Neovacs : announces free allocations of redeemable share...

PRESS RELEASE  PRESS RELEASE  PRESS RELEASE

Paris and Boston, November 22, 2017 - 7h45 CEST - NEOVACS (Euronext Growth Paris: ALNEV), a leader in active immunotherapies for the treatment of autoimmune diseases, today announced the launch of a redeemable stock warrant ("BSAR"- "bons de souscription d'actions remboursable) free allocation plan for the benefit of its shareholders, at the rate of (1) warrant per share held with an exercise price of €0.65.

In addition the company strengthened its cash position by issuing €5.15 million in convertible bonds, which were purchased by several European institutional investors, the final maturity date is September 30, 2018, no BSAR will be allocated to the subscribers of convertible bonds.

Miguel Sieler, CEO of Neovacs said: "We have decided to implement a BSAR plan for the benefit of our shareholders, who have accompanied us as we develop an innovative treatment for the lupus and other serious autoimmune diseases. Shareholders who apply for the BSAR will be contributing to our research and development as we advance therapeutic-candidates that may address serious global public health issues. "

This transaction allows the Company to thank all of its shareholders for their loyalty while including them in the pursuit and potential success of its development, through this additional investment, which complements the shares they already own.

The proceeds of the convertible bonds issued will provide additional funding to the Company to finance the development plan of IFNα Kinoid, including:

• Pursuit of international Phase IIb clinical trial with FNα Kinoid in Lupus

• Scale-up process development and production of Phase III clinical slots in Lupus

The funds raised by means of the issue of the 61.607.363 BSAR warrants if they are exercised, which represents €3, 640, 434, 85 million, will give Neovacs additional resources to finance its development strategy.

This allocation follows the authorisation granted by shareholders at the Combined General Meeting of 14 Juin 2017 in the 11th resolution and the Board of Directors' decision of 27 Octobre 2017 to use this delegation of authority.

On 24 Novembre 2017, each Neovacs shareholder will receive a free redeemable stock warrant for each share held. On the basis of the company's share capital as of this date, a maximum of 61,607, 363 warrants before the elimination of treasury shares.

Holders of the warrants will be able to exercise them and obtain Neovacs shares as of the issue date of the warrants and for a period of 8 months (i.e. until 31 July 2018 inclusive). The exercise price of the warrants is set at €0.65 per share. On the basis of the exercise ratio, 11 warrants give the holder the right to subscribe to 1 new Neovacs share at a price of €0.65. The new shares subscribed on exercise of the warrants will be identical to existing shares as soon as they are issued.

The redeemable stock warrants - named Neovacs BSAR - will be listed and tradeable on Euronext Growth under ISIN code FR0013260973 as of November 24, 2017.

The Company is not aware of the intentions of its major shareholders regarding the exercise of these warrants.

In accordance with the provisions of article L.411-2 of the French Monetary and Financial Code and article 211-2 of the General Regulations of the Autorité des Marchés Financiers (AMF), the issue does not require a Prospectus approved by the AMF, as the total amount of the offer is between €100,000 and €5,000,000 and concerns financial securities that do not account for more than 50% of the company's share capital.

A notice to shareholders relating to the issue will be published on November 22, 2017 in the Bulletin des Annonces Légales et Obligatoires (BALO).

Neovacs announced today that it has entered into a definitive agreement with several European investors (which are not shareholders) on this date with respect to a convertible debenture of 5.15 million euros. The convertible bonds (obligations convertibles) (the "CBs") will be subscribed at 95% of their par value and will not bear interest.

The conversion price of the CBs will depend on the stock price at the time of conversion[1]. Indicatively, based on the closing price of Neovacs' stock on November 21, 2017 (0.54 euro), if all the CBs were converted, 11,932,748 new shares would be issued, corresponding to à dilution rate of 15.08% (following exercise of all of the redeemable stock warrant).

[1] Le prix de conversion des OC sera égal au plus bas entre un cours de bourse moyen pondéré de l'action Néovacs précédant la notification de conversion diminué d'une décote de 10% et un cours de bourse moyen pondéré de l'action Néovacs précédant la décision d'émission des OC diminué d'une décote de 20%.

This conversion price will not be adjusted following the free grant of the redeemable stock warrant, which will occur prior to the issue of the CBs.

The Company will periodically publish on its website the number of new shares issued upon conversion of CBs.

The CBs will not be admitted to trading on Euronext Growth. The issue of the CBs will not require a prospectus to be submitted for approval to the AMF.

Listed on Euronext Growth Paris since 2010, Neovacs is today a leading biotechnology company focused on an active immunotherapy technology platform (Kinoids) with applications in autoimmune and/or inflammatory diseases. On the basis of the company's proprietary technology for inducing a polyclonal immune response (covered by five patent families that potentially run until 2032) Neovacs is focusing its clinical development efforts on IFNα-Kinoid, an immunotherapy being developed for the indication of lupus and dermatomyositis. Neovacs is also conducting preclinical development works on other therapeutic vaccines in the fields of auto-immune diseases, oncology, allergies and Type 1 diabetes. The goal of the Kinoid approach is to enable patients to have access to safe treatments with efficacy that is sustained in these life-long diseases. www.neovacs.fr

Contacts:

actionnaires@neovacs.com

+33 (0)1 53 93 00

+33 1 44 71 00 12 / + 33 6 88 20 35 59

afloyer@newcap.fr

+33 1 44 71 20 41 / +33 6 58 14 84 66

ljacquin@newcap.fr

chris@lifesciadvisors.com

The transaction proposed by NÉOVACS concerns the free allocation of 61,607,363 "BSAR" redeemable stock warrants to all shareholders, before neutralization of treasury shares.

Using the authorisation granted by the eleventh resolution adopted by shareholders at the Combined General Meeting of June 14, 2017, NÉOVACS's Board of Directors decided at its meeting of Octobre 27, 2017 to implement the delegations awarded by the General Meeting to sub-delegate to the Chief Executive Officer the right to adopt the final terms and conditions for the issuance of redeemable stock warrants and to carry it out.

Pursuant to the sub-delegation awarded by the Board of Directors on Octobre 27, 2017, the Chief Executive Officer decided on November 20, 2017, to issue and grant all shareholders a maximum of 61,607,363 BSAR, before the neutralization of treasury shares, as detailed below.

€0.53 euros representative of the share price at close of trading on November 20, 2017.

The subscription price of the Company's shares issued upon the exercise of the BSAR shall be fully paid up, upon the exercise of the BSAR in cash, including, where appropriate, by offsetting receivables on the Company in the conditions defined within the law.

To exercise their warrants, holders must make a request to the intermediary with which their shares are registered.

The new shares resulting from the exercise of the warrants will bear immediate dividend rights and will be listed under the same code as existing shares.