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

Company: Crossject Date: 2025-06-24 Language: English Register to download
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# **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

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.

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 euros<sup>1</sup> ).

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.

<sup>1</sup> The current conversion ratio would increase from 59,630.292 to 60,422.957.

# **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<br>shareholders'<br>equity in euros                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Base<br>Non | Primary<br>diluted | Total diluted basis with<br>conversion/amortisation of<br>OCAs(b) |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|--------------------|-------------------------------------------------------------------|--------|--|--|
| per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | diluted     | basis(a)           | Case 1                                                            | Case 2 |  |  |
| Before<br>issue<br>of<br>new shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | -0,05 €     | 0,16 €             | 0,27 €                                                            | 0,25 € |  |  |
| After<br>issue<br>of<br>4,089,628<br>new<br>shares (i.e. 115% of<br>the<br>Offer<br>following exercise<br>of the extension<br>clause)                                                                                                                                                                                                                                                                                                                                                                                                                          | 0,07 €      | 0,25 €             | 0,35 €                                                            | 0,33 € |  |  |
| Reflects the dilution of :<br>(a)<br>•<br>950,700 free shares granted by the Company during the vesting<br>period.<br>•<br>3,635,556 warrants issued in December 2024 may give the right to<br>subscribe to a total of 4,606,249 shares at a price of 2.25 euros per<br>share, after adjustment for the transaction.<br>(b) Reflects the circumstances in which the bonds convertible into new<br>shares and redeemable for shares (OCAs) issued on February 28, 2024<br>and February 7, 2025 may be exercised, in accordance with the terms<br>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<br>-<br>price of 1.655 euros after adjustment arising from the<br>transaction (which is subject to adjustment).<br>The Company makes no repayments in shares.<br>-                                                                                                          |
|-----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Case 2                | The OCA holder chooses not to convert any OCAs into shares.<br>-<br>The Company has opted to redeem all of the OCAs in shares<br>-<br>and the<br>redemption based on a floor price of 1 euro (subject<br>to the investor holding 9.99% of the Company's capital).                                                                        |
| Common<br>assumptions | Calculated on the basis of the number of shares comprising<br>-<br>the Company's share capital prior to completion of the<br>transaction, i.e. 46,230,596 shares.<br>The holder of the convertible bonds never holds more than<br>-<br>9.99% of the Company's share capital at the time of each<br>conversion or redemption into shares. |

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

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<br>a shareholder<br>holding 1% of the                                                                     | Base           | Primary             | Total diluted basis with<br>conversion/amortisation of<br>OCAs(b) |        |  |  |
|---------------------------------------------------------------------------------------------------------------------------|----------------|---------------------|-------------------------------------------------------------------|--------|--|--|
| capital prior to<br>the offer                                                                                             | Non<br>diluted | diluted<br>basis(a) | Case 1                                                            | Case 2 |  |  |
| Before issue of<br>new shares                                                                                             | 1,00 %         | 0,89%               | 0,82%                                                             | 0,78%  |  |  |
| After issue of<br>4,089,628 new<br>shares (i.e. 115% of<br>the Offer<br>following<br>exercise of the<br>extension clause) | 0,93%          | 0,82%               | 0,76%                                                             | 0,73%  |  |  |
| (a)<br>Reflects<br>the dilution of :<br>•<br>950,700 free shares granted by the Company during the vesting<br>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;

- 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 periodend" 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:

![](_page_5_Picture_10.jpeg)

**Investor Relations** investors@crossject.com

## **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

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.