Montrouge, France, June 9, 2022
DBV Technologies Announces $194 Million Private Placement Financing
DBV Technologies (Euronext: DBV – ISIN: FR0010417345 – Nasdaq Global Select Market: DBVT), a clinical-stage biopharmaceutical company, today announces a private equity investment (PIPE) of $194 million (corresponding to $181 million euros based on an exchange rate of $1.0739 = €1.00 published by the European Central Bank on June 8, 2022) from the sale of 32,855,669 ordinary shares, together with pre-funded warrants for purchase up to 28,276,331 common shares. The common shares will be sold to purchasers at a price per common share of €3.00 (corresponding to $3.22) and the prefunded warrants will be sold to purchasers at a prefunded price of €2.90 (corresponding to 3. $11) per pre-funded warrant, which is equal to the price per common stock less the remaining exercise price of €0.10 for each such pre-funded warrant. The gross proceeds of the PIPE financing amount to approximately 194 million dollars (corresponding to 181 million euros), before deducting the expenses of the private placement. The closing of the PIPE financing is subject to customary closing conditions and is expected to close on June 13, 2022.
The common stock, including the common stock issuable upon exercise of the pre-funded warrants, has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the States States only pursuant to an effective registration statement or applicable exemption from registration requirements. The Company has agreed to file a registration statement with the Securities and Exchange Commission recording the resale of the common stock, including the common stock underlying the pre-funded warrants.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or other 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 other jurisdiction.
Goldman Sachs Bank Europe SE and SVB Securities LLC acted as placement agents in connection with the private placement.
Braidwell LP, funds advised by Baker Bros. Advisors LP and BpiFrance Participations SA, each a current shareholder of the Company, and Venrock Healthcare Capital Partners, subscribed for a total of $11 million, $38 million, $8 million and $30 million of common stock, respectively. Braidwell LP, Baker Bros. Advisors LP and Venrock Healthcare Capital Partners subscribed a total of $19 million, $41 million and $28 million of prefunded warrants, respectively. Other investors in the private placement include Fairmount, RA Capital Management and Vivo Capital. The price of the ordinary shares and the price of the pre-financed Warrants were equal to the average of the closing prices of the Company’s ordinary shares on Euronext Paris over the five (5) trading sessions preceding the launch of the global offer (this is i.e. June 8, 7, 6, 3 and 2), with a premium of 0.8%. The new ordinary shares and the pre-financed BSAs will be issued by way of a capital increase with cancellation of the shareholders’ preferential subscription right by way of an offer reserved for specific categories of investors within the framework of the provisions of Article L. 225-138 of the French Commercial Code and in accordance with the decisions of the Chief Executive Officer dated June 9, 2022 and of the Board of Directors of the Company dated June 8, 2022, in accordance with the delegations granted pursuant to resolution 18 adopted during the 2022 Ordinary and Extraordinary Meeting of Shareholders of the Company (Combined General Meeting) held on May 12, 2022. Representatives of Baker Bros. Advisors LP and BpiFrance Participations SA on the Board of Directors of the Company did not take part in the vote on the decisions at the meeting of the Board of Directors on June 8, 2022.
The admission of the new ordinary shares to be issued within the framework of the PIPE financing will be requested on the regulated market of Euronext Paris under the terms of an admission prospectus subject to the visa of the Autorité des Marchés Financiers (“AMF”). and including (i) the 2021 universal registration document filed with the AMF on March 9, 2022 under number D. 22-0081, as supplemented by an amendment to the 2021 universal registration document to be filed with the AMF on June 9, 2022 and (ii) a Note d’Opération, including (iii) a summary of the prospectus. Copies of the Company’s 2021 Universal Registration Document, as amended, will be available free of charge at the Company’s registered office located at 177-181 avenue Pierre Brossolette – 92120 Montrouge – France. The admission prospectus will be published on the AMF’s website at www.amf-france.org.
About DBV Technologies
DBV Technologies is developing Viaskin™, an exclusive research 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 committed to safely transforming the care of patients with food allergies. DBV Technologies’ food allergy programs include ongoing clinical trials of Viaskin Peanut. DBV Technologies has its global headquarters in Montrouge, France, and its North American operations in Basking Ridge, NJ. The ordinary shares of the Company are listed on compartment B of Euronext Paris (Ticker: DBV, ISIN code: FR0010417345) and the ADSs of the Company (each representing half of an ordinary share) are listed on the Nasdaq Global Select Market (Mnemo: DBVT) .
Forward–Looking for statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. similar expressions (and other words or phrases that refer to future events, conditions or circumstances) are intended to identify forward-looking statements . These statements relate to future events and involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to be materially different from any expressed or implied future performance or achievement. by forward-looking statements. Each of these statements is based solely on current information, assumptions and expectations which are inherently subject to change and involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements relating to the anticipated proceeds to be received under the proposed PIPE financing, the expected timing of the proposed PIPE financing’s closing, and the size and completion of the proposed PIPE financing. Detailed information regarding the risk factors that could cause actual results to differ materially from the results expressed or implied by the statements in this press release can be found in the Company’s Annual Report on Form 10- K filed with the Securities and Exchange Commission on March 9, 2022. and in the Company’s 2021 universal registration document filed with the AMF on March 9, 2022 (2021 universal registration document) under number D. 22 -0081, and subsequent filings made by the Company with the Securities and Exchange Commission and the AMF. These forward-looking statements speak only as of the date hereof. The Company disclaims any obligation to update these forward-looking statements, except as required by law.