Exhibit
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Description
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By-laws (statuts) of the registrant (English translation), as amended on April 28, 2021
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Operating and Financial Review and Prospects for the six-month periods ended June 30, 2021 and 2020
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NANOBIOTIX S.A.
(Registrant)
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February 4, 2022
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By:
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/s/ Bart Van Rhijn
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Bart Van Rhijn
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Chief Financial Officer
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/s/ Laurent Lévy |
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Laurent Lévy |
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research and development in physical and natural sciences;
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the filing, study, acquisition, granting of any patents, licences, processes, trademarks and protection of specialised knowledge relating or referring in any way to the areas or technologies covered by the corporate purpose;
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the design, development, manufacture, distribution, import, export and operation by any means of medicinal products, pharmaceuticals, medical devices and other healthcare products;
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the creation, acquisition, rental, lease-management of any business, the leasing, setting up, operation of any establishments, businesses, factories, workshops, relating to any of the specified activities;
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the company’s participation through any means, in all operations that might relate to its purpose through the creation of new companies, subscription or purchase of securities or corporate rights, merger or otherwise;
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and, more generally all financial, commercial, industrial operations, security and real estate transactions that may relate directly or indirectly to the above purpose or to any similar or related purposes, likely to promote its
development or expansion.
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8.1 |
Shares registered in accounts are freely transferable from one account to another through a wire, in accordance with applicable laws and regulations.
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8.2 |
The company may also, subject to applicable laws and regulations, at its own expense, request from an authorized agency at any time, the name, or, in the case of a legal entity, the corporate name, nationality, and address of holders of
securities granting an immediate or future right to vote at its shareholders’ meetings, and the number of securities held by each of them and, if applicable, any restrictions to which these securities may be subject.
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temporary appointment of members of the supervisory board as provided for in article L. 225-78 of the French commercial code;
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authorization of securities, endorsements and guarantees provided for in the last paragraph of article L. 225-68 of the French commercial code;
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decision taken pursuant to a delegation granted by the extraordinary shareholders’ meeting in accordance with the second paragraph of article L. 225-65 of the French commercial code to amend the Bylaws in order to comply with applicable
laws and regulations;
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convening shareholders’ meetings; and
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transfer of the registered office within the same department (département).
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19.1. |
Securities, endorsements and guarantees given by the company must be authorised by the supervisory board under the conditions provided for by law.
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19.2. |
Any agreement to be entered into, whether directly or through an intermediary between the company and any member of the executive board or supervisory board, any shareholders holding more than 10% of the voting rights or, in the case a
legal entity being a shareholder, the company controlling it within the meaning of article L. 233-3 of the French commercial code, must be submitted for the prior approval of the supervisory board.
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to grant a proxy in accordance with applicable laws,
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to vote by correspondence, or
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to grant a proxy to the company without indicating any agent,
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For the six-month period ended June 30,
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(in thousands of euros)
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2021
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2020
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Revenues and other income
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||||||||
Revenues
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10
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37
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Other income
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1,309
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1,411
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Total revenues and other income
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1,319
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1,448
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Research and development expenses
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(15,506
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)
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(13,077
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)
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Selling, general and administrative expenses
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(10,176
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)
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(6,755
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)
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Other operating income and expenses
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(5,414
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)
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—
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Total operating expenses
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(31,096
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)
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(19,832
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)
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Operating income (loss)
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(29,778
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)
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(18,384
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)
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Financial income
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2,511
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234
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Financial expenses
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(3,152
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)
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(2,428
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)
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Financial income (loss)
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(640
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)
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(2,194
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)
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Income tax
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(2
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)
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(1
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)
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Net loss for the period
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(30,420
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)
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(20,579
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)
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For the six months ended June 30,
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(in thousands of euros)
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2021
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2020
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Services
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5
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37
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Other sales
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5
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—
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Total revenues
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10
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37
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Research tax credit
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1,227
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888
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Subsidies
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62
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494
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Other
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20
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28
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Total other income
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1,309
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1,411
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Total revenues and other income
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1,319
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1,448
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For the six months ended June 30,
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(in thousands of euros)
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2021
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2020
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Purchases, sub-contracting and other expenses
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(9,386
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)
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(7,096
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)
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Payroll costs (including share-based payments)
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(5,105
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)
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(5,397
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)
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Depreciation, amortization and provision expenses
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(1,015
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)
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(583
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)
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Total research and development expenses
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(15,506
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)
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(13,077
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)
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For the six months ended June 30,
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(in thousands of euros)
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2021
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2020
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Purchases, fees and other expenses
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(5,152
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)
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(2,955
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)
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Payroll costs (including share-based payments)
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(4,848
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)
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(3,641
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)
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Depreciation, amortization and provision expenses
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(176
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)
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(159
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)
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Total SG&A expenses
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(10,176
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)
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(6,755
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)
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the issuance of ordinary shares of the Company, including the net proceeds from the initial public offering of the Company on the regulated market Euronext in Paris in October 2012, from several public and private placement capital
increases and from the global offering of the Company, including its U.S. initial public offering, in December 2020.
