GenSight Biologics Announces a Successful €1.0 Million Fundraising Supported by Existing Shareholders
Regulatory News:
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN AND SOUTH AFRICA
GenSight Biologics ("GenSight" or the "Company") (Euronext: SIGHT, ISIN: FR0013183985, PEA-PME eligible), a biopharma company focused on developing and commercializing innovative gene therapies for retinal neurodegenerative diseases and central nervous system disorders, today announced the successful completion of a EUR 1,000,000.208 fundraising subscribed by two of its existing shareholders, Heights Capital and Invus (the "Fundraising"). The Fundraising follows a similar structure of shares and warrants, including pre-funded warrants, to the financing conducted in March 2026, as further detailed below.
The Fundraising is subject neither to the obligation to publish a prospectus pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), requiring an approval from the French Financial Market Authority (Autorité des marchés financiers – the "AMF"), nor to the obligation to publish and file with the AMF a document containing the information set out in Appendix IX of the Prospectus Regulation, in each case for the purpose of the listing on the regulated market of Euronext in Paris ("Euronext Paris") of the Offered Shares, the Pre-Funded Warrant Shares and the Investor Warrant Shares (as defined below) to be issued in the context of the Fundraising.
Use of proceeds
The gross proceeds of the Fundraising amount to €1.0 million with net proceeds of approximately €0.95 million.
The proceeds will be used to finance the Company's operating activities and working capital requirements pending the structural financing of the RECOVER Phase III trial.
This financing covers part of the near-term funding requirement of up to €2 million disclosed on September 29 and October 7, 2026. The Company expects to cover the balance by the end of November 2026 through cash inflows from additional early access treatments beyond those assumed in its projections or additional financing, including under the new debt facility currently under discussion, as previously disclosed. This would enable the Company to fund its operations until late March 2027, when the first significant payments related to the preparation of the RECOVER trial fall due.
The Company's cash flow projections do not assume any exercise of the warrants issued in this Fundraising. If all such warrants were exercised, the Company would receive additional gross proceeds of approximately €0.8 million.
The Company continues to work on securing the structural financing required for the RECOVER Phase III trial. Should such financing not be obtained by March 2027, the start of RECOVER would be postponed. The Company's funding requirements continue to indicate a material uncertainty that may cast significant doubt on its ability to continue as a going concern, as described in Note 3.4 to the condensed half-year consolidated financial statements.
"I would like to thank two of our existing shareholders for renewing their support, on the same terms as in March," said Jan Eryk Umiastowski, Chief Financial Officer of GenSight Biologics. "This financing strengthens our cash position at a time when our paid early access programs continue to generate cash, with more than €8 million collected since March, and our manufacturing process has been successfully transferred to Catalent. We are now preparing the RECOVER Phase III trial, with the selection of our CRO and our next meeting with the FDA to finalize the protocol before year-end. Our priority remains securing the structural financing for RECOVER."
Terms and conditions of the Fundraising
The Fundraising was carried out through the issuance, without preferential subscription rights and without a priority subscription period, of:
- 2,597,404 ordinary shares (actions ordinaires), par value EUR 0.025 per share of the Company (the "Offered Shares");
- 11,940,300 pre-funded warrants (the "Offered Pre-Funded Warrants") giving the right to subscribe to 11,940,300 additional ordinary shares (the "Pre-Funded Warrant Shares"); and
- 14,537,704 warrants (the "Offered Investor Warrants") giving the right to subscribe to 7,268,852 additional ordinary shares (the "Investor Warrant Shares").
Investors had the choice to subscribe for two "units" composed of:
- Offered Shares to which Offered Investor Warrants were attached (the "ABSA"), with one Offered Investor Warrant attached to each Offered Share, or
- Offered Pre-Funded Warrants to which Offered Investor Warrants were attached (the "Pre-Paid Units"), with one Offered Investor Warrant attached to each Offered Pre-Funded Warrant.
