TxCell Implements a Two-Year, No-Minimum-Draw Standby Equity Facility (SEF®)

Regulatory News:

TxCell SA (Paris:TXCL) (FR0010127662 – TXCL), a biotechnology company developing innovative, personalized cell immunotherapies using regulatory T-cells to treat severe chronic inflammatory and autoimmune diseases, today announces that it has implemented a Standby Equity Facility with Société Générale, by way of issuance of 1,150,000 warrants pursuant to the 15^th resolution of the Shareholders’ Meeting of May 26, 2015 and article L. 225-138 of the French Commercial Code.

Pursuant to this Standby Equity Facility, Société Générale has committed to subscribe, for a period of 24 months, at TxCell’s request, up to 1,150,000 new shares (i.e. 8.92% of the number of shares currently outstanding) through the exercise of the warrants to be subscribed by Société Générale.

TxCell has no minimum drawdown obligation. TxCell intends to only use this facility if market conditions are favorable to its use, in the best interest of both TxCell and its shareholders.

"SEF is an example of an optional and guaranteed standby equity facility that is constitutive of the modern financing toolbox for innovative companies like TxCell. It will provide TxCell with an additional financial option for sustaining its ambitious development program,” said Raphaël Flipo, VP Finance & Administration, TxCell.

Should the entire Standby Equity Facility be drawn down, a shareholder currently owning 1.0% of the company’s share capital would see his or her share ownership reduced to 0.92% on a non-fully diluted basis¹ and 0.83% on a fully diluted basis².

For each tranche, the issuance price will be subject to a maximum 5% discount compared to the volume weighted average price (VWAP) of the last three trading days preceding its determination. This discount will enable Société Générale to underwrite the share issue despite market volatility. Acting as financial intermediary, Société Générale has no intention of remaining a shareholder of the Company.

The number of shares issued and admitted to trading will be subject to a notice from Euronext, to public information and to a monthly statement on share capital and voting rights of the Company.

A prospectus, including the registration document of TxCell registered by the French Financial Markets Authority (Autorité des marchés financiers) on June 11, 2015 under number R. 15-049, an update of the registration document of TxCell, a securities note (Note d’opération) in connection with the admission to trading on the regulated market of Euronext in Paris of the new shares resulting from the exercise of warrants and a summary, will be subject to the approval of the Autorité des marchés financiers.

Next financial release:

• Fourth quarter 2015 revenues on February 2, 2016 (after market)

About TxCell: www.txcell.com
TxCell is a publicly listed biotechnology company that develops platforms for innovative, personalized T cell immunotherapies for the treatment of severe chronic inflammatory and autoimmune diseases with high unmet medical need. TxCell is the only clinical stage cellular therapy company dedicated to the science of regulatory T lymphocytes (Tregs). Tregs are a recently discovered T cell population for which anti-inflammatory properties have been demonstrated. Ovasave®, TxCell’s lead product candidate, is currently in a phase IIb clinical trial in refractory Crohn’s disease patients. Col-Treg, its second product candidate, for the treatment of autoimmune uveitis, should enter clinical trials in 2016. Based in Sophia-Antipolis, France, TxCell is listed on Euronext Paris and currently has 62 employees.

Disclaimer:
This press release contains certain forward-looking statements concerning TxCell and its business. Such forward-looking statements are based on assumptions that TxCell considers to be reasonable. However, there can be no assurance that the anticipated events contained in such forward-looking statements will occur. Forward-looking statements are subject to numerous risks and uncertainties including the risks set forth in the registration document of TxCell registered by the French Financial Markets Authority (Autorité des marchés financiers) on June 11, 2015 under number R. 15-049 and in the half year financial report of TxCell as of June 30, 2015 (a copy of which is available on www.txcell.com) and to the development of economic conditions, financial markets and the markets in which TxCell operates. The forward-looking statements contained in this press release are also subject to risks not yet known to TxCell or not currently considered material by TxCell. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of TxCell to be materially different from such forward-looking statements.

This press release and the information that it contains do not constitute an offer to sell or subscribe for, or a solicitation of an offer to purchase or subscribe for, TxCell shares in any country.

¹ Based on 12.887.326 shares representing TxCell share capital on December 22, 2015.
² After issuance of 1.481.368 shares resulting from the exercise of all the existing dilutive instruments at the date of this press release.

View source version on businesswire.com: http://www.businesswire.com/news/home/20151222005699/en/