Early redemption of part of the outstanding OCA, agreement for Yorkville to convert the balance of its outstanding OCA at a conversion price of €1.50 per share and for TxCell to buy back all outstanding Tranche Warrants and BSA for the lump sum of €1
Valbonne, France, July 23, 2018, 8.30 am CEST
TxCell SA (FR0010127662 – TXCL), a developer of cellular immunotherapies based on regulatory T cells (Tregs) for inflammation, autoimmunity and transplantation, today announces it has reached an agreement with Yorkville to further improve the terms of its OCABSA financing program.
The OCABSA financing program consists of monthly installments for a maximum nominal amount of €1.2 million each at TxCell’s sole discretion, for a total potential fundraising of up to €20 million, through the exercise by Yorkville, upon request of TxCell, of warrants (“Tranche Warrants”) giving access to notes (“OCA”) with share subscription warrants attached (“BSA”).
To date, TxCell has used €11.6 million of the €20 million facility, of which 56 OCA (representing a nominal amount of €5.6 million) have not yet been converted into TxCell’s shares. It is specified that, as at the date hereof, none of the 1,236,350 outstanding BSA has been exercised by Yorkville.
It is reminded that pursuant to an amendment agreement dated May 16, 2018, TxCell has the right, at any given time and at its sole discretion, to early redeem in cash up to 50% of the number of outstanding OCA on the date of submission of the redemption request, for a redemption amount equal to 110% of their aggregate par value.
Subject to the actual closing of the envisaged acquisition by Sangamo Therapeutics, Inc. of a majority stake of TxCell announced simultaneously on the date hereof, Yorkville and TxCell have agreed that the following actions shall be completed on or around such closing date:
- TxCell shall early redeem 50% of the outstanding OCA held by Yorkville (i.e. 28 OCA) for a total redemption amount of €3,080,000 (being 110% of their aggregate par value of €2,800,000);
- Yorkville shall convert the remaining 28 OCA into 1,866,666 new TxCell’s shares, at a fixed conversion price of €1.50; and
- TxCell shall buy back all of the 84 outstanding Tranche Warrants and the outstanding 1,236,350 BSA held by Yorkville for the lump sum of €1.00, for cancellation.
As a result of the abovementioned actions as well as of the potential exercise of some outstanding share subscription warrants which would be in the money at the price of the envisaged majority stake acquisition by Sangamo Therapeutics, Inc., the number of TxCell’s shares would amount to 25,527,032, on a fully diluted basis, at closing of such acquisition.
 Except for the first three installments which amounted to respectively €3 million, €2 million and €1.8 million.