Bone Therapeutics signs definitive underwriting agreement for up to €5 million convertible bond facility with ABO

REGULATED INFORMATION

Mont-Saint-Guibert, Belgium, 31 May 2022, 7:00 a.m. CEST – BONE THERAPEUTIC (Euronext Brussels and Paris: BOTHE), the cell therapy company addressing unmet medical needs in orthopaedics, today announces that it has signed the definitive agreement to underwrite a convertible bond (CB) facility in the amount of up to €5 million arranged by ABO Securities, through its affiliate entity Global Tech Opportunities 15. Proceeds from the financing will help further the clinical development of Bone Therapeutics’ core asset, its allogeneic bone cell therapy , ALLOB.

ABO Securities has undertaken to subscribe up to 5 million euros in convertible bonds. The CBs will be issued and subscribed in ten tranches. A first tranche of 10 CB for an overall principal amount of 0.5 million euros will be subscribed by ABO before a notary by the end of this week or the beginning of next week. The issuance and subscription of the remaining nine tranches of a principal amount of EUR 500,000 each may be requested at the sole discretion of Bone Therapeutics over a period of eighteen months from the date of signature of the subscription agreement, subject to the usual conditions to be fulfilled. More specifically, Bone Therapeutics will be entitled to require the investor to subscribe to a new tranche without their prior written consent, at the end of a period whose duration will be (i) five (5) days trading following the closing date of the first tranche and following the closing date of the second tranche and (ii) thirty (30) trading days following the closing date of each tranche from the third tranche, subject to usual conditions to be fulfilled.

The CBs, for an amount of EUR 50,000 each, will take the form of unsecured subordinated registered bonds. The CBs will bear no coupon and will mature five years after their issuance. The CBs are convertible into common shares of Bone Therapeutics. The conversion price will be equal to 95% of the lowest 1-day VWAP of Bone Therapeutics ordinary shares observed during a period of ten consecutive trading days ending on the trading day immediately preceding the date of the CB holder’s conversion request.

Negotiations for ALLOB, with one of Bone Therapeutics’ current Chinese partners, for the global rights agreement are still ongoing. In parallel, Bone Therapeutics’ Board of Directors continues to review opportunities to combine certain activities within Bone Therapeutics, taking into account the interests of its shareholders and other stakeholders. Proprietary reverse merger discussions with Medsenic are progressing well. Further announcements will be made in due course, if and when circumstances permit or require.

About ABO Securities

Alpha Blue Ocean (ABO) Securities is a young and dynamic family office whose vocation is to revolutionize the financial industry by offering alternative solutions in constant innovation. ABO Securities implements a direct, rational and effective approach, offering financing solutions in line with the specific constraints of its clients.

About Bone Therapeutics

Bone Therapeutics is a leading biotechnology company focused on developing innovative products to address significant unmet needs in orthopedics and other diseases. Currently, Bone Therapeutics is concentrateing specifically on the development of its most advanced clinical asset, the allogeneic cell therapy platform, ALLOB.

Bone Therapeutics’ core technology is based on its state-of-the-art allogeneic cell and gene therapy platform with differentiated mesenchymal stromal cells (MSCs) from bone marrow that can be stored at the point of use in the hospital. His The lead investigational drug, ALLOB, represents a proprietary and unique approach to bone regeneration that transforms undifferentiated stromal cells from healthy donors into bone-forming cells. These cells are produced through Bone Therapeutics’ scalable manufacturing process. Following the approval of the CTA by the regulatory authorities in Europe, the Company has initiated the recruitment of patients for the Phase IIb clinical trial with ALLOB in patients suffering from difficult tibial fractures, using its optimized production process. ALLOB continues to be evaluated for other orthopedic indications including spinal fusion, osteotomy, maxillofacial and dental.

Bone Therapeutics’ cell therapy products are manufactured to the highest GMP (Good Manufacturing Practices) standards and are protected by an extensive IP (Intellectual Property) portfolio spanning ten patent families as well as know-how. The Company is based in the Louvain-la-new Science park in Mont-Saint-Guibert, Belgium. Further information is available at www.bonetherapeutics.com.

For more information, please contact:

Bone Therapeutics SA
Miguel Forte, MD, PhD, President and CEO
Tel: +32 (0)493 09 73 66
[email protected]

For Belgian media and investor enquiries:
Bepublic
Bert Bouserie
Tel: +32 (0)488 40 44 77
[email protected]

International Media Requests:
Image box communication
Neil Hunter/Michelle Boxall
Tel: +44 (0)20 8943 4685
[email protected] / [email protected]

For French media and investor enquiries:
NewCap Investor Relations & Financial Communication
Pierre Laurent, Louis-Victor Delouvrier and Arthur Rouille
Tel: +33 (0)1 44 71 94 94
[email protected]

Certain statements, beliefs and opinions contained in this press release are forward-looking and reflect the current expectations and projections of the Company or, if applicable, the directors of the Company regarding future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors, including but not limited to changes in demand, competition and technology, may cause actual events, performance or results to differ materially from any anticipated development. Forward-looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Accordingly, the Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither the Company, nor its advisers or representatives, nor any of its subsidiaries or the officers or employees of such persons warrant that the assumptions underlying these forward-looking statements are free from error and accept no responsibility for the future accuracy of forward-looking statements. statements contained in this press release or the actual occurrence of anticipated developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.

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