• 25 April 2023
    Sequana Medical successfully raises EUR 15.78 million in an Equity Placement

    Sequana Medical NV (Euronext Brussels: SEQUA) (the "Company" or "Sequana Medical"), a pioneer in the treatment of fluid overload in liver disease, heart failure and cancer, announces today that it successfully raised an amount of EUR 15.78 million in gross proceeds by means of a private placement of new shares and subscription rights (at a ratio of one (1) new subscription right per four (4) new shares) via an accelerated bookbuild offering of 4,445,205 new shares (being approximately 18.72% of the Company's current outstanding shares) at an issue price of EUR 3.55 per new share and 1,111,294 new subscription rights (if exercised into 1,111,294 new shares, representing approximately 4.68% of the Company's current outstanding shares) at an exercise price of EUR 5.10 per underlying new share (the "Offering").

    Ian Crosbie, Chief Executive Officer of Sequana Medical, commented: "We are very pleased to announce the closing of this financing round, despite challenging market conditions. This is a testimony to the commercial potential of our programs, our track record of delivering on key milestones and commitment to deliver long-term shareholder value. I would particularly like to thank our existing investors for their continued support. Over the past year, we have delivered very positive clinical data in both our alfapump and DSR programs, and this financing will allow us to progress these further towards key milestones. We look forward to reporting on the progress in both programs and bringing these innovative treatment options to the patients that need dramatically improved treatment options."

    Sequana Medical currently envisages using the net proceeds from the Offering for the following:

    1)   alfapump®:

    (i)   Progressing the North American pivotal study in recurrent and refractory liver ascites (POSEIDON) towards secondary endpoint readout planned for Q2 2024. This includes the Patient Preference Study with top-line data expected in H2 2023, sponsorship of the NACSELD ascites registry and market access / reimbursement activities. The total cost is estimated at ca. EUR 15.2 million of which EUR 12.2 million has been spent up to YE 2022 with the remainder to be attributed over 2023/2024;

    (ii)   Preparing the PMA (Pre-Market Approval) filing and review, with planned submission to the FDA in H2 2023. The total project cost is estimated at ca. EUR 9.9 million of which EUR 5.4 million has been spent up to YE 2022 with the remainder to be attributed over 2023/2024.

    2)   DSR®:

    (i)   Initiating a US randomized controlled multi-center Phase 1/2a study using DSR 2.0 (MOJAVE), planned for Q2 2023 with initial results expected in H2 2023. The total study cost is estimated at ca. EUR 6.7 million of which EUR 1.7 million has been spent up to YE 2022 with the remainder to be spent from 2023 until 2025;

    (ii)   Completing DSR 2.0 development work which includes the development of a Quality Management System to be used in MOJAVE clinical study. The total project cost is estimated at ca. EUR 2.2 million of which EUR 0.7 million has been spent up to YE 2022 with the remainder to be spent from 2023 until 2025.

    3)   Others:

    (i)   Interest expense and a partial repayment of the loan facility with Kreos Capital (total loan cost of EUR 2.4 million up to Q1 2024), resulting from amendments to the above loan agreement, subject to certain conditions;

    (ii)   General corporate and working capital purposes.

    The net proceeds from the Offering, together with the amendments to the existing loan agreement, that were announced at the time of the launch of the Offering, are expected to extend the current cash runway of the Company from mid-2023 into Q1 of 2024.

    The payment of the new shares and the delivery of the new shares and subscription rights is expected to take place on 27 April 2023, except that with respect to 140,845 new shares and 35,211 subscription rights the payment and delivery is expected to take place no later than 10 May 2023.

    KBC Securities NV ("KBC Securities"), Bank Degroof Petercam SA/NV ("Bank Degroof Petercam"), and Van Lanschot Kempen N.V. ("Van Lanschot Kempen", and together with KBC Securities and Bank Degroof Petercam, the "Underwriters") are acting as Joint Global Coordinators in the Offering.