One Offered Pre-Funded Warrant gives the investor the right to subscribe to one Pre-Funded Warrant Share and two Offered Investor Warrants give the investor the right to subscribe to one Investor Warrant Share.
The Offered Investor Warrants attached to the Offered Shares and to the Offered Pre-Funded Warrants are identical and thus fungible when they are detached from the Offered Shares and the Offered Pre-Funded Warrants, upon issuance.
The Pre-Funded Warrant Shares and the Investor Warrant Shares (together, the "New Shares") are fungible with the Company's existing ordinary shares of EUR 0.025 par value.
The Fundraising was decided on October 7, 2026 by the Chief Executive Officer, pursuant to the delegation of competence granted to him by the Company's board of directors (the "Board of Directors") on October 6, 2026. The Board of Directors acted pursuant to the delegation of competence granted to it under the 19th resolution of the Company's shareholders’ meeting held on May 19, 2026 (the "General Meeting"). The ABSA and the Pre-Paid Units were issued in a capital increase with cancellation of shareholders' preferential subscription rights for the benefit of investors within the category of persons defined by the 19th resolution of the General Meeting, in accordance with Article L. 225-138 of the French Commercial Code.
The issue price of one ABSA is EUR 0.0770.
The issue price of one Pre-Paid Unit is EUR 0.0670.
The exercise price of one Offered Investor Warrant is EUR 0.0497, i.e. EUR 0.0994 per Investor Warrant Share.
The exercise price of one Offered Pre-Funded Warrant is EUR 0.01 per Pre-Funded Warrant Share.
The EUR 0.0770 issue price of one ABSA represents a facial discount of 4.6% (i.e. EUR 0.0037) to the volume-weighted average of the Company's share prices on Euronext over the last three trading days prior to the determination of the issue price, i.e. on October 5, 6 and 7, i.e. EUR 0.0807 (the "VWAP 3 Days").
The exercise price of two Offered Investor Warrants represents a 23.1% premium to VWAP 3 Days.
The issue price of two ABSA, less twice the EUR 0.0119 theoretical value of one Offered Investor Warrant1, plus the exercise price per share of such Offered Investor Warrants, represents an average subscription price of EUR 0.0763 for each of the three New Shares issued (the two Offered Shares and the Investor Warrant Share), above the VWAP 3 Days less the maximum facial discount of 20% provided for in the 19th resolution of the General Meeting.
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| 1 Black & Scholes calculation, with an annual volatility of 32.90%. |
The same applies to the Pre-Paid Units.
The Offered Pre-Funded Warrants may be exercised at any time within 60 months of their issuance. The Offered Investor Warrants may be exercised at any time within 60 months of their issuance.
In the event all Offered Investor Warrants and all Offered Pre-Funded Warrants are exercised, their exercise will generate additional gross proceeds of EUR 841,926.8888 (i.e. EUR 119,403 for the Pre-Funded Warrant Shares and EUR 722,523.8888 for the Investor Warrant Shares).
Impact of the Fundraising on the Company's shareholding
Following the issuance of the Offered Shares, the Company's total share capital will be EUR 6,155,433.25 (composed of 246,217,330 ordinary shares). If all the Offered Pre-Funded Warrants are exercised, and thus all the Pre-Funded Warrant Shares issued, the Company's total share capital will be EUR 6,453,940.75 (composed of 258,157,630 ordinary shares). If all the Offered Investor Warrants are exercised, and thus all the Investor Warrant Shares issued, the Company's total share capital will be EUR 6,635,662.05 (composed of 265,426,482 ordinary shares).
Please see sections 19.1.3, 19.1.4 and 19.1.5 of GenSight's 2025 Universal Registration Document for a description of the securities issued by GenSight and giving access to its capital.
