CROSSJECT announces the successful completion of an equity financing and warrant issuance for a total immediate gross amount of €15 million
- Provides immediate new financing to support the Company’s next strategic milestones
- Strengthens shareholders’ equity and improves the Company’s financial structure
- Supports the continuation of ZEPIZURE® regulatory activities, including upcoming EUA-related steps, and the ramp-up of production readiness throughout 2026
- May provide additional funding upon exercise of the warrants
- Total subscription price of €2.33 per unit, including approximately €1.704 for the share component and €0.626 for the warrant component
DIJON, FRANCE, May 22, 2026 – 07h30 (CET) – CROSSJECT (ISIN: FR0011716265; Euronext: ALCJ), a specialty pharmaceutical company developing products for emergency situations based on its proprietary ZENEO® needle-free auto-injector technology, currently in the advanced stages of development and registration for ZEPIZURE®, an injectable for the management of epileptic seizures, today announces the successful completion of a capital increase (the “Capital Increase”) reserved for a specific category of investors in the amount of 15 million euros through the issuance of 6,441,300 shares with a par value of 0.10 euros per share (the “New Shares”), representing 10.8% of its share capital, at a subscription price of 1.704 euro per share, and the issuance of 6,441,300 stock subscription warrants (the “Stock Subscription Warrants”) subscribed at a price of 0.626 euro per Stock Subscription Warrant (the “Stock Subscription Warrant Issuance” and, together with the Capital Increase, the “Transaction”). Four Stock Subscription Warrants entitle the holder to subscribe for five common shares upon payment of an exercise price of 2.68 euros per common share. The total number of common shares that may be subscribed for upon exercise of the 6,441,300 Stock Subscription Warrants is 8,051,625 common shares.
Purpose of the Offering and Use of Proceeds
The net proceeds of the issuances will be used primarily
(i) to fund the Company’s general corporate needs and extend its cash runway,
(ii) to continue the regulatory development activities relating to ZEPIZURE®, in particular in view of the next steps associated with the EUA process,
(iii) to pursue the investments and preparatory work required to ramp up industrial capacity, and
(iv) to strengthen the Company’s equity and, more generally, improve its financial structure.
The Company believes that the Transaction will thereby strengthen its shareholders’ equity, improve the resilience of its balance sheet and provide it with improved financial visibility to continue executing its strategic and operational roadmap.
Key Features of the Operation
Capital Increase
The New Shares will be issued through a capital increase without preemptive subscription rights for shareholders and reserved for a specific category of investors (as described in greater detail in the resolution) pursuant to the fourth resolution of the Company’s Extraordinary General Meeting of Shareholders held on January 31, 2025 (the “General Meeting”).
The number of common shares to be subscribed, the subscription price, and the list of eligible investors were determined by the Chairman of the Management Board, in accordance with the subdelegation granted by the Management Board on May 21, 2026. The Capital Increase was authorized by the Company’s Supervisory Board on May 21, 2026.
The subscription price for the New Shares has been set at 1.704 euro per New Share, representing a discount of 19.95% on the volume-weighted average of the stock prices over the fifteen (15) trading days ending May 21, 2026.
Settlement and delivery of the New Shares is expected to take place on May 26, 2026. Upon settlement and delivery, the New Shares will be fungible with the Company’s existing shares.
The New Shares will be listed on Euronext Growth under ISIN number FR0011716265.
Stock Subscription Warrants entitling the holder to subscribe for common stock
The Stock Subscription Warrants are issued pursuant to the second resolution of the General Meeting, without preemptive subscription rights through a private placement governed by Article L. 411-2, 1° of the French Monetary and Financial Code (i.e., through an offering to certain qualified investors and/or a limited group of investors acting on their own behalf).
The number of Stock Subscription Warrants to be subscribed to, the subscription price, the exercise price, and the list of eligible investors were determined by the Chairman of the Management Board, in accordance with the subdelegation granted by the Management Board on May 21, 2026. The issuance of warrants was authorized by the Company’s Supervisory Board on May 21, 2026.
The subscription price of the Stock Subscription Warrants was set at 0.626 euro (calculated based on the Black and Scholes valuation of the warrants assuming a volatility of 29.755%, equal to the volatility over the last 12 months of the Euronext Next Biotech index ) and the exercise price of the Stock Subscription Warrants was set at 2.68 euros, representing a premium of 8.94% over the Company’s last closing share price (2.46 euros). The combined subscription and exercise price of the Stock Subscription Warrants is 3.306 euros per subscribed share, representing a premium of 55.31% over the volume-weighted average of the stock prices for the fifteen (15) trading days preceding the setting of the issue price (ending May 21, 2026). If the Stock Subscription Warrants are exercised, the Company could receive an additional amount of up to 21.6 million euros.
Four Stock Subscription Warrants entitle the holder to subscribe for five common shares. The 6,441,300 Stock Subscription Warrants entitle the holder to subscribe for a total of 8,051,625 common shares. They may be exercised by their holders at any time for a period of three years.
The Stock Subscription Warrants are freely transferable, subject to applicable laws and regulations. They will not be listed.
Undertaking of Non-Issuance and Non-Transferability
As part of the Capital Increase, the Company has undertaken not to issue any shares or securities conferring ownership interests in the Company for a period of 90 calendar days (subject to certain customary exceptions or waivers).
The members of the Company’s Management Board and key Supervisory Board members have also agreed not to transfer any shares or securities giving access to the capital for a period of 90 calendar days (subject to certain customary exceptions or waivers).
