BioSenic and its restructuring practitioner (Me Yves Brulard) submit a global restructuring plan covering the years 2024-2030 to the Enterprise Court of Nivelles

PRESS RELEASE - PRIVILEGED INFORMATION

A final circular of the creditors on the basis of XX 83/23 of the Economic Law Code (ELC) will take place before the Court grants authorisation, in accordance with article XX 83/26 of the ELC, to submit the plan to the vote of each class of creditors and to homologation. The creditors will be aware of the plan, which by law contains information that could be privileged.

Mont-Saint-Guibert, Belgium, 11 April 2024, 14:00 CET – BioSenic (Euronext Brussels and Paris: BIOS), the clinical-stage company specializing in serious autoimmune and inflammatory diseases and cell therapy announces that it has finalised a draft plan with the request referred to in Article XX 83/26 ELC with the Enterprise Court of Nivelles. Creditors will be notified to register their claims in RegSol. They will be able to consult this plan in order to then vote on the proposals made.

The proposed plan provides for differentiated treatment of creditors by class:

• The plan does not affect the recent financing provided through the convertible bond facilities.
• Some obligators have been offered to replace their outstanding loans granted to BioSenic for a total principal amount of EUR 7.5 million with new convertible bonds to be issued by BioSenic. The convertible bonds would be unsecured and would have a maturity date of 31 December 2030, which could be further extended by BioSenic for up to 24 months depending on its cash balance. An interest rate of 5% per year, payable annually, with an additional non-compounding interest of 3% per year that would be added to the principal amount upon conversion or repayment of a convertible bond. Under this proposal, which has already been agreed in principle, 200,000 outstanding warrants would be cancelled. The plan, if approved, would remove the conditions precedent previously agreed.
• The plan provides that an outstanding EUR 8 million principal loan would be replaced by new convertible bonds to be issued by BioSenic. The convertible bonds would be unsecured and would have a maturity date of 31 December 2030, which could be further extended by BioSenic for up to 24 months depending on its cash balance. An interest rate of 5% per year, payable annually, with an additional non-compounding interest of 3% per year that will be added to the principal amount upon conversion or repayment of a convertible bond. If the plan is approved, 800,000 outstanding warrants would also be cancelled.
• With regard to the ordinary creditors, the plan provides for a payment by BioSenic of 5% of the claim on the last day of the 5^th year of the plan.
• With respect to the lessor, the plan provides for the extraordinary part 100% immediately and the balance in ordinary.
• Regarding the strategic creditors, the plan provides for 90% over 5 years depending on cash inflows and no later than the last day of the 5^th year of the plan.
• For the accessories employee, the plan provides for 99% immediately.
• The plan provides, for the very useful creditors, for 50% within 2 years.
• Regarding the InterCos debts, the plan provides for 5% immediately.
• Finally, with regard to the shareholders, the plan provides for the allocation of subscription rights, the terms of which will be determined at a later date by BioSenic.

The plan includes a participation clause at the reorganisation value, due on the last day of the 5^th year following the homologation of the plan on the basis of the average share price over the preceding 90 days. This participation amount – to be deducted from the company's own financing capacity for projects in the 5^th year, with trials to be started or even maintained on new indications – will be due on the last day of the 5^th year following the homologation of the plan, and will be assessed on the basis of the average share price over the preceding 90 days: the average share price will have to reach the level observed for the shares of BioSenic in 2017 while a Phase III was ongoing (JTA004). At that time, the share price stood at EUR 10. If this level is reached, the participation of every creditor will be increased by 10% of the debt written off. The increase/participation could reach 20 % of the debt written off if the price reaches EUR 18, 30% if the price reaches EUR 25 and 50% if the price reaches EUR 50, which is highly unlikely for a biotech with no turnover, as indicated in a 2022 MIT study (Singh et al 2022, PloS-ONE, open access article, "The reaction of sponsor stock prices to clinical trial outcomes: An event study analysis").