24/06/2025 19:00
CROSSJECT announces a successful capital increase of €5.7 million following full exercise of the extension clause
Télécharger le fichier original

INFORMATION REGLEMENTEE

This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.




Press release

CROSSJECT announces a successful capital
increase of €5.7 million following full
exercise of the extension clause

• Transaction raised to over 5.7 million euros following full exercise of the extension
clause.
• Total demand of over 9,2 million euros, representing an oversubscription rate of
1.84x.
• Transaction benefited from the support of Gemmes Venture and investment by
new investor Vatel Capital.


Dijon, France June 24, 2025 (7.00 PM CET) -- CROSSJECT (ISIN: FR0011716265; Euronext:
ALCJ), the specialty pharmaceutical company in late-stage clinical and regulatory
development of ZEPIZURE®, its emergency treatment for the management of epileptic
seizures based on the award-winning ZENEO® needle-free auto-injector, announces the
successful completion of its capital increase with preferential subscription rights ("DPS"),
for a gross amount of 5,725,479.20 euros after full exercise of the extension clause and for
a net amount of approximately 5,458,093.69 (the "Offer").
This financing is an important step in the final registration phases of ZEPIZURE® and the
continuation of initial commercial production stages. The transaction was carried out at a
subscription price of 1.40 euros, representing a 22.6% discount to the closing price on June
3, 2025.
Patrick ALEXANDRE, Chairman of the Management Board, comments: "We would like to
thank our shareholders for their subscriptions, which exceeded our initial target by almost
100%. Our special thanks go to Gemmes Venture, which enabled us to bring in funds managed
by Vatel Capital. We are entering the final steps of the ZEPIZURE® story with confidence, in
line with our May communication and in phase with the process managed by our American
partner, with the financial security needed for pre-commercialization."


Objectives of the transaction

As announced on May 7 and May 20, CROSSJECT continues to focus on the preparation of
the EUA submission to the FDA and remains on schedule with final production of the
validation batches in June. CROSSJECT will transfer this data, the final addition to the
1
This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.

ZEPIZURE® EUA submission platform, to its American partner who started on and
manages the filing. CROSSJECT expects a first confirmation of receipt from the FDA one
month after submission. In addition, CROSSJECT has started a first manufacturing cycle of
EUA batches, intended for the first delivery of the CHEMPACK program as part of the US
national preparedness against chemical threats, in agreement with its American partner,
the Biomedical Advanced Research and Development Authority (BARDA). CROSSJECT
continues to allocate a significant portion of its resources also to its infrastructure in the
USA and to its other product candidates.

CROSSJECT is continuing as planned with the other stages in the development of
ZEPIZURE® for its second NDA filing in the second quarter of 2026, as well as
developments relating to ZENEO® Adrenaline and ZENEO® Hydrocortisone.

The Company intends to use the net proceeds of the issue as follows:
- Approximately 60% will be allocated to the final development phases of ZEPIZURE® and
to the start-up of the initial production stages, including the build-up of related inventories,
prior to any reimbursement by its American partner;
- Around 40% will be used to finance R&D for its other projects, ZENEO® Adrenaline and
ZENEO® Hydrocortisone, to repay certain financial creditors, and to cover the company's
general and administrative expenses and development costs, particularly in the United
States.


With the net proceeds of the issue, the Company estimates that its net working capital
would be sufficient to meet its obligations until the end of 2025, assuming the first
payments from its American partner following the first deliveries. In order to preserve its
financial flexibility and ensure its cash flow in 2025 until receipt of these first payments,
expected from the third quarter onwards, the Company is continuing to evaluate dilutive
and non-dilutive financing complements. The Company could also receive additional
funds from the exercise of the warrants issued on December 13, 2024, up to a maximum
amount of around €10.3 million, to meet additional financing needs. Future payments from
its US partner beyond 2025 will be a major contribution to the Company's financing needs.


