AprilBio completed a 346.8 billion won third-party allocation capital increase to TKG Huchem and IMM-affiliated investment entities, with TKG Huchem securing management control through board seat majority despite IMM's special purpose company becoming the largest shareholder by equity. The transaction proceeded without repricing despite recent volatility in the biotech sector, with investors maintaining the original issuance price and terms agreed in the previous month. AprilBio will use the capital to expand global clinical development, invest in new pipelines, and acquire promising drug candidates, with total cash holdings expected to reach approximately 440 billion won.
AprilBio Issues Shares Across Three Classes at Fixed Prices
AprilBio issued 3,608,595 voting convertible preferred shares, 4,095,456 ordinary shares, and 1,222,254 non-voting convertible preferred shares. The actual issuance amounts were 155 billion won, 141.8 billion won, and 50 billion won respectively, totaling 346.8 billion won. The voting convertible preferred shares were issued at 42,953 won per share, with TKG Huchem acquiring 3,492,189 shares for approximately 150 billion won. Ordinary shares were issued at 34,620 won per share, with IMM Healthcare No. 8 LLC receiving 2,023,998 shares and IMM Scale-up Bio No. 1 LLC receiving 2,071,458 shares. Non-voting convertible preferred shares were issued at 40,908 won per share, with IMM Healthcare No. 8 LLC acquiring 1,100,029 shares and IMM Scale-up Bio No. 1 LLC acquiring 122,225 shares. IMM entities invested a total of approximately 191.8 billion won in ordinary and non-voting preferred shares.
TKG Huchem Controls Board While IMM Entity Becomes Largest Shareholder
IMM Healthcare No. 8 LLC will become AprilBio's largest shareholder by equity once the capital increase and existing share purchase from CEO Cha Sang-hoon are finalized. The board of directors will consist of three registered directors nominated by TKG Huchem and two registered directors nominated by CEO Cha's side, including one independent director. TKG Huchem will exercise management control through its board majority. AprilBio changed the share subscription entity from IMM Asset Management to IMM Healthcare No. 8 LLC, transferring the contractual position after the originally planned private equity fund and SPC establishment was completed. IMM Healthcare No. 8 LLC is an SPC established this month by IMM Healthcare No. 8 Private Investment Limited Partnership for this share acquisition. The fund's general partner is IMM Asset Management, and the largest investor is Korea Development Bank Capital with a 45.33% stake.
Transaction Includes Call and Put Options with Defined Timelines
Under the joint investment agreement, TKG Huchem holds a call option to acquire all or part of AprilBio shares held by IMM entities from one year after transaction closing until five years. IMM entities hold a put option to require TKG Huchem to purchase all their shares for one month starting the day after five years from transaction closing. Tag-along rights were established allowing IMM entities to sell their shares together if TKG Huchem divests its stake.
AprilBio Allocates Funds to Clinical Trials and Pipeline Expansion
The 191.8 billion won raised through ordinary and non-voting convertible preferred share issuance will be used for research and development costs. AprilBio plans to invest the secured funds in expanding global clinical development, developing new pipelines, and acquiring promising drug candidates. The recent acquisition of dual-target short interfering RNA platform-based metabolic disease drug candidates from Curigen represents part of the pipeline expansion strategy. AprilBio has operated around its existing antibody-based sustained efficacy platform SAFA and will expand R&D into new modalities including siRNA while pursuing external pipeline technology acquisition and joint research. All newly issued shares are subject to a one-year lock-up period. The 4,095,456 ordinary shares are scheduled to be listed on August 13, while convertible preferred shares will not be separately listed.
FAQ
What did AprilBio complete with TKG Huchem and IMM entities?
AprilBio completed a 346.8 billion won third-party allocation capital increase, issuing voting convertible preferred shares, ordinary shares, and non-voting convertible shares to TKG Huchem and IMM-affiliated investment entities without repricing despite biotech sector volatility.
How does TKG Huchem control AprilBio despite not being the largest shareholder?
TKG Huchem controls AprilBio by nominating three of five board seats, securing board majority and management control, while IMM Healthcare No. 8 LLC becomes the largest shareholder by equity stake after transaction closing.
