New financing will enable the Company to extend its cash runway to the end of Q2 2021
Capital raised at the closing price of February 6, 2020 without discount
Capital increase subscribed by BVF Partners L.P., New Enterprise Associates (NEA), Novo Holdings A/S, and Sofinnova Partners
Daix (France), February 7, 2020 – Inventiva (Euronext: IVA), a clinical-stage biopharmaceutical company developing oral small molecule therapies for the treatment of diseases in the areas of fibrosis, lysosomal storage disorders and oncology, today announced the successful completion of a capital increase of €15 million subscribed by some of its current key shareholders, BVF Partners L.P., NEA, Novo Holdings A/S and Sofinnova Partners. The capital increase was executed at the closing price of February 6, 2020 without discount.
Frederic Cren, Chairman, CEO and cofounder of Inventiva, commented: “We are very pleased with the success of this capital increase, carried out at market price, which enables us to extend our cash runway until the end of the second quarter of 2021. This transaction comes after a second half of 2019 that was very rich in clinical advances for Inventiva, with the completion of patient enrollment in our Phase IIb clinical study with lanifibranor in NASH, positive results from the Phase IIa clinical study with odiparcil in MPS VI and the earlier than expected launch of the clinical study with ABB-157 in psoriasis patients by our partner AbbVie. Thanks to the renewed confidence of our principal investors, BVF Partners L.P., NEA, Novo Holdings A/S and Sofinnova Partners, and this just a few months before the results of our clinical study in NASH, we enter the year 2020 with great confidence and with the financial means to continue the clinical development of lanifibranor and odiparcil, our two key drug candidates. ”
Reasons for the issuance and use of the proceeds
Gross proceeds from the transaction amount to €15 million. They will complete the current financial ressources of the Company and will primarily contribute to finance:
the completion of the NATIVE Phase IIb clinical study evaluating lanifibranor in non-alcoholic steatohepatitis (NASH) and the preparatory workfor the launch of the Phase III;
the continuation of the clinical development of odiparcil in the treatment of mucopolysaccharidosis type VI (MPS VI), including the launch of the SAFE-KIDDS Phase I/II clinical study in children;
the continuation of the YAP TEAD program in oncology until the selection of a drug candidate.
Inventiva considers that this capital increase will enable the Company to extend its cash runway from the middle of the first quarter of 2021 to the end of the second quarter of 2021.
Key upcoming milestones
Presentation of the results of the iMProveS Phase IIa clinical study evaluating odiparcil in the treatment of MPS VI at the 16th Annual WORLDSymposiumTM, Orlando, February 12, 2020;
Publication of the results of the NATIVE Phase IIb clinical study evaluating lanifibranor in the treatment of NASH, first half of 2020;
Launch of the Phase I/II SAFE-KIDDS pediatric clinical study in MPS VI, planned for the end of the year.
Key characteristics of the share capital increase
Inventiva's Board of Directors, by virtue of the powers granted to it by the 5th resolution of the shareholders’ general meeting of January 18, 2019 (capital increase without the exercise of preemptive subscription rights in favor of categories of persons with specific characteristics) and in accordance with articles L. 225-138 of the French Commercial code (Code de commerce), has decided today to complete a capital increase of €15 million, by the issuance of 3,778,338 new shares with a nominal value of €0.01 each (the "New Shares") for a subscription price of €3.97 each (including premium) (the "Capital Increase").
BVF Partners L.P., NEA, Novo Holdings A/S and Sofinnova Partners, existing shareholders of Inventiva and specialized in the health and biotechnologies sector, renewed their trust and participated in the capital increase, further strengthening the Company's shareholding structure.
Lucy Lu, permanent representative of Sofinnova, also member of the Board of Directors, abstained from voting on today's Board decision.
The subscription price is set at €3.97 equal to the closing price of February 6, 2020, represents a premium of 0.23% to the volume weighted average price of the Company’s shares on the regulated market of Euronext Paris during the trading session of February 6, 2020, pursuant to the 5th resolution of the shareholders' general meeting held on January 18, 2019.
Following the settlement and delivery expected to occur on February 11, 2020, Inventiva's share capital will amount to €306,877.50 divided into 30 687 750 shares. The New Shares will be fungible with the existing shares of the Company and will be admitted to trading on the regulated market of Euronext Paris under ISIN FR0013233012.
Application will be made to list the new ordinary shares to be issued pursuant to this capital increase on the regulated market of Euronext Paris pursuant to a listing prospectus subject to the approval by the Autorité des Marchés Financiers ("AMF") and comprising (i) the universal registration document which will be filed with the AMF on February 7, 2020 and (ii) a Securities Note, containing (iii) a summary of the prospectus. As from the filing of the universal registration document with the AMF, copies of the universal registration document will be available for free at the Company's head office. The listing prospectus will be published on the AMF's website (www.amf-france.org).
Impact of the issuance on the share capital
The issuance of the New Shares represent 12% of the share capital of the Company after the Capital Increase. On an illustrative basis, a shareholder holding 1% of the Company’s share capital before the transaction will now hold 0.88% after the transaction.
Allocation of the share capital following the Capital Increase
The reader's attention is drawn to section 9.2 "Impact of the issuance on the situation of the shareholder" of the Securities note to be approved by the AMF today and in which the ownership of the main shareholders before and after the completion of the Capital Increase appears.
