Biom’up successfully closes a €7.67 million private placement financing

Saint-Priest, France, December 6, 2018, 8:00 (Paris time) – Biom’up (the “Company”), a specialist in
surgical hemostasis, announces the success of its private placement financing of €7.67 million through a
capital increase by the issuance of new shares without preferential subscription rights for the benefit of a
category of beneficiaries (the “Offering”). The Company sold 1,597,332 new shares at a price of €4.80 per
share, representing a discount of approx. 2% to the closing share price on December 5, 2018 (€4.90 per
share). The Offering represents 12.61% of the Company’s existing share capital.
The net proceeds of the Offering will allow the Company to finance the continuation and ramp up of clinical
development for HEMOBLASTTM Bellows in abdominoplasty surgery, knee surgery and spinal surgery, the
continuing expenditures for the construction of the new production plant near the existing site, and the
ongoing efforts relating to the HEMOBLAST Bellows commercialization in the United States and Europe
(sales force deployment, ramping up efforts devoted to marketing and training practitioners) along with the
Company’s ordinary operating activities.
Etienne Binant, Biom’up’s Chief Executive Officer, commented: « I would like to sincerely thank all the
investors who made this raise a success and in particular Arbevel et Athyrium who are once again
demonstrating their trust in the Company. In the context of challenging financial market conditions, being
able to execute such a transaction further testifies to investor confidence in our positioning and business
model. These funds will now reinforce our cash position and allow us to continue the clinical development
of HEMOBLAST Bellows and its commercialization, as well as associated means of production ».
Structure of the Offering
The new shares (the “New Shares”) offered in connection with this capital increase, without preferential
subscription rights to the benefit of categories of investors, have been offered within the framework set by
the 5th resolution of the extraordinary general meeting of the shareholders of June 5, 2018, in compliance
with article L. 225-138 of the French commercial code (the “Capital Increase”).
These categories include notably one or more companies or French or foreign investment funds who
customarily invest, or have invested more than €1 million during the 36 months preceding the date of the
issue in question, in the life sciences or health technology sector.
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The transaction has been implemented by the CEO acting upon subdelegation from the Company’s Board
of Directors on December 5 2018 and having set the subscription price for the new shares at €4.80 per
share, representing a discount of approx. 2% to the closing share price on December 5, 2018 (€4.90 per
share). The price of the Offering complies with the terms of the 5th resolution of the extraordinary general
meeting of the shareholders of June 5, 2018, as well as the provisions of article L. 225-138 of the French
commercial code.
With the €2 million invested in the Offering by Financière Arbevel, acting on behalf of the UCITS and
investment mandates that it manages, and the €5 million invested in the Offering by Athyrium Capital
Management L.P., fund manager of the shareholder investment fund of the Company, the shareholding
base of the Company is now as follows:
On a non-diluted basis On a fully diluted basis *
Shareholders
Before Capital Increase After Capital Increase Before Capital Increase After Capital Increase
Shares
% of
capital
and
voting
rights
Shares
% of
capital
and
voting
rights
Shares
% of
capital
and
voting
rights
Shares
% of
capital
and
voting
rights
Concert Bpifrance 3,115,548 24.59% 3,115,548 21.83% 3,115,548 22.12% 3,115,548 19.73%
incl. Bpifrance Participations 1,967,006 15.52% 1,967,006 13.78% 1,967,006 13.97% 1,967,006 12.46%
incl. Bpifrance Investissement
(InnoBio) 1,148,542 9.06% 1,148,542 8.05% 1,148,542 8.16% 1,148,542 7.27%
Gimv 1,206,272 9.52% 1,206,272 8.45% 1,206,272 8.57% 1,206,272 7.64%
Lundbeckfond Ventures 1,043,687 8.24% 1,043,687 7.31% 1,043,687 7.41% 1,043,687 6.61%
