GESSEL advised Pure Biologics on a multi-stage transaction comprising a share exchange offer, debt-to-equity conversion and public share offering

GESSEL advised Pure Biologics S.A., a biopharmaceutical company listed on the Warsaw Stock Exchange, on a complex, multi-stage and multi-jurisdictional transaction combining elements of Capital Markets and M&A. The aggregate issue price of the shares issued across all three stages of the transaction amounted to PLN 213,504,603, while their market value at the time of completion, based on the market share price, was approximately PLN 464 million. The transaction featured a structure rarely seen on the Polish capital market, consisting of three interdependent stages, each of which was a condition precedent to the successful completion of the overall transaction.

The first stage involved the acquisition by Pure Biologics S.A. of 100% of the shares in Dystrogen Gene Therapies Inc., a Delaware-based company developing the multiQure RNAi therapeutic platform focused on gene therapies for Huntington’s disease and other polyglutamine disorders, from BioFund Capital Management LLC and JD Copilot LLC. The acquisition was carried out through an in-kind contribution share issue with an aggregate issue price of PLN 146,700,000, in exchange for the contribution of 100% of the shares in Dystrogen Gene Therapies Inc. As a result, the former shareholders of Dystrogen Gene Therapies acquired approximately 64.98% of the share capital of Pure Biologics, giving the transaction the characteristics of a share exchange offer.

The second stage consisted of the debt-to-equity conversion of Pure Biologics’ indebtedness towards ACRX Investments Limited through the issuance of shares with an aggregate issue price of PLN 16,804,603, significantly reducing the company’s indebtedness and strengthening its capital structure.

The third stage comprised a public share offering raising PLN 50 million, addressed to qualified investors through an Accelerated Bookbuilding (ABB) process conducted by IPOPEMA Securities S.A. and INC Brokerage House S.A. The proceeds will be used to further develop the multiQure RNAi platform, including preparing and administering the RNAi therapy to the first patients, as well as advancing the company’s remaining research programmes.

The transaction also marked a new stage in the company’s development, reflected in the planned change of its corporate name to multiQure S.A.

GESSEL provided comprehensive legal advice throughout all stages of the transaction, including transaction structuring, preparation and negotiation of the transaction documentation, as well as corporate, regulatory and capital markets advice. The project required the parallel coordination of corporate, regulatory and transactional workstreams across Poland, the United States and Cyprus, together with close cooperation among all parties to ensure that all conditions precedent were satisfied and the transaction could be completed simultaneously across its three stages. On US law matters, GESSEL worked alongside Troutman Pepper Locke.