AMOEBA submits the building permit application for its 100% biocontrol manufacturing unit in the south of France
Lyon (France), February 16, 2023 – 5:45 p.m. – AMOÉBA (FR0011051598 – ALMIB), an industrial biotech in pre-commercialization* that is specialized in the treatment of microbiological risk, developing a biocontrol agent for the treatment of plants in agriculture and a biological biocide for the treatment of industrial water, announces that it has applied for building permit for its new production site dedicated to biocontrol application, based in Cavaillon in the south of France.
Conscious of its strategic role in the emergence of a biocontrol industrial network, Amoéba aims to develop an industrial site of over 3,000 m2 dedicated to the bio-production of its biocontrol agent. This large-scale project is part of the industrialization plan initiated by Amoéba in preparation for the commercialization of its plant protection products expected in 2025.
Chassieu: A leading industrial R&D center, optimized for the future production site
The industrialisation plan set up by Amoéba aims to reach a production capacity of 200 tonnes of finished products – equivalent to 40 tonnes of active substance – in order to cover the priority targeted markets, such as vines, vegetables and aromatic plants. To ensure the success of this industrial challenge, a gradual scale-up involving the creation of a new replicable pilot line is in progress at the historic site of Chassieu.
A new industrial site meeting the highest environmental standards
Located in the South of France, Amoéba’s new production unit is part of a project that involves the creation of a business park dedicated exclusively to naturalness, as part of the “Opération d’Intérêt Régional (OIR) Naturalité”.
In accordance with the project and its environmental values, Amoéba is working on the conception of an eco-responsible industrial site, respectful of its environment and autonomous in energy. Certified “Eco Parc+”, the site is expected to meet a number of ecological challenges: the preservation and enhancement of the countryside and biodiversity, the recycling of industrial water, the use of geothermal energy and the installation of photovoltaic panels on 60% of the roof surface.
A strong territorial presence
To support its industrial development, Amoéba relies on the expertise of the local companies involved in the business park project, in particular GSE Avignon, which specializes in business property.
The factory project carried out by Amoéba will also contribute to the development of the South of France and to the attractiveness of the region through the creation of local employment: in the long term, twenty-five full-time jobs will be created in order to manage the operations of the industrial site, both in terms of infrastructure and in terms of 4.0 process control technologies.
Amoéba’s industrial project represents a cost of 45 million euros (23 million in investments and 22 million in operational expenses) covering the period 2023-2025. As a reminder, Amoéba is supported by Redbridge Debt & Treasury Advisory in finding and setting up the required financing for this project (see press release of January 27, 2023).
“Through this project, Amoéba is proud to contribute to the objectives of the reindustrialization of France and the agro-ecological transition, by anticipating economic and societal changes in plant protection and building a more viable and healthier agriculture. After a remarkable year in terms of regulations in 2022, Amoéba is entering the year of its industrialisation with determination, with a highly committed and proactive team. The construction of this ambitious industrial project is likely to be carried out from October 2023 to the end of 2024, on condition of obtaining the building permit in 2023”, says Hervé Testeil, Industrial Director of Amoéba.
AMOEBA signs a new €9 million simple bond financing agreement with Nice & Green
Lyon (France), February 15, 2023 – 8:30 a.m. – AMOÉBA (FR0011051598 – ALMIB), an industrial biotech in pre-commercialization* that is specialized in the treatment of microbiological risk, developing a biocontrol agent for the treatment of plants in agriculture and a biological biocide for the treatment of industrial water, announces the signature of a new simple bond financing agreement with the Swiss company Nice & Green SA.
As a reminder, Amoéba’s industrial project for the construction of its biocontrol production site represents a cost of around 45 million euros (23 million in investments and 22 million in operational expenses) covering the period 2023-2025.
On 27 January 2023, Amoéba entered into a support agreement with Redbridge Debt and Treasury Advisory to assist it in its search for new financing (see press release of 27 January 2023).
Pending the search for and the obtaining of the said financing, Nice & Green SA agrees to continue to support Amoéba within the framework of a debt financing in the form of simple bonds with, as an exclusive guarantee of repayment, a commitment to issue warrants in the event of Amoéba’s failure to repay the simple bonds (SBs) at their maturity.
