| Share Capital | Share Capital 10.1 Capital issued Accounting policies Ordinary shares are classified in shareholders’ equity. The cost of equity transactions that are directly attributable to the issue of new shares or options is recognized in shareholders’ equity as a deduction from the proceeds of the issue. Detail of share capital transactions (in thousands or number of shares) Nature of transaction Share Capital Premiums related to share capital Number of shares December 31, 2019 672 153,139 22,415,039 March 6, 2020 Capital increase 9 0 316,083 June 24, 2020 Subscription of 2020 warrants — 1 — June 26, 2020 Subscription of 2020 warrants — 1 — June 29, 2020 Subscription of 2020 warrants — 2 — June 30, 2020 Subscription of 2020 warrants — 1 — July 27, 2020 Capital increase — — 6,000 July 28, 2020 Private placement Capital increase 99 20,030 3,300,000 July 28, 2020 Private placement Capital increase transaction costs — (1,387) — December 16, 2020 U.S. Initial public offering initial deal € - Nasdaq (€11.14) 56 20,609 1,855,000 December 16, 2020 U.S. Initial public offering initial deal $ - Nasdaq ($13.50) 163 60,494 5,445,000 December 18, 2020 U.S. Initial public offering green shoe $ - Nasdaq ($13.50) 33 12,165 1,095,000 December 18, 2020 U.S. Initial public offering costs — (9,322) — December 31, 2020 1,033 255,735 34,432,122 March 31, 2021 Capital increase AGA 2018-1 1 — 24,500 March 31, 2021 Capital increase AGA 2019-1 11 — 369,250 April 20, 2021 Warrants attribution — (11) — May 31, 2021 Warrants subscription (BSA 2021) — 43 — December 31, 2021 1,045 255,767 34,825,872 As of December 31, 2021, the share capital was €1,044,776.16 divided into 34,825,872 fully paid in ordinary shares each with a par value of €0.03, as compared with the 2020 share capital of €1,032,963.66 divided into 34,432,122 fully paid in ordinary shares, each with a par value of €0.03 and the 2019 share capital of €672,451.17 divided into 22,415,039 fully paid in ordinary shares each with a par value of €0.03. In 2021, the increase in share capital is inherent to the definitive acquisition of free shares warrants related to the AGA 2018-1 and AGA 2019-1 plans. In 2020, the increase in share capital is mainly related to the U.S. initial public offering, which closed in December 2020. In the global offering, a total of 8,395,000 ordinary shares was issued, as follows: • 5,445,000 ordinary shares in the form of ADSs were issued in the United States at $13.50 per ADS; • 1,855,000 ordinary shares were issued through a concurrent offering in certain jurisdictions outside of the United States to certain investors at €11.14 per ordinary share; and, • the underwriters for the global offering exercised in full their option to purchase 1,095,000 additional ADSs at the same public offering price of $13.50 per ADS. As of December 31, 2020, €10.7 million of transaction costs had been recorded, €9.3 million of which were related to the initial public offering in the United States, and are recognized as a reduction to premiums related to share capital. Those transaction costs were almost paid in full as of December 31, 2020. The remaining €349 thousand were paid in 2021. 10.2 Treasury shares On December 31, 2021, the Company held 15,456 treasury shares under a liquidity contract compared to 12,970 treasury shares as of December 31, 2020. This liquidity contract complies with the general regulations of, and market practices accepted by, the French Financial Markets Authority (“AMF”), entered into following the Company’s French initial public offering in 2012. These shares were deducted from IFRS equity in the amount of €202 thousand and €196 thousand as of December 31, 2021 and 2020, respectively. 