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  Press Release 21 January 2015  

A prospectus was approved by the Belgian Financial Services and Markets Authority on 20 January 2015 and has been notified to the French Autorité des Marchés Financiers on 21 January 2015 in accordance with the European passport mechanism provided for by Directive 2003/71/CE. The prospectus may be obtained, free of charge, per simple request, at the registered office of Bone Therapeutics SA (rue Adrienne Bolland 8, 6041 Gosselies), by e-mail to or by phone call to +32 (0)2 529 59 90 or at the offices of Banque Degroof. The prospectus is also available on the website of Bone Therapeutics SA ( as well as on the website of Banque Degroof (, subject to certain conditions (ie the acceptance of a disclaimer). The prospectus is available in English and in French, and a summary in Dutch has been prepared.

Any decision to invest in the offered shares involves a high degree of risk. Bone Therapeutics SA’s main assets are intellectual property rights concerning technologies that have not led yet to the commercialisation of any product. Bone Therapeutics SA has never been profitable.

Bone Therapeutics Launches its Initial Public Offering on Euronext Brussels and Euronext Paris

Pricing set between EUR 14.5 and EUR 16.5 per share

EUR 10M already committed from existing shareholders and bondholders

Gosselies, Belgium, 21 January 2015 - BONE THERAPEUTICS, a leader in bone cell therapy addressing high unmet medical needs in the field of bone fracture repair and bone fracture prevention, today announces the terms of its Initial Public Offering on Euronext Brussels and Euronext Paris.

Highlights of the Offering

  • Bone Therapeutics offering is to subscribe for up to 1,750,000 new ordinary shares, which can be increased by a maximum of 15% to 2,012,500.
  • An over-allotment option of additional shares equal to up to 15% of the number of new shares subscribed for in the offering covered by an over-allotment warrant.
  • The indicative price range of the offering has been set at a minimum of € 14.5 and a maximum of € 16.5 per share.
  • The offering comprises
    • A public offering in Belgium and France to retail investors
    • A placement to institutional investors in certain jurisdictions outside the US in accordance with Regulation S under the US Securities Act of 1933, as amended, and, in the member states of the EEA (other than Belgium and France) pursuant to an exemption under the Prospectus Directive as implemented in the relevant member state.
  • The offer period will run from 22 January to 2 February 2015 inclusive, subject to acceleration or suspension (the “Offering Period”).
  • The Company’s shares will be admitted to trading on the regulated markets of Euronext Brussels and Euronext Paris  
  • The expected first date of trading is 6 February 2015.
Bone Therapeutics has secured EUR 10M ahead of book-building
  • Certain shareholders and bondholders of the Company have committed to subscribe to offered shares in the Offering for a total amount of €10,350,000. 
  • The Company has undertaken to fully allocate the amount of offered shares subscribed by these anchor investors, even in case of over-subscription of the Offering.
Commenting on today’s announcement, Enrico Bastianelli, CEO of Bone Therapeutics, said: “We believe our innovative bone cell therapy technology, which brings a minimally invasive approach to fracture repair and fracture prevention treatment, is poised to address areas of high unmet patient needs where there is little market competition."
"The funds we intend to raise through this Offering should enable us to further develop our advanced and diversified product pipeline, accelerate clinical trials and help to bring these innovative products to the patients who need them.”

The Company’s strategy is to:
  • Accelerate pivotal Phase III trials and advance towards market authorization
  • Finalize promising Phase II trials
  • Launch clinical trials in the US
  • Leverage its bone cell differentiation platform and progress the preclinical pipeline
  • Scale-up of manufacturing capabilities
  • Build development and commercial partnerships
Key success factors
  • A leader in bone cell therapy with a unique breakthrough technology
  • An optimized approach
    • Strong clinical proof-of-concepts
    • Favourable Phase III trial designs
  • Broad pipeline with 5 indications
  • A sound strategy in fracture repair and prevention
  • An experienced management team backed by a high level scientific committee
Company background
Bone Therapeutics, based in Gosselies, Belgium, is a biotechnology company with an advanced clinical pipeline of cell therapy products for bone fracture repair and fracture prevention (two Phase III and three Phase II).  These areas are characterized by high unmet medical needs due to the lack of efficacious and safe, minimally invasive, treatments and by limited competition, despite large markets. The current standard-of-care involves heavy surgery and long recovery periods. The Company is creating a new and unique treatment approach using differentiated bone-forming cells (osteoblasts) administered via a minimally invasive percutaneous procedure, expected to offer significant benefits over the current standard-of-care.

Use of proceeds
The purpose of the offering is to support and accelerate the development of the Company and facilitate the future financing by establishing a public market for the shares of the Company and providing it with access to capital markets.
The Company intends to use the net proceeds from the Offering (net of fees and expenses to be paid by the Company) for the following purposes:
  • Proceed with its two pivotal Phase III (including the acceleration of patient enrolment) and three Phase I/II clinical trials ongoing in Europe
  • Optimize production in order to reduce costs of goods sold and to increase production capacity
  • Finance general corporate purposes
  • Launch clinical trials in the US
Financial Intermediaries
Bryan, Garnier & Co will act as Global Coordinator, and Kepler Cheuvreux and Bank Degroof will act as joint lead managers and joint bookrunners

