BioSenic signs a new subscription agreement for a maximum of EUR 1.2M in convertible bonds

BioSenic signs a new subscription agreement for a maximum of EUR 1.2M in convertible bonds

Mont-Saint-Guibert, Belgium, January 8, 2024, 6pm CEST – BIOSENIC (Euronext Brussels and Paris: BIOS), the company addressing unmet medical needs in auto-immune diseases and orthopedics, today announces that it has signed a new subscription agreement for a maximum EUR 1.2 million convertible bonds ("CBs") facility, arranged by ABO Securities through its affiliated entity Global Tech Opportunities 15 ("GTO 15").

GTO 15 has committed to subscribe for up to EUR 1.2 million in CBs (subject to certain conditions precedent set forth in the CB facility). The CBs will be issued and subscribed for in a maximum of four tranches. A first tranche of 30 CBs with an aggregate principal amount of EUR 300,000 will be subscribed for (and payment instructed) by GTO 15 today. The issue and subscription of the remaining three tranches, each with a principal amount of EUR 300,000, can be requested at BioSenic’s sole discretion over a six-month period beginning on the signing date of the subscription agreement, subject to customary conditions to be met (including (i) the possibility to immediately list any new shares resulting from the conversion of the CBs and (ii) with respect only to the fourth and final tranche, that the average daily value of the company's shares over the trailing 20 trading days – trimmed for 10% of the outliers – being higher than EUR 15,000). More precisely, BioSenic shall be entitled to require the investor – without the investor’s further consent but subject in each case to certain conditions precedent being met– to subscribe for the second tranche on 26 January 2024 and thereafter following a cool-down period of at least twenty 20 trading days following the closing date of the previous tranche. GTO 15 has the right to request the issuance of one tranche.  

The CBs, denominated EUR 10,000 each, will be in the form of unsecured, subordinated, registered bonds. The CBs will not bear any coupon and have a maturity date of five years after issuance, which may be extended by up to a year if the automatic conversion of the CBs upon the maturity date would otherwise result in GTO 15 holding more than 24.9% of the company's voting shares. The CBs are convertible into ordinary shares of BioSenic. The conversion price will be equal to 95% of the lowest daily VWAP (Volume-Weighted Average Price) of the ordinary shares of BioSenic observed during the pricing period of ten consecutive trading days expiring on the trading day immediately preceding the date of CB holder’s request of conversion, it being agreed that any trading day where the CB holder participates in more than 25% of the daily trading volume will be excluded from the 10-day pricing period.

The proceeds of the financing will essentially contribute to continuing to advance the clinical development of BioSenic’s lead asset, its ATO product, in the treatment of chronic graft versus host disease (cGvHD). BioSenic has now entered the final phase of its reorganization, following the reverse merger of Bone Therapeutics SA with Medsenic SAS in October 2022. Efforts are still ongoing to precisely evaluate the opportunities offered by some of the past achievements of the company regarding its cell repair platform and its program on osteoarthritis.

Prof. François Rieger, BioSenic CEO and President of the Board, declares: "This contract allows us not only to maintain but immediately to increase our efforts in the early months of 2024. It will contribute to gather all necessary elements to both start our Phase 3 international trial on chronic GvHD with our oral form of ATO and find the best conditions to offer to partnership some of the present assets of the company, mainly related to our cell repair platform and osteoarthritis viscosupplement.”

About ABO Securities

Alpha Blue Ocean (ABO) is a young and dynamic family office whose vocation is to revolutionize the financial industry by offering alternative solutions in constant innovation. ABO implements a direct, rational and efficient approach, offering financing solutions in line with the specific constraints of its clients.

About BioSenic

BioSenic is a biotech company specializing in the development of clinical assets issued from: (i) the arsenic trioxide (ATO) platform (with key target indications including Graft-versus-Host Disease (GvHD), systemic lupus erythematosus (SLE) and systemic sclerosis (SSc) and (ii), the development of innovative products to meet unmet needs in immune and autoimmune diseases. Following a reverse merger in October 2022, BioSenic combined its strategic positioning and key strengths to develop, separately and in combination, an entirely new arsenal of various anti-inflammatory and anti-autoimmune formulations using the immunomodulatory properties of ATO/oral ATO (OATO) with its innovative cell therapy platform and strong IP for tissue repair protection.

BioSenic is based in the Louvain-la-Neuve Science Park in Mont-Saint-Guibert, Belgium. Further information is available at http://www.biosenic.com.

About BioSenic technology platforms

1. The ATO platform has immunomodulatory properties with fundamental effects on the activated cells of the immune system. One direct application is its use in onco-immunology to treat GvHD (Graft-versus-Host Disease) in its chronic, established stage. cGvHD is one of the most common and clinically significant complications affecting long-term survival of allogeneic hematopoietic stem cell transplantation (allo-HSCT). BioSenic has been successful in a phase 2 trial with its intravenous formulation, which has orphan drug designation status by FDA and EMA. The company is heading towards an international phase 3 confirmatory study, with its new, IP-protected, OATO formulation. Another selected target is moderate-to-severe forms of systemic lupus erythematosus (SLE), using the same oral formulation. ATO has shown good safety and significant clinical efficacy on several affected organs (skin, mucosae and the gastrointestinal tract) in an early phase 2a study. Systemic sclerosis is also part of the clinical pipeline of BioSenic. This serious chronic disease badly affects skin, lungs or vascularization, and has no current effective treatment. Preclinical studies on pertinent animal models are positive, giving good grounds to launch a phase 2 clinical protocol.
2. ALLOB, an allogeneic cell therapy platform made of differentiated bone marrow sourced Mesenchymal Stromal Cells (MSCs), which can be stored at the point of use in hospitals. ALLOB represents a unique and proprietary approach to organ repair and specifically to bone regeneration, by turning undifferentiated stromal cells from healthy donors into bone-forming cells on the site of injury. After phase 2 clinical results with contradictory conclusions, BioSenic is now focusing on determining the best time to optimise the efficacy of ALLOB (between early or late treatment).

The company is currently focusing its present R&D and clinical activities on a selective, accelerated development of its autoimmune (ATO/OATO) platform.

For further information, please contact:

BioSenic SA
François Rieger, PhD, Chief Executive Officer
Tel: +33 (0)671 73 31 59
investorrelations@biosenic.com

International Media Enquiries:
IB Communications
Neil Hunter / Michelle Boxall
Tel: +44 (0)20 8943 4685
neil.hunter@ibcomms.agency / michelle@ibcomms.agency

For French Investor Enquiries:
Seitosei ? Actifin
Ghislaine Gasparetto
Tel: +33 (0)1 56 88 11 22
ggasparetto@actifin.fr

Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the company or, as appropriate, the company directors’ current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in demand, competition and technology, can cause actual events, performance or results to differ significantly from any anticipated development. Forward looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, the company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither the company nor its advisers or representatives nor any of its subsidiary undertakings or any such person’s officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.