Filed Pursuant to Rule 424(b)(5)
Registration No. 333-262545
PROSPECTUS SUPPLEMENT (To Prospectus Dated February 16, 2022)
5,599,130 Ordinary Shares
(Including 3,106,907 Ordinary Shares In the Form of American Depositary Shares)
We are offering 5,599,130 ordinary shares, €0.03 nominal value per share, in a global offering consisting of (i) a public offering in the United States of 3,106,907 ordinary shares in the form of American Depositary Shares (“ADSs”), each representing one ordinary share (the “U.S. offering”) and (ii) an offering of 2,492,223 ordinary shares outside of the United States exclusively addressed to “qualified investors,” as such term is defined in article 2(e) of the Regulation (EU) No. 2017/1129 of the European Parliament and Council of June 14, 2017 (the “European offering”).
Our ordinary shares are listed on the regulated market of Euronext in Paris (“Euronext Paris”) under the symbol “NANO.” Our ADSs are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NBTX.” On October 31, 2023, the last reported sale price of our ordinary shares on Euronext Paris was €6.04 per ordinary share and the last reported sale price of our ADSs on Nasdaq was $6.55 per ADS.
The U.S. offering and the European offering are collectively referred to in this prospectus as the offering. The total number of ordinary shares (including those in the form of ADSs) in the U.S. offering and the European offering is subject to reallocation between them.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.
Pursuant to an existing securities purchase agreement, Johnson & Johnson Innovation – JJDC, Inc. (“JJDC”) is obligated to subscribe, subject to any required regulatory approvals, for $25.0 million of our ordinary shares in the form of restricted ADSs (the “Placement Amount”) at a price per ADS equal to the public offering price in the U.S. offering in a concurrent private placement, exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to French foreign investment control rules, the Placement Amount is required to be reduced such that JJDC will initially subscribe for 3,762,923 restricted ADSs (representing, together with JJDC’s existing stake and without taking into account any potential exercise of the underwriters’ option to purchase additional ADSs, 9.99% of the outstanding voting rights of our capital stock (the “Regulatory Cap”)) for $20.2 million. Upon, and subject to, the approval of the French Ministry of Economy, JJDC will subscribe for 901,256 additional restricted ADSs (corresponding to the portion of the Placement Amount in excess of the Regulatory Cap) for $4.8 million. The closing of this offering is not conditioned on the closing of the concurrent private placement.
Investing in the ordinary shares (including those in the form of ADSs) involves risks. Please read “Risk Factors” beginning on page S-8
of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of certain risks you should consider before investing in our securities.
Under the authority granted by our shareholders to conduct the offering, the securities that we are offering may only be purchased initially by natural or legal persons (including companies), trusts and investment funds, or other investment vehicles, whatever their form (including any investment fund or venture capital companies), governed by French or foreign law, whether they are our shareholders or not, that invest on a regular basis, or that have invested at least €1 million over the 36 month-period preceding the issuance, in the healthcare or biotechnology sectors.
Neither the Securities and Exchange Commission nor any U.S. state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Proceeds to us (before expenses)
The underwriters will not receive any fees in connection with the sale of restricted ADSs to JJDC in the concurrent private placement. We refer you to “Underwriting” beginning on page S-15 of this prospectus supplement for additional information regarding underwriting compensation.
For the U.S. offering, delivery of the ADSs is expected to be made on or about November 7, 2023, through the book-entry facilities of The Depository Trust Company. For the European offering, delivery of the ordinary shares is expected to be made on or about November 7, 2023 through the book-entry facilities of Euroclear France. We have agreed to issue, at the option of the underwriters, within 30 days from the date of the underwriting agreement to be executed between us and the underwriters, up to an aggregate of 839,869 additional ADSs to be sold to the several underwriters at the applicable offering price. If the underwriters exercise this option in full, the total underwriting commissions payable by us will be €1.96 million ($2.07 million) and the total proceeds to us, before expenses, will be €30.69 million ($32.44 million).
Joint Book-Running Managers
Prospectus Supplement dated November 2, 2023