Capital increase with cancellation of the preferential right of
subscription for the benefit of categories of persons
Delivery of the new production site of 8.700 m
expected by 2021
- Update of financial information
DO NOT DISTRIBUTE TO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA
Biom'up (the ' Society (Paris: BUP), a specialist in
surgical haemostasis, announces the launch of an increase in
share capital by issuing new ordinary shares without right
preferential subscription, reserved for categories of persons (the " Offer ").
Biom'up wants to raise a minimum of € 7 million.
The completion of the Offer is intended in particular to provide the Company with
additional means to accelerate its development. So the
net proceeds of the funds raised under the Offer, ie at least
EUR 7 million, will aim to finance, in the order of
next priority and in equivalent proportions:
Structure of the Offer
New shares (the " Shares News Will be offered
in the context of a capital increase with cancellation of the right
preferential subscription by way of an offer reserved for categories of
people determined by the 5th resolution of the assembly
General Meeting of Shareholders of June 5, 2018 in accordance with Article L.
225-138 of the Commercial Code (the " Increase in capital ").
These categories of persons include in particular one or more
French or foreign investment companies or funds investing in
main title, or having invested more than one million euros during the
36 months preceding the program in question, in the
life and health technologies.
Financière Arbevel, acting on behalf of the UCITS and mandates that it
manages, shareholders of the Company up to 6.68% of the capital (5.92%
on a fully diluted basis), and Athyrium Capital Management LP,
management company managing investment funds shareholders of the
Company up to 1.43% of the capital (3.37% on a fully
diluted), respectively committed to invest € 2m and € 5m in
the Offer. These subscription commitments cover the entire
minimum amount of the Capital Increase.
New Shares, including admission to market trading
Euronext Paris will be required, will be
of the Companies, fully subscribed and paid up, and
reserved and allocated to investors meeting the characteristics
above. These shares are the subject of an offer consisting of (i) a
so-called order book construction procedure in the territory of
the EEA, benefiting from a derogation provided for in Article 3.2 of
Directive 2003/71 / EC of the European Parliament and of the Council of 4 November
2003 (as amended), and (ii) a non-EEA private placement
in accordance with the rules of each country concerned, and
particular outside the United States in accordance with Regulation S of U.S.
Securities Act of 1933, as amended ("the Securities Act
And the United States under a scheduled registration exemption
in the Securities Act with qualified institutional buyers
as defined by Rule 144A of the Securities Act.
In accordance with Articles 211-3 and 212-5 of the AMF General Regulation,
neither the Offer nor the admission of the New Shares to the negotiations of the
regulated market of Euronext in Paris will not be the subject of a prospectus
targeted by the AMF.
The listing of the New Shares may only be made following
their issue, at the end of the settlement-delivery operations of
Shares News scheduled on December 10, 2018.
The offering of the New Shares will be made by Bryan Garnier & Co
acting as an agent of placement under a contract of
guaranteed to be concluded with the Company. This contract does not constitute
performance guarantee within the meaning of Article L. 225-145 of the Code of
trade. The Company will make a commitment in this contract
forbearance (in order not to make any issue or offer, or to
not to promise to sell shares or securities
securities giving access to the capital of the Company) until expiry
90 days after the date of the settlement-delivery of the
New Shares, except with the prior written consent of the placement agent
or usual exceptions in such matters.
The historic shareholders present in the capital of the Company
prior to its IPO on October 13, 2017 and Kreos
Capital V (UK) Ltd, holder of stock warrants remain
subject to a holding commitment of the shares of the Company that they
hold or would come to hold on exercise of securities
giving access to the capital until 31 December 2018.
Preferential subscription right
The issue of the New Shares will be carried out with cancellation of the right
preferential subscription and reserved for categories of people
in accordance with Article L. 225-138 of the French Commercial Code.
In this context, the shareholders of the Company have expressly decided to
the cancellation of their preferential subscription rights during the
the general meeting of June 5, 2018 (5th resolution)
investors who meet the above characteristics.