10.3 Founders’ warrants, warrants, stock options and free shares Accounting policies Accounting policies for share-based payments are described in Note 17. Detail of change in founders’ warrants, warrants, stock options and free shares As of December 31, 2021 and 2020, the Company had the following type of equity plans in place: founders’ warrant (BSPCE) plans, warrant (BSA) plans, stock option (OSA) plans and free shares (AGA) plans. The following tables summarize activity in these plans during the years ended December 31, 2021 and 2020. Founders’ warrants (BSPCE) Type Grant Exercise Outstanding Issued Exercised Forfeited Outstanding Number of BSPCE 2012-2 December 18, 2012 6.63 100,000 — — — 100,000 100,000 BSPCE 08-2013 August 28, 2013 5.92 50,000 — — — 50,000 50,000 BSPCE 09-2014 September 16, 2014 18.68 86,150 — — — 86,150 86,150 BSPCE 2015-1 February 10, 2015 18.57 68,450 — — — 68,450 68,450 BSPCE 2015-3 June 10, 2015 20.28 30,700 — — (350) 30,350 30,350 BSPCE 2016 February 2, 2016 14.46 202,617 — — (1,776) 200,841 200,841 BSPCE 2017 January 7, 2017 15.93 180,850 — — (1,350) 179,500 179,500 Total 718,767 — — (3,476) 715,291 715,291 Type Grant Exercise Outstanding Issued Exercised Forfeited Outstanding Number of BSPCE 2012-2 December 18, 2012 6.63 100,000 — — — 100,000 100,000 BSPCE 08-2013 August 28, 2013 5.92 50,000 — — — 50,000 50,000 BSPCE 09-2014 September 16, 2014 18.68 92,100 — — (5,950) 86,150 86,150 BSPCE 2015-1 February 10, 2015 18.57 70,950 — — (2,500) 68,450 68,450 BSPCE 2015-3 June 10, 2015 20.28 38,400 — — (7,700) 30,700 30,700 BSPCE 2016 February 2, 2016 14.46 212,969 — — (10,352) 202,617 202,617 BSPCE 2017 January 7, 2017 15.93 187,166 — — (6,316) 180,850 180,850 Total 751,585 — — (32,818) 718,767 718,767 By way of exception, the Executive Board decided to lift, for three former employees and for two former members of the Executive Board, the continued service condition, and, where applicable for a former Executive Board member, the performance conditions to which the exercise of certain BSPCEs was subject, notwithstanding the termination of their employment agreement and/or corporate office. The impact of share-based payments on income is detailed in Note 17. The probability of meeting the performance conditions for the 2016 BSPCE, BSA and OSA performance plans was reassessed as of December 31, 2021. As a consequence, no new instrument became issuable. Warrant Plans (BSA) Type Grant date Exercise Outstanding at Issued Exercised Forfeited Outstanding Number of BSA 04-12 May 4, 2012 6.00 30,000 — — — 30,000 30,000 BSA 2013 April 10, 2013 6.37 6,000 — — — 6,000 6,000 BSA 2014 September 16, 2014 17.67 10,000 — — — 10,000 10,000 BSA 2015-1 February 10, 2015 17.67 21,000 — — — 21,000 21,000 BSA 2015-2(a) June 25, 2015 19.54 64,000 — — — 64,000 64,000 BSA 2015-2(b) June 25, 2015 19.54 — — — — — — BSA 2016 February 2, 2016 13.74 36,208 — — (36,208) — — BSA 2016-2 November 3, 2016 15.01 8,000 — — (8,000) — — BSA 2017 January 7, 2017 15.76 18,000 — — — 18,000 18,000 BSA 2018-1 March 6, 2018 13.55 28,000 — — — 28,000 28,000 BSA 2018-2 July 27, 2018 16.102 5,820 — — — 5,820 5,820 BSA 2019-1 March 29, 2019 11.66 18,000 — — — 18,000 18,000 BSA 2020 March 17, 2020 6.59 18,000 — — — 18,000 18,000 BSA 2021 (a) April 21, 2021 13.47 — 48,103 — (33,672) 14,431 14,431 BSA 2021 (b) April 21, 2021 13.64 — 30,000 — — 30,000 30,000 Total 263,028 78,103 — (77,880) 263,251 263,251 Type Grant date Exercise Outstanding at Issued Exercised Forfeited Outstanding Number of BSA 04-12 May 4, 2012 6.00 30,000 — — — 30,000 30,000 BSA 2013 April 10, 2013 6.37 6,000 — — — 6,000 6,000 BSA 2014 September 16, 2014 17.67 10,000 — — — 10,000 10,000 BSA 2015-1 February 10, 2015 17.67 21,000 — — — 21,000 21,000 BSA 2015-2(a) June 25, 2015 19.54 64,000 — — — 64,000 64,000 BSA 2015-2(b) June 25, 2015 19.54 6,000 — — (6,000) — — BSA 2016 February 2, 2016 13.74 36,208 — — — 36,208 36,208 BSA 2016-2 November 3, 2016 15.01 8,000 — — — 8,000 8,000 BSA 2017 January 7, 2017 15.76 18,000 — — — 18,000 18,000 BSA 2018-1 March 6, 2018 13.55 28,000 — — — 28,000 28,000 BSA 2018-2 July 27, 2018 16.102 5,820 — — — 