- Signing of a strategic partnership with Furui, a leading
Chinese healthcare player and Theraclion’s long-term partner
- Launch of a global financing of up to 15M€
- Appointment of Martin Deterre as CEO
Regulatory News:
THERACLION (ISIN: FR0010120402; Mnemo: ALTHE), an innovative
company developing a scalable robotic platform for non-invasive
ultrasound therapy, announced today the signing of a strategic
agreement with its long-term partner Furui, the launch of a
financing with various investors for a total amount of up to 15M€,
which would allow it to finance the deployment of its strategy over
3 years, and the appointment of its new CEO, Martin Deterre.
Accelerated strategy execution
Theraclion is focusing on the treatment of varicose veins
through 3 strategic axes, with regular deliverables, starting this
year:
- US market clearance by the FDA via the launch in the coming
months of a pivotal multi-center study
- Rapid access to the high-potential Chinese market and the
development of industrial capacities in China, in close partnership
with Furui
- Artificial Intelligence and further advances in technology and
robotics, to shorten and simplify treatments
The new CEO will have the funding to execute this strategy,
which should contribute to rapid value creation for Theraclion, the
world leader in non-invasive focused ultrasound therapy,
approaching 2,000 varicose veins treatments to date.
Strategic partnership with Furui
Furui has been a shareholder of Theraclion SA since 2016 and the
co-shareholder in Theraclion China. Furui will invest through its
subsidiary Furui Paris €7 million, including €6 million in the €11
million capital increase decided by Theraclion's Board of Directors
on May 24th, 2023, and €1 million, through the exercise of
warrants, conditional on the achievement of milestones. Furui
brings its know-how in supporting innovative medical companies in
their international expansion with particular expertise in the
Chinese market. Theraclion and Furui will develop a production
capacity for Echopulse® and SONOVEIN® in China. Theraclion will
license its technologies and trademarks in China to Theraclion
China, for €3 million based on the achievement of milestones.
An immediate capital increase of 11M€, which can be increased
to a maximum of 12.7M€
The funds will be raised through a capital increase, decided by
the Board of Directors at its meeting on May 24th, 2023, by issuing
19,064,124 shares with warrants attached (the "ABSAs") for a
total amount of €11 million. The subscription price per share is
€0.577, i.e. a discount of 20% compared to the weighted average of
the market prices of the last five trading sessions preceding the
issue. This amount may be increased to a maximum of 21,923,742
ABSAs for an amount of €12.7 million. In addition, six new shares
will give the right to subscribe to one new share at a price of
€0.577.
Appointment of a CEO
On May 24th, the Board of Directors appointed Martin Deterre as
CEO of Theraclion, previously Director of Engineering and
Development of Theraclion since 2020. He has successfully led the
development of the new generations of SONOVEIN® and demonstrated
his ability to achieve ambitious goals in a short timeframe with
dynamism and pragmatism. "I am honored and grateful to have been
promoted to lead Theraclion in executing our strategy to commercial
success," concluded Martin Deterre.
ANNEXES
Furui-Theraclion Partnership
The objective of this transaction is to more actively and
effectively introduce Theraclion's advanced high-intensity focused
ultrasound (HIFU) therapy technology and products to the Chinese
market, particularly the non-invasive treatment of varicose veins,
thyroid tumors and breast fibroadenomas. This partnership will
create medical products suitable for the Chinese market with
advanced international medical devices combined with local
industrial manufacturing capabilities and will encourage medical
institutions to create new models of corresponding medical
services. At the same time, the resources provided by Furui will
help Theraclion to better promote its products worldwide.
In the long term, this transaction will expand the company's
business scope, strengthen its competitiveness, and improve its
sustainability and business performance, in line with the company's
development strategy and shareholders' interests.
Terms and conditions of the fundraising
The fundraising will be carried out in two distinct but
concomitant parts:
- a capital increase through the issuance of ABSAs with
cancellation of the preferential subscription right to the benefit
of categories of beneficiaries (investment companies and investment
funds under French or foreign law investing in a sector similar or
complementary to that of the Company as well as strategic partners
of the Company) (in accordance with the 10th resolution of the
Ordinary and Extraordinary General Meeting of June 30th, 2022) (the
"Offering to Categories of Persons"); and
- a capital increase by way of issuance of ABSAs with
cancellation of preferential subscription rights within the
framework of a public offering addressed exclusively to a limited
circle of investors acting on their own behalf and/or to qualified
investors as referred to in article L. 411-2 of the French Monetary
and Financial Code (in accordance with the 9th resolution of the
Ordinary and Extraordinary Shareholders' Meeting of June 30th,
2022) (the "Private Placement").
