Transgene Launches a Capital Increase via a Private Placement

Regulatory News:

Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Canada, Australia or Japan

Transgene (Paris:TNG) (Euronext Paris: TNG), a biotech company that designs and develops virus-based immunotherapies for the treatment of cancer, (“Transgene” or the “Company”) today announces the launch of a capital increase through the issuance of ordinary shares, with a waiver of preferential subscription rights, via a private placement in the context of an accelerated bookbuilding for an amount of approximately 32 million euros (the “Capital Increase”).

The 32-million euros Capital Increase could be increased to approximately 20% of Transgene’s share capital resulting in the issuance of a maximum of 16,768,266 new ordinary shares. The Offering is exclusively directed at certain qualified and institutional investors located in and outside of France. This transaction will benefit from the support of the Company’s historical shareholders. It will extend the Company’s financial visibility until the fourth quarter of 2023.

Funds will be directly used by descending order of strategic priority:

• circa €25m for the finalisation of clinical studies and the obtention of data with TG4001, TG4050, BT-001 and TG6002;
• circa €4m to launch the clinical development of new oncolytic viruses based on the Invir.IO platform and currently undergoing preclinical evaluation;
• for the remainder, to finance, together with operational products of the Company, R&D and operational costs, as well as current cash consumption.

MAIN TERMS OF THE CAPITAL INCREASE

The Capital Increase consists of a private placement pursuant to Articles L. 225-136 of the French Commercial Code and L. 411-2 1° of the French Monetary and Financial Code. The transaction will be carried out with a waiver of preferential subscription rights, pursuant to the delegation of authority granted to the Board of Directors under the 22nd resolution of the Combined General Shareholders’ Meeting of May 27, 2020.

The offering is reserved in the European Economic Area (including in France), to “qualified investors”, as that term is defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 as amended (the “Prospectus Regulation”), in the United States of America to “Qualified Institutional Buyers” in accordance with Rule 144A under the U.S. Securities Act of 1933 (the “Securities Act”) and outside the United States of America to “institutional investors”, in accordance with Regulation S of the Securities Act.