Mont-Saint-Guibert, Belgium – Celyad SA (formerly known as Cardio3 BioSciences, Euronext Brussels and Paris: CYAD), a leader in the discovery and development of engineered cell therapies, today announced that it filed a Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission for a proposed global offering of ordinary shares, including ordinary shares in the form of American Depositary Shares (“ADSs”). The number of ordinary shares, including shares in the form of ADSs, to be offered, and the price for the proposed global offering have not been determined.Celyad’s ordinary shares are currently listed on Euronext Paris and Euronext Brussels. Application has been made to list the ADSs to be offered in the global offering on the NASDAQ Stock Market in the United States under the symbol “CYAD.” Within the framework of the contemplated transaction, Celyad expects to offer ordinary shares in Europe and countries outside of the United States and Canada in a concurrent private placement. Investors other than qualified investors under applicable law will not be eligible to participate in this possible private placement. UBS Investment Bank and Piper Jaffray & Co. are acting as joint book-runners, for the proposed global offering.The principal purposes of the global offering are to increase the financial flexibility of the Company, create a public market for Celyad’ securities in the United States and facilitate its access to the public equity markets. As heart failure (HF) programs, in particular the development of C-Cure® through Phase III clinical development as a treatment for ischemic HF; are fully funded, Celyad currently expects to use the net proceeds from the global offering for the following purposes:
- advance the development of NKG2D CAR T-cell through Phase I clinical development as a treatment for AML (acute myeloid leukemia) and MM (multiple myeloma);
- advance additional CAR T-cell therapy drug product candidates for the treatment of additional blood cancers and solid tumors;
- support its growth globally by expanding general, administrative and operational functions in the headquarters in Belgium and in the United States.
Finally, Celyad expects to use the remainder of any net proceeds from the global offering for working capital and other general corporate purposes, but also to in-license, acquire or invest in complementary technologies, products or assets.A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The securities referred to in this release are to be offered only by means of a prospectus. A copy of the preliminary prospectus, when available, can be obtained from UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275; Piper Jaffray & Co. Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by telephone at (800) 747-3924, or by email at prospectus@pjc.com. This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. To read the NL version, please click here
