SEQUANA MEDICAL SUCCESSFULLY RAISES EUR 11.5 MILLION IN AN EQUITY PLACEMENT

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW

PRESS RELEASE
REGULATED INFORMATION – INSIDE INFORMATION
21 March 2024, 07:00 am CET

Ghent, Belgium, 21 March 2024 – Sequana Medical NV (Euronext Brussels: SEQUA) (the "Company" or "Sequana Medical"), a pioneer in the treatment of fluid overload in liver disease, heart failure and cancer, announces today that it successfully raised an amount of EUR 11.5 million in gross proceeds by means of a private placement of new shares via an accelerated bookbuild offering of 7,666,667 new shares (being approximately 27.15% of the Company's current outstanding shares) at an issue price of EUR 1.50 per new share (the "Offering").

Ian Crosbie, Chief Executive Officer of Sequana Medical, commented: "We are grateful for the continued support of our existing investors, as well as that of new investors in the successful completion of this offering. This is an exciting time for Sequana Medical as the US FDA's review of our alfapump® PMA filing progresses and we continue our preparations for US commercial launch. Based upon our work with market experts and feedback from the US hepatology community, we estimate the US recurrent and refractory liver ascites market at USD 2 billion, and growing at 9% annually driven by NASH / MASH. The tremendous potential of our DSR® program as a breakthrough in the treatment of cardiorenal syndrome was highlighted by Dr. Testani in his presentation at the leading international heart failure conference, THT, and the results from the first three patients in our US MOJAVE study further support this. We look forward to continuing our track record of meeting our corporate milestones and driving Sequana Medical forward."

Sequana Medical currently envisages using the net proceeds from the Offering for the following:

1) alfapump:

(i) Targeting US FDA approval by the end of Q3 2024 - handling questions from the US FDA during the PMA (Pre-Market Approval) review process, preparation for potential US FDA advisory panel meeting and design transfer to enable manufacturing of the alfapump for the US. Total internal and external costs up to Q3 2024 are estimated at ca. EUR 7.1 million.

(ii) Finalizing the North American pivotal study in recurrent and refractory liver ascites (POSEIDON) towards secondary endpoint readout planned for Q2 2024. Total internal and external costs up to Q3 2024 are estimated at ca. EUR 1.1 million.

(iii) Preparing for commercial launch of the alfapump in the US in 2025, including inventory build-up. Total internal and external costs up to Q3 2024 are estimated at ca. EUR 2.1 million.

2) DSR:

(i) CMC activities for DSR 2.0 including a Quality Management System and preparations to start the randomized phase of the US MOJAVE study post- alfapump PMA approval. Total internal and external costs up to Q3 2024 are estimated at ca. EUR 1.0 million.

3) Other:

(i) General corporate and working capital purposes.

The net proceeds from the Offering are expected to extend the current cash runway of the Company to the end of Q3 2024.

The payment and delivery of the new shares are expected to take place on 25 March 2024.

KBC Securities NV (the "Underwriter") is acting as Sole Global Coordinator in the Offering.

As announced earlier, Partners in Equity V B.V. ("Partners in Equity"), Rosetta Capital VII, LP ("Rosetta Capital"), LSP HEF Sequana Holding B.V. ("EQT"), Marc Nolet's family through its investment company ("Nolet"), as well as certain other investors (together, the "Pre-Committing Investors"), pre-committed to submit subscription orders for new shares in the Offering for an aggregate amount of approximately EUR 8.5 million.

2,000,789 of the new shares (representing ca. 7.08% of the currently outstanding shares of the Company already admitted to listing and trading on the regulated market of Euronext Brussels) will upon their issuance be immediately admitted to listing and trading on the regulated market of Euronext Brussels. The Pre-Committing Investors will receive new shares that shall not be immediately admitted to listing and trading upon their issuance. The Company has undertaken to apply to the regulated market of Euronext Brussels for the admission to trading and listing of those unlisted new shares, as soon as practicable after their issuance, which will be subject to the preparation of a listing prospectus.

As announced earlier, EQT was willing to enter into a share swap agreement in order to allow the Underwriter to deliver a sufficient number of listed shares to investors in the Offering in excess of the number of new shares that otherwise could be admitted to trading on Euronext Brussels without listing prospectus. Based on the final results of the Offering, there is no need to enter into the aforementioned share swap agreement.

The new shares to be issued will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and other distributions, with, the existing and outstanding shares of Sequana Medical at the moment of their issuance, and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the date of issue of the new shares.

As a result of the issuance of new shares, the Company's share capital will increase from EUR 2,926,295.90 to EUR 3,720,562.60 and its issued and outstanding shares will increase from 28,242,753 to 35,909,420 shares.

In relation to the Offering, the Company has agreed with the Underwriter to a 180-days standstill period on future share issuances waivable by the Underwriter and subject to (i) an exception for the issuance of a number of shares, subscription rights or other securities exercisable, convertible or exchangeable for shares pursuant to alternative or additional funding obtained by the Company provided that the gross proceeds from the issuance of such alternative funding securities do not exceed an amount equal to the higher of (x) the final gross proceeds of the Offering, and (y) EUR 14 million, and (ii) other customary exceptions. The members of the executive management have agreed with the Underwriter to a market customary 180-days lock-up period waivable by the Underwriter and subject to customary exceptions. Furthermore, subject to completion of the Offering, Partners in Equity, Rosetta Capital and EQT have indicated their willingness to enter into a market customary 90-days lock-up period, waivable by the Underwriter and subject to customary exceptions.

Mandatory Convertible Loan Conversion

As announced in February 2024, the Company entered into an unsecured and subordinated convertible loan agreement with Partners in Equity and Rosetta Capital for an aggregate principal amount of EUR 3.0 million. The terms of said loan agreement provide that the aggregate principal amounts and interests under such loan agreement shall be mandatorily converted into new shares (through a contribution in kind of payables) in the event of an equity financing transaction by the Company for at least EUR 7.0 million (in gross proceeds) at a conversion price per share equal to the issue price in said equity financing transaction, minus a discount of 45%. As the Company raised an amount of more than EUR 7.0 million (in gross proceeds) via the Offering, the relevant loans will have to be mandatorily converted into new shares at the aforementioned conversion price. Such conversion will be completed after the completion of the Offering.