(Boursier.com) — OSE Immunotherapeutics received a payment of 10 million euros under the 2nd tranche of the loan granted by the European Investment Bank in February 2021. After the drawdown of the first tranche in July 2021, OSE had an access option an additional €10 million, subject to the achievement of specific milestones. These steps having been completed, the company wished to consolidate its financial structure until the 3rd quarter of 2023 by drawing down the second tranche of this mechanism, in order to finance its pre-clinical and clinical programs. This second tranche will bear a fixed annual interest of 5% paid annually, over a maturity of five years.
The second tranche relates to the issue of stock warrants (BSA) for the benefit of the EIB giving the right, in the event of exercise, to the subscription of 550,000 OSE Immunotherapeutics shares (i.e. 2.97% of the share capital on an undiluted basis). The BSAs are not the subject of a request for admission to trading on any market. The subscription price is 0.01 euro per BSA, i.e. 5,500 euros. Following the drawing of this 2nd installment, the amount of OSE Immunotherapeutics’ financial debts amounts to 26 ME.
To limit the dilutive impact, and except in the event of the occurrence of a case of early exercise (in particular change of control, including the loss of a significant holding by the current managing shareholders, or other cases of default, including the modification significant of the current governance not approved by the EIB) the BSAs will only be exercisable from 16 December 2027, i.e. five years from the drawing of the tranche concerned and at the latest at the end of a period of twelve years following their issue (i.e. December 16, 2034). The subscription price for the new shares upon exercise of the BSAs was set at 7.19 euros per share, corresponding to the volume-weighted average price of the last three trading sessions preceding the setting of the issue price, without discount.
In accordance with the BSA contract, the EIB has, as for the first tranche, an anti-dilution clause allowing it to benefit from additional BSAs, in the event of a capital increase of the Company at a price below 20 euros. per share, after application of a deductible on the first 1,500,000 shares to be issued. In such a case, the company should allocate additional BSAs to the EIB allowing it to remain at a potential capital level of 2.97% (corresponding to its theoretical holding percentage after the allocation of these 550,000 BSAs and the exercise of said BSAs). subscribed as part of the second tranche of financing).
The shares to be issued upon exercise of the BSA will be the subject of a request for admission to trading on Euronext Paris. On the basis of 550,000 new shares of the Company issued upon exercise of all the BSAs at a price of 7.19 euros per new share, the gross proceeds of the issue, issue premium included, will amount to nearly 4 ME.
On December 16, 2027, the EIB will have the option of asking the Company to buy back its BSAs at market value (less the exercise price of the BSAs) with a ceiling of 15 million euros, provided that the Company maintains a cash level of at least 10 million euros. Failing this, the EIB’s put option will be exercised on a number of BSA allowing the Company to keep cash of 10 million euros. This put option also applies in the event of a change of control, understood as the holding of more than 33% of the capital or the takeover by a third party (other than the current key managers). The Company may replace an existing shareholder or a third party to buy back these BSAs at market value.
The company has a purchase option allowing it to buy back the BSAs from the EIB at market value (less the exercise price of the BSAs) in the event of a public offer by a third party leading to an exit of the managing shareholders. , for a period of one month following said release. The Company also has a right of first refusal allowing it to buy back the BSAs from the EIB if the latter wishes to sell them to a third party.