- Launch of an offering of new shares for approximately 17
Million Euros through a Reserved Offering aimed at categories of
institutional investors, and a PrimaryBid Offering aimed at retail
investors via the PrimaryBid platform
- Subscription commitments from existing shareholders and
Directors of the Company for a total of 14.4 Million Euros
- Concomitant sale of a maximum of 125,000 existing shares held
by Seventure Partners, representing approximately 1% of the share
capital for a maximum amount of 1 Million euros
- Offering Price of new shares of €8 per share
- Closing of the Primary Bid Offering on May 14, 2024, at 10 pm
(CET) and of the Reserved Offering on May 15, 2024 before market
opening subject to early closing
- The funds raised will be used to fund the company’s R&D
activities, covering completion of the Phase 3 trial for MaaT013 in
Europe, including top-line results/primary endpoint in mid Q4 2024,
r continuing the pipeline development, including the initiation of
Phase 3 trial activities for MaaT013 in the US and for working
capital and other general corporate purposes, including repayment
of current debts
Regulatory News:
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN MAAT PHARMA OR ANY OTHER ENTITY IN
ANY JURISDICTION.
MaaT Pharma (EURONEXT: MAAT - the "Company"), a clinical-stage
biotechnology company and a leader in the development of Microbiome
Ecosystem TherapiesTM (MET) dedicated to enhancing survival for
patients with cancer, today announces the launch of an offering of
approximately 18 million euros, comprising a reserved offering of
new ordinary shares to categories of investors and a public
offering of new ordinary shares to retail investors (via the
PrimaryBid platform) (the “Primary Offering”), and a
sale of existing shares for 1 million euros, at a price of €8 per
share (the “Offering Price”).
MaaT Pharma will use the net proceeds of the Primary Offering to
fund the continued development of its Microbiome Ecosystem
TherapiesTM, including:
- completion of the Phase 3 trial for MaaT013 in Europe,
including top-line results/primary endpoint expected in mid-Q4
2024;
- refining the pipeline development, encompassing the initiation
of Phase 3 trial activities for MaaT013 in the US and the
broadening of the Phase 2b trial with MaaT033 across Europe;
and
- working capital and other general corporate purposes, including
repayment of current debts.
In the context of the Global Offering, the Company benefits from
the long-term support of its historical shareholders Bpifrance
Investissement, Biocodex and Seventure Partners who have committed
themselves to subscribe for a total amount of €14.3m in the Global
Offering, subject to the Reserved Offering representing at least
€17 million.
Excluding the proceeds of the Reserved Offering, on the basis of
planned expenditure, total cash and cash equivalents as of March
31, 2024, of €18.2 million (unaudited), the Company estimates that
it will be able to fund its operations until the end of September
2024. On the same basis, including the proceeds of the Reserved
Offering representing more than €17 million, the Company estimates
that it will be able to finance its operations into early Q1 2025.
The Company is also engaged to seek further financing dilutive
and/or non-dilutive financing solutions to finance operations
beyond early Q1 2025 and remains confident in extending its cash
runway to meet its financial obligations over the next 12 months.
The Company reports in parallel revenues of EUR 0.8 million for the
first quarter of 2024 compared with EUR 0.7 million for the same
period of 2023, in relation to its Early Access Program for MaaT013
in Europe.
Concurrently with the Primary Offering, certain funds managed by
Seventure Partners (together, the “Selling Shareholder”)
will sell a maximum of 125,000 shares, representing a maximum
amount of 1 million euros (the “Secondary Offering” and
together with the Primary Offering, the “Global
Offering”). These funds are currently in a divestment period
and are progressively selling the shares they hold in the Company,
but Seventure Partners will continue to support the development and
growth of the Company and has committed to participate to the
Reserved Offering through other funds.
Hervé Affagard, CEO and co-founder of MaaT Pharma,
commented: “We are pleased to announce a capital increase at a
price of €8 per share with €14,4 million already committed by our
longstanding investors and management. While anchored around our
historical investors, this offering is strategically aimed at
continuing expanding our shareholder base through retail investors,
further increasing our market float. Thus, we have partnered with
the PrimaryBid platform to offer them the opportunity to join us
under the same conditions as institutional investors.
This transaction will enable us to finalize and present the
primary endpoint of the Phase 3 trial of our lead product, MaaT013,
in acute graft-versus-host disease, and to support the increase of
maturity of our pipeline, including the expansion in the US.
Encouraged by the positive clinical data from our recent early
access program, we are highly motivated to push forward in our
development efforts. We are dedicated to a structured approach that
aims to bring innovative therapeutic solutions to patients who are
battling diseases with limited treatment options and challenging
prognoses.”
