NANOBIOTIX Announces Closing of Global Offering and Full Exercise of Underwriters’ Option to Purchase Additional ADSs, Bringing Gross Proceeds of Global Offering to $113.3 Million

Regulatory News:

NANOBIOTIX (Paris:NANO) (Euronext : NANO – ISIN : FR0011341205 – the ‘‘Company’’), a clinical-stage nanomedicine company pioneering new approaches to the treatment of cancer, today announced the initial closing of its previously announced initial public offering on the Nasdaq Global Select Market by way of a capital increase of 7,300,000 new ordinary shares (the "New Shares”), consisting of a public offering of 5,445,000 ordinary shares in the form of American Depositary Shares ("ADSs”), each representing the right to receive one ordinary share, in the United States (the "U.S. Offering”) and a concurrent offering of 1,855,000 ordinary shares in certain jurisdictions outside of the United States to certain investors (the "European Offering” and together with the U.S. Offering, the "Global Offering”). In addition, the underwriters for the Global Offering have exercised in full their option to purchase 1,095,000 additional ADSs at the same public offering price of $13.50 per ADS, with the closing for such additional ADSs expected to occur on December 18, 2020.

Following the additional closing, the total number of ordinary shares issued amounts to 8,395,000, including 6,540,000 in the form of ADSs, bringing the gross proceeds of the Global Offering to approximately $113.3 million (€93.5 million¹) and the aggregate net proceeds to Nanobiotix, after deducting underwriting commissions and estimated offering expenses payable by Nanobiotix, will be approximately $100.4 million(€82.8 million)². All of the securities sold in the Global Offering were offered by Nanobiotix.

The Company intends to apply the net proceeds from the option to purchase additional ADSs on a pro rata basis to the use of proceeds identified with respect to the base offering. The Company believes that the net proceeds from the Global Offering, including the net proceeds from the option to purchase additional ADSs, together with its cash and cash equivalents, will be sufficient to fund its operations through the middle of the second quarter of 2023.

Nanobiotix's ordinary shares are listed on the regulated market of Euronext in Paris under the ticker symbol "NANO". Nanobiotix’s ADSs began trading on the Nasdaq Global Select Market on December 11, 2020 under the ticker symbol "NBTX".

Jefferies LLC acted as global coordinator and joint book-running manager for the Global Offering, and Evercore Group, L.L.C. and UBS Securities LLC acted as joint book-running managers for the U.S. Offering. Gilbert Dupont acted as manager for the European Offering.

In accordance with Article 6 of delegated regulation EU 2016/1052 of March 8, 2016, Jefferies LLC, acting as the stabilizing agent on its own behalf and on behalf of the other underwriters, reported that no stabilization activities had been carried out. The period during which stabilization activities could be carried out is now closed.

The Global Offering was made only by means of a prospectus. A copy of the prospectus relating to the Global Offering was filed with the U.S. Securities and Exchange Commission and may be obtained from Jefferies LLC, 520 Madison Avenue New York, NY 10022, or by telephone at 877-547-6340 or 877-821-7388, or by email at Prospectus_Department@Jefferies.com; or from Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, or by telephone at 888-474-0200, or by email at ecm.prospectus@evercore.com; or from UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, New York 10019, or by telephone at 888-827-7275, or by email at ol-prospectusrequest@ubs.com.

A registration statement relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About NANOBIOTIX

Incorporated in 2003, Nanobiotix is a leading, clinical-stage nanomedicine company pioneering new approaches to significantly change patient outcomes by bringing nanophysics to the heart of the cell.

The Nanobiotix philosophy is rooted in designing pioneering, physical-based approaches to bring highly effective and generalized solutions to address unmet medical needs and challenges.

Nanobiotix’s novel, proprietary lead technology, NBTXR3, aims to expand radiotherapy benefits for millions of cancer patients. Nanobiotix’s Immuno-Oncology program has the potential to bring a new dimension to cancer immunotherapies.

Nanobiotix is listed on the regulated market of Euronext in Paris (Euronext: NANO / ISIN: FR0011341205; Bloomberg: NANO: FP) and the Nasdaq Global Select Market (Nasdaq: NBTX). Its headquarters are in Paris, France. Nanobiotix has a subsidiary, Curadigm, located in France and the United States, as well as a US affiliate in Cambridge, MA, and European affiliates in France, Spain and Germany.

Disclaimer

This press release contains certain forward-looking statements concerning the Global Offering as well as Nanobiotix and its business, including its prospects and product candidate development. Such forward-looking statements are based on assumptions that Nanobiotix considers to be reasonable. However, there can be no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the universal registration document of Nanobiotix registered with the AMF under number R.20-0010 on May 12, 2020, in a first amendment filed with the AMF under number D.20-0339-A01 on November 20, 2020 and in a second amendment filed with the AMF under number D.20-0339-A02 on December 11, 2020 (copies of which are available on www.nanobiotix.com), and to the development of economic conditions, financial markets and the markets in which Nanobiotix operates. The forward-looking statements contained in this press release are also subject to risks not yet known to Nanobiotix or not currently considered material by Nanobiotix. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of Nanobiotix to be materially different from such forward-looking statements. Nanobiotix is under no obligation to update or review the forward-looking statements referred to above.

This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares or ADSs of Nanobiotix in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

European Economic Area

In relation to each Member State of the European Economic Area (each, a ‘‘Member State’’) no offer to the public of ordinary shares and ADSs may be made in that Member State other than:

- to any legal entity which is a ‘‘qualified investor’’ as defined in the Prospectus Regulation;
- to fewer than 150 natural or legal persons (other than a qualified investor as defined in the Prospectus Regulation); or
- in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of ordinary shares and ADSs shall require us or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a ‘‘qualified investor’’ as defined in the Prospectus Regulation.

For the purposes of this provision, the expression an ‘‘offer to the public’’ in relation to any ordinary shares and ADSs in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any ordinary shares and ADSs to be offered so as to enable an investor to decide to purchase any ordinary shares and ADSs, and the expression ‘‘Prospectus Regulation’’ means Regulation (EU) 2017/1129 (as amended).

France

The ADSs and the ordinary shares have not been and will not be offered or sold to the public in the Republic of France, and no offering of this prospectus or any marketing materials relating to the ADSs and the ordinary shares may be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in the Republic of France (except for public offerings defined in Article L.411-2 1° of the French Code monétaire et financier).

The ordinary shares in the form of ADSs may only be offered or sold in France pursuant to article L. 411-2 1° of the French Code monétaire et financier to qualified investors (as such term is defined in Article 2(e) of Regulation (EU) n° 2017/1129 dated 14 June 2017, as amended) acting for their own account, and in accordance with articles L. 411-1, L. 411-2 and D. 411-2 to D.411-4, D.744-1 and D. 754-1 and D. 764-1 of the French Code monétaire et financier.

This announcement is not an advertisement and not a prospectus within the meaning of the Prospectus Regulation.

This press release has been prepared in both French and English. In the event of any differences between the two texts, the French language version shall supersede.

¹ Based on an exchange rate of €1.00 = $1.2115 as published by the European Central Bank on December 10, 2020.
² Based on an exchange rate of €1.00 = $1.2115 as published by the European Central Bank on December 10, 2020.

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