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Abivax S.A.. (7/25/18). "Press Release: Abivax Secures up to EUR 20m Debt Financing from Kreos Capital". Paris.

Organisations Organisation Abivax S.A. (Euronext Paris: ABVX)
  Group Abivax (Group)
  Organisation 2 Kreos Capital Group Ltd.
  Group Kreos Capital (Group)
Products Product investment banking
  Product 2 ABX464 (Abivax)
Index term Index term Abivax–Kreos Capital: credit, 201807– debt financing up to €20m in 2 tranches with attached up to €1.6m warrants
Persons Person Blondel, Didier (Abivax 201701– CFO before Sanofi Pasteur MSD + Sanofi)
  Person 2 Maggos, Chris (LifeSci Advisors 201511 Managing Director Europe before Addex 201106–201302 BusDev + Communication)
     


Cash runway planned to be extended to Q1 2020


ABIVAX (Euronext Paris: FR0012333284 – ABVX), a biotechnology company harnessing the immune system to develop a functional cure for HIV, as well as treatments for inflammatory/autoimmune diseases and cancer, today reported that it has signed a EUR 20 million (USD 23.41 million) structured debt financing with Kreos Capital.

Didier Blondel, Chief Financial Officer of Abivax, said: “This agreement with Kreos Capital is an important part of our financial strategy that allows us to limit dilution and to protect shareholder value while significantly extending our funding reach. It will also provide additional resources needed to complete phase 2b studies of ABX464 in both HIV and in Ulcerative Colitis, as well as the phase 1/2 study of ABX196 in hepatocellular carcinoma.”

This EUR 20 million financing comprises two tranches of EUR 10 million each (EUR 8 million straight bonds and EUR 2 million convertible bonds), with the first tranche to be fully drawn immediately, extending cash runway until Q4 2019. The second tranche is to be drawn before the end of 2018, expected to extendcash runway until Q1 2020, not taking into account any potential revenues from corporate partnering or future capital raise.

As part of the debt financing, Kreos may receive ABIVAX warrants for shares valued at up to EUR 1.6 million (two tranches of EUR 800 thousand to be drawn down at the same time as the bonds).

The funds received by ABIVAX will be allocated mainly to the completion of two phase 2b studies of ABX464 in HIV and in Ulcerative Colitits, and the phase 1/2 study of ABX196 in combination with antiPD1 immunotherapy for treatment of hepatocellular carcinoma.


Main characteristics of the Straight Bonds

The financing is composed of 16 million straight bonds with a nominal value of 1 euro each, divided into two tranches of EUR 8 million each. Their respective drawdown dates are at the agreement date and at the latest on December 31st, 2018, subject to the completion by ABIVAX of a EUR 15 million or higher capital raise before 2018 year-end.

An 8% + 3 month Euribor (with a floor at 8% and a cap at 9%) annual interest rate applies on each tranche. These two tranches will be reimbursed through 54 monthly payments after a deferred repayment of the nominal value equal to 12 months for the first tranche and 6 months for the second tranche.

The loan is an unsubordinated and first rank debt financing and is secured by customary pledges over tangible and intangible assets of ABIVAX.


Main characteristics of the Convertible Bonds

The financing is also composed of 4 million bonds convertible into ABIVAX shares (two tranches of EUR 2 million each, the second tranche being subject to the same condition precedent as the straight bonds), with a nominal value of 1 euro each,a conversion price of EUR 7.21 for the first tranche (equal to the 90 days volume weighted average stock price of ABIVAX at the date of the agreement) and defined at the date of the drawdown for the second tranche on the basis of the higher of the 3 days or 90 days volume weighted average stock price of ABIVAX prior to such date.

The convertible bonds bear the same interest as the straight bonds.

The convertible bonds shall be convertible into ordinary shares of ABIVAX at any time from their issuance.

A shareholder holding 1 % of the share capital of the Company before the issue of the convertible bonds will hold 0.94 % of the share capital after exercise of the convertible bonds (on the basis of the number of shares composing the share capital of the Company on June 30th, 2018, i.e. 10,014,182 shares and a conversion price assumption of EUR 7.21 for both tranches).


Main characteristics of the Warrants

As part of the debt financing, ABIVAX has or will issue warrants to Kreos Capital, giving it the right to subscribe up to 8% of the value of each tranche (two tranches ofEUR 800 thousand, the second tranche being subject to the same condition precedent as the straight bonds) into new shares of ABIVAX at a nominal value of EUR 0.01 and a subscription price identical to the conversion price of the convertible bonds for the first tranche of the Warrants and equal to the conversion price of the convertible bonds for the second tranche minus a potential discount granted in the context of the above mentionned capital raise. The price of the ordinary share to be issued upon exercise of the warrant was determined according to the principles set forth by the 17th and 18th resolution of the combined annual and extraordinary Shareholders' Meeting of June 15th, 2018.

