Quantum Genomics Announces Successful Capital Raise with a Gross Sum of Approximately 15.6M€

Quantum Genomics (Euronext Growth - FR0011648971 - ALQGC)

, a biopharmaceutical company specializing in developing a new drug class that directly targets the brain to treat difficult-to-treat/treatment-resistant hypertension and heart failure, announced today it has successfully increased its capital by removing subscription rights as part of a package to benefit a category of persons in the sense of article L.225-138 of the French code of commerce which allowed the Company to raise around 15.6 M€ (The “

Deal”

).

For the purposes of this structuring operation involving a sum of 15.6 M€, 6,408,779 new shares have been issued with a unit price of 2.44 €, including share premium, with a discount of 15,0 % compared to the last stock market price, corresponding to a discount of 23.8% compared to the volume-weighted average price of the last 20 trading sessions.

In parallel, the pharmaceutical company Gulf Pharmaceutical Industries Julphar has agreed to a subscription of capital increase to the sum of $2.0 M, or about 1.87 M€, thus strengthening its partnership with Quantum Genomics as part of the marketing and production of Firibastat in the Middle East, Africa, certain member countries of the Commonwealth of Independent States and Turkey.

Jean-Philippe Milon, CEO of Quantum Genomics, stated: “We thank those shareholders who are renewing their confidence in us as well as new French and international institutional investors, and our partner Julphar who have purchased a stake in Quantum Genomics at the time of this capital increase. This operation will allow us to pursue the development of firibastat and to diversify our portfolio of products through an exploration of new therapeutic indications based on the BAPAI platform.”

Raising capital for a major project

The company plans to use the proceeds of the Deal to fund: (i) the continued development of firibastat and (ii) the exploration of new therapeutic indications based on the BAPAI platform.

Main terms of the Deal

The Deal consisted of removing the subscriptions rights of the company’s existing shareholders, through institutional investors both in France and internationally, as part of a new share offering (the “New Shares”) to benefit a category of persons in the sense of articles L.225.138 of the French code of commerce, through an accelerated bookbuild.

The issue price of the New Shares was set at 2.44 € per share, equating to a discount of 15.0 % in relation to the closing price of a Quantum Genomics share on April 26, 2022, and 23.8% in relation to the volume-weighted average price of a Quantum Genomics share on the Paris Euronext Growth market for the last 20 trading sessions of the stock market prior to being set (i.e. from March 28, 2022 to April 26, 2022 inclusive), in accordance with the 16th resolution as voted for at the mixed general assembly of the Company on June 24, 2021.

The New Shares will be submitted to all statutory requirements and will be assimilated into the original shares once the Deal is definitively completed. The New Shares will carry current rights and will be listed on the Paris Euronext Growth market under the same ISIN code FR0011648971 - ALQGC. The settlement and delivery of new common shares and their listing on the Paris Euronext Growth market are scheduled for April 29, 2022.Subscription from the pharmaceutical company Julphar

In parallel with the Operation, the pharmaceutical company has today agreed to a subscription of capital increase of $2.0 M, or about 1.87 M€, at a price of 2.44 Euro per share, which equates to the subscription price of the New Shares issued for the purposes of the Operation. Julphar’s subscribed shares are subject to a mandatory lock-up agreement of one year.

The settlement and delivery of Julphar’s subscribed shares and their listing on the Paris Euronext Growth market are scheduled for April 29, 2022. They will be submitted to all statutory requirements and will be assimilated into the original shares. Julphar’s subscribed shares will carry current rights and will be listed on the Paris Euronext Growth market under the same ISIN code FR0011648971 - ALQGC.

A strengthened shareholder structure

The share capital of the Company will then comprise 33,852,067shares.

Otium Capital becomes the first shareholder of Quantum Genomics, with 14.7% of the capital. This strong reinforcement from this historical shareholder is a true sign of confidence in the Company’s potential, its development plan and its capabilities to reach its goals.