Legal framework

On June 4, 2025, the Chairman of the Executive Board, acting on the basis of the 7th and
13th extraordinary resolutions of the Combined General Meeting of June 27, 2024, in
accordance with the authorization granted to him by the Supervisory Board on May 19,
2025 and pursuant to the sub-delegation granted to him by the Executive Board on May
19, 2025, decided to carry out a capital increase through the issue of ordinary shares with
pre-emptive subscription rights.


Operation results

Following a subscription period which ended on June 20, 2025, total demand amounted
to 6,550,458 shares, i.e. an oversubscription of 1.84x compared with the 3,556,199 shares
initially proposed. In view of the level of demand recorded, the Company has decided to
exercise the extension clause in full, i.e. 533,429 additional shares, bringing the total gross
amount of the capital increase to 5,725,479.20 euros, for a total of 4,089,628 new shares
issued at a price of 1.40 euro per share, i.e. a capital increase of a nominal amount of
408,962.80 euros, together with a share premium of 5,316,516.40 euros.


2
This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.

1/ 3,030,685 new shares were subscribed on a irreducible basis, representing an 85.22%
exercise rate;

2/ 3,423,223 new shares have been requested on a reducible basis. Only 1,058,943 shares
will be allotted after reduction, i.e. 25.89% of the new shares to be issued; these shares will
be allotted according to a coefficient of 0.0846828 calculated on the basis of the number
of rights presented in support of irreducible subscriptions, without taking into account
fractions, and without the allotment being greater than the number of shares requested
on a reducible basis.



Subscription by Gemmes Venture and the Company's shareholders

Following the capital increase, the Company's share capital will amount to €5,032,022.40,
comprising 50,320,224 shares with a par value of €0.1 each.

Gemmes Venture, a shareholder representing 24.7% of the Company's capital (on an
undiluted basis) prior to the transaction, has given its support to the transaction,
subscribing a total of €62,460. Following the transaction, Gemmes Venture will hold
approximately 22.0% of the share capital (on an undiluted basis).

The OCA holder affiliated with Heights Capital Management, Inc. ("Heights") has
subscribed, in accordance with its intention, to the capital increase by offsetting against its
claim of 555,645 euros corresponding to the cash redemption of the convertible bonds
redemption due on April 28, 2025.

Vatel Capital ("Vatel Capital"), which had irrevocably undertaken on June 4, 2025 to
subscribe to the capital increase on an irreducible and reducible basis for a total amount
of 2,000,000 euros, subscribed to the capital increase through various funds for an amount
of €1,841,518.



Company's abstention undertaking

The Company has agreed to a confidentiality undertaking for a period expiring 90 calendar
days following the settlement-delivery date of the new shares, subject to certain
customary exceptions.



Preservation of the rights of holders of bonds convertible into new redeemable shares
(OCAs) and share subscription warrants (BSAs)

In accordance with regulations and the terms and conditions of the OCAs, the conversion
price of the OCAs will be adjusted on June 27, 2025 (from 1.667 euros to 1.655 euros1 ).

In accordance with regulations and the terms and conditions of the warrants, the exercise
ratio of the warrants has also been adjusted, from 1.25 (4 warrants then giving the right to
subscribe for 5 new shares) to 1.267.


1
The current conversion ratio would increase from 59,630.292 to 60,422.957.
3
This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.



Impact of capital increase on shareholders' equity per share

The table below summarizes the dilutive impact of the capital increase in euros on
shareholders' equity per share under different dilution scenarios linked to the issue (taking
into account adjustments arising from the transaction):

Impact on Total diluted basis with
shareholders' Base Primary conversion/amortisation of
equity in euros Non- diluted OCAs(b)
per share diluted basis(a) Case 1 Case 2
Before issue of
-0,05 € 0,16 € 0,27 € 0,25 €
new shares
After issue of
4,089,628 new
shares (i.e. 115% of
the Offer 0,07 € 0,25 € 0,35 € 0,33 €
following exercise
of the extension
clause)
(a) Reflects the dilution of :
• 950,700 free shares granted by the Company during the vesting
period.
• 3,635,556 warrants issued in December 2024 may give the right to
subscribe to a total of 4,606,249 shares at a price of 2.25 euros per
share, after adjustment for the transaction.
(b) Reflects the circumstances in which the bonds convertible into new
shares and redeemable for shares (OCAs) issued on February 28, 2024
and February 7, 2025 may be exercised, in accordance with the terms
set out below.


