ORYZON raises its share capital
MADRID, SPAIN, June 25th, 2020 - Oryzon Genomics, S.A. (MAD: ORY) ("Oryzon" or the "Company"), a clinical-stage biopharmaceutical company leveraging epigenetics to develop therapies in diseases with strong unmet medical needs, today announced a capital increase of 7,273,000 new common shares (the “New Shares”) at a price of 2.75 euros per share, representing a 10.7% discount on the closing price of June 24, for an aggregate amount of EUR 20 Million (the “Capital Increase”). The Capital Increase was carried out through a private placement. The Company intends to use the net proceeds from the Capital Increase to finance the Company’s research and development of clinical pipeline candidates, continue with the preparations for a potential dual listing on Nasdaq in the future and other general corporate purposes.
Subject to completion of certain customary closing procedures, the admission of the new shares to trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, through the Spanish Automated Quotation System (Sistema de Interconexión Bursátil) is expected on June 26, 2020, and the trading of the New Shares is expected to commence on June 29, 2020.
The Company has submitted to the Spanish National Securities Market Commission (CNMV) a regulatory announcement regarding the approval of the Capital Increase by the Board of Directors and the main terms and results of the Capital Increase, which is available on the CNMV’s website at www.cnmv.es.
Jefferies International Limited was Sole Global Coordinator and Joint Bookrunner, Kempen & Co was Joint Bookrunner, and Andbank España, S.A.U. was Co-Manager in the Capital Increase. Roth Capital acted as financial advisor to the Company. Gómez-Acebo & Pombo Abogados, S.L.P. (the Company’s Spanish counsel) and Davis Polk & Wardwell LLP (the Company’s U.S. and English counsel) have acted as legal advisors to the Company, and White & Case LLP has acted as Spanish, English and U.S. legal advisor to the Placement Agents.
Important Information
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With respect to Member States of the European Economic Area, no action has been taken or will be taken to permit a public offering of the securities referred to in this press release. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) or, otherwise, in cases not requiring the publication of a prospectus under Article 3 of the Prospectus Regulation.
This press release and the information it contains are being made only to and are directed for (i) persons in Member States of the European Economic Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (“Qualified Investors”), (ii) persons outside the United Kingdom, (iii) persons outside the United States, and (iv) in the United Kingdom, Qualified Investors who are (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (c) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged in with, and is only available to, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the Securities Act and applicable state securities law. The securities have not been registered, and there is no intention to register any securities referred to herein in the United States or to make any public offering of securities of the Company in the United States.
About Oryzon
Founded in 2000 in Barcelona, Spain, Oryzon (ISIN Code: ES0167733015) is a clinical stage biopharmaceutical company considered as the European champion in Epigenetics. Oryzon has one of the strongest portfolios in the field. Oryzon’s LSD1 program has rendered two compounds, vafidemstat and iadademstat, in clinical trials. In addition, Oryzon has ongoing programs for developing inhibitors against other epigenetic targets. Oryzon has a strong technological platform for biomarker identification and performs biomarker and target validation for a variety of malignant and neurological diseases. Oryzon has offices in Spain and the United States. For more information, visit www.oryzon.com
FORWARD-LOOKING STATEMENTS
This communication contains, or may contain, forward-looking information and statements about Oryzon, including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, capital expenditures, synergies, products and services, and statements regarding future performance. Forward-looking statements are statements that are not historical facts and are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although Oryzon believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Oryzon shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Oryzon that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the documents sent by Oryzon to the Spanish Comisión Nacional del Mercado de Valores (CNMV), which are accessible to the public. Forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Oryzon. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to Oryzon or any of its members, directors, officers, employees or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included herein are based on information available to Oryzon on the date hereof. Except as required by applicable law, Oryzon does not undertake any obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. This press release is not an offer of securities for sale in the United States or any other jurisdiction. Oryzon’s securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of Oryzon’s securities to be made in the United States will be made by means of a prospectus that may be obtained from Oryzon or the selling security holder, as applicable, that will contain detailed information about Oryzon and management, as well as financial statements.