To the Company's knowledge, immediately prior to completion of the Fundraising, the breakdown of the Company's share capital was as follows:
|
Shareholders |
Shareholding (non-diluted) |
Shareholding (diluted)2 |
||
|
Number of shares and voting rights |
% of share capital and voting rights |
Number of shares and voting rights |
% of share capital and voting rights |
|
|
5% Shareholders |
||||
|
Sofinnova3 |
35,795,627 |
14.7% |
53,106,527 |
11.4% |
|
Invus4 |
29,774,189 |
12.2% |
86,339,166 |
18.6% |
|
UPMC Enterprises5 |
15,750,652 |
6.5% |
22,346,497 |
4.8% |
|
Heights Capital6 |
5,751,788 |
2.4% |
80,097,459 |
17.2% |
|
BPI |
3,877,591 |
1.6% |
5,355,501 |
1.2% |
|
Alumni Capital7 |
15,924,487 |
6.5% |
58,278,537 |
12.5% |
|
Directors and Officers |
887,002 |
0.4% |
5,905,335 |
1.3% |
|
Employees |
392,500 |
0.2% |
595,000 |
0.1% |
|
Other shareholders (total) |
135,466,090 |
55.6% |
152,455,743 |
32.8% |
|
Total |
243,619,926 |
100.00% |
464,479,765 |
100.0% |
|
____________________ |
|
Note : the following footnotes are identical for all three tables below. |
|
2 The number of shares contained in the table includes 220,859,839 shares that may be issued by the Company further to the exercise of the remaining share warrants, founders share warrants, free shares and stock options outstanding. |
|
3 Sofinnova Partners: French management company located at 7-11 boulevard Haussmann, 75009 Paris, France, which manages Sofinnova Crossover I SLP. |
|
4 Invus: a Bermudian company located at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda. Pursuant to the provisions of Article L. 233-9 I, 4° bis of the French Commercial Code, Invus has stated that they hold 6,360,058 shares of GENSIGHT BIOLOGICS S.A. as a result of holding "contracts for differences" ("CFDs") maturing on January 3, 2034, covering an equivalent number of GENSIGHT BIOLOGICS S.A. shares, to be settled in cash. |
| 5 UPMC Enterprises: a non-profit organization located 6425, Penn Avenue, Suite 200, Pittsburgh, Pennsylvania, United States of America. |
|
6Heights Capital: a Cayman Islands exempted company located PO Box 309GT, Ugland House South Church Street, George Town Grand Cayman, Cayman Islands. |
|
7 Alumni Capital Management is an alternative investment fund specializing in opportunistic, event-driven strategies in small-cap equities worldwide based in Florida, USA. |
To the Company's knowledge, immediately after the completion of the Fundraising and the issuance of the Offered Shares, the breakdown of the Company's share capital will be as follows:
|
Shareholders |
Shareholding (non-diluted) |
Shareholding (diluted) |
||
|
Number of shares and voting rights |
% of share capital and voting rights |
Number of shares and voting rights |
% of share capital and voting rights |
|
|
5% Shareholders |
||||
|
Sofinnova |
35,795,627 |
14.5% |
53,106,527 |
10.9% |
|
Invus |
29,774,189 |
12.1% |
104,249,616 |
21.4% |
|
UPMC Enterprises |
15,750,652 |
6.4% |
22,346,497 |
4.6% |
|
Heights Capital |
8,349,192 |
3.4% |
83,993,565 |
17.3% |
|
BPI |
3,877,591 |
1.6% |
5,355,501 |
1.1% |
|
Alumni Capital |
15,924,487 |
6.5% |
58,278,537 |
12.0% |
|
Directors and Officers |
887,002 |
0.4% |
5,905,335 |
1.2% |
|
Employees |
392,500 |
0.2% |
595,000 |
0.1% |
|
Other shareholders (total) |
135,466,090 |
55.0% |
152,455,743 |
31.4% |
|
Total |
246,217,330 |
100.0% |
486,286,321 |
100.0% |
To the Company's knowledge, after the completion of the Fundraising and the issuance of the Offered Shares and all Pre-Funded Warrant Shares upon exercise of all Offered Pre-Funded Warrants, the breakdown of the Company's share capital will be as follows:
|
Shareholders |
Shareholding (non-diluted) |
Shareholding (diluted) |
||
|
Number of shares and voting rights |
% of share capital and voting rights |
Number of shares and voting rights |
% of share capital and voting rights |
|
|
5% Shareholders |
||||
|
Sofinnova |
35,795,627 |
13.9% |
53,106,527 |
10.9% |
|
Invus |
41,714,489 |
16.2% |
104,249,616 |
21.4% |
|
UPMC Enterprises |
15,750,652 |
6.1% |
22,346,497 |
4.6% |
|
Heights Capital |
8,349,192 |
3.2% |
83,993,565 |
17.3% |
|
BPI |
3,877,591 |
1.5% |
5,355,501 |
1.1% |
|
Alumni Capital |
15,924,487 |
6.2% |
58,278,537 |
12.0% |
|
Directors and Officers |
887,002 |
0.3% |
5,905,335 |
1.2% |
|
Employees |
392,500 |
0.2% |
595,000 |
0.1% |
|
Other shareholders (total) |
135,466,090 |
52.5% |
152,455,743 |
31.4% |
|
Total |
258,157,630 |
100.0% |
486,286,321 |
100.0% |
To the Company's knowledge, after the completion of the Fundraising and the issuance of the Offered Shares and all Pre-Funded Warrant Shares upon exercise of all Offered Pre-Funded Warrants and the issuance of all Investor Warrant Shares upon exercise of all Offered Investor Warrants, the breakdown of the Company's share capital will be as follows:
|
Shareholders |
Shareholding (non-diluted) |
Shareholding (diluted) |
||
|
Number of shares and voting rights |
% of share capital and voting rights |
Number of shares and voting rights |
% of share capital and voting rights |
|
|
5% Shareholders |
||||
|
Sofinnova |
35,795,627 |
13.5% |
53,106,527 |
10.9% |
|
Invus |
47,684,639 |
18.0% |
104,249,616 |
21.4% |
|
UPMC Enterprises |
15,750,652 |
5.9% |
22,346,497 |
4.6% |
|
Heights Capital |
9,647,894 |
3.6% |
83,993,565 |
17.3% |
|
BPI |
3,877,591 |
1.5% |
5,355,501 |
1.1% |
|
Alumni Capital |
15,924,487 |
6.0% |
58,278,537 |
12.0% |
|
Directors and Officers |
887,002 |
0.3% |
5,905,335 |
1.2% |
|
Employees |
392,500 |
0.1% |
595,000 |
0.1% |
|
Other shareholders (total) |
135,466,090 |
51.0% |
152,455,743 |
31.4% |
|
Total |
265,426,482 |
100.0% |
486,286,321 |
100.0% |
On the basis of the share capital of the Company immediately before completion of the Fundraising, the interest of a shareholder who held 1.00% of the Company's share capital at that time and who did not participate will stand at:
- 0.99% on a non-diluted basis and 0.50% on a diluted basis immediately after the completion of the Fundraising and the issuance of the Offered Shares
- 0.94% on a non-diluted basis and 0.50% on a diluted basis after the completion of the Fundraising and the issuance of the Offered Shares and all Pre-Funded Warrant Shares upon exercise of all Offered Pre-Funded Warrants, and
- 0.92% on a non-diluted basis and 0.50% on a diluted basis after the completion of the Fundraising and the issuance of the Offered Shares and all Pre-Funded Warrant Shares upon exercise of all Offered Pre-Funded Warrants and the issuance of all Investor Warrant Shares upon exercise of all Offered Investor Warrants.
Admission to trading of the New Shares, the Offered Pre-Funded Warrants and the Offered Investor Warrants
The Offered Shares are expected to be admitted to trading on Euronext Paris on October 12, 2026.
The Offered Investor Warrants and the Offered Pre-Funded Warrants will not be admitted to trading on any venue.
The Pre-Funded Warrant Shares and the Investor Warrant Shares will be admitted to trading on Euronext Paris as they are issued, following the exercise of the corresponding warrants.