Sham Innovation Santé 587,661 4.64% 587,661 4.12% 587,661 4.17% 587,661 3.72%
Sub-total historical financial
shareholders ** 5,953,168 46.98% 5,953,168 41.72% 5,953,168 42.27% 5,953,168 37.70%
Sub-total various historical
shareholders 1,161,703 9.17% 1,161,703 8.14% 1,161,703 8.25% 1,161,703 7.36%
Financière Arbevel 846,089 6.68% 1,262,755 8.85% 846,089 6.01% 1,262,755 8.00%
Invesco 691,429 5.46% 691,429 4.85% 691,429 4.91% 691,429 4.38%
Athyrium 181,818 1.43% 1,223,484 8.57% 481,818 3.42% 1,223,484 9.65%
Sub-total other financial investors 1,719,336 13.57% 3,177 668 22.27% 2,019,336 14.34% 3,477,668 22.02%
Sub-total founders and executive
officers 390,174 3.08% 390,174 2.73% 648,065 4.60% 648,065 4.10%
Sub-total various shareholders 106,334 0.84% 106,334 0.75% 179,444 1.27% 179,444 1.14%
Float 3,341,346 26.37% 3,480,346 24.39% 3,341,346 23.73% 3,480,346 22.04%
incl. treasury shares 14,783 0,12% 14,783 0.10% 14,783 0.10% 14,783 0.09%
Kreos 0 0.00% 0 0.00% 147,320 1.05% 257,812 1.63%
Founders’ warrants (BSPCE) 0 0.00% 0 0.00% 30,052 0.21% 30,052 0.19%
Restricted stock units (AGA) 0 0.00% 0 0.00% 138,675 0.98% 138,675 0.88%
Warrants (BSA) 0 0.00% 0 0.00% 45,000 0.32% 45,000 0.28%
Stock-options 0 0.00% 0 0.00% 418,705 2.97% 418,705 2.65%
Sub-total other dilutive instruments 0 0.00% 0 0.00% 632,432 4.49% 632,432 4.01%
TOTAL 12,672,061 100.00% 14,269,393 100% 14,082,814 100.00% 15,790,638 100.00%
* If all the BSA warrants, BSPCE warrants and stock options outstanding are exercised and all the AGA are fully vested on the date
of the present press release, including BSA warrants attached to the first tranche of the bond financing agreement entered into
with Athyrium Capital Management L.P in March 2018 potentially resulting in the issuance of a maximum amount of 300,000 new
shares of the Company as from January 1, 2019.
** Including the shares not subject to the lock-up commitment taken in the context of the Company’s IPO and running until December
31, 2018.
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The New Shares whose admission to trading on the regulated market of Euronext Paris has been requested
will be ordinary shares of the Company, subscribed for and paid up in full, and reserved and allocated to
investors meeting the above characteristics. These shares have been subject to an offering consisting of
(i) a “book-building” process in the European Economic Area (the “EEA”) under the derogation provided for
by Article 3.2 of the 2003/71/EC Directive of the European Parliament and Council dated November 4, 2003
(as amended), and (ii) a private placement outside the EEA in accordance with the rules of each country
concerned, and in particular outside of the United States by virtue of Regulation S of the U.S. Securities Act
of 1933, as amended (the “Securities Act”) and in the United States by virtue of
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clinical trial in the United States with 412 patients admitted to cardio-thoracic, abdominal or orthopedic
(lower limb) surgeries which met all of its primary and secondary endpoints. Given the compelling
preliminary results (93% effectiveness at 6 minutes, compared with 74% for the control arm), the
Independent Data Monitoring Committee (IDMC) unanimously recommended to stop the study after an
interim analysis of the data, which allowed the company to accelerate the submission of its filing for
premarket approval (PMA) to regulatory authorities in June 2017.
After obtaining expedited FDA approval for HEMOBLAST Bellows in December 2017, 7 months ahead of
original plan, Biom’up’s efforts are focused on industrial and commercial activities and the recruitment of
sales and marketing teams in the U.S. to prepare the planned commercial roll-out of our lead product in the
United States.
On July 12, 2018, Biom’up obtained CE Marking for its HEMOBLAST Bellows Laparoscopic Applicator
designed to deliver the HEMOBLAST Bellows powder in minimally-invasive procedures. This has opened
the way for the Company in a new market segment representing approximately 500,000 surgeries per year
in Europe. In addition, on July 2, 2018 the Company filed a PMA supplement to obtain approval for
HEMOBLAST Bellows for all laparoscopic surgical procedures in the United States.