Details of the Offering
The Offering is comprised of (i) a public offering in Belgium and in France to retail investors and (ii) private placements outside the United States in offshore transactions in accordance with Regulation S under the Securities Act to qualified investors, and, with respect to the EEA, pursuant to an exemption under the Prospectus Directive where implemented by the relevant member state.
The final offer price (the “Offer Price”) will be determined by the Company on the basis of a book-building procedure conducted during the Offering Period, in which only institutional investors can participate.
The Offer Price will be determined as soon as possible after the end of the Offering Period on the allocation date, which is expected to take place on 3 February 2015 and will be published on the website of the Company and by press release on the first publishing day following its determination, which is expected to be 4 February 2015. Both dates are subject to the acceleration or suspension of the Offering Period.
The Offer Price is expected to range between € 14.5 and € 16.5 per offered share.
The Offering Period will begin on 22 January 2015 and is expected to close at 5:00 p.m. Brussels time on 2 February 2015, unless it is closed or suspended earlier, provided that the Offering Period will in any event be open for at least six business days as from the availability of this Prospectus. Any acceleration or suspension of the Offering Period will be announced on the website of the Company and by press release, and the dates for pricing, allocation, publication of the Offer Price and results of the Offering, listing and trading and completion of the Offering will be adjusted accordingly.
In accordance with Belgian and French regulations, no less than 10% of the offered shares will be reserved for retail investors.  However, the proportion of offered shares allocated to retail investors may be higher or lower than 10% of the offered shares, if retail investors have applied in aggregate for more or less, respectively, than this percentage.
The Company has the right to proceed with a capital increase for a reduced number of shares. The actual number of offered shares subscribed for or sold in the Offering will be confirmed on the website of the Company and by press release together with the Offer Price. The minimum amount set for the Offering is € 17.5 million, below which the Offering will not be completed.
The global coordinator will be granted an Over-allotment Option, exercisable for a period of 30 calendar days from the listing date, to subscribe for new shares at the final Offer Price for the sole purpose of allowing the global coordinator to cover over-allotments, if any.
All offered shares will be delivered against payment in dematerialized form, through Euroclear Belgium, the Belgian central securities depository.

Summary Timetable
Date Event
22 January 2015 Expected start of the Offering Period
2 February 2015 Expected end of the Offering Period
3 February 2015 Expected allocation date
4 February 2015 Expected publication date of the Offer Price and results of the Offering
5 February 2015 Expected closing date (payment and delivery)
6 February 2015 Expected listing date and start of trading


To read this press release in French or Dutch, please follow the link below:

To consult the summary of the prospectus, please follow the link below:



For further information, please contact:

Bone Therapeutics SA

Enrico Bastianelli, Chief Executive Officer
Wim Goemaere, Chief Financial Officer
Tel: +32 (0)2 529 59 90

For Belgium and international media enquiries:

Consilium Strategic Communications

Amber Bielecka, Mary-Jane Elliott,
Jessica Hodgson and Lindsey Neville
Tel: +44 (0) 20 3709 5708

For French media and investor inquiries:

NewCap Investor Relations
& Financial Communications

Pierre Laurent and Antoine Denry
Tel: + 33 (0)1 44 71 94 94


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About Bone Therapeutics

Bone Therapeutics is a leading biotechnology company specializing in the development of cell therapy products intended for bone fracture repair and fracture prevention. The current standard-of-care in this field involves major surgeries and long recovery periods. To overcome these problems, Bone Therapeutics is developing a range of innovative regenerative products containing osteoblastic/bone-forming cells, administrable via a minimally invasive percutaneous technique; a unique proposition in the market.
PREOB®, Bone Therapeutics’ autologous bone cell product, is currently in pivotal Phase IIb/III clinical studies for two indications: osteonecrosis and non-union fractures, and in Phase II for severe osteoporosis. ALLOB®, its allogeneic “off-the-shelf” bone cell product, is in Phase II for the treatment of delayed-union fractures and lumbar fusion for degenerative disease of the spine. The Company also runs preclinical research programs and develops novel product candidates.
Founded in 2006, Bone Therapeutics is headquartered in Gosselies (South of Brussels, Belgium). Bone Therapeutics’ regenerative products are manufactured to the highest GMP standards and are protected by a rich IP estate covering 9 patent families. Further information is available at

Any investment in shares involves a high degree of risk. An investor is exposed to the risk to lose all or part of his investment. Before taking a decision to invest, the prospective investors should duly read the entire prospectus. This prospectus contains a description of the offering and the risk factors. The Prospectus is available on the website of Bone Therapeutics SA ( The current document is an advertisement and not a prospectus. Any decision to purchase securities to which this document refers should be based solely on the information included in the prospectus, including its section “Risk factors”, in particular the risk factors related to Bone Therapeutics SA’s activities (see “Summary” on pages 6 – 10 and as of page 13 of the prospectus) and, more in general, the risk factors related to Bone Therapeutics SA’s shares and the offering (see “Summary” on page 10 and as of page 26 of the prospectus).
These materials are not for distribution, directly or indirectly, in or into the United States. These materials do not constitute or form a part of any offer or solicitation to purchase securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication may be distributed in a member state of the European Economic Area, with the exception of Belgium and France, which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the “Prospectus Directive”) only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
This announcement and the information contained herein are not for publication, distribution or release in, or into, the United States, Canada, Australia or Japan.
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the Company or, as appropriate, the Company directors’ current expectations and projections about 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, can cause actual events, performance or results to differ significantly 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. As a result, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements 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 subsidiary undertakings or any such person’s officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.
The date of listing on Euronext Brussels and Euronext Paris may be influenced by things such as market conditions. There is no guarantee that such listing will occur and you should not base your financial decisions on the Company’s intentions in relation to such listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. This announcement does not constitute a recommendation concerning the offering. The value of the shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the offering for the person concerned.

Bone Therapeutics S.A. • Rue Adrienne Bolland, 8 • 6041 Gosselies • Belgium (Europe) • Phone: +32 (0) 2 529 59 90 • Fax: +32 (0) 2 529 59 93 •