Nanobiotix Places Shares and Warrants with US Investor

NANOBIOTIX (Euronext: NANO – ISIN: FR0011341205), a clinical-stage French nanomedicine company (the “Company”) working on the local treatment of cancer, and listed on Euronext, Paris, announced the completion of a private placement on November 24, 2014.

The private placement was carried out in accordance with applicable French and U.S. private placement exemptions, and has been made with Capital Ventures International (“CVI”), a U.S. investor, and includes the following securities and terms:

• purchase by the investor of 650,000 new shares (the “New Shares”) (with 650,000 warrants attached) of the Company for a total subscription amount of €10,393,500, representing around 4.85% of the Company’s outstanding shares prior to the private placement;
• the price per share was set at €15.99, representing a 15% discount to the volume weighted average price on Euronext Paris (“VWAP”) on each of the 5 trading days immediately preceding the issue date;
• each warrant entitles CVI to subscribe, at any time and in one or more installments until June 30, 2016, for one additional share per warrant, i.e. a maximum of 650,000 additional ordinary shares of the Company (the “Additional Shares”) at a price of €21.63 per share (i.e., 115% of the arithmetic average of the VWAP of the Company's shares on each of the five (5) trading days immediately preceding the pricing date). In addition, the Company is entitled to require CVI to exercise the warrants if the daily VWAP of the Company's ordinary shares exceeds 150% of the exercise price of the warrants, i.e., €32.45, for any twenty (20) out of thirty (30) consecutive trading days before the expiration of the warrants on June 30, 2016;
• the warrants’ exercise price will automatically be adjusted downwards (but not to be less than 95% of the arithmetic average of the VWAP of the Company's shares on each of the five (5) trading days immediately preceding the pricing date) in the event of any subsequent new issue of shares or securities giving access to the capital of the Company on the basis of a price per share lower than the exercise price of the warrants (excluding any options or other incentive shares to employees and executives of the group not to exceed 5% of the capital);
• if all warrants are exercised, the total additional subscription amount would be €14,059,500;
• subject to certain conditions, the investor has also committed to purchase an additional tranche of up to €10 million (or 650,000 shares maximum, if the euro value is lower) that the Company may issue in its discretion place with the investor (subject to any required corporate authorizations, and other closing conditions) from November 25, 2015 to March 31, 2016, at a price per potential new share equal to 85% of the arithmetic average of the VWAP of the Company's shares on each of the five (5) trading days immediately preceding the issue date (but in no event greater than the VWAP of the Company’s shares on the trading day immediately preceding the applicable date);
• in connection with the private placement, the Company has agreed not to issue more shares or other equity securities (subject to standard exemptions including stock options) for a period ending 9 months following the issue of the New Shares as well as of the Additional Shares, as applicable; and
• the Company has also granted certain other protections to CVI in connection with the warrants, in the event of any transaction leading to change in control (e.g., mergers or tender offers).

The private placement was completed on November 24, 2014. Piper Jaffray & Co. and its affiliates served as sole lead placement agent and Trout Capital served as co-placement agent for the private placement.

The purpose of the offering is to provide Nanobiotix with funding to assist in the development of NBTRXR3, its main product, including for the purposes of (i) continuing a soft tissue sarcoma registration clinical trial being conducted by the Company; (ii) expanding its clinical development program; (iii) investigating new clinical indications in the United States and Europe; and (iv) extending capabilities of the new subsidiary in the United States.

About NANOBIOTIX: www.nanobiotix.com

Nanobiotix (Euronext: NANO / ISIN: FR0011341205) is a clinical-stage nanomedicine company pioneering novel approaches for the local treatment of cancer. The Company’s first-in-class, proprietary technology, NanoXray, enhances radiotherapy energy with a view to provide a new, more efficient treatment for cancer patients. NanoXray products are compatible with current radiotherapy treatments and are meant to treat a wide variety of cancers (soft tissue sarcoma, breast cancer, liver cancer, head and neck cancer, glioblastoma, prostate) via multiple routes of administration.

Nanobiotix’s lead product NBTXR3, based on NanoXray, is currently under clinical development for soft tissue sarcoma and locally advanced head and neck cancer. The Company, based in Paris, France, has partnered with PharmaEngine for clinical development and commercialization of NBTXR3 in Asia.

Nanobiotix is listed on the regulated market of Euronext in Paris (ISIN: FR0011341205, Euronext ticker: NANO, Bloomberg: NANO: FP).

Important Information

This press release is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by Nanobiotix nor a solicitation of an offer to subscribe for securities in any jurisdiction, including France.

In particular, this press release and the information contained herein do not constitute an offer or solicitation of an offer to subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities described herein have not been and will not be registered under the U.S. Securities Act and Nanobiotix does not intend to register securities or conduct a public offering in the United States.

The distribution of this press release in certain countries may be subject to specific regulations. Any person who comes into possession of this press release must inform himself or herself of and comply with any such restrictions.

Forward-looking Information

This press release contains certain forward-looking statements concerning Nanobiotix and its business, including the Company’s strategy and plans for the Company’s products. Such forward-looking statements are, by their nature, subject to a number of important risks and uncertainties, and actual results, financial conditions, performance or achievements of Nanobiotix may be materially different from the plans, objectives and expectations expressed or implied in such forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and Nanobiotix undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by law.