Impact of the Transaction on Share Capital
Upon settlement, the New Shares will represent 10.8% of the Company’s share capital, and the Company’s share capital will amount to 5,977,067.50 euros, divided into 59 770 675 shares.
For example, a shareholder holding 1% of the Company’s capital prior to the Capital Increase will hold 0.89% of the Company’s share capital following the issuance of the New Shares (or 0.79% following the exercise of all Stock Subscription Warrants).
Other features of the Operation
The Transaction will not require a prospectus to be filed with the AMF for approval.
Maxim Group LLC acted as exclusive placement agent.
Publicly available information and risk factors
Risks Related to the Transaction
Readers are advised to consider the following risks: (i) shareholders who do not participate in the Transaction will see their ownership interest in the Company diluted as a result of the Transaction and the issuance of new shares, or in the event of a further capital increase to finance the Company’s growth, (ii) the potential sale by the Company’s major shareholders of a significant number of the Company’s shares could have an adverse impact on the Company’s share price, (iii) the market price of the Company’s shares is likely to change and fall below the subscription price of the shares issued in connection with the Capital Increase and the exercise price of the warrants, and (iv) the volatility and liquidity of the Company’s shares could fluctuate significantly.
General risks
Detailed information about the Company, including its operations, financial information, results, outlook, and risk factors, is provided in the 2025 Annual Report, which is available on the Company’s website.
Investors are encouraged to review the risk factors described in the 2025 Annual Report.
Forward-Looking Statements by CROSSJECT
This press release may contain forward-looking statements. Although the Company believes that its projections are based on reasonable assumptions, any statements in this press release other than statements of historical fact regarding future events are subject to (i) change without notice, (ii) factors beyond the Company’s control, (iii) the results of clinical studies, (iv) regulatory requirements, (v) increases in production costs, (vi) market access, (vii) reimbursement, (viii) competition, and (ix) potential claims regarding its products or intellectual property. These statements may include, but are not limited to, any statements beginning with, followed by, or including words or phrases such as “objective,” “believe,” “expect,” “aim,” “intend to,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “may have,” “probably,” “should,” “could,” and other words and expressions of similar meaning or used in the negative form. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that may, in certain circumstances, result in material differences between the actual results, performance, or achievements of the Company and those anticipated or expressed explicitly or implicitly by such forward-looking statements. A list and description of these risks, uncertainties, and contingencies are included in the Company’s 2025 Annual Report. Furthermore, these forward-looking statements are valid only as of the date of this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, the Company assumes no obligation to publicly update these forward-looking statements, even if new information becomes available.
This press release was prepared in French and English. In the event of any discrepancies between the two texts, the French version shall prevail.
WARNING
This document and the information contained herein do not constitute an offer to sell or a solicitation of an offer to buy Crossject securities.
No communication or information regarding the Company’s issuance of its shares may be made to the public in any country where registration or approval is required. No steps have been taken or will be taken in any country where such steps would be required. The issuance or subscription of shares may be subject to specific legal or regulatory restrictions in certain countries. The Company assumes no liability for any violation of such restrictions by any person.
This document does not constitute and should not be considered to constitute a public offering, an offer to purchase, or an invitation to the public to express interest in a public offering. The distribution of this document may be subject to specific regulations in certain countries. Persons in possession of this document must inform themselves of any local restrictions and comply with them.
With respect to the Member States of the European Economic Area (including France) (the “Member States”), no action has been taken and will not be taken to enable a public offering of the securities described in this document that would require the publication of a prospectus in any of the Member States. Consequently, the Company’s securities may not be offered and will not be offered in any of the Member States, except in accordance with the exemptions provided for in Article 1(4) of the Prospectus Regulation or in other cases that do not require the Company to publish a prospectus pursuant to Article 1 of the Prospectus Regulation and/or the applicable regulations in that Member State.
For the purposes of this notice, the term “public offer” in connection with any shares of the Company in any Member State means the communication, in any form and by any means, of sufficient information regarding the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for the securities, as may be modified by the Member State. The term “Prospectus Regulation” refers to Regulation (EU) 2017/112S, as amended from time to time, and includes any relevant implementing measures in the Member State.
This document does not constitute a public offering in France, and the securities referred to herein may only be offered or sold in France in accordance with Article L. 411-2 of the French Monetary and Financial Code. Furthermore, pursuant to the authorization granted by the General Meeting, only persons falling within the categories specified in the 6th and 11th resolutions of that General Meeting may subscribe to the offering.
This document does not constitute an offer of securities or any solicitation to purchase securities of the Company in the United States or in any other jurisdiction where such an offer or solicitation may be subject to restrictions. The Company’s 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 “Securities Act”). The Company’s securities have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States.
The distribution of this document (which includes any form of communication) is subject to the restrictions set forth in Section 21 (Restrictions on “financial promotion”) of the Financial Services and Markets Act 2000 (“FSMA”). This document is intended and addressed solely to persons who (i) are outside the United Kingdom, (ii) have professional experience in investment matters and are “investment professionals” as defined in section 1S(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) fall within the scope of Section 4S(2)(a) to (d) (“high net worth companies,” “unincorporated associations,” etc.) of the Order, and (iv) any other persons to whom this document may lawfully be communicated (all such persons referred to in (i), (ii), (iii), and (iv) being collectively referred to as “Qualified Persons”). This document must not be used in the United Kingdom by persons who are not Qualified Persons. Any investment in connection with this document may be offered or entered into in the United Kingdom only with Qualified Persons.
This press release must not be published, transmitted, or distributed, directly or indirectly, in the United States of America, Canada, Australia, or Japan.
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