Each ABSA will have attached to it a warrant to subscribe for
shares (the "BSA") on the basis of one BSA for six shares.
The BSAs will be detached from the shares immediately upon issue.
They will be exercisable until December 31st, 2025.
The issue price of the ABSAs, set by the Board of Directors, is
€0.577 per new share, representing a 20% discount to the weighted
average of the Theraclion share price over the last five trading
days preceding the setting of the issue price, in accordance with
the 9th and 10th resolutions of the Ordinary and Extraordinary
General Meeting of June 30th, 2022. The subscription price of the
ABSAs is identical for the Offering and the Private Placement.
The subscription period for the ABSAs starts on Thursday, May
25th, 2023, from the close of trading, until June 15th, 2023.
Pursuant to Article 1.4 of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017, the
Fundraising will not give rise to the preparation of a prospectus
subject to the approval of the Autorité des marchés financiers
("AMF").
This press release does not constitute a prospectus under
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended, or an offer to the public.
Undertaking to abstain
None.
Commitment to subscribe
Under the terms of the agreement entered into on May 24th, 2023,
Furui has undertaken, subject to certain conditions, to subscribe
via Furui Paris for 10,398,614 ABSAs, i.e. a subscription of €6M to
the Classified Offering.
Subject to the achievement of certain operational performance
indicators, Furui has also committed to exercise the BSAs through
its French subsidiary, representing a potential additional
contribution of €1M.
In addition, upon completion of the capital raising, two
representatives of Furui will be appointed to the Board of
Directors, in accordance with the agreement entered into on May
24th, 2023.
Impact of the issuance of the ABSA on the shareholders'
participation
The impact of the ABSA issue described above on shareholders'
equity interests (calculated on the basis of 29,618,027 shares
making up the share capital and 30,764,005 shares on a fully
diluted basis prior to the ABSA issue) would be as follows:
Shareholder's participation in
%
On a non-diluted basis
On a diluted basis
Before issue of new shares
1,00%
0,96%
In the event of the issue of 19,064,124
new shares
0,61%
0,59%
In the event of the issue of 19,064,124
new shares and 3,177,354 shares on exercise of all the warrants
0,57%
0,56%
Impact of the issuance of the ABSAs on shareholders'
equity
The impact of the issuance of the ABSAs described above on the
share of equity (calculated on the basis of the 29,618,027 shares
making up the share capital and the 30,764,005 shares on a fully
diluted basis before the issuance of the ABSAs) would be as
follows:
Shareholders' equity at
December 31, 2022
On a non-diluted basis
On a diluted basis
Before issue of new shares
0,025€
0,024€
In the event of the issue of 19,064,124
new shares
0,241€
0,236€
In the event of the issue of 19,064,124
new shares and 3,177,354 shares on exercise of all the warrants
0,262€
0,256€
Potential cash inflow from operations (excluding
over-allotment option)
Cash contribution
Including Furui
Royalties from licensing agreement with
Furui
3M€
3M€
Capital increase
11M€
6M€
Additional funds raised in the event of
exercise of the warrants attached to the ABSAs (assuming 100%
greenshoe option exercised)
1.8 M€
1M€
Total
15,8 M€
(including 9M€ from Furui)
About Martin Deterre
Martin Deterre received an Engineer degree from the Ecole
Polytechnique, a Master of Science from M.I.T. and a Ph.D. in
Physics from the University of Paris Sud. His professional career
in the medical device industry, and more particularly in disruptive
technology start-ups, has led him to work on various technical,
regulatory and operational issues, from pacemakers (Sorin Group) to
retinal implants (Pixium Vision). His technical knowledge of
Theraclion's products, strong customer orientation and proven
managerial skills are the basis of his legitimacy to lead the
company's teams today.
Risk Factors
Detailed information about Theraclion, including its business,
results and risk factors, is presented in the annual financial
report for the year ended December 31st, 2022. It is available,
together with other regulated information and press releases, on
the company's website www.theraclion.com.
The occurrence of some or all of these risks could have an
adverse effect on the Company's business, financial condition,
results, development or prospects. The risk factors presented in
the annual financial report remain unchanged as of the date of this
press release.
About Theraclion
Theraclion is a French MedTech company committed to developing a
non-invasive alternative to surgery through the innovative use of
focused ultrasound.
High Intensity Focused Ultrasound (HIFU) does not require
incisions nor an operating room, leaves no scars, and allows
patients an immediate return to their daily activities.
Echotherapy, as the HIFU treatment method is called, concentrates
therapeutic ultrasounds to an internal focal point from outside of
the body.
