October 1, 2018, 2.00pm CEST
TxCell SA (FR0010127662 – TXCL), a developer of cellular immunotherapies based on regulatory T cells (Tregs) for inflammation, autoimmunity and transplantation, today announces that the actions provided for by the agreement entered into between TxCell and Yorkville in July 2018 (the “Agreement”), to further improve the terms of its OCABSA financing program in the context of the closing of the acquisition by Sangamo Therapeutics, Inc. of a majority stake of TxCell, have now been completed as planned (see TxCell’s press release dated July 23, 2018). The OCABSA financing program is therefore terminated.
As a reminder, the OCABSA financing program consisted of monthly installments for a maximum nominal amount of €1.2 million each1 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”).
Pursuant to the Agreement, and in the context of the effective completion by Sangamo Therapeutics, Inc. of the acquisition of 53% of TxCell’s outstanding shares, Yorkville and TxCell have now completed the following actions:
- TxCell has redeemed 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 has converted the remaining 28 OCA into 1,866,666 new TxCell’s shares, at a fixed conversion price of €1.50; and
- TxCell has bought back for the lump sum of €1.00 and cancelled all of the 84 outstanding Tranche Warrants and the outstanding 1,236,350 BSA held by Yorkville.
As a result of the abovementioned actions, as well as of the exercise of some outstanding share subscription warrants, the number of TxCell’s shares amounts to 25,524,653, on a fully diluted basis, on the date hereof.
- Except for the first three installments which amounted to respectively €3 million, €2 million and €1.8 million.