It is further agreed between the parties that Amoéba may at any time redeem the outstanding SBs at their nominal value plus capitalised interest and terminate the contract without early redemption fee.
This interim financing allows the company to start its industrial project immediately and to cover its expenses until December 2023. It is intended to be automatically reimbursed as soon as Redbridge Debt and Treasury Advisory has structured a financial contribution of more than €40M.
Legal Framework :
Acting on the authority of the Board of Directors held on 13 February 2023 and in accordance with the provisions of Article L. 228-40 of the French Commercial Code in respect of the simple bonds and, in respect of the warrants, the 16th resolution of the Combined General Meeting of shareholders of 24 May 2022 relating to the authorisation to issue, with cancellation of the preferential subscription right, ordinary shares or any securities giving access to the share capital or to the allocation of debt securities in favour of categories of persons, the Company has signed on February 14 2023 a contract for the issuance of Simple Bonds (SBs) for a maximum nominal amount of €9,000,000, divided into three tranches of €3,000,000 each, the drawing of which is at the discretion of the Company.
Characteristics of Simple Bonds :
In accordance with the terms of the Contract, Nice & Green SA has undertaken, except in the case of the usual defaults, to subscribe to 300 SBs in three tranches, each comprising 100 SOs, according to the following schedule.
| Tranche | Date of issue | SB |
| Tranche 1 | Between june 30 and august 31,2023 | 1 à 100 |
| Tranche 2 | Between sepember 1st and november 30,2023 | 101 à 200 |
| Tranche 3 | Between december 1st 2023 and Marche 1st 2024 | 201 à 300 |
SBs have a nominal value of thirty thousand (30,000) euros each. They will be subscribed at a unit price equal to ninety-four percent (94%) of their nominal value, i.e. twenty-eight thousand (28,200) euros each.
The contract does not provide for a commitment fee and no obligation on the part of Amoéba to issue the agreed SBs.
Each SB has a maturity of thirty (30) months from the date of issue.
The SBs will bear interest at the 6-month EURIBOR rate on the date of each drawdown plus 600 basis points.
Amoéba will reimburse in cash the SBs from the expiry of a period of six months after the date of issue of each tranche on a straight-line basis through the payment of 8 quarterly instalments.
Thus, the first repayment date for an amount of approximately EUR 430,000 (at the current EURIBOR rate) will be 31 March 2024 at the earliest.
In the event of a total or partial default on a quarterly payment due by Amoéba to Nice & Green SA, the lender will have the option of either pursuing an action for recovery of its bond debt or exercising its right to request the issuance of warrants, which will allow for the subscription of shares in the Company, the equivalent value of which will correspond to the lender’s bond debt.
Risks associated with the operation :
- • Risk related to the issuance of the OS: Taking into account the current Euribor rates, the interest rate of the OS would be around 9% to date
- • Risks related to the issuance of the warrants in the event of default on one or more maturities: In the event of the issuance of new shares resulting from the exercise of the warrants, the shareholders could see their stake in the Company’s share capital diluted.
As a reminder, the Company’s Universal Registration Document filed on 12 April 2022 with the Autorité des Marchés Financiers under number D22-0280 and registered on the Company’s website presents the main risk factors relating to the Company.
« This line of financing will allow Amoéba and Redbridge to find and finalize the necessary financing for the implementation of our industrial project. We are delighted to be supported by Nice & Green SA, which once again proves its confidence in Amoéba and its development project“, says Valérie FILIATRE, Deputy Managing Director of Amoéba.
Update on the 2020 convertible bond contract
As a reminder, Amoéba had signed on December 16, 2020 a contract for the issuance of bonds convertible into shares (the “OCA”) with Nice & Green SA (see press release of December 21, 2020).To date, the 7 tranches issued under this contract have all been converted between 29 April 2021 and 6 February 2023. This contract has been terminated without penalty or breakage cost.
