6 unchanged sentences
Holders of Ordinary Shares
−Removed: As of March 9, 2022, there were approximately 209 holders of record of our ordinary shares and 1 holder of record of our ADSs.
+Added: As of February 28, 2023, there were approximately 395 holders of record of our ordinary shares and 2 holders of record of our ADSs.
The actual number of holders is greater than these numbers of record holders, and includes beneficial owners whose ordinary shares or ADSs are held in street name by brokers and other nominees.
5 unchanged sentences
During the year ended December 31, 2022, we issued the following unregistered securities:
−Removed: On February 22, 2021, the issuance of 7,500 ordinary shares to a non-U.S.
−Removed: employee upon exercise of 7,500 employee warrants (“bons de souscription de parts de créateur d’entreprise,” or “BSPCEs”) at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 38,475 euros;
−Removed: On March 23, 2021, the grant of an aggregate of 4,000 RSUs to a non-U.S.
−Removed: On March 23, 2021, the grant of an aggregate of 2,200 stock options to a non-U.S.
−Removed: Each stock option is exercisable at an exercise price of 9.30 euros;
−Removed: On May 12, 2021, the issuance of 10,200 ordinary shares to a non-U.S.
−Removed: employee upon exercise of 10,200 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 52,236 euros;
−Removed: On May 17, 2021, the issuance of 10,500 ordinary shares to a non-U.S.
−Removed: employee upon exercise of 10,500 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 53,865 euros;
−Removed: On May 18, 2021, the issuance of 10,800 ordinary shares to a non-U.S.
−Removed: employee upon exercise of 10,800 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 55,404 euros;
−Removed: On May 19, 2021, the grant of an aggregate of 20,000 RSUs to a non-U.S.
−Removed: On May 21, 2021, the issuance of 11,100 ordinary shares to a non-U.S.
−Removed: employee upon exercise of 11,100 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 56,943 euros;
−Removed: On May 26, 2021, the issuance of 21,000 ordinary shares to a non-U.S.
−Removed: employee upon exercise of 21,000 non-employee warrants (“bons de souscription d’action,” or “BSAs”) at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 107,730 euros;
−Removed: On May 28, 2021, the issuance of 11,400 ordinary shares to a non-U.S.
−Removed: employee upon exercise of 11,400 BSAs at an exercise price of 5.13 euros per warrant, for aggregate proceeds to the Company of 58,482 euros;
−Removed: On June 3, 2021, the grant of an aggregate of 39,185 BSAs to a Directors for aggregate proceeds to the Company of 229,232 euros.
−Removed: Each BSA is exercisable for one ordinary share at an exercise price of 10.75 euros;
−Removed: On October 7, 2021, the issuance of an aggregate of 20,000 ordinary shares to a non-U.S.
−Removed: employee upon settlement of RSUs;
−Removed: On November 22, 2021, the grant of an aggregate of 153,800 RSUs to a non-U.S.
−Removed: On November 22, 2021, the grant of an aggregate of 432,100 stock options to a non-U.S.
−Removed: Each stock option is exercisable at an exercise price of 5.87 euros;
−Removed: On November 22, 2021, the grant of an aggregate of 13,700 RSUs to our executive officers;
−Removed: On November 22, 2021, the grant of an aggregate of 420,400 stock options to our executive officers.
−Removed: Each stock option is exercisable at an exercise price of 5.87 euros;
−Removed: On November 24, 2021, the issuance of an aggregate of 58,675 ordinary shares to a non-U.S.
−Removed: employee upon settlement of RSUs;
−Removed: On December 20, 2021, the issuance of an aggregate of 5,400 ordinary shares to a non-U.S.
−Removed: employee upon settlement of RSUs.
+Added: Pursuant to the authorizations granted by the General Meeting of the Shareholders held on May 12, 2022, the Company offered the opportunity to subscribe for warrants to purchase ordinary shares on May 12, 2022, and on June 9, 2022, the Chief Executive Officer authorized a capital increase for an amount of €3,285,566.90 through the issue of (i) 32,855,669 New Shares with a par value of €0.10 each and (ii) the issuance of 28,276,331 prefunded warrants, with cancellation of shareholders’ preferential subscription rights in favor of Braidwell LP, funds advised by Baker Bros.
+Added: Advisor LP and BpiFrance Participations SA, existing shareholder of the Company and Venrock Healthcare Capital Partners;
+Added: On June 8, 2022, we entered into a securities purchase agreement with certain institutional and accredited investors pursuant to which we agreed to issue and sell to the investors i) 32,855,669 ordinary shares, nominal value €0.10 per share, at a price per ordinary share of €3.00 (corresponding to $3.22 on the basis of an exchange rate of $1.0739 = €1.00 published by the European Central Bank on June 8, 2022), and (ii) pre-funded warrants to purchase an aggregate of 28,276,331 ordinary shares (the “Warrant Shares”) at a pre-funded price per pre-funded warrant of €2.90 (corresponding to $3.11), which equals the per share price of the ordinary shares less the exercise price of €0.10 per Pre-Funded Warrant.
+Added: Each Pre-Funded Warrant has an exercise price of €0.10 per Warrant Share.
+Added: The Pre-Funded Warrants are exercisable at any time after their original issuance and will expire ten years following their issuance.
+Added: The exercise price and number of shares of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances, including stock splits, stock
+Added: dividends, reclassifications and the like.
+Added: The pre-funded warrants issued in the PIPE provide that the holder of the pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of ordinary shares outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”).
+Added: The holder may increase or decrease the Beneficial Ownership Limitation, provided, however, that the holder may only increase the Beneficial Ownership Limitation by (i) obtaining authorization from the French Ministry of Economy in the event the Beneficial Ownership Limitation is being raised above 9.99%, and (ii) by providing 61 days’ notice to the Company, except that in no event will the Beneficial Ownership Limitation exceed 19.99%.
+Added: The securities issued by us pursuant to the securities purchase agreement and to be issued upon exercise of the warrants were not registered under the Securities Act of 1933, as amended, or the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
+Added: Pursuant to the Registration Rights Agreement, the Company filed a registration statement with the Securities and Exchange Commission registering the resale of 59,269,629 ordinary shares issued in the PIPE financing, including ordinary shares underlying the pre-funded warrants.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, Regulation S, Regulation D or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701.
−Removed: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for
−Removed: investment only and not with a view to or for sale in connection with any distribution thereof.
+Added: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
All recipients had adequate access, through their relationships with us, to information about us.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.