Theraclion has developed two CE-marked robotic platforms
delivering echotherapy: SONOVEIN® for varicose veins and ECHOPULSE®
for breast fibroadenoma and thyroid nodules. Each representing the
potential to replace millions of surgical procedures every
year.
Based in Malakoff (Paris), the Theraclion team is made up of 30
people, mainly in technological and clinical development.
For more information, please visit www.theraclion.com or
www.echotherapy.com and follow the account on LinkedIn.
About Furui
Furui is a Chinese medical group specializing in the manufacture
and marketing of drugs, as well as the R&D and distribution of
medical devices, mainly in pediatric and liver indications. Furui
has extensive resources in the field of medical devices and has
achieved significant commercial success, contributing to its
reputation in China and France. The company has been listed on the
Shenzhen Stock Exchange since 2010.
Theraclion is listed on Euronext Growth Paris Eligible for the
PEA-PME scheme Mnemonic: ALTHE - ISIN code: FR0010120402 LEI:
9695007X7HA7A1GCYD29
Disclaimer
This press release, and the information it contains, does not
constitute an offer to sell or subscribe, or the solicitation of an
order to buy or subscribe, shares in Theraclion in any country.
This press release constitutes a promotional communication and
not a prospectus within the meaning of Regulation (EU) n°2017/1129
of the European Parliament and of the Council of June 14, 2017 (the
"Prospectus Regulation").
With respect to Member States of the European Economic Area
other than France (the "Member States"), no action has been
taken or will be taken to permit a public offering of the
securities making it necessary to publish a prospectus in any of
these Member States. Consequently, the securities cannot and will
not be offered in any Member State (other than France), except in
accordance with the exemptions provided for in article 1(4) of the
Prospectus Regulation, or in other cases not requiring the
publication by Theraclion of a prospectus under article 3 of the
Prospectus Regulation and/or the regulations applicable in those
Member States.
This press release does not constitute an offer to sell
securities or the solicitation of an offer to buy or subscribe for
securities in the United States of America. The shares, or any
other securities, of Theraclion may not be offered or sold in the
United States of America except pursuant to registration under the
U.S. Securities Act of 1933, as amended (the "Securities
Act"), or pursuant to an exemption from the registration
requirements, except that the shares of Theraclion have not been
and will not be registered under the Securities Act. Theraclion
does not intend to register the offering in whole or in part in the
United States of America or to conduct a public offering in the
United States of America.
With respect to the United Kingdom, the announcement is directed
only at persons located (x) outside the United Kingdom or (y) in
the United Kingdom, who are "qualified investors" (as that term is
defined in the Prospectus Regulations which form part of domestic
law pursuant to the European Union (Withdrawal) Act 2018) and who
(i) are investment professionals within the meaning of Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion
Order"), (ii) fall within Article 49(2) (a) to (d) ("high net
worth companies, unincorporated associations etc. "of the Financial
Promotion Order, or (iii) are persons to whom an invitation or
inducement to take part in investment activities (within the
meaning of section 21 of the Financial Services and Markets Act
2000) may lawfully be communicated or passed on (the persons
referred to in paragraphs (y)(i), (y)(ii) and (y)(iii) together
being referred to as "Relevant Persons"). This press release is
intended for Authorized Persons only and may not be used by anyone
other than an Authorized Person.
This press release contains information about Theraclion's
objectives and forward-looking statements. This information is not
historical data and should not be construed as a guarantee that the
facts and data stated will occur. This information is based on
data, assumptions and estimates considered reasonable by
Theraclion. Theraclion operates in a competitive and fast-changing
environment. It is therefore not in a position to anticipate all
the risks, uncertainties or other factors that might affect its
business, their potential impact on its business, or the extent to
which the materialization of a risk or combination of risks could
have results materially different from those mentioned in any
forward-looking information. This information is given only as of
the date of this press release. Theraclion undertakes no obligation
to publicly update this information or the assumptions on which it
is based, except as may be required by law or regulation.
The distribution of this press release may be subject to
specific regulations in certain countries. Consequently, persons
physically present in such countries and in which the press release
is circulated, published or distributed must inform themselves of
and comply with such laws and regulations.
The information contained in this press release does not
constitute an offer of securities in the United States, Australia,
Canada, Japan or any other country. This press release may not be
published, transmitted or distributed, directly or indirectly, in
the United States of America, Australia, Canada or Japan.
This document may not be distributed,
directly or indirectly, in the United States, Canada, Australia or
Japan.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230525005805/en/
Theraclion Martin Deterre CEO
martin.deterre@theraclion.com
Theraclion (EU:ALTHE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Theraclion (EU:ALTHE)
Historical Stock Chart
From Apr 2023 to Apr 2024