Biom’up Raises €3 Million from the €10 Million Credit Line Granted in March 2018 by Athyrium

Regulatory News:

Biom’up (Paris:BUP) (the "Company”), a specialist in surgical hemostasis, today announces the success of the partial issue of the second tranche of its bond financing for €3 million out of the €10 million available.

This issue was carried out as part of the bond financing subscribed by Athyrium Opportunities III Acquisition LP, a fund managed by Athyrium Capital Management, LP ("Athyrium”) for an aggregate amount of up to €35 million, with €25 million issued on March 29, 2018 and including an option for an additional €10 million subject to completion of certain conditions within 12 months of the initial issue. The deadline to call the €7 million balance of the second tranche was extended to December 31, 2019.

Following the success of the capital increase by private placement in the amount of €7.67 million on December 10, 2018, this new financing round is in line with the Company’s cash management policy and medium-term solvency. These additional funds will notably be used to finance HEMOBLAST Bellows’ commercial ramp up in the United States and Europe, continuing regulatory efforts to both maintain the authorizations already obtained in Europe and the United States and obtain authorizations in new countries (Australia, Japan) and continuing efforts to pursue clinical developments necessary for the product’s authorization in the year ahead for new therapeutic targets including spinal surgery in the United States.

Etienne Binant, Chief Executive Officer of Biom’up, commented: "The success of this financing round, which gives us additional resources to maintain our medium-term growth momentum, offers further testimony of Athyrium’s confidence in the quality of our growth model and development opportunities. I wish to extend my sincerest thanks to Laurent Hermouet and the entire Athyrium team for their unwavering support”.

Laurent Hermouet, Managing Director of Athyrium Capital Management, LP, added: "Alongside Etienne Binant and the Biom’up teams for nearly one year, we applaud the Company’s success in achieving its objectives in 2018. We are delighted that this financing operation provided for in our agreement of last March was able to be completed and will contribute to Biom’up’s development in 2019.”

On December 31, 2018, Biom’up and Athyrium Capital Management, LP amended the bond subscription agreement of March 29, 2018, as follows:

• the interest rate on the bonds, all maturing on March 29, 2023, is 10 % p.a. (increased to 13% p.a. in the event of default that goes unremedied, where no waiver has been granted and that has not ceased), representing an annual interest charge of €2.2 million (assuming no early redemption) on average over the life of the bonds, taking into account the amortization of the bonds starting on the third anniversary of the initial issue (increased to € 2.5 million per year on average over the life of the bonds, in case of the exercise of the option for € 7 million in additional financing between now and December 31, 2019). Interest is payable quarterly;
• to guarantee all obligations assumed by the Company under the terms of the initial bond issue and this partial issue of the second tranche, the Company granted Athyrium a senior and subordinated security agreements for on-going business (fonds de commerce), bank accounts, intellectual property rights and patents. In addition, the US subsidiary of the Company, Biom’up USA, Inc. guarantees the bonds of its parent company;
• the partial drawing of the second tranche of the bond subscribed by Athyrium amounts to €3 million and was made in application of the third resolution (issuances through private placements) adopted by the extraordinary general meeting of June 5, 2018, resulting in the issuance of 3,000 bonds with a par value of €1,000 each with 112 share warrants attached, or a total of 336,000 warrants, of which 300,000 were issued as consideration in exchange for Athyrium’s waiver to the right of the warrants attached to the bonds issued on March 29, 2018 and 36,000 issued for the newly issued 3,000 bonds;
• the balance of the second tranche of the bond issue, for €7 million, may be called in one or more installments up to December 31, 2019, subject to conditions;
• the exercise ratio of the warrants now equals 1 share for each warrant, or a total of 336,000 shares to be issued, from the exercise of 336,000 warrants (or 2.35 % of the Company’s share capital on a non-diluted basis and 2.12% on a diluted basis);
• the exercise price of the stock warrants is equal to the volume-weighted average for the five trading days preceding their issue plus a premium of 2 %, i.e. €4.4597 per stock warrant. Each warrant confers a right to 1 new share;
• the warrants, which will not be admitted for trading on the regulated market of Euronext Paris, may be exercised during the period running from January 1, 2019 until maturity of the bonds, i.e. until March 29, 2023;
• the transferability of the stock warrants will be restricted to affiliates of the bondholders for the first two years only, except in the event of a default by the Company; and
• the shares issued upon exercise of the warrants will be admitted to trading on the regulated market of Euronext Paris.

The bond issue is not made in the context of a public offering (offre au public) of financial instruments in France within the meaning of Article L. 411-1 of the French monetary and financial code (code monétaire et financier) and therefore no prospectus has been submitted for approval (visa) by the Autorité des marchés financiers.

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.

Since then, the Company carried out a €16 million capital increase in February 2018 and a €7.67 million capital increase by means of a private placement in December 2018. It also entered into a €25 million bond financing agreement with Athyrium, a US fund specializing in innovative companies in the healthcare sector, in March 2018.

About HEMOBLAST

HEMOBLAST Bellows is a hemostatic product to control bleeding in a broad range of surgical procedures, such as cardiac surgery, general surgery, and orthopedic surgery, etc.. Biom’up conducted a successful 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 before the initially planned date 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 for the United States.

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.

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 liability for any infringement 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.

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 not 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.

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

View source version on businesswire.com: https://www.businesswire.com/news/home/20181231005095/en/