Acticor Biotech Completes a Capital Increase for a Total Gross Amount of 8 Million Euros

Regulatory News:

Not for release, publication or distribution, directly or indirectly, in the United States of America, Canada, Australia or Japan. This press release does not constitute an offering document and is for information purposes only.

ACTICOR BIOTECH (ISIN: FR0014005OJ5 - ALACT - the "Company"), a clinical-stage biotechnology company developing glenzocimab, a novel drug for the treatment of cardiovascular emergencies, in particular stroke, today announces the successful completion of its capital increase for a total gross amount of 8 million euros, through the issue of 2,566,086 new shares at a price of € 3.13 per share.

Following the success of the transaction, ACTICOR BIOTECH will use the proceeds of the capital increase to pursue its development plan in the emergency treatment of stroke. The Company mainly plans to use the funds raised to:

• Finalization of phase 2/3 of the ACTISAVE study, with results expected in Q2 2024;
• Validation of the global registration plan with the regulatory authorities (FDA and EMA); and
• Preparation of the additional studies required to register glenzocimab in Europe and the United States.

On the basis of planned expenditure, the net cash balance and net financial debt at December 31, 2023, which amount respectively to €3.9 million and €3.3 million (unaudited), and the funds raised, the Company estimates that it will be able to finance its operations until October 2024. Beyond that, the Company's financing needs to meet its obligations over the next 12 months are estimated by the Company at around €5 additional million.

Main characteristics of the Offer

The Offer, for a total amount, including issue premium, of 8 million euros, was carried out by the issue, without preferential subscription rights and without a priority subscription period, of 2,566,086 new ordinary shares, in the context of (i) a reserved offer for the benefit of specific categories of investors (the "Reserved Offer"), (ii) a private placement with institutional investors for the benefit of qualified investors or a limited circle of investors (the "Private Placement"), and (iii) a public offering without a designated beneficiary intended for individuals of French nationality or nationals of member states of the European Economic Area, via the PrimaryBid platform (the "PrimaryBid Offering").

As part of the Offer:

- 2,261,260 new ordinary shares were subscribed for by investors in the Reserved Offering for a total amount of approximately 7.1 million euros;

- 304,826 new ordinary shares were subscribed for by investors in the PrimaryBid Offer for retail investors via the PrimaryBid platform, for a total amount of 1.0 million euros.

It should be noted that no new ordinary shares were subscribed for under the Private Placement.

The new ordinary shares, representing approximately 19.46% of the Company's share capital, on a non-diluted basis, before completion of the Offer and 16.29% of the Company's share capital, on a non-diluted basis, after completion of the Offer, were issued yesterday evening by decisions of the Company's Chief Executive Officer pursuant to the sub-delegations of authority granted by the Company's Board of Directors on March 8, 2024, in accordance with the 12^th and 13^th resolutions of the Company's Annual General Meeting of May 12, 2023 (the "AGM").

The issue price of the new ordinary shares has been set at €3.13 per share, representing a discount of 25.65% to the closing price of the ACTICOR BIOTECH share March 14, 2024, i.e. €4.21, and of 29.67% to the volume-weighted average price of the ACTICOR BIOTECH share on the Euronext Growth multilateral trading facility over the last 3 trading sessions prior to its setting (i.e. from 12 to 14 March 2024 inclusive), i.e. €4.4506, in accordance with the decision of the Chief Executive Officer of 14 March 2024 acting by sub-delegation and the resolutions of the Annual General Meeting.

It is specified that all the directors of the Company (or the permanent representatives of the legal entities that are directors of the Company), who have themselves undertaken to subscribe to the Offer, did not take part in the vote on the decision of the Board of Directors delegating to the Chief Executive Officer the authority to launch the Offer and set its final terms.

To the best of the Company's knowledge, the breakdown of shareholders before and after completion of the Offer is as follows:

	Pre-Offer (non-diluted basis)			Post-Offer (non-diluted basis)
	Number of shares	% of capital		Number of shares	% of capital
Mr. Gilles Avenard (Chief Executive Officer and Director)1	143,664	1.09	%	159,638	1.01	%
Mr. Alain Munoz (Director)2	14,705	0.11	%	46,653	0.30	%
Mr. Jean-Pierre Cazenave (Director) and ARMESA	1,404	0.01	%	1,404	0.01	%
FPCI CAP DECISIF 3 (Director)	925,530	7.02	%	1,021,376	6.48	%
NEWTON BIO CAPITAL I PRICAF PRIVEE SA (Director)	1,556,480	11.80	%	1,556,480	9.88	%
GO CAPITAL AMORCAGE II (Director)	767,689	5.82	%	767,689	4.87	%
MEDIOLANUM FARMACEUTICI S.p.A and Mr. Del Bono (Director)3	3,737,277	28.34	%	3,897,021	24.73	%
A&B (HK) LIMITED (censor)	733,049	5.56	%	733,049	4.65	%
Total Directors and Managers	7,879,798	59.74	%	8,183,310	51.94	%
CMS MEDICAL VENTURE INVESTMENT (HK) LIMITED	733,049	5.56	%	733,049	4.65	%
Total investment funds	733,049	5.56	%	733,049	4.65	%
Own shares held as of March 11	48,764	0.37	%	48,764	0.31	%
Free float	4,527,530	34.33	%	6,790,104	43.10	%
Total	13,189,141	100	%	15,755,227	100,00	%

