Biophytis (BPTS) Announces Proposed Common Offering and Nasdaq Listing

February 3, 2021 5:49 AM EST

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Biophytis (NASDAQ: BPTS) (“Biophytis” or the “Company”), a clinical-stage biotechnology company focused on the development of therapeutics that slow the degenerative processes associated with aging and improve functional outcomes for patients suffering from age-related diseases, including severe respiratory failure in patients suffering from COVID-19, today announces its intention to offer and sell, subject to market and other conditions, up to 12.0 million ordinary shares represented by 1.2 million American Depositary Shares (the “ADSs”), with each ADS representing ten ordinary shares, in the United States (the “ADS Offering”).

H.C. Wainwright & Co. is acting as sole book-running manager for the ADS Offering.

Biophytis intends to grant to H.C. Wainwright & Co. a 30-day option to purchase up to 1.8 million additional ordinary shares represented by 180,000 ADSs in the ADS Offering (the “Option”).

All securities to be sold in the ADS Offering will be offered by Biophytis. Biophytis has applied to list the ADSs to be sold in the ADS Offering on the Nasdaq Capital Market under the ticker symbol "BPTS". Biophytis’ ordinary shares are listed on Euronext Growth under the symbol “ALBPS”.

ADS Offer Price

The offering price is expected to be between $15.00 and $18.00 per ADS, or between €1.25 and €1.50 per ordinary share, and on the basis of a median price of $16.50 per ADS (or €1.375 per ordinary share) representing a discount of 4.51%, based on the closing price of € 1.44 per share on February 1, 2021 and an exchange rate of €1.00 = $1.20. As a result, based on a median price of $16.50 per ADS and €1.375 per ordinary share, the gross proceeds from the ADS Offering is expected to be approximately $19.8 million, or €16.5 million, assuming no exercise of the Option. The final offering price per ADS in U.S. dollars and the corresponding offering price per ordinary share in euros, as well as the final number of ADSs to be sold in the ADS Offering, will be determined through negotiations between the Company and H.C. Wainwright & Co. following a book building process commencing immediately, and by reference to the prevailing market price of the Company’s ordinary shares on Euronext Growth Paris after taking into account market conditions and other factors.

The settlement and delivery of the ADS Offering is expected to occur on the third trading day following the final pricing and allocation of the ADS Offering.

Use of proceeds

As reflected in the registration statement on Form F-1, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), Biophytis currently expects to use the net proceeds from the ADS Offering, as follows:

  • approximately $10.0 million to finalize part 2 of its COVA trial of Sarconeos (BIO101) in respiratory failures linked to COVID-19 (to be given priority due to the current focus on developing treatments for COVID-19);
  • approximately $3.0 million to finalize its Phase 2 clinical trial (SARA-INT) of Sarconeos (BIO101) in sarcopenia with top line results;
  • approximately $2.0 million to commence its development of Sarconeos (BIO101) in DMD (with enrollment of the first patient in the trial) following IND approval from the FDA and EMA, subject to better control of COVID-19 in Europe and the United States; and
  • the remainder to continue to build its preclinical research and development platform on retinopathies and for other new and on-going research and development activities, working capital and other general corporate purposes.

Investors are invited to read the "Use of Proceeds" section of the registration statement on Form F-1, as amended, filed with the U.S. Securities and Exchange Commission for further information on the use of the net proceeds of the ADS Offering.

Underwritten Public Offering

The ADS Offering will be made subject to the terms and conditions of an underwriting agreement by and between the Company and H.C. Wainwright & Co., LLC.

Documentation

The securities referred to in this press release will be offered only by means of a prospectus filed with the SEC. Electronic copies of the preliminary prospectus relating to and describing the terms of the ADS Offering may be obtained by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, by telephone at +1 (646) 975-6996, or by email at placements@hcwco.com, or at the SEC’s website at www.sec.gov.

A registration statement on Form F-1 relating to the securities described herein has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not, and is not intended to, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Biophytis

Biophytis SA is a clinical-stage biotechnology company specialized in the development of therapeutics that slow the degenerative processes associated with aging and improve functional outcomes for patients suffering from age-related diseases, including severe respiratory failure in patients suffering from COVID-19.

The company is based in Paris, France, and Cambridge, Massachusetts. The company's ordinary shares are listed on the Euronext Growth Paris market (Ticker: ALBPS -ISIN: FR0012816825).



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