The Warrant can be exercised over a 10-year period after being issued. A shareholder holding 1 % of the share capital of the Company before the issue of the Warrant would hold 0.98 % of the share capital after exercise of the warrants (on the basis of the number of shares composing the share capital of the Company on June 30th, 2018, or 10,014,182 shares and a conversion price of EUR 7.21 for both tranches).


Legal framework of the issue

The approval of this loan financing lies with the ABIVAX Board of Directors which met on July 9th, 2018 in accordance with the provisions of Article L. 228-40 of the French Commercial code and does not thus require an authorization of the General shareholders’ meeting.

The issue of the Warrant was decided by the Chief Executive Officer upon subdelegation of the Board of directors making use of the delegation of competence conferred by the 17th Resolution of the Combined annual and extraordinary Shareholders' Meeting of June 15th, 2018 relating to the completion of an offer with cancellation of preferred subscription rights to qualified investors or a restricted group of investors, within the meaning of Article L. 411-2, paragraph II of the French monetary and financial Code representing less of 20% of the share capital (Private Placement).

The conversion of all convertible bonds and exercise of all Warrants would represent 776 699 new shares, i.e. 7.76 % of the current share capital of ABIVAX (on the basis of the number of shares composing the share capital of the Company on June 30th, 2018 i.e. 10,014,182 shares and a conversion/exercise price assumption of EUR 7.21 for all convertible bonds and Warrants).

In this context and in accordance with article 211-3 of the general regulations of the AMF, the issue of the bonds and of the Warrant in favor of Kreos Capital does not require the preparation of a prospectus that would be submitted to the visa of the AMF.

Finally, the appointment of a representative of Kreos to join the Board as an observer will be proposed by ABIVAX Board of Directors to the next ABIVAX A.G.M.


Admission of the new ordinary shares issued upon exercise of the Warrant

Admission to trading of the new ordinary shares will be made on the regulated market of Euronext Paris under the existing ISIN securities identification code for ABIVAX ordinary shares (FR0012333284). The new ordinary shares will be fully fungible with the existing ordinary shares of ABIVAX.

Neither the bonds nor the Warrants shall be listed on Euronext Paris.


About ABIVAX (www.abivax.com)

ABIVAX is mobilizing the body’s natural immune machinery to treat patients with viral infections, autoimmune diseases and cancer. A clinical-stage company, ABIVAX leverages its antiviral and immune enhancing platforms to optimize candidates to cure HIV and treat inflammatory bowel diseases, as well as liver cancer. ABIVAX is listed on Euronext compartment B (ISIN: FR0012333284 – Mnémo: ABVX). More information on the company is available at www.abivax.com/en. Follow us on Twitter @ABIVAX_


Contacts

ABIVAX Finance
Didier Blondel
didier.blondel@abivax.
com +33 1 53 83 08 41

Communication Agency
ALIZE RP
Aurore Gangloff / Caroline Carmagnol
abivax@alizerp.com +33 1 44 54 36 66

Communication Agency (US)
LifeSci Public Relations
Mike Tattory
Mtattory@lifescipublicrelations.com
+1(646)571-4362

Investors
LifeSci Advisors
Chris Maggos
chris@lifesciadvisors.com
+41 79 367 6254


DISCLAIMER

This press release contains forward-looking statements, forecasts and estimates with respect to certain of the Company's programs. Although the Company believes that its forward-looking statements, forecasts and estimates are based on assumptions and assessments of known and unknown risks, uncertainties and other factors that have been deemed reasonable, such forward-looking statements, forecasts and estimates are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements, forecasts and estimates. A description of these risks, contingencies and uncertainties can be found in the documents filed by the Company with the French Autorité des Marchés Financiers pursuant to its legal obligations including its registration document (Document de Référence). Furthermore, these forward-looking statements, forecasts and estimates are only as of the date of this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. ABIVAX disclaims any obligation to update these forward-looking statements, forecasts or estimates to reflect any subsequent changes that the Company becomes aware of, except as required by law.

This press release is for information purposes only, and the information contained herein does not constitute either an offer to sell, or the solicitation of an offer to purchase or subscribe securities of the Company in any jurisdiction, in particular in France. Similarly, it does not give and should not be treated as giving investment advice. It has no connection with the investment objectives, financial situation or specific needs of any recipient. It should not be regarded by recipients as a substitute for exercise of their own judgement. All opinions expressed herein are subject to change without notice. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

   
Record changed: 2018-09-20

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