Positive vote from TxCell’s Extraordinary General Shareholders’ Meeting
Valbonne, France, 3 août, 2016 – TxCell SA (the “Company” – FR0010127662 – TXCL), a biotechnology company developing innovative, personalized cellular immunotherapies using regulatory T cells (Treg) to treat severe chronic inflammatory and autoimmune diseases, today announces the effective implementation of the notes financing through the issuance of warrants (the “Tranche Warrants”) giving access to notes convertible into shares (the “Notes”) with share subscription warrants attached (the “Warrants”) (the Notes together with the Warrants, the “Notes With Warrants”) as per TxCell’s press release dated June 17, 2016.
TxCell’s extraordinary general Shareholders’ meeting held on August 1st, 2016 (the “EGM”) voted in favor of the effective implementation of this financing with 95% of positive votes. Implementing the delegation of authority granted through the first resolution of the EGM and pursuant to article L. 225-138 of the French Code de commerce, TxCell’s board of directors has decided on August 3, 2016 to issue 200 Tranche Warrants to the benefit of YA II CD, LTD (the “Investor”), an investment fund managed by Yorkville Advisors Global LP. The Investor has fully subscribed to these 200 Tranche Warrants.
Upon TxCell’s request on August 3, 2016, the Investor exercised 30 Tranche Warrants and therefore subscribed to 30 Notes With Warrants with a nominal value of €100,000 each, representing a first tranche of Notes of €3 million in nominal value. 349,650 Warrants with a strike price of €4.29, which may generate, if fully exercised, an additional equity contribution of €1.5 million for TxCell, shall be immediately detached from these Notes.
Please note that TxCell may request the Issuer to exercise another 20 Tranche Warrants 3 months after the Tranche Warrants issue, i.e. on November 3, 2016. This would correspond to a second tranche of Notes With Warrants of €2 million in nominal value (with an additional potential €1 million should the attached Warrants be fully exercised).
The main characteristics of each financial instrument and their theoretical dilutive impact are detailed in TxCell’s press release dated June 17, 2016 and in the prospectus filed with the French Autorité des marchés financiers (AMF) on July 27, 2016 under number 16-356, and are also available on the Company’s website www.txcell.com. In addition, the Company provides on its website un updated summary of the outstanding Tranche Warrants, Notes, Warrants and number of the Company’s shares.
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN.
For illustration purposes, the theoretical impact of the issuance of this first tranche of Notes With Warrants would be as follows:
? Impact of the issuance on the shareholders' equity per share (on the basis of the shareholders' equity as set out in the annual accounts as of December 31, 2015, established in accordance with International Financial Reporting Standards (IFRS) and of the number of shares composing the Company's share capital as of June 30, 2016, (i.e. 13,002,577 shares) and based on the lowest daily volume weighted average price for the TxCell share over the 10 consecutive trading days immediately preceding August 3 2016, i.e. €3.73):
Valbonne, France, 3 août, 2016 – TxCell SA (the “Company” – FR0010127662 – TXCL), a biotechnology company developing innovative, personalized cellular immunotherapies using regulatory T cells (Treg) to treat severe chronic inflammatory and autoimmune diseases, today announces the effective implementation of the notes financing through the issuance of warrants (the “Tranche Warrants”) giving access to notes convertible into shares (the “Notes”) with share subscription warrants attached (the “Warrants”) (the Notes together with the Warrants, the “Notes With Warrants”) as per TxCell’s press release dated June 17, 2016.
TxCell’s extraordinary general Shareholders’ meeting held on August 1st, 2016 (the “EGM”) voted in favor of the effective implementation of this financing with 95% of positive votes. Implementing the delegation of authority granted through the first resolution of the EGM and pursuant to article L. 225-138 of the French Code de commerce, TxCell’s board of directors has decided on August 3, 2016 to issue 200 Tranche Warrants to the benefit of YA II CD, LTD (the “Investor”), an investment fund managed by Yorkville Advisors Global LP. The Investor has fully subscribed to these 200 Tranche Warrants.
Upon TxCell’s request on August 3, 2016, the Investor exercised 30 Tranche Warrants and therefore subscribed to 30 Notes With Warrants with a nominal value of €100,000 each, representing a first tranche of Notes of €3 million in nominal value. 349,650 Warrants with a strike price of €4.29, which may generate, if fully exercised, an additional equity contribution of €1.5 million for TxCell, shall be immediately detached from these Notes.
Please note that TxCell may request the Issuer to exercise another 20 Tranche Warrants 3 months after the Tranche Warrants issue, i.e. on November 3, 2016. This would correspond to a second tranche of Notes With Warrants of €2 million in nominal value (with an additional potential €1 million should the attached Warrants be fully exercised).
The main characteristics of each financial instrument and their theoretical dilutive impact are detailed in TxCell’s press release dated June 17, 2016 and in the prospectus filed with the French Autorité des marchés financiers (AMF) on July 27, 2016 under number 16-356, and are also available on the Company’s website www.txcell.com. In addition, the Company provides on its website un updated summary of the outstanding Tranche Warrants, Notes, Warrants and number of the Company’s shares.
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN.
For illustration purposes, the theoretical impact of the issuance of this first tranche of Notes With Warrants would be as follows:
? Impact of the issuance on the shareholders' equity per share (on the basis of the shareholders' equity as set out in the annual accounts as of December 31, 2015, established in accordance with International Financial Reporting Standards (IFRS) and of the number of shares composing the Company's share capital as of June 30, 2016, (i.e. 13,002,577 shares) and based on the lowest daily volume weighted average price for the TxCell share over the 10 consecutive trading days immediately preceding August 3 2016, i.e. €3.73):