Terms and Conditions of the Global Offering
The Global Offering will be carried out in three concomitant
components under the same pricing conditions:
- a reserved offering (the “Reserved Offering”) of new
ordinary shares without pre-emptive subscription rights, to
specific categories of investors, namely: (i) natural person(s) or
legal entity(ies), including companies, trusts, investment funds or
other investment vehicles, in any form, established under French or
foreign law, that regularly invest in the pharmaceutical,
biotechnological or medical technologies sectors, as the case may
be, when an industrial, commercial, licensing, research or
partnership agreement is entered into with the Company; and/or (ii)
company(ies), institution(s) or entity(ies) in any form, French or
foreign, which conduct a significant portion of their business in
these sectors or in the field of cosmetics or chemicals or medical
devices or research in these fields, or having entered into an
industrial commercial, licensing, research or partnership agreement
with the Company, in accordance with the 25th resolution of the
annual general meeting of June 19, 2023 (the “AGM”) and
pursuant to article L. 225-138 of the French Commercial Code
- a public offering of new ordinary shares, aimed at retail
investors via the PrimaryBid platform, which will be carried out
via an allocation proportional to demand, limited to the amount
allocated to this public offering, with allocations reduced should
demand exceed this limit, in accordance with the 23rd resolution of
the AGM and pursuant to article L. 225-136 of the French Commercial
Code and article L. 411-2-1 1° of the French Monetary and Financial
Code (the “PrimaryBid Offering”) , and
- a sale of up to 125,000 existing ordinary shares representing a
maximum amount of 1 Million euros held by the Selling Shareholder
to the same specific categories of investors defined in the
Reserved Offering.
The total amount of the Global Offering would be approximately
18 million euros, with a possibility to increase this total amount,
subject to investor demand.
The amount of the Global Offering will depend exclusively on the
orders received for each of the above-mentioned components, with no
possibility of reallocating the amounts committed to the Reserved
Offering and the Secondary Offering, to the PrimaryBid Offering.
The PrimaryBid Offering to retail investors is incidental to the
Reserved Offering and may not exceed 20% of the total amount of the
Global Offering. In any event, the PrimaryBid Offering will not be
carried out if the Reserved Offering does not occur.
The Offering Price of the new shares will be at a price of €8
per share, representing an approximate discount of 15% of the
Company’s shares on the Euronext Paris regulated market at the time
of the last trading session preceding announcement (i.e. May 13,
2024), in compliance with the 25th, 23rd and 27th resolutions of
the Company. The Offering Price of the new ordinary shares issued
under the PrimaryBid Offering and of the existing shares sold in
the Secondary Offering will be equal to the price of the new
ordinary shares issued under the Reserved Offering.
The Reserved Offering and the Secondary Offering will be carried
out by "accelerated bookbuilding", at the end of which the number
of new shares to be issued and the price per share will be
determined by the Chief Executive Officer of the Company, pursuant
to and within the limits of the sub-delegations of authority
granted by the Board of Directors of the Company as of the date of
this press release and in accordance with the resolutions of the
AGM.
The accelerated book-building process for the Reserved Offering
and the Secondary Offering will be initiated immediately following
the publication of this press release and is expected to close
before markets open tomorrow, subject to early closing. The
PrimaryBid Offering will also begin immediately and is expected to
close at 10 p.m. today, subject to early closing. The Company will
announce the results of the Global Offering by press release after
the order book closes, tomorrow before the market opens.
The Reserved Offering will be available, within the categories
of investors defined above, (i) to institutional investors in
France, outside France with the exception of the United States,
Canada, Australia and Japan and, solely within the categories of
investors specifically provided for in the 25th resolution
mentioned above, and (ii) to certain institutional investors in the
United States.
Settlement-delivery of the new ordinary shares and their
admission to trading on the regulated market of Euronext Paris are
expected to occur on May 17, 2024. The new shares will be of the
same class and fungible with the existing shares, will carry all
rights attached to the shares, and will be admitted to trading on
the Euronext Paris market under the same ISIN code FR0012634822 -
MAAT.
Shareholders’ subscription and lock-up agreements
Current shareholders Bpifrance Investissement, Biocodex and
Seventure Partners which hold 15,51%, 10,62% and 22,31% of the
Company’s share capital, respectively on a non-dilutive basis, have
pledged to subscribe €8 million, €5 million and €1.3 million
respectively in the Reserved Offering, subject for the Reserved
Offering representing at least €17 million. The Management of the
Company has pledged to subscribe €100,000 in the Reserved
Offering.
The subscription commitments received by the Company, as
detailed above, thus represent a total of €14.4 million.
