BIOPHYTIS (EPA:ALBPS) - Biophytis Files Registration Statement for Proposed Initial Public Offering in the United States
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22/05/2019 13:17
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Press Release
Biophytis Files Registration Statement for Proposed Initial Public Offering in
the United States
Paris (France), Cambridge (Massachusetts, United States), May 22nd, 2019, 13h15
CET - Biophytis (Euronext Growth Paris: ALBPS), a clinical-stage biotechnology
company focused on the development of therapeutics for age-related diseases,
today announced that it has publicly filed a registration statement with the
U.S. Securities and Exchange Commission (the "SEC") in relation to a proposed
initial public offering of American Depositary Shares (the "ADSs") representing
ordinary shares of Biophytis in the United States (the "U.S. Offering") and in
countries outside the United States (together, the "ADS Offering"), and a
concurrent offering of its ordinary shares primarily to qualified investors in
countries outside the United States (including in Europe) (the "Ordinary Share
Offering", and together with the ADS Offering, the "Global Offering"). All
securities to be sold in the Global Offering will be offered by Biophytis. The
number of securities, including the ratio of ordinary shares to ADS, and the
price range of the securities to be sold in the Global Offering have not yet
been determined.
Biophytis has applied to list its ADSs on the Nasdaq Capital Market under the
ticker symbol "BPTS." The Company's new ordinary shares expected to be issued
in connection with the Global Offering will be listed on Euronext Growth Paris
under the same line of quotation as the existing ordinary shares of the Company
under the symbol "ALBPS."
H.C. Wainwright & Co. is acting as global coordinator for the Global Offering
and as sole book-running manager for the U.S. Offering. Invest Securities S.A.
is acting as co-manager for the Ordinary Share Offering.
The securities referred to in this press release will be offered only by means
of a prospectus filed with the SEC. When available, copies of the preliminary
prospectus relating to and describing the terms of the Global Offering may be
obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York,
NY 10022, or by telephone at (646) 975-6996, or by email at
placements@hcwco.com, or at the SEC's website.
A registration statement relating to the securities referred to herein has been
filed with the SEC, but has not yet become effective. These securities may not
be sold, nor may offers to buy be accepted, prior to the time the registration
statement becomes effective. This press release does not, and is not intended
to, constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction, 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.
About Biophytis
Biophytis is a clinical-stage biotechnology company focused on the development
of therapeutics that slow the degenerative processes and improve functional
outcomes for patients suffering from age-related diseases. Our therapeutic
approach is aimed at targeting and activating key biological resilience
pathways that can protect against and counteract the effects of the multiple
biological and environmental stresses that lead to age-related diseases. Our
lead drug candidate, Sarconeos (BIO101), is an orally administered small
molecule in development for the treatment of neuromuscular diseases, including
sarcopenia and Duchenne muscular dystrophy (DMD). Our second drug candidate,
Macuneos (BIO201), is an orally administered small molecule in development for
the treatment of retinal diseases, including dry age- related macular
degeneration (AMD) and Stargardt disease. Biophytis is headquartered in Paris,
France, and has offices in Cambridge, Massachusetts. The Company's ordinary
shares are listed on Euronext Growth Paris (Ticker: ALBPS - ISIN:
FR0012816825). For more information please visit www.biophytis.com. The
registration statement can be accessed by the public on the website of the
SEC.
Disclaimer
This press release contains forward-looking statements. Forward-looking
statements include all statements that are not historical facts. In some cases,
you can identify these forward-looking statements by the use of words such as
"outlook," "believes," "expects," "potential," "continues," "may," "will,"
"should," "could," "seeks," "predicts," "intends," "trends," "plans,"
"estimates," "anticipates" or the negative version of these words or other
comparable words. These forward-looking statements include any statements
regarding Biophytis' proposed initial public offering. Such forward-looking
statements are subject to various risks and uncertainties including, without
limitation, risks inherent in the development and/or commercialization of
potential products, the outcome of its studies, uncertainty in the results of
pre-clinical and clinical trials or regulatory approvals, need and ability to
obtain future capital, and maintenance of intellectual property rights.
Accordingly, there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in these
statements. These factors include but are not limited to those described under
"Risk Factors" in Biophytis' registration statement relating to the initial
public offering. These factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements that are included
in the registration statement. We undertake no obligation to publicly update or
review any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law.