Reminder of the financial calendar:
- March 30, 2023: Audited 2022 annual results
- May 25, 2023: General Meeting of Shareholders
AMOEBA: Cancellation of the issue of the 8th optional tranche of OCAs and signature of a support contract with Redbridge Debt and Treasury Advisory
Lyon (France), January 27, 2023 – 5h45 pm – AMOÉBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating bacterial risk in water and human wounds, and of a biocontrol product for plant protection, still in development phase, announces that it has terminated its convertible bond issue contract with Nice & Green SA and waived the issue of the 8th optional tranche of 80 OCAs as initially planned in the contract[i]. In order to adapt its financial strategy to its new industrial transformation challenges, Amoéba has concluded a contract with Redbridge Debt and Treasury Advisory to assist it in its search for financing.
As a reminder, Amoéba’s ambition is to build a production plant dedicated to biocontrol products, which could produce 40 tons of active substance per year, the equivalent of 100,000 hectares treated. This production site should be operational by early 2025 in order to start marketing its biocontrol products as soon as marketing authorisations are obtained in Europe and the United States. In order to finance this production site and to continue its operational and research activities over the next 3 years, the company estimates its total financial needs at €45 million. Amoéba has selected the independent advisory firm Redbridge Debt & Treasury Advisory to assist it in optimising its debt structure and putting in place the necessary financing.
This support should be carried out in 2 phases:
1) Search for the optimal financing strategy(ies) for Amoéba
2) Support in the structuring, promotion and execution of its financing operations until the 45 million euro envelope is obtained.
“Thanks to the financing received from Nice & Green over the last 3 years, Amoéba has been able to pursue its research and development efforts on the biocontrol application and is now entering a new phase of its industrial and commercial development. By relying on the experience of Redbridge Debt & Treasury Advisory, we hope to optimise our financing strategy and find the most suitable financing for our development“, says Fabrice PLASSON, Chairman and CEO of Amoéba.
[i] See press release of December 21, 2020
US EPA approves Amoeba’s biocide for use in closed cooling systems
Lyon (France), Décember 20th, 2022 – 17h45 – AMOÉBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating bacterial risk in water and human wounds, and of a biocontrol product for plant protection, still in development phase, informs that the US Environmental Protection Agency (US EPA) has approved the use of the Willaertia magna C2c Maky as an active substance for use cooling systems.
As a result of the EPA’s favorable pre-decision (see Press Release dated August 10th, 2022) and the public consultation required for any new active substance, completed on December 3rd, 2022, the amoeba Willaertia magna C2c Maky and the BIOMEBA products containing it are now approved in the United States for a biocidal use in closed cooling systems for the control of microbial slime (bioslime), microbially induced corrosion and general microbial flora.
“After more than 10 years of research and development, Amoéba is the very first company in the world to validate a biological biocide in the treatment of bacterial risk in water! This is a major success that the company will tend to develop over the next few years”, says Fabrice Plasson, CEO of Amoéba.
Besides, to continue the strategic alignment of the company, Amoéba has initiated the withdrawal of the biocidal active substance application in Europe, as was done in Canada (see Press Release dated October 19th, 2022).
AMOEBA announces the issuance of the seventh tranche of 40 bonds convertible into shares
Chassieu (France), December 14, 2022– 5.45 pm – AMOEBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating bacterial risk in water and human wounds, and a biocontrol product for plant protection, still in a development phase, announces the issuance of the seventh tranche of bonds convertible into shares (“OCAs”) of its bond financing with incentive program, namely 40 OCAs numbered from 361 to 400 fully issued to Nice & Green S.A.
This issue is part of the agreement entered into with Nice & Green S.A. on December 16, 2020 with a view to setting up a bond financing with a profit-sharing program through the issuance of 480 OCAs with a nominal value of EUR 50,000 each, representing a total nominal amount of the bond issue of EUR 24,000,000 (the “Issuance Agreement”).1
The Chairman and Chief Executive Officer of the Company, using the sub-delegation granted to him by the Board of Directors at its meeting on June 24, 2021, decided to issue on December 13, 2022, 40 OCAs numbered from 361 to 400 to the benefit of Nice & Green S.A. corresponding to the seventh tranche of the bond financing.
As provided for in the issuance agreement, these OCAs were fully subscribed at a price equal to 96% of their nominal value, representing a seventh tranche of OCAs for a total net amount of EUR 1,920,000.
As a reminder, the Company maintains on its website a monitoring table of the OCAs and the number of Amoéba shares in circulation (see Investors section / Regulatories information / Other information).
