Regulatory News:
Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA)
(“Innate” or the “Company”) today announced that it
has filed a prospectus supplement with the Securities and Exchange
Commission (“SEC”) relating to an At-The-Market (“ATM”) program.
Pursuant to this program, the Company may offer and sell to
eligible investors (as described below) a total gross amount of up
to $75 million of American Depositary Shares (“ADS”), each ADS
representing one ordinary share of Innate, from time to time in
sales deemed to be an “at the market offering” pursuant to the
terms of a sales agreement with SVB Securities LLC (“SVB
Securities”), acting as sales agent. The timing of any sales will
depend on a variety of factors. The ATM program is presently
intended to be effective unless terminated in accordance with the
sales agreement or the maximum amount of the program has been
reached.
The Company currently intends to use the net proceeds, if any,
of sales of ADSs issued under the program to fund the research and
development of our product candidates and for working capital and
general corporate purposes.
SVB Securities, as sales agent, will use commercially reasonable
efforts to arrange on the Company’s behalf for the sale of all ADSs
requested to be sold by the Company, consistent with SVB
Securities’ normal sales and trading practices. Sales prices may
vary based on market prices and other factors.
The ADSs and the underlying ordinary shares will be issued
through a capital increase without shareholders’ preferential
subscription rights under the provisions of Article L. 225-136 of
the French Commercial Code (Code de commerce), Article L. 411-2 1°
of the French monetary and financial code (Code monétaire et
financier) and pursuant to the 25th resolution adopted by the
Annual General Meeting of Shareholders held on May 19, 2020, within
the limit of a maximum number of 23,673,831 ordinary shares and
ADSs (being the maximum authorized by the shareholders in such
resolution), representing a maximum potential dilution of
approximately 26% based on the existing share capital of the
Company.
It should be noted that the 2022 Annual General Meeting of
Shareholders has been convened for May 20, 2022 (the “2022 Annual
General Meeting”). During the 2022 Annual General Meeting, new
resolutions allowing for capital increases will be put to the
shareholders’ vote. If they are approved, they will replace, inter
alia, the aforementioned 25th resolution adopted by the 2020 Annual
General Meeting of Shareholders held on May 19, 2020 (the “2020
Annual General Meeting”). Therefore, from then on, ADSs offered in
the ATM and the underlying ordinary shares would be issued either
(i) through a capital increase without shareholders’ preferential
subscription rights under the provisions of Article L. 225-136 of
the French Commercial Code (Code de commerce), Article L. 411-2 1°
of the French monetary and financial code (Code monétaire et
financier) and pursuant to the 20th resolution adopted by the 2022
Annual General Meeting, or (ii) through a capital increase without
shareholders’ preferential subscription rights and reserved to a
category of investors under the provisions of Article L. 225-138 of
the French Commercial Code (Code de commerce) and pursuant to the
22nd resolution adopted by the 2022 Annual General Meeting. In both
cases (i) and (ii) above, the maximum number of ordinary shares and
ADSs that can be issued is 23,922,825 ordinary shares (being the
maximum authorized by the shareholders in both such
resolutions).
Pursuant to the 25th resolution adopted by the 2020 Annual
General Meeting and, if and when applicable, the 20th resolution
that would adopted by the 2022 Annual General Meeting of
Shareholders, the ADSs offered in the ATM can only be offered to
“Qualified Institutional Buyers” as defined in Rule 144A under the
US 1933 Securities Act, as amended (the “Securities Act”) or to
“accredited investors” as defined in Regulation D under the
Securities Act. If after the 2022 Annual General Meeting, we were
to decide to rely instead on the aforementioned 22nd resolution
that would be adopted at such meeting, the ADSs offered in the ATM
could only be offered to the following categories of investors: (i)
industrial or commercial companies involved in the pharmaceutical /
biotechnological sector, or (ii) investment companies or investment
funds’ management companies or investment funds, governed by French
or foreign law, or (iii) any other legal person (including a trust)
or natural person that invest on a regular basis, in the
pharmaceutical / biotechnological sector, meeting, in each of the
cases (i) to (iii) above, the criteria for participating in an
offer made pursuant to Article L. 411-2 1° of the French monetary
and financial code (Code monétaire et financier) (i.e. also being
Qualified Institutional Buyers or Accredited Investors as described
above).
On an illustrative basis, assuming the issuance of the full
amount of $75 million of ADSs under the ATM program at an assumed
offering price of $3.10, the last reported sale price of the ADSs
on Nasdaq on April 21, 2022, a holder of 1.0% of the outstanding
Company’s share capital as of the date of this press release, would
hold 0.74% of the outstanding Company’s share capital after the
completion of the transaction (calculated on the basis of the
number of outstanding shares on the date of publication of this
press release).
