NOXXON Pharma N.V. (Euronext Growth Paris: ALNOX), a biotechnology company focused on improving cancer treatments by targeting the tumor microenvironment (TME), announced today that it has secured an equity capital raise totaling € 6.2 million, including US$ 5 million committed by lead investor, Acuitas Capital, LLC, a US based family office.
This equity capital raise meets the criteria to end YA II PN’s (“Yorkville”) ability to invest in NOXXON via the variable rate equity vehicle without the consent of NOXXON. Additionally, NOXXON has contractually committed not to use Yorkville or any other variable rate vehicles for two years, by which time the ability to pull tranches from the Yorkville vehicle will have expired.
Acuitas Capital, LLC agreed to purchase 3,783,201 shares at € 1.17 per share, a 10% discount to the closing bid price of NOXXON ordinary shares on November 14, 2018 of € 1.30 per share. Furthermore, Acuitas Capital, LLC has been granted warrants to acquire an equivalent number of shares at € 1.4148 per share, 1.2-fold of the purchase price for the ordinary shares. Kreos and holders of the convertible bonds listed on Euronext Access shall also purchase shares in exchange for outstanding obligations at an equivalent price per share to that received by Acuitas Capital, LLC.
“This investment by Acuitas Capital, LLC into ordinary shares of the company is transformational for NOXXON. The support of Acuitas Capital, LLC underscores the potential of our pipeline, enables NOXXON to fully exploit the data from the ongoing NOX-A12 trial and gives the team more flexibility to further develop our clinical assets” said Aram Mangasarian, CEO of NOXXON Pharma. He continued, “In addition, the elimination of the Kreos debt further strengthens NOXXON‘s balance sheet by eliminating interest and principal payment obligations.”
On the basis of 4,817,135 ordinary shares outstanding before today’s announcement, the dilution from the issuance of the ordinary shares purchased by Acuitas Capital, LLC for US$ 5 million plus the ordinary shares purchase by Kreos and the convertible bond holders totals 52%. Further details of the equity investment including the main characteristics of the warrants issued today are available in the annex to this press release.
This communication serves as the official notice to holders of NOXXON’s 7% convertible bonds listed on Euronext Access (NOXXON7%PT bonds) that NOXXON has exercised its right to convert all outstanding bonds into ordinary shares following a Qualified Financing. Corresponding Issuer Conversion Notices have been submitted to the Agent with a Conversion Date of December 4, 2018. As a result, no holder of NOXXON7%PT bonds may request an earlier conversion.
Financial community outreach and investor relations support for the financing was provided by Trophic Communications.