Sensorion Financing
Sensorion (FR0012596468 – ALSEN) a pioneering clinical-stage biotechnology company which specializes in the development of novel therapies to restore, treat and prevent hearing loss disorders, today announced a €15 million offering reserved to specific categories of investors (the “Reserved Offering”) through the issuance of 24,574,694 new ordinary shares of the Company (the “New Shares”) at a price per New Share of €0.63 (the “Subscription Price”) to the benefit of existing shareholders including Redmile Group, Invus, Sofinnova Partners and a large investment management firm. The settlement-delivery of the Reserved Offering is expected to take place around April 11, 2024, subject to customary conditions.
Nawal Ouzren, Sensorion’s Chief Executive Officer, said:
“We are thrilled to announce another successful capital raise, securing an additional EUR 15 million to accommodate interest expressed by certain existing investors. This builds on the earlier EUR 50 million financing announced in February 2024, adding up to a total of EUR 100 million raised in less than 9 months. With this new financing, we are well-positioned to accelerate our gene therapy programs, including the progression of SENS-501 through its Phase 1/2 clinical study, Audiogene, and the advancement of our second program, GJB2-GT, towards Clinical Trial Applications submission in H1 2025. The capital increase enables the Company to finance its activities until the end of 2025. We remain deeply thankful for the ongoing support of our shareholders and partners as we strive to make a meaningful difference in the lives of those affected by hearing loss disorders.”
Khalil Barrage, Interim Chairman of Sensorion’s Board of Directors, said:
“We are immensely grateful for the continued support and confidence shown by our existing investors. Their participation in this transaction reaffirms their confidence in Sensorion’s vision and commitment to advancing innovative therapies for patients with hearing disorders.”
Impact on cash flow and use of proceeds
The Company intends to use the net proceeds from the Reserved Offering, which amount to c. €14.8 million (based on the aggregate Subscription Price), to fund the company’s R&D activities until the end of 2025, covering GJB2 CTA submission and the first two cohorts of the Audiogene Phase 1/2 clinical trial, which was approved in Europe in January 2024 as well as for other R&D and corporate overhead expenses.
Based on its forecasted expenses, cash and cash equivalents as of December 31st, 2023, of c. €37 million, as well as the net proceeds from the reserved offering executed in February 2024[1] together with the net proceeds from this Reserved Offering, the Company believes that it will be able to finance its operations until the end of 2025. The company continues to pursue non-dilutive financing.
Main terms of the Reserved Offering
Sensorion’s board of directors and Chief Executive Officer using the delegation of powers granted by the 8th resolution of the extraordinary shareholders’ general meeting held on December 20th, 2023 (capital increase with cancellation of preferential subscription rights in favor of categories of persons with specific characteristics) and in accordance with article L. 225-138 et seq. of the French Commercial Code (Code de commerce), have decided on April 5, 2024, to complete the issuance of the New Shares. The New Shares were issued at a price of €0.63, which represents a 10% discount to the weighted average share price on the day preceding the date on which the issuance price is set, in accordance with the 8th resolution of the extraordinary shareholders’ meeting of the Company held on December 20th, 2023.
The issuance of the 24,574,694 New Shares will result in an immediate capital increase of €15,482,057.22 (i.e., a nominal amount of €2,457,469.40 and a total issuance premium of €13,024,587.82 and corresponding to a nominal value of 10 cents (€0.10) plus an issuance premium of €0.53 per New Share), representing approximately 9% of the Company’s share capital and voting rights outstanding before the Reserved Offering.
Redmile Group, Invus and Sofinnova Partners who are existing shareholders and are also represented on the Board of Directors of the Company, will participate in the Reserved Offering for subscription amounts of €1.8 million, €1.7 million and €1.0 million, respectively, representing 11.3%, 10.7% and 6.5% of the aggregate gross amount of the Reserved Offering, respectively. It is specified that Redmile Group, Invus and Sofinnova Partners, who are also members of Sensorion’s Board of Directors, did not take part in the vote of the Reserved Offering at the Board of Directors’ meeting held on April 5, 2024.
Following the settlement-delivery expected to occur on April 11, 2024, the Company’s total share capital will be €30,025,022.50 divided into 300,250,225 ordinary shares, each with a par value of €0.10. The New Shares will be fungible with the existing ordinary shares of the Company and will be admitted to trading on Euronext Growth in Paris under the ISIN FR0012596468.
Leerink Partners LLC (“Leerink Partners”) and Stifel Europe AG (“Stifel”) are acting as lead agents in connection with the Reserved Offering. Chardan Capital Markets LLC (“Chardan”) is acting as placement agent in connection with the Reserved Offering (Leerink Partners together with Stifel and Chardan, the “Placing Agents”). Stifel is also acting as Centralizing Agent. Namsen Capital is acting as equity capital markets advisor.
Shareholding Structure after the Reserved Offering
On an illustrative basis, a shareholder holding 1% of the Company’s share capital before the Reserved Offering and who did not participate in the Reserved Offering will hold 0.92% of the Company’s share capital after the issuance of the New Shares.
Lock-up agreements
In connection with the Reserved Offering, the Company has entered into a lock-up agreement restricting the issuance of additional ordinary shares for a period ending 90 days following the date of settlement-delivery of the New Shares, subject to customary exceptions. The Company’s management, Board members and shareholders represented at the Board of Directors who hold ordinary shares of the Company are also subject to a lock-up for a period of 90 days following date of settlement-delivery of the New Shares, subject to customary exceptions.
Settlement-delivery of the Reserved Offering
The admission of the New Shares to trading on the Euronext Growth market in Paris is scheduled for the time of settlement and delivery, which is expected to take place on April 11, 2024.
The New Shares will be immediately assimilated to the Company’s existing shares already traded on Euronext Growth in Paris, and will be able to be traded, from their issuance, on the same listing line (ISIN code: FR0012596468).
The Reserved Offering has not given rise to a prospectus submitted for approval by the AMF.
Risk Factors
The Company draws the public’s attention to the risk factors related to the Company and its activities presented in section I.3 of the Rapport annuel for the year ended December 31st, 2023, which is available free of charge on the website of the Company.
In addition, investors are invited to consider the following risks: (i) shareholders stake in the Company will be diluted further to the issuance of the New Shares for the shareholders who did not participate to the Reserved Offering, (ii) the market price for the Company’s shares may fluctuate and fall below the subscription price of the shares issued pursuant to the Reserved Offering, (iii) the volatility and liquidity of the Company’s shares may fluctuate significantly, (iv) sales of the Company’s shares may occur on the market and have a negative impact on the market price of the shares, and (v) the Company’s shareholders could undergo a potentially material dilution resulting from any future capital increases that are needed to finance the Company.