MARSEILLE, France, May 03, 2022–(BUSINESS WIRE)–Regulatory news:
Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) (“Innate“or the”Company“) announced today that it has filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) regarding an At-The-Market (“ATM”) program. Pursuant to such program, the Company may offer and sell to investors (as described below) up to $75 million aggregate gross amount of American Depositary Shares (“ADS”), each ADS representing one common share of Innate, from time to time in sales deemed to be an “offer to market” pursuant to the terms of a sales agreement with SVB Securities LLC (“SVB Securities”), acting as sales agent. The timing of any sale will depend on various factors. The ATM Program is currently 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 research and development of our product candidates and for working capital and general purposes. of the company.
SVB Securities, as sales agent, will use commercially reasonable efforts to arrange on behalf of the Company the sale of all ADSs requested to be sold by the Company, in accordance with SVB Securities’ normal sales and trading practices. Selling prices may vary depending on market prices and other factors.
The ADSs and the underlying ordinary shares will be issued by way of a capital increase with cancellation of shareholders’ preferential subscription rights under the conditions of Article L. 225-136 of the French Commercial Code (Trade code), Article L. 411-2 1° of the Monetary and Financial Code (Monetary and Financial Code) and in accordance with 25and resolution adopted by the Annual General Meeting of Shareholders of May 19, 2020, within the limit of a maximum number of 23,673,831 ordinary shares and ADS (i.e. the maximum authorized by the shareholders in this resolution), representing a maximum potential dilution of approximately 26% based on the Company’s existing share capital.
It should be noted that the 2022 General Meeting of Shareholders has been convened for May 20, 2022 (the “2022 General Meeting”). During the 2022 General Meeting, new resolutions allowing capital increases will be submitted to the vote of the shareholders. If approved, they will replace, among others, the aforementioned 25and resolution adopted by the 2020 General Meeting of Shareholders held on May 19, 2020 (the “2020 General Meeting of Shareholders”). Thus, from then on, the ADSs offered in ATMs and the underlying ordinary shares would be issued either (i) by capital increase with cancellation of the shareholders’ preferential subscription right within the framework of the provisions of Article L. 225-136 of the Commercial Code (Trade code), Article L. 411-2 1° of the Monetary and Financial Code (Monetary and Financial Code) and in accordance with 20and resolution adopted by the 2022 General Meeting, or (ii) by capital increase with cancellation of shareholders’ preferential subscription rights and reserved for a category of investors within the framework of the provisions of Article L. 225-138 of the Trade code (Trade code) and in accordance with 22n/a resolution adopted by the 2022 Annual General Meeting. In both cases (i) and (ii) above, the maximum number of ordinary shares and ADSs that may be issued is 23,922,825 ordinary shares (being the maximum authorized by the shareholders in these two resolutions).
In accordance with 25and resolution adopted by the 2020 General Meeting and, if applicable, the 20and resolution to be adopted by the 2022 Annual General Meeting of Shareholders, the ADSs offered in the ATM may only be offered to “Qualified Institutional Purchasers” as defined in Rule 144A of the US 1933 Securities Act, as amended (the “Securities Act”) or to “accredited investors” as defined in Regulation D of the Securities Act. If after the 2022 General Assembly, we should decide to rely instead on the 22 aforementionedn/a resolution to be adopted at this 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/biotechnology sector, or (ii) ‘investment or investment fund’ management companies or investment funds, under French or foreign law, or (iii) any other legal person (including a trust) or natural person who invests on a regular basis, in the pharmaceutical/biotechnology sector, meeting, in each of the cases (i) to (iii) above, the criteria for participation in an offer made pursuant to Article L. 411-2 1° of the Monetary and Financial Code (Monetary and Financial Code) (i.e. also qualified institutional buyers or qualified investors, as described above).
For illustrative purposes, assuming the issuance of the total amount of $75 million of ADS under the ATM program at an assumed offer price of $3.10, the last reported sale price of the ADS on Nasdaq on April 21, 2022, a holder of 1.0% of the outstanding share capital of the Company on the date of this press release, would hold 0.74% of the outstanding share capital of the Company after completion of the transaction (calculated on the based on the number of shares in circulation on the date of publication of this press release).
During the duration of the ATM program, the Company will include in the publication of its financial results information on its use of the program during the previous quarter and will also provide an update after each capital increase on a dedicated place on its website in order to to inform investors about the main characteristics of each issue that may be carried out from time to time within the framework of the ATM programme. In addition, in the event of a particularly significant capital increase, the Company will publish a ad hoc Press release.
A shelf registration statement on Form F-3 (including a prospectus) relating to the ADSs of Innate has been filed with the SEC effective January 31, 2021. Prior to purchasing ADSs under offering, prospective investors should read the Prospectus Supplement and the accompanying Prospectus and the documents incorporated by reference therein. Prospective investors can obtain these documents free of charge 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 [email protected] Unless the total issuances of ordinary shares under the ATM program over a rolling twelve-month period represent (together with, where applicable, other issuances of ordinary shares made 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 submitted for the approval of the Financial Markets Authority (“AMF”).
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and there will be no 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 such state or territory. In particular, no public offering of ADS will be made in Europe.
About Innate Pharma:
Innate Pharma SA is a clinical-stage oncology-focused global biotechnology company dedicated to improving treatments and clinical outcomes for patients through antibody therapeutics that harness the immune system to fight cancer.
Innate Pharma’s large antibody portfolio includes several potentially first-in-class clinical and preclinical candidates in cancers with high unmet medical need.
Innate is a pioneer in understanding natural killer cell biology and has expanded its expertise in 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-product collaboration with AstraZeneca.
Based in Marseille, France, with a US office in Rockville, MD, Innate Pharma is listed on Euronext Paris and Nasdaq in the United States.
Information on Innate Pharma shares:
Euronext: IPH Nasdaq: IPHA
Disclaimer of 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 that 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 others, uncertainties inherent in research and development, including those relating to the safety, progress and results of its ongoing and planned clinical trials and preclinical studies, the review and the approval 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 global healthcare system and the Company’s business, financial condition and results of operations. For a further discussion of the risks and uncertainties that 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 section (” Risk Factors”) of the Universal Registration Document filed with the Autorité des marchés financiers (“AMF”), available on the AMF’s website http://www.amf-france.org or on Innate Pharma’s website, and public filings and reports filed with the United States Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, and subsequent filings and reports filed with the AMF or the SEC, or otherwise made public, by the Company.
This press release and the information it contains do not constitute an offer to sell or a solicitation of an offer to buy or subscribe for shares of Innate Pharma in any country whatsoever.
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