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    OXUR   BE0003846632

OXURION NV

(OXUR)
  Report
Real-time Euronext Bruxelles  -  11:35 2022-12-09 am EST
0.0172 EUR   +2.38%
11/23Oxurion Further Improves THR-149 Patent Position
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11/23Oxurion Further Improves THR-149 Patent Position
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11/18Oxurion Announces Interim Analysis for KALAHARI Trial
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Oxurion : Prospectus for the admission to trading on Euronext Brussels of up to 30,500,000 new shares

09/06/2022 | 07:10am EST

Oxurion NV

Gaston Geenslaan 1, 3001 Leuven, Belgium

PROSPECTUS FOR THE ADMISSION TO LISTING AND TRADING ON EURONEXT BRUSSELS OF UP TO 30,500,000 NEW SHARES

This prospectus (the "EU Recovery Prospectus") relates to the admission to trading on the regulated market of Euronext Brussels of up to 30,500,000 new shares of Oxurion NV ("Issuer" or "Oxurion" or the "Company") that may be issued by the Company upon conversion of up to 2,680 convertible bonds (the "Convertible Bonds") to be issued as part of a funding program set out in the issuance and subscription agreement entered into by the Company with Negma on 26 August 2021 as amended by means of the addendum dated 2 September 2022 (the "Part B of the Funding Program") (the "New Shares").

After their admission to listing and trading on Euronext Brussels, the New Shares will rank pari passu and be fungible with all other existing and outstanding shares of the Company (the term "Shares" as used herein refers to the New Shares and the existing shares on the date of the listing collectively).

This EU Recovery Prospectus was drawn up as a recovery prospectus in accordance with Article 14bis.1a) of the Prospectus Regulation. It constitutes a listing prospectus for purposes of Article 3(3) of the Prospectus Regulation, and its form and content was drawn up in accordance with Annex Va of the Prospectus Regulation and complies with Delegated Regulation 2019/979, Delegated Regulation 2019/980 and any other applicable legal and regulatory provisions. The English version of this EU Recovery Prospectus was approved by the Belgian Financial Services and Markets Authority (the "FSMA") on 30 August 2022. The FSMA only approves this EU Recovery Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company or the quality of the New Shares that are the subject of this EU Recovery Prospectus. Investors should make their own assessment as to the suitability of investing in the New Shares. A Dutch translation of the EU Recovery Prospectus is available on the Company's website.

An investment in the Shares involves significant risks and uncertainties and the investor could lose all or part of the invested capital. Prospective investors should read this entire document, and, in particular, should see the "Summary" and "Part 4: Risk Factors" beginning on page 4 for a discussion of certain factors that should be considered in connection with an investment in the Shares. In "Part 4: Risk Factors", the most material risk factors have been presented first within each (sub)category. Potential investors should carefully consider the risks referred to and the other warnings contained in this EU Recovery Prospectus before making any investment decision. The risks the Company faces include that it requires additional funding to continue the development of THR-149 ("THR-149"or the "Clinical Asset"). The Company is of the opinion that it currently does not have sufficient working capital to meet its capital requirements from fully committed sources over the 12-monthperiod starting from the date of this EU Recovery Prospectus. The Company's ability to complete the milestones in the development of THR-149will be put at risk if it is not able to access available funding due to the conditions attached to that funding, raise additional funding and/or reduce its expenditures when required to do so during this 12-monthperiod starting from the date of this EU Recovery Prospectus, all of which is uncertain. Furthermore, if the Company is not able to access available funding due to the conditions attached to that funding, obtain additional funding and/or reduce its expenditures during this period, all of which is uncertain, its ability to continue as a going concern will be threatened.

The Company is also of the opinion that, even if it manages to attract sufficient funding allowing it to cover its working capital needs during the 12- month period starting from the date of this EU Recovery Prospectus, the Company will not have funds available at the end of this 12-month period, unless it is able to access its available funds given the conditions attached to that funding or to attract additional funding, and will therefore continue to face working capital difficulties and its ability to complete the milestones in the development of THR-149 will be put at risk unless in the interim it is able to access available funding in light of the conditions attached to that funding, raise additional funds, and/or reduce its working capital requirements when it is required to do so, all of which is uncertain. If the Company is not able to access available funding in light of the conditions attached to that funding, increase its funding, and/or reduce its expenditures when required to do so, all of which is uncertain, in the period starting 12 months after the date of this EU Recovery Prospectus, its ability to continue as a going concern will be threatened, which would have a material adverse impact on the Company and its shareholders leading to the potential total loss of their entire investment. The Company only has one clinical asset in development and it could fail, which would put the Company's ability to continue as a going concern at risk.

