quantum Genomics.
At the end of this process, Quantum Genomics entered into exclusive negoBaBons on December 13, 2023, with a view to a merger with ExactCure, a French HealthTech developing a device combining arBficial intelligence and mathemaBcal modeling, making it possible to simulate the behavior that a drug will have when it is taken by the paBent and thus to best adapt the treatment taking, according to the individual characterisBcs of each paBent. This technology, which has a CE mark, is already implemented by major healthcare soluBon providers and iniBally targets pharmaceuBcal laboratories. The resulBng enBty would thus become one of the first Digital Health companies listed on the Euronext Growth market. This project was the subject of a detailed press release on December 14, 2023.
To successfully complete this merger, Quantum Genomics will submit the operaBons described below to the vote of its shareholders.
For this purpose, the Ordinary Annual and Extraordinary General MeeMng will be held on April 24, 2024, at 10:00 a.m. at the Cozy MeeMng Center, 34 Avenue des Champs-E?lysées, 75008 Paris.
This MeeBng will notably be called upon to decide on the following operaBons:
- the reducMon in the share capital of Quantum Genomics:
The share capital of Quantum Genomics would be decreased from 13,935,691.31 euros to 1,393,569.13 euros. The par value of Quantum Genomics shares, which today is around €0.40 (forty euro cents), would be decreased to around €0.04 (four euro cents).
This reducBon would make it possible to parBally offset the losses for the year and the "retained earnings" debt item. It would also facilitate the release of capital during future capital increases of the Company.
- the contribuMon in kind of 100% of ExactCure shares:
277,031 shares of ExactCure, represenBng the enBrety of the voBng rights and capital of ExactCure, would be contributed to Quantum Genomics for a total contribuBon value of 6,000,000 euros.
As remuneraBon for their contribuBons, the contributors would benefit from the issue of 34,854,973 shares of Quantum Genomics for their benefit, to be issued at a unit price of 0.1721418 euros (corresponding to a valuaBon of the Company of 6,000,000 euros). The issue price of the new shares of Quantum Genomics was established based on the implementaBon of the Revalued Net Asset Value (RNAV) method, which is based on the determinaBon of the fair value of the various assets and liabiliBes of the company. This method is also called the "heritage method." The implementaBon of this method was based in parBcular on (i) the
reference to comparable financial transacBons (takeover of a company without acBve operaBonal acBvity, which is listed on the stock exchange) and (ii) other latent assets.
The issue price of the new shares of Quantum Genomics shows a premium of approximately 70% compared to the closing share price on March 11, 2024.
The shareholders of ExactCure and Quantum Genomics signed a contribuBon agreement relaBng to the transacBon on March 12, 2024.
The report(s) of the contribuBon auditors ruling on the value of the contribuBons in kind and the remuneraBon of the contribuBons will be made available to shareholders on the Quantum Genomics website.
As a result of these operaBons, the share capital of Quantum Genomics will be increased to 2,787,137.94 euros divided into 69,709,954 shares. Quantum Genomics shareholders would retain 50% of the Company's capital.
Thus, a shareholder of Quantum Genomics with a 1% holding in the capital of Quantum Genomics before the operaBon (based on the share capital of 13,935,691.31 euros divided into 34,854,981 shares) will have a holding of approximately 0.5% of the capital of Quantum Genomics following the contribuBon (based on a share capital of 2,787,137.94 euros divided into 69,709,954 shares).
Based on the shareholders' equity as of December 31, 2023, the share of shareholders' equity per share which amounted to approximately 0.012 euros prior to the issue of 34,854,973 shares of Quantum Genomics as remuneraBon for the contribuBon, would be approximately 0.092 euro following this issuance, on an undiluted basis.
At the end of the contribuBon operaBon, the current directors of ExactCure, Frédéric Dayan, Sylvain Benito, and Fabien AsBc, will respecBvely have 20.21%, 9.02%, and 6.86% of Quantum Genomics's capital. OneRagTime will have 8.54% of the capital, and OBum Capital will hold 5.80% of the capital.
All the preparatory documents for the April 24 Ordinary and Extraordinary General MeeBng have been made available to shareholders on the Company's website .
If the Company's shareholders were to approve the resoluMons which will be submied to their vote, 2024 could mark a new start for Quantum Genomics and the start of an innovaMve and value-creaMng project, pu^ng arMficial intelligence to the benefit of challenges public health keys.
Contacts
Quantum Genomics
contact@quantum-genomics.com
Valfa Communication (EUROPE)
Communication financière et médias
irquantumgenomics@gmail.com
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