As an indication, the theoretical impact of the issue of this seventh tranche of OCAs is presented in the tables below in accordance with the OCA conversion formulas on the basis of 92% of the lowest volume-weighted average trading price of the Amoéba share at closing (as published by Bloomberg) over the six (6) trading days immediately preceding December 13, 2022, namely 0.8238 euros.
– Impact of the issue on the share of shareholders’ equity per share (calculation based on Amoéba’s shareholders’ equity as at june 30, 2022, prepared in accordance with International Financial Reporting Standards (IFRS) adjusted for capital increases completed up to December 13, 2022 i. e. 10,572,011 euros and the number of shares comprising the Company’s share capital as at December 13, 2022, i. e. 46,309,880 shares) :
(*) amount of shareholders’ equity at 30 june 2022 prepared in accordance with IFRS international financial standards and adjusted for capital increases completed until December 13, 2022
(**) assuming the full exercise of the share subscription warrants issued and allocated by Amoéba, exercisable or not, giving the right to subscribe for 200,000 new shares
– Impact of the issue on the participation of a shareholder holding 1% of Amoéba’s share capital prior to the issue of the seventh tranche (calculation based on the number of shares comprising Amoéba’s share capital as at December 13, 2022, i.e. 46,309,880 shares) :
(*) assuming the full exercise of the share subscription warrants issued and allocated by Amoéba, exercisable or not, giving the right to subscribe for 200,000 new shares
US EPA approves Amoeba’s biocontrol solution for agricultural use
Lyon (France), November 3, 2022 – 8.45 am- AMOÉBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating bacterial risk in water and human wounds, and of a biocontrol product for plant protection, still in development phase, informs that the US Environmental Protection Agency (US EPA) has approved the use of the lysate of Willaertia magna C2c Maky as an active substance for use in plant protection.
As a result of the EPA’s favorable pre-decision (see Press Release dated September 29th, 2022), the lysate of the amoeba Willaertia magna C2c Maky is now approved for use in the United States for the control of fungal plant diseases in agriculture.
In accordance with the pre-decision, the US EPA has confirmed the exemption of Willaertia magna C2c Maky lysate from maximum residue limits (see Press Release dated October 12th, 2022) and exemption of pre-harvest intervals when applied in accordance with instructions for use and good agricultural practices.
Formulations (products) containing Willaertia magna C2c Maky lysate will be subject to an application for marketing authorization to the EPA in 2023, with an approval expected in 2024.
Amoéba: a record year for the number and performance of field trials
Chassieu (France), October 20, 2022 – 5.45 pm – AMOÉBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating the risk in water and human wounds, and of a biocontrol product for plant protection, still in the testing phase, announces the publication of its 2022 field trial results.
With more than 120 field trials completed or underway in Europe, the United States, Brazil, Costa Rica and Asia, the winter 2021/summer 2022 field trial campaign is the largest ever undertaken by Amoéba.
The main objectives of these trials conducted by independent external service providers in small plots under GEP (Good Experimentation Practices) are to :
- Generate efficacy data for future marketing authorization applications in Europe, Brazil and California
- Evaluate the company’s formulations on new targets, in particular diseases of tropical crops, apple and certain vegetable crops.
- Conduct positioning trials in combination or in programs with other fungicides (in particular on vines, potatoes, wheat, vegetables and soybeans), foreshadowing experiments closer to practical use.
Two main formulations were tested depending on the crops: a suspension concentrate (SC) and an oil dispersion (OD).
1 – Crops / diseases already experimented in previous years
Vine / Wheat / Potato
Recent trials allowed to confirm the chosen rates, in liters per hectare (L/ha), for future marketing authorization applications and to accentuate the efforts to practically apply them (in associations or programs):
- Vine (mildew and powdery mildew): 2.5 L/ha alone – 1.25 L/ha in combination with copper
- Potato (late blight): 1.25 L/ha
- Wheat (depending on diseases): 1.25 to 2.5 L/ha
Vegetable crops
A major campaign of 27 trials was conducted in 2022 in Southern Europe and California, and is still ongoing in Spain and Italy to test the efficacy of our product on vegetable crops.