Neither the Company nor any of its representatives is making any representation to any investor regarding the legality of an investment in the Shares by such investor under the laws applicable to such investor. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of an investment in the Shares in their country of residence arising from the acquisition, holding or disposal of the Shares.

Without prejudice to the Company's obligation to publish supplements to the EU Recovery Prospectus when legally required, neither the delivery of this EU Recovery Prospectus nor any sale made at any time after the date hereof shall, under any circumstances, create any implication that there has not been any change in the Company's or the Group's affairs since the date hereof or that the information set forth in this EU Recovery Prospectus is correct as of any time since its date.

This EU Recovery Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. This EU Recovery Prospectus does not constitute an offer to sell, or an invitation of an offer to purchase, any Shares in any jurisdiction in which such offer or invitation would be unlawful. The Company requires persons into whose possession this EU Recovery Prospectus comes to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company accepts no legal responsibility for any violation by any person, whether or not a prospective purchaser of Shares, of any such restrictions.

The Company has not authorized any offer of the Shares to the public in any Member State of the European Economic Area or elsewhere.

The Shares have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Prospective purchasers are hereby notified that sellers of the Shares may be relying on an applicable exemption from the provisions of Section 5 of the U.S. Securities Act.

In accordance with Article 12.1 of the Prospectus Regulation, this EU Recovery Prospectus is valid for a period of 12 months from the date on which it was approved by the FSMA, which was on 30 August 2022. The obligation to publish a supplement to the EU Recovery Prospectus in accordance with Article 23 of the Prospectus Regulation in the event of an important new factor, a material mistake or a material inaccuracy is not applicable when the validity of this EU Recovery Prospectus has expired.

EU Recovery Prospectus dated 30 August 2022

i

  1. TABLE OF CONTENTS

1.

SUMMARY.......................................................................................................................................................................

iii

2.

NAME OF THE ISSUER, COUNTRY OF INCORPORATION, LINK TO THE ISSUER'S WEBSITE .............................

1

3.

RESPONSIBILITY STATEMENT AND STATEMENT ON THE COMPETENT AUTHORITY ........................................

2

4.

RISK FACTORS ..............................................................................................................................................................

3

5. FINANCIAL INFORMATION CONCERNING THE COMPANY'S ASSETS AND LIABILITIES, FINANCIAL POSITION

AND PROFITS AND LOSSES ................................................................................................................................................

13

6.

DIVIDEND POLICY........................................................................................................................................................

14

7.

TREND INFORMATION.................................................................................................................................................

15

8.

TERMS AND CONDITIONS ..........................................................................................................................................

15

9.

ESSENTIAL INFORMATION ON THE SHARES AND ON THEIR SUBSCRIPTION ...................................................

17

10.

REASONS FOR THE PRIVATE PLACEMENT AND USE OF PROCEEDS ................................................................

17

11.

RECEIPT OF STATE AID SUPPORT ...........................................................................................................................

18

12.

WORKING CAPITAL STATEMENT ..............................................................................................................................

18

13.

CAPITALIZATION AND INDEBTEDNESS ...................................................................................................................

19

14.

CONFLICTS OF INTEREST ..........................................................................................................................................

21

15.

DILUTION AND SHAREHOLDING AFTER THE ISSUANCE ......................................................................................

21

16.

DOCUMENTS AVAILABLE...........................................................................................................................................

22

ii

1. SUMMARY

Section A - Introduction and Warnings

  1. Name and International Securities Identification Number (ISIN) of the Shares:
    Name: Oxurion NV ("Issuer" or "Oxurion" or the "Company")
    ISIN Code: BE0003846632
  2. Identity and contact details of the issuer, including its legal entity identifier (LEI):
  • The Issuer is a public limited liability company (naamloze vennootschap (NV)) incorporated under Belgian law, with its registered office at Gaston Geenslaan 1, 3001 Leuven, Belgium, registered with the Crossroads Bank for Enterprises (Kruispuntbank voor Ondernemingen) (LER Leuven) under the number 0881.620.924. The Issuer's telephone number is +32 (0) 16 75 13 10 and its website is www.oxurion.comand its email address is info@oxurion.com.
  • LEI: 549300VWY8KVDFKLDM59