The final terms of the Offer, including the price of
underwriting and the impact of the issue of the New Shares on the
share of equity and the position of the shareholder, will be
announced as soon as possible by press release.
Indicative timetable of the Offer
December 5, 2018
Decision of the Board of Directors Deciding on the Launch of
Press release announcing the launch of the Augmentation of
December 6, 2018
Decision of the Board of Directors fixing the issue price of
Signature of the Placement Agreement
Press release announcing the Offer Price and the size
December 7, 2018
Publication of the Euronext Paris Notice of Admission of Shares
December 10, 2018
Settlement-Delivery and Admission of New Shares to
Update of company information
The Company was founded in 2005 with the goal of developing and producing
implantable and resorbable medical and biomaterial devices
derived from biopolymers like collagen. The Group has also
developed a new generation of hemostatic products
The development strategy is now centered on
(i) HEMOBLAST Bellows, a hemostatic powder (the action of which is
goal of controlling the flow of blood for mild bleeding to
moderated during surgical procedures) provided by means of a
bellows applicator and (ii) HEMOSNOWTM, a powder
hemostatic agent composed solely of a mechanical or passive agent for
minimal bleeding during surgical procedures. The range of
HEMOBLAST products can be used in many fields
surgical, with the applicator alone or with the 10 cm cannula
associated in most open surgical procedures, or to
using a laparoscopic cannula 35 cm in the case of the
laparoscopy, for example.
HEMOBLAST Bellows obtained the CE mark in December 2016.
The United States, the Group obtained in December 2017 at the end of
PMA instruction (Pre-Market Approval), FDA approval (Food
and Drug Administration) for placing on the US market
HEMOBLAST Bellows, 7 months ahead of schedule.
The official commercial launch of the product in Europe and the United States
took place in the summer of 2018, with first sales recorded in
Thanks to the improvement in productivity, the doubling of
work and the expansion of the capabilities dedicated to HEMOBLAST Bellows
makes the stopping of historical products, the production site of Saint
Priest located near Lyon is now able to produce 4,000
units of HEMOBLAST Bellows per month, which is expected to grow to 7,000
units by the first half of 2019. The delivery of a new
production area of 8 700 m2, is
expected by 2021, the Company believes that this site will be able to
produce up to 500,000 units of HEMOBLAST Bellows per year by the end
2021, against the end of 2020 before. To achieve its goal of 15% of
market share in the United States and major European countries
2022, the Company will have to resort to additional financing.
Net working capital
Since its creation, the Company has financed its growth through
reinforcement of its own funds through capital increases
successive stages of obtaining public aid for innovation and
repayment of Research Tax Credit receivables and the use of
bank and bond loans.
The cash balance at September 30, 2018 amounted to € 33.1 million. It is
€ 28.8 million as at 31 October 2018. The Company carried out a review
specificity of its liquidity risk and considers that it is unable to
to face its upcoming deadlines for the next 12 months
(insufficiency as of September 2019).
The shortfall in working capital would reach a maximum of € 6.8 million at
twelve months, ie at the end of December 2019. However, it is specified
that the Company believes that the net proceeds of the Offer will be sufficient to
to meet its obligations and cash requirements
during the next twelve months. This Offer constitutes
the preferred solution by the Company to ensure a
net positive turnover for the next twelve months.
The Company will continue to have financing needs in the future
important. The Corporation will consider various sources of funding,
capital, in borrowing, or other non-dilutive solutions, to guarantee the
going beyond the month of December 2019. The Company
in particular, until the end of March 2019 and subject to certain
conditions, the possibility of raising an additional € 10 million from
of Athyrium in connection with the bond issue issued in March 2018.