5,820 5,820 BSA 2019-1 March 29, 2019 11.660 18,000 — — — 18,000 18,000 BSA 2020 March 17, 2020 6.59 — 18,000 — — 18,000 18,000 Total 251,028 18,000 — (6,000) 263,028 263,028 At a meeting on April 20, 2021, the Executive Board, acting pursuant to the delegation granted by the Company’s shareholders' meeting held on November 30, 2020 granted 48,103 warrants to members and observers of the Supervisory Board, each entitling its holder to subscribe one ordinary share, each with a par value of €0.03 and at a price of €13.47 (share premium included). The designated warrants included 18,103 warrants that were issued in replacement of certain 2016 ordinary warrants that became null on February 2, 2021. The subscription period was open from the date of the meeting of the Executive Board until September 30, 2021, inclusive. As of December 31, 2021, 14,431 warrants have been subscribed by their beneficiaries. The warrants can be exercised at any time during a 10-year period, subject to the satisfaction of the following conditions: • the subscription by the relevant beneficiary of his/her warrant; • the relevant holder has attended at least 75% of the Supervisory Board meetings held during the twelve months preceding the exercise of the warrants or, as the case may be, the date the holder ceases to be part of the Group; and • the recommended dose for two out of the three patient cohorts enrolled in the study 1100 has been determined in order to define the next steps of the immuno-oncology development plan. It is being specified that (i) the Executive Board, with the prior approval of the Supervisory Board, shall acknowledge the satisfaction of such condition and (ii) such condition shall automatically be waived in the event of a change of control. At the same meeting, the Executive Board, acting pursuant to the above mentioned delegation, also granted 30,000 warrants to a consultant of the Company, each warrant giving its holder the right to subscribe one ordinary share, each with a par value of €0.03 and at a price of €13.64 (share premium included) at any time during a 10-year period subject to (i) the subscription by such consultant of the warrants and (ii) the drafting by such consultant of a Chemistry, Manufacturing, Control (CMC) risk assessment report. The corresponding subscription period has been fixed from the date of the meeting of the Executive Board until July 20, 2021 inclusive. As of December 31, 2021, no warrants have been subscribed by the beneficiary. In addition, as of December 31, 2021 the report is not prepared yet. Therefore, the warrants are not vested yet. At a meeting on March 17, 2020, the Executive Board, acting pursuant to the delegation granted by the thirty-fourth resolution of the annual shareholders' meeting dated April 11, 2019 and following the approval granted by the Supervisory Board on March 13, 2020, granted 18,000 warrants to members of the Supervisory Board, each entitling the holder to subscribe to a defined number of ordinary shares with a par value of €0.03, at a price of €6.59. The holders subscribed to the warrants prior to the end of the subscription period on September 30, 2020. Stock Option Plans (OSA) Type Grant date Exercise Outstanding at Issued Exercised Forfeited Outstanding Number of OSA 2016-1 February 2, 2016 13.05 400 — — — 400 400 OSA 2016-2 November 3, 2016 14.26 4,000 — — — 4,000 4,000 OSA 2017 January 7, 2017 14.97 500 — — — 500 500 OSA 2018 March 6, 2018 12.87 52,000 — — — 52,000 52,000 OSA 2019-1 March 29, 2019 11.08 28,750 — — (500) 28,250 28,250 OSA LLY 2019 October 24, 2019 6.41 500,000 — — — 500,000 500,000 OSA 2020 March 11, 2020 6.25 400,709 — — (13,253) 387,456 387,456 OSA 2021-04 April 20, 2021 13.74 — 571,200 — (80,000) 491,200 491,200 OSA 2021-06 June 21, 2021 12.99 — 120,000 — — 120,000 120,000 Total 986,359 691,200 — (93,753) 1,583,806 1,583,806 Type Grant date Exercise Outstanding at Issued Exercised