Valbonne, France, December 22, 2015 – TxCell SA (FR0010127662 – TXCL), a biotechnology company developing innovative, personalized cell immunotherapies using regulatory T-cells to treat severe chronic inflammatory and autoimmune diseases, today announces that it has implemented a Standby Equity Facility with Société Générale, by way of issuance of 1,150,000 warrants pursuant to the 15th resolution of the Shareholders’ Meeting of May 26, 2015 and article L. 225-138 of the French Commercial Code.
Pursuant to this Standby Equity Facility, Société Générale has committed to subscribe, for a period of 24 months, at TxCell’s request, up to 1,150,000 new shares (i.e. 8.92 percent of the number of shares currently outstanding) through the exercise of the warrants to be subscribed by Société Générale.
TxCell has no minimum drawdown obligation. TxCell intends to only use this facility if market conditions are favorable to its use, in the best interest of both TxCell and its shareholders.
“SEF is an example of an optional and guaranteed standby equity facility that is constitutive of the modern financing toolbox for innovative companies like TxCell. It will provide TxCell with an additional financial option for sustaining its ambitious development program,” said Raphaël Flipo, VP Finance & Administration, TxCell.
Should the entire Standby Equity Facility be drawn down, a shareholder currently owning 1.0 percent of the company’s share capital would see his or her share ownership reduced to 0.92 percent on a non-fully diluted basis [1] and 0.83 percent on a fully diluted basis [2].
For each tranche, the issuance price will be subject to a maximum 5 percent discount compared to the volume weighted average price (VWAP) of the last three trading days preceding its determination. This discount will enable Société Générale to underwrite the share issue despite market volatility. Acting as financial intermediary, Société Générale has no intention of remaining a shareholder of the Company.
The number of shares issued and admitted to trading will be subject to a notice from Euronext, to public information and to a monthly statement on share capital and voting rights of the Company.
A prospectus, including the registration document of TxCell registered by the French Financial Markets Authority (Autorité des marchés financiers) on June 11, 2015 under number R. 15-049, an update of the registration document of TxCell, a securities note (Note d’opération) in connection with the admission to trading on the regulated market of Euronext in Paris of the new shares resulting from the exercise of warrants and a summary, will be subject to the approval of the Autorité des marchés financiers.
Next financial release:
• Fourth quarter 2015 revenues on February 2, 2016 (after market)
[1] Based on 12.887.326 shares representing TxCell share capital on December 22, 2015.
[2] After issuance of 1.481.368 shares resulting from the exercise of all the existing dilutive instruments at the date of this press release.
About TxCell: www.txcell.com
TxCell is a publicly listed biotechnology company that develops platforms for innovative, personalized T cell immunotherapies for the treatment of severe chronic inflammatory and autoimmune diseases with high unmet medical need. TxCell is the only clinical stage cellular therapy company dedicated to the science of regulatory T lymphocytes (Tregs). Tregs are a recently discovered T cell population for which anti-inflammatory properties have been demonstrated. Ovasave(R), TxCell’s lead product candidate, is currently in a phase IIb clinical trial in refractory Crohn’s disease patients. Col-Treg, its second product candidate, for the treatment of autoimmune uveitis, should enter clinical trials in 2016. Based in Sophia-Antipolis, France, TxCell is listed on Euronext Paris and currently has 62 employees.
