THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW
Mithra completes EUR 20 million private placement in equity
Update of total number of voting rights (denominator)
Liege, Belgium, 28 August 2023 – 17:45 CEST – Mithra Pharmaceuticals SA (Euronext Brussels: MITRA) (the “Company” or “Mithra”), a company dedicated to Women’s Health, announces today that it completed the private placement of 10 million new shares for an amount of EUR 20 million in gross proceeds that it had announced on 24 August 2023 (the “Private Placement”).
H.C. Wainwright & Co. acted as the exclusive placement agent for the Private Placement.
As a result of the completion of the Private Placement, the share capital of the Company was increased from EUR 42,891,360.13 to EUR 50,212,360.13 and the number of issued and outstanding shares of the Company was increased from 58,587,058 to 68,587,058 ordinary shares, through the issuance of a total of 10,000,000 new shares at an issue price of EUR 2.00 per new share.
In accordance with article 15 of the Belgian Act of 2 May 2007 on the disclosure of major participations in issuers of which shares are admitted to trading on a regulated market and regarding miscellaneous provisions, following this capital increase’s completion Mithra now has 68,587,058 outstanding shares carrying voting rights (against 58,587,058 outstanding shares carrying voting rights previously).
Therefore, Mithra publishes the following updated information:
- Capital: EUR 50,212,360.13
- Total number of securities carrying voting rights: 68,587,058 (all ordinary shares)
- Total number of voting rights (= denominator): 68,587,058 (all relating to ordinary shares)
- Number of outstanding rights to subscribe to securities carrying voting rights:
- Pursuant to the share option plan of 5 November 2018: 1,394,900 subscription rights giving right to 1,394,900 ordinary shares
- Pursuant to the share option plan of 22 July 2020: 690,000 subscription rights giving right to 720,571 ordinary shares
- Pursuant to the share option plan granted to the lending shareholders of 7 September 2020: 300,000 subscription rights giving right to 313,292 ordinary shares
- Pursuant to the share option plan of 20 November 2020: 390,717 subscription rights giving rise to 390,717 ordinary shares
Furthermore, on 8th August 2022, the Company and the Lenders entered into a three-year term senior secured convertible facilities agreement for an amount of up to EUR 100 million, which can be drawn in three tranches. The first tranche of EUR 50 million was drawn upon signing of the agreement; the second tranche of EUR 25 million was drawn on 31st October 2022. As announced earlier, on 25 May 2023 and 23 August 2023, certain terms of the facilities agreement were amended.
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Mithra (Euronext: MITRA) is a Belgian biotech company dedicated to transforming Women’s Health by offering new choices through innovation, with a particular focus on contraception and menopause. Mithra’s goal is to develop products offering better efficacy, safety and convenience, meeting women’s needs throughout their life span. Mithra explores the potential of the unique native estrogen Estetrol in a wide range of applications in women health and beyond. After having successfully launched the first Estetrol–based product in 2021, the contraceptive pill Estelle®, Mithra is now focusing on its second product Donesta®, the next-generation hormone therapy. Mithra also offers partners a complete spectrum of solutions from early drug development, clinical batches and commercial manufacturing of complex polymeric products (vaginal ring, implants) and complex liquid injectables and biologicals (vials, pre-filled syringes or cartridges) at its technological platform Mithra CDMO. Active in more than 100 countries around the world, Mithra has an approximate headcount of 230 staff members and is headquartered in Liège, Belgium. www.mithra.com
ESTELLE® and DONESTA® are registered trademarks of Mithra Pharmaceuticals or one of its affiliates.
The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes”, “estimates,” “anticipates”, “expects”, “intends”, “may”, “will”, “plans”, “continue”, “ongoing”, “potential”, “predict”, “project”, “target”, “seek” or “should”, and include statements the Company makes concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company’s actual results may differ materially from those predicted by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.
The information contained in this announcement is for general information only and does not purport to be full or complete. This announcement does not constitute, or form part of, an offer to sell or issue, or any solicitation of an offer to purchase or subscribe for shares, and any purchase of, subscription for or application for, shares. This announcement and the information contained herein are not for publication, distribution or release in, or into, directly or indirectly, the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would be prohibited by applicable law or require registration thereof in, such jurisdiction. Any persons reading this announcement should inform themselves of and observe any such restrictions.
This announcement is not for distribution, directly or indirectly, in or into the United States. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”), and the securities may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) unless these securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. The Company and its affiliates have not registered, and do not intend to register, any portion of the offering or placement of the securities concerned in the United States, and do not intend to conduct a public offering of securities in the United States.
Any offer or placement of securities to which this announcement relates is only addressed to and directed at persons in the United Kingdom and member states of the European Economic Area (the “EEA”) (each a “Member State”) who are “qualified investors” within the meaning of Article 2(e) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended from time to time, to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA or, for the United Kingdom, as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (the “Prospectus Regulation”) (“Qualified Investors”), or such other investors as shall not constitute an offer to the public within the meaning of Article 3.1 of the Prospectus Regulation. Each person in the United Kingdom or a Member State who initially acquires any of the Company’s securities or to whom any offer or placement of the Company’s securities may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Company’s securities that are located in the United Kingdom or a Member State will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
In addition, any offer or placement of securities to which this announcement relates is in the United Kingdom, being distributed only to, and is directed only at, (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the “Order”), (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as ‘relevant persons’). The offering or placement of securities to which this announcement relates will only be available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This communication is not a prospectus for the purposes of the Prospectus Regulation. This communication cannot be used as basis for any investment agreement or decision. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the securities referred to herein.
No announcement or information regarding the offering, listing or securities of the Company referred to above may be disseminated to the public in jurisdictions where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering or listing of securities of the Company in any jurisdiction where such steps would be required, except for the admission of the new shares on the regulated market of Euronext Brussels. The issue, exercise, or sale of, and the subscription for or purchase of, securities of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
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