Biom’up launches a private placement financing of a minimum of €7 million

• Delivery of the new 8,700 sqm production facility expected in 2021
• Financial information update
Saint-Priest, France, December 5, 2018, 6:00 p.m. (C.E.T.) – Biom’up (the “Company”), a specialist in
surgical hemostasis, announces the launch of a capital increase by the issuance of new shares without
preferential subscription rights for the benefit of a category of beneficiaries (the “Offer”). Biom’up wishes to
raise a minimum of €7 million.
Objectives
The proceeds of the Offering are mainly intended to provide the Company with additional resources to
accelerate its development. Accordingly, the net proceeds from the funds raised within the framework of the
Offering, i.e. a minimum of €7 million, will allow the Company to finance, in the following order of priority and
in equal proportions:
− the continuation and ramp up of clinical development for HEMOBLASTTM Bellows in abdominoplasty
surgery, knee surgery and spinal surgery.
− continuing expenditures for the construction of the new production plant near the existing site (the
Company now estimates this new plant could supply up to 500,000 units of HEMOBLAST Bellows
by the end of 2021 v. 2020 initially).
To achieve its 2022 target of a 15% market share in the United States and the main European
countries, the Company will need additional financing.
− ongoing efforts to deploy the sales force in the United States and Europe, ramping up efforts
devoted to marketing and training practitioners and the Company’s ordinary operating activities.
Structure of the Offering
The New Shares (the “New Shares”) will be offered in connection with a capital increase, entailing the
cancellation of preferential subscription rights for the benefit of categories of persons set by the 5th resolution
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of the extraordinary general meeting of the shareholders of June 5, 2018, in compliance with article L. 225-
138 of the French commercial code (the “Capital Increase”).
These categories include notably one or more companies or French or foreign investment funds who
customarily invest, or have invested more than €1 million during the 36 months preceding the date of the
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Preferential subscription rights
The issue of New Shares will be made with the cancellation of preferential subscription rights reserved for
categories of beneficiaries in compliance with the provisions of article L.225-135 of the French Commercial
Code.
In this framework, at the General Meeting of June 5, 2018 (5th resolution) the Company’s shareholders
decided to cancel their preferential subscription rights for the benefit of investors meeting the above
characteristics.
Subscription price
The final conditions of the Offer, including the subscription price and the impact of the issue of New Shares
on the percentage of capital held and the situation of the shareholder will be announced as soon as possible
by the issuance of a press release.
Indicative timetable for the Offer
December 5, 2018
(post-closing)
Decision of the Board of Directors deciding on the launch of the Offer and its main procedures.
Press release announcing the launch of the Capital Increase
December 6, 2018 Decision of the Board of Directors setting the issue price of the New Shares and the final procedures of the
Offer (or the chief executive officer when this authority has been delegated to the latter) (before the opening
of trading on the stock market)
Execution of the Underwriting Agreement
Press release announcing the Offer price and the final amount of the Capital Increase (before the opening
of trading)
December 7, 2018 Publication by Euronext of the notice of admission of the New Shares to trading
December 10, 2018 Settlement-Delivery and admission to trading of the New Shares on Euronext Paris.
Update of information concerning the company
The Company was created in 2005 with the objective of designing and producing implantable, resorbable
biomaterials and medical devices derived from biopolymers like collagen. The Group has also developed a
new generation of hemostasis products composed of patent-protected biopolymers.
The development strategy is now focused on (i) HEMOBLAST Bellows, a hemostatic powder (acting to
control minimal to moderate bleeding during surgical procedures) equipped with a bellows applicator and
(ii) HEMOSNOWTM, a hemostatic dry powder enabling mechanical or activation for minimal bleeding during
surgical procedures. The HEMOBLAST product range can be used in many surgical fields only with the
applicator or in conjunction with a 10 cm cannula in most open surgical procedures or with the assistance
of a 35 cm laparoscopic cannula in laparoscopy for example.
HEMOBLAST Bellows obtained CE marking in December 2016. In the United States, following completion
of the Premarket Approval (PMA), in December 2017, the Group received FDA marketing approval in the
United States for HEMOBLAST Bellows, 7 months in advance of the original plan.
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The product’s official commercial launch in Europe and the United States took place in the summer of 2018,
with the first sales recorded in July 2018.