1.3 Identity and contact details of the competent authority which approved the EU Recovery Prospectus:

  • Belgian Financial Services and Markets Authority ("FSMA") The FSMA can be contacted by phone (+32 (0)2 220 52 11), email (info@fsma.be) or via the contact form available on the FSMA's website (www.fsma.be).
  1. EU Recovery Prospectus approval date: 30 August 2022
  2. Warnings and information regarding subsequent use of the EU Recovery Prospectus:

This summary should be read as an introduction to the EU Recovery Prospectus. Any decision to invest in the Shares should be based on a consideration of the EU Recovery Prospectus as a whole by the investor. An investment in the Shares is subject to significant risk and uncertainty, and the investor could lose all or part of the invested capital. Some of the material business and market risks specific to Oxurion and the Shares include, but are not limited to:

  • The Company is of the opinion that it currently does not have sufficient working capital to meet its capital requirements from fully committed sources over the 12-month period starting from the date of this EU Recovery Prospectus. The Company's ability to complete the milestones in the development of THR-149 (as defined below) will be put at risk if it is not able to access available funding due to the conditions attached to that funding, raise additional funding and/or reduce its expenditures when required to do so during the 12-month period starting from the date of this EU Recovery Prospectus, all of which is uncertain. Furthermore, if the Company is not able to access available funding due to the conditions attached to that funding, increase its funding and/or reduce its expenditures when required to do so, all of which is uncertain, during the 12-month period starting from the date of this EU Recovery Prospectus, its ability to continue as a going concern will be threatened, which would have a material adverse impact on the Company and its shareholders leading to the potential total loss of their entire investment.
  • The Company is also of the opinion that, even if it manages to attract sufficient funding allowing it to cover its working capital needs during the 12-month period starting from the date of this EU Recovery Prospectus, the Company will not have funds available at the end of this 12- month period, unless it is able to access its available funds given the conditions attached to that funding or to attract additional funding, and will therefore continue to face working capital difficulties and its ability to complete the milestones in the development of THR-149 will be put at risk unless in the interim it is able to access available funding in light of the conditions attached to that funding, raise additional funds, and/or reduce its working capital requirements when it is required to do so, all of which is uncertain. If the Company is not able to access available funding in light of the conditions attached to that funding, increase its funding, and/or reduce its expenditures when required to do so, all of which is uncertain, in the period starting 12 months after the date of this EU Recovery Prospectus, its ability to continue as a going concern will be threatened, which would have a material adverse impact on the Company and its shareholders leading to the potential total loss of their entire investment.
  • The Company requires additional funding to further the development of THR-149.
  • The Company only has one clinical asset, THR-149, which could fail, be significantly delayed or could cause serious side effects.
  • The Company may not obtain marketing authorization for THR-149 in important territories.
  • THR-149will have to compete against the established market for anti-VEGFs, which are widely accepted by physicians.
  • THR-149may be deemed to infringe on the patents or intellectual property rights of others.
  • THR-149is licensed from a third party, which creates the risk of the loss of the contractual rights, and THR-149 may not be adequately protected by Oxurion and its licensor's patents and other intellectual property rights .
  • Oxurion relies on third parties to conduct the KALAHARI trial (as defined below) and to manufacture THR-149, which creates interdependencies and risks.
  • The market price of the Shares may fluctuate widely in response to various factors that may be unrelated to the results of operations or the financial condition of the Company.
  • Future capital increases by the Company could have a negative impact on the price of the Shares and could dilute the interests of existing shareholders.
  • The Company will likely not be in a position to pay dividends in the near future and intends to retain all earnings.

Where a claim relating to the information contained in the EU Recovery Prospectus is brought before a court, the plaintiff investor might have to bear the costs of translating the EU Recovery Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the EU Recovery Prospectus, or where it does not provide, when read together with the other parts of the EU Recovery Prospectus, key information in order to aid investors when considering whether to invest in the Shares.