No communication or information relating to the Global Offering by Biophytis
may be transmitted to the public in a country where there is a registration
obligation or where an approval is required. The issuance or the subscription
of the securities of the Company may be subject to legal and regulatory
restrictions in certain jurisdictions; none of Biophytis and the banks involved
in the Global Offering assumes any liability in connection with the breach by
any person of such restrictions.
This press release is an advertisement and not a prospectus within the meaning
of Directive 2003/71/EC of the European Parliament and the Council of 4
November 2003, as amended or superseded including by Directive 2010/73/EU and
as implemented in each member state of the European Economic Area, and of EU
Regulation 2017/1129 (the "Prospectus Regulations").
This press release and the information contained herein do not constitute an
offer to sell or a solicitation of an offer to buy or subscribe to securities
of Biophytis in any country. This press release is not an offer to the public,
an offer to subscribe or designed to solicit interest for purposes of an offer
to the public in any jurisdiction, including France.
The securities of the Company will be offered only by way of a private
placement in France and/or outside France (excluding the United States) to
persons referred to in Article L.411-2-II of the French monetary and financial
code (code monétaire et financier).
European Economic Area
With respect to the Member States of the European Economic Area which have
implemented the Prospectus Regulations (the "Relevant Member States"), no
action has been undertaken or will be undertaken to make an offer to the public
of the securities of the Company requiring a publication of a prospectus in any
Relevant Member State. As a result, the securities of the Company may only be
offered in Relevant Member States:
a) i) to any legal entity which is a qualified investor as defined in the
Prospectus Regulations;
ii) to fewer than 150 natural or legal persons (other than qualified
investors as defined in the Prospectus Regulations); or iii) in any
other circumstances falling within Article 3(2) of the Prospectus
Regulations.
b) For the purposes of this paragraph, the expression "offer to the public of
securities of the Company" in any Relevant Member States, means any
communication, to individuals or legal entities, in any form and by any
means (including through financial intermediaries), of sufficient
information on the terms and conditions of the offering and on the
securities of the Company to be offered, thereby enabling an investor to
decide to purchase or subscribe for the securities of the Company, as the
same may be varied in that Member State.
These selling restrictions with respect to Relevant Member States apply in
addition to any other selling restrictions which may be applicable in the
Relevant Member States who have implemented the Prospectus Regulations.
France
The securities of the Company in the context of the Global Offering will not be
offered or sold or cause to be offered or sold, directly or indirectly, to the
public in France. Any offer or sale of the securities of the Company and
distribution of any offering material relating to the securities of the Company
have been and will be made in France only to (a) persons providing investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers), and/or (b) qualified investors (investisseurs
qualifiés) and/or a restricted circle of investors acting for their own
account, as defined in, and in accordance with, Articles L.411-2, D.411-1,
D.744-1, D.754-1 and D.764-1 of the French monetary and financial code (code
monétaire et financier).
United Kingdom
This press release is addressed only (i) to persons located outside the United
Kingdom, (ii) to investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), (iii) to people designated by Article 49(2) (a) to (d)
of the Order or (iv) to any other person to whom this press release could be
addressed pursuant to applicable law (the persons mentioned in paragraphs (i),
(ii), (iii) and (iv) all deemed relevant persons ("Relevant Persons"). The
securities of the Company sold in the context of the Global Offering are
intended only for Relevant Persons and any invitation, offer of contract
related to the subscription, tender, or acquisition of the securities of the
Company in the context of the Global Offering may be addressed and/or concluded
only with Relevant Persons. All persons other than Relevant Persons must
abstain from using or relying on this document and all information contained
therein.
This press release is not a prospectus which has been approved by the Financial
Services Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Order.
Biophytis Investor Relations Contact
Daniel Schneiderman, CFO
dan.schneiderman@biophytis.com
Tel: +1 (857) 220-9720
U.S. Media Contact
LifeSci Public Relations
Cherilyn Cecchini, M.D.
ccecchini@lifescipublicrelations.com
Tel: +1 (646) 876-5196
Europe Media Contact
Citigate Dewe Rogerson
Antoine Denry
antoine.denry@citigatedewerogerson.com
Tel: +33 (0) 1 53 32 84 78