Incentive plans put in place prior to the introduction
stock exchange of the Company
After examining the stock market situation and its consequences for the
the profit-sharing plans put in place by delegation of
General Meetings of Shareholders of February 19, 2015 and July 17
2015 (in the case of BSPCE) and 21 June 2016 (in the case of
subscription of shares), and taking into account, in particular, the exercise price
concerned instruments, ie 236,413 BSPCE exercisable at the price of
€ 16.80 for two new shares and 52,579 subscription options
shares exercisable under the same conditions, and the low liquidity of the
directors on 29 October 2018 decided, on the basis of
recommendation of the Appointments and Compensation Committee,
propose to each of the beneficiaries belonging to the salaried
the Group as at October 29, 2018 to substitute a lump sum of
€ 4.20 per dilutive instrument (or € 2.10 per underlying share), or
a total amount for the Group of € 418,198.20, in exchange for its
waiver of said instruments; it being specified that the beneficiaries
corporate officers have for their part renounced the said instruments without
The substitute offer was open to beneficiaries until 30
November 2018, by which time 100% of beneficiaries had responded
favorably. On these bases, the synthesis of dilutive instruments in
circulation to date is as follows:
|Nature of dilutive instruments||Number of instruments||Potential new shares|
Company creator share subscription warrants
Worn to a maximum of 612,320 new shares taking
account of the 120,000 new shares that may be issued on
exercise of the warrants attached to the bond issue subscribed with
Athyrium for the second tranche of € 10 million, not yet issued.
Worn to a maximum of 1,437,385 new shares taking into account
account of the 120,000 new shares that may be issued on
exercise of the warrants attached to the bond issue subscribed with
Athyrium for the second tranche of € 10 million, not yet issued.
Biom'up USA, Inc.
Biom'up USA, Inc. is the US subsidiary of the Company in charge of
marketing and distribution of the Group's products on
its priority market, the United States. Biom'up USA, Inc. has appointed
September 18, 2018 Mr. William Spotnitz, moreover
Medical Director of the Group, as the Chief Executive Officer,
replacing Etienne Binant, who is also director
General of the Company, which now holds the functions of Chairman
of Biom'up USA, Inc. In light of the progress and successes achieved by
the American subsidiary under the direction of Mr. Etienne Binant between
March 2015 and September 2018, the latter awarded him a bonus of one
net amount in dollars equal to 490,095 euros.
Availability of the reference document and the financial report
Detailed information about Biom'up, particularly regarding its
activity, results, outlook and risk factors
correspondents appear in the Company's registration document.
relating to the 2017 financial year, filed with the AMF on May 28, 2018 under the
number R.18-043, and in the half-yearly financial report
first half of the 2018 financial year, which may be consulted,
as well as other regulated information and all
press releases of the Company on the Biom'up website (www.biomup.com).
HEMOBLAST Bellows is a haemostatic product designed to control
Bleeding in the course of surgical operations (surgery
cardiac, general, orthopedic …). Biom'up got results
very positive for all the primary and secondary criteria in
framework of a pivotal study, conducted in the United States, on 412
patients admitted to cardio-thoracic, abdominal or
orthopedic (lower limbs). Given the results
very positive preliminary results (proven efficiency up to 93% in
6 minutes, compared with 74% for the control group), the Committee
independent data control (IDMC) unanimously recommended
interrupt the study before the scheduled date. This allowed the Company
significantly speed up the filing of its application for authorization to
in the United States, Pre Market Approval (PMA) in June
In December 2017, Biom'up obtained the authorization of the FDA,
US federal marketing of HEMOBLAST Bellows, or
with 7 months ahead of schedule. This authorization has
resulted in a concentration of efforts on the industrial and
commercial, with the recruitment of marketing and sales teams
to prepare for the US launch of the planned product.
July 12, 2018 Biom'up received CE Mark for its Applicator
Laparoscopic HEMOBLAST Bellows to diffuse the powder
hemostatic during mini-invasive surgical procedures. The
Company can thus position itself on a new market segment
approximately 500 000 interventions per year in Europe. The Company also
filed July 2, 2018 with the FDA an application for a supplement to
its PMA to obtain the approval of HEMOBLAST Bellows for all
Laparoscopic surgery procedures in the United States.