Section B - Key information on the Issuer

1.1 Legislation governing the Issuer's activities, country of incorporation and main activities:

  • The Company is governed by Belgian law and EU laws applicable to commercial companies with their share capital open to public investment and by its articles of association. The Company's Belgian subsidiary (Oncurious NV, partially owned by VIB VZW) is regulated by Belgian law and EU laws, and its US subsidiary (ThromboGenics Inc.) is regulated by the laws of the State of New York and the other laws of the United States.
  • Oxurion is a biopharmaceutical company developing ophthalmic therapies designed to improve and better preserve vision in patients with retinal vascular disorders including diabetic macular edema ("DME"), the leading cause of vision loss in diabetic patients worldwide.

iii

  • The Company has one drug candidate, THR-149, in Phase 2 clinical development.
  • THR-149 is a potent plasma kallikrein inhibitor being developed for up to 50% of DME patients showing suboptimal response to anti-VEGF therapy ("THR-149" or the "Clinical Asset"). THR-149 has completed a successful Part A dose-finding trial and started Part B of a Phase 2 clinical trial for DME, with topline results expected in mid-2023 (the "KALAHARI trial" or the "Trial").

1.2 Business and financial impact of the COVID-19 pandemic on the Issuer

The primary impact of the COVID-19 pandemic on the Company was to cause a short delay in the time required for completing Part A of the KALAHARI trial due to the increased time required to obtain regulatory approvals, recruit sites and to recruit patients and the increased strain on Clinical Research Organization ("CRO") resources. While the absolute amount of the delay caused by the pandemic was not significant, given the significant costs related to the KALAHARI trial and the running cost of the Company, this contributed to the financial strain on the Company by delaying the data from Part A of the KALAHARI trial and increasing costs. Further, the issues mentioned above are expected to continue in the future and to impact the time required for the KALAHARI trial, but less significantly and this has to the extent possible been factored into the trial timelines.

Section C - Key information on the securities

1.1 Type, class and ISIN:

The New Shares are ordinary shares representing the share capital of the Issuer. All ordinary shares of the Company are fully paid, and rank pari passu in all respects with all other existing and outstanding shares of the Company (the term "Shares" is used herein to refer to the New Shares and the existing shares on the date of the listing collectively). All Shares are in registered or dematerialized form. Holders of Shares may elect, at any time, to have their registered Shares converted into dematerialized Shares, and vice versa, at their own expense.

1.2 Currency, denomination, nominal value, number of securities issued and ranking:

The New Shares are denominated in euro. The New Shares have no indication of nominal value. All Shares represent an equal share of the share capital and shall all rank junior to all debt (instruments) of the Company.

1.3 Restriction to the free transferability of Shares:

There are no restrictions on the transferability of the Shares, subject to applicable securities regulations.

1.4 Rights granted by the securities:

The holders of Shares have, in accordance with the Belgian Code of Companies and Associations and the Company's articles of association, the right to participate in the general meetings of shareholders and to exercise their voting rights therein (without prejudice to the applicable restrictions), the right to receive dividends (if any), the right to share in the assets in the event of winding up of the Company, a pre-emption right in the subscription of new shares in the event of share capital increases by cash contributions, in which the respective right is not limited or cancelled, the right to receive new shares of the Company in share capital increases by incorporation of reserves, and the right to information about the Company.

Section D - Key information on the offer of securities to the public and/or the admission to trading on a regulated market

On 26 August 2021, the Company has entered into an issuance and subscription agreement with Negma Group Ltd ("Negma") pursuant to which Negma has committed to subscribe to up to EUR 30 million in the Company's equity through mandatory convertible bonds to be issued in tranches and subject to certain conditions (the "Funding Program"). As of the date of approval of this EU Recovery Prospectus, Negma has subscribed to EUR 5,525 million in convertible bonds (i.e. 2,210 convertible bonds), of which 2,010 convertible bonds have all been converted in exchange for (in aggregate) 7,536,282 new shares. As of the date of this EU Recovery Prospectus, 200 convertible bonds are outstanding under the Funding Program.

On 2 September 2022, the Company has entered into an addendum to the initial issuance and subscription agreement with Negma, pursuant to which the Company and Negma have agreed to amend the terms and conditions of part of the Funding Program for a total commitment amount of up to EUR 6 million in the Company's equity through mandatory convertible bonds to be issued in tranches and subject to certain conditions ("Part B of the Funding Program"). The remaining part of the Funding Program, for which the initial terms and conditions as set forth in the issuance and subscription agreement with Negma shall apply and remain unchanged, is referred to as "Part A of the Funding Program". The terms of the Funding Program are more fully described in the board reports prepared in accordance with article 7:198 juncto articles 7:180, 7:191 and 7:193 of the BCCA dated 15 July 2021 (link)and 2 September 2022 and published on the Company's website (link).