The dilution cases relating to the OCAs are based on the following assumptions:

Case 1 - In the event of conversion of all the OCAs at the conversion
price of 1.655 euros after adjustment arising from the
transaction (which is subject to adjustment).
- The Company makes no repayments in shares.
Case 2 - The OCA holder chooses not to convert any OCAs into shares.
- The Company has opted to redeem all of the OCAs in shares
and the redemption based on a floor price of 1 euro (subject
to the investor holding 9.99% of the Company's capital).
Common - Calculated on the basis of the number of shares comprising
assumptions the Company's share capital prior to completion of the
transaction, i.e. 46,230,596 shares.
- The holder of the convertible bonds never holds more than
9.99% of the Company's share capital at the time of each
conversion or redemption into shares.


Impact of the capital increase on the situation of the 1% shareholder who did not
subscribe to the transaction


4
This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.

For information purposes, the impact of the capital increase on the situation of a
shareholder holding 1% of CROSSJECT's share capital prior to the capital increase and
not subscribing to it would be as shown below.


Shareholding of Total diluted basis with
a shareholder conversion/amortisation of
holding 1% of the Base Primary OCAs(b)
capital prior to Non- diluted Case 1 Case 2
the offer diluted basis(a)
Before issue of
1,00 % 0,89% 0,82% 0,78%
new shares
After issue of
4,089,628 new
shares (i.e. 115% of
the Offer 0,93% 0,82% 0,76% 0,73%
following
exercise of the
extension clause)
(a) Reflects the dilution of :
• 950,700 free shares granted by the Company during the vesting
period.
• 3,635,556 warrants issued in December 2024 may give the right to
subscribe to a total of 4,606,249 shares at a price of 2.25 euros per
share, after adjustment for the transaction.
(b) Reflects the circumstances in which the bonds convertible into new
shares and redeemable for shares (OCAs) issued on February 28, 2024
and February 7, 2025 may be exercised, in accordance with the terms
and conditions set out below.

CROSSJECT is advised in this transaction by D'Hoir Beaufre Associés.

CIC Market Solutions acts as Lead Manager and Bookrunner.


Delivery date and listing of the New Shares

The new shares, which will be subject to all the provisions of the Articles of Association,
will be issued with dividend rights. They will be assimilated to existing shares as soon as
they are issued.

They will be the subject of an application for admission to trading on Euronext Growth.
They will be listed on the same line as existing shares and will be fully assimilated to them
as soon as they are admitted for trading.

Settlement-delivery and listing of the new shares on Euronext Growth Paris is scheduled
for June 27, 2025.


Risk factors relating to the Offer

• Shareholders who did not exercise their pre-emptive rights will see their interest in
the Company's capital diluted;

5
This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.


• The market price of the Company's shares could fluctuate and fall below the
subscription price of the new shares at any time after the close of the offering;
• The volatility and liquidity of the Company's shares could fluctuate significantly;
• Shareholders could see their stake in the Company's capital diluted in the event of
a new call on the market.


Issuer risk factors

The Company draws the public's attention to the risk factors relating to its activities
presented in section 8. Analysis of business trends in relation to the volume and complexity
of business in its 2024 annual report, online on the Company's website
(www.crossject.com) and in notes 3. a) "Going concern" and 27 "Events after the period-
end" to the 2024 annual financial statements.