Against downy and powdery mildews on field crops (cucurbits, lettuce) the product confirmed the good results of previous years. Almost systematically, the performance was better compared to other biocontrol products.
On tomatoes, grown in open field and intended for processing, all trials this year, conducted in the heart of the main growing area in Italy, confirmed the great potential of the product. In fact, our solution was as efficient as copper against mildew, especially for the protection of fruits, in a situation of medium-high infestation. It is thus possible, in a program including 6 treatments, to replace 4 copper treatments by our solution without impacting the level of protection (up to 80% efficiency on leaves and 100% on fruits).
2 – New targets / Temperate crops
Vegetable crops under greenhouse
Against powdery mildew in greenhouse crops (tomato and cucumber), very good results have been measured for this first year of experimentation in Greece and Italy. Sometimes less efficient than the reference sulfur, the product appears systematically more efficient than the reference biocontrol products (70% efficiency on cucumber for example, against only 24% for the reference).
Apple tree
This year is also marked by the start of trials on a new target category: fruits, in particular apples. Massively treated (up to 20 treatments per year for European producers) and exposed to chemical residues, apples represent an important world market, continuously in search of biofungicides.
Two trials on scab conducted in France and Italy on lightly contaminated apple trees have demonstrated strong activity of the product (particularly on fruit), similar to copper at its highest tested dose.
This result will be confirmed in situations of more severe infestation, in this important market lacking any natural solutions to date.
Turf
The first trial against Fusarium on turf during the winter of 2021/2022 on a golf course in Italy showed 50-60% efficacy with both formulations. This performance is statistically equivalent to the one of the reference chemical fungicide.
3 – New targets / Tropical crops
The product has been tested in all major tropical markets.
Soybean
A campaign of about ten trials was conducted in Brazil in different producing states (Mato Grosso, Mato Grosso do Sul, Goias, Parana, Rio Grande do Sul). These trials targeted the main disease, Asian soybean rust, but also a series of so-called “end-of-cycle” diseases, notably target spot, septoria, cercosporiosis and powdery mildew.
Under these conditions, good efficacy was observed with both tested formulations, and this at relatively low dose rates. Even in the most contaminated trials, the product efficacy was frequently similar to that of the widely used reference fungicide (chlorothalonil).
Furthermore, when used in a mixture, the product complements well the performance of a chemical fungicide, making it a very useful combination to limit the appearance of resistant rust strains, responsible for the efficacity decrease of the latest chemical fungicides.
In one of the most infested trials, the best treatment was this combination of chemical fungicide and Amoeba suspension concentrate, statistically superior to all references and other combinations (66% efficacy against 40-45% for the other programs). A high versatility against all end-of-cycle diseases was also observed.
Our product therefore confirms its effectiveness against soybean rust, as well as its potential to be integrated into field crop treatment programs.
Banana
For the first year, three trials were conducted (Indonesia, Brazil, trial in progress in Costa Rica) against the main banana disease: black Sigatoka. In the wettest growing areas, bananas are treated all year round, once a week (52 applications per year).
The results of the first two completed trials show that the products (especially with the OD oil dispersion formulation) have the same performance as chlorothalonil (45% efficacy in one, 95% in the other), one of the most widely used fungicides on this crop. This old fungicide, banned in Europe in 2019, will probably be banned in the medium term in many banana-producing countries.
Furthermore, an in-vitro test carried out by a specialized laboratory in Costa Rica has just demonstrated that amoeba formulations inhibit the germination of Mycosphaerella fijiensis spores, which is a key advantage on this crop where spores are permanently present in the environment.
This result confirms this mode of action, which has already been observed on many pathogens (notably downy mildew on grapes and soybean rust).
There is therefore great potential in this major crop where all the operators are looking for non-chemical, alternative or complementary solutions to preserve the environment, reduce residues on fruit and create associations with the best chemical fungicides in order to limit the risk of emerging resistant strains.
The number of trials will now be increased, in order to specify the practical rate and to start working on the integration of the product in the annual treatment programs.
4 – Conclusions
Four years of field experimentation, with more than 300 trials conducted by Amoéba in many countries, has contributed to the acquisition of a solid knowledge on Willaertia magna C2c Maky lysate-based products.
