ASIT Biotech Raises €12 Million of Commitments in a Convertible Bond Private Placement that was Heavily Oversubscribed

Brussels, Belgium, 11 July, 2018, 4.15 pm (CEST) – ASIT biotech (Euronext: ASIT - BE0974289218), a Belgian biopharmaceutical company specialized in allergy immunotherapy, today announces that it has successfully placed senior, unsecured Convertibles Bonds (the “CBs”), with a total commitment of €12 million via a private placement.

Thierry Legon, CEO of ASIT biotech, comments: “We are delighted to have carried out this issue of convertible bonds, and I would like to thank all the investors who took part in this financing operation being of strategic importance for our development. Indeed, this innovative financing structure provides us with good flexibility to simultaneously push forward our different projects in the field of allergy immunotherapy. The proceeds will primarily be allocated to the financing of our second phase III study with our lead product candidate, gpASIT+™, in grass pollen rhinitis, which should be undertaken during the 2019 pollen season. Part of the funds raised will also be used to pursue the development of our two new product candidates, pnt-ASIT+™ and hdmASIT+™, in house dust mite rhinitis and peanut allergy respectively. Finally, thanks to our strengthened financial structure, we can pursue our efforts to identify new clinical candidates on our ASIT+™ platform in order to expand our product portfolio and continue working towards our main objective: provide fast, efficient and well-tolerated immunotherapies to millions of patients worldwide suffering from allergies.”

ASIT biotech intends to allocate the net proceeds of the Offering to the clinical development of its product candidates:

  • gp-ASIT+™ in grass pollen rhinitis: financing of the second phase III study in Europe, which should begin in late 2018, prior to the 2019 pollen season;
  • hdm-ASIT+™ in house dust mite rhinitis: further development of the new drug candidate recently selected on the ASIT+™ platform;
  • pnt-ASIT+™ in peanut allergy: further development of the first drug candidate for the treatment of food allergies selected in June.

Part of the funds raised through the offering will also be allocated to researching new product candidates on the ASIT+™ platform.

The CBs will be in registered form, denominated €2,500 each. The CBs will not bear any coupon and have a maturity date of twelve months from issuance. The CBs are convertible to ordinary shares at CB holders’ convenience before maturity or are automatically converted on the maturity date at the Conversion Price. The Conversion Price of the CBs will be equal to 92% of the volume-weighted average price over the trading day preceding the CB holder’s request of conversion or maturity date. However, the price may not be lower than €1.1368, which is higher than the par value of the company’s shares (€0.78). Upon conversion of the CBs, the new shares issued shall immediately bear the same right of all other existing shares and may be traded on the Euronext stock exchanges in Brussels and Paris. The company has the right to redeem the CBs at a price of €2,600 instead of issuing new shares.

Each CB is accompanied by 19 bond warrants (the “Bond Warrants”) in registered form with a warrant term of 19 months from the initial issue date. Each Bond Warrant entitles the holder to subscribe to one CB and can be exercised at an exercise price of €2,500 per CB, at the request of the warrant holder at any time during the warrant term. The company may, however, oblige the warrant holders to exercise at least 1 of the 19 Bond Warrants every 30 calendar days.

A total of €12 million in committed capital has been subscribed during this offering and will be paid to the company in 20 equal tranches over the next 20 months.

The CB’s were offered through an accelerated bookbuilding offering open to institutional investors and such other investors, as permitted under applicable private placement exceptions only.

Bryan, Garnier & Co. acted as Sole Bookrunner for the Offering.

About ASIT biotech

ASIT biotech is a Belgian clinical stage biopharmaceutical company focused on the development and future commercialization of a range of breakthrough immunotherapy products for the treatment of allergies. Thanks to its innovative ASIT+™ technology platform, ASIT biotech is currently the only developer of allergy immunotherapy (AIT) product candidates consisting of a unique mixture of highly purified natural allergen fragments in an optimal size selection. This innovation results in a short treatment, expected to improve patient compliance and real-life effectiveness. ASIT biotech’s product pipeline contains three novel ASIT+™ product candidates targeting respiratory allergies with the highest prevalence (i.e. grass pollen: gp-ASIT+™ and house dust mite: hdm-ASIT+™), and food allergies (peanut allergy: pnt-ASIT+™). These products could significantly expand the current immunotherapy market. The company believes that its innovative ASIT+™ platform is flexible and would be applicable across a range of allergies.