¹ Including the interest held by Gilles Avenard Biotech Consulting (GABC), a consulting company of which Gilles Avenard is Chairman and sole shareholder.

² The number of shares indicated also includes the shares held by Mrs Patricia Munoz, Alain Munoz's wife.

³ Mediolanum Farmaceutici S.p.A. is not a director, but its Chairman, Mr. Rinaldo del Bono, is a member of the Board of Directors. For the sake of completeness, the shareholdings of Mediolanum Farmaceutici S.p.A are listed among those of the members of the Board of Directors.

Members of the Company's Board of Directors (Gilles Avenard Biotech Consulting, FPCI CAP DECISIF 3 (Karista)⁴, and Mr. Rinaldo del Bono)⁵ subscribed to the Offer for a total amount of €950,000. It should be noted that none of the members of the Board of Directors having subscribed to the Offer took part in the vote on the decision setting its terms. These investors represent approximately 11.8% of the Offer.

In return for their subscription commitments, which secured the completion of the capital increase, certain investors (other than the members of the Board of Directors mentioned above), whose subscription commitments total €5.31 million (i.e. 82.19% of the total amount of subscription commitments), will receive a guarantee commission corresponding to 5% of the amount of their subscription commitment, i.e. a total amount of €265 K, which will be deducted from the gross proceeds of the capital increase. This commission will be payable in full, irrespective of the number of new shares actually subscribed by these investors in connection with the transaction, it being further specified that all of the aforementioned subscription commitment guarantees have been called by the Company in connection with the transaction.

Admission of new ordinary shares

Settlement and delivery of the new ordinary shares and their admission to trading on Euronext's Euronext Growth multilateral trading facility in Paris are scheduled for March 19, 2024. The new ordinary shares will be listed on the same quotation line as the Company's existing ordinary shares, will carry dividend rights and will be immediately assimilated to the Company's existing shares.

The Offer does not give rise to a prospectus subject to approval by the Autorité des marchés financiers.

Undertakings to retain shares and refrain from issuing shares

The Offer does not give rise to any undertakings by existing shareholders to retain their shares.

In connection with the Fund-Raising, the Company has undertaken to refrain from issuing shares for a period of 60 days from the settlement-delivery date of the Offer, subject to customary exceptions.

Financial Intermediaries

Allinvest Securities		Allinvest Corporate Finance
Global Coordinator, Lead Manager and Bookrunner		Financial Consulting

Within the framework of the PrimaryBid Offer, investors subscribed only via the PrimaryBid partners mentioned on the PrimaryBid website (www.PrimaryBid.fr).

⁴ Whose management company, Karista, is also a director of the Company.

⁵ The total amount of subscription commitments by members of the Board of Directors mentioned of 950,000 euros also includes the subscription commitment of Mrs. Patricia Munoz, wife of Mr. Alain Munoz, a director of the Company.

Guarantee of the Offer

The Offer is not underwritten. However, the Reserved Offering was the subject of a placement agreement between the Company and INVEST SECURITIES.

The PrimaryBid Offer was not the subject of a placement or underwriting agreement.

Eligibility for certain tax schemes

The Company is eligible for the following five tax schemes: PEA "classique", PEA "PME-ETI", economic reinvestment (article 150-0 B ter, I, 2° of the French General Tax Code), IR-PME (article 199 terdecies-0 A, I, A of the French General Tax Code) as well as FCPI investment quotas (art. 124-130 of the CMF).

Investors are advised to consult their usual tax advisor to assess their personal situation with regard to the specific regulations applicable, and subsequently to identify themselves to the Company in order to draw up any necessary supporting documents.

Risk factors

The public's attention is drawn to the risk factors relating to the Company and its business, presented in chapter 3 of the universal registration document 2022 approved by the Autorité des marchés financiers on April 26, 2023 under number R. 22 - 011, which is available free of charge on the Company's website (www.acticor-biotech.com) and the website of the Autorité des marchés financiers (www.amf-france.org). The occurrence of any or all of these risks could have an adverse effect on the Company's business, financial situation, results, development or prospects.