The broad spectrum, the ability to control many diseases on specialized crops as well as on field crops, in temperate climate and also in tropical areas, the higher level of performance compared to biofungicides available on the market, allow to consider a positioning of Amoeba’s products as an alternative or as a complement to chemical fungicides, and in particular as a direct substitute of the two most important contact fungicides used in the world, mancozeb and chlorothalonil (both already banned in Europe), on a certain number of crops.
Amoeba withdraws its biocide file in Canada to focus its resources on strategic priorities
Lyon (France), October 19, 2022 – 17h45 – AMOÉBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating bacterial risk in water and human wounds, and of a biocontrol product for plant protection, still in development phase, announces that it will not pursue the application for its living amoeba-based biocide in Canada.
Considering the high regulatory risk of this application, which mobilizes human and financial resources, Amoeba has decided to definitively withdraw the application for registration in Canada and to focus its resources on low regulatory risk applications, mainly the biocontrol application which has received positive evaluations in Europe and in the United States so far (see Press Releases of April 25, 2022 and September 29, 2022 respectively) and the biocidal application in closed cooling towers in the United States (see Press Release of August 10, 2022).
Amoeba is also pursuing its research and development of other uses of the amoeba, in its non-living lysed form, which presents a much lower regulatory risk than the living form, and therefore a high chance of success.
Amoéba: publication of a scientific article concerning the efficacy of its biocontrol products to fight potato late blight
Chassieu (France), October 18 2022 – 5.45 pm – AMOÉBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating the risk in water and human wounds, and of a biocontrol product for plant protection, still in the testing phase, announces the publication of a second scientific article on its biocontrol application (https://www.mdpi.com/2223-7747/11/20/2756/pdf) in the special issue « Plant Bioprotection » de Plants, journal of the MDPI Group, peer-reviewed.
This paper presents, for the first time to the international scientific community, the efficacy of the biocontrol products based on the lysate of the amoeba Willaertia magna C2c Maky on potato late blight. Scientific data demonstrating the dual mode of action of the lysate to control potato late blight are presented:
– the indirect effect via the stimulation of the plant’s natural defences
– the direct anti-germinative effect against the pathogen, Phytophtora infestans, responsible for potato late blight.
The data, collected in trials carried out by independent service providers, that have demonstrated efficiency in greenhouses and in the field (2020 and 2021 seasons), are also published. They show that lysate of the amoeba Willaertia magna C2c Maky, a product of natural origin, protects plant without additional treatment up to 77% when the disease was low (28% of the surface of the untreated plants affected) and up to 49% when the untreated plants were destroyed at 100%. A yield increase was also obtained with up to 30% more tubers.
« This second scientific paper in the frame of plant protection area, dealing with the efficacy of our biocontrol solution against potato late blight, is part of an ongoing effort to increase scientific knowledge on the amoeba Willaertia magna C2c Maky. It confirms its strong potential as a plant protection agent. We are continuing R&D operations and tests on other crops, the results of which will also be the subject of new publications,” says Dr Sandrine Troussieux, chief scientific officer at Amoéba.
Amoéba informs that the US EPA approves tolerance exemption for the biocontrol active substance on foodstuffs
Lyon (France), October 12th, 2022 – 1h15pm – AMOÉBA (FR0011051598 – ALMIB), producer of a biological biocide capable of eliminating bacterial risk in water and human wounds, and of a biocontrol product for plant protection, still in development phase, informs that the U.S. Environmental Protection Agency (US EPA) has approved the tolerance exemption for the biocontrol active substance on foodstuffs.
Following its positive pre-decision (see Press Release of September 29, 2022), the EPA has approved the exemption of a maximum permissible level (tolerance exemption) for the lysate of Willaertia magna C2c Maky, corresponding to the regulatory threshold of pesticide residue concentration, above which the marketing of a food product is no longer allowed.
The decision of the US EPA can be seen on the federal register:
https://www.federalregister.gov/documents/2022/10/12/2022-22045/lysate-of-willaertia-magna- c2c-maky-exemption-from-the-requirement-of-a-tolerance
The Company is still awaiting the final decision on the authorization of the biocontrol active substance by the EPA, which is expected before the end of October.