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Launch of a capital increase of around M€ 16 by private placement with institutional investors
€4 million subscription commitment by a new benchmark shareholder, Otium Capital, among €5.5 million of subricption commitments received in total
Goal of securing financing for investments required for the industrial production of firibastat and the development of fixed combinations
Quantum Genomics (Euronext Growth - FR0011648971 - ALQGC), a biopharmaceutical company specializing in developing a new drug class that directly targets the brain to treat difficult-to-treat and resistant hypertension and heart failure (the "Company"), today announced the launch of a capital increase with the removal of preferential subscription rights by private placement, as defined by L.411-2 1° of the French Monetary and Financial Code, with institutional investors of around € 16 m (the "Private Placement"). The purpose of this transaction is to structure the Company's capital, institutionalize its share ownership and secure financing for the industrial production of firibastat and the development of fixed combinations.
Otium Capital, the family office of the French entrepreneur Pierre-Edouard Stérin, founder of SmartBox Group, has irrevocably committed to subscribe €4 million to the private placement through its holding company B.A.D.21, becoming a new flagship shareholder of Quantum Genomics. The Company has also received other subscription commitments for a total of €5.5 million.
"This raise represents an important sign of trust from a reputable investor such as Pierre-Edouard Stérin, who is behind many success stories in France and Europe, such as SmartBox, La Fourchette and PayFit, and has invested in many gems of French tech. This transaction comes as Quantum Genomics steps up negotiations and signature of fundamental licensing agreements to develop and market its drug in partnership with pharmaceutical companies that are leaders in cardiovascular diseases around the world," comments Jean-Philippe Milon, Chief Executive Officer of Quantum Genomics.
"This transaction will enable us to prepare the next stages of development that will allow Quantum Genomics or its partners to be able to offer a product range suited to the needs of as many patients as possible. With the registration of firibastat now in sight, we now plan ahead for large-scale production and its necessary investments with the help our European CDMOs' (Contract Development and Manufacturing Organization) partners Furthermore, we aim to develop fixed combinations with firibastat and other antihypertensive agents in one tablet, thereby improving patients' therapeutic compliance," adds Fabrice Balavoine, Vice-President Research and Development at Quantum Genomics
TERMS OF THE PRIVATE PLACEMENT
The Private Placement will be conducted with the removal of the preferential subscription right of the Company's existing shareholders, pursuant to articles L.225-129 et seq. of the French Commercial Code, in accordance with the ninth resolution of the General Meeting of Quantum Genomics held on 16 July (the "General Meeting") and the decision by the Chief Executive Officer on the same day following authorization by the Board of Directors' meeting of 30 November 2020.
In accordance with the ninth resolution of the General Meeting, the Private Placement may cover a maximum of 4,445,476 shares, in accordance with Article L.225-136 3° of the French Commercial Code.
The issue price of the new shares and the number of new shares issued as part of the Private Placement will be set by decision of the Chief Executive Officer in accordance with the authorization given by the Board of Directors' meeting on 30 November 2020. The Private Placement will be conducted by means of an accelerated book-building, effective immediately, after which the number of new shares and the price of the shares selected for the placement will be determined. The accelerated creation of the order book begins immediately and is expected to close before the markets open on 3 December 2020, subject to any early closure or extension. The result of the Private Placement will be announced in a press release as soon as possible after the order book closes.
The new shares will be subject to all statutory provisions and will be treated as old shares as soon as the capital increase is finally complete. The new shares will bear rights and will be admitted to trading on the Euronext Growth Paris market under the same ISIN code FR0011648971 - ALQGC. Settlement and delivery of the new ordinary shares and their admission to trading on the Euronext Growth market in Paris are scheduled for 7 December 2020.
Gilbert Dupont acts as Lead Manager and Bookrunner on this Private Placement.
Orsay Avocats law firm (Frédéric Lerner – Pierre Hesnault) act as legal counsel on this Private Placement.
As part of the Private Placement, the Company has made an abstention commitment for a period of 60 days from the date of settlement and delivery of the Private Placement, subject to customary exceptions, thus limiting the Company's ability to issue new shares during that period.
The Private Placement is not covered by a guarantee. However, the Private Placement is the subject of a placement contract between the Company and Gilbert Dupont.
Information on risks and uncertainties
- Company's share price may flucuate and drop below the subscription price of new shares ;
- Due to market fluctuations, Company's volatility and liquidity may change significantly ;
- Sales of the Company's shares may happen after the closing of the Financing and may have un negative impact on the share price of the Company ;
- Concerning the use of proceeds of the Financing, the Company has a degree of latitude concerning the use of procees which may not be aligned with shareholders expectations and which may not encourage short term investment ;
- The Company has not paid dividends in the three previous year.
Detailed information concerning the Company, its business, its results and its risks, are presented int the December 31, 2019 financial report and in the first semester 2020 financial report. These reports, other regulated information and press releases can be consulted on the Company's website : www.quantum-genomics.com.
About Quantum Genomics
Quantum Genomics is a biopharmaceutical company specializing in the development of a new class of cardiovascular medications based on brain aminopeptidase A inhibition (BAPAI). Quantum Genomics is the only company in the world exploring this innovative approach that directly targets the brain. The company relies on 20 years of academic research from the Paris-Descartes University and the laboratory directed by Dr. Catherine Llorens-Cortes at the Collège de France (French National Institute of Health and Medical Research (INSERM)/ the Scientific Centre for National Research (CNRS)). The goal of Quantum Genomics is to develop innovative treatments for complicated, or even resistant, cases of hypertension (around 30% of patients have poor control of their condition or receive ineffective treatment) and for heart failure (one in two patients diagnosed with severe heart failure dies within five years).
Based in Paris and New York, Quantum Genomics is listed on the Euronext Growth exchange in Paris (FR0011648971- ALQGC) and trades on the OTCQX Best Market in the United States (symbol: QNNTF).
For more information, please visit www.quantum-genomics.com, or follow us on Twitter and LinkedIn
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In accordance with the provisions of Article 211-3 of the General Regulations of the French Financial Markets Authority, the offer of Quantum Genomics shares as part of this capital increase conducted by private placement, in accordance with article L. 411-2 1° of the French Monetary and Financial Code and the applicable regulatory provisions, will not give rise to the establishment of a prospectus subject to the approval of the French Financial Markets Authority.
This press release does not constitute an offer of securities or any solicitation to purchase or subscribe to securities in the United States or any other country.
The securities of Quantum Genomics covered by this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and Quantum Genomics does not intend to conduct a public offering of its securities in the United States. Securities may only be offered, subscribed to or sold in the United States following registration under the U.S. Securities Act or as part of an exemption from such registration requirement.
The circulation of this press release may, in certain countries, be subject to specific regulations. The persons in possession of this press release must inform themselves of and comply with any local restrictions.
Any decision to subscribe to or purchase Quantum Genomics shares must be made solely on the basis of public information concerning Quantum Genomics. Gilbert Dupont bears no liability for this information.