This EU Recovery Prospectus relates to the admission to trading of the New Shares that may be issued upon conversion of up to 2,680 Convertible Bonds (consisting of up to 2,400 Class B Convertible Bonds (as defined below) and 280 W&C Fee Convertible Bonds (as defined below) that will be authorized under the Board of Directors' authorization of 5 September 2022) with a nominal value of EUR 2,500 each (i.e. an aggregate nominal value of EUR 6,700,000) which the Company's Board of Directors may decide to issue within the context of the authorized capital (to be subscribed by Negma in three or more tranches).

Under the Funding Program, based on the amounts drawn thus far, the Company potentially has access to up to EUR 25 million provided the Company can and does draw the maximum tranche on a monthly basis and the other conditions are met. The Company's ability to draw a tranche is subject to certain conditions such that it may not be able to draw a tranche when it desires to do so.

Under Part B of the Funding Program, the Company potentially has access to an amount up to EUR 6 million by the end of this financial year 2022 (through the subscription by Negma to up to 2,400 zero coupon mandatory convertible bonds, each with a nominal value of EUR 2,500 (the "Class B Convertible Bonds"), provided the Company can and does draw the maximum tranches of Class B Convertible Bonds and the other conditions are met. The Company's ability to draw a tranche is subject to certain conditions such that it may not be able to draw a tranche when it desires to do so. In consideration for this commitment for an amount of up to EUR 6 million by Negma, the waiver of a liquidity condition precedent (in relation to the "Average Daily Value Traded") and the waiver of the cool down period under the Issuance and Subscription Agreement in respect of Part B of the Funding Program, the Company has agreed, subject to certain terms and conditions, to grant Negma a waiver and commitment fee of an amount of EUR 700,000, payable in 280 additional convertible bonds to be issued by the Company to the Negma on the date of the issue of the first Class B Convertible Bonds (the "W&C Fee Convertible Bonds"). Part A of the Funding Program shall be suspended from 2 September 2022 (i.e., the date of the aforementioned addendum) until 31 December 2022, unless expressly agreed otherwise between

iv

the Company and Negma in writing. Upon expiry of such period, Part A of the Funding Program will be automatically reactivated and the initial terms and conditions as set forth in the issuance and subscription agreement with Negma shall fully apply again for the remaining part of the total commitment of up to EUR 30 million (including, for the avoidance of doubt, all Class B Convertible Bonds that have not been issued and subscribed to in full during the relevant commitment period).

The conversion price for the Class B Convertible Bonds shall be equal to 80% of the lowest closing volume weighted average price of the Shares on Euronext Brussels over a period of 15 consecutive trading days expiring on the trading day immediately preceding the date of issuance of a conversion notice by Negma.

As the conversion price depends on the volume weighted average price of the Shares on Euronext Brussels prior to the conversion notice, it cannot be determined on the date of this EU Recovery Prospectus. This EU Recovery Prospectus relates to the admission to listing and trading of maximum 30,500,000 New Shares.

Each Convertible Bond has a duration of twelve (12) months as from the date of its issuance (the "Maturity Date"). Any Convertible Bonds not converted into Shares prior to the Maturity Date shall convert automatically into Shares on the Maturity Date.

The New Shares are expected to be admitted to trading on Euronext Brussels at the time of their issuance (i.e., upon conversion of the Convertible Bonds).

v

Disclaimer

Oxurion NV published this content on 06 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 September 2022 11:09:08 UTC.


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Sales 2021 1,13 M 1,19 M 1,19 M
Net income 2021 -29,2 M -30,7 M -30,7 M
Net Debt 2021 2,11 M 2,23 M 2,23 M
P/E ratio 2021 -2,39x
Yield 2021 -
Capitalization 5,35 M 5,64 M 5,64 M
EV / Sales 2020 35,7x
EV / Sales 2021 64,8x
Nbr of Employees 42
Free-Float 90,7%
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Thomas Graney Chief Executive Officer
Patrik de Haes Non-Executive Chairman
Grace Chang Chief Medical Officer
Alan Stitt Chief Scientific Officer
Claude Sander Secretary, Chief Legal & Compliance Officer
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