Forfeited Outstanding Number of OSA 2016-1 February 2, 2016 13.05 400 — — — 400 400 OSA 2016-2 November 3, 2016 14.26 4,000 — — — 4,000 4,000 OSA 2017 January 7, 2017 14.97 500 — — — 500 500 OSA 2018 March 6, 2018 12.87 54,000 — — (2,000) 52,000 52,000 OSA 2019-1 March 29, 2019 11.08 30,250 — — (1,500) 28,750 28,750 OSA LLY 2019 October 24, 2019 6.41 500,000 — — — 500,000 500,000 OSA 2020 March 11, 2020 6.25 — 407,972 — (7,263) 400,709 400,709 Total 589,150 407,972 — (10,763) 986,359 986,359 At a meeting on April 20, 2021, the Executive Board, acting pursuant to delegations granted by the Company’s shareholders’ meeting held on November 30, 2020, granted to certain employees of the Group and members of the Executive Board 571,200 stock options (including 143,200 stock options and 428,000 performance stock options), each giving its holder the right to subscribe one ordinary share, each with a par value of €0.03 and at a price of €13.74 (share premium included). Such stock options are governed by the 2020 stock option plan adopted by the Executive Board on February 9, 2021 and approved by the Company’s annual shareholders’ meeting held on April 28, 2021 (the “2020 Stock Option Plan”). The ordinary stock options are exercisable as follows: • up to one-third of the ordinary stock options as from April 20, 2022; • an additional one-third of the ordinary stock options as from April 20, 2023, • the balance, i.e., one-third of the ordinary stock options as from April 20, 2024, subject to, for each increment, a continued service condition, and in any case, • no later than 10 years after the date of grant, it being specified that stock options which have not been exercised by the end of this 10-year period will be forfeited by law. The performance stock options may be exercised under the following conditions: • 10% of the stock options may be exercised when the market price of the Company’s shares on the regulated market of Euronext in Paris reaches €24.00, • an additional 10% of the stock options may be exercised when the market price of the Company's shares on the regulated market of Euronext in Paris reaches €30.00, • an additional 40% of the stock options may be exercised when the market price of the Company’s shares on the regulated market of Euronext in Paris reaches €40.00, • an additional 40% of the stock options may be exercised when the market price of the Company's shares on the regulated market of Euronext in Paris reaches €60.00, and • at the latest within 10 years of the date of grant, it being specified that stock options which have not been exercised by the end of this 10-year period will be forfeited by law. It being specified that (i) among such performance stock options that may be exercised, and subject to, for each increment, a continued service condition, their holders may only exercise (x) up to 10% of such performance stock options as from April 20, 2022, (y) an additional 30% of such performance stock options as from April 20, 2023, and (z) the balance, i.e., 60% of such performance stock options as from April 20, 2024, and (ii) such additional vesting condition shall be automatically waived in the event of a change of control. The number of ordinary and performance stock options that may be exercised under the above exercise schedules would always be rounded down to the nearest whole number. At a meeting on June 21, 2021, the Executive Board, acting pursuant to the delegation granted by the shareholders’ meeting held on November 30, 2020 granted 60,000 ordinary stock options to Mr. Bart Van Rhijn following his entry into the Company and his appointment as a Member of the Executive Board. Such stock options are governed by the 2020 Stock Option Plan. Acting pursuant to a delegation granted by the Company’s annual shareholders’ meeting held on April 28, 2021, it also decided to adopt the 2021 stock option plan and to grant to Mr. Bart Van Rhijn 60,000 