The press release announcing the results of the Global Offering
will set out the shareholding resulting from the transaction.
The independent directors of the Company were called upon to
vote alone on the transaction, unanimously approved both the
principle of the transaction and its terms. Mr. Hervé Affagard, Mrs
Isabelle de Crémoux for Seventure Partners, and Mr. Jean-Marie
Lefèvre for Biocodex, did not take part in the vote of this
decision.
In connection with the Reserved Offering, participating
Directors and certain existing shareholders namely, Seventure
Partners, Biocodex and Bpifrance Investissement have respectively
entered into a lock-up agreement with the Placement Agent for a
period ending 90 days after the settlement and delivery date of the
Offering, subject to customary exceptions. In connection with the
Reserved Offering, the Company has undertaken to refrain from
issuing shares for a period of 90 days from the settlement-delivery
date of the Offer, subject to customary exceptions.
Financial Intermediaries
Stifel Europe AG (“Stifel”) are acting as Global
Coordinator and Joint Bookrunner in connection with the Reserved
Offering. Gilbert Dupont SNC, Groupe Société Générale, is acting as
Joint Bookrunner in connection with the Reserved Offering. Stifel
is also acting as Centralizing Agent (together, the “Placement
Agents”). The Reserved Offering is subject to a placement
agreement entered into between the Company and the Placement Agents
dated May 14, 2024.
Within the framework of the PrimaryBid Offering, investors may
only subscribe via the PrimaryBid Partners mentioned on the
PrimaryBid website. The PrimaryBid Offering is subject to an
engagement letter entered into between the Company and PrimaryBid
and is not subject to a placement agreement.
Prospectus
In connection with the Reserved Offering, a listing prospectus
will be submitted to the Autorité des Marchés Financiers (the
"AMF") prior to the settlement and delivery of the new
ordinary shares (the "Prospectus"). The Prospectus will
consist of (i) the Company's universal registration document filed
with the AMF on April 2, 2024, under number D.24-0225, with its
amendment to be filed with the AMF, and (ii) a securities note
including the summary of the Prospectus. This Prospectus will be
available on the AMF's website (www.amf-france.org) and on the
Company's website (www.maatpharma.com/) and may be obtained free of
charge from the Company's registered office.
This press release does not constitute a prospectus under
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14, 2017, as amended, or a public offering.
Risk factors
The public's attention is drawn to the risk factors relating to
the Company and its business, presented in chapter 3 of the
universal registration document 2024 approved by the Autorité des
marchés financiers on April 02, 2024, which is available free of
charge on the Company's website (www.maatpharma.com) and the
website of the Autorité des marchés financiers
(www.amf-france.org). The occurrence of any or all of these risks
could have an adverse effect on the Company's business, financial
situation, results, development or prospects.
In addition, investors are invited to consider the following
risks specific to the issue: (i) the market price of the Company's
shares could fluctuate and fall below the Offering Price of the
shares issued under the Offer, (ii) the volatility and liquidity of
the Company's shares could fluctuate significantly, (iii) sales of
the Company's shares could occur on the market and have an
unfavorable impact on the Company's share price, and (iv) the
Company's shareholders could suffer potentially significant
dilution as a result of any future capital increases made necessary
by the Company's search for financing.
About MaaT Pharma
MaaT Pharma, a leading clinical-stage biotechnology company, has
established a complete approach to restoring patient-microbiome
symbiosis in oncology. Committed to treating cancer and
graft-versus-host disease (GvHD), a serious complication of
allogeneic stem cell transplantation, MaaT Pharma initiated an
open-label, single-arm Phase 3 clinical trial in patients with
acute GvHD, building on the positive results of its Phase 2
proof-of-concept study. Its powerful discovery and analysis
platform, gutPrint®, enables the identification of novel disease
targets, evaluation of drug candidates, and identification of
biomarkers for microbiome-related conditions. The company’s
Microbiome Ecosystem Therapies are produced through a standardized
cGMP manufacturing and quality control process to safely deliver
the full diversity of the microbiome in liquid and oral
formulations. MaaT Pharma benefits from the commitment of
world-leading scientists and established relationships with
regulators to support the integration of the use of microbiome
therapies in clinical practice. MaaT Pharma is listed on Euronext
Paris (ticker: MAAT).
Forward-looking Statements
All statements other than statements of historical fact included
in this press release about future events are subject to (i) change
without notice and (ii) factors beyond the Company’s control. These
statements may include, without limitation, any statements preceded
by, followed by or including words such as “target,” “believe,”
“expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,”
“project,” “will,” “can have,” “likely,” “should,” “would,” “could”
and other words and terms of similar meaning or the negative
thereof. Forward-looking statements are subject to inherent risks
and uncertainties beyond the Company’s control that could cause the
Company’s actual results or performance to be materially different
from the expected results or performance expressed or implied by
such forward-looking statements.