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loans, conditional advances and grants awarded by governmental entities, including:
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the EIB finance contract and royalties agreement granted in July 2018 by the EIB to the Company, from which the Company drew (i) the initial tranche of €16.0 million (repayable in a single installment at maturity) upon satisfying the
requisite documentary criteria in October 2018 and (ii) the second tranche of €14.0 million (repayable in semi-annual installments of principal and interest after a two year grace period) in March 2019 upon achieving the requisite performance
criteria (the positive evaluation of the Phase III clinical benefit/risk ratio of NBTXR3 for the treatment of STS by the French notified body covering medical devices, GMED, and the successful identification of the recommended NBTXR3 dosage
in the locally advanced head and neck cancers clinical trial).
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a €2.1 million repayable advance received from Bpifrance in 2013 through France’s Strategic Industrial Innovation program, an interest-free innovation loan of €2.0 million from Bpifrance received in September 2016 and a non-dilutive €1.0
million financing agreement granted in June 2020 as part of Bpifrance’s Deep Tech program in order to support Curadigm’s Nanoprimer technology.
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an aggregate of €10 million in state guaranteed loans (“Prêt garanti par l’Etat” or “PGE”) pursuant to a €5 million PGE agreement with HSBC France in June
2020 (the “HSBC PGE Loan”) and a €5 million PGE agreement with Bpifrance in July 2020 (the “Bpifrance PGE Loan”).
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For the six months ended June 30,
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(in thousands of euros)
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2021
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2020
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Net cash flows used in operating activities
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(15,071
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)
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(12,879
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)
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Net cash flows used in investing activities
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(50
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)
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(83
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)
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Net cash flows from (used in) financing activities
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(1,703
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)
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4,404
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Effect of exchange rates changes on cash
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8
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54
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Net decrease in cash and cash equivalents
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(16,814
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)
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(8,505
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)
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(in thousands of euros)
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Bpifrance advance
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Interest-free
Bpifrance loan
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EIB Loan
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Curadigm
Bpifrance advance
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Total
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As of December 31, 2020
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2,216
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974
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29,251
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285
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32,727
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Impact of discounting and accretion
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9
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11
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4
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8
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31
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Accumulated fixed interest expense accrual
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16
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—
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889
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—
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906
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Accumulated variable interest expense accrual
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—
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—
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1,955
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—
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1,955
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Repayment
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—
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(250
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)
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(350
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)
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—
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(600
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)
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As of June 30, 2021
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2,241
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735
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31,749
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292
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35,018
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(in thousands of euros)
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HSBC
“PGE”
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Bpifrance
“PGE”
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Total
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As of December 31, 2020
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5,020
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5,044
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10,064
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Impact of discounting and accretion
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22
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42
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64
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Accumulated fixed interest accrual
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(3
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)
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11
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8
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As of June 30, 2021
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5,039
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5,096
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10,136
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advances its ongoing clinical trials of NBTXR3;
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initiates and conducts additional planned clinical trials of NBTXR3;
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continues the research and development of other product candidates or other applications of NBTXR3;
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seeks regulatory approvals for any product candidates that successfully complete clinical trials;
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scales-up its manufacturing capabilities to support the launch of additional clinical trials and the commercialization of the Company’s product candidates, if approved;
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establishes a sales and marketing infrastructure for the commercialization of its product candidates, if approved;
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maintains, expands and protects its intellectual property portfolio;
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hires additional clinical, quality control and scientific personnel; and
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adds operational, financial and management information systems and personnel, including personnel to support its product development and commercialization efforts.
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For the six months ended June 30,
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(in thousands of euros)
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2021
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2020
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Acquisition of software and other intangible assets
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4
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17
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Acquisition of property, plant and equipment (1)
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45
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57
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Net Capital expenditures
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49
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74
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(1) |
Does not include €19 thousand increase in right-of-use resulting from the rent annual indexation of Villejuif buildings.
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