TxCell Raises Approx. € 8 Million Through a Private Placement of 10% of Its Common Shares

Regulatory News:

TxCell SA (Paris:TXCL) (Euronext Paris: FR0010127662 – TXCL), a biotechnology company developing innovative, personalized cell-based immunotherapies using antigen specific regulatory T-cells (Ag-Tregs) for severe chronic inflammatory and autoimmune diseases, announces today the successful completion of a private placement of a total amount of approximately € 8 million.

"We are extremely pleased to welcome on board new, mostly international, institutional investors, as shareholders. Whilst TxCell operates in a mainstream technology, cellular immunotherapy, we have a radically different approach compared to other industry players,” said Stéphane Boissel, CEO of TxCell. "TxCell has developed the only platform dedicated to regulatory T cells. This is a cell population that has been described as having a significant potential to treat both auto-immunity and inflammatory conditions. The industry segment is very large with more than 80 different diseases and several billion dollars in revenue for the pharma and biotech industries. This placement should certainly help us to accelerate the development of TxCell.”

"Proceeds of the placement will be used by TxCell to finance the ongoing developments in our leading two products. We will also invest more in new products or programs, such as the development of our second platform based on engineered regulatory T cells - CAR Treg -” said Raphael Flipo, CFO of TxCell. "Manufacturing operations, specifically through agreements with CMOs (Contract Manufacturing Organizations) to accelerate recruitment in the ongoing studies, will also be an important investment area in the immediate future.”

Stéphane Boissel, CEO of TxCell, subscribed 20,000 new shares, representing approximately 1.71% of the private placement.

Terms of the private placement

A total of 1,116,300 new shares have been issued by means of a capital increase without shareholders preemptive rights pursuant to the 14th resolution of the TxCell shareholders’ meeting of May 26, 2015. The new shares represent around 9.95% of the outstanding shares prior to the private placement.

The private placement was conducted by way of an accelerated book building in accordance with article L. 411-2 II of the French Monetary and Financial Code (code monétaire et financier).

Pursuant to the 16^th resolution of the company’s ordinary and extraordinary shareholders general meeting dated May 26, 2015 the issue price has been set at €6.80 per share, representing a discount of 8.48% compared to the weighted average stock price over the past three trading sessions, which was €7.43.

In total, approximately 70% of the operation was placed internationally - outside France - .

Use of proceeds

The proceeds from the issue are to be used by the company as additional means for financing of:

• ongoing or coming clinical developments (Ovasave®, Col-Treg), preclinical & R&D developments
• acceleration of R&D activities, notably on CAR-Treg platform
• process and manufacturing development of ASTrIA platform
• running and structure costs of the company.

Listing of the new shares

An application will be made to list the new shares on the regulated market of Euronext in Paris ("Euronext Paris”). The new shares will be listed under the same code as the existing shares (ISIN FR0010127662). The new shares shall carry dividends rights as from their issue date and be immediately fungible in all respects with the company’s existing shares. The settlement and delivery should occur on July 24, 2015.

The private placement is not the subject of a prospectus to be approved by the French Financial Markets Authority (Autorité des marchés financiers – the "AMF”).

Standstill provisions

TxCell has agreed not to issue new shares for a period of 90 days after the date of settlement and delivery, subject to the usual exceptions. The shareholder base is split as follows:

The transaction was led by Bryan Garnier acting as global coordinator and bookrunner.

Information available to the public

Additional information about TxCell, including its business, financial information, perspective ant risk factors on its business and activities can be found in the reference document registered by the AMF on June 11, 2015 under the number R. 15-049, which is available free of charge at the headquarters of TxCell, Allée de la Nertière, Les Cardoulines, 06560 Valbonne - Sophia Antipolis, and on the websites of TxCell (www.txcell.com) and the AMF (www.amf-france.org).

About TxCell: www.txcell.com

TxCell develops innovative, personalized T cell immunotherapies for the treatment of severe chronic inflammatory diseases with high medical need. TxCell has created ASTrIA, a unique and proprietary product platform based on the properties of autologous antigen-specific regulatory T lymphocytes (Ag-Tregs). The company has initiated a phase IIb study of its lead product candidate, Ovasave^® in refractory Crohn’s disease patients. This follows a phase I/IIa study in the same patient population reporting positive clinical efficacy and good tolerability. TxCell has a strategic collaboration for the development of Ovasave with the Swiss company Trizell Holding S.A. and Ferring International Center S.A. remains the intended final commercializing party. Both companies are affiliates of the Dr Frederik Paulsen Foundation. TxCell’s second product candidate, Col-Treg is for the treatment of autoimmune uveitis, a rare disease of the eye. Listed on the regulated market Euronext Paris, TxCell is a spin-off of Inserm (France’s National Institute for Health and Medical Research). TxCell has 70 employees based both at the headquarters located in the Sophia Antipolis technology park, Nice, France and at its manufacturing site in Besançon.

Disclaimer

This press release is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by TxCell nor a solicitation of an offer to subscribe for securities in any jurisdiction, including France.

The securities referred to herein may not be and will not be offered or sold to the public in France except to qualified investors and/or to a restricted circle of investors, acting for their own account, as defined in, and in accordance with Articles L. 411-2 II and D. 411-1, D. 411-2, D. 411-4, D. 744-1, D-754-1 and D. 764-1 of the French Monetary and Financial Code and cannot be distributed, directly or indirectly, to the public otherwise than in accordance with articles L. 411-1, L. 411-2, L. 412-1 et L. 621-8 à L. 621-8-3 of the French Monetary and Financial Code.

With respect to the member states of the European Economic Area which have implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended, in particular by Directive 2010/73/EC of the European Parliament and of the Council of November 24, 2010 (the "Prospectus Directive"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member state. As a result, the securities may not and will not be offered in any relevant member state except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member state, or under any other circumstances which do not require the publication by TxCell of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member state.

This press release and the information contained herein do not constitute an offer or solicitation of an offer to subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The shares of TxCell have not been and will not be registered under the U.S. Securities Act and TxCell does not intend to register securities or conduct a public offering in the United States.

In the United Kingdom, this document is only being distributed to, and is only directed at, persons that are "qualified investors" within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (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"). In the United Kingdom, 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.

The distribution of this press release in certain countries may be subject to specific regulations. The persons in possession of this press release shall then get knowledge of any local restrictions and shall comply with these restrictions.

An investment decision to subscribe or to buy any shares of TxCell shall be made solely on the basis of publicly available information related to TxCell. Such information is not the responsibility of, and has not been independently verified by Bryan, Garnier & Co.

No copy of this press release has been or should be distributed or sent to the United States, Canada, Japan or Australia.

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