Disclaimer
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
shares in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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 press release is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the
“Prospectus Regulation”). Any decision to purchase shares
must be made solely on the basis of publicly available information
on the Company.
In France, the offer of MaaT Pharma shares described below will
be made in the context of (i) a capital increase reserved to
specified categories of beneficiaries, pursuant to article L.
225-138 of the French Commercial Code and applicable regulatory
provisions and (ii) a public offering primarily intended to retail
investors through the PrimaryBid platform, pursuant to article L.
225-136 of the French Commercial Code and article L.411-2-1, 1° of
the French Monetary and Financial Code. Pursuant to article 211-3
of the General regulations of the French financial markets
authority (Autorité des marchés financiers) (the "AMF") and
articles 1(4) and 3 of the Prospectus Regulation, the offer of MaaT
Pharma shares will not require the publication of a prospectus
approved by the AMF.
With respect to Member States of the European Economic Area, no
action has been taken or will be taken to permit a public offering
of the securities referred to in this press release requiring the
publication of a prospectus in any Member State. Therefore, such
securities may not be and shall not be offered in any Member State
other than in accordance with the exemptions of Article 1(4) of
Prospectus Regulation or, otherwise, in cases not requiring the
publication of a prospectus under Article 3 of the Prospectus
Regulation and/or the applicable regulations in such Member
State.
This press release and the information it contains are being
distributed to and are only intended for persons who are (x)
outside the United Kingdom or (y) in the United Kingdom and are (i)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (ii) high net worth entities
and other such persons falling within Article 49(2)(a) to (d) of
the Order (“high net worth companies”, “unincorporated
associations”, etc.) or (iii) other persons to whom an invitation
or inducement to participate in investment activity (within the
meaning of Section 21 of the Financial Services and Market Act
2000) may otherwise lawfully be communicated or caused to be
communicated (all such persons in (y)(i), (y)(ii) and (y)(iii)
together being referred to as “Relevant Persons”). Any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire securities to which this press release relates will only be
engaged with Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this press release or any of its
contents.
This press release may not be distributed, directly or
indirectly, in or into the United States. This press release and
the information contained therein does not, and will 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 restrictions may apply. Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933,
as amended (the “Securities Act”). The securities of MaaT Pharma
have not been and will not be registered under the Securities Act,
and MaaT Pharma does not intend to conduct a public offering in the
United States.
A listing prospectus will be submitted to the Autorité des
Marchés Financiers (the "AMF") prior to the settlement and delivery
of the new ordinary shares (the "Prospectus"). The Prospectus will
consist of (i) the Company's universal registration document filed
with the AMF on April 2, 2024 under number D.24-0225, with its
amendment to be filed with the AMF, and (ii) a securities note
including the summary of the Prospectus. This Prospectus will be
available on the AMF's website (www.amf-france.org) and on the
Company's website (www.maatpharma.com/) and may be obtained free of
charge from the Company's registered office.
MIFID II Product Governance/Target Market: solely for the
purposes of the requirements of article 9.8 of the EU Delegated
Directive 2017/593 relating to the product approval process, the
target market assessment in respect of the shares of MaaT Pharma
has led to the conclusion in relation to the type of clients
criteria only that: (i) the type of clients to whom the shares are
targeted is eligible counterparties and professional clients and
retail clients, each as defined in Directive 2014/65/EU, as amended
(“MiFID II”); and (ii) all channels for distribution of the
shares of MaaT Pharma to eligible counterparties and professional
clients and retail clients are appropriate. Any person subsequently
offering, selling or recommending the shares of MaaT Pharma (a
“distributor”) should take into consideration the type of clients
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the shares of MaaT Pharma and determining appropriate
distribution channels.
The distribution of this press release may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this press release must inform him or
herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other
securities of MaaT Pharma must be made solely based on information
publicly available about MaaT Pharma. Such information is not the
responsibility of Stifel and Gilbert Dupont and has not been
independently verified by Stifel and Gilbert Dupont.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240514431876/en/
MaaT Pharma – Investor Relations Guilhaume DEBROAS, Ph.D.
Head of Investor Relations +33 6 16 48 92 50
invest@maat-pharma.com
MaaT Pharma – Media Relations Pauline RICHAUD Senior PR
& Corporate Communications Manager +33 6 14 06 45 92
media@maat-pharma.com
Trophic Communications – Corporate Communications Jacob
VERGHESE or Priscillia PERRIN +49 151 7441 6179 maat@trophic.eu
Maat Pharma (EU:MAAT)
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