On July 28, 2025 Celyad Oncology (Euronext: CYAD) (the "Company" or "Celyad") reported that it has entered into a subscription agreement for a private placement financing (Press release, Celyad, JUL 28, 2025, View Source [SID1234654570]).
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Under the terms of the agreement, CFIP CLYD (UK) Limited ("Fortress") will subscribe to a capital increase for an aggregate amount of €1 million in exchange for 3,333,333 newly issued ordinary shares of Celyad. The shares will be issued at a subscription price of EUR 0.30 per share, which represents a 15% discount to the volume-weighted average price (VWAP) of Celyad’s shares on Euronext Brussels over the ten (10) trading days preceding the date of signing. Fortress’s subscription commitment is subject to customary conditions precedent. The closing is expected to take place on or around August 5, 2025. CFIP CLYD (UK) Limited is an affiliate of Fortress Investment Group.
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 favor of Fortress. Following and subject to the issue of the shares to Fortress, Fortress is expected to hold approximately 58.51% of the Company’s shares.
The net proceeds of the placement will be used to support the working capital of the Company for general corporate purposes. The Company believes that following the close of the private placement, its cash runway will be extended from mid Q3 2025 to mid Q4 2025 which will give additional time for the Company to evaluate its strategic options to strengthen its balance sheet.
As Fortress qualifies as a related party of the Company, the board of directors applied Article 7:97 of the Belgian Code of Companies and Associations (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". The directors previously appointed by Fortress did not participate in the deliberations or votes.
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 evaluate its strategic options 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 23, 2025 and in the minutes of the Board of Directors dated July 23, 2025, justifying the proposed transaction, is not fair and sufficient, in all material respects, with regard to the information available to us within the scope of our mission."