Montrouge, France, May 5, 2022
DBV Technologies Completes ADSs Sale of
an amount of $15.3
million on Nasdaq through its At-The-Market
program (ATM)
DBV Technologies (Euronext: DBV – ISIN:
FR0010417345 – Nasdaq Global Select Market: DBVT) (the “Company”),
a clinical-stage biotechnological company, today announced that,
pursuant to the Company’s At-The-Market program established on May
2, 2022 (the “ATM Program”), it has issued and completed sales of
new ordinary shares (the “Ordinary Shares”) in form of American
Depositary Shares (“ADSs”), for a total gross amount of $15.3
million, to Braidwell LP through Jefferies LLC (“Jefferies”),
acting as sale agent, each ADS representing one-half of one
ordinary share of DBV Technologies.
In this context, and under the provisions of
Article L.225-138 of the French Commercial Code (Code de commerce)
and pursuant to the 28th resolution adopted by the Annual General
Meeting of Shareholders held on May 19, 2021, 12,072,476 new ADSs
and 6,036,238 new underlying Ordinary Shares have been issued
through a capital increase without preferential subscription rights
of the shareholders reserved to specific categories of persons
fulfilling certain characteristics (the “ATM Issuance”), at a unit
subscription price of 1.27 dollar per ADS (i.e., a subscription
price per Ordinary Share of 2,41 euro based on the USD/EUR exchange
rate of 1.0531 dollar for 1 euro, as published by the European
Central Bank on May 4, 2022) and each ADS giving the right to
receive one-half of one ordinary share of the Company) representing
a dilution of approximately 9.9% on the basis of the issued share
capital to date.
The issuance and the delivery of the new
Ordinary Shares will take place on May 6, 2022. ADSs will be
admitted to trading on Nasdaq Global Select Market (“Nasdaq”) and
the new Ordinary Shares on Euronext in Paris (“Euronext Paris”), it
being specified that the new Ordinary Shares represent 10.96% of
the existing shares already admitted to trading on Euronext Paris,
thus representing, over a period of 12 months, less than 20% of the
ordinary shares already admitted to trading on Euronext Paris
without a French listing prospectus.
A shelf registration statement on Form S-3
(including a prospectus) relating to the ADSs, was filed with the
SEC and has been declared effective. 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 [Jefferies LLC, 520 Madison Avenue,
New York, NY 10022 or by telephone at (877) 821-7388 or by email at
:Prospectus_Department@Jefferies.com.
No prospectus will be subject to the approval of
the French Financial Markets Authority (the Autorité des Marchés
Financiers or the “AMF”) pursuant to Regulation (EU) 2017/1129 of
the European Parliament and of the Council dated June 14, 2017, as
amended (the “Prospectus Regulation”) since the contemplated share
capital increase(s) (for the issuance of the ordinary shares
underlying the ADSs) would be offered to qualified investors (as
such term is defined in Article 2(e) of the Prospectus Regulation)
and fall under the exemption provided for in Article 1(5)(a) of the
Prospectus Regulation which states that the obligation to publish a
prospectus shall not apply to admission to trading on a regulated
market of securities fungible with securities already admitted to
trading on the same regulated market, provided that they represent,
over a period of 12 months, less than 20% of the number of
securities already admitted to trading on the same regulated
market.
The share capital of the Company prior to, and
after, the ATM Issuance is the following:
|
Before the ATM Issuance
(as at 05/04/2022)* |
After the ATM
Issuance * |
|
Number of
shares |
% share capital and
theoretical % voting rights** |
Number of
shares |
% share capital and
theoretical % voting rights** |
Entities affiliated with Baker Bros. Advisors |
11,593,150 |
21.04% |
11,593,150 |
18.96% |
Braidwell LP |
- |
-% |
6,036,238 |
9.87% |
Entities affiliated with Bpifrance Participations SA |
4,668,700 |
8.47% |
4,668,700 |
7.64% |
Treasury |
175,208 |
0.32% |
175,208 |
0.29% |
Management |
29,170 |
0.05% |
29,170 |
0.05% |
Public Float |
38,630,309 |
70.11% |
38,630,309 |
63.19% |
Total |
55,096,537 |
100.00% |
61,132,775 |
100.00% |
* The share capital of the Company as shown in
this table takes into account the ordinary shares held in the form
of ADSs.** Considering the low amount of treasury shares without
voting rights, there is no significant discrepancy between the
theoretical percentage of voting rights and the actual percentage
of voting rights.
