The pages contain information relating to an offering by TME PHARMA N.V. that is exempted under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and the Dutch Exemption Regulations pursuant to the Dutch Financial Supervision Act (Vrijstellingsregeling Wft) (considering total consideration being less than EUR 5 million).
This information is not intended for residents of the United Kingdom, United States, Australia, Canada or Japan.
You may not access these materials unless you are a resident of France, Germany, Belgium, the Netherlands, and Luxemburg, or a “qualified investor” resident in a member state of the European Union other than France, Germany, Belgium, the Netherlands, and Luxemburg having implemented the Directive 2003/71/CE. The materials are not intended for, and must not be accessed by or distributed to persons resident or physically present in any other jurisdiction.
HISTORICAL INFORMATION ON THE TRANSACTION
TME PHARMA LAUNCHES CAPITAL INCREASE WITH PREFERENTIAL RIGHTS ISSUE WITH WARRANTS ATTACHED
The launch of capital increase through preferential right issue comes with the subscription commitment for €2.7 million (gross). The guaranteed funds will extend the company’s cash runway past next clinical and regulatory milestones in Q1 2024 for the lead asset NOX-A12 in newly diagnosed brain cancer patients. The financial visibility will allow TME Pharma to receive feedback from the US Food and Drug Administration (FDA) on the Investigational New Drug (IND) filing and expedited regulatory pathways applications in the US, such as Fast-Track. Warrants associated with the transaction offer potential to raise an additional €2.2 million (gross) and extend cash runway into September 2024 if fully exercised.
Required by the investor group guaranteeing the transaction, the company will use part of the proceeds to repurchase 898 out of 1,898 outstanding convertible bonds and subjects the remaining 1,000 convertible bonds to a lock-up until April 1, 2024, in exchange for a flat fee.
The operation offers current shareholders subscription rights to participate in capital raise issuing shares with warrants attached and maintain their holding in the company without being diluted.
Key Preferential Rights Issue details:
- Preferential subscription right: 1 preferential subscription right (PSR) will be awarded for 1 ordinary share held on November 27, 2023
- Subscription rate: Each 3 PSRs give right to subscribe for 5 ABSA Y (5 new shares with 5 Warrants Y attached)
- Subscription price: €0.25 per ABSA Y
- Subscription period: From November 30 to December 11, 2023 (inclusive)
- Issuance date: December 18, 2023
ABSA are shares with warrants attached. There are two types of ABSA: ABSA Y, containing one new share and one Warrant Y, and ABSA Z, containing one new share and one Warrant Z.
Warrants Y:
- Each series of 5 Warrants Y entitle a holder to subscribe for 2 ABSA Z (2 new shares with 2 Warrants Z attached)
- Warrant Y will have an exercise price of €0.25
- Warrant Y maturity: February 16, 2024, with two periods of exercise. Warrants Y that have not been exercised by the end of the exercise period will become null and void. See Warrants Terms & Conditions for further details.
Warrants Z:
- Each series of 4 Warrants Z entitle a holder to subscribe for 5 new shares
- Warrant Z will have an exercise price of €0.20 per share
- Warrant Z maturity: June 30, 2025, with one period of exercise per quarter. Warrants Z that have not been exercised by the end of the final exercise will become null and void, without value. See Warrants Terms & Conditions for further details.
| Settlement date | Warrants exercised | Shares issued | Exercise value |
| Jan 23, 2024 | 974,365 Warrants Y | 389,746 | € 97,437 |
| Feb 23, 2024 | 8,539,955 Warrants Y | 3,415,982 | € 853,996 |
| Mar 28, 2024 | 479,624 Warrants Z | 599,530 | € 119,906 |
| Exercise potential of outstanding warrants | |||
| latest on June 20, 2025 | 3,326,104 Warrants Z | 4,157,630 | € 831,526 |
More information related to the capital increase can be found in the following materials:
- Terms & Conditions of the Warrants
- Information Document for the Dutch Authority for the Financial Markets
- Webinar recording (French with English subtitles), Webinar slides
Press Releases:
| Date | Title | Download | ||
| 2024, March 28 08:00 a.m. | TME Pharma provides results of first exercise of Warrants Z |  |  | |
| 2024, February 23 08:00 a.m. | TME Pharma provides results of final exercise of Warrants Y: Additional €854k raised and extension of cash runway from May into July 2024 | | | |
| 2024, January 23 06:00 p.m. | TME Pharma provides update on number of outstanding shares and warrants following first Warrant Y exercise period | | | |
| 2023, December 14 08:00 a.m. | TME Pharma announces results of successful capital increase with preferential subscription rights for €2.7 million | | | |
| 2023, November 28 08:00 a.m. | TME Pharma announces the initiation of the listing of preferential subscription rights for fully guaranteed €2.7 million capital increase | | | |
| 2023, November 24 06:00 p.m. | TME Pharma launches fully guaranteed €2.7 million preferential rights issue with warrants attached combined with buyback of convertible debt | | | |