Biophytis launches a round of fundraising for approximately 2 million euros

Biophytis launches a round of fundraising

for approximately 2 million euros

• Capital increases as part of a global offering comprising an offer reserved for professional investors and a public offering for retail investors through the PrimaryBid platform.
• The PrimaryBid offering will close on May 10 2023 at 10pm Paris time and the offering reserved for professional investors will close on May 11, 2023 before start of trading (subject to early closure).
• The price of EUR 0.0222 per new share, representing a discount of 25% to the Volume-Weighted Average Price  to the average closing price of Biophytis over the last five trading days, from 3 to 9 May 2023, equal to EUR 0.0296, and a discount of 25.25% to the closing price as at 10 May 2023

Paris (France), Cambridge (Massachusetts, U.S.), May 10th, 2023, 18:45 CET – Biophytis SA (NasdaqCM: BPTS, Euronext Growth Paris: ALBPS) (the “Company” or “Biophytis”), a clinical-stage biotechnology company focused on the development of therapeutics that slow the degenerative processes associated with aging, including severe respiratory failure in patients suffering from COVID-19, today announced the launch of a round of fundraising for approximately 2 million euros based on issuing new shares for professional investors, as defined below, and retail investors (through the PrimaryBid platform) (the “Operation”).

Biophytis plans to use the funds raised to pursue the filing of regulatory applications for Marketing Authorisation (MA) in Europe and the United States for Sarconeos (BIO101) in the treatment of severe forms of COVID-19.

On 9 May 2023, the Company announced that it had filed a request with the European Medicine Agency (EMA) to hold a pre-submission meeting to file a conditional Marketing Authorisation Application (MAA) in Europe for Sarconeos (BIO101) in the treatment of severe forms of COVID-19. This is the first step in the regulatory process that the company is initiating to define the eligibility and conditions for filing a conditional marketing authorisation application in Europe for Sarconeos (BIO101) in the treatment of severe forms of COVID-19. A request for a pre-submission meeting with the Food and Drug Administration (FDA) for an Emergency Use Authorisation (EUA) application in the US is expected to follow this quarter.

Stanislas Veillet, Chairman and CEO of Biophytis, commented: "2022 has been a rich year in terms of clinical research with positive results from our phase 2-3 COVA study in the treatment of severe forms of COVID-19. The year 2023 should be rich in terms of marketing. This new round of financing will enable us to file regulatory applications for marketing authorisation (MA) in Europe and the United States for Sarconeos (BIO101) in the treatment of severe forms of COVID-19.  We reiterate our objective to be able to treat as soon as possible with Sarconeos (BIO101), patients developing severe forms of COVID-19, at risk of respiratory failure or death, in France, in Europe, but also in the United States and Brazil".

Fundraising conditions

The fundraising will be carried out with two separate, but concomitant components:

1) An offer based on issuing new ordinary shares with preferential subscription rights waived for professional investors in accordance with Articles L. 225-129 and seq. of the French commercial code (Code de commerce) and in particular, Articles L. 225-129-2, L. 225-135, L. 225-138, L. 22-10-49, L. 228-91 à L. 228-93 of the French commercial code (the “Reserved Offer”). The Reserved Offer will be carried out in accordance with the delegations granted to the Board of Directors under the terms of the 4th resolution of the Combined Meeting on April 17, 2023., which authorized the Board to reserve the issuance of securities for categories of beneficiaries.

• The subscription price for the new shares with the Reserved Offer will as a minimum be equal to the volume-weighted average price of Biophytis shares for the last five trading days prior to the setting of the price, less a potential discount of up to 25% in accordance with the abovementioned delegations. In this context, the price of EUR 0.0222 per new share, representing a discount of 25% to the Volume-Weighted Average Price to the average closing price of Biophytis over the last five trading days, from 3 to 9 May, equal to EUR 0.0296

2) A public offering of new ordinary shares with preferential subscription rights waived for retail investors through the PrimaryBid platform under the 2nd  resolution of  the Combined General Shareholders’ Meeting on April 17, 2023 (the “PrimaryBid Offer”). The PrimaryBid Offer will be carried out based on an allocation in proportion to the requests submitted within the limits of the amount allocated to this public offering, with allocations reduced in the event of surplus demand, if applicable, in accordance with Article L. 225-136 of the French commercial code. The amount of the Overall Offer will depend exclusively on the orders received for each of the aforementioned sections without any possibility to reallocate the amounts assigned from one to the other. The PrimaryBid Offer is subordinate to the Reserved Offer and will represent a maximum of 20% of the amount of the Overall Offer. Moreover, the PrimaryBid Offer will not be carried out if the capital increase for the Reserved Offer is not itself carried out.