performance stock options governed by such plan. Each of such 120,000 stock options (whether ordinary and performance) gives it holders the right to subscribe one ordinary share, each with a par value of €0.03 and at a price of €12.99 (share premium included). The exercise conditions of the 143,200 ordinary stock options and 428,000 performance stock options granted on April 20, 2021 described above shall apply mutatis mutandis to these 60,000 ordinary stock options and 60,000 performance stock options respectively, save for the anniversary date which shall be June 30 rather than April 20. In addition, in accordance with French regulation, the exercise of the above stock options (whether ordinary and performance) are subject to an additional performance condition as soon as they are granted to a member of the Executive Board: determination of the recommended dose for two of the three patient cohorts enrolled in the NBTXR3-1100 clinical study, in order to be able to define the next stage of the development plan in immuno-oncology. At a meeting on March 11, 2020, the Executive Board adopted the 2019 Stock Option Plan and, acting pursuant to the authorization granted by the thirty-second resolution of the annual shareholders' meeting dated April 11, 2019, granted 407,972 stock options (the “OSA 2020”), 300,000 of which to members of the Executive Board and Mr. Alain Dostie and the remaining 107,972 to employees of the Company, under such 2019 Stock Option Plan. Each OSA 2020 entitles its holder to subscribe one ordinary share of the Company with a par value of €0.03, at an exercise price of €6.25 (issue premium included). The OSA 2020 may be exercised as follows: • up to one-third of the OSA 2020 as from March 11, 2021; • an additional one-third of the OSA 2020 as from March 11, 2022; and • the balance, i.e., one-third of the OSA 2020 as from March 11, 2023, subject to, for each increment, a continued service condition. In addition, the Executive Board decided that the exercise of the OSA 2020 granted to members of the Executive Board and Mr. Alain Dostie would also be subject to the achievement of positive results in the 1100 study in 2020. The satisfaction of this performance condition was acknowledged by the Executive Board, with the approval of the supervisory board, on March 17, 2021. By way of exception, the Executive Board decided to lift the continued service condition of the OSA 2020 for two former Executive Board members as well as to accelerate, as from June 30, 2021, the vesting of the OSA 2020 one of these former executive board members holds, enabling him to exercise all of them, in the context of his departure from the Company. Free share plans (AGA) Type Grant date Exercise Outstanding at Issued Definitively acquired Forfeited Outstanding Number of AGA 2018-1 March 6, 2018 n.a. 24,500 — (24,500) — — — AGA 2018-2 July 27, 2018 n.a. — — — — — — AGA 2019-1 March 29, 2019 n.a. 372,000 — (369,250) (2,750) — — AGA 2020 March 11, 2020 n.a. 50,000 — — — 50,000 50,000 AGA 2021 April 20, 2021 n.a. — 362,515 — (2,003) 360,512 360,512 Total 446,500 362,515 (393,750) (4,753) 410,512 410,512 Type Grant date Exercise Outstanding at January 1, Issued Definitively acquired Forfeited Outstanding Number of AGA 2018-1 March 6, 2018 n.a. 355,250 — (316,083) (14,667) 24,500 24,500 AGA 2018-2 July 27, 2018 n.a. 6,000 — (6,000) — — — AGA 2019-1 March 29, 2019 n.a. 385,000 — — (13,000) 372,000 372,000 AGA 2020 March 11, 2020 n.a. — 50,000 — — 50,000 50,000 Total 746,250 50,000 (322,083) (27,667) 446,500 446,500 At a meeting on April 20, 2021, the Executive Board, acting pursuant to the authorization granted by Company’s shareholders’ meeting on November 30, 2020, granted 362,515 free shares, each with a par value of €0.03 to certain employees of the Group and members of the Executive Board. Such free shares will be subject to a one-year holding period starting at the end of