Information available to the public and risk factors
Detailed information on the Company, in particular relating to its business, results of operations, financial condition and prospects, as well as risk factors related thereto, are included in the 2018 registration document of the Company registered with the AMF on 12 April 2019 under number R. 19-006 and that will be updated by the universal registration document of the Company. The 2018 registration document, together with other regulated information and all of the Company's press releases, can be found on its website (www.inventivapharma.com) and/or on the AMF's website (www.amf-france.org). As from 7 February 2020, the universal registration document will also be found on the Company's website (www.inventivapharma.com) and/or the AMF's website (www.amf-france.org). The public's attention is drawn to the risk factors relating to the Company and its activity, presented in section 2 of the 2018 registration document, as updated by the universal registration document. The listing prospectus subject to the approval of the AMF will also contain the risk factors which may affect the Company's activities. If one or more of such risks were to materialize, this could have a material adverse effect on the business, financial condition or results of the Company or on its ability to meet its targets.
This press release does not constitute a prospectus under the Prospectus Regulation (as defined below) or an offer of securities to the public.
About Inventiva
Inventiva is a clinical-stage biopharmaceutical company focused on the development of oral small molecule therapies for the treatment of diseases with significant unmet medical needs in the areas of fibrosis, lysosomal storage disorders and oncology.
Leveraging its significant expertise and experience in the domain of compounds targeting nuclear receptors, transcription factors and epigenetic modulation, Inventiva is currently advancing two clinical candidates – lanifibranor and odiparcil – in non-alcoholic steatohepatitis (“NASH”) and mucopolysaccharidosis (“MPS”), respectively, as well as a deep pipeline of earlier stage programs.
Lanifibranor, its lead product candidate, is being developed for the treatment of patients with NASH, a common and progressive chronic liver disease. Inventiva is currently evaluating lanifibranor in a Phase IIb clinical trial for the treatment of this disease for which there are currently no approved therapies.
Inventiva is also developing odiparcil, a second clinical stage asset, for the treatment of patients with MPS, a group of rare genetic disorders. A Phase I/II clinical trial in children with MPS VI is currently under preparation following the positive results of the Phase IIa clinical trial in adult MPS VI patients published at the end of 2019.
In parallel, Inventiva is in the process of selecting an oncology development candidate for its Hippo signalling pathway program. Furthermore, the Company has established a strategic partnership with AbbVie in the area of autoimmune diseases. AbbVie has started the clinical development phase of ABBV‑157, a drug candidate for the treatment of moderate to severe psoriasis resulting from its collaboration with Inventiva. This collaboration entitles Inventiva to receive milestone payments upon the achievement of pre-clinical, clinical, regulatory and commercial objectives, in addition to royalties on any approved products resulting from this partnership.
The Company has a scientific team of approximately 70 people with deep expertise in the fields of biology, medicinal and computational chemistry, pharmacokinetics and pharmacology a well as in clinical development. It also owns an extensive chemical library of approximately 240,000 pharmacologically relevant molecules, around 60% of which are proprietary, as well as a wholly‑owned research and development facility.
Inventiva is a public company listed on compartment C of the regulated market of Euronext Paris (Euronext: IVA – ISIN: FR0013233012). www.inventivapharma.com
Contacts
Inventiva
Frédéric Cren
Chairman & CEO
info@inventivapharma.com
+33 3 80 44 75 00
Brunswick Group
Yannick Tetzlaff / Tristan Roquet Montegon /
Aude Lepreux
Media relations
inventiva@brunswickgroup.com
+33 1 53 96 83 83
Disclaimer
This announcement and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of Inventiva (the “Company”).
No communication or information in respect of the offering by the Company of its shares may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of any such restrictions by any person.
This announcement does not, and shall not, in any circumstances, constitute a public offering, a sale offer nor an invitation to the public in connection with any offer. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of the Prospectus Regulation (as defined below), as implemented in each member State of the European Economic Area.
With respect to the Member States of the European Economic Area (including France) (the “Member States”), no action has been 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 Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 1 of the Prospectus Regulation and/or to applicable regulations of that relevant Member State.
For the purposes of the provision above, the expression “offer to the public” in relation to any 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 any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, and includes any relevant implementing measure in the Member State.
This document does not constitute an offer to the public in France and the securities referred to in this document can only be offered or sold in France pursuant to Article L. 411-2-II of the French Monetary and Financial Code (Code monétaire et financier) to qualified investors (investisseurs qualifiés) acting for their own account, as defined in the Prospectus Regulation. In addition, in accordance with the autorization granted by the general meeting of the Company’s shareholders dated January 18, 2019, only the persons pertaining to the categories specified in the 5th resolution of such general meeting may subscribe to the offering.
This document may not be distributed, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States.
The distribution of this document (which term shall include any form of communication) is restricted pursuant to Section 21 (Restrictions on "financial promotion") of Financial Services and Markets Act 2000 (“FMSA”). This document is only being distributed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons referred to in (i), (ii), (iii) and (iv) above 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 or investment activity to which this document relates is available only to Relevant Persons, and will be engaged in only with such persons in the United Kingdom.
This document may not be distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan.