ASIT biotech has a headcount of 26 staff members at its headquarters in Brussels and a laboratory in Liège, Belgium.

Further information can be found at www.asitbiotech.com.

Forward-looking statements

All statements in this announcement that do not relate to historical facts and events are “forward-looking statements”. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” “plans,” “continue,” “ongoing,” “potential,” “predict,” “project,” “target,” “seek” or “should” or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. Forward-looking statements include statements regarding the company’s intentions, beliefs or current expectations. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements do not guarantee future performance. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any forward-looking statements are made only as of the date of this announcement and, without prejudice to the company’s obligations under applicable law in relation to disclosure and ongoing information, the company does not intend, and does not assume any obligation, to update the forward-looking statements set forth in this announcement.

Legal notice

This press release is not a prospectus within the meaning of Directive 2003/71/EC as transposed into the domestic law of each European Economic Area member state, and its amendments, including Directive 2010/73/EU to the extent that it has been transposed into the domestic law of the European Economic Area member state concerned (together the “Prospectus Directive”) or within the meaning of Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”). In no event does or may this press release constitute a public offering of securities, a public offer to sell or subscribe securities or a public solicitation of an offer to buy or subscribe securities in any jurisdiction. Neither ASIT Biotech SA, nor the sole bookrunner that the company has appointed (the “Sole Bookrunner”) nor any of their respective affiliates has taken any step with the aim of authorising either a public offering of the securities mentioned in this press release or the possession or distribution of this press release in any jurisdiction in which such a step may have been necessary. No step has been or will be taken to offer ASIT Biotech SA shares to the public as part of an offering that would require the filing of a prospectus in a European Economic Area member state into whose domestic law the Prospectus Directive has been transposed. As a result, ASIT Biotech SA shares may be offered or sold in a member state concerned only under an exemption provided for by the Prospectus Directive. No communication or information relating to the Offer may be disseminated to the public in territories in which registration or authorisation is required for that purpose. No step has been or will be taken in any jurisdiction in which such a step may be necessary. The Offer may be subject to statutory or regulatory prohibitions in certain jurisdictions. ASIT Biotech SA and the Sole Bookrunner shall incur no liability in the event that any person breaches those prohibitions. In all situations, it is the duty of the person reading this press release to obtain information about the existence of such prohibitions and to comply with them. This press release may not be disseminated, published or distributed, in part or in whole, directly or indirectly, in the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or in any other jurisdiction in which its publication or distribution would be in breach of the law. This press release is for information only and shall not constitute an offer to sell or issue, or a solicitation of an offer to buy or acquire ASIT Biotech SA shares in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such an offer or solicitation would be illegal or would require the filing of any prospectus or other documentation related to an offer, in which prior registration, a prior registration exemption or prior authorisation would be required, in accordance with the securities laws of such jurisdiction. Any breach of those obligations may constitute a breach of those territories’ securities laws. Securities to be sold as part of the Offer have not and will not be subject to the registration provided for by the US Securities Act 1933 as amended (“US Securities Act”), and may not be offered, sold or assigned, directly or indirectly, in the United States except under an exemption or as part of a transaction that is not subject to the registration requirement provided for by the US Securities Act or by the securities laws of any State or any other jurisdiction of the United States. The securities to be sold that are mentioned in this press release are not the subject of any public offering in the United States or elsewhere. Bryan, Garnier & Co. Ltd. which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for the Company and no one else in connection with the Offering. In connection with such matters, the Sole Bookrunner, its affiliates and its respective directors, officers, employees and agents will not regard any other person as its client, nor will they be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Offering or any other matters referred to in this announcement.

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