the two-year acquisition period, i.e. starting on April 20, 2023. Such free shares are governed by the 2020 free share plan adopted by the Executive Board on February 9, 2021. Furthermore, the final vesting of the free shares granted to members of the Executive Board is conditioned upon the determination of the recommended dose for two out of the three patient cohorts enrolled in the NBTXR3-1100 clinical study in order to define the next steps of the development plan in immuno-oncology. At a meeting on March 11, 2020, the Executive Board, acting pursuant to the authorization granted by the thirty-third resolution of the annual shareholders’ meeting dated April 11, 2019, granted 50,000 free shares (the “AGA 2020”) with a par value of €0.03 to Ms. Anne-Juliette Hermant, a member of the Executive Board. In addition to the acquisition and holding conditions detailed below, the acquisition of the AGA 2020 granted to Ms. Hermant is conditioned upon the achievement of positive results in Study 1100 in 2020. The satisfaction of this performance condition was acknowledged by the Executive Board, with the approval of the Supervisory Board, on March 17, 2021. Free share vesting conditions The AGA 2020 and AGA 2021 are subject to, for French tax residents, a two-year acquisition period and a one-year holding period, and, for foreign tax residents, a three-year acquisition period. The free shares granted by the Company are definitively acquired at the end of the acquisition period as set by the Executive Board. At the end of such period, the beneficiary is the owner of the shares. However, during the holding period (as set by the Executive Board), if any, the shares may not be sold, transferred or pledged. Unless otherwise decided by the supervisory and executive boards of the Company, the AGA 2020 and the AGA 2021 are subject to continued service during the acquisition period (i.e., for the AGA 2020, until March 11, 2022 and for AGE 2021, until April 20, 2023), it being specified that, failing such continued service, the beneficiary definitively and irrevocably loses his or her right to acquire the relevant AGA 2020 or AGA 2021. Unless otherwise decided by the supervisory and executive boards of the Company, in the event of disability or death of a beneficiary before the end of the acquisition period, the relevant free shares shall be definitely acquired at, respectively, the date of disability or the date of the request of allocation made by his or her beneficiary in the framework of the inheritance, provided that such request is made within six months from the date of death. At a meeting on March 17, 2021, the Executive Board acknowledged the definitive acquisition of 24,500 free shares granted on March 6, 2018 following a three-year acquisition period, thus acknowledging the related share capital increase of €735. At a meeting on April 1, 2021, the Executive Board acknowledged the definitive acquisition of 369,250 free shares granted on March 29, 2019 following a two-year acquisition period, thus acknowledging the related share capital increase of €11,077.50. At a meeting on September 22, 2020, the Executive Board acknowledged the definitive acquisition of 6,000 free shares granted on July 27, 2018 following a two-year acquisition period, thus acknowledging the related share capital increase of €180. In accordance with the terms of the free shares, the Executive Board decided to lift, for seven Company’s employees and a former Executive Board member, the continued service condition to which the definitive acquisition of their free shares is subject, notwithstanding the termination of their employment agreement or corporate office. The impact of share-based payments on income is discussed in Note 17. As of December 31, 2021, the assumptions related to the estimated vesting of the founders’ warrants, the warrants and performance stock-options have been updated (see Note 17). |
