Innate Pharma (IPHA) Establishes New At-The-Market Program on Nasdaq

Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) (“Innate” or the “Company”) today announced that it has filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to a new At-The-Market (“ATM”) program. Pursuant to this program, the Company may offer and sell to eligible investors (as described below) a total gross amount of up to $75 million of American Depositary Shares (“ADS”), each ADS representing one ordinary share of Innate, from time to time in sales deemed to be an “at the market offering” pursuant to the terms of a sales agreement with Jefferies LLC (“Jefferies”), acting as sales agent. The timing of any sales will depend on a variety of factors. The ATM program is presently intended to be effective unless terminated in accordance with the sales agreement or the maximum amount of the program has been reached. In connection with the establishment of a new ATM program, the Company has terminated the sales agreement, dated as of May 3, 2022, relating to its previous ATM program, effective as of April 19, 2023.

The Company currently intends to use the net proceeds, if any, of sales of ADSs issued under the program to fund the research and development of its product candidates and for working capital and general corporate purposes.

Jefferies, as sales agent, will use commercially reasonable efforts to arrange on the Company’s behalf for the sale of all ADSs requested to be sold by the Company, consistent with Jefferies’ normal sales and trading practices. Sales prices may vary based on market prices and other factors.

The ADSs and the underlying ordinary shares will be issued through a capital increase without shareholders’ preferential subscription rights under the provisions of Article L. 225-138 of the French Commercial Code (Code de commerce) and pursuant to the 22nd resolution adopted by the Annual General Meeting of Shareholders held on May 20, 2022 (the “2022 Annual General Meeting”), within the limit of a maximum number of 23,922,825 ordinary shares and ADSs (being the maximum authorized by the shareholders in such resolution), representing a maximum potential dilution of approximately 22.97% based on the existing share capital of the Company.

It should be noted that the 2023 Annual General Meeting of Shareholders has been convened for May 12, 2023 (the “2023 Annual General Meeting”). During the 2023 Annual General Meeting, new resolutions allowing for capital increases will be put to the shareholders’ vote. If they are approved, they will replace, inter alia, the aforementioned 22nd resolution adopted by the 2022 Annual General Meeting of Shareholders. Therefore, from then on, ADSs offered in the ATM and the underlying ordinary shares would be issued through a capital increase without shareholders’ preferential subscription rights and reserved to (i) industrial or commercial companies involved in the pharmaceutical / biotechnological sector, (ii) investment companies or investment funds’ management companies or investment funds, governed by French or foreign law that invest on a regular basis in the pharmaceutical/biotechnological sector, or (iii) any other legal person (including a trust) or natural person that invest on a regular basis, in the pharmaceutical / biotechnological sector, under the provisions of Article L. 225-138 of the French Commercial Code (Code de commerce) and pursuant to the 26th resolution that would be adopted by the 2023 Annual General Meeting. The maximum number of ordinary shares and ADSs that can be issued is 24,155,537 ordinary shares (being the maximum authorized by the shareholders in such resolution), representing a maximum potential dilution of approximately 23.14% based on the existing share capital of the Company. Sales under the ATM program effected pursuant to the 22nd resolution adopted by the 2022 Annual General Meeting of Shareholders or the 26th resolution that would be adopted by the 2023 Annual General Meeting would be effected after an investor would have approached Jefferies to indicate its interest in acquiring ADSs.

The ADSs offered in the ATM can only be offered to “Qualified Institutional Buyers” as defined in Rule 144A under the US 1933 Securities Act, as amended (the “Securities Act”) or to “accredited investors” as defined in Regulation D under the Securities Act.

On an illustrative basis, assuming the issuance of the full amount of $75 million of ADSs under the ATM program at an assumed offering price of $2.995, the last reported sale price of the ADSs on Nasdaq on April 20, 2023, a holder of 1.0% of the outstanding Company’s share capital as of the date of this press release, would hold 0.76% of the outstanding Company’s share capital after the completion of the transaction (calculated on the basis of the number of outstanding shares on the date of publication of this press release).

During the term of the ATM program, the Company will include in the publication of its financial results information about its use of the program during the preceding quarter and will also provide an update after each capital increase on a dedicated location on its corporate website in order to inform investors about the main features of each issue that may be completed under the ATM program from time to time. In addition, in case of a particularly significant capital increase, the Company will publish an ad hoc press release.

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