About Biom’up
Founded in 2005 and based in the Lyon suburb of Saint-Priest (France), Biom’up designs hemostatic
products based on patented biopolymers that aim to simplify surgical procedures in numerous specialties
(spine, cardiothoracic, general, orthopedic, plastic) and give patients a better quality of life.
Since its creation, Biom’up has benefited from the support of prominent European investors such as
Bpifrance, Innobio, Gimv, Lundbeckfond, Mérieux Participation, SHAM and ACG, as well as all the
company’s managers, who have invested €2 million in equity. Biom’up successfully completed its IPO on
Euronext Paris, raising €42.5 million in October 2017. This has been followed by a €16 million capital
increase in February 2018 and a €25 million bond financing agreement with Athyrium Opportunities III
Acquisition LP, a US fund specializing in innovative companies in the healthcare sector, in March 2018.
Warning
This document and the information contained herein do not constitute an offer to sell or purchase, or the
solicitation of an offer to sell or purchase, securities of Company.
No disclosures or other any information relating to the issue of Company’s shares may be distributed to the
public in any jurisdiction where a registration or approval is required. No formalities have been or will be
undertaken in any jurisdiction outside France where such measures would be required. The offering or
subscription of the shares may be subject to specific legal or regulatory restrictions in certain jurisdictions.
The Company assumes no responsibility for any violation of such restrictions by any person.
This document does not constitute and shall not be construed as constituting a public offer or offer to
purchase nor a solicitation to the public in connection with a public offering. The distribution of this document
may in certain countries be governed by specific regulations. Any persons in possession of this document
should seek advice on and comply with any local restrictions.
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This announcement is an advertisement and does not constitute a prospectus within the meaning of
Prospectus Directive (as defined below), to the extent such Directive has been transposed in each of the
Member States of the European Economic Area.
With regard to Member States of the European Economic Area (including France) (the “Member States”)
that have transposed the Prospectus Directive, no action has been taken or will be taken to make an offer
to the public of the securities requiring a publication of a prospectus in one of the Member States. As a
result, the securities of the Company may not and will not be offered in any Member State other than France,
except in accordance with the exemptions set forth in Article 3 of the Prospectus Directive.
For the purposes of this provision, an “offer to the public” in relation to the new or existing shares of the
Company in any Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to enable an investor to decide
to purchase or subscribe for the securities, as modified, if applicable, by the Member State. “Prospectus
Directive” herein refers to the Directive 2003/71/EC (as amended, including by Directive 2010/73/EC), and
any relevant transposition measure in the Member State.
This document may not be distributed, directly or indirectly in the United States of America. This document
is neither an offer of securities for sale nor the solicitation of an offer to purchase securities in the United
States of America or any other jurisdiction where such offer may be restricted. The securities of the
Company may not be offered or sold in the United States of America absent registration or an exemption
from registration under the US Securities Act of 1933, as amended (“US Securities Act”). The securities of
the Company have not been and will not be registered under the U.S. Securities Act and the Company does
not intend to make a public offer of its securities in the United States of America.
In the United Kingdom, distribution of this document (referring to any form of communications) is subject to
restrictions provided for by article 21 (restrictions relating to “financial promotion” of the Financial Services
and Markets Act 2000 (” FSMA”). This document is distributed to, and is directed only at persons who are
(i) investment professionals under Article 19(5) of the FSMA (Financial Promotion Order) 2005 (the “Order”)
as amended, (ii) persons falling within Article 49(2)(a) to (d) of the Order and (iii) any person to which this
document may be legally transmitted (all persons mentioned in (i), (ii) and (iii) together being referred to as
“Relevant Persons”. This document must not be acted on or relied on in the United Kingdom by persons
who are not Relevant Persons. Any investment to which this document relates may be proposed to or
engaged in the United Kingdom only with Relevant Persons. By receiving this document, you must notify
the Company that you are among the categories of persons mentioned above.