    As announced earlier, Partners in Equity V B.V. ("PiE") and Rosetta Capital VII, LP ("Rosetta") as well as another investor (together, the "Pre-Committing Investors"), pre-committed to submit subscription orders for new shares in the Offering. PiE and Rosetta committed to subscribe at least for a pro rata portion of the new shares that was equal to their shareholding percentage in the Company prior to the Offering.

    The Company also agreed that, provided that the closing of the Offering has occurred, and PiE and Rosetta have complied with their respective commitments, the Company will propose to the Company's general shareholders' meeting to be held on 30 October 2023 at the latest to appoint respectively Ids Van der Weij (who currently is PiE's non-voting observer to the board of the Company) and Kenneth Macleod (a representative of Rosetta) as director of the Company. PiE and Rosetta acknowledged that as soon as they cease to own 4% of the outstanding shares in the Company, they shall cause their representatives to resign from any and all of their corporate functions and mandates within the Company when so requested by the Company's board of directors. Ids Van der Weij will remain an observer on the Company's board as long as PiE owns 4% of the Company's outstanding shares, until his contemplated appointment as director of the Company. Provided that the closing of the Offering has occurred and Rosetta has complied with its commitment, and for as long as Rosetta owns 4% of the outstanding shares in the Company and the director referred to above has not yet been appointed by the Company's annual general shareholders' meeting, Rosetta will have the right to have a non-voting board observer at the board of directors of the Company.

    2,276,192 of the new shares (representing ca. 9.59% of the currently outstanding shares of the Company already admitted to listing and trading on Euronext Brussels) will upon their issuance be immediately admitted to listing and trading on the regulated market of Euronext Brussels. PiE, Rosetta and certain other investors agreed that the Company and the Underwriters have the ability to allocate to those investors new shares that shall not be immediately admitted to listing and trading upon their issuance without listing prospectus. The Company has undertaken to apply to Euronext Brussels for the admission to trading and listing of those unlisted new shares, as soon as practicable after their issuance, which will be subject to the preparation of a listing prospectus.

    The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and other distributions, with, the existing and outstanding shares of Sequana Medical at the moment of their issuance, and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares.

    The new subscription rights to be issued will have the following characteristics:

    • Subscription right for ordinary shares: Each subscription right will give the right to subscribe for one (1) new ordinary share to be issued by the Company.
    • Exercise price: The exercise price of the subscription rights shall be EUR 5.10 per share that can be subscribed for, which is based on a volume weighted average trading price during 30 trading days until 21 April 2023.
    • Term: The subscription rights will have a term of five (5) years, and will be exercisable as from 30 October 2023.
    • Form and transferability: The subscription rights will be issued in registered form and will in principle be transferable, but will not be admitted to trading or listing on any regulated market.
    • Change of control: In the event of certain change of control events, the Company will offer to purchase the subscription rights in cash for an amount equal to the Black Scholes Value of the subscription rights. The subscription rights will no longer be exercisable after the completion of a change of control. Subject to completion of the Offering, this provision will need to be approved by a general shareholders' meeting of the Company, which approval will need to be obtained by 30 October 2023 at the latest.
    • Fixed conditions: The conditions of the subscription rights will be fixed at the completion of the Offering, and will not be adjusted, except in case of (reverse) share splits or a reclassification of shares.

    As a result of the issuance of new shares, the Company's share capital will increase from EUR 2,460,486.98 to EUR 2,921,010.22 and its issued and outstanding shares will increase from 23,746,528 to 28,191,733 shares.

    In relation to the Offering, the Company has agreed with the Underwriters to a 180-days standstill period on future share issuances waivable by the Underwriters and subject to (i) an exception for the issuance of a number of shares, subscription rights or other securities exercisable, convertible or exchangeable for shares pursuant to alternative or additional funding obtained by the Company provided that the gross proceeds from the issuance of such alternative funding securities do not exceed an amount equal to the higher of (x) the final gross proceeds of the Offering, and (y) EUR 20 million, and (ii) other customary exceptions. The members of the executive management have agreed with the Underwriters to a market customary 180-days lock-up period waivable by the Underwriters and subject to customary exceptions.