Evolva secures financing of up to CHF 30 million
Evolva Holding SA (SIX: EVE), which is active in discovery and development of novel medicines and nutritional ingredients through synthetic biology, announced that it has entered into a Standby Equity Distribution Agreement with YA Global Master SPV Ltd.
- (1888PressRelease) August 16, 2011 - Under the terms of the agreement, YA Global has committed to provide up to CHF 30 million in equity financing over a 36 month period in individual advances of up to CHF 600,000 with an initial advance of CHF 500,000. In exchange for the funds to be provided, YA Global will receive Evolva shares. It remains at the sole discretion of Evolva to determine when to draw the advances.
The SEDA has been established as part of the medium-term funding of Evolva’s operations. As outlined in Evolva’s previous guidance, the company is funded through year-end 2012. If Evolva were to utilise the SEDA in full, the cash runway would be extended by at least one year.
In return for the 3-year investment commitment provided by YA Global, Evolva will pay an upfront commitment fee of CHF 600,000 (2% of the commitment) to be paid in newly issued Evolva shares. At the moment of signing of the agreement, Evolva will request a first advance of CHF 500,000. Evolva has created 8m treasury shares out of authorised capital which may be used for the initial and several future share issues under the SEDA agreement.
At the current share price (CHF 0.91), a CHF 400,000 advance would represent approx. 440,000 shares and the total commitment represents a maximum of approximately 33 million shares. At the date of this release, the number of Evolva shares in issue is 164.7 million.
Jakob Dynnes Hansen, CFO of Evolva, commented, “The SEDA gives us access to a significant pool of funds. It gives us flexibility to tailor the funding to our needs. This is an attractive instrument with a reasonable pricing, limiting dilution for our current shareholders. It is great to be supported by Yorkville’s innovative team.”
Dr. Michael J. Nowak, Managing Director at Yorkville Advisors, LLC, the investment advisor to YA Global, added, “Evolva is working on the cutting edge of science on the border line between pharma and nutrition. We think this is a very dynamic and attractive space and we’re excited to be investing in Evolva and working with their experienced and accomplished management team.”
About the Standby Equity Distribution Agreement with YA Global Master SPV Ltd.
At any time during the 36 month commitment period, Evolva Holding SA (“Evolva”) may request YA Global Master SPV Ltd. (“YA Global”) to purchase newly issued Evolva shares or shares Evolva has in its own possession by delivering an advance notice to YA Global designating the requested portion of the commitment amount to be taken up. The maximum portion of the commitment amount to be used at a time is CHF 250,000 for the first two ordinary advances and CHF 600,000 for the subsequent advances. In exchange for the funds to be provided, YA Global will receive Evolva shares.
For advances of CHF 400,000 or less, the pricing of the shares will be determined as 95% of the lowest daily volume-weighted average share price of the five trading days following the date on which Evolva shall have sent to YA Global the relevant advance notice (“Pricing Period”). For advance in excess of CHF 400,000, the pricing of shares in excess of CHF 400,000 will be determined as 90% of the lowest daily volume-weighted average share price of the Pricing Period. Further, should the market price on certain of the five trading days following the date of advance notice fall below a certain Minimum Price, the pro rata subscription for such days will not be executed unless YA Global decides to execute such subscription at the Minimum Price.
YA Global can at no point in time hold more than 9.9% of the number of outstanding shares. YA Global is committed not to short sell or enter into any hedging transactions related to Evolva stock.
In return for the 3-year investment commitment provided by YA Global, Evolva will pay an upfront commitment fee of CHF 600,000 (2%) to be paid in newly issued Evolva shares. These “commitment shares” will be locked, pursuant to the terms of the SEDA, for 6 months. Other than the afore-said, YA Global is not restricted in its right to sell Evolva shares without any limit of time, including during the Pricing Period, in compliance with applicable laws, rules and regulations.
At the current share price (CHF 0.91), a CHF 400,000 advance would represent approx.440,000 shares and the total commitment represents a maximum of approximately 33 million shares. At the date of this release, the number of Evolva shares in issue is 164.7 million.
About Evolva Holding SA
Evolva is an international, innovative synthetic biology company with a world-class research platform. Evolva strives to improve people’s lives by applying its technology and other resources to the discovery and development of new products and processes that benefit the health, well-being and financial economy of patients, consumers and partner companies around the world. Evolva uses biosynthetic and evolutionary technologies to artificially create and optimise small molecule compounds and their production routes. Our approach differs from that of the mainstream in the pharmaceutical and chemical industries. We have discovery partnerships ongoing both in pharma and in nutrition. In addition we have a pipeline of promising compounds aimed at infectious and cardio-renal indications.
###
space
space
Satisfied Users & 
Approved Press Releases
Print
Email
Report Spam