Thanks to the productivity improvement, the doubling of the number of shifts, and the expansion of the
capacity of production of HEMOBLAST Bellows subsequent to the capacity freed up by the discontinuation
of legacy products, the production site in Saint-Priest is now able to produce 4,000 units of HEMOBLAST
Bellows per month. This capacity is anticipated to increase to 7,000 units per month by the first semester of
2019. Delivery of a new 8,700 sqm production facility is now expected in 2021 v. 2020 initially; the Company
anticipating this new site to produce up to 500,000 units of HEMOBLAST Bellows per year by end of 2021.
In order to achieve the 15% market shares in the United States of America and main European countries in
2022, the Company will need additional financing.
Net working capital
Since its creation, the Company has financed its growth by strengthening its equity through successive
capital increases, and by obtaining public grants for innovation, the reimbursement of research tax credit
receivables and through bank borrowings through bond issues.
The cash balance was at €33.1 million at September 30, 2018 and €28.8 million at October 31, 2018. The
Company has completed a specific review of its liquidity risk and considers that it is unable to honor the
terms for future payments (based on a qualified situation of deficiency as of the September 2019). The
working capital deficiency would attain a maximum amount of €6.8 million within 12 months, i.e. end of
December 2019. The Company however considers the net proceeds of the Offer will b
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Nature of the dilutive instruments Number of instruments Potential new shares
BSPCE founders’ warrants (Bons de
souscription de parts de créateur
d’entreprise)
0 0
Stocks options 418,705 418,705
Warrants 217,320 492,320 *
Restricted stock units 406,360 406,360
Total 1,042,385 1,317,385 **
* Increase to a maximum of 612,320 new shares, taking into account the 120,000 new shares that could be issued
from exercising the BSA warrants attached to the bond subscribed by Athyrium in respect of the second tranche of
€10 million, not yet issued on this date.
** Increase to a maximum of 1,437,385 new shares, taking into account the 120,000 new shares that could be issued
from exercising the BSA warrants attached to the bond subscribed by Athyrium Capital Management L.P. in respect
of the second tranche of €10 million, not yet issued on the date of the Prospectus.
Biom’up USA, Inc.
Biom’up USA, Inc. is the US subsidiary of the Company responsible for the distribution of the Group’s
products in its priority market, the United States. On September 18, 2018 Biom’up USA Inc., appointed
Mr. William Spotnitz, also the Group’s Chief Medical Officer, as Chief Executive Officer, in replacement of
Mr. Etienne Binant, also the Company’s Chief Executive Officer (directeur général), now occupying the
offices of Chairman of Biom’up USA, Inc. In light of the progress and success of the US subsidiary under
Mr. Etienne Binant’s management between March 2015 and September 2018, this subsidiary granted him
a bonus of a net amount in US dollars equal to €490,095.
Availability of the registration document and the interim financial report
Detailed information about Biom’up, notably relating to its business, results, outlook and the corresponding
risk factors is provided in the Company’s registration document for 2017, filed with the AMF on May 28,
2018 (No. R.18-043), and in the interim financial report for the six-month period ended June 30, 2018 which
may be consulted along with other regulated information and all press releases of the Company at the
Biom’up website (www.biomup.com).
Contacts
Biom’up
Chief Financial Officer
Jean-Yves Quentel
investisseurs@biomup.com
+33 4 86 57 36 10
MC Services AG
International Investor and Public
Relations
Anne Hennecke
anne.hennecke@mc-services.eu
+49 211 529252-22
Alize RP
Investor Relations
Caroline Carmagnol
biomup@alizerp.com
+33 6 64 18 99 59
About HEMOBLAST
HEMOBLAST Bellows is a hemostatic product to control bleeding in a broad range of surgical procedures,
such as cardiac surgery, general surgery, and orthopedic surgery, etc. Biom’up conducted a successful
clinical trial in the United States with 412 patients admitted to cardio-thoracic, abdominal or orthopedic
(lower limb) surgeries which met all of its primary and secondary endpoints. Given the compelling
preliminary results (93 % effectiveness at 6 minutes, compared with 74 % for the control arm), the
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Independent Data Monitoring Committee (IDMC) unanimously recommended to stop the study after an
interim analysis of the data, which allowed the company to accelerate the submission of its filing for
premarket approval (PMA) to regulatory authorities in June 2017.
After obtaining expedited FDA approval for HEMOBLAST Bellows in December 2017, 7 months ahead of
original plan, Biom’up’s efforts are focused on industrial and commercial activities and the recruitment of
sales and marketing teams in the U.S. to prepare the planned commercial roll-out of our lead product in the
United States.
