Poxel Closes a €26.5 Million Capital Increase

POXEL S.A. (Euronext – POXEL - FR0012432516), a biopharmaceutical company focused on the development of innovative treatments for type 2 diabetes ("Poxel”, or the "Company”), today announces the closing of a capital increase of 3,400,000 new ordinary shares without preferential subscription rights reserved for a category of investors for a total amount of €26.5 million.

The Company intends to use the net proceeds from this capital increase as follows:

• To initiate and progress the Phase 3 Imeglimin program in Japan.
• The remainder, if any, for working capital and other general corporate purposes.

Net proceeds are expected to provide the Company with a cash runway to early 2019, exclusive of any costs associated with funding a Phase 3 program for Imeglimin outside of Japan.

The capital raise was subscribed by prominent institutional investors in the United States and in Europe.

"We are very pleased with the successful completion of this financing, which broadens our strong international investor base in the US and Europe,” commented Thomas Kuhn, CEO of Poxel. "The proceeds of this offering will allow us to initiate and progress the Phase 3 clinical development program for Imeglimin in Japan, which is a tremendous market opportunity with approximately $4 billion in annual sales, and growing. We continue to believe that Imeglimin, with its differentiated product profile, has the potential to be an important new treatment option for patients in Japan and the global type 2 diabetes market.”

A securities note (Note d'Opération) has been granted AMF visa n°16-317 on July 13, 2016 and is available on the AMF's website and Poxel's website.

Admission of the new shares

As of today, the new shares are entitled to current dividend rights and are immediately fungible in existing shares. The new shares will be admitted to trading on the Euronext Paris under ISIN FR0012432516 – POXEL as of Monday, July 18, 2016.

The share capital of the Company is now 458,624.56 euros, composed of 22,931,228 shares with a nominal value of €0.02.

Reminder of the main terms of the share capital increase

The Company placed 3,400,000 new shares with a par value of €0.02, at a price of €7.80 per share, including share premium, for a total amount subscribed of approximately €26.5 million, representing approximately 17% of the share capital of the Company.

The issue price of the new shares represented a discount of 18% from the weighted average price of the Company’s shares on the regulated market of Euronext Paris during the twenty trading days preceding pricing and of 13% from the weighted average share price during the five trading days preceding pricing.

On an illustrative basis, a shareholder holding 1% of the Company's share capital before the issuance will now hold a stake of 0.85% after the transaction.

Availability of the Prospectus

A prospectus including the 2015 Reference Document of the Company (Document de Référence) registered with the Autorité des Marchés Financiers ("AMF") on June 13, 2016 with the number R.16-053 is available on the AMF's website and on the Company’s website.

Update of the Company’s corporate presentation

An update of the Company’s corporate presentation dated July 2016, with a presentation of the Company’s activities, including the progress status of preclinical and clinical programs, is now available on the Company’s website.

About Poxel SA

Poxel uses its development expertise in metabolism to advance a pipeline of drug candidates focused on the treatment of type 2 diabetes. We have successfully completed our Phase 2 trials for our first-in-class lead product, Imeglimin, which targets mitochondrial dysfunction, in the U.S. and EU and have entered Phase 2b clinical development in Japanese patients. We are advancing our second program, PXL770, a direct AMPK activator, which is in Phase 1 development. We intend to generate further growth through strategic partnerships and pipeline development. (Euronext: POXEL)

Important Notice

This press release contains certain forward-looking statements. Although Poxel believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in such forward-looking statements.

For a discussion of risks factors which are likely to have a material effect on Poxel’s business, please refer to the Risk Factors section of Poxel’s Reference Document, which is available on the AMF website (www.amf-france.org) and on Poxel's website (www.poxel.com).

This press release is for information purposes only and the information contained herein does not, and shall not, in any circumstances, constitute a public offering by Poxel nor an offer to sell or an invitation of an offer to buy or subscribe to shares in Poxel in any jurisdiction, including France, in connection with any offer.

The distribution of this press release may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this press release comes are required to inform themselves about and to observe any such potential local restrictions. This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The securities referred to herein may not be and will not be offered or sold to the public in France.

This press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").

This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.

This press release has been prepared on the basis that any offer of the new shares in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this press release may only do so in circumstances in which no obligation arises for Poxel or any of the financial intermediaries to publish a prospectus pursuant to Article 3 of the Prospectus Directive, as amended by the Amending Prospectus Directive (2010/73/UE) in relation to such offer. Neither Poxel nor the financial intermediaries have authorized, nor do they authorize, the making of any offer of the new shares in circumstances in which an obligation arises for Poxel or any of the financial intermediaries to publish prospectus for such offer. This press release is an advertisement and not a prospectus for the purposes of applicable measures implementing Directive 2003/71/EC.

This press release is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be sold or offered in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. Poxel does not intend to register any portion of this offering in the United States or to conduct a public offering of securities in the United States. It may be unlawful to distribute these materials in certain jurisdictions.

Jefferies International Limited, Oddo & Cie and Oppenheimer & Co. are acting for the Company and for no-one else in relation to the placing, and will not be responsible to any other person for providing the protections afforded to their clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies International Limited, Oddo & Cie and Oppenheimer & Co. or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

THIS PRESS RELEASE IS NOT INTENDED AS AN OFFER AND IS FOR INFORMATION PURPOSES ONLY

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