Amoeba : Amoba announces the signature of an amendment to the contract for the issue of bonds convertible into shares

PRESS RELEASE

AMOEBA announces the signature of an amendment to the contract for the issue of bonds convertible into shares with an incentive program (OCAPI)

Chassieu (France), March 09, 2020 – AMOEBA (FR0011051598 – AMEBA), producer of a biological biocide capable of eliminating the risk in water and human wounds, and of a biocontrol product for plant protection, still in the testing phase, announces the signature of an amendment to the contract for the issue of bonds convertible into shares with an incentive program (OCAPI).

In the press release dated December 17, 2019, Amoéba announced the signature of a contract for the issue of bonds convertible into shares with a profit-sharing program (the “Contract”) for a total nominal amount of € 6.240 million to the benefit of Nice & Green SA, a private company under Swiss law specialized in providing financing solutions adapted to listed companies (the “Investor”). This transaction was the subject of a prospectus approved by the AMF (visa no. 20-011) on 16 january 2020 (the “Prospectus”).

The Shareholders’ Meeting convened to authorise this operation could not be held on 30 January 2020 due to a lack of quorum. A meeting was called on second notice on March 13, 2020.

Due to the absence of quorum at the General Meeting of January 30, 2020, the OCA issuance schedule initially provided for in the Contract and set forth in the Prospectus had to be modified. An amendment to the Contract was signed today between the parties to modify the issuance schedule, as follows:

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The Contract has not been subject to any other significant changes in relation to the information disclosed in the Prospectus; in particular, this amendment has not given rise to any additional fees or commissions.

We remind you that the effective implementation of the financing will be submitted to the approval of Amoéba’s shareholders at the Ordinary and Extraordinary General Meeting to be held on second call on March 13, 2020, in order to delegate to the Board of Directors the authority to decide on the issue of bonds convertible into shares with cancellation of the shareholders’ preferential subscription right in favor of the Investor.

We also remind you that the issuance by Amoéba of the OCAs and their correlative subscription by the Investor are subject to the fulfilment of certain conditions precedent (see press release dated December 17, 2019).

As indicated in the Prospectus, this transaction should enable Amoéba to continue its activities from August 2020 until August 2021 and to finance in order of priority:

1. the current expenses related to the activity over the period for nearly 5,290 K€ and in particular the expenses committed to:
   – ensure operational costs (in particular salaries, legal and financial fees, including the interest on the EIB loan disbursed annually) up to €2,690k;
   – support research and development activities on the biocontrol application for the prevention of plant diseases such as downy mildew, potato downy mildew, cereal rust up to €1,600k; and
   – support the applications for authorisation of the active substance biocide and the plant protection substance in Europe and the United States up to €1,000k.
2. the payment of the repayable advances from BPI France and bank loans, including debts on rental bonds, for a total of €500k. As a reminder, this amount does not include the EIB loan and its capitalized accrued interest (to be paid back in November 2022) and bonds issued but not converted at 31 December 2019.
3. the incompressible costs inherent in the proposed issuance of OCAs for the company of €100k.

About AMOEBA:

Amoéba’s ambition is to become a major player in the treatment of bacterial risk in the fields of water, healthcare and plant protection. Our biological solution is an alternative to chemical products widely used today. Amoéba is currently focusing on the market of industrial cooling towers estimated at €1.7Bn (1)on a global chemical biocide market for water treatment, evaluated at €21Bn (2)and on the biocontrol market for plant protection estimated globally at €1.6Bn (4). In the future, the Company is looking at developing new applications such as chronic wound care, estimated at € 751 million (3)in the USA. Sales of associated products with healthcare, biocides and crop protection are subject to the Company being granted local regulatory market authorizations. The Company is currently in a trial phase for biocidal and plant protection applications and does not market any products.

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Created in 2010, based in Chassieu (Lyon, France) with a subsidiary in Canada and in the United States, Amoéba is quoted on the compartment C of Euronext Paris. The Company is a member of the BPIfrance Excellence network and is eligible for the PEA-PME SME equity savings plan setup. More information on www.amoeba-biocide.com.

(1): Amoéba data combined from sources: DRIRE 2013, Eurostat, ARHIA 2013

(2): Sources combined by Amoéba from water treaters, Freedonia, Eurostat et MarketsandMarkets

(3): BCC Research, “Markets for Advanced Wound Management Technologies,” Wellesley, MA, 2017

(4): Biopesticides Worldwide Market 2013, CPL, Wallingford, UK

Disclaimer

This press release contains certain forward-looking statements concerning AMOEBA which are based on its own assumptions and hypothesis and on information that are available to us. However, AMOEBA gives no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the reference document of AMOEBA filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on April 25, 2019 under number D19-0383 (a copy of which is available on www.amoeba-biocide.com). The forward-looking statements contained in this press release are also subject to risks not yet known to AMOEBA or not currently considered material by AMOEBA. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of AMOEBA to be materially different from such forward-looking statements.

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Disclaimer

Amoéba SA published this content on 09 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2020 22:33:03 UTC