The Reserved Offer will be carried out with an accelerated book-build, following which the number and price of the new shares issued will be determined. In accordance with the 2nd  resolution of the General Meeting, the subscription price for the new shares that will be determined following this process with the Reserved Offer will as a minimum be equal to the volume-weighted average price of Biophytis shares for the last five trading days prior to the setting of the price, less a potential discount of up to 25%. The price of the shares allocated in connection with the PrimaryBid Offer will be identical to that determined for the Reserved Offer.

The accelerated book-building for the Reserved Offer is starting immediately and is expected to end before the start of trading on January31, 2023, subject to potentially being closed early. The PrimaryBid Offer is also starting immediately and will end today at 10pm Paris time, subject to potentially being closed early.

The definitive price and the final number of new ordinary shares to be issued with the Reserved Offer and the Overall Offer will be set by the Chief Executive Officer acting in accordance with a delegation granted by Biophytis’ Board of Directors on May 10, 2023 under and within the limits of the 4th and 2nd  resolutions of  Biophytis’ Combined General Shareholders’ Meeting on April 17, 2023.

Biophytis will announce the results of the Overall Offer as soon as possible following the closing of the order book for the Reserved Offer in a press release, which will notably indicate the final number of new ordinary shares issued and the issue price.

The settlement-delivery of the new ordinary shares issued in connection with the capital increase and their admission to trading on the Euronext Growth Paris market are scheduled for May 12, 2023. The new shares will be of the same category and fungible with the existing shares, will be entitled to all the rights associated with the shares, and will be admitted to trading on the multilateral trading system Euronext Growth® Paris under the same ISIN FR0012816825.  

Financial intermediaries

Invest Securities is the global coordinator - lead manager and bookrunner for the Reserved Offer.

For the PrimaryBid Offer, investors will be able to subscribe exclusively through the PrimaryBid partners indicated on the PrimaryBid site (www.PrimaryBid.fr). The PrimaryBid Offer is not covered by an underwriting agreement. For further details, please refer to the PrimaryBid site at www.PrimaryBid.fr.

Risk factors

Readers’ attention is drawn to the risk factors relating to Biophytis and its activity. The principal risks are the usual risks for a pharmaceutical biotechnology company. A detailed description of the Company’s risk factors is presented in the annual financial reportrelating to the 2022 annual accounts and the 20F form, , which are available on the Company’s website.

If all or part of these risks were to materialize, this would be likely to have an adverse impact on Biophytis’ activity, financial position, results, development or outlook. The risk factors presented in said documents are identical on the date of this press release.

In addition, investors are invited to take into consideration the following risks that are specific to the issue:

• The market price of Biophytis shares could fluctuate and fall below the subscription price for the new shares issued as part of the operation;
• As a result of stock market fluctuations, the volatility and liquidity of Biophytis’ shares could vary significantly;
• Biophytis’ shares could be sold on the secondary market following the operation, and this could have an adverse impact on Biophytis’ share price;
• Biophytis shareholders could be subject to further dilution resulting from potential future capital increases;
• As the securities are not intended to be listed on a regulated market, investors will not be entitled to the guarantees associated with regulated markets.

Such events could have a significant adverse impact on the market price of Biophytis shares.

About BIOPHYTIS

Biophytis SA is a clinical-stage biotechnology company specialized in the development of therapeutics that are aimed at slowing the degenerative processes associated with aging and improving functional outcomes for patients suffering from age-related diseases, including severe respiratory failure in patients suffering from COVID-19. Sarconeos (BIO101), our lead molecule drug candidate, administered orally, has completed a Phase 2 clinical trial as a treatment for sarcopenia in the United States and Europe (SARA-INT) with positive results. Biophytis is currently in discussions with regulatory authorities to initiate a Phase 3 study. Sarconeos has also obtained positive results from a Phase 2-3 clinical trial (COVA) for the treatment of severe respiratory manifestations of COVID-19 in Europe, Latin America and the United States, and has initiated the regulatory process to obtain early access in France and conditional marketing authorization in Europe and the US. A pediatric formulation of Sarconeos (BIO101) is being developed for the treatment of Duchenne Muscular Dystrophy (DMD). The Company is based in Paris, France, and Cambridge, Massachusetts. The Company's ordinary shares are listed on Euronext Growth (Ticker: ALBPS -ISIN: FR0012816825) and ADSs (American Depositary Shares) are listed on Nasdaq Capital Market (Ticker BPTS – ISIN: US09076G1040). For more information visit www.biophytis.com

Disclaimer

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "predicts," "intends," "trends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are based on assumptions that Biophytis considers to be reasonable. However, there can be no assurance that the statements contained in such forward-looking statements will be verified, which are subject to various risks and uncertainties. The forward-looking statements contained in this press release are also subject to risks not yet known to Biophytis or not currently considered material by Biophytis. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Please also refer to the "Risk and uncertainties the Company is to face" section from the Company's 2022 Annual Report on Form 20-F available on BIOPHYTIS website (www.biophytis.com) and as exposed in the "Risk Factors" section of form 20-F as well as other forms filed with the SEC (Securities and Exchange Commission, USA). We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.