During the term of the ATM program, the Company will include in
the publication of its financial results information about its use
of the program during the preceding quarter and will also provide
an update after each capital increase on a dedicated location on
its corporate website in order to inform investors about the main
features of each issue that may be completed under the ATM program
from time to time. In addition, in case of a particularly
significant capital increase, the Company will publish an ad hoc
press release.
A shelf registration statement on Form F-3 (including a
prospectus) relating to Innate’s ADSs was filed with the SEC and
became effective upon filing on January 31, 2021. Before purchasing
ADSs in the offering, prospective investors should read the
prospectus supplement and the accompanying prospectus, together
with the documents incorporated by reference therein. Prospective
investors may obtain these documents for free by visiting EDGAR on
the SEC’s website at www.sec.gov. Alternatively, a copy of
the prospectus supplement (and accompanying prospectus) relating to
the offering may be obtained from SVB Securities LLC, Attention:
Syndicate Department, 53 State Street, 40th Floor, Boston, MA
02109, by telephone at (800) 808-7525, ext. 6105, or by email at
syndicate@svbsecurities.com. Unless total issuances of ordinary
shares under the ATM program over a rolling twelve months period
were to represent (together, as the case may be, with other
issuances of ordinary shares effected on the basis of Article 1,
paragraph 5.a) of Regulation (EU) 2017/1129 of June 14,2017) 20% or
more of the then outstanding share capital of the Company, no
prospectus will be subject to the approbation of the Autorité des
Marchés Financiers (“AMF”).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. In particular, no public offering of the
ADSs will be made in Europe.
About Innate Pharma:
Innate Pharma S.A. is a global, clinical-stage oncology-focused
biotech company dedicated to improving treatment and clinical
outcomes for patients through therapeutic antibodies that harness
the immune system to fight cancer.
Innate Pharma’s broad pipeline of antibodies includes several
potentially first-in-class clinical and preclinical candidates in
cancers with high unmet medical need.
Innate is a pioneer in the understanding of natural killer cell
biology and has expanded its expertise in the tumor
microenvironment and tumor-antigens, as well as antibody
engineering. This innovative approach has resulted in a diversified
proprietary portfolio and major alliances with leaders in the
biopharmaceutical industry including Bristol-Myers Squibb, Novo
Nordisk A/S, Sanofi, and a multi-products collaboration with
AstraZeneca.
Headquartered in Marseille, France, with a US office in
Rockville, MD, Innate Pharma is listed on Euronext Paris and Nasdaq
in the US.
Information about Innate Pharma shares:
ISIN code
FR0010331421
Ticker code
Euronext: IPH Nasdaq: IPHA
LEI
9695002Y8420ZB8HJE29
Disclaimer on forward-looking information and risk
factors:
This press release contains certain forward-looking statements,
including those within the meaning of the Private Securities
Litigation Reform Act of 1995. The use of certain words, including
“believe,” “potential,” “expect” and “will” and similar
expressions, is intended to identify forward-looking statements.
Although the company believes its expectations are based on
reasonable assumptions, these forward-looking statements are
subject to numerous risks and uncertainties, which could cause
actual results to differ materially from those anticipated. These
risks and uncertainties include, among other things, the
uncertainties inherent in research and development, including
related to safety, progression of and results from its ongoing and
planned clinical trials and preclinical studies, review and
approvals by regulatory authorities of its product candidates, the
Company’s commercialization efforts, the Company’s continued
ability to raise capital to fund its development and the overall
impact of the COVID-19 outbreak on the global healthcare system as
well as the Company’s business, financial condition and results of
operations. For an additional discussion of risks and uncertainties
which could cause the company’s actual results, financial
condition, performance or achievements to differ from those
contained in the forward-looking statements, please refer to the
Risk Factors (“Facteurs de Risque”) section of the Universal
Registration Document filed with the French Financial Markets
Authority (“AMF”), which is available on the AMF website
http://www.amf-france.org or on Innate Pharma’s website, and public
filings and reports filed with the U.S. Securities and Exchange
Commission (“SEC”), including the Company’s Annual Report on Form
20-F for the year ended December 31, 2021, and subsequent filings
and reports filed with the AMF or SEC, or otherwise made public, by
the Company.
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 shares in Innate Pharma in any country.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220503006340/en/
Investors and Media
Innate Pharma Henry Wheeler +33 (0)4 84 90 32 88
Henry.wheeler@innate-pharma.fr
ATCG Press Marie Puvieux (France) +33 981 87 46 72
innate-pharma@atcg-partners.com
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