On July 14, 2026 Celyad Oncology SA (Euronext: CYAD) (the "Company" or "Celyad Oncology"), reported that it has entered into a subscription agreement for a private placement financing (the "Transaction") with an affiliate of Fortress Investment Group LLC ("Fortress Investment Group").
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
Under the terms of the subscription agreement, CFIP CLYD (UK) Limited ("Fortress") will subscribe to a capital increase for an aggregate amount of €500,000 in exchange for 2,500,000 newly issued ordinary shares of Celyad Oncology. The shares will be issued at a subscription price of €0.20 per share, which represents a 15% discount to the volume-weighted average price (VWAP) of Celyad Oncology’s shares on Euronext Brussels over the ten (10) trading days preceding the date of the advice of the committee of independent directors. The private placement is expected to close on or around 15 July 2026, subject to the satisfaction of customary closing conditions.
The private placement is being conducted within the limits of the Company’s authorized capital as approved by the Extraordinary Shareholders’ Meeting of 14 November 2023, with cancellation of the preferential subscription rights of the existing shareholders in favour of Fortress. Following and subject to the issue of the shares to Fortress, Fortress is expected to hold approximately 60.52% of the Company’s outstanding shares and approximately 68.75% of the voting rights.
The net proceeds of the private placement will be used for working capital and general corporate purposes. The Company believes that following the consummation of the private placement, its cash runway will be extended from Q3 2026 to mid Q2 2027, providing additional time for the Company to identify, pursue, and implement opportunities to strengthen its balance sheet. The subscription agreement contains customary representations, warranties and covenants of the Company and Fortress.
As Fortress qualifies as a related party of the Company within the meaning of article 7:97 of the Belgian Code of Companies and Associations (the "BCCA") on account of its shareholding in the Company and its representation on the board of directors, the board of directors applied Article 7:97 of the BCCA, which requires, among other things, the intervention of a committee of independent directors to give an opinion to the board of directors. The conclusions of the committee’s opinion is as follows: "The Committee has assessed the envisaged Transaction in light of the criteria included in article 7:97 of the BCCA and concluded, in view of the Company’s financial situation and cash flow requirements, after considering and examining alternative funding options and taking into account the interest of all stakeholders, that the expected advantages of the Transaction outweigh the expected disadvantages thereof, which leads to the conclusion that the Transaction is to the advantage and in the interest of the Company. The Transaction is in line with the Company’s strategic policy and is not manifestly unreasonable and the Committee affirms its positive advice in relation to the Transaction". In accordance with article 7:97, §2 of the BCCA, the directors nominated by Fortress did not participate in the deliberations or votes of the board of directors on the Transaction. In light of the Company’s limited cash runway, the board of directors believes that the envisaged capital increase is in the best interests of the Company and its stakeholders because, if completed, the capital increase will give additional time for the Company to identify, pursue, and implement opportunities to strengthen its balance sheet. In accordance with article 7:97 of the BCCA, the Company’s auditor has issued a report on the accounting and financial information contained in the committee’s opinion and the board minutes approving the related party transaction. The auditor’s conclusion in this respect is as follows: "Based on our assessment, nothing has come to our attention that causes us to believe that the accounting and financial information included in the advice of the committee of independent directors dated July 10, 2026 and in the minutes of the Board of Directors dated July 13, 2026, justifying the proposed transaction, contain material inconsistencies with regard to the information available to us within the scope of our mission.".
(Press release, Celyad, JUL 14, 2026, View Source [SID1234669202])