On July 12, 2018, Biom’up obtained CE Marking for its HEMOBLAST Bellows Laparoscopic Applicator
designed to deliver the HEMOBLAST Bellows powder in minimally-invasive procedures. This has opened
the way for the Company in a new market segment representing approximately 500,000 surgeries per year
in Europe. In addition, on July 2, 2018 the Company filed a PMA supplement to obtain approval for
HEMOBLAST Bellows for all laparoscopic surgical procedures in the United States.
About Biom’up
Founded in 2005 and based in the Lyon suburb of Saint-Priest (France), Biom’up designs hemostatic
products based on patented biopolymers that aim to simplify surgical procedures in numerous specialties
(spine, cardiothoracic, general, orthopedic, plastic) and give patients a better quality of life.
Since its creation, Biom’up has benefited from the support of prominent European investors such as
Bpifrance, Innobio, Gimv, Lundbeckfond, Mérieux Participation, SHAM and ACG, as well as all the
company’s managers, who have invested €2 million in equity. Biom’up successfully completed its IPO on
Euronext Paris, raising €42.5 million in October 2017. This has been followed by a €16 million capital
increase in February 2018 and a €25 million bond financing agreement with Athyrium Opportunities III
Acquisition LP, a US fund specializing in innovative companies in the healthcare sector, in March 2018.
Warning
This document and the information contained herein do not constitute an offer to sell or purchase, or the
solicitation of an offer to sell or purchase, securities of Company.
No disclosures or other any information relating to the issue of Company’s shares may be distributed to the
public in any jurisdiction where a registration or approval is required. No formalities have been or will be
undertaken in any jurisdiction outside France where such measures would be required. The offering or
subscription of the shares may be subject to specific legal or regulatory restrictions in certain jurisdictions.
The Company assumes no responsibility for any violation of such restrictions by any person.
This document does not constitute and shall not be construed as constituting a public offer or offer to
purchase nor a solicitation to the public in connection with a public offering. The distribution of this document
may in certain countries be governed by specific regulations. Any persons in possession of this document
should seek advice on and comply with any local restrictions.
This announcement is an advertisement and does not constitute a prospectus within the meaning of
Prospectus Directive (as defined below), to the extent such Directive has been transposed in each of the
Member States of the European Economic Area.
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With regard to Member States of the European Economic Area (including France) (the “Member States”)
that have transposed the Prospectus Directive, no action has been taken or will be taken to make an offer
to the public of the securities requiring a publication of a prospectus in one of the Member States. As a
result, the securities of the Company may not and will not be offered in any Member State other than France,
except in accordance with the exemptions set forth in Article 3 of the Prospectus Directive.
For the purposes of this provision, an “offer to the public” in relation to the new or existing shares of the
Company in any Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to enable an investor to decide
to purchase or subscribe for the securities, as modified, if applicable, by the Member State. “Prospectus
Directive” herein refers to the Directive 2003/71/EC (as amended, including by Directive 2010/73/EC), and
any relevant transposition measure in the Member State.
This document may not be distributed, directly or indirectly in the United States of America. This document
is neither an offer of securities for sale nor the solicitation of an offer to purchase securities in the United
States of America or any other jurisdiction where such offer may be restricted. The securities of the
Company may not be offered or sold in the United States of America absent registration or an exemption
from registration under the US Securities Act of 1933, as amended (“US Securities Act”). The securities of
the Company have not been and will not be registered under the U.S. Securities Act and the Company does
not intend to make a public offer of its securities in the United States of America.
In the United Kingdom, distribution of this document (referring to any form of communications) is subject to
restrictions provided for by article 21 (restrictions relating to “financial promotion” of the Financial Services
and Markets Act 2000 (” FSMA”). This document is distributed to, and is directed only at persons who are
(i) investment professionals under Article 19(5) of the FSMA (Financial Promotion Order) 2005 (the “Order”)
as amended, (ii) persons falling within Article 49(2)(a) to (d) of the Order and (iii) any person to which this
document may be legally transmitted (all persons mentioned in (i), (ii) and (iii) together being referred to as
“Relevant Persons”. This document must not be acted on or relied on in the United Kingdom by persons
who are not Relevant Persons. Any investment to which this document relates may be proposed to or
engaged in the United Kingdom only with Relevant Persons. By receiving this document, you must notify
the Company that you are among the categories of persons mentioned above.