Founded in 2005 and established in Saint-Priest (France), Biom'up designs
Hemostatic products based on patented biopolymers intended for
simplify the practice of surgeons of multiple specialties
(spinal, cardiac, general, orthopedic, plastic surgery) and
to improve the quality for the benefit of patients.
Since its creation, Biom'up has benefited from investor support
leading Europeans, including Bpifrance, Innobio, Gimv,
Lundbeckfond, Mérieux Participation, SHAM, and ACG as well as
all the managers of the company that invested in equity in
height of € 2 million. Biom'up has successfully completed its listing on Euronext
Paris, raising € 42.5 million in October 2017. Since that date, the Company has
achieved a capital increase by public offering of € 16 million in
February 2018 and concluded a € 25 million bond issue with
Athyrium, an American fund specializing in innovative companies
health sector, in March 2018.
This document and the information it contains do not constitute a
sale or purchase offer or a solicitation to sell or purchase
securities of the Company.
No communication or information relating to the issue by the
Company's shares may not be released to the public in any country in
which an obligation of registration or approval is required.
No action has been taken or will be undertaken outside of
France, in any country in which such steps would be
required. The issue or subscription of the shares may be
in some countries, legal or regulatory restrictions
specific. The Company assumes no liability for any
violation by any person of these restrictions.
This document does not constitute and can not be regarded as
constituting an offer to the public, an offer to purchase or as
soliciting the public interest for an offer transaction
public. The dissemination of this document may, in some countries,
subject of specific regulation. People in possession of
this document should inquire about any local restrictions
and comply with it.
This document constitutes a promotional communication
and not a prospectus within the meaning of the Prospectus Directive (as
defined below), as transposed in each of the Member States
of the European Economic Area.
As regards the Member States of the European Economic Area (including
France) (the Member States "), No action has been taken
undertaking and will not be undertaken for the purpose of permitting an offer
of titles, which is the subject of this document, making it necessary to
publication of a prospectus in one or the other of the Member States. In
Consequently, the securities of the Company can not be offered and can not be
will be offered in any of the Member States, except in accordance with
derogations provided for in Article 3 of the Prospectus Directive.
For the purpose of this warning, the expression "offer to the
public "in connection with any shares of the Company in any State
Member means communication, in whatever form and by whatever
means, sufficient information on the conditions of
the offer and the securities to be offered, so as to put an investor
able to decide to buy or subscribe to securities,
as eventually modified by the Member State. Expression
"Prospectus Directive" means Directive 2003/71 / EC (as
amended by Directive 2010/73 / EU), and includes any
relevant measure of transposition in the Member State.
This document should not be distributed, directly or indirectly,
in the USA. This document does not constitute an offer of securities or a
any solicitation to purchase Company securities in the United States
in any other jurisdiction in which such offer or
solicitation may be subject to restrictions. The titles of the
Company may not be offered or sold in the United States in the absence
registration or exemption from registration under the U.S.
Securities Act of 1933, as amended (the " Securities Act ").
The securities of the Company have not been and will not be registered
under the Securities Act, and the Company does not intend to proceed
an offer to the public of his titles in the United States.
With regard to the United Kingdom, the dissemination of this document (the term
including any form of communication) is subject to the restrictions
provided for in Article 21 (restrictions on financial
promotion ") of Financial Services and Markets Act 2000 ( ' FSMA
"). This document is intended and addressed only to people who
(i) have professional experience in investing (" investment
professionals Referred to in Article 19 (5) of the FSMA (Financial
Promotion Order) 2005, as amended (the
(ii) referred to in section 49 (2) (a) to (d) of the College, and (iii) any other
person to whom this document may be legally communicated
(all those mentioned in (i), (ii) and (iii) being together
referred to as' Qualified Persons "). This document should
not be used in the UK by people who would not be
Qualified Persons. Any investment related to this document
may be proposed or concluded in the United Kingdom only with
Qualified. By receiving this document, you must notify the Company that
you are part of the categories of people mentioned above.
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