In addition, investors are invited to consider the following risks specific to the issue: (i) the market price of the Company's shares could fluctuate and fall below the subscription price of the shares issued under the Offer, (ii) the volatility and liquidity of the Company's shares could fluctuate significantly, (iii) sales of the Company's shares could occur on the market and have an unfavorable impact on the Company's share price, (iv) the Company's shareholders could suffer potentially significant dilution as a result of any future capital increases made necessary by the Company's search for financing, and (v) as the securities are not intended to be listed on a regulated market, investors will not benefit from the guarantees associated with regulated markets.

As previously announced, the Company will publish its financial statements for the year ended December 31, 2023 on April 30, 2024.

About ACTICOR BIOTECH

Acticor Biotech is a clinical stage biopharmaceutical company, a spin-off from INSERM (the French National Institute of Health and Medical Research), which is aiming to develop an innovative treatment for cardiovascular emergencies, including ischemic stroke.

The positive results of the phase 1b/2a study, ACTIMIS, published in January 2024 in the Lancet Neurology (link to the publication) confirmed the safety profile of glenzocimab and showed a reduction in mortality and intracerebral hemorrhage in the glenzocimab-treated group of stroke patients. These results were confirmed by a post-hoc analysis of brain imaging at 0 and 24 hours using artificial intelligence (Brainomix, UK). This independent analysis confirmed the reduction in the number and volume of intracerebral lesions in patients treated with glenzocimab.

The efficacy of glenzocimab is now being analyzed in an international Phase 2/3 study, ACTISAVE, with clinical results expected in Q2 2024.

In July 2022, Acticor Biotech was granted "PRIME" status by the European Medicines Agency (EMA) for glenzocimab in the treatment of stroke. This designation will allow the company to strengthen its interactions and obtain early dialogues with regulatory authorities.

Acticor Biotech is supported by a panel of European and international investors (Mediolanum farmaceutici, Karista, Go Capital, Newton Biocapital, CMS Medical Venture Investment (HK) Limited, A&B (HK) Limited, Anaxago, and the Armesa foundation). Acticor Biotech is listed on Euronext Growth Paris since November 2021 (ISIN: FR0014005OJ5 – ALACT).

For more information, visit: www.acticor-biotech.com

Disclaimer

This press release does not constitute an offer to sell or the solicitation of an offer to buy ordinary shares of the Company, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).

In France, the Offering described above have been made solely as (i) a global placement to qualified investors or a limited number of investors, pursuant to Article L. 411-2, 1° of the French Monetary and Financial Code and applicable regulations, and (ii) a global placement to qualified investors or a limited number of investors, pursuant to Article L. 411-2, 1° of the French Monetary and Financial Code and applicable regulations and (ii) a public offering of securities without a named beneficiary, pursuant to Article L. 225-136 of the French Commercial Code, Article L.411.2-1,1° of the Monetary and Financial Code and applicable regulations.

With respect to Member States of the European Economic Area (including France), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release which would require the publication of a prospectus (pursuant to article 3 of the Prospectus Regulation) in any Member State.

This press release and the information it contains is not an offer to sell, nor the solicitation of an offer to subscribe for or buy, new ordinary shares in the United States or any other jurisdiction where restrictions may apply including notably Canada, Australia or Japan. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration thereunder. Acticor Biotech does not intend to conduct a public offering of the new ordinary shares in the United States, or in any other jurisdiction.

This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the new ordinary shares has led to the conclusion in relation to the type of clients criteria and only that: (i) the type of clients to whom the new ordinary shares are targeted is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU, as amended (“MiFID II”); and (ii) all channels for distribution of the new ordinary shares to eligible counterparties, professional clients and retail clients are appropriate. Any person subsequently offering, selling or recommending the new ordinary shares (a “Distributor”) should take into consideration the manufacturers’ type of clients assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the new ordinary shares (by either adopting or refining the manufacturers’ type of clients assessment) and determining appropriate distribution channels. For the avoidance of doubt, even if the target market includes retail clients, the sole global coordinator and bookrunner has decided it will only procure investors for the new ordinary shares who meet the criteria of eligible counterparties and professional clients.

This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.

This press release has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the sole global coordinator and bookrunner or any of its parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person’s respective directors, officers, employees, agents, affiliates or advisers, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this press release and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or omissions. All information presented or contained in this press release is subject to verification, correction, completion and change without notice.

The sole global coordinator and bookrunner is acting exclusively for the Company and no one else in connection with the Global Placement and will not regard any other person (whether or not a recipient of this press release) as its client in relation to the Global Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its client nor for providing advice in relation to the proposed Global Placement.

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The Acticor Biotech Stock at the time of publication of the news with a fall of -6,44 % to 4,21EUR on Euronext Paris stock exchange (14. März 2024, 17:24 Uhr).