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.
Information
Available to the
Public
Detailed information concerning the Company, in
particular with regard to its business, results, forecasts and
corresponding risk factors, is provided in the Company's Annual
Report on Form 10-K (the “Annual Report”), filed with the U.S. SEC
on March 9, 2022, and its 2021 universal registration document (the
“URD”), filed with the AMF on March 9, 2022 and under number
D.22-0081. The Annual Report and other documents filed with the
U.S. SEC from time to time are available on the SEC’s website
(www.sec.gov). The URD, as well as other regulated information, are
available on the AMF website (www.amf-france.org). All of the
foregoing documents are available at the Company’s website and are
available free of charge on request at the Company's registered
office at 177-181 avenue Pierre Brossolette, 92120 Montrouge,
France.
About Braidwell
Braidwell seeks to serve the people and
organizations that transform human health by providing flexible
capital and thoughtful partnership to companies at all stages of
development, at all parts of the capital structure, across public,
private, and structured capital markets.
https://www.braidwell.comAbout DBV
Technologies
DBV Technologies is developing Viaskin™, an
investigational proprietary technology platform with broad
potential applications in immunotherapy. Viaskin is based on
epicutaneous immunotherapy, or EPIT™, DBV Technologies’ method of
delivering biologically active compounds to the immune system
through intact skin. With this new class of non-invasive product
candidates, the Company is dedicated to safely transforming the
care of food allergic patients. DBV Technologies’ food allergies
programs include ongoing clinical trials of Viaskin Peanut. DBV
Technologies has global headquarters in Montrouge, France, and
North American operations in Basking Ridge, NJ. The Company’s
ordinary shares are traded on segment B of Euronext Paris (Ticker:
DBV, ISIN code: FR0010417345) and the Company’s ADSs (each
representing one-half of one ordinary share) are traded on the
Nasdaq Global Select Market (Ticker: DBVT).
Forward-Looking Statements
This press release contains forward-looking
statements, including statements regarding DBV Technologies’ ATM
program and the settlement of the sales discussed in this press
release. These forward-looking statements are not promises or
guarantees and involve substantial risks and uncertainties. These
forward-looking statements may be impacted by market conditions as
well as other risks and uncertainties set forth in DBV
Technologies’ regulatory filings with the AMF, DBV Technologies’
filings and reports with the SEC, including in DBV Technologies’
Annual Report on Form 10-K for the year ended December 31, 2021,
filed with the SEC on March 9, 2022, and future filings and reports
made with the AMF and SEC by DBV Technologies. Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements and estimates, which speak only as
of the date hereof. Other than as required by applicable law, DBV
Technologies undertakes no obligation to update or revise the
information contained in this Press Release.
DBV Investor Relations
ContactAnne Pollak+ 1 (857)
529-2363anne.pollak@dbv-technologies.com
DBV Media ContactAngela
Marcucci+1 (646) 842-2393angela.marcucci@dbv-technologies.com
Disclaimer
This announcement does not, and shall not, in
any circumstances constitute a public offering nor an invitation to
solicit the interest of the public in France, the United States, or
in any other jurisdiction, in connection with any offer.
The distribution of this document may, in
certain jurisdictions, be restricted by local legislations. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
This announcement is not an advertisement and
not a prospectus within the meaning of the Prospectus
Regulation.
This document does not constitute an offer to
the public in France and the securities referred to in this
document can only be offered or sold in France pursuant to article
L. 411-2, 1° of the French Monetary and Financial Code to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of
the Prospectus Regulation.
With respect to the Member States of the
European Economic Area, no action has been undertaken or will be
undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
relevant Member State. As a result, the securities may not and will
not be offered in any relevant Member State except in accordance
with the exemptions set forth in Article 1(4) of the Prospectus
Regulation or under any other circumstances which do not require
the publication by the Company of a prospectus pursuant to Article
3 of the Prospectus Regulation and/or to applicable regulations of
that relevant Member State.
This document is only being distributed to, and
is only directed at, persons in the United Kingdom that (i) are
“investment professionals” (people with professional investment
experience) falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the “Order”), (ii) are persons falling within Article 49(2)(a) to
(d) (“high net worth companies, unincorporated associations, etc.”)
of the Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
Article 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as “Relevant Persons”). This
document is directed only at Relevant Persons and must not be acted
on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
This document does not constitute an offer of
securities for sale nor the solicitation of an offer to purchase
securities in the United States or any other jurisdiction where
such offer may be restricted.
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