Therefore, following the capital increase, the Company’s capital allocation has changed as follows:

Shareholding beforeoperation	Number ofshares	Percentage			Shareholding afteroperation*		Number ofshares	Percentage
Téthys	993,161	3.6	%		Téthys		993,161	2.9	%
Otium Capital	888,888	3.3	%		Otium Capital		4,987,248	14.7	%
Institutional investors	5,405,810	19.7	%		Institutional investors		7,716,229	22.8	%
Management	1,740,983	6.3	%		Management		1,740,983	5.2	%
Public	18,414,446	67.1	%		Public		18,414,446	54.4	%
Total	27,443,288	100.0	%		Total		33,852,067	100.0	%
*informations before Julphar’s investment

As an example, a shareholder with 1.00% of the Company’s capital before the Deal would henceforth hold a stake of 0.81% *.

Financing horizon and liquidity risk

The post-deal cash of 23.6 M€ million allows the Company to finance its operations until the 2nd quarter of 2023.

Abstention agreement

For the purposes of the Deal, Quantum Genomics has made an abstention agreement for a duration of 90 days from the settlement and payment date of the Operation, subject to the usual exceptions, thus preventing Quantum Genomics from issuing new shares during the above-mentioned period.

Lock-up agreement

For the purposes of the Deal, the Management of Quantum Genomics has entered into a lock-up agreement concerning their Quantum Genomics shares for a duration of 180 days from the settlement and payment date of the Deal, subject to the usual exceptions.

In addition, the pharmaceutical company Julphar made a commitment to retain the Quantum Genomics shares subscribed for one year from the settlement date of the Deal, subject to the usual exceptions.

Gilbert Dupont (Société Générale Group) is the sole lead arranger and bookrunner for this Deal.

The legal practice Orsay Avocats (Frédéric Lerner - Pierre Hesnault) acted as legal counsel for this Private Placement.

WARNINGS

The offering of New Shares in Quantum Genomics as part of the Operation will not result in a prospectus being submitted for the approval of the Autorité des Marchés Financiers.

This press release does not constitute an offer of stock market securities or any kind of invitation to purchase or subscribe for securities in the United States or any other country.

The Quantum Genomics securities that are the subject of this press release have not been registered under the U.S. Securities Act of 1933, as amended, (the “U.S. Securities Act”), and Quantum Genomics does not intend to pursue a public offer of its securities in the United States. Stock market securities can only be offered, subscribed for or sold in the United States further to registration in accordance with the U.S Securities Act or if there is an exemption to the mandatory registration.

Distribution of this press release may, in some countries, be subject to specific regulations. Persons in possession of this press release must inform themselves of any local restrictions and comply with them.

Any decision to subscribe for or purchase shares in Quantum Genomics should be made solely on the basis of public information about Quantum Genomics. Gilbert Dupont is not responsible for this information.

Detailed information about Quantum Genomics, in particular about its business, results and risk factors, are available in the annual financial report on the financial year ending 31 December 2020 published in 2021 and in the half-yearly financial report of 30 June 2021. These documents as well as other regulated information and press releases can be consulted on the Company’s website (https://www.quantum-genomics.com).

About Quantum Genomics

Quantum Genomics is a biopharmaceutical company specializing in the development of a new class cardiovascular drugs based on the Brain Aminopeptidase A Inhibition (BAPAI) mechanism. It is the only company in the world to pursue this innovative approach directly targeting the brain, founded upon more than twenty years of research work by Paris-Descartes University and the INSERM/CNRS laboratory led by Dr. Catherine Llorens-Cortès at the Collège de France. Quantum Genomics thus aims to develop innovative treatments for complicated or even treatment-resistant hypertension (in approximately 30% of patients it is poorly controlled or treatment failure occurs), and heart failure (one in two patients diagnosed dies within five years).

Based in Paris and New York, the company is listed on the Euronext Growth market in Paris (FR0011648971 - ALQGC) and is registered on the US OTCQX market (symbol: QNNTF).

Find out more at www.quantum-genomics.com, or on our Twitter and Linkedin accounts

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