The New Shares will be subject to the provisions of the Company's by-laws and will be assimilated to existing shares upon final completion of the Fundraising. They will bear current dividend rights and will be admitted to trading on the same listing line as the Company's existing shares under the same ISIN code FR0013183985 / SIGHT.
Lock-up commitments
There are no lock-up commitments.
Indicative timetable
|
October 6, 2026 |
Decision of the Board of Directors deciding the principle of the Fundraising and delegating to the Chief Executive Officer the necessary powers to implement the Fundraising. |
|
October 7, 2026 |
Decision of the Chief Executive Officer setting the terms and conditions of the Fundraising. |
|
October 8, 2026 |
Publication of this press release. |
|
October 12, 2026 (the settlement and delivery may take place later if technical issues arise, as has happened in past transactions) |
Publication of the Euronext notice of admission of the Offered Shares to trading on Euronext Paris. Settlement-delivery of the ABSAs and the Pre-Paid Units - Detachment of the Offered Pre-Funded Warrants and the Offered Investor Warrants - Start of trading of the Offered Shares on Euronext Paris. Publication of the press release announcing the settlement-delivery. |
Risk factors
The Company draws the attention of the public to the risk factors relating to the Company and its business described in its 2025 Universal Registration Document, which is available free of charge on the Company's website (https://www.gensight-biologics.com/).
In addition, the main risks specific to securities are as follows:
- The existing shareholders who do not participate in the Fundraising will see their shareholding in the share capital of GenSight diluted, and this shareholding may also be further diluted in the event of the exercise of the Offered Investor Warrants, as well as in the event of new securities transactions.
- The volatility and liquidity of GenSight shares could fluctuate significantly. The market price of the Company's shares may fluctuate and fall below the subscription price of the shares issued in the context of the Fundraising. The sale of Company shares may occur on the secondary market, after the Fundraising, and have a negative impact on the Company share price.
About GenSight Biologics S.A.
GenSight Biologics S.A. is a clinical-stage biopharma company focused on developing and commercializing innovative gene therapies for retinal neurodegenerative diseases and central nervous system disorders. GenSight Biologics' pipeline leverages two core technology platforms, the Mitochondrial Targeting Sequence (MTS) and optogenetics, to help preserve or restore vision in patients suffering from blinding retinal diseases. GenSight Biologics' lead product candidate, GS010 (lenadogene nolparvovec) is in Phase III in Leber Hereditary Optic Neuropathy (LHON), a rare mitochondrial disease that leads to irreversible blindness in teens and young adults. GS010 is currently in clinical development, has not to date been granted marketing authorization in France or any other jurisdiction, and is therefore not available commercially. Using its gene therapy-based approach, GenSight Biologics' product candidates are designed to be administered in a single treatment to each eye by intravitreal injection to offer patients a sustainable functional visual recovery.
Disclaimer
Not for release, directly or indirectly, in or into the United States of America, Canada, Australia, Japan or South Africa. This press release and the information contained herein do not contain or constitute an offer to subscribe or purchase, or the solicitation of an order to purchase or subscribe, for securities in the United States of America or in any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States of America, and may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. GenSight does not intend to make a public offering of the securities in the United States of America.
The distribution of this press release may be subject to legal or regulatory restrictions in certain countries. Persons in possession of this press release should inform themselves of and observe any local restrictions. The information contained herein is subject to change without notice.
Forward-Looking Statements
This press release contains forward-looking statements. All statements, other than statements of historical facts, included in this press release are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the completion expected proceeds and anticipated use of proceeds of the Fundraising; the anticipated cash runway of the Company; and future expectations, plans and prospects of the Company. Words such as "anticipates", "believes", "expects", "intends", "projects", and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed Fundraising and the terms thereof are subject to numerous factors, many of which are beyond the control of the Company, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in the filings the Company makes with the AMF from time to time. The Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261007822305/en/
GenSight Biologics Chief Financial Officer Jan Eryk Umiastowski jeumiastowski@gensight-biologics.com