About CROSSJECT

CROSSJECT SA (Euronext: ALCJ; www.CROSSJECT.com) is an emerging specialty
pharmaceutical company. It is in advanced regulatory development for ZEPIZURE®, an
emergency treatment in the management of epileptic seizures for which CROSSJECT has
woń a $60 million contract* from BARDA. ZEPIZURE® is based on the award-winning
ZENEO® needle-free auto-injector, which enables patients and their untrained caregivers
to easily and instantly perform an intramuscular injection in emergency situations, on bare
skin or even through clothing. The company is currently developing other products,
notably for the emergency treatment of allergic shock, adrenal insufficiency, opioid
overdoses and asthma attacks.

* Project funded in whole or in part under contract 75A50122C00031 with the U.S. Department
of Health and Human Services (HHS); Administration for Strategic Preparedness and
Response; BARDA.


For further information, please contact:




Investor Relations
investors@crossject.com




6
This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.

Warning
This document and the information contained herein do not constitute an offer to sell or
purchase or a solicitation of an offer to sell or purchase any securities of CROSSJECT.

No communication or information relating to the issue by the Company of its shares may
be distributed to the public in any country in which registration or approval is required. No
steps have been or will be taken in any country in which such registration or approval
would be required. The issue or subscription of shares may be subject to specific legal or
regulatory restrictions in certain countries. The Company assumes no liability for any
breach by any person of such restrictions.

This document does not constitute, and shall not be deemed to constitute, an offer to the
public, an offer to purchase, or an offer to solicit public interest in a public offering. The
distribution of this document may, in certain countries, be subject to specific regulations.
Persons in possession of this document must inform themselves of any local restrictions
and comply with them.

With regard to the Member States of the European Economic Area (including France) (the
"Member States"), no action has been or will be taken to permit a public offering of the
securities, the subject of this document, requiring the publication of a prospectus in any of
the Member States. Consequently, the Company's securities cannot and will not be offered
in any Member State, except in accordance with the exemptions provided for in Article 1(4)
of the Prospectus Regulation or in other cases not requiring the publication by the
Company of a prospectus under Article 1 of the Prospectus Regulation and/or the
regulations applicable in that Member State.

For the purposes of this disclaimer, the term "offer to the public" in relation to any shares
of the Company in any Member State means the communication, in any form and by any
means, of sufficient information about the terms of the offer and the securities to be
offered, so as to put an investor in a position to decide to purchase or subscribe to the
securities, as may be modified by the Member State. The term "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended from time to time, and includes any
relevant implementing measures in the Member State.

This document does not constitute an offer of securities or a solicitation to purchase
securities of the Company in the United States or any other jurisdiction in which such offer
or solicitation may be restricted. The Company's securities may not be offered or sold in
the United States absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The Company's securities have
not been and will not be registered under the Securities Act, and the Company does not
intend to make a public offering of its securities in the United States.

The distribution of this document (including any form of communication) is subject to the
restrictions set out in Section 21 Restrictions on Financial Promotion of the Financial
Services and Markets Act 2000 ("FMSA"). This document is intended for and directed only
at persons who (i) are outside the United Kingdom, (ii) have professional experience in
matters relating to investments and are "investment professionals" as that term is defined
in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (iii) are referred to in Article 49(2)(a) to (d) ("high net worth
companies", "unincorporated associations", etc.) of the Order, and (iv) are not resident in the
United Kingdom.) of the Order, and (iv) any other person to whom this document may
lawfully be communicated (all such persons referred to in (i), (ii), (iii) and (iv) together being
referred to as the "Qualified Persons"). This document must not be used in the United


7
This press release may not be published, distributed or disseminated, directly or indirectly, in the United States of
America, the European Union or any other country, Australia, Canada or Japan.

Kingdom by persons who are not Qualified Persons. Any investment relating to this
document may only be offered to or made in the United Kingdom with Qualified Persons.

This press release may not be published, transmitted or distributed directly or